Agenda packet — San Diego Community Power Board of Directors, January 18, 2024 (part 1 of 3)

AGENDA – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 1 AGENDA
Regular Meeting of the Board of Directors of
San Diego Community Power (SDCP)
January 18, 2024
5:00 p.m.

City of San Diego Metropolitan Operations Complex (MOC II) Auditorium 9192 Topaz Way, San Diego, CA 92123
The meeting will be held in person at the above date, time and location. Board of Directors Members and members of the public may attend in person. Under certain circumstances, Directors may also attend and participate in the meeting virtually pursuant to the Brown Act (Gov.

Code § 54953). As a convenience to the public, SDCP provides a call-in option and internet-based option for members of the public to virtually observe and provide public comments at its meetings. Additional details on in-person and virtual public participation are below. Please note that, in the event of a technical issue causing a disruption in the call-in option or internet-based option, the meeting will continue unless otherwise required by law, such as when a Board Member is attending the meeting virtually pursuant to certain provisions of the Brown Act.

Note: Any member of the public may provide comments to the Board of Directors on any agenda item. When providing comments to the Board, it is requested that you provide your name and city of residence for the record. Commenters are requested to address their comments to the Board of Directors as a whole through the Chair. Comments may be provided in one of the following manners:

1. Providing Oral Comments During Meeting. Anyone attending in person desiring to address the Board of Directors is asked to fill out a speaker’s slip and present it to the Clerk of the Board or the Secretary. To provide remote comments during the meeting, join the Zoom meeting by computer, mobile phone, or dial-in number. On Zoom video conference by computer or mobile phone, use the “Raise Hand” feature. This will notify the moderator that you wish to speak during a specific item on the agenda or during non-agenda Public Comment. Members of the public will not be shown on video but will be able to speak when called upon. If joining the meeting using the Zoom dial-in number, you can raise your hand by pressing *9. Comments will be limited to three (3) minutes.

2. Written Comments. Written public comments must be submitted prior to the start of the meeting by using this Web Comment Form. Please indicate a specific agenda item when submitting your comment. All written comments received prior to the meeting will be provided to the Board members in writing. In the discretion of the Chair, the first ten (10) submitted comments shall be stated into the record of the meeting. Comments read at the meeting will AGENDA – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 2 be limited to the first 400 words. Comments received after the start of the meeting will be collected, sent to the Board members in writing, and be part of the public record.

If you have anything that you wish to be distributed to the Board, please provide it via [email protected] and it will be distributed to the Members.

The public may participate using the following remote options:

Teleconference Meeting Webinar https://zoom.us/j/94794075133 Telephone (Audio Only) (669) 900-6833 or (346) 248-7799 | Webinar ID: 947 9407 5133

WELCOME

CALL TO ORDER

ROLL CALL

PLEDGE OF ALLEGIANCE

SPECIAL PRESENTATIONS AND INTRODUCTIONS

ITEMS TO BE ADDED, WITHDRAWN, OR REORDERED ON THE AGENDA

PUBLIC COMMENTS
Opportunity for members of the public to address the Board on any items not on the agenda but within the jurisdiction of the Board. Members of the public may provide a comment in either manner described above.

CONSENT CALENDAR
All matters are approved by one motion without discussion unless a member of the Board of Directors requests a specific item to be removed from the Consent Calendar for discussion. A member of the public may comment on any item on the Consent Calendar in either manner described above.

1. Approval of December 14th, 2023, Meeting Minutes

2. Receive and File Treasurer’s Report for Period Ending 11/30/23

3. Receive and File Update on Programs

4. Receive and File Update on Power Services

5. Receive and File Update on Human Resources

6. Receive and File Update on Customer Operations

7. Receive and File Update on Marketing, Public Relations, and Government Affairs

8. Receive and File Update on Community Advisory Committee

9. Receive and File Update on Regulatory and Legislative Affairs

10. Approve Amendment to BrenTech PSA (4th Amendment) to increase the NTE (Not to Exceed) Value up to $246,720 for FY 2023-2024
AGENDA – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 3 11. Approval of the Marketing Community Initiative Partnership Agreement with TEGNA for $174,044 through December 31, 2024

12. Approval of Amendments to the CAC Scope of Work and Policies and Procedures

REGULAR AGENDA
The following items call for discussion or action by the Board of Directors. The Board may discuss and/or take action on any item listed below if the Board is so inclined.

13. Election of Officers for SDCP for Calendar Year 2024 Recommendation: Elect a Chair and Vice Chair for Calendar Year 2024.

14. Approval of SDCP’s 2024 Rates Schedule
Recommendation: Approve the rates schedule

15. Approval of Acceptance, Appropriation, and Expenditure of Grant Funds from the California Department of Food and Agriculture (“CDFA”) for the Healthy Refrigeration Grant Program
Recommendation: Approval of Acceptance, Appropriation, and Expenditure of Grant Funds from the California Department of Food and Agriculture (“CDFA”) for the Healthy Refrigeration Grant Program.

16. Update on Flex Load Strategy
Recommendation: Receive and file

17. Approve Pelicans Jaw Solar, LLC Power Purchase Agreement (PPA) Recommendation: Approve a 15-year PPA with Pelicans Jaw Solar, LLC for a 226 MW solar photovoltaic electric (PV) generation facility and a 118 MW (4-hour) Battery Energy System Storage (BESS) facility

18. Approve SE US Development, LLC Resource Adequacy (RA) Agreement Recommendation: Approve an FCDS-contingent 5-year RA Agreement with SE US Development, LLC for up to 402 MW of (4-hour) Battery Energy System Storage (BESS) capacity

19. Approve Energy Storage Service Agreement (ESSA) for the Chula Vista Energy Center 2 Project
Recommendation: Approve an FCDS-contingent 15-year ESSA with the Chula Vista Energy Center 2 Project for a 49.7 MW (4 hour) Battery Energy System Storage (BESS) facility

20. Approve Hecate Grid Scafell Storage 1 LLC Resource Adequacy (RA) Agreement AGENDA – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 4 Recommendation: Approve an FCDS-contingent 10-year RA Agreement with Hecate Grid Scafell Storage 1 LLC for 50 MW of Battery Energy System Storage (BESS) capacity

21. Approve Duran Mesa LLC Resource Adequacy (RA) Agreement Recommendation: Approve an 11 to 13 – year RA Purchase and Supply Agreement with Duran Mesa LLC for 51 MW of wind capacity

REPORTS BY CHIEF EXECUTIVE OFFICER AND GENERAL COUNSEL
SDCP Management and General Counsel may briefly provide information to the Board and the public.

The Board may engage in discussion if the specific subject matter of the report is identified below, but the Board may not take any action other than to place the matter on a future agenda. Otherwise, there is to be no discussion or action taken unless authorized by law.

DIRECTOR COMMENTS
Board Members may briefly provide information to other members of the Board and the public, ask questions of staff, request an item to be placed on a future agenda, or report on conferences, events, or activities related to SDCP business. There is to be no discussion or action taken on comments made by Directors unless authorized by law.

ADJOURNMENT
Compliance with the Americans with Disabilities Act
SDCP Board of Directors meetings comply with the protections and prohibitions of the Americans with Disabilities Act. Individuals with a disability who require a modification or accommodation, including auxiliary aids or services, in order to participate in the public meeting may contact (888) 382-0169 or [email protected]. Requests for disability-related modifications or accommodations require different lead times and should be provided at least 72-hours in advance of the public meeting.

Availability of Board Documents
Copies of the agenda and agenda packet are available at https://sdcommunitypower.org/resources/meeting-notes/. Late-arriving documents related to a Board meeting item which are distributed to a majority of the Members prior to or during the Board meeting are available for public review as required by law. Public records, including agenda-related documents, can be requested electronically at [email protected] or by mail to SDCP, PO BOX 12716, San Diego, CA 92112. The documents may also be posted at the above website. Such public records are also available for inspection, by appointment, at San Diego Community Power, 2305 Historic Decatur Road, Suite 200, San Diego, CA 92106. Please contact [email protected] to arrange an appointment.

MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 1 SAN DIEGO COMMUNITY POWER (SDCP)

BOARD OF DIRECTORS
City of San Diego Metropolitan Operations Complex (MOC II) Auditorium 9192 Topaz Way
San Diego, CA 92123

MINUTES
December 14, 2023
The Board minutes are prepared and ordered to correspond to the Board Agenda. Agenda Items can be taken out of order during the meeting.

The Agenda Items were considered in the order presented.

WELCOME

CALL TO ORDER
Chair LaCava (City of San Diego) called the SDCP Board of Directors meeting to order at 5:11 p.m.

Director McCann (Chula Vista) attended virtually.

ROLL CALL
PRESENT: Chair LaCava (City of San Diego), Vice Chair Lawson-Remer (County of San Diego) (arrived at 5:17 p.m.), Director McCann (Chula Vista), Director Hinze (Encinitas), Director Parent (La Mesa), Director Yamane (National City) ABSENT: Director Aguirre (City of Imperial Beach)
Also Present: Chief Executive Officer (“CEO”) Burns, Chief Operating Officer (“COO”) Clark, Chief Financial Officer (“CFO”)/Treasurer Washington, General Counsel Baron

PLEDGE OF ALLEGIANCE
Chair LaCava led the Pledge of Allegiance.

SPECIAL PRESENTATIONS AND INTRODUCTIONS
MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 2 Chair LaCava (City of San Diego) acknowledged the Kumeyaay Nation and all the original stewards of the land.

Chair LaCava (City of San Diego) introduced the following new SDCP staff members:

Kiran Singh, Director of Data Analytics and IT
Patrick Welch, Senior Legislative Manager

ITEMS TO BE ADDED, WITHDRAWN, OR REORDERED ON THE AGENDA Item 15, Approve Pattern Resource Adequacy Benefits Purchase and Sale Agreement was removed from the agenda.

PUBLIC COMMENTS
There were no public comments.

CONSENT CALENDAR
(Items 1 through 7)
ACTION: Motioned by Director McCann (Chula Vista) and seconded by Director Yamane (National City) to approve Consent Calendar Items 1 through 7. The motion carried by the following vote:

Vote: 5-0-2
Yes: Chair LaCava (City of San Diego), Director McCann (Chula Vista), Director Hinze (Encinitas), Director Parent (La Mesa), Director Yamane (National City) No: None
Abstained: None

Absent: Director Aguiree, (Imperial Beach), Vice Chair Lawson-Remer (County of San Diego)

1. Approval of November 16, 2023 Meeting Minutes

2. Receive and File Update on Programs

3. Receive and File Update on Power Services

4. Receive and File Update on Human Resources

5. Receive and File Update on Customer Operations

6. Receive and File Update on Marketing and Public Relations

7. Receive and File Update on Community Advisory Committee

REGULAR AGENDA

8. Appointment of General Counsel and Approval of Employment Agreement Chair LaCava provided a PowerPoint presentation on the Appointment of General Counsel and Approval of Employment Agreement.

Comments by Veera Tyagi, proposed General Counsel.

Board questions and comments ensued.

MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 3 ACTION: Motioned by Chair LaCava (City of San Diego) and seconded by Director Parent (La Mesa) to approve Appoint Veera Tyagi as General Counsel effective February 1, 2024, and approve execution of an Employment Agreement in substantially the form attached hereto, with non-substantive revisions approved by the Chair and reviewed and approved as to form by General Counsel, and subject to successful completion of the employee onboarding process. The motion carried by the following vote:

Vote: 6-0-1
Yes: Chair LaCava (City of San Diego), Vice Chair Lawson-Remer (County of San Diego), Director Hinze (Encinitas), Director Parent, Director Yamane (National City), Director McCann (Chula Vista)
No: None
Abstained: None

Absent: Director Aguirre (Imperial Beach)

9. Receive and File Treasurer’s Report for Period Ending October 31, 2023 Eric Washington, Chief Financial Officer, provided a PowerPoint presentation on the Treasurer’s Report for Period ending October 31, 2023.

Following Board questions and comments, no action was taken.

10. Approve Conflict of Interest and Ethical Conduct Policy Jen Lebron, Director of Public Affairs, provided a PowerPoint presentation on the Conflict of Interest and Ethical Conduct Policy.

Board questions and comments ensued.

ACTION: Motioned LaCava (City of San Diego) and seconded by Director Yamane (National City) to approve the Conflict of Interest and Ethical Conduct Policy. The motion carried by the following vote:

Vote: 6-0-1
Yes: Chair LaCava (City of San Diego), Vice Chair Lawson-Remer (County of San Diego), Director Hinze (Encinitas), Director Parent (La Mesa), Director Yamane (National City), Director McCann (Chula Vista)
No: None
Abstained: None

Absent: Director Aguirre

11. Request Approval of Regional Energy Network (REN) Application to California Public Utilities Commission CPUC
Colin Santulli, Director of Programs and Sheena Tran, Senior Program Manager, provided a PowerPoint presentation on the Regional Energy Network (REN) application to CPUC.

MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 4 Serena Pelka spoke in support of the San Diego Regional Energy Network.

Board questions and comments ensued.

ACTION: Motioned by Director Hinzee (Encinitas) and seconded by Director Yamane (National City) to approve the Regional Energy Network (REN) Application to CPUC. The motion carried by the following vote:

Absent: Director Aguirre

12. Receive Update on Regulatory and Legislative Affairs Laura Fernandez, Director of Regulatory & Legislative Affairs, Aisha Cervantes-Cissna, Senior Policy Manager, and Stephen Gunther, Senior Regulatory Analyst, provided a PowerPoint presentation on the update on Regulatory and Legislative Affairs.

Following Board questions and comments, no action was taken.

13. Receive Update on 2024 Rate/Power Charge Indifference Adjustment (PCIA) Projected Changes
Aaron Lu, Senior Rates and Strategy Analyst and Lucas Utouh, Senior Director of Data Analytics and Customer Operations, provided a PowerPoint presentation on the Update on 2024 Rate/Power Charge Indifference Adjustment (PCIA) Projected Changes.

Following Board questions and comments, no action was taken.

14. Approve CDH VIDAL LLC Power Purchase Agreement (PPA) Byron Vosburg, Managing Director Power Services, provided a PowerPoint presentation on the CDH VIDAL LLC Power Purchase Agreement (PPA)
Board questions and comments ensued.

ACTION: Motioned by Director Parent (La Mesa) and seconded by Director Hinze (Encinitas) to approve a 20-year Power Purchase Agreement (PPA) with CDH VIDAL LLC for a 160 M@/160 MWh (4-hour) battery storage project. The motion carried by the following vote:

Absent: Director Aguirre
MINUTES – BOARD OF DIRECTORS – SAN DIEGO COMMUNITY POWER 5 15. Approve Pattern Resource Adequacy Benefits Purchase and Sale Agreement This item was removed from the Agenda.

REPORTS BY CHIEF EXECUTIVE OFFICER AND GENERAL COUNSEL
CEO Burns reported on SDCP’s ongoing efforts and recent activities and events.

DIRECTOR COMMENTS
Directors shared upcoming events and thanked SDCP employees for their great work.

ADJOURNMENT
Chair LaCava (City of San Diego) adjourned the meeting at 6:40 p.m.

Deborah Harrington, Interim Clerk of the Board

SAN DIEGO COMMUNITY POWER
Staff Report – Item 2
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Eric W. Washington, Chief Financial Officer
Via: Karin Burns, Chief Executive Officer
Subject: Review of Treasurer’s Report for Period Ending 11/30/23 Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Receive and File Treasurer’s Report for Period Ending 11/30/23.

BACKGROUND
San Diego Community Power (SDCP) maintains its accounting records on a full accrual basis in accordance with Generally Accepted Accounting Principles (GAAP) as applicable to governmental enterprise funds.

SDCP has prepared its year-to-date financial statements for the period ended November 30, 2023, along with budgetary comparisons.

SDCP additionally reports monthly metrics during its Board meetings as part of its Update on Back-Office Operations. As part of the Treasurer’s Report, certain key metrics related to risk are to be presented during Financial and Risk Management Committee (FRMC) meetings.

ANALYSIS AND DISCUSSION
Actual financial results for the period ended 11/30/23: $734.85 million in net operating revenues were reported compared to $767.74 million budgeted for the period. $533.87 million in total expenses were reported (including $521.34 million in energy costs) compared to $464.47 million budgeted for the period (including $441.07 million budgeted for energy costs). After expenses, SDCP’s change in net position of $200.98 million was reported for Fiscal Year 2023-24. The following is a summary of the actual results compared to the Fiscal Year 2023-24 Budget.

Table 1: Budget Comparison Versus Actual Results
• Net operating revenues finished $32.90 million (or 4.3 percentage points) under the budget primarily due to lower-than-expected customer load corelated with cooler weather.
• Operating expenses finished $69.39 million (or 14.9 percentage points) over the budget primarily due to higher-than-expected energy costs related primarily to resource adequacy and renewables.

Financial results for the period underperformed the projections presented in the year-to-date proforma. SDCP’s change in net position was 34% under the projection primarily due to actual energy costs being higher than projected and lower customer load contributing to lower-than-expected revenue.

The following is a summary-to-actual results compared to the fiscal year-to-date proforma.

Table 2: Proforma Comparison Versus Actual Results
Budget Comparison
YTD FY24 as of
11/30/23 (5 mos) FY24 YTD Budget Budget Variance ($) Budget (%) Net Operating Revenues $ 734,849,330 $ 767,744,428 $ (32,895,098) 96% Total Expenses $ 533,868,988 $ 464,474,524 $ 69,394,464 115% Change in Net Position $ 200,980,342 $ 303,269,904 $ (102,289,562) -34% Proforma Comparison
YTD FY24 as of
11/30/23 (5 mos)
FY24 YTD
ProForma
ProForma
Variance ($) Proforma (%)
Net Operating Revenues $ 734,849,330 $ 767,744,428 $ (32,895,098) -4% Total Expenses $ 533,868,988 $ 463,638,309 $ 70,230,679 15% Change in Net Position $ 200,980,342 $ 304,106,119 $ (103,125,777) -34% Figure 1: Proforma versus Actual Results
For the period ending 11/30/23, SDCP contributed $200,980,340 to its reserves but was expected to gain $303,269,904 per the FY 2023-24 adopted budget. Total SDCP reserves at the end of the period were $406,281,413 and total available liquidity (including lines of credit) was $519,281,413. SDCP has a total FY 2023-24 year-end cash reserve target of $491,079,452, which is equivalent to 180-days of total operating expenses as set in SDCP’s Reserve Policy and Strategic Goals.

SDCP’s financial statements for November included an adjustment to the recorded estimated revenue and accrued revenue asset line items. As a result a $29.20 million downward adjustment to net position was also made. Prior periods were not impacted by the November adjustments.
$-
$100,000,000
$200,000,000
$300,000,000
$400,000,000
$500,000,000
$600,000,000
$700,000,000
$800,000,000
$900,000,000
Net Operating Revenues Total Expenses Change in Net Position YTD FY24 Results v. Proforma
YTD FY24 as of 11/30/23 (5 mos) FY24 YTD ProForma
Figure 2: Participation Rates
Phase 4 mass enrollment process in National City and Unincorporated County of San Diego for Non-Net Energy Metering (NEM) customers is officially completed as of May, 2023. The participation rate for this new phase is fluid and will change as we continue with our enrollment of Net Energy Metering (NEM) customers from April 2023 through March 2024. In the interim, we are reporting on the opt outs and eligible accounts associated with the phase based on those accounts that we have noticed for enrollment on a rolling basis as of the reporting month.

Staff are also presenting State of SDCP Arrearages directly related to financial risk for FRMC consideration and for regular review. Additional metrics can be added by request.

The below arrearage data includes SDCP’s Receivables aged 120+ Days as of 1/3/2024.

Figure 3: State of SDCP Arrearages
Figure 4: State of SDCP Arrearages Residential vs Commercial

COMMITTEE REVIEW
The report was reviewed by the Finance and Risk Management Committee (FRMC) on January 11, 2023.
$27M
$29M $29M
$27M
$31M
$36M
$0.00
$5,000,000.00
$10,000,000.00
$15,000,000.00
$20,000,000.00
$25,000,000.00
$30,000,000.00
$35,000,000.00
$40,000,000.00
Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24
Balances over 120 days
$23M
$25M $24M
$22M
$25M
$30M
$4M $4M $5M $5M $6M $6M
$0.00
$5,000,000.00
$10,000,000.00
$15,000,000.00
$20,000,000.00
$25,000,000.00
$30,000,000.00
$35,000,000.00
Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24
Balances over 120 days RES vs COM

RES COM

FISCAL IMPACT
N/A

ATTACHMENTS
Attachment A: 2023 Year-to-Date Period Ended 11/30/23 Financial Statements 1 ACCOUNTANTS’ COMPILATION REPORT
Management
San Diego Community Power
Management is responsible for the accompanying financial statements of San Diego Community Power (a California Joint Powers Authority) which comprise the statement of net position as of November 30, 2023, and the related statement of revenues, expenses, and changes in net position, and the statement of cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, conclusion, nor provide any assurance on these financial statements.

Management has elected to omit substantially all of the note disclosures required by accounting principles generally accepted in the United States of America in these interim financial statements. San Diego Community Power’s annual audited financial statements include the note disclosures omitted from these interim statements. If the omitted disclosures were included in these financial statements, they might influence the user’s conclusions about the Authority’s financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.

We are not independent with respect to the Authority because we performed certain accounting services that impaired our independence.

Maher Accountancy
San Rafael, CA
December 27, 2023
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com Current assets
Cash and cash equivalents - unrestricted 321,061,273 $
Cash and cash equivalents - restricted 500,000
Accounts receivable, net of allowance 132,173,320
Accrued revenue 52,177,943
Prepaid expenses 2,645,652
Other receivables 301,395
Deposits 10,677,498
Total current assets 519,537,081
Noncurrent assets
Lease asset, net of amortization 1,631,639
Capital assets, net of depreciation 144,375
Cash and cash equivalents - restricted 1,898,234
Total noncurrent assets 3,674,248
Total assets 523,211,329
Current liabilities
Accrued cost of electricity 123,862,820
Accounts payable 764,444
Other accrued liabilities 5,048,606
State surcharges payable 403,443
Deposits - energy suppliers 3,723,000
Interest and finance costs payable 146,440
Lease liability 749,596
Total current liabilities 134,698,349
Noncurrent liabilities
Supplier security deposits 624,000
Lease liability 895,533
Total noncurrent liabilities 1,519,533
Total liabilities 136,217,882
Net investment in capital assets 130,885
Restricted for collateral 2,398,234
Unrestricted 384,464,328
Total net position 386,993,447 $

NET POSITION

SAN DIEGO COMMUNITY POWER

STATEMENT OF NET POSITION
As of November 30, 2023
ASSETS

LIABILITIES
See accountants' compilation report. 2

OPERATING REVENUES
Electricity sales, net 734,218,330 $
Grant revenue 631,000
Total operating revenues 734,849,330

OPERATING EXPENSES
Cost of electricity 521,341,621
Contract services 7,932,060
Staff compensation 4,047,487
Other operating expenses 1,502,456
Depreciation and amortization 210,396
Total operating expenses 535,034,020
Operating income 199,815,310

NON-OPERATING REVENUES (EXPENSES)
Interest income 2,133,352
Interest and financing expense (967,546)
Nonoperating revenues (expenses), net 1,165,806
CHANGE IN NET POSITION 200,981,116
Net position at beginning of year 186,012,331
Net position at end of year $ 386,993,447

SAN DIEGO COMMUNITY POWER

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
Five Months Ended November 30, 2023
See accountants' compilation report. 3

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 740,234,082 $
Receipts of supplier security deposits 22,402,875
Other operating receipts 3,535,951
Payments to suppliers for electricity (459,307,436)
Payments for goods and services (7,864,077)
Payments of staff compensation and benefits (3,908,959) Payments for deposits and collateral (2,767,000)
Payments of state surcharges (1,157,645)
Net cash provided by operating activities 291,167,791

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Principal payments - bank note (35,730,000)
Interest and related expense payments (1,352,078)
Net cash provided (used) by non-capital
financing activities (37,082,078)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (217,543)
Payments to acquire capital assets (71,550)
Net cash (used) by capital and related financing activities (289,093)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 1,832,007
Net change in cash and cash equivalents 255,628,627
Cash and cash equivalents at beginning of year 67,830,880 Cash and cash equivalents at end of year 323,459,507 $
Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) 321,061,273 $
Restricted cash - current 500,000
Restricted cash - noncurrent 1,898,234
Cash and cash equivalents 323,459,507 $

SAN DIEGO COMMUNITY POWER

STATEMENT OF CASH FLOWS
Five Months Ended November 30, 2023
See accountants' compilation report. 4
Operating income 199,815,310 $
Adjustments to reconcile operating income to net
cash provided by operating activities
Depreciation and amortization expense 210,396
(Increase) decrease in:

Accounts receivable, net (21,659,589)
Accrued revenue 26,614,841
Prepaid expenses 27,881,846
Other receivables 233,665
Deposits 6,978,852
Increase (decrease) in:

Accrued cost of electricity 46,517,477
Accounts payable 325,180
Other accrued liabilities 1,253,959
State surcharges payable (97,146)
Supplier security deposits 3,093,000
Net cash provided by operating activities 291,167,791 $

SAN DIEGO COMMUNITY POWER
STATEMENT OF CASH FLOWS (continued)
Five Months Ended November 30, 2023

RECONCILIATION OF OPERATING INCOME TO NET

CASH PROVIDED BY OPERATING ACTIVITIES
See accountants' compilation report. 5
1 ACCOUNTANTS’ COMPILATION REPORT
Board of Directors
San Diego Community Power
Management is responsible for the accompanying special purpose operating fund budgetary comparison schedule of San Diego Community Power (SDCP), a California Joint Powers Authority, for the period ended November 30, 2023, and for determining that the budgetary basis of accounting is an acceptable financial reporting framework. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statement nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any assurance on this special purpose budgetary comparison statement.

The special purpose statement is prepared in accordance with the budgetary basis of accounting, which is a basis of accounting other than accounting principles generally accepted in the United States of America. This report is intended for the information of the Board of Directors of SDCP.

Management has elected to omit substantially all of the note disclosures required by accounting principles generally accepted in the United States of America in these interim financial statements.

SDCP’s annual audited financial statements will include the note disclosures omitted from these interim statements. If the omitted disclosures were included in these financial statements, they might influence the user’s conclusions about the Authority’s financial position, results of operations, and cash flows.

Accordingly, these financial statements are not designed for those who are not informed about such matters.

We are not independent with respect to SDCP because we performed certain accounting services that impaired our independence.

Maher Accountancy
San Rafael, CA
December 27, 2023
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com 2023/24 YTD
Budget
2023/24 YTD
Actual
2023/24 YTD
Budget
Variance
(Under) Over
2023/24
YTD
Actual/
Budget %
2023/24 Annual
Budget
2023/24 Budget
Remaining
REVENUES AND OTHER SOURCES Gross Ratepayer Revenues 799,733,779 764,810,760 $ (34,923,019) 96% 1,346,325,552 $ 581,514,792 $ Less: Uncollectible Customer Accounts (31,989,351) (30,592,430) 1,396,921 96% (53,853,022) (23,260,592) Grant revenue - 631,000 631,000 - (631,000) Total Revenues and Other Sources 767,744,428 734,849,330 (32,895,098) 1,292,472,530 557,623,200OPERATING EXPENSES Cost of Energy 441,067,974 521,341,620 80,273,646 118% 948,529,425 427,187,805 Professional Services and Consultants 10,185,986 7,590,684 (2,595,302) 75% 22,939,626 15,348,942 Personnel Costs 5,484,773 4,047,487 (1,437,286) 74% 13,178,031 9,130,544 Marketing and Outreach 1,321,702 996,158 (325,544) 75% 2,973,829 1,977,671 General and Administration 3,674,766 951,120 (2,723,646) 26% 7,861,973 6,910,853 Programs 123,667 100,000 (23,667) 81% 278,250 178,250 Total Operating Expenses 461,858,868 535,027,069 73,168,201 995,761,134 460,734,065 Operating Income (Loss) 305,885,560 199,822,261 (106,063,299) 296,711,396 96,889,135NON-OPERATING REVENUES (EXPENSES) Investment income - 2,133,352 2,133,352 - (2,133,352) Interest and related expenses (1,015,656) (975,271) 40,385 96% (2,437,574) (1,462,303) Transfer to Capital Investment Program (1,600,000) - 1,600,000 0% (3,840,002) (3,840,002) Total Non-Operating Revenues (Expenses) (2,615,656) 1,158,081 3,773,737 (6,277,576) (7,435,657)NET INCREASE (DECREASE) $ 200,980,342 303,269,904 $ (102,289,562) $ 290,433,820 $ 89,453,478 $

SAN DIEGO COMMUNITY POWER

BUDGETARY COMPARISON SCHEDULE
Five Months Ended November 30, 2023

OPERATING FUND
See accountants' compilation report.

SAN DIEGO COMMUNITY POWER
Staff Report – Item 3
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Colin Santulli, Director of Programs

Via: Jack Clark, Chief Operating Officer
Subject: Update on Programs
Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATIONS
Receive and file update on customer energy programs.

BACKGROUND
Staff will provide regular updates to the Board of Directors (“Board”) regarding the following SDCP customer energy programs: Building Electrification, Energy Education, Energy Efficiency, Flexible Load, Grant Programs, and Solar and Energy Storage.

ANALYSIS AND DISCUSSION
Updates on customer energy programs are detailed below.

Building Electrification
California Energy Commission (“CEC”) Equitable Building Decarbonization Program
Please refer to Item 4 of the November 16, 2023 Board staff report for the most recent update on this program.

Energy Education
Energy Education Website
Status: In December 2023, Staff launched a marketplace landing page powered by Electrum that allows customers to input their address and learn more about the costs to install solar and batteries and/or heat pump water heaters. The marketplace allows customers to create an account and get connected to an energy advisor that will provide support and assistance in getting bids from Electrum-vetted contractors. The energy advisor will help customers throughout the process of completing their project. Promotion of the marketplace and the Electrify Your Life webpages started in January 2024 to educate customers and encourage adoption of these technologies.

Next Steps: Implementation of the marketing campaign for the marketplace is underway by SDCP’s Public Affairs team. Staff will be collaborating with Electrum to expand the list of eligible local contractors in the Electrum database and promote the marketplace.

Energy Efficiency
California Department of Food and Agriculture (“CDFA”) Healthy Refrigeration Grant Program
Status: In July 2023, SDCP staff applied for grant funds under the CDFA Healthy Refrigeration Grant Program. The program funds energy efficient refrigeration units in corner stores, small businesses, and food donation programs in low-income or low-access areas in the state to stock California-grown fresh produce, nuts, dairy, meat, eggs, and minimally processed and culturally appropriate foods. The purpose of the program is to improve access to healthy foods in underserved communities, while promoting California-grown agriculture. On December 22, 2023, SDCP received an award letter from CDFA notifying SDCP that it was awarded partial funding in the amount of $710,000 to support SDCP in providing technical assistance and refrigeration units to stock healthy foods at stores throughout SDCP’s service territory. Full program details will be determined upon receipt of the grant agreement and associated scope from CDFA.

At the January Board meeting, Staff are requesting the Board to authorize the Chief Executive Officer to: (1) accept, appropriate, and expend CDFA grant funds for the Healthy Refrigeration Grant Program in an amount not to exceed $710,000; (2) execute a grant agreement with CDFA with respect to such grant funds and to negotiate and execute any amendments, extensions, or renewals of such grant agreement; and (3) take all necessary action to administer, monitor, manage, and ensure compliance with the grant agreement and to negotiate and execute contracts with third parties to implement the grant agreement or use of grant funds.

Next Steps: Staff expect to negotiate and execute a grant agreement with CDFA in Q1 2024 and to launch the pilot program in Q2/Q3 2024. Following execution of the agreement, Staff will develop program materials, start outreach, and issue solicitations as necessary to contract subconsultants to administer the technical assistance offerings.

Regional Energy Network (“REN”) Formation
Status: The REN Business Plan Application was submitted to the California Public Utilities Commission (“CPUC”) on January 5, 2024.

Next Steps: Staff will attend relevant statewide meetings related to the REN Business Plan Application, continue coordination with SDG&E, and respond to any data requests, questions, or comments from the CPUC or stakeholders during the evaluation period (i.e., post-application submittal through when a CPUC decision is made).

Flexible Load
Flexible Load Strategy
Status: Staff presented the Flex Load Strategy to the CAC at their January 11, 2024 meeting and will be presenting it to the Board at their January 18, 2024 meeting. Staff have also requested bids from three consulting firms to provide procurement support for the Distributed Energy Resources Management System (DERMS) identified in the Strategy.

Next Steps: With additional technical consultant support, Staff will initiate the DERMS procurement process. Staff anticipate a DERMS software architecture will be identified and under contract by Q3 2024, for funding in FY 2024-25.

Grant Programs
Community Grant Program
Please refer to Item 4 of the November 16, 2023 Board staff report for the most recent update on this program.

Member Agency Grant Program
Status: In December 2023, Staff executed a contract with the San Diego Regional Climate Collaborative (SDRCC) to administer the Member Agency Grant Program. Staff are working with SDRCC to finalize the program guidelines.

Next Steps: Staff anticipates the program will open to member agencies to apply in Q1 2024.

Solar and Energy Storage
Net Energy Metering (“NEM”) and Net Billing Tariff (“NBT”) Please refer to Item 2 of the December 14, 2023 Board staff report for the most recent update on this program.

Residential Solar + Storage Program
Status: Staff have continued to obtain feedback from stakeholders on the design for a solar plus battery storage program. Staff plan on holding two industry workshops in January 2024 to ensure maximum industry feedback is received.

Next Steps: Staff plan to bring an update on the program design to the CAC and Board in Q1 2024 and for the program to officially launch in Q2/Q3 2024.

Disadvantaged Communities–Single-Family Affordable Solar Homes (DAC-SASH) Roof Repair
Status: In May 2023, Staff brought to the Board an update on potential pilot programs.

Included in the options was a Disadvantaged Communities–Single-Family Affordable Solar Homes (DAC-SASH) Roof Repair pilot. DAC-SASH is a statewide program, implemented by GRID Alternatives (“GRID”) in San Diego that provides no-cost solar to single-family low-income homeowners in CalEnviroScreen-defined Disadvantaged Communities. Under the program, roof repair work is not allowed, leaving some customers behind.

Staff envisions that the pilot would fund the roof repairs or re-roofing of homes that are eligible to participate in the DAC-SASH program. This would allow more statewide funding to flow into our Communities of Concern and enable more low-income homeowners access to rooftop solar and the associate benefits. As the administrator of DAC-SASH in San Diego, staff envisions GRID would administer and implement this pilot.

Next Steps: Staff currently finalizing agreements with GRID to administer and implement the pilot. Staff anticipates bringing an update on the pilot to the February Community Advisory Committee meeting and will be seeking approval of the pilot agreement at the February Board of Directors meeting.

Solar for Our Communities
Please refer to Item 3 of the October 26, 2023 Board staff report for the most recent update on this program.

AD-HOC COMMITTEE AND/OR SUBCOMITTEE REVIEW
N/A

FISCAL IMPACT
N/A

ATTACHMENTS
N/A

SAN DIEGO COMMUNITY POWER
Staff Report – Item 4
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Byron Vosburg, Managing Director of Power Services Via: Karin Burns, Chief Executive Officer
Subject: Update on Power Resources
Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Recommendation: Receive and file update on Power Resources

BACKGROUND
Staff provides the updates below to the Board of Directors regarding SDCP’s power energy procurement activities.

ANALYSIS AND DISCUSSION
Power Services Staffing
Building out a team of experienced, knowledgeable energy professionals has long been a top priority and allows SDCP not only to solicit, negotiate, and administer contracts for energy supply effectively, but also to monitor market activity, manage risk, bring in-house several activities that have historically been completed by consultants, and to dedicate additional resources to local and distributed energy procurement and development efforts. The SDCP Power Services team, having recently hired a Compliance Analyst and a Contract Management Associate, is now ten people strong and excited to continue stable, prudent growth through 2024.

Long-term Renewable Energy RFPs
As SDCP strives to meet its environmental, financial, and regulatory compliance goals and requirements, long-term power purchase agreements (PPAs) are becoming integral components of its energy supply portfolio. Long-term PPAs provide renewable generation facility developers with the certain revenue stream against which they can finance up-front capital requirements, so each long-term PPA that SDCP signs with a developing facility will underpin a new, incremental renewable energy project. In addition, long-term PPAs lock in renewable energy supply around which SDCP can build its power supply portfolio while also providing power supply cost certainty around which SDCP can develop its pro forma financial model. Moreover, the California Renewable Portfolio Standard (RPS), as modified in 2015 by Senate Bill 350, requires that SDCP provide 65% of its RPS-required renewable energy from contracts of at least ten years in length.

Finally, in D.21-06-025, the California Public Utilities Commission (CPUC) required each Load Serving Entity (LSE) in California to make significant long-term purchase commitments for resource adequacy from new, incremental generation facilities that will achieve commercial operation during 2023 through 2026 for purposes of “Mid Term Reliability” (MTR). These requirements have been augmented and extended into 2026 and 2027 via D.23-02-040.

In pursuit of long-term contracts for renewable energy, staff released two RFPs for eligible Renewable Energy resources in the past 12 months. Staff are deep in negotiations with several respondents for resources that are expected to be online between 2025 and 2028.

Staff and the Energy Contracts Working Group (ECWG) evaluate all RFP submissions prior to entering negotiations with selected participants. Assuming that Staff and shortlisted developer(s) are able to agree to mutually agreeable contracts consistent with terms authorized by the ECWG, Staff then review draft agreements with the SDCP Board for approval and authorization to execute the relevant documents.

In addition to RFPs issued by SDCP, the Power Services team also closely monitors market offers from the IOUs in California to secure contracts for short-term and long-term renewable projects.

Local Development
SDCP’s rolling Local RFI remains open and has already brought in multiple projects under negotiation and contract, including the 35 MW Arrowleaf Solar+Storage facility (Imperial County, executed June 2023) and 19.5 MW of long-term agreements executed with EnerSmart for Local RA from battery storage facilities in San Diego County. SDCP also released an RFO for distributed renewable energy resources (DERs) on October 25th, which focuses on a broad range of distribution-level renewable projects within San Diego County. Staff are currently reviewing responses, which were received on December 22 and demonstrated robust market interest. We will review a shortlist of projects with the Energy Contracts Working Group before, hopefully, presenting a handful of resulting PPAs to the Board in the coming months for consideration. Additional ongoing local initiatives include a Feed-in-Tariff Program revamp and expansion, expected in Q1, and continued collaboration with member agency staff to identify strategic opportunities to further infill development in 2024.

As Program Administrators of the CPUC’s Disadvantaged Communities Green Tariff (DAC-GT) and Community Solar Green Tariff (CSGT) programs, SDCP launched the RFP solicitation for respective program resources on August 26th, proposals for which will be due in late February 2024. SDCP has hosted three webinars to aid bidders with the solicitation process.

SDCP’s Local RFI and Feed-in Tariff remain open. More information is available about each at the links below.
• https://sdcommunitypower.org/resources/solicitations/ • https://sdcommunitypower.org/programs/feed-in-tariff/ Short-Term RPS Procurement
SDCP staff continues to actively manage its environmental portfolio and closely monitor the market for renewable and carbon-free energy sources, procuring RPS in the bi-lateral market, and continuing procurement efforts as market opportunities become available.

These procurement efforts will serve to help meet SDCP’s near-term environmental goals as long-term projects in development come online.

Market Update
Due to lingering effects of the COVID-19 pandemic, namely inflation and heavily impacted commodity supply chains that have delayed development of new-build energy resources expected to be online over the last two years, the market for renewable energy and resource adequacy (RA) resources continues to be exceptionally tight and expensive.

Staff are working with developers, industry groups, the CPUC, and CA Governor’s Office and legislators to brainstorm near-term solutions while also actively procuring short-term energy and capacity products and long-term energy resources i) to meet SDCP's portfolio needs practically and cost-effectively and ii) to establish a portfolio of resources that will provide value to SDCP and California's clean, reliable energy needs into the future.

COMMITTEE REVIEW
N/A

FISCAL IMPACT
N/A

ATTACHMENTS
N/A

SAN DIEGO COMMUNITY POWER
Staff Report – Item 5
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Chandra Pugh, Director of People
Via: Karin Burns, Chief Executive Officer
Subject: Update on Human Resources
Date: January 18th, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Receive and File the Update on Human Resources.

BACKGROUND
Human Resources (HR) has been working on the following priorities:

Hiring
This month, SDCP welcomes several new employees.

Elaine Mezta, Key Accounts Manager
Michelle Porras, Sr. Executive Assistant
Current open positions include:

Clerk of the Board
Data Engineer
IT Manager
Data Scientist
Initiatives
HR and the Executive Team have received and are reviewing the 2024 Mercer study, which includes job analysis and salary grades for current and proposed jobs developed for SDCP.

SDCP is also a participant in a collective CCA compensation study (anticipated release in Jan-Feb 2024) which will also assist us with ensuring salary equity as we grow and retain our staff.

DISCUSSION AND ANALYSIS
N/A

COMMITTEE REVIEW
N/A

FISCAL IMPACT
N/A
ATTACHMENTS:

N/A

SAN DIEGO COMMUNITY POWER
Staff Report – Item 6
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Lucas Utouh, Senior Director of Data Analytics and Customer Operations Via: Karin Burns, Chief Executive Officer
Subject: Update on Customer Operations
Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Receive and file an update on SDCP’s customer operations.

BACKGROUND
Staff will provide regular updates to the Board of Directors centered around tracking opt actions (i.e., opt outs, opt ups and opt downs) as well as customer engagement metrics.

The following is a brief overview of items pertaining to customer operations.

ANALYSIS AND DISCUSSION
A) Mass Enrollment Update
Phase 4:

Mass enrollment for our Non-Net Energy Metering (NEM) customers in National City and Unincorporated County of San Diego is officially complete as of May 2023. As of January 1, 2024, SDCP is serving a cumulative total count of 939,617 active accounts correlating to 1,096,877 meters. There are 162,366 active accounts already enrolled in Unincorporated County of San Diego and 18,769 in National City.

Accounts on Net Energy Metering (NEM) within Phase 4 in National City and County of San Diego began enrollment into SDCP service in April 2023 and will continue through March 2024, coinciding with customers’ true up month. Enrolled customers will receive 2 post enrollment notices through the mail at their mailing address on file within 60 days of their account switching over to SDCP service.

B) Customer Participation Tracking
Staff and Calpine have worked together to create a reporting summary of customer actions to opt out of SDCP service, opt up to Power100, or opt down from Power100 to PowerOn. The below charts summarize these actions accordingly as of December 18th, 2023:
*Historical opt outs including inactive accounts as of 12/18/2023.

Phase 4 mass enrollment process in National City and Unincorporated County of San Diego for Non-Net Energy Metering (NEM) customers is officially completed as of May 2023. The participation rate for this new phase is fluid and will change as we continue with our enrollment of Net Energy Metering (NEM) customers from April 2023 through March 2024. In the interim, we are reporting on the opt outs and eligible accounts associated with the phase based on those accounts that we have noticed for enrollment on a rolling basis as of the reporting month.

C) Contact Center Metrics
With the transition to winter rates effective as of November 1st, call volumes have decreased as expected. We anticipate a relatively steady call volume during the winter period during the last months of our Phase 4 mass enrollment.

The chart below summarizes contact made by customers into our Contact Center broken down by month through December 18th, 2023:

Similar to other CCAs’ service territories, we are anticipating the trend of our customers calling into our Contact Center’s Interactive Voice Response (IVR) system tree and being able to self-serve their opt actions using the recorded prompts as well as utilizing our website for processing opt actions to continue accounting for over 60% of all instances.

The remaining portion of customer calls are connected to our Customer Service Representatives to answer additional questions, assist with account support, or submit opt actions.

D) Customer Service Email Trends

As of this latest reporting month, we still have a total of 13 Dedicated Customer Service Representatives staffed at our Contact Center and 2 Supervisors. Our robust Quality Assurance (QA) procedures are firmly in place to ensure that our customers are getting a world-class customer experience when they contact us.

AD-HOC COMMITTEE AND/OR SUBCOMITTEE REVIEW
N/A

FISCAL IMPACT
N/A

ATTACHMENTS
N/A

SAN DIEGO COMMUNITY POWER
Staff Report – Item 7
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Community Advisory Committee From: Jen Lebron, Director of Public Affairs
Via: Karin Burns, Chief Executive Officer
Subject: Marketing, Public Relations, and Government Affairs Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Receive and file update on marketing, public relations, and government affairs activities for San Diego Community Power (SDCP).

BACKGROUND
SDCP has engaged in a variety of public relations, marketing, community outreach, and local government affairs activities to drive awareness, spark community engagement, and maintain high customer enrollment.

ANALYSIS AND DISCUSSION
SDCP’s Public Affairs Department has been participating in events across our member agencies as it aims to increase general awareness and answer questions in a friendly, helpful manner.

Recent and Upcoming Public Engagement Events
Imperial Beach City Council
La Mesa Library
Business for Good
National City Community Breakfast
North Park Library
Imperial Beach Library
Mission Valley Library
Surfrider Imperial Beach Cleanup
Spring Valley Library
Chula Vista Chamber of Commerce
Ocean Beach Beach Cleanup
National City Library
Jackie Robinson Family YMCA Dr. Martin Luther King Jr. Human Dignity Award Breakfast Martin Luther King, Jr. Parade and Festival
San Diego Business Summit
Spring Valley Library
Imperial Beach Collaborative
Sun Coast Farmer’s Market
Cleantech Forum North America
University Heights Library
City Heights Library
Marketing, Communications and Outreach
SDCP is strategically planning marketing, communications and outreach activities as it prepares to announce the 2024 rates and the launch of several customer-focused programs later this year.

The Public Affairs team has been working diligently behind the scenes to support programmatic efforts including the launch of “Solar for Our Communities” green tariff programs, a recently launched electrification education hub, and updating information around the soon-to-be determined 2024 rates. The Public Affairs team is working closely with internal and external stakeholders to encourage participation in programs and leveraging relationships with community partners to amplify our marketing and outreach efforts.

SDCP is in regular communication with regional media in the spirit of transparency and openness with the goal of providing factual, timely information to the public at large. Over the past several months, SDCP has engaged with reporters to provide information about the greater energy landscape in California and update them on our organization’s activities.

The Public Affairs team will continue to develop new strategies, processes and capacity over the next several months to conduct more community outreach, expand brand awareness efforts, and provide timely, accurate information across multiple channels.

SDCP has ramped up its efforts to connect with local leaders. SDCP staff attended the Imperial Beach City Council meeting to provide an update on its activities since customers were enrolled in 2022. Staff have also been enhancing coordination with member agency staff and meeting with the leadership of sovereign tribal nations.

AD-HOC COMMITTEE AND/OR SUBCOMITTEE REVIEW
N/A

FISCAL IMPACT
N/A

ATTACHMENTS
N/A

SAN DIEGO COMMUNITY POWER
Staff Report – Item 8
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Xiomalys Crespo, Community Engagement Manager
Via: Karin Burns, Chief Executive Officer
Subject: Receive and File Community Advisory Committee Monthly Report Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Receive and file Community Advisory Committee (CAC) monthly report.

BACKGROUND
Per Section 5.10.3 of the San Diego Community Power (SDCP) Joint Powers Authority (JPA) Agreement:

At the direction of the Chief Executive Officer, the CAC provides quarterly presentations to the Board of Directors in the regular agenda, and monthly reports in the consent agenda. The next quarterly presentation will take place during the February 22, 2024 Board of Directors meeting.

ANALYSIS AND DISCUSSION
During the January 11, 2024 regular CAC meeting:
• Chair Vasilakis (City of San Diego) recognized and thanked former member Carolyn Scofield (City of Chula Vista) for her service in the CAC since May 2020, as well as staff members Patrick Welch, Senior Legislative Manager, and Elaine Mezta, Key Accounts Manager.
• The CAC approved the consent agenda, which included the December meeting minutes, updates on Marketing, Public Relations, and Government Affairs, Customer Operations, and Regulatory and Legislative Affairs. Members received staff reports and briefings for all items.
• The CAC heard a presentation on the 2024 Projected Rate Changes, and the Programs team provided an update on SDPC’s Flex Load Strategy. Members has questions regarding credit rating goals, how SDCP account for difference in seasons when setting rates, customer safety and protections as part of a Distributed Energy Resources Management System (DERMS), and SDCP incentives to purchase grid-enabled devices.
• The CAC also heard end of committee reports for its Programs Ad-Hoc Committee and its Community & Equity Ad-Hoc Committee. Following the reports, members discussed the need for additional programs-specific ad-hoc committees of shorter duration, and formed the following ad-hoc committees:
• Community Grants Ad-Hoc Committee, through which Members Castañeda (National City), Harris (La Mesa), and Sclafani (Chula Vista) will meet to provide feedback on the criteria proposed for SDCP’s next round of Community Grant Program; and
• Power 100 Ad-Hoc Committee, through which Members Cazares (La Mesa), Hammond (Encinitas), Andersen (County of San Diego), Sandoval (Imperial Beach), and Castañeda (National City) will discuss strategies to support businesses and community-based organizations in opting up to Power 100.
• The CAC discussed and recommended that the Board of Directors approve the CAC’s Scope of Work and Policies and Procedures by a unanimous vote. • Lastly, the CAC received an update on the proposed 2024 CAC Work Plan. Staff leveraged the CAC Community & Equity Ad-Hoc Committee to solicit and receive feedback on proposed changes for 2024 and will present a draft for Board consideration during its February 22, 2024 regular meeting. • Committee members had no announcements or further recommendations on potential agenda items for the Board of Directors.

As of January 11, 2024, the CAC has two vacancies representing the County of San Diego (unincorporated). Members of the public must be residents, community leaders, and/or business owners of the respective jurisdictions and may submit their applications electronically. The vacancies have been advertised at meetings, community events, and through SDCP’s social media.

COMMITTEE REVIEW
N/A

FISCAL IMPACT
There is no fiscal impact associated with this item.

ATTACHMENTS
Attachment A: Community Advisory Committee January 11, 2024 Regular Meeting Agenda
AGENDA – COMMUNITY ADVISORY COMMITTEE – SAN DIEGO COMMUNITY POWER 1 AGENDA
Regular Meeting of Community Advisory Committee
San Diego Community Power (SDCP)
January 11, 2024
5:30 p.m.

City of San Diego Metropolitan Operations Complex (MOC II) Auditorium 9192 Topaz Way, San Diego, CA 92123
Alternate Location:
7354 Eads Avenue, San Diego, CA 92037
The meeting will be held in person at the above date, time and location. Community Advisory Committee (CAC) Members and members of the public may attend in person. Under certain circumstances, CAC Members may also attend and participate in the meeting virtually pursuant to the Brown Act (Gov. Code § 54953). As a convenience to the public, SDCP provides a call-in option and internet-based option for members of the public to virtually observe and provide public comments at its meetings. Additional details on in-person and virtual public participation are below. Please note that, in the event of a technical issue causing a disruption in the call-in option or internet-based option, the meeting will continue unless otherwise required by law, such as when a CAC Member is attending the meeting virtually pursuant to certain provisions of the Brown Act.

Note: Any member of the public may provide comments to the Community Advisory Committee (CAC) on any agenda item. When providing comments to the CAC, it is requested that you provide your name and city of residence for the record. Commenters are requested to address their comments to the CAC as a whole through the Chair. Comments may be provided in one of the following manners:

1. Providing Oral Comments During Meeting. Anyone attending in person desiring to address the CAC is asked to fill out a speaker’s slip and present it to the CAC Chair or the Secretary. To provide remote comments during the meeting, join the Zoom meeting by computer, mobile phone, or dial-in number. On Zoom video conference by computer or mobile phone, use the “Raise Hand” feature. This will notify the moderator that you wish to speak during a specific item on the agenda or during non-agenda Public Comment. Members of the public will not be shown on video but will be able to speak when called upon. If joining the meeting using the Zoom dial-in number, you can raise your hand by pressing *9. Comments will be limited to three (3) minutes.

2. Written Comments. Written public comments must be submitted prior to the start of the meeting by using this (web comment form). Please indicate a specific agenda item when submitting your comment. All written comments received prior to the meeting will be provided to the CAC members in writing. In the discretion of the Chair, the first ten (10) submitted comments shall be stated into the record of the meeting. Comments read at the meeting will be limited to the first 400 words. Comments received after the start of the AGENDA – COMMUNITY ADVISORY COMMITTEE – SAN DIEGO COMMUNITY POWER 2 meeting will be collected, sent to the CAC members in writing, and be part of the public record.

If you have anything that you wish to be distributed to the CAC, please provide it via [email protected], who will distribute the information to the Members.

The public may participate using the following remote options:

Teleconference Meeting Webinar
https://zoom.us/j/93647500600
Telephone (Audio Only)
(669) 900-6833 or (253) 215-8782 | Webinar ID: 936 4750 0600

WELCOME

ROLL CALL

PLEDGE OF ALLEGIANCE

LAND ACKNOWLEDGMENT

SPECIAL PRESENTATIONS AND INTRODUCTIONS

ITEMS TO BE WITHDRAWN OR REORDERED ON THE AGENDA

PUBLIC COMMENT FOR ITEMS NOT ON THE AGENDA
Opportunity for members of the public to address the CAC on any items not on the agenda but within the jurisdiction of the CAC. Members of the public may provide a comment in either manner described above.

CONSENT CALENDAR
All matters are approved by one motion without discussion unless a CAC member requests a specific item to be removed from the Consent Calendar for discussion. A member of the public may comment on any item on the Consent Calendar in either manner described above.

1. Approval of December 7, 2023 CAC Meeting Minutes

2. Update on Marketing, Public Relations, and Government Affairs

3. Update on Customer Operations

4. Update on Regulatory and Legislative Affairs
AGENDA – COMMUNITY ADVISORY COMMITTEE – SAN DIEGO COMMUNITY POWER 3 REGULAR AGENDA
The following items call for discussion or action by the CAC.

5. Presentation on the Update on 2024 Projected Rate Changes Recommendation: Receive and File presentation on the Update on 2024 Projected Rate Changes

6. Update on Flex Load Strategy
Recommendation: Receive and File Update on Flex Load Strategy

7. Community & Equity Ad-Hoc End of Committee Report
Recommendation: Receive and File the Community & Equity Ad-Hoc End of Committee Report

8. Programs Ad-Hoc End of Committee Report
Recommendation: Receive and File the Programs Ad-Hoc End of Committee Report

9. Discussion of the Creation of New Ad-Hoc Committees
Recommendation: Discuss the Creation of New Ad-Hoc Committees and Approve Any

10. Approval of Amendments to the CAC Scope of Work
Recommendation: Recommend Board Approval of Amendments to the CAC Scope of Work

11. Approval of Amendments to the CAC Policies and Procedures Recommendation: Recommend Board Approval of Amendments to the CAC Policies and Procedures

12. Update on 2024 CAC Work Plan
Recommendation: Receive and File the Update on the 2024 CAC Work Plan

DISCUSSION OF POTENTIAL AGENDA ITEMS FOR BOARD OF DIRECTORS

MEETINGS
There are two ways that the CAC may bring items to the attention of the Board:

1. Standing Board Agenda Item: CAC Report. The CAC report may be a standing item on the Board agenda, in which the CAC Chair or CEO reports on updates related to a recent CAC meeting. Consistent with the Brown Act, items raised during the CAC report may not result in extended discussion or action by the Board unless agendized for a future meeting.

AGENDA – COMMUNITY ADVISORY COMMITTEE – SAN DIEGO COMMUNITY POWER 4 2. Suggesting Board Agenda Items: The CAC may suggest agenda items for a Board of Directors meeting agenda. Such agenda items would allow extended discussion or action by the Board. These must have prior approval of the SDCP Chief Executive Officer and the Chair of the Board of Directors to be added onto 4 the agenda. If approval is provided, staff must be given at least 5 days before the date of the Board meeting to work with the CAC to draft any memos and materials necessary.

COMMITTEE MEMBER ANNOUNCEMENTS
Committee Members may briefly provide information to other members and the public. There is to be no discussion or action taken on comments made by Committee Members unless authorized by law.

ADJOURNMENT
Availability of Committee Documents
Copies of the agenda and agenda packet are available at https://sdcommunitypower.org/resources/meeting-notes/. Late-arriving documents related to a CAC meeting item which are distributed to a majority of the Members prior to or during the CAC meeting are available for public review as required by law. Public records, including agenda-related documents, can instead be requested electronically at [email protected] or by mail to SDCP at PO Box 12716, San Diego, CA 92112. The documents may also be posted at the above website. Such public records are also available for inspection, by appointment, at San Diego Community Power, 2305 Historic Decatur Road, Suite 200, San Diego, CA 92106. Please contact [email protected] to arrange an appointment.

SAN DIEGO COMMUNITY POWER
Staff Report – Item 9
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Laura Fernandez, Director of Regulatory & Legislative Affairs Aisha Cissna, Senior Policy Manager
Patrick Welch, Senior Legislative Manager
Stephen Gunther, Senior Regulatory Analyst
Via: Karin Burns, Chief Executive Officer
Subject: Update on Regulatory and Legislative Affairs
Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATIONS
Receive and file the update on regulatory and legislative affairs.

BACKGROUND
Staff will provide regular updates to the Board of Directors regarding SDCP’s regulatory and legislative engagement.

ANALYSIS AND DISCUSSION
A) Regulatory Updates
Final Decision Conditionally Approving Extended Operations at Diablo Canyon Nuclear Power Plant Pursuant to Senate Bill 846
On December 14, 2023, the CPUC adopted a Final Decision directing and authorizing extended operations at Diablo Canyon Nuclear Power Plant (DCPP) until October 31, 2029 (Unit 1) and October 31, 2030 (Unit 2), pursuant to Senate Bill (SB) 846. DCPP is owned and operated by Pacific Gas and Electric (PG&E) with a combined generation capacity of 2,240 megawatts (MW).

The Decision outlines several conditions to the approval of extended operations as well as other related processes and considerations. Relevant to SDCP, the Decision allocates the costs and benefits of extended DCPP operations among all load-serving entities (LSE) subject to the Commission’s jurisdiction. • The process for allocating costs to the LSEs within each IOU’s territory shall use the Cost Allocation Mechanism (CAM), as recommended by CalCCA and others, using the 12-month coincident demand methodology. • The Commission finds it fair and reasonable to allocate Resource Adequacy (RA) benefits in the same manner as eligible costs (via CAM). o This decision recognizes that extending the RA credits for a 2,300 MW resource such as DCPP may have impacts on the RA market and, potentially, the Planning Reserve Margin established for LSEs in a future RA proceeding.
o RA benefits are allocated to each IOU on the basis of 12-month coincident peak demand, then among each large IOU’s LSEs. o RA benefits shall be allocated to LSEs as a load decrement using a process that mirrors the CAM process.
• PG&E shall offer to LSEs that are paying for extended operations of DCPP the ability to use their share of DCPP’s GHG-free attributes for their power content label.
o The existing process for voluntarily offering the GHG attributes of certain resources to LSEs, as adopted in D.22-06-066, will be used as a model.

B) Federal Activities Report
On Tuesday, December 13, 2023, San Diego Representative Mike Levin introduced the Clean Electricity and Transmission Acceleration (CETA) Act as H.R. 6747. Rep. Levin co-chairs the House Sustainable Energy and Environment Coalition Clean Energy Deployment Task Force. SDCP has endorsed CETA, and the press release introducing the legislation featured a quote from SDCP CEO Karin Burns, who said that the bill will “strengthen grid reliability and enable projects that will reduce greenhouse gas emissions from the energy sector.”
CETA focuses on improving the deployment of long-distance transmission power lines to connect more renewable energy resources to the grid. It does this through a number of mechanisms, including a 30% transmission investment tax credit and improvements to interregional transmission planning. It also seeks to promote development of renewable energy projects on federal lands, with revenues going to conservation efforts. Finally, the bill would establish a national offshore wind permitting target and seeks to improve community engagement by, for example, requiring that agencies complete community impacts reports.

CETA is endorsed by 74 Democrats. There aren’t any Republican co-sponsors. The legislation has been referred to nine committees.

C) State Legislative Activities Update
The Legislature convened for the 2024 legislative year on January 3. Legislators have until February 16 to introduce new bills. The session ends at midnight on August 31. This will be the first full year of leadership for new Assembly Speaker Robert Rivas, who recently replaced Assemblymember Anthony Rendon after he served in the post for seven years. Just before the new year, Speaker Rivas exercised his power to shape the membership of important committees; he replaced Assemblymember Eduardo Garcia with Assemblymember Cottie Petrie Norris as chair of the Assembly Utilities & Energy Committee. She represents the Irvine area and has not authored any energy related legislation in her time in elected office. The State Senate will also soon be under new leadership. In February, Senator Mike McGuire will replace Senator Toni Atkins as pro Tem (she terms out in 2024). Senator McGuire has not announced if he will make any committee assignment changes.

Governor Newsom released his January budget proposal on January 10. This is a constitutionally required action and sets the stage for six months of legislative debate about the state’s finances and associated policies. This is expected to be a tough budget year. Due to a decline in the stock market and a major delay in tax receipts, the Governor anticipates that the state faces a $37.9 billion shortfall, while the Legislative Analyst’s Office estimates the state could face a $68 billion deficit.

The Governor proposes to pull $13.1 billion from the state’s rainy-day fund and to make $8.5 billion in cuts (along with some program delays and deferrals) to close the budget gap. The Governor proposes to cut or delay some energy programs, including a delay of $200 million at the CPUC for residential solar + storage and an elimination of $283 million for the Equitable Building Decarbonization program at the California Energy Commission.

Importantly, the Governor does not want to reduce the budget for the Strategic Reliability Reserve, which is a suite of energy programs intended to help keep the lights on during extreme weather events that strain the grid in the summer. The Governor also wants to maintain most of the $10 billion for zero-emission vehicle programs appropriated in the last two budget cycles. He is proposing some minor delays in some areas, such as the Equitable At-Home Charging program.

While there are some proposed cuts to programs that align with SDCP priorities, given the budget deficit faced by the state, it is notable that the Governor is proposing to preserve most energy and zero-emission related funding. Preservation of the Strategic Reliability Reserve is also important and notable, given the continued likelihood of capacity shortfalls on the grid during summer months through 2026. The Governor will propose various trailer bills in the coming weeks to accompany his budget proposal. The Governor last year used the trailer bill process to introduce his concept of central procurement, which was eventually signed into law. The Governor has yet to release the associated trailer bills for this year’s budget and it remains unclear if he will propose any major energy policies.

AD-HOC COMMITTEE AND/OR SUBCOMITTEE REVIEW
N/A

FISCAL IMPACT
N/A

ATTACHMENTS
N/A

SAN DIEGO COMMUNITY POWER
Staff Report – Item 10
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Kiran Singh, Director Data Analytics & IT
Via: Karin Burns, Chief Executive Officer
Subject: Approval of Fourth Amendment to the Professional Services Agreement with Brentech Inc. to increase the not-to exceed contract value to $246,720 in Fiscal Year (FY) 2023-24 for equipment and non-equipment (also referred to as IT Consulting Services) through June 30, 2024 Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATIONS
Approve the fourth amendment to the Professional Services Agreement with Brentech Inc. (Brentech Agreement) to increase the not-to-exceed contract value to $246,720 ($126,720 for non-equipment also referred to as IT consulting services and $120,000 for equipment) in FY23-24 and to authorize the Chief Executive Officer to execute the agreement.

BACKGROUND
On August 17, 2021, San Diego Community Power (SDCP) approved the Brentech Agreement for computer and information technology (IT)-related services and technical labor through June 30, 2022 with a not-to-exceed amount of $48,000 ($24,000 for non-equipment services and $24,000 for equipment).

Brentech Inc. is one of San Diego’s longest established computer and information technology solutions providers servicing San Diego, Riverside, and Orange Counties with business solutions for over 40 years.

Brentech Inc. provides full IT, cloud-based services, and computer system services including:
• Purchase and setup of business-class laptops
• Configuration of cloud-based systems including Microsoft 365, Microsoft application suite (e.g. Word, Excel, Teams, etc.), Microsoft Azure, Microsoft Authenticator, Adobe Acrobat DC, etc.
• Setup, configure, and manage Microsoft 365 accounts for all Staff members • Setup, configure, and manage miscellaneous email inboxes (Exchange setups) • Provision of support services to staff members regarding any IT/computer related inquiries, issues, and troubleshooting:
• Advise, establish, configure, and manage IT and network security protocols, policies, best practices, and trainings.
• Assist with, resolve, and report on security breaches (including but not limited to hacking, phishing incidents, virus installations, and all other compromises of SDCP systems and networks).
• Work with and assist SDCP contracted vendors to conduct regular and periodic security audits, including installing monitoring and reporting clients for audit purposes.

Subsequently, on July 29, 2022, SDCP amended and extended the Brentech Agreement through June 29, 2022 with a not-to-exceed amount for FY22-23 of $73,000 ($33,000 for non-equipment services and $40,000 for equipment).

After the amendment, on February 1, 2023, SDCP hired an IT Associate as SDCP desired to transition its IT services from Brentech Inc. to be delivered internally. This transition was intended to be in parallel to retaining Brentech Inc. in the short term to ensure continuity in IT services.

On April 27, 2023, SDCP approved a second amendment with Brentech Inc. for computer and information technology-related services and technical labor through June 30, 2024, with a not-to-exceed amount of $77,380 ($34,980 for non-equipment services and $42,400 for equipment).

Since the second amendment, SDCP’s IT Associate position has been vacated and SDCP has therefore required additional services from Brentech Inc. to ensure business operations were not negatively impacted. Those services include an on-site IT Technician which resulted in a significant increase in hours billed. SDCP is currently in the process of reviewing applications for an IT Manager role as well as posting of an IT Systems Engineer position to create a worldclass IT and Data Analytics team and transition the IT function internally; therefore reducing the dependency on external vendors for such services.

On June 22, 2023, the SDCP Board adopted its FY23-24 budget which included in its hiring plan a new Director of IT and Data Analytics. An additional 300 contract hours was estimated to cover the agency’s need for an IT consultant until the establishment of an internal IT department.

On September 28, 2023, the SDCP Board approved a third amendment with Brentech Inc. to increase the not-to-exceed amount of $112,360 ($69,960 for non-equipment services also referred to as IT consulting services and $42,400 for equipment). An additional 300 contract hours was estimated to cover the agency’s needs for an IT consultant until the establishment of an internal IT department.

On November 1, 2023 SDCP entered a new sublease agreement and moved office spaces. Brentech Inc. facilitated the move with regards to all IT matters, which resulted in substantial usage of contract hours. While SDCP has not yet hired an IT Systems Engineer to reduce the demand of contracted hours with Brentech, Inc., SDCP has onboarded a Director of IT and Data Analytics to continue its commitment to building its in-house IT services functions.

ANALYSIS AND DISCUSSION
Staff recommends increasing the Brentech Inc. Agreement for a not-to-exceed amount of $246,720 ($126,720 for non-equipment also referred to as IT consulting services and $120,000 for equipment) in FY23-24.

The third amendment stated a not-to-exceed amount of $69,960 for non-equipment services which equates to 300 contract hours. SDCP estimates an additional 960 hours of service is needed from Brentech Inc. for the remainder of FY23-24. The services included are all on-site IT Consultant or Technician responsibilities such as new employee onboarding, troubleshooting hardware and software, network maintenance, Board and committee meeting setup, internal presentation or meeting equipment setup and other various IT related tasks.

SDCP plans to release a Request for Proposal for IT Consultant services in the first half of 2024.

COMMITTEE REVIEW
N/A

FISCAL IMPACT
Given the vacancy in SDCP’s IT Associate position and the recent move to SDCP’s new offices, SDCP anticipates shifting FY23-24 cost savings in personnel to offset the increase in professional services resulting from this Amendment. Cost of this action includes an increase to the Agreement’s not-to-exceed amount of $246,720 ($126,720 for non-equipment also referred to as IT consulting services and $120,000 for equipment through June 30, 2024.

ATTACHMENTS
Attachment A: Fourth Amendment to Professional Services Agreement Between San Diego Community Power and Brentech Inc.

AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN
SAN DIEGO COMMUNITY POWER AND BRENTECH INC.

THIS FOURTH AMENDMENT (“Fourth Amendment”) is entered into as of this 18 th
day of January 2024 by and between SAN DIEGO COMMUNITY POWER, a California joint powers authority (“SDCP”) and BRENTECH INC., a California corporation (“Consultant”).

SDCP and Consultant are sometimes individually referred to herein as the “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, the Parties entered into that certain Professional Services Agreement between San Diego Community Power and Consultant, dated August 17, 2021, a First Amendment to the Professional Services Agreement, dated July 29, 2022, and a Second Amendment to the Professional Services Agreement, dated April 27, 2023, and a Third Amendment to the Professional Services Agreement, dated September 28, 2023 (collectively, the “Agreement”); WHEREAS, pursuant to the Agreement, Consultant provides computer-related and information technology (“IT”)-related services and technical labor services to SDCP; and WHEREAS, the Parties desire to amend the Agreement to revise the scope of work, and to increase the not-to-exceed amount.

AGREEMENT
NOW, THEREFORE, it is agreed by and between the parties as follows:

1. Recitals. The Recitals set forth above are true and correct and are incorporated into the body of this Amendment as though expressly set forth herein.

2. Amendment of Section 3.1.1. Section 3.1.1 of the Agreement is amended to increase the not-to-exceed amount for fiscal year 2023-24 to One Hundred and Twenty Six Thousand Seven Hundred and Twenty Dollars ($126,720).

3. Amendment of Section 3.1.2. Section 3.1.2 of the Agreement is amended to increase the not-to-exceed amount for fiscal year 2023-24 to One Hundred and Twenty Thousand Dollars ($120,000).

4. Amendment of Exhibit C. Exhibit C is hereby replaced in its entirety with a new and modified Exhibit C, attached hereto.

5. Effect of Amendment. Except as expressly set forth in this Amendment, all other sections, provisions, exhibits and commitments of the Agreement remain unchanged and in full force and effect.

6. Capitalized Terms. Any capitalized terms not defined herein shall have the meanings set forth in the Agreement.

7. Counterparts. This Amendment may be executed in one or more counterparts, including facsimile counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment to the Professional Services Agreement between San Diego Community Power and BrenTech Inc., as of the date first set forth above.

SAN DIEGO COMMUNITY POWER
By:_____________________
Name: Karin Burns
Title: Chief Executive Officer
APPROVED AS TO FORM:
________________________
SDCP General Counsel
BRENTECH, INC.

By:_____________________
Name: Daniel Brenner
Title: President

EXHIBIT C

COMPENSATION BILLING RATES
Consultant will provide 75 Contract Hours of services for eight-thousand seven-hundred and forty-five dollars ($8,745), with the ability to purchase additional 75 Contract Hours, not to exceed 960 Contract Hours. SDCP will pay a retainer of $8,745 for each 75 Contract Hours under this Agreement. Consultant will charge a one-hour minimum charge for all onsite service calls. Consultant will charge for remote access support in 15-minute increments. Consultant will provide free voice telephone support with this service agreement during normal business hours.

Consultant will invoice SDCP for work performed according to the charge provisions set above and at contract hour rates set below.

Title Amount
Technician Technician 1.0 contract hours for each hour worked Engineer Engineer 1.25 contract hours for each hour worked All labor and support, and telephone support performed after normal business hours are billed at

1.5 times above contract technician and engineering contract hour rates above.

If labor is required in excess of the 960 Contract Hours, at SDCP’s sole discretion and subject to request and approval from SDCP, Consultant will charge for labor time at standard labor rates set below:

Title Amount per Hour
Technician $168.54
Engineer $210.94
All labor performed after normal business hours are billed at 1.5 times the standard labor rates.

At no point shall the amount billed by Consultant exceed the Compensation amount set forth in Section 3.1 of the Agreement unless approved by SDCP in accordance with Section 3.1, subsections 3.1.1 & 3.1.2.

EQUIPMENT
Any equipment, parts, supplies, and/or other ancillary costs requested by SDCP for procurement by Consultant will be sent to SDCP for approval before being purchased by Consultant and invoiced to SDCP as a pass-through cost.

TRAVEL TIME
All time charged against the agreement will include a round trip travel charge for areas outside of the local area, calculated as travel time North of Hwy 78, South of Hwy. 94, and East of 67 Hwy, billed in 15-minute increments beginning at perimeter of local area.

SAN DIEGO COMMUNITY POWER
Staff Report – Item 11
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Jen Lebron, Director of Public Affairs
Via: Karin Burns, Chief Executive Officer
Subject: Approval of the Marketing Community Initiative Partnership with TEGNA through December 31, 2024.

Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Approve TEGNA Marketing Community Initiative Partnership Agreement for messaging strategy, video production, long-form interviews, & digital support services.

BACKGROUND
San Diego Community Power (SDCP) is seeking to partner with San Diego’s most-watched local media outlet that can publicize and align SDCP with a cause-related community campaign. SDCP would like to execute a fully integrated campaign with both promotional and news elements. TEGNA, which owns local television station KFMB-TV/CBS 8, can provide a media strategy and assets that will spotlight SDCP and its benefits to both the greater community and to organizations that are working to tackle local issues such as the housing crisis, food insecurity, and inflationary pressures.

ANALYSIS AND DISCUSSION
Staff recommends executing this TEGNA Marketing Community Initiative Partnership Agreement to allow SDCP to spread the word about its service to the community and opportunities to highlight program offerings that support customers.

As part of its Community Initiative Partnership, SDCP will be the primary sponsor of segments that feature nonprofits in the region that are supporting communities of concern and making a positive impact on the region at large.

Some of the deliverables as part of the agreement include:
• Billboards
• Long Form Segments that explain what SDCP is and how it is making an impact on San Diegans
• 30- and 15-second advertisements that encourage customers to take advantage of SDCP benefits that will air on San Diego CBS and CW affiliate television stations and streaming services
• A 30-minute special CBS8+, a streaming service
• Promos for the special
• CBS8.com Home Page Take Over
TENGA estimates that the package will provide more than 10 million impressions through paid media opportunities before taking into account viewership of earned media opportunities. The cost of 1.7 cents per impression provides value to SDCP customers who should take advantage of programmatic offerings.

TEGNA owns 64 news brands in 51 markets, including CBS8 and the CW in San Diego, making it one of the largest and geographically diverse broadcasters in the U.S. TEGNA is also the largest owner of “Big Four” affiliates in the top-25 markets among independent station groups and reach approximately 40 percent of all TV households nationwide.

The partnership provides a unique opportunity for SDCP to greatly expand its marketing reach while supporting a local media outlet.

FISCAL IMPACT
The cost of this Agreement through December 31, 2024 is $174,044.

ATTACHMENTS
Attachment A: TEGNA Community Partnership KFMB Scope of Work All ideation enclosed herein is proprietary to TEGNA and may not be copied.

MARKETING COMMUNITY INITIATIVE PARTNERSHIP

SCOPE OF WORK

OVERVIEW
San Diego Community Power and TEGNA will partner together to spotlight SDCP and the benefits to the greater community and organizations that are working to tackle issues such as food insecurity, housing crisis and inflationary pressures.

BUSINESSS OBJECTIVES THIS YEAR
 Partner with a strong local media/TV outlet to publicize, brand and align with a cause related community campaign.
 Execute a fully integrated campaign with both promotional and news elements.

COMMUNITY AWARENESS
January 2024 – December 2024
Focus is on community awareness and engagement. Specifically, we will look to tell the stories of organizations that are working to help the San Diego community at large.

Deliverables

1. Messaging Strategy
In Content Franchise Open Working For Our Community-:05 Billboards San Diego Living Production Long Form Segments 2:30 – SDCP final approval before air KFMB Production :30 – SDCP final approval before air
KFMB Production :15 – SDCP final approval before air
San Diego Living 2:30 to air CBS/CW
:30 to air on CBS/CW
:15 to air on CBS/CW
Working For You 30-minute special CBS8+
Working For You Promos
Premion Streaming :30
Audience Marketplace retargeting :15
CBS8+ 30 Minute Special posted
CBS8+ production of SDCP intro segment if desired-CBS8.com Home Page Take Over CBS8.com Pre-roll
52x
4x
4x
4x
24x
357x
135x
3x
180x
1,445,783
210,526
n/a
1x
6x
210,526

2. Video Production
Based on the messaging strategy, KFMB Stations will subsequently develop one (1) :05 second video franchise open for Working For Our Community weekly news, (4) :30’s and (4) :15’s-(one per quarter as needed for messaging). KFMB will also produce six (3) thirty-minute specials between January 2024 and December 2024.

All news editorial content will air at the sole discretion of the KFMB stations content team.

All ideation enclosed herein is proprietary to TEGNA and may not be copied.

3. Long-Form Interviews
TEGNA will pre-record and coordinate details for twelve (4) versions of San Diego Living Segments to spotlight grant recipient organizations. These 2:30 broadcast TV segments will be pre-recorded and includes final approval by SDCP prior to airing.

4. Digital Support
TEGNA will execute twelve (6) home page takeovers during the campaign. SDCP will provide creative per TEGNA specs provided separately. If needed KFMB Stations can produce creative with SDCP final approval to run for the duration of the campaign.

INVESTMENT
The investment for KFMB Station’s marketing services as outlined in this scope of work is as follows:
 Total Inclusive Program Investment: $175,044 Gross
 Jan-June $7294 gross monthly/July-December $21,880 gross monthly Annual sponsorship includes first right of refusal by 11/1/2024 for 2025.

AUTHORIZATION
The below parties agree to the deliverables and terms outlined in this scope of work.

For SDCP: For TEGNA:
______________________________ ______________________________ Signature Signature
______________________________ ______________________________ Printed Name Printed Name
______________________________ ______________________________ Title Title

SAN DIEGO COMMUNITY POWER
Staff Report – Item 12
-------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Xiomalys Crespo, Community Engagement Manager
Via: Karin Burns, Chief Executive Officer
Subject: Approval of Amendments to the CAC Scope of Work and Policies and Procedures
Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Recommend Approval of Amendments to the Community Advisory Committee’s (CAC):
a. Scope of Work
b. Policies and Procedures

BACKGROUND
Per Section 5.10.3 of the San Diego Community Power (SDCP) Joint Powers Authority (JPA) Agreement:

The Board shall establish a Community Advisory Committee comprised of non-Board members. The primary purpose of the Community Advisory Committee shall be to advise the Board of Directors and provide for a venue for ongoing citizen support and engagement in the strategic direction, goals, and programs of the Authority. .The Community Advisory Committee is advisory only, and shall not have decision-making authority, nor receive any delegation of authority from the Board of Directors. Each Party may nominate a committee member(s) and the Board shall determine the final selection of committee members, who should represent a diverse cross-section of interests, skills sets and geographic regions.

ANALYSIS AND DISCUSSION
Scope of Work
To provide specific guidance to CAC members on the roles and responsibilities of the CAC, staff is recommending amendments to the Scope of Work approved at the January 30, 2020 Board of Directors meeting and last amended during its August 26, 2021 meeting.

Concurrent to revisions to the annual CAC Work Plan and the Standard Operating Procedures, staff worked with CAC Ad-Hoc Committee members to revise the CAC Scope of Work to better capture member duties and clarify processes and authority. The Community and Equity Ad-Hoc Committee discussed potential amendments to the CAC Scope of Work during the November 6, 2023 and the December 4, 2023 meetings.

The proposed amendments include changing the time frame of the CAC Work Plan from fiscal years to calendar years to better track outcomes independent of member terms, streamlining language to clearly reflect SDCP’s priority of justice, equity, diversity, and inclusion and the CAC’s equity overview focus, and specifying the role of members in representing all our member agencies.

Policies and Procedures
Previously named “Standard Operating Procedures” and last discussed at the CAC during its July 8, 2022 regular meeting, the proposed amendments to the CAC Policies and Procedures are an effort to streamline and clarify guidance around compliance relating to CAC membership, meetings, and processes. Staff worked with SDCP’s legal counsel to create these changes, which are expected to enhance committee and meeting efficiency.

Of note, staff has included the Membership Terms and Criteria, a previously separate document, in the proposed Policies and Procedures to create a single document relating to the policies, procedures, and membership of the CAC that members may more efficiently reference.

Additionally, recommended amendments include: consolidating various sections under new headings; outlining the member selection process; clarifying term duration after a vacancy is filled and term limits are reached; establishing the bylaws as meeting procedure unless otherwise provided in the Policies and Procedures; reaffirming that no items suggested during a regular meeting can be discussed unless included in the agenda; and adding Brown Act language regarding social media and email addresses. 2024 CAC Work Plan
Staff leveraged the formation of the Community & Equity Ad-Hoc Committee to discuss changes to these key documents as well as revisions to the CAC work plan. Proposed changes to the current workplan include: clarifying strategies under each focus to better track progress and outcomes; specifying proposed educational presentations; defining information-sharing protocols to activate member advocacy; deleting redundant areas of focus; updating areas of focus to reflect status of implementation; and adding Civic Engagement and Participation as an area of focus to explore and develop ways to increase participation at CAC meetings, leverage CAC members’ networks, and foster CAC member turnover resiliency. Should the CAC recommend Board approval of these revisions at their next meeting, the 2024 CAC Work Plan is expected to be agendized at the February 22, 2024 Board of Directors meeting for review and approval.

COMMITTEE REVIEW
During its January 11, 2024 regular meeting, the CAC unanimously recommended that the Board approve the proposed Scope of Work and Policies and Procedures.

FISCAL IMPACT
There is no fiscal impact associated with this update.

ATTACHMENTS
Attachment A: Proposed Community Advisory Committee (CAC) Scope of Work Attachment B: Proposed Community Advisory Committee (CAC) Policies and Procedures Attachment C: Proposed Changes to the Community Advisory Committee (CAC) 2024 Work Plan
Community Advisory Committee
Scope of Work - DRAFT
Amended by the Board of Directors on ___ XXXX
The purpose of the San Diego Community Power (SDCP) Community Advisory Committee (CAC) is to advise the Board of Directors and provide for a venue for ongoing citizen support and engagement in the strategic direction, goals, and programs of SDCP, as stated in section 5.10.3 of the SDCP Joint Powers Authority Agreement. This Scope of Work may be amended at the Board’sdiscretion.

The CAC will, under the direction of the Board of Directorsand authorized SDCP staff:

1. Provide a venue for ongoing citizen support and engagement in the strategicdirection, goals, and programs of SDCP;

2. Elect CAC officers and define priorities and duties within its scope to ensure the Committee can operate independently and collaboratively, with limited support from SDCP staff;

3. Adopt a work plan at the start of every calendar year that aligns with the defined objectives and scope approved by the Board of Directors to assist in decision-making;

4. Assist the Board in identifying issues of concern and opportunities to educate communitymembers about SDCP;

5. Provide monthly reports and quarterly updates to the Board of Directors with findings and recommendations asmay be needed;

6. Represent the views, concerns, priorities, and needs of their member agencies and the larger community in comments and recommendations;

7. Incorporate language around equity, diversity, and inclusion in discussions as they relate toSDCP operations

8. Support the planning and engagement of community outreach events and special projects as appropriate; and

9. Inform community members of current SDCP rates, goals, and programs, and encourage participation in publicly noticed meetings.

Effective Date: ______, 2024. 1
Community Advisory Committee
Policies and Procedures - DRAFT
The purpose of the San Diego Community Power (SDCP) Community Advisory Committee (CAC) is to advise the SDCP Board of Directors and provide a venue for ongoing citizen support and engagement in the strategic direction, goals, and programs of SDCP, as stated in section 5.10.3 of the SDCP Joint Powers Authority (JPA) Agreement. The CAC plays an important role in ensuring transparency, accountability, and effective community engagement within SDCP; the CAC is required to comply with the Ralph M. Brown Act (Brown Act), which requires all meetings of the CAC to be open and public.

This document provides policies and procedures on CAC membership, meetings, how the CAC will operate and interact with SDCP staff and the Board, and other matters.

I. Membership
A. Membership Criteria
The CAC shall consist of two (2) members from each member agency (currently a total of 14). This composition may be revisited by the Board if new member agencies are added to SDCP.

Members shall be residents, business owners, employees or representatives of a community-based organization located within one of the member agencies of SDCP.

There shall be at least one (1) CAC member that is a renter within SDCP’s service territory and one (1) that is a business owner.

SDCP aims to ensure a wide variety of perspectives and participation on the CAC, consistent with its core mission, vision, and principles.

Members commit to fulfilling the role and responsibilities outlined under these Policies and Procedure and the CAC’s Scope of Work.

B. Selection Process
Each Board Director may nominate a committee member and the Board shall determine the final selection by a simple majority vote. When reviewing applicants for membership, the Board of Directors should seek to ensure that the CAC represents a diverse cross-section of interests and skills sets and should prioritize members, when feasible, from diverse social, economic, and racial backgrounds that are representative of all residents within the service territory of SDCP.

Applicants must be committed to attending regular CAC meetings and occasional SDCP Board meetings.

Effective Date: ______, 2024. 2
C. Term Limits
Members serve staggered three-year terms, with a limit of two (2) consecutive terms. If a member is appointed to serve a partial term for more than 18 months, that partial term will be considered a full term for purposes of this provision.

D. Resignation
CAC members may resign their position by sending a written resignation letter addressed to the Board of Directors or Board Secretary. The notice of resignation may specify a date on which the resignation will become effective. If a CAC member ceases to reside or do business within the member agency service area from which they were appointed, the member is deemed to have resigned their CAC membership.

E. Removal
CAC members may be removed by a majority vote of the Board of Directors should the Board determine that the member has failed to comply with these Policies and Procedures or for any other cause or no cause in the sole direction of the Board. If a member misses four (4) consecutive meetings, they may be removed by the Chair of the Board of Directors upon written notification from the Board Chair, unless excused for good cause by the Board Chair.

F. Vacancy
If at any time a vacancy occurs on the CAC, a replacement shall be appointed to serve the remainder of the former member’s term.

II. Responsibilities of CAC Members
A. General Responsibilities
CAC Members will: (a) attend each meeting or inform SDCP staff and the CAC Chair if they will be late or absent; (b) prepare for meetings by reviewing information provided in advance, including agendas, minutes, staff reports, and attending briefings prior to the meeting; (c) commit to fostering a safe, respectful, and inclusive environment; (d) if requested, and where feasible, participate in sub- or ad-hoc work groups that may be established to cover specific topics; and (e) provide comments and questions during regular meetings that:
• Are consistent with the CAC Scope of Work, the published agenda, and the Brown Act;
• Represent the interests of the communities represented; and Effective Date: ______, 2024. 3
• Contained to the allotted five (5) minutes per member per item, unless otherwise allowed by the CAC Chair.

B. Conflicts of Interest and Ethical Conduct
Members shall review and comply with SDCP’s Conflict of Interest and Ethical Conduct Policy. Members are required to identify and manage conflicts of interest pursuant to the procedures and requirements in that policy and applicable law, including the Political Reform Act, Government Code section 1090, and regulations of the Fair Political Practices Commission.

C. Code of Conduct & Required Training and Reporting
Members must complete all required training and reporting associated with serving on the CAC, which includes, but is not limited to:
• Ethics Training, including training on the Brown Act and Public Records Act • Sexual Harassment Prevention Training
III. Meetings
A. Structure and Frequency
Meetings of the CAC will comply with the Ralph M. Brown Act (Brown Act, Government Code § 54950, et seq.), will be conducted in person, and are subject to SDCP’s Teleconferencing Policy.

CAC meetings, times, and location be determined by the CAC on a yearly basis in consultation with SDCP staff to ensure availability of meeting locations and staffing and consistency with meetings of the SDCP Board and other committees.

B. Quorum and Voting
The CAC will only conduct business when a quorum consisting of more than 50% of the appointed CAC members are present. The CAC may act by motions approved by a majority of the quorum present at a meeting. Motions resulting in a tie vote or less than a majority will represent a failed motion. The CAC will seek consensus where possible.

Where consensus is not reached, the Chair will seek to communicate diverging views in delivery of the recommendation to the Board. Except as otherwise provided in these Policies and Procedures, SDCP’s Bylaws will be used as a guide on meeting procedures, if applicable.

C. Required Attendance
CAC members must attend at least 50% of all yearly meetings. If a CAC member is absent for three (3) consecutive meetings, unless excused for good cause by the Chair of the Board, SDCP staff will contact the Member by phone or in writing and inform them of this Effective Date: ______, 2024. 4
provision. If the member misses a fourth (4th) consecutive meeting, they may be removed through a written notification from the Chair of the Board.

D. Public Comments
The public may provide public comments in accordance with the Brown Act and the published agenda. To ensure public comment is heard in a timely manner, the Chair will call on staff to acknowledge any public comments after presentations or staff discussion are concluded in a particular agenda item.

E. Adding Agenda Items to Community Advisory Committee Meetings CAC members shall suggest agenda items be added to CAC meetings by communicating them to the Chair and the designated SDCP staff. This will create a streamlined process where the Chair and SDCP staff can collect these requests and discuss them for approval with the SDCP Chief Executive Officer or their designee.

F. Adding Agenda Items to Board of Directors Meetings
There are two ways that the CAC may bring items to the attention of the Board at a Board meeting:

1. Standing CAC Report
The CAC report may be a standing item on the Board agenda, in which the CAC Chair, CEO, or designated staff reports on updates related to a recent CAC meeting. Consistent with the Brown Act, items raised during the CAC report may not result in extended discussion or action by the Board unless agendized for a future meeting.

2. Suggesting Board Agenda Items
The CAC may suggest agenda items for a Board of Directors meeting agenda by communicating with the CAC Chair and the designated SDCP staff, before and/or after a regular CAC meeting. If suggested during a regular meeting, there shall be no discussion or action by the CAC unless the item has been included on the CAC agenda. To be added to a Board agenda, items must have the approval of the SDCP Chief Executive Officer and the Chair of the Board of Directors. If approval is provided, staff must be given at least 5 business days before the date of the Board meeting to work with the CAC to draft any memos and materials necessary.

IV. CAC Officers
A. Chair
The Chair of the CAC will: (a) serve as the primary liaison and spokesperson for the CAC with SDCP staff and the Board of Directors; (b) support SDCP staff with setting the CAC agenda; (c) guide the CAC in developing an annual Work Plan consistent with the CAC Effective Date: ______, 2024. 5
Scope of Work and approved by the Board of Directors; (d) determine if meetings are required or if a meeting should be canceled; (e) lead and manage CAC meetings to ensure all CAC members and community members are heard, work to keep meetings to the allotted time, and manage public comments; (f) work with staff to determine a suitable meeting location and a recurring date and time; (g) represent the CAC at the Board of Directors to provide updates, submit information, or respond to Board requests; and (h) represent the CAC within SDCP processes, to other organizations, or at events, as appropriate.

B. Vice-Chair
The Vice-Chair of the CAC will assume CAC Chair responsibilities in the event the Chair is absent from a meeting or otherwise unable to perform their duties.

C. Secretary
The Secretary of the CAC will take attendance and meeting notes and work with SDCP staff to distribute relevant information to members.

D. Election of Officers
Officers may be nominated or self-nominated and elected at every July meeting by a simple majority vote of the CAC. Each nomination requires a second. If there is only one nominee for a position, the CAC members will vote “yes” or “no” to elect the nominee. If there is more than one nominee for a position, the CAC will cast their votes by name until a nominee receives a majority vote. The terms will be for one (1) year or until a successor is elected, with the option for officers to be re-elected for up to three (3) terms.

Representatives required for a singular function or service may be elected using the same procedures described above when the need arises, for a term defined by the singular function or service.

V. Responsibilities and Interactions with SDCP Staff
SDCP staff will: (a) create regular meeting agendas with the support of the CAC Chair; (b) notice regular meetings according to Brown Act requirements; (c) provide general support and respond to questions during regular meetings, as needed; and (d) communicate any CAC recommendations to the Board.

The CAC Chair is the primary liaison to SDCP staff for all matters related to the CAC. All communications shall be directed to the CAC Chair and the designated SDCP staff overseeing the CAC.

VI. Interacting with and Reporting to the SDCP Board of Directors The CAC Chair is the primary liaison to SDCP staff and the Board for all matters related to the CAC. It should also be noted that the CAC Chair may also be called upon by the Board Chair to speak on various matters.

Effective Date: ______, 2024. 6
At the direction of the Chair of SDCP’s Board of Directors, the CAC, via staff, shall provide monthly updates and quarterly reports during the regular meetings of the Board of Directors.

VII. Requesting Information to Support CAC Work
The CAC may make formal requests for information from SDCP staff in support of the CAC’s annual work plan and agenda items, and SDCP staff shall make every reasonable effort to provide requested information in a timely fashion in order to allow the CAC to make the most informed decision possible.

Notwithstanding the foregoing, requests by the CAC for information and/or research will be channeled through the Chief Executive Officer, and any requests for information and/or research that entail substantial staff time or cost will be channeled through the Board for the Board’s consideration and formal direction.

Independent of a formal request for information from the CAC, individual CAC members may request information, which will be provided in accordance with the California Public Records Act (PRA).

VIII. Creating Ad-Hoc or Subcommittees
The CAC may create ad-hoc committees or subcommittees to address issues more in depth outside of CAC meetings and bring findings or recommendations back to the full CAC.

Ad-Hoc committees are temporary committees appointed for a specific purpose, such as updating the work plan. The CAC may establish temporary ad hoc advisory committees that: (a) are composed of less than a quorum of the CAC, (b) have no continuing subject matter jurisdiction, and (c) have no meeting schedule fixed by motion or other formal action of the CAC. Such temporary ad-hoc committees are not subject to Brown Act noticing and meeting requirements.

Standing subcommittees are permanent subcommittees created to review long-term issues, such as rates or budget. Because meetings of such subcommittees must be publicly noticed and agendized consistent with the Brown Act (and therefore require SDCP staff time), CAC requests to establish subcommittees are subject to Board approval and direction.

The CAC Chair will seek volunteers during a CAC regular meeting to form an ad-hoc or subcommittee. The CAC Chair will work to ensure all CAC members have a chance to participate on various groups as formed throughout the year.

IX. Creating and Updating the Work Plan
The CAC will adopt a Work Plan that aligns with the CAC Scope of Work approved by the Board of Directors. This shall be updated annually. The Work Plan shall be approved by the Board.

Effective Date: ______, 2024. 7
X. Conducting Outreach and Representing SDCP to the Community The CAC Chair may speak on SDCP matters to local community organizations with prior approval of staff. This includes the approval of talking points and presentation slides (if to be used). For other CAC members, they may speak as individual members of the CAC, but may not represent themselves as speaking on behalf of the CAC as a body or on behalf of SDCP as an entity. This may differ if there is a uniform decision made by the CAC on which its members can speak on behalf of the CAC as a whole and should be coordinated with SDCP staff.

The following are communications guidelines for the CAC members to adhere to:

A. Approved Messaging and Talking Points
Staff will provide talking points that are periodically updated as information evolves. These talking points are intended to guide conversations in the community so SDCP may speak from the same facts, while encouraging members to make them their own.

B. Media Inquiries
All media inquiries shall be forwarded to SDCP staff for vetting and confirmation of next steps.

C. Speaker Requests
CAC members are encouraged to invite SDCP staff to present at community events, alert staff of opportunities to participate in community events and/or to request for a CAC member to speak on behalf of SDCP in the community.

D. Conducting Outreach
To ensure a common and cohesive communications approach, CAC members shall serve as informational channels with the communities they represent while SDCP staff serves the primary function of outreach to various groups, with the support of the CAC. CAC members are expected to report information they receive from their communities to SDCP staff so that staff may provide accurate information.

E. Social Media
CAC members are encouraged to utilize their own social media accounts to reshare, repost, and comment on SDCP matters so the content is shared throughout their communities. Please note that, in compliance with the Brown Act, CAC members shall not: (1) use social media to communicate with a majority of CAC members relating to CAC business; or (2) respond directly to another CAC member’s communication, comment or post if the topic concerns CAC business (this includes liking, sharing, commenting, or otherwise reacting to another CAC member’s communication, comment or post).

Effective Date: ______, 2024. 8
F. Email Addresses
CAC members may utilize non-SDCP issued email addresses when responding to external questions. Please note, however, that e-mails relating to the conduct of SDCP or CAC business may be subject to disclosure under the Public Records Act. To protect the CAC members’ privacy, SDCP will not publicly share private email addresses unless consent is given or if required by the Public Records Act.

G. Communications with External Agencies
Section 5.10.3 of the SDCP JPA Agreement states that the CAC is an advisory body to the SDCP Board of Directors. Accordingly, the CAC shall not provide comments or similar communications on behalf of SDCP or the CAC to external agencies on its own. However, the CAC may provide recommendations on external matters for the Board to consider.

This provision does not limit or affect the right of individual members of the CAC to communicate with external agencies in their personal, non-CAC capacities.

Community Advisory Committee
2024 Work Plan (DRAFT) Proposed Changes
Focus Description Timing Outcome 2024 Proposed Changes
Equity Overview Prioritize justice, equity,
diversity, and inclusion by
working with the SDCP Board
and Staff.

Year
round
Ensure that the CAC provides
input from an equity perspective
on the tasks brought before
them.

Clarify strategy to better track progress:
• Revise CAC key documents and SDCP
policies and procedures brought before the
CAC to ensure they promote equity.
• Review and provide input on Payment
Assistance Programs Referral Strategy
CAC
Educational
Presentations
CAC members may invite and
hold educational presentations
to the wider CAC to assist in
ongoing support to SDCP staff
and the Board to achieve the
mission, vision, core values,
and goals of the agency.

Year
round
Ensure CAC is knowledgeable
of SDCP operations as well as
external issues which may affect
the organization.

Specify proposed presentations to better
track progress:
• SDCP Orientation Training
• Battery Storage: Why is it important?
• Distributed Energy Resources
• Advancements in Geothermal Energy
• California Community Choice Association
• Finance & Rate Setting
Legislative /
Public Policy /
Regulatory
Bring forth news and advise
the Board of legislative, public
policy and regulatory issues
that are brought forward by
SDCP and/or identified by the
SDCP Board as a priority.

Make public comments at
public meetings supporting
SDCP positions on these
issues.

Year
round
Anticipate issues that may come
up to SDCP by utilizing the
CAC’s connections to the
community and make possible
public comments on said issue if
provided with talking points by
SDCP staff.

Clarify strategies and information-sharing
protocols to activate advocacy:
• Receive Legislative 101 Session Training
• Receive Quarterly Presentations on
Legislative and Regulatory Activity
• CAC Secretary and SDCP Staff to determine
and share time-sensitive developments to
organize support from CAC members and
their networks
Equitable,
Inclusive and
Sustainable
Workforce
Policy
Review and provide potential
comments to the Board
regarding having an equitable,
inclusive and sustainable
workforce policy.

Year
round
Support staff in updating the
Inclusive and Sustainable
Workforce Policy.

Suggest dropping, as these is built into the
Energy Bid Evaluation Criteria focus.

Focus Description Timing Outcome 2024 Proposed Changes
Energy Bid
Evaluation
Criteria
Support and monitor the
implementation of the revised
Energy Bid Evaluation Criteria.

Year
round
Support staff in implementing
the Energy Bid Evaluation
Criteria.

Clarify strategy to better track progress:
• Receive quarterly presentations and/or staff
reports on the implementation and
functioning of the revised Energy Bid
Evaluation Criteria and overall Power
Procurement Efforts.

Marketing
andCommunicat
ions Efforts
Support strategic outreach
efforts to the community,
including events, marketing,
communication,and other
activities.

Year
round
Support SDCP staff in the
strategic marketing and
communication of agency
activities.

Clarify strategies and information-sharing
protocols to dispel inaccurate information:
• Receive Community-Member
Communications Guide & Tool Kit Training
• Volunteer at SDCP outreach events and
workshops
• Promote SDCP Programs (ie. Online
Marketplace)
Power
Procurement
Efforts
Receive briefing and give
comment on short-term and
long-term procurement
projects under consideration
by the Board of Directors.

Year
round
Support SDCP staff by providing
input from a community
perspective on short-term and
long-term power procurement
project.

Suggest dropping, as these updates are built
into the Energy Bid Evaluation Criteria focus.

Community
Power Plan
Implementation
Assist staff in the
implementation of the
Community Power Plan, which
informs what SDCP’s long-term programmatic and local
procurement outlook will be.

Year
round
Ensure community input
continues to be key in the
development and
implementation of CPP
programs.

Clarify strategies, avenues, and roles in
implementing the CPP:
• Approve the creation of a Programs-specific
body of the CAC (ad-hoc/subcommittee)
• Receive quarterly updates and/or staff
reports on pilot projects/CPP implementation
at large
• Supporting workshops with member
agencies to increase community
engagement on CPP programmatic adoption
including:
o Solar for Our Communities
Focus Description Timing Outcome 2024 Proposed Changes
o Regional Energy Network
o Solar and Battery Storage Incentives
Staff and Board-Initiated ItemsProvide recommendations on items as they are brought
forward by SDCP staff and the
Board.

Year
round
Provide input and feedback as
well as potential actions on
miscellaneous items.

Suggest dropping, as this is part of the
CAC’s operating procedures. Adding it as a
focus of the Work Plan may be redundant.

SDCP
Orientation
Training
Receive joint Board-CAC
training on SDCP operations
including but not limited to
legislative, regulatory, finance,
strategic direction, customer
and data, power procurement,
and CalCCA.

Q1 2023 Become aware of the intricate
operations of SDCP in order to
best provide advice that will
further the mission, vision, and
goals of the organization.

Suggest dropping, as this is an educational
presentation included under that focus.

Solar for Our
Communities
Provide input into the
community outreach
component of Solar for Our
Communities (the
Disadvantaged Communities
Green Tariff and Community
Solar Green Tariff programs).

Year
round
Support staff by providing
community input on the
development of Solar for Our
Communities.

Suggest dropping, as this is built under the
Community Power Plan implementation
focus.
2024 Proposed Additions
Civic
Engagement &
Participation
Explore and develop ways to
increase participation at CAC
meetings, leverage CAC
members’ networks, and
create an SDCP CAC member
and volunteer recruitment
pipeline.

Year
round
Increase interest and awareness
of SDCP programming;
community involvement in the
organization’s mission, vision,
and goals; CAC turnover
resiliency.
• Assist in the development of social media
content explaining the importance of the
CAC
• Facilitate a CAC Member Network and
Affiliations Workshop
• Connect SDCP staff to volunteering and
fellowship programs to expand outreach
capacity
• Introduce members of the community to
SDCP publicly-noticed meetings and staff
Focus Description Timing Outcome 2024 Proposed Changes
and member agency programming/elected
staff
The CAC shall cover other tasks not mentioned above with prior approval of SDCP staff but within the purview of the Scope of Work. All tasks shall be presented and acted upon in a manner that complies with the Brown Act.

SAN DIEGO COMMUNITY POWER
Staff Report – Item 13
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Ryan Baron, General Counsel
Subject: Election of Chair and Vice Chair for Calendar Year 2024 Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Elect a Chair and Vice Chair for Calendar Year 2024.

BACKGROUND
Section 5.2 of SDCP’s Joint Powers Agreement (“JPA Agreement”) and Article IV of SDCP’s Bylaws provide that the Board of Directors will annually elect a Chair and Vice Chair from among its members. The election is required to be conducted at the first meeting of the calendar year.

Under the JPA Agreement, the elected Chair and Vice Chair will serve for one year or until a successor is elected. There is no limit on the number of terms the Chair or Vice Chair may serve.

FISCAL IMPACT
None

ATTACHMENTS
None

SAN DIEGO COMMUNITY POWER
Staff Report – Item 14
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Aaron Lu, Senior Rates and Strategy Analyst
Tim Manglicmot, Senior Finance Manager
Lucas Utouh, Senior Director of Data Analytics and Customer Operations Via: Karin Burns, Chief Executive Officer
Subject: Review and Approval of 2024 Rates
Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Review and approve a rate adjustment contained in Attachment A to go into effect on February 1, 2024. The recommendation features a 17.7% year-over-year average decrease from 2023 to 2024, in San Diego Community Power (SDCP) electricity generation rates across all customer classes.

Staff recommends adoption of these rates because they provide immediate rate relief for all customers while enabling SDCP to maintain its reserves. These reserves provide financial stability, satisfy credit obligations, and prepare SDCP to weather unanticipated market and cost shifts. Staff also recommends adjusting the Power100 premium from $0.0075/kWh to $0.01/kWh, effective on July 1, 2024, to better reflect the increase in cost of procuring 100% renewable power. This will result in an average 16% rate decrease on average for our Power100 customers.

BACKGROUND
Prior to SDCP’s launch and initial enrollment of customers in March 2021, customers received bundled electric service (both generation and delivery) from San Diego Gas and Electric (SDG&E) under a wide variety of rate schedules. When customers transition into SDCP service, they become “unbundled” – effectively splitting their charges between SDG&E for transmission/delivery services, and SDCP for generation services while still receiving one single, consolidated bill. To make it easier for customers to understand their bills and to compare SDG&E costs, SDCP mirrors the SDG&E rate schedule structure, including time-of-use periods.

SDCP has always aimed to provide electricity to its customers at competitive rates and simplify the rate adjustment process by making changes on average only once a year, which creates certainty and stability for customers.

In contrast, SDG&E has historically made multiple adjustments to their rates. For additional context on this, SDG&E adjusted their electricity generation rates five times in 2021, per effective date changes observed in their historical Schedule Electric Energy Commodity Cost (EECC).

Per SDCP’s Financial Reserves Policy adopted by the Board of Directors in June 2021, SDCP will allocate up to 15% of gross revenue annually toward building an Operating/Working Capital Reserve equivalent to 90-days of total operating expenses (including power supply expenses) to be held as unrestricted cash. In June 2022, the Board further adopted strategic goals which included a plan to obtain an investment grade credit rating by November 2025, to increase reserves to $175 million (the equivalent to 90-days of total operating expenses at the time) by October 2023, to increase reserves to $360 million (the equivalent to 180-days of total operating expenses at the time) by October 2025, to develop a rate stabilization reserve of $70 million to mitigate power cost fluctuations and economic downturns, and to obtain an investment-grade credit rating.

On June 22, 2023, the SDCP Board approved its Fiscal Year (FY) 2023-24 budget which showed that SDCP’s 180-day cash on hand target has increased from $360 million to $491.1 million. To date, SDCP has not met its reserve goal of 180-days cash on hand and has not met its reserve goal of establishing a rate stabilization reserve of $70 million.

Additionally, SDCP has not yet obtained a credit rating.

Reserves are critical to SDCP’s ability to earn a credit rating that will allow it to purchase power at relatively lower costs within the next few years, moderate future rate fluctuations for its ratepayers, and provide adequate contingencies to mitigate power supply shocks and economic downturns. Therefore, maintaining and building reserves were key factors that informed the proposed rate scenarios.

Understanding the broad economic pressures San Diego County residents and businesses faced in 2023 and will continue to confront in 2024, SDCP staff analyzed multiple rate options. Staff analyzed the following three rate adjustment options, effective on February 1, 2024:
• Scenario 1: Decrease generation rates by 16.4% year-over-year, year-round, from 2023 to 2024;
• Scenario 2: Decrease generation rates by 24% year-over-year, year-round, from 2023 to 2024; and
• Staff Recommendation: Decrease generation rates by 17.7% year-over-year on average, year-round, from 2023 to 2024.

SDCP staff’s recommendation to the Board of Directors is to adopt the last option which will invest in our customers while taking a fiscally responsible approach that ensures long-term viability of SDCP to serve our community and create competition in the local energy market, while also offering energy programs tailored to meet the needs of our region.

Staff analysis concluded that if SDCP applied a 16.4% year-over-year from 2023 to 2024 on average decrease year-round on February 1, 2024, SDCP generation rates would be approximately 8% more expensive compared to current SDG&E generation rates. In contrast, if SDCP opted to decrease rates on average by 24% year-over-year from 2023, SDCP will have to erode its reserves and may potentially put SDCP onto a path of noncompliance with certain state procurement mandates.

The option staff recommends to the Board of Directors for adoption creates value year-round, provides a 17.7% decrease on average in rates for all SDCP customers year over year from 2023 to 2024, and ensures that SDCP can meet its strategic financial goals.

With this staff recommended option, SDCP customers will see a discount in the winter of

1.5% and in the summer a premium of 15% relative to SDG&E’s current bundled commodity rates. In total, SDCP customers would pay 2.7% more than an SDG&E customer for their total annual costs if SDG&E’s current rates remain in place.

The staff recommended option also allows SDCP to maintain its reserves. It also creates an opportunity to achieve its strategic goal of having 180-days cash on hand – a goal that creates a path for SDCP to earn a credit rating, which would create an environment that will help bring down electricity rates for customers in the long term. A strong reserve also protects the long-term solvency of SDCP and provides confidence to lenders, project developers, and vendors, which lowers the perceived risk of (and therefore cost of) doing business with SDCP. The Board of Directors’ review and approval of this specific staff-recommended rate adjustment would be consistent with industry standard ratemaking practices. The new rates will, at a minimum, meet SDCP’s annual revenue requirements, including the need for any reserves or coverage requirements set forth in policy and loan covenants, as well as debt service to operate a viable organization, as required in our Financial Reserves Policy.

ANALYSIS AND DISCUSSION
SDCP 2024 Rate Setting Mechanics
SDCP utilized its latest financial projections through its January 2024 Proforma benchmark for rate-setting analysis purposes, meaning that the proposed rates were designed to recover revenue consistent with estimated FY 2023-2024 and FY 2024-2025 sales and expenditures. The proposed rates were carefully designed to yield revenues sufficient to collect SDCP’s projected annual power supply costs and pay for other operating costs, debt service costs, a nominal planned reserve margin contribution and have a balanced budget. Additionally, the staff recommendation allows SDCP to maintain its reserves and work toward its 180-day cash on hand and reserve stabilization strategic goals in the longer term – goals that cannot be achieved with further rate discounts.

Critically, staff is recommending to the Board of Directors rates that are designed to serve the needs of our customers in the long run by aiding in the maintenance and accrual of reserves. These reserves will give SDCP the ability to better stabilize its rates for customers if unplanned events, such as 2022’s unprecedented heat wave, cause procurement costs to spike. The chart below summarizes a Proforma analysis associated with reserves from the proposed rates, effective as of February 1, 2024, compared against the prior projection from the adopted SDCP FY 2023-2024 budget adopted by the Board on June 22, 2023.

Based on staff recommended rates, SDCP would maintain the reserves it built in FY 2023- 24 and would contribute slightly further to those reserves, although SDCP would not achieve its 180-days cash on hand goal during this period. The staff recommendation would allow SDCP to preserve its reserves while energy commodity prices, particularly within renewables and resource adequacy, are continuing to increase.

Recommended Rate Adjustments
The staff recommended rates before the Board provide reserves that create a projected reserve impact of $20.3 million for the remainder of FY 2023-2024 and FY 2024-2025.

The staff recommendation considers projected operating costs based on contracts SDCP has executed to date and the projected material increase in costs of procuring energy and other wholesale services needed to supply SDCP’s customers with a default resource mix of 52% renewable energy and an additional 3% greenhouse gas-free power in our PowerOn service, as well as our 100% renewable energy in our Power100 service.

The SDCP rates for its PowerOn product mirror SDG&E’s rates in terms of rate schedules, time-of-use periods, as well as demand charges. This rate design approach is typical for Community Choice Aggregation programs and has the advantage of ensuring ease of comparison for customers with SDG&E’s billing process.

For customers enrolled in or electing the Power100 service, the premium will be adjusted from $0.0075/kWh to $0.01/kWh starting on July 1, 2024. This premium adjustment reflects the increase in SDCP’s incremental cost to offer a 100% renewable energy product relative to the default PowerOn product. Even with the additional charge, this still reflects a year-over-year average decrease of 16% for Power100 customers from our Board approved 2023 rates.

The SDCP Power100 service would add approximately 6% net impact to a residential customer’s total electric bill (including SDCP generation charges and SDG&E delivery charges) in the staff recommended rates – an increased cost of $9.78 more per month for the average resident compared to the PowerOn product.

Similar to the observations made during our last rate setting cycle, there is a material difference between the Power Charge Indifference Adjustment (PCIA) rate from 2023 and Reserves Projection FY 2022-2023 FY 2023-2024 FY 2024-2025 FY24 Budget (6/22/23) $143.5M $290.4M $82.5M
Recommendation $143.5M $232.3M $17.1M
Reserves (Recommendation) $186.0M $418.2M $435.3M
2024 associated with when customers transitioned from SDG&E’s bundled service and into SDCP service. The PCIA rate is the above-market cost of power associated with SDG&E’s portfolio that both SDG&E’s bundled customers as well as SDCP customers who have departed SDG&E commodity service pay. A customer is assigned a PCIA “vintage” based on the year they depart service from SDG&E. The proposed rates will be trifurcated across our Phase 1 and 2 customers enrolled in 2021, Phase 3 customers enrolled in 2022 and Phase 4 customers in National City and County of San Diego enrolled in 2023. Consistent with our Board-approved Rate Development policy, this trifurcation will ensure a fair, equitable, and balanced rate structure across our customers with differing vintage years that maintains the intended cost savings for all customers.

Summary
Overall, the rate changes recommend by staff for Board adoption in 2024 provide the following benefits for SDCP customers and the organization:
• A 17.7% year-over-year average decrease, from 2023 to 2024, in SDCP electricity generation rates across all customer classes. • A 23.2% year-over-year average decrease, from 2023 to 2024, in SDCP electricity generation winter rates and a 12.3% year-over-year average decrease in summer rates, across all customer classes.
• Renewable content (base product at 52% or 55% with zero or low carbon with SDCP versus a base product at 44.8% with SDG&E’s most recent 2022 Power Content Label, published in September 2023).
• Allows SDCP to maintain its current reserve levels and work toward a180-day cash on hand reserve target which will provide financial stability and support securing a credit rating.
• Satisfies credit obligations with lenders and power purchase agreements. • Prepares SDCP for market and cost shifts.

Staff also recommends adjusting the Power100 premium upwards from $0.0075/kWh to $0.01/kWh, effective as of July 1, 2024, to better reflect the increase in cost of procuring 100% renewable power.

COMMITTEE REVIEW
A report outlining the rate setting process was reviewed by the Finance and Risk Management Committee (FRMC) on January 11, 2023, and the Community Advisory Committee (CAC) on January 11, 2023.

FISCAL IMPACT
Adoption of staff recommended rates would yield a projected reserve impact contribution of $20.3 million for the remainder of FY 2023-2024 and FY 2024-2025. In addition, this rate change proposal enables SDCP to maintain its reserves to achieve the strategic plan goal of achieving 180-days cash on hand by October 2025.

ATTACHMENTS
Attachment A - Staff Recommended SDCP Rates 2024
SDCP Generation rates as approved by the Board of Directors effective as of 2/1/2024. *As approved by the Board of Directors, Power100 premium will change from $0.0075/kWh to $0.01/kWh effective as of 7/1/2024.

CCA Rate Name Season Charge Type Time of Use Period PowerOn ($/kWh) Power100 ($/kWh) DR Summer Generation - 2020 Vintage Total $0.25574 + $0.0075 DR Winter Generation - 2020 Vintage Total $0.09027 + $0.0075 DR-LI-MB Summer Generation - 2020 Vintage Total $0.25574 + $0.0075 DR-LI-MB Winter Generation - 2020 Vintage Total $0.09027 + $0.0075 E-LI-TOU Summer Generation - 2020 Vintage Total $0.10238 + $0.0075 E-LI-TOU Winter Generation - 2020 Vintage Total $0.08288 + $0.0075 E-LI-NR Summer Generation - 2020 Vintage Total $0.11928 + $0.0075 E-LI-NR Winter Generation - 2020 Vintage Total $0.09693 + $0.0075 DR-SES Summer Generation - 2020 Vintage On-Peak $0.44198 + $0.0075 DR-SES Summer Generation - 2020 Vintage Off-Peak $0.16319 + $0.0075 DR-SES Summer Generation - 2020 Vintage Super Off-Peak $0.07719 + $0.0075 DR-SES Winter Generation - 2020 Vintage On-Peak $0.16113 + $0.0075 DR-SES Winter Generation - 2020 Vintage Off-Peak $0.11577 + $0.0075 DR-SES Winter Generation - 2020 Vintage Super Off-Peak $0.06018 + $0.0075 EV-TOU Summer Generation - 2020 Vintage On-Peak $0.44198 + $0.0075 EV-TOU Summer Generation - 2020 Vintage Off-Peak $0.16319 + $0.0075 EV-TOU Summer Generation - 2020 Vintage Super Off-Peak $0.07719 + $0.0075 EV-TOU Winter Generation - 2020 Vintage On-Peak $0.16113 + $0.0075 EV-TOU Winter Generation - 2020 Vintage Off-Peak $0.11577 + $0.0075 EV-TOU Winter Generation - 2020 Vintage Super Off-Peak $0.06018 + $0.0075 EV-TOU-2 Summer Generation - 2020 Vintage On-Peak $0.44198 + $0.0075 EV-TOU-2 Summer Generation - 2020 Vintage Off-Peak $0.16319 + $0.0075 EV-TOU-2 Summer Generation - 2020 Vintage Super Off-Peak $0.07719 + $0.0075 EV-TOU-2 Winter Generation - 2020 Vintage On-Peak $0.16113 + $0.0075 EV-TOU-2 Winter Generation - 2020 Vintage Off-Peak $0.11577 + $0.0075 EV-TOU-2 Winter Generation - 2020 Vintage Super Off-Peak $0.06018 + $0.0075 EV-TOU-5 Summer Generation - 2020 Vintage On-Peak $0.44198 + $0.0075 EV-TOU-5 Summer Generation - 2020 Vintage Off-Peak $0.16319 + $0.0075 EV-TOU-5 Summer Generation - 2020 Vintage Super Off-Peak $0.07719 + $0.0075 EV-TOU-5 Winter Generation - 2020 Vintage On-Peak $0.16113 + $0.0075 EV-TOU-5 Winter Generation - 2020 Vintage Off-Peak $0.11577 + $0.0075 EV-TOU-5 Winter Generation - 2020 Vintage Super Off-Peak $0.06018 + $0.0075 TOU-DR-1 Summer Generation - 2020 Vintage On-Peak $0.47507 + $0.0075 TOU-DR-1 Summer Generation - 2020 Vintage Off-Peak $0.21420 + $0.0075 TOU-DR-1 Summer Generation - 2020 Vintage Super Off-Peak $0.07719 + $0.0075 TOU-DR-1 Winter Generation - 2020 Vintage On-Peak $0.13778 + $0.0075 TOU-DR-1 Winter Generation - 2020 Vintage Off-Peak $0.07763 + $0.0075 TOU-DR-1 Winter Generation - 2020 Vintage Super Off-Peak $0.06018 + $0.0075 TOU-DR-2 Summer Generation - 2020 Vintage On-Peak $0.47507 + $0.0075 TOU-DR-2 Summer Generation - 2020 Vintage Off-Peak $0.15771 + $0.0075 TOU-DR-2 Winter Generation - 2020 Vintage On-Peak $0.13778 + $0.0075 TOU-DR-2 Winter Generation - 2020 Vintage Off-Peak $0.06960 + $0.0075 TOU-DR Summer Generation - 2020 Vintage On-Peak $0.32503 + $0.0075 TOU-DR Summer Generation - 2020 Vintage Off-Peak $0.24727 + $0.0075 TOU-DR Summer Generation - 2020 Vintage Super Off-Peak $0.16298 + $0.0075 TOU-DR Winter Generation - 2020 Vintage On-Peak $0.13323 + $0.0075 TOU-DR Winter Generation - 2020 Vintage Off-Peak $0.07508 + $0.0075 TOU-DR Winter Generation - 2020 Vintage Super Off-Peak $0.05821 + $0.0075 TOU-A-S Summer Generation - 2020 Vintage On-Peak $0.31049 + $0.0075 TOU-A-S Summer Generation - 2020 Vintage Off-Peak $0.17121 + $0.0075 TOU-A-S Winter Generation - 2020 Vintage On-Peak $0.15657 + $0.0075 TOU-A-S Winter Generation - 2020 Vintage Off-Peak $0.07689 + $0.0075 TOU-A-P Summer Generation - 2020 Vintage On-Peak $0.30895 + $0.0075 TOU-A-P Summer Generation - 2020 Vintage Off-Peak $0.17037 + $0.0075 TOU-A-P Winter Generation - 2020 Vintage On-Peak $0.15583 + $0.0075 TOU-A-P Winter Generation - 2020 Vintage Off-Peak $0.07660 + $0.0075 TOU-A-2-S Summer Generation - 2020 Vintage On-Peak $0.42203 + $0.0075 TOU-A-2-S Summer Generation - 2020 Vintage Off-Peak $0.14454 + $0.0075 TOU-A-2-S Summer Generation - 2020 Vintage Super Off-Peak $0.08104 + $0.0075 TOU-A-2-S Winter Generation - 2020 Vintage On-Peak $0.14441 + $0.0075 TOU-A-2-S Winter Generation - 2020 Vintage Off-Peak $0.08138 + $0.0075 TOU-A-2-S Winter Generation - 2020 Vintage Super Off-Peak $0.06300 + $0.0075 TOU-A-2-P Summer Generation - 2020 Vintage On-Peak $0.41999 + $0.0075 TOU-A-2-P Summer Generation - 2020 Vintage Off-Peak $0.14388 + $0.0075 TOU-A-2-P Summer Generation - 2020 Vintage Super Off-Peak $0.08076 + $0.0075 TOU-A-2-P Winter Generation - 2020 Vintage On-Peak $0.14376 + $0.0075 TOU-A-2-P Winter Generation - 2020 Vintage Off-Peak $0.08105 + $0.0075 TOU-A-2-P Winter Generation - 2020 Vintage Super Off-Peak $0.06280 + $0.0075 TOU-A-3-S Summer Generation - 2020 Vintage On-Peak $0.31584 + $0.0075 TOU-A-3-S Summer Generation - 2020 Vintage Off-Peak $0.19227 + $0.0075 TOU-A-3-S Summer Generation - 2020 Vintage Super Off-Peak $0.08218 + $0.0075 TOU-A-3-S Winter Generation - 2020 Vintage On-Peak $0.14441 + $0.0075 TOU-A-3-S Winter Generation - 2020 Vintage Off-Peak $0.08138 + $0.0075 TOU-A-3-S Winter Generation - 2020 Vintage Super Off-Peak $0.06300 + $0.0075 TOU-A-3-P Summer Generation - 2020 Vintage On-Peak $0.31431 + $0.0075 TOU-A-3-P Summer Generation - 2020 Vintage Off-Peak $0.19134 + $0.0075 TOU-A-3-P Summer Generation - 2020 Vintage Super Off-Peak $0.08178 + $0.0075 TOU-A-3-P Winter Generation - 2020 Vintage On-Peak $0.14376 + $0.0075 TOU-A-3-P Winter Generation - 2020 Vintage Off-Peak $0.08105 + $0.0075 TOU-A-3-P Winter Generation - 2020 Vintage Super Off-Peak $0.06280 + $0.0075 A-TC Summer Generation - 2020 Vintage Total $0.10136 + $0.0075 A-TC Winter Generation - 2020 Vintage Total $0.08676 + $0.0075 TOU-M Summer Generation - 2020 Vintage On-Peak $0.42321 + $0.0075 TOU-M Summer Generation - 2020 Vintage Off-Peak $0.14460 + $0.0075 TOU-M Summer Generation - 2020 Vintage Super Off-Peak $0.08124 + $0.0075 TOU-M Winter Generation - 2020 Vintage On-Peak $0.14438 + $0.0075 TOU-M Winter Generation - 2020 Vintage Off-Peak $0.08135 + $0.0075 TOU-M Winter Generation - 2020 Vintage Super Off-Peak $0.06297 + $0.0075 OL-TOU Summer Generation - 2020 Vintage On-Peak $0.56169 + $0.0075 OL-TOU Summer Generation - 2020 Vintage Off-Peak $0.19930 + $0.0075 OL-TOU Summer Generation - 2020 Vintage Super Off-Peak $0.09400 + $0.0075 OL-TOU Winter Generation - 2020 Vintage On-Peak $0.16690 + $0.0075 OL-TOU Winter Generation - 2020 Vintage Off-Peak $0.09451 + $0.0075 OL-TOU Winter Generation - 2020 Vintage Super Off-Peak $0.07352 + $0.0075 AL-TOU-S Summer Demand - 2020 Vintage On-Peak $16.84
AL-TOU-S Summer Generation - 2020 Vintage On-Peak $0.24009 + $0.0075 AL-TOU-S Summer Generation - 2020 Vintage Off-Peak $0.14895 + $0.0075 AL-TOU-S Summer Generation - 2020 Vintage Super Off-Peak $0.12172 + $0.0075 AL-TOU-S Winter Generation - 2020 Vintage On-Peak $0.21672 + $0.0075 AL-TOU-S Winter Generation - 2020 Vintage Off-Peak $0.12249 + $0.0075 AL-TOU-S Winter Generation - 2020 Vintage Super Off-Peak $0.09502 + $0.0075 AL-TOU-P Summer Demand - 2020 Vintage On-Peak $16.76
AL-TOU-P Summer Generation - 2020 Vintage On-Peak $0.23894 + $0.0075 AL-TOU-P Summer Generation - 2020 Vintage Off-Peak $0.14828 + $0.0075 AL-TOU-P Summer Generation - 2020 Vintage Super Off-Peak $0.12131 + $0.0075 AL-TOU-P Winter Generation - 2020 Vintage On-Peak $0.21573 + $0.0075 AL-TOU-P Winter Generation - 2020 Vintage Off-Peak $0.12199 + $0.0075 AL-TOU-P Winter Generation - 2020 Vintage Super Off-Peak $0.09472 + $0.0075 AL-TOU-T Summer Demand - 2020 Vintage On-Peak $16.04
AL-TOU-T Summer Generation - 2020 Vintage On-Peak $0.22875 + $0.0075 AL-TOU-T Summer Generation - 2020 Vintage Off-Peak $0.14204 + $0.0075 AL-TOU-T Summer Generation - 2020 Vintage Super Off-Peak $0.11649 + $0.0075 AL-TOU-T Winter Generation - 2020 Vintage On-Peak $0.20671 + $0.0075 AL-TOU-T Winter Generation - 2020 Vintage Off-Peak $0.11706 + $0.0075 AL-TOU-T Winter Generation - 2020 Vintage Super Off-Peak $0.09097 + $0.0075 AL-TOU-2-S Summer Demand - 2020 Vintage On-Peak $29.25
AL-TOU-2-S Summer Generation - 2020 Vintage On-Peak $0.21893 + $0.0075 AL-TOU-2-S Summer Generation - 2020 Vintage Off-Peak $0.13629 + $0.0075 AL-TOU-2-S Summer Generation - 2020 Vintage Super Off-Peak $0.11045 + $0.0075 AL-TOU-2-S Winter Generation - 2020 Vintage On-Peak $0.19649 + $0.0075 AL-TOU-2-S Winter Generation - 2020 Vintage Off-Peak $0.11115 + $0.0075 AL-TOU-2-S Winter Generation - 2020 Vintage Super Off-Peak $0.08626 + $0.0075 AL-TOU-2-P Summer Demand - 2020 Vintage On-Peak $29.12
AL-TOU-2-P Summer Generation - 2020 Vintage On-Peak $0.21788 + $0.0075 AL-TOU-2-P Summer Generation - 2020 Vintage Off-Peak $0.13566 + $0.0075 AL-TOU-2-P Summer Generation - 2020 Vintage Super Off-Peak $0.11009 + $0.0075 AL-TOU-2-P Winter Generation - 2020 Vintage On-Peak $0.19560 + $0.0075 AL-TOU-2-P Winter Generation - 2020 Vintage Off-Peak $0.11069 + $0.0075 AL-TOU-2-P Winter Generation - 2020 Vintage Super Off-Peak $0.08598 + $0.0075 AL-TOU-2-T Summer Demand - 2020 Vintage On-Peak $27.86
AL-TOU-2-T Summer Generation - 2020 Vintage On-Peak $0.20859 + $0.0075 AL-TOU-2-T Summer Generation - 2020 Vintage Off-Peak $0.12996 + $0.0075 AL-TOU-2-T Summer Generation - 2020 Vintage Super Off-Peak $0.10571 + $0.0075 AL-TOU-2-T Winter Generation - 2020 Vintage On-Peak $0.18743 + $0.0075 AL-TOU-2-T Winter Generation - 2020 Vintage Off-Peak $0.10622 + $0.0075 AL-TOU-2-T Winter Generation - 2020 Vintage Super Off-Peak $0.08258 + $0.0075 DG-R-S Summer Generation - 2020 Vintage On-Peak $0.56163 + $0.0075 DG-R-S Summer Generation - 2020 Vintage Off-Peak $0.20156 + $0.0075 DG-R-S Summer Generation - 2020 Vintage Super Off-Peak $0.09467 + $0.0075 DG-R-S Winter Generation - 2020 Vintage On-Peak $0.16727 + $0.0075 DG-R-S Winter Generation - 2020 Vintage Off-Peak $0.09477 + $0.0075 DG-R-S Winter Generation - 2020 Vintage Super Off-Peak $0.07360 + $0.0075 DG-R-P Summer Generation - 2020 Vintage On-Peak $0.55905 + $0.0075 DG-R-P Summer Generation - 2020 Vintage Off-Peak $0.20067 + $0.0075 DG-R-P Summer Generation - 2020 Vintage Super Off-Peak $0.09436 + $0.0075 DG-R-P Winter Generation - 2020 Vintage On-Peak $0.16651 + $0.0075 DG-R-P Winter Generation - 2020 Vintage Off-Peak $0.09438 + $0.0075 DG-R-P Winter Generation - 2020 Vintage Super Off-Peak $0.07337 + $0.0075 DG-R-T Summer Generation - 2020 Vintage On-Peak $0.53623 + $0.0075 DG-R-T Summer Generation - 2020 Vintage Off-Peak $0.19249 + $0.0075 DG-R-T Summer Generation - 2020 Vintage Super Off-Peak $0.09064 + $0.0075 DG-R-T Winter Generation - 2020 Vintage On-Peak $0.15956 + $0.0075 DG-R-T Winter Generation - 2020 Vintage Off-Peak $0.09057 + $0.0075 DG-R-T Winter Generation - 2020 Vintage Super Off-Peak $0.07047 + $0.0075 A6-TOU-P Summer Demand - 2020 Vintage Total $16.76
A6-TOU-P Summer Generation - 2020 Vintage On-Peak $0.23894 + $0.0075 A6-TOU-P Summer Generation - 2020 Vintage Off-Peak $0.14828 + $0.0075 A6-TOU-P Summer Generation - 2020 Vintage Super Off-Peak $0.12131 + $0.0075 A6-TOU-P Winter Generation - 2020 Vintage On-Peak $0.21573 + $0.0075 A6-TOU-P Winter Generation - 2020 Vintage Off-Peak $0.12199 + $0.0075 A6-TOU-P Winter Generation - 2020 Vintage Super Off-Peak $0.09472 + $0.0075 A6-TOU-T Summer Demand - 2020 Vintage Total $16.04
A6-TOU-T Summer Generation - 2020 Vintage On-Peak $0.22875 + $0.0075 A6-TOU-T Summer Generation - 2020 Vintage Off-Peak $0.14204 + $0.0075 A6-TOU-T Summer Generation - 2020 Vintage Super Off-Peak $0.11649 + $0.0075 A6-TOU-T Winter Generation - 2020 Vintage On-Peak $0.20671 + $0.0075 A6-TOU-T Winter Generation - 2020 Vintage Off-Peak $0.11706 + $0.0075 A6-TOU-T Winter Generation - 2020 Vintage Super Off-Peak $0.09097 + $0.0075 TOU-PA-S Summer Generation - 2020 Vintage On-Peak $0.31909 + $0.0075 TOU-PA-S Summer Generation - 2020 Vintage Off-Peak $0.17649 + $0.0075 TOU-PA-S Winter Generation - 2020 Vintage On-Peak $0.14180 + $0.0075 TOU-PA-S Winter Generation - 2020 Vintage Off-Peak $0.06945 + $0.0075 TOU-PA-P Summer Generation - 2020 Vintage On-Peak $0.31749 + $0.0075 TOU-PA-P Summer Generation - 2020 Vintage Off-Peak $0.17561 + $0.0075 TOU-PA-P Winter Generation - 2020 Vintage On-Peak $0.14114 + $0.0075 TOU-PA-P Winter Generation - 2020 Vintage Off-Peak $0.06919 + $0.0075 TOU-PA-2-S Summer Demand - 2020 Vintage On-Peak $13.98
TOU-PA-2-S Summer Generation - 2020 Vintage On-Peak $0.19176 + $0.0075 TOU-PA-2-S Summer Generation - 2020 Vintage Off-Peak $0.11941 + $0.0075 TOU-PA-2-S Summer Generation - 2020 Vintage Super Off-Peak $0.08983 + $0.0075 TOU-PA-2-S Winter Generation - 2020 Vintage On-Peak $0.16063 + $0.0075 TOU-PA-2-S Winter Generation - 2020 Vintage Off-Peak $0.09036 + $0.0075 TOU-PA-2-S Winter Generation - 2020 Vintage Super Off-Peak $0.06995 + $0.0075 TOU-PA-2-P Summer Demand - 2020 Vintage On-Peak $13.92
TOU-PA-2-P Summer Generation - 2020 Vintage On-Peak $0.19095 + $0.0075 TOU-PA-2-P Summer Generation - 2020 Vintage Off-Peak $0.11894 + $0.0075 TOU-PA-2-P Summer Generation - 2020 Vintage Super Off-Peak $0.08953 + $0.0075 TOU-PA-2-P Winter Generation - 2020 Vintage On-Peak $0.15990 + $0.0075 TOU-PA-2-P Winter Generation - 2020 Vintage Off-Peak $0.08999 + $0.0075 TOU-PA-2-P Winter Generation - 2020 Vintage Super Off-Peak $0.06972 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2020 Vintage On-Peak $0.36649 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2020 Vintage Off-Peak $0.19861 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2020 Vintage Super Off-Peak $0.09500 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2020 Vintage On-Peak $0.13177 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2020 Vintage Off-Peak $0.07417 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2020 Vintage Super Off-Peak $0.05744 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2020 Vintage On-Peak $0.36472 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2020 Vintage Off-Peak $0.19766 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2020 Vintage Super Off-Peak $0.09454 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2020 Vintage On-Peak $0.13116 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2020 Vintage Off-Peak $0.07386 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2020 Vintage Super Off-Peak $0.05725 + $0.0075 TOU-PA-3-S >=20kW Summer Demand - 2020 Vintage On-Peak $3.92 TOU-PA-3-S >=20kW Summer Generation - 2020 Vintage On-Peak $0.35466 + $0.0075 TOU-PA-3-S >=20kW Summer Generation - 2020 Vintage Off-Peak $0.19230 + $0.0075 TOU-PA-3-S >=20kW Summer Generation - 2020 Vintage Super Off-Peak $0.08586 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2020 Vintage On-Peak $0.12578 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2020 Vintage Off-Peak $0.07082 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2020 Vintage Super Off-Peak $0.05486 + $0.0075 TOU-PA-3-P >=20kW Summer Demand - 2020 Vintage On-Peak $3.91 TOU-PA-3-P >=20kW Summer Generation - 2020 Vintage On-Peak $0.35307 + $0.0075 TOU-PA-3-P >=20kW Summer Generation - 2020 Vintage Off-Peak $0.19146 + $0.0075 TOU-PA-3-P >=20kW Summer Generation - 2020 Vintage Super Off-Peak $0.08545 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2020 Vintage On-Peak $0.12519 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2020 Vintage Off-Peak $0.07048 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2020 Vintage Super Off-Peak $0.05460 + $0.0075 PA-T-1-S Summer Demand - 2020 Vintage On-Peak $7.97
PA-T-1-S Summer Generation - 2020 Vintage On-Peak $0.19341 + $0.0075 PA-T-1-S Summer Generation - 2020 Vintage Off-Peak $0.12094 + $0.0075 PA-T-1-S Summer Generation - 2020 Vintage Super Off-Peak $0.09582 + $0.0075 PA-T-1-S Winter Generation - 2020 Vintage On-Peak $0.17146 + $0.0075 PA-T-1-S Winter Generation - 2020 Vintage Off-Peak $0.09643 + $0.0075 PA-T-1-S Winter Generation - 2020 Vintage Super Off-Peak $0.07464 + $0.0075 PA-T-1-P Summer Demand - 2020 Vintage On-Peak $7.93
PA-T-1-P Summer Generation - 2020 Vintage On-Peak $0.19247 + $0.0075 PA-T-1-P Summer Generation - 2020 Vintage Off-Peak $0.12038 + $0.0075 PA-T-1-P Summer Generation - 2020 Vintage Super Off-Peak $0.09550 + $0.0075 PA-T-1-P Winter Generation - 2020 Vintage On-Peak $0.17068 + $0.0075 PA-T-1-P Winter Generation - 2020 Vintage Off-Peak $0.09604 + $0.0075 PA-T-1-P Winter Generation - 2020 Vintage Super Off-Peak $0.07440 + $0.0075 PA-T-1-T Summer Demand - 2020 Vintage On-Peak $7.59
PA-T-1-T Summer Generation - 2020 Vintage On-Peak $0.18423 + $0.0075 PA-T-1-T Summer Generation - 2020 Vintage Off-Peak $0.11528 + $0.0075 PA-T-1-T Summer Generation - 2020 Vintage Super Off-Peak $0.09166 + $0.0075 PA-T-1-T Winter Generation - 2020 Vintage On-Peak $0.16351 + $0.0075 PA-T-1-T Winter Generation - 2020 Vintage Off-Peak $0.09212 + $0.0075 PA-T-1-T Winter Generation - 2020 Vintage Super Off-Peak $0.07143 + $0.0075 LS All Generation - 2020 Vintage Total $0.10366 + $0.0075 OL-2 All Generation - 2020 Vintage Total $0.10366 + $0.0075 LS-2-AD Summer Generation - 2020 Vintage On-Peak $0.31559 + $0.0075 LS-2-AD Summer Generation - 2020 Vintage Off-Peak $0.19202 + $0.0075 LS-2-AD Summer Generation - 2020 Vintage Super Off-Peak $0.08193 + $0.0075 LS-2-AD Winter Generation - 2020 Vintage On-Peak $0.14416 + $0.0075 LS-2-AD Winter Generation - 2020 Vintage Off-Peak $0.08113 + $0.0075 LS-2-AD Winter Generation - 2020 Vintage Super Off-Peak $0.06275 + $0.0075 G-TOU-M Summer Generation - 2020 Vintage On-Peak $0.20236 + $0.0075 G-TOU-M Summer Generation - 2020 Vintage Semi-Peak $0.20085 + $0.0075 G-TOU-M Summer Generation - 2020 Vintage Off-Peak $0.20065 + $0.0075 G-TOU-M Winter Generation - 2020 Vintage On-Peak $0.17933 + $0.0075 G-TOU-M Winter Generation - 2020 Vintage Semi-Peak $0.08458 + $0.0075 G-TOU-M Winter Generation - 2020 Vintage Off-Peak $0.08443 + $0.0075 G-OL-TOU Summer Generation - 2020 Vintage On-Peak $0.20435 + $0.0075 G-OL-TOU Summer Generation - 2020 Vintage Semi-Peak $0.17782 + $0.0075 G-OL-TOU Summer Generation - 2020 Vintage Off-Peak $0.15720 + $0.0075 G-OL-TOU Winter Generation - 2020 Vintage On-Peak $0.30925 + $0.0075 G-OL-TOU Winter Generation - 2020 Vintage Semi-Peak $0.14608 + $0.0075 G-OL-TOU Winter Generation - 2020 Vintage Off-Peak $0.14606 + $0.0075 G-TOU-A-S Summer Generation - 2020 Vintage On-Peak $0.35762 + $0.0075 G-TOU-A-S Summer Generation - 2020 Vintage Semi-Peak $0.20357 + $0.0075 G-TOU-A-S Summer Generation - 2020 Vintage Off-Peak $0.09296 + $0.0075 G-TOU-A-S Winter Generation - 2020 Vintage On-Peak $0.17613 + $0.0075 G-TOU-A-S Winter Generation - 2020 Vintage Semi-Peak $0.08309 + $0.0075 G-TOU-A-S Winter Generation - 2020 Vintage Off-Peak $0.08294 + $0.0075 G-TOU-A-P Summer Generation - 2020 Vintage On-Peak $0.35575 + $0.0075 G-TOU-A-P Summer Generation - 2020 Vintage Semi-Peak $0.20249 + $0.0075 G-TOU-A-P Summer Generation - 2020 Vintage Off-Peak $0.09248 + $0.0075 G-TOU-A-P Winter Generation - 2020 Vintage On-Peak $0.17529 + $0.0075 G-TOU-A-P Winter Generation - 2020 Vintage Semi-Peak $0.08273 + $0.0075 G-TOU-A-P Winter Generation - 2020 Vintage Off-Peak $0.08258 + $0.0075 G-AL-TOU-S Summer Demand - 2020 Vintage On-Peak $2.89
G-AL-TOU-S Summer Generation - 2020 Vintage On-Peak $0.14653 + $0.0075 G-AL-TOU-S Summer Generation - 2020 Vintage Semi-Peak $0.14512 + $0.0075 G-AL-TOU-S Summer Generation - 2020 Vintage Off-Peak $0.13031 + $0.0075 G-AL-TOU-S Winter Generation - 2020 Vintage On-Peak $0.34215 + $0.0075 G-AL-TOU-S Winter Generation - 2020 Vintage Semi-Peak $0.16159 + $0.0075 G-AL-TOU-S Winter Generation - 2020 Vintage Off-Peak $0.16141 + $0.0075 G-AL-TOU-P Summer Demand - 2020 Vintage On-Peak $2.88
G-AL-TOU-P Summer Generation - 2020 Vintage On-Peak $0.14578 + $0.0075 G-AL-TOU-P Summer Generation - 2020 Vintage Semi-Peak $0.14436 + $0.0075 G-AL-TOU-P Summer Generation - 2020 Vintage Off-Peak $0.12963 + $0.0075 G-AL-TOU-P Winter Generation - 2020 Vintage On-Peak $0.34051 + $0.0075 G-AL-TOU-P Winter Generation - 2020 Vintage Semi-Peak $0.16089 + $0.0075 G-AL-TOU-P Winter Generation - 2020 Vintage Off-Peak $0.16071 + $0.0075 G-AL-TOU-T Summer Demand - 2020 Vintage On-Peak $2.75
G-AL-TOU-T Summer Generation - 2020 Vintage On-Peak $0.13939 + $0.0075 G-AL-TOU-T Summer Generation - 2020 Vintage Semi-Peak $0.13806 + $0.0075 G-AL-TOU-T Summer Generation - 2020 Vintage Off-Peak $0.12396 + $0.0075 G-AL-TOU-T Winter Generation - 2020 Vintage On-Peak $0.32598 + $0.0075 G-AL-TOU-T Winter Generation - 2020 Vintage Semi-Peak $0.15427 + $0.0075 G-AL-TOU-T Winter Generation - 2020 Vintage Off-Peak $0.15408 + $0.0075 G-DG-R-S Summer Generation - 2020 Vintage On-Peak $0.20396 + $0.0075 G-DG-R-S Summer Generation - 2020 Vintage Semi-Peak $0.18041 + $0.0075 G-DG-R-S Summer Generation - 2020 Vintage Off-Peak $0.15793 + $0.0075 G-DG-R-S Winter Generation - 2020 Vintage On-Peak $0.30965 + $0.0075 G-DG-R-S Winter Generation - 2020 Vintage Semi-Peak $0.14636 + $0.0075 G-DG-R-S Winter Generation - 2020 Vintage Off-Peak $0.14617 + $0.0075 G-DG-R-P Summer Generation - 2020 Vintage On-Peak $0.20306 + $0.0075 G-DG-R-P Summer Generation - 2020 Vintage Semi-Peak $0.17952 + $0.0075 G-DG-R-P Summer Generation - 2020 Vintage Off-Peak $0.15711 + $0.0075 G-DG-R-P Winter Generation - 2020 Vintage On-Peak $0.30816 + $0.0075 G-DG-R-P Winter Generation - 2020 Vintage Semi-Peak $0.14572 + $0.0075 G-DG-R-P Winter Generation - 2020 Vintage Off-Peak $0.14553 + $0.0075 G-DG-R-T Summer Generation - 2020 Vintage On-Peak $0.19548 + $0.0075 G-DG-R-T Summer Generation - 2020 Vintage Semi-Peak $0.17202 + $0.0075 G-DG-R-T Summer Generation - 2020 Vintage Off-Peak $0.15024 + $0.0075 G-DG-R-T Winter Generation - 2020 Vintage On-Peak $0.29503 + $0.0075 G-DG-R-T Winter Generation - 2020 Vintage Semi-Peak $0.13973 + $0.0075 G-DG-R-T Winter Generation - 2020 Vintage Off-Peak $0.13955 + $0.0075 G-A6-TOU-P Summer Demand - 2020 Vintage Total $2.88
G-A6-TOU-P Summer Generation - 2020 Vintage On-Peak $0.14578 + $0.0075 G-A6-TOU-P Summer Generation - 2020 Vintage Semi-Peak $0.14436 + $0.0075 G-A6-TOU-P Summer Generation - 2020 Vintage Off-Peak $0.12963 + $0.0075 G-A6-TOU-P Winter Generation - 2020 Vintage On-Peak $0.34051 + $0.0075 G-A6-TOU-P Winter Generation - 2020 Vintage Semi-Peak $0.16089 + $0.0075 G-A6-TOU-P Winter Generation - 2020 Vintage Off-Peak $0.16071 + $0.0075 G-A6-TOU-T Summer Demand - 2020 Vintage Total $2.75
G-A6-TOU-T Summer Generation - 2020 Vintage On-Peak $0.13939 + $0.0075 G-A6-TOU-T Summer Generation - 2020 Vintage Semi-Peak $0.13806 + $0.0075 G-A6-TOU-T Summer Generation - 2020 Vintage Off-Peak $0.12396 + $0.0075 G-A6-TOU-T Winter Generation - 2020 Vintage On-Peak $0.32598 + $0.0075 G-A6-TOU-T Winter Generation - 2020 Vintage Semi-Peak $0.15427 + $0.0075 G-A6-TOU-T Winter Generation - 2020 Vintage Off-Peak $0.15408 + $0.0075 G-PA-T-1-S Summer Demand - 2020 Vintage On-Peak $1.46
G-PA-T-1-S Summer Generation - 2020 Vintage On-Peak $0.11466 + $0.0075 G-PA-T-1-S Summer Generation - 2020 Vintage Semi-Peak $0.11369 + $0.0075 G-PA-T-1-S Summer Generation - 2020 Vintage Off-Peak $0.09720 + $0.0075 G-PA-T-1-S Winter Generation - 2020 Vintage On-Peak $0.24278 + $0.0075 G-PA-T-1-S Winter Generation - 2020 Vintage Semi-Peak $0.11416 + $0.0075 G-PA-T-1-S Winter Generation - 2020 Vintage Off-Peak $0.11412 + $0.0075 G-PA-T-1-P Summer Demand - 2020 Vintage On-Peak $1.45
G-PA-T-1-P Summer Generation - 2020 Vintage On-Peak $0.10875 + $0.0075 G-PA-T-1-P Summer Generation - 2020 Vintage Semi-Peak $0.10779 + $0.0075 G-PA-T-1-P Summer Generation - 2020 Vintage Off-Peak $0.09139 + $0.0075 G-PA-T-1-P Winter Generation - 2020 Vintage On-Peak $0.24161 + $0.0075 G-PA-T-1-P Winter Generation - 2020 Vintage Semi-Peak $0.11367 + $0.0075 G-PA-T-1-P Winter Generation - 2020 Vintage Off-Peak $0.11362 + $0.0075 G-PA-T-1-T Summer Demand - 2020 Vintage On-Peak $1.38
G-PA-T-1-T Summer Generation - 2020 Vintage On-Peak $0.10903 + $0.0075 G-PA-T-1-T Summer Generation - 2020 Vintage Semi-Peak $0.10814 + $0.0075 G-PA-T-1-T Summer Generation - 2020 Vintage Off-Peak $0.09242 + $0.0075 G-PA-T-1-T Winter Generation - 2020 Vintage On-Peak $0.24023 + $0.0075 G-PA-T-1-T Winter Generation - 2020 Vintage Semi-Peak $0.11306 + $0.0075 G-PA-T-1-T Winter Generation - 2020 Vintage Off-Peak $0.11302 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2020 Vintage On-Peak $0.40234 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2020 Vintage Semi-Peak $0.18068 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2020 Vintage Off-Peak $0.10424 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2020 Vintage On-Peak $0.15098 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2020 Vintage Semi-Peak $0.07113 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2020 Vintage Off-Peak $0.07109 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2020 Vintage On-Peak $0.40024 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2020 Vintage Semi-Peak $0.17974 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2020 Vintage Off-Peak $0.10370 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2020 Vintage On-Peak $0.15020 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2020 Vintage Semi-Peak $0.07076 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2020 Vintage Off-Peak $0.07072 + $0.0075 G-TOU-PA-S >= 20kW Summer Demand - 2020 Vintage On-Peak $1.83 G-TOU-PA-S >= 20kW Summer Generation - 2020 Vintage On-Peak $0.12464 + $0.0075 G-TOU-PA-S >= 20kW Summer Generation - 2020 Vintage Semi-Peak $0.12007 + $0.0075 G-TOU-PA-S >= 20kW Summer Generation - 2020 Vintage Off-Peak $0.10174 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2020 Vintage On-Peak $0.26251 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2020 Vintage Semi-Peak $0.12340 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2020 Vintage Off-Peak $0.12337 + $0.0075 G-TOU-PA-P >= 20kW Summer Demand - 2020 Vintage On-Peak $1.83 G-TOU-PA-P >= 20kW Summer Generation - 2020 Vintage On-Peak $0.12409 + $0.0075 G-TOU-PA-P >= 20kW Summer Generation - 2020 Vintage Semi-Peak $0.11952 + $0.0075 G-TOU-PA-P >= 20kW Summer Generation - 2020 Vintage Off-Peak $0.10138 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2020 Vintage On-Peak $0.26125 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2020 Vintage Semi-Peak $0.12286 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2020 Vintage Off-Peak $0.12282 + $0.0075 EV-HP-S Summer Demand - 2020 Vintage On-Peak $5.75 + $0.0075 EV-HP-S Summer Generation - 2020 Vintage On-Peak $0.08289 + $0.0075 EV-HP-S Summer Generation - 2020 Vintage Off-Peak $0.04962 + $0.0075 EV-HP-S Summer Generation - 2020 Vintage Super Off-Peak $0.04413 + $0.0075 EV-HP-S Winter Generation - 2020 Vintage On-Peak $0.09263 + $0.0075 EV-HP-S Winter Generation - 2020 Vintage Off-Peak $0.05194 + $0.0075 EV-HP-S Winter Generation - 2020 Vintage Super Off-Peak $0.04013 + $0.0075 EV-HP-P Summer Demand - 2020 Vintage On-Peak $5.72 + $0.0075 EV-HP-P Summer Generation - 2020 Vintage On-Peak $0.08248 + $0.0075 EV-HP-P Summer Generation - 2020 Vintage Off-Peak $0.04939 + $0.0075 EV-HP-P Summer Generation - 2020 Vintage Super Off-Peak $0.04398 + $0.0075 EV-HP-P Winter Generation - 2020 Vintage On-Peak $0.09221 + $0.0075 EV-HP-P Winter Generation - 2020 Vintage Off-Peak $0.05173 + $0.0075 EV-HP-P Winter Generation - 2020 Vintage Super Off-Peak $0.04000 + $0.0075 TOU-ELEC Summer Generation - 2020 Vintage On-Peak $0.42951 + $0.0075 TOU-ELEC Summer Generation - 2020 Vintage Off-Peak $0.12222 + $0.0075 TOU-ELEC Summer Generation - 2020 Vintage Super Off-Peak $0.08179 + $0.0075 TOU-ELEC Winter Generation - 2020 Vintage On-Peak $0.19581 + $0.0075 TOU-ELEC Winter Generation - 2020 Vintage Off-Peak $0.09520 + $0.0075 TOU-ELEC Winter Generation - 2020 Vintage Super Off-Peak $0.06375 + $0.0075 CCA Rate Name Season Charge Type Time of Use Period PowerOn ($/kWh) Power100 ($/kWh) DR Summer Generation - 2021 Vintage Total $0.24822 + $0.0075 DR Winter Generation - 2021 Vintage Total $0.08275 + $0.0075 DR-LI-MB Summer Generation - 2021 Vintage Total $0.24822 + $0.0075 DR-LI-MB Winter Generation - 2021 Vintage Total $0.08275 + $0.0075 E-LI-TOU Summer Generation - 2021 Vintage Total $0.08932 + $0.0075 E-LI-TOU Winter Generation - 2021 Vintage Total $0.06982 + $0.0075 E-LI-NR Summer Generation - 2021 Vintage Total $0.10128 + $0.0075 E-LI-NR Winter Generation - 2021 Vintage Total $0.07893 + $0.0075 DR-SES Summer Generation - 2021 Vintage On-Peak $0.43446 + $0.0075 DR-SES Summer Generation - 2021 Vintage Off-Peak $0.15567 + $0.0075 DR-SES Summer Generation - 2021 Vintage Super Off-Peak $0.06967 + $0.0075 DR-SES Winter Generation - 2021 Vintage On-Peak $0.15361 + $0.0075 DR-SES Winter Generation - 2021 Vintage Off-Peak $0.10825 + $0.0075 DR-SES Winter Generation - 2021 Vintage Super Off-Peak $0.05266 + $0.0075 EV-TOU Summer Generation - 2021 Vintage On-Peak $0.43446 + $0.0075 EV-TOU Summer Generation - 2021 Vintage Off-Peak $0.15567 + $0.0075 EV-TOU Summer Generation - 2021 Vintage Super Off-Peak $0.06967 + $0.0075 EV-TOU Winter Generation - 2021 Vintage On-Peak $0.15361 + $0.0075 EV-TOU Winter Generation - 2021 Vintage Off-Peak $0.10825 + $0.0075 EV-TOU Winter Generation - 2021 Vintage Super Off-Peak $0.05266 + $0.0075 EV-TOU-2 Summer Generation - 2021 Vintage On-Peak $0.43446 + $0.0075 EV-TOU-2 Summer Generation - 2021 Vintage Off-Peak $0.15567 + $0.0075 EV-TOU-2 Summer Generation - 2021 Vintage Super Off-Peak $0.06967 + $0.0075 EV-TOU-2 Winter Generation - 2021 Vintage On-Peak $0.15361 + $0.0075 EV-TOU-2 Winter Generation - 2021 Vintage Off-Peak $0.10825 + $0.0075 EV-TOU-2 Winter Generation - 2021 Vintage Super Off-Peak $0.05266 + $0.0075 EV-TOU-5 Summer Generation - 2021 Vintage On-Peak $0.43446 + $0.0075 EV-TOU-5 Summer Generation - 2021 Vintage Off-Peak $0.15567 + $0.0075 EV-TOU-5 Summer Generation - 2021 Vintage Super Off-Peak $0.06967 + $0.0075 EV-TOU-5 Winter Generation - 2021 Vintage On-Peak $0.15361 + $0.0075 EV-TOU-5 Winter Generation - 2021 Vintage Off-Peak $0.10825 + $0.0075 EV-TOU-5 Winter Generation - 2021 Vintage Super Off-Peak $0.05266 + $0.0075 TOU-DR-1 Summer Generation - 2021 Vintage On-Peak $0.46755 + $0.0075 TOU-DR-1 Summer Generation - 2021 Vintage Off-Peak $0.20668 + $0.0075 TOU-DR-1 Summer Generation - 2021 Vintage Super Off-Peak $0.06967 + $0.0075 TOU-DR-1 Winter Generation - 2021 Vintage On-Peak $0.13026 + $0.0075 TOU-DR-1 Winter Generation - 2021 Vintage Off-Peak $0.07011 + $0.0075 TOU-DR-1 Winter Generation - 2021 Vintage Super Off-Peak $0.05266 + $0.0075 TOU-DR-2 Summer Generation - 2021 Vintage On-Peak $0.46755 + $0.0075 TOU-DR-2 Summer Generation - 2021 Vintage Off-Peak $0.15019 + $0.0075 TOU-DR-2 Winter Generation - 2021 Vintage On-Peak $0.13026 + $0.0075 TOU-DR-2 Winter Generation - 2021 Vintage Off-Peak $0.06208 + $0.0075 TOU-DR Summer Generation - 2021 Vintage On-Peak $0.31751 + $0.0075 TOU-DR Summer Generation - 2021 Vintage Off-Peak $0.23975 + $0.0075 TOU-DR Summer Generation - 2021 Vintage Super Off-Peak $0.15546 + $0.0075 TOU-DR Winter Generation - 2021 Vintage On-Peak $0.12571 + $0.0075 TOU-DR Winter Generation - 2021 Vintage Off-Peak $0.06756 + $0.0075 TOU-DR Winter Generation - 2021 Vintage Super Off-Peak $0.05069 + $0.0075 TOU-A-S Summer Generation - 2021 Vintage On-Peak $0.29743 + $0.0075 TOU-A-S Summer Generation - 2021 Vintage Off-Peak $0.15815 + $0.0075 TOU-A-S Winter Generation - 2021 Vintage On-Peak $0.14351 + $0.0075 TOU-A-S Winter Generation - 2021 Vintage Off-Peak $0.06383 + $0.0075 TOU-A-P Summer Generation - 2021 Vintage On-Peak $0.29589 + $0.0075 TOU-A-P Summer Generation - 2021 Vintage Off-Peak $0.15731 + $0.0075 TOU-A-P Winter Generation - 2021 Vintage On-Peak $0.14277 + $0.0075 TOU-A-P Winter Generation - 2021 Vintage Off-Peak $0.06354 + $0.0075 TOU-A-2-S Summer Generation - 2021 Vintage On-Peak $0.40897 + $0.0075 TOU-A-2-S Summer Generation - 2021 Vintage Off-Peak $0.13148 + $0.0075 TOU-A-2-S Summer Generation - 2021 Vintage Super Off-Peak $0.06798 + $0.0075 TOU-A-2-S Winter Generation - 2021 Vintage On-Peak $0.13135 + $0.0075 TOU-A-2-S Winter Generation - 2021 Vintage Off-Peak $0.06832 + $0.0075 TOU-A-2-S Winter Generation - 2021 Vintage Super Off-Peak $0.04994 + $0.0075 TOU-A-2-P Summer Generation - 2021 Vintage On-Peak $0.40693 + $0.0075 TOU-A-2-P Summer Generation - 2021 Vintage Off-Peak $0.13082 + $0.0075 TOU-A-2-P Summer Generation - 2021 Vintage Super Off-Peak $0.06770 + $0.0075 TOU-A-2-P Winter Generation - 2021 Vintage On-Peak $0.13070 + $0.0075 TOU-A-2-P Winter Generation - 2021 Vintage Off-Peak $0.06799 + $0.0075 TOU-A-2-P Winter Generation - 2021 Vintage Super Off-Peak $0.04974 + $0.0075 TOU-A-3-S Summer Generation - 2021 Vintage On-Peak $0.30278 + $0.0075 TOU-A-3-S Summer Generation - 2021 Vintage Off-Peak $0.17921 + $0.0075 TOU-A-3-S Summer Generation - 2021 Vintage Super Off-Peak $0.06912 + $0.0075 TOU-A-3-S Winter Generation - 2021 Vintage On-Peak $0.13135 + $0.0075 TOU-A-3-S Winter Generation - 2021 Vintage Off-Peak $0.06832 + $0.0075 TOU-A-3-S Winter Generation - 2021 Vintage Super Off-Peak $0.04994 + $0.0075 TOU-A-3-P Summer Generation - 2021 Vintage On-Peak $0.30125 + $0.0075 TOU-A-3-P Summer Generation - 2021 Vintage Off-Peak $0.17828 + $0.0075 TOU-A-3-P Summer Generation - 2021 Vintage Super Off-Peak $0.06872 + $0.0075 TOU-A-3-P Winter Generation - 2021 Vintage On-Peak $0.13070 + $0.0075 TOU-A-3-P Winter Generation - 2021 Vintage Off-Peak $0.06799 + $0.0075 TOU-A-3-P Winter Generation - 2021 Vintage Super Off-Peak $0.04974 + $0.0075 A-TC Summer Generation - 2021 Vintage Total $0.08830 + $0.0075 A-TC Winter Generation - 2021 Vintage Total $0.07370 + $0.0075 TOU-M Summer Generation - 2021 Vintage On-Peak $0.41015 + $0.0075 TOU-M Summer Generation - 2021 Vintage Off-Peak $0.13154 + $0.0075 TOU-M Summer Generation - 2021 Vintage Super Off-Peak $0.06818 + $0.0075 TOU-M Winter Generation - 2021 Vintage On-Peak $0.13132 + $0.0075 TOU-M Winter Generation - 2021 Vintage Off-Peak $0.06829 + $0.0075 TOU-M Winter Generation - 2021 Vintage Super Off-Peak $0.04991 + $0.0075 OL-TOU Summer Generation - 2021 Vintage On-Peak $0.54369 + $0.0075 OL-TOU Summer Generation - 2021 Vintage Off-Peak $0.18130 + $0.0075 OL-TOU Summer Generation - 2021 Vintage Super Off-Peak $0.07600 + $0.0075 OL-TOU Winter Generation - 2021 Vintage On-Peak $0.14890 + $0.0075 OL-TOU Winter Generation - 2021 Vintage Off-Peak $0.07651 + $0.0075 OL-TOU Winter Generation - 2021 Vintage Super Off-Peak $0.05552 + $0.0075 AL-TOU-S Summer Demand - 2021 Vintage On-Peak $16.84
AL-TOU-S Summer Generation - 2021 Vintage On-Peak $0.22209 + $0.0075 AL-TOU-S Summer Generation - 2021 Vintage Off-Peak $0.13095 + $0.0075 AL-TOU-S Summer Generation - 2021 Vintage Super Off-Peak $0.10372 + $0.0075 AL-TOU-S Winter Generation - 2021 Vintage On-Peak $0.19872 + $0.0075 AL-TOU-S Winter Generation - 2021 Vintage Off-Peak $0.10449 + $0.0075 AL-TOU-S Winter Generation - 2021 Vintage Super Off-Peak $0.07702 + $0.0075 AL-TOU-P Summer Demand - 2021 Vintage On-Peak $16.76
AL-TOU-P Summer Generation - 2021 Vintage On-Peak $0.22094 + $0.0075 AL-TOU-P Summer Generation - 2021 Vintage Off-Peak $0.13028 + $0.0075 AL-TOU-P Summer Generation - 2021 Vintage Super Off-Peak $0.10331 + $0.0075 AL-TOU-P Winter Generation - 2021 Vintage On-Peak $0.19773 + $0.0075 AL-TOU-P Winter Generation - 2021 Vintage Off-Peak $0.10399 + $0.0075 AL-TOU-P Winter Generation - 2021 Vintage Super Off-Peak $0.07672 + $0.0075 AL-TOU-T Summer Demand - 2021 Vintage On-Peak $16.04
AL-TOU-T Summer Generation - 2021 Vintage On-Peak $0.21075 + $0.0075 AL-TOU-T Summer Generation - 2021 Vintage Off-Peak $0.12404 + $0.0075 AL-TOU-T Summer Generation - 2021 Vintage Super Off-Peak $0.09849 + $0.0075 AL-TOU-T Winter Generation - 2021 Vintage On-Peak $0.18871 + $0.0075 AL-TOU-T Winter Generation - 2021 Vintage Off-Peak $0.09906 + $0.0075 AL-TOU-T Winter Generation - 2021 Vintage Super Off-Peak $0.07297 + $0.0075 AL-TOU-2-S Summer Demand - 2021 Vintage On-Peak $29.25
AL-TOU-2-S Summer Generation - 2021 Vintage On-Peak $0.20093 + $0.0075 AL-TOU-2-S Summer Generation - 2021 Vintage Off-Peak $0.11829 + $0.0075 AL-TOU-2-S Summer Generation - 2021 Vintage Super Off-Peak $0.09245 + $0.0075 AL-TOU-2-S Winter Generation - 2021 Vintage On-Peak $0.17849 + $0.0075 AL-TOU-2-S Winter Generation - 2021 Vintage Off-Peak $0.09315 + $0.0075 AL-TOU-2-S Winter Generation - 2021 Vintage Super Off-Peak $0.06826 + $0.0075 AL-TOU-2-P Summer Demand - 2021 Vintage On-Peak $29.12
AL-TOU-2-P Summer Generation - 2021 Vintage On-Peak $0.19988 + $0.0075 AL-TOU-2-P Summer Generation - 2021 Vintage Off-Peak $0.11766 + $0.0075 AL-TOU-2-P Summer Generation - 2021 Vintage Super Off-Peak $0.09209 + $0.0075 AL-TOU-2-P Winter Generation - 2021 Vintage On-Peak $0.17760 + $0.0075 AL-TOU-2-P Winter Generation - 2021 Vintage Off-Peak $0.09269 + $0.0075 AL-TOU-2-P Winter Generation - 2021 Vintage Super Off-Peak $0.06798 + $0.0075 AL-TOU-2-T Summer Demand - 2021 Vintage On-Peak $27.86
AL-TOU-2-T Summer Generation - 2021 Vintage On-Peak $0.19059 + $0.0075 AL-TOU-2-T Summer Generation - 2021 Vintage Off-Peak $0.11196 + $0.0075 AL-TOU-2-T Summer Generation - 2021 Vintage Super Off-Peak $0.08771 + $0.0075 AL-TOU-2-T Winter Generation - 2021 Vintage On-Peak $0.16943 + $0.0075 AL-TOU-2-T Winter Generation - 2021 Vintage Off-Peak $0.08822 + $0.0075 AL-TOU-2-T Winter Generation - 2021 Vintage Super Off-Peak $0.06458 + $0.0075 DG-R-S Summer Generation - 2021 Vintage On-Peak $0.54363 + $0.0075 DG-R-S Summer Generation - 2021 Vintage Off-Peak $0.18356 + $0.0075 DG-R-S Summer Generation - 2021 Vintage Super Off-Peak $0.07667 + $0.0075 DG-R-S Winter Generation - 2021 Vintage On-Peak $0.14927 + $0.0075 DG-R-S Winter Generation - 2021 Vintage Off-Peak $0.07677 + $0.0075 DG-R-S Winter Generation - 2021 Vintage Super Off-Peak $0.05560 + $0.0075 DG-R-P Summer Generation - 2021 Vintage On-Peak $0.54105 + $0.0075 DG-R-P Summer Generation - 2021 Vintage Off-Peak $0.18267 + $0.0075 DG-R-P Summer Generation - 2021 Vintage Super Off-Peak $0.07636 + $0.0075 DG-R-P Winter Generation - 2021 Vintage On-Peak $0.14851 + $0.0075 DG-R-P Winter Generation - 2021 Vintage Off-Peak $0.07638 + $0.0075 DG-R-P Winter Generation - 2021 Vintage Super Off-Peak $0.05537 + $0.0075 DG-R-T Summer Generation - 2021 Vintage On-Peak $0.51823 + $0.0075 DG-R-T Summer Generation - 2021 Vintage Off-Peak $0.17449 + $0.0075 DG-R-T Summer Generation - 2021 Vintage Super Off-Peak $0.07264 + $0.0075 DG-R-T Winter Generation - 2021 Vintage On-Peak $0.14156 + $0.0075 DG-R-T Winter Generation - 2021 Vintage Off-Peak $0.07257 + $0.0075 DG-R-T Winter Generation - 2021 Vintage Super Off-Peak $0.05247 + $0.0075 A6-TOU-P Summer Demand - 2021 Vintage Total $16.76
A6-TOU-P Summer Generation - 2021 Vintage On-Peak $0.22094 + $0.0075 A6-TOU-P Summer Generation - 2021 Vintage Off-Peak $0.13028 + $0.0075 A6-TOU-P Summer Generation - 2021 Vintage Super Off-Peak $0.10331 + $0.0075 A6-TOU-P Winter Generation - 2021 Vintage On-Peak $0.19773 + $0.0075 A6-TOU-P Winter Generation - 2021 Vintage Off-Peak $0.10399 + $0.0075 A6-TOU-P Winter Generation - 2021 Vintage Super Off-Peak $0.07672 + $0.0075 A6-TOU-T Summer Demand - 2021 Vintage Total $16.04
A6-TOU-T Summer Generation - 2021 Vintage On-Peak $0.21075 + $0.0075 A6-TOU-T Summer Generation - 2021 Vintage Off-Peak $0.12404 + $0.0075 A6-TOU-T Summer Generation - 2021 Vintage Super Off-Peak $0.09849 + $0.0075 A6-TOU-T Winter Generation - 2021 Vintage On-Peak $0.18871 + $0.0075 A6-TOU-T Winter Generation - 2021 Vintage Off-Peak $0.09906 + $0.0075 A6-TOU-T Winter Generation - 2021 Vintage Super Off-Peak $0.07297 + $0.0075 TOU-PA-S Summer Generation - 2021 Vintage On-Peak $0.31075 + $0.0075 TOU-PA-S Summer Generation - 2021 Vintage Off-Peak $0.16815 + $0.0075 TOU-PA-S Winter Generation - 2021 Vintage On-Peak $0.13346 + $0.0075 TOU-PA-S Winter Generation - 2021 Vintage Off-Peak $0.06111 + $0.0075 TOU-PA-P Summer Generation - 2021 Vintage On-Peak $0.30915 + $0.0075 TOU-PA-P Summer Generation - 2021 Vintage Off-Peak $0.16727 + $0.0075 TOU-PA-P Winter Generation - 2021 Vintage On-Peak $0.13280 + $0.0075 TOU-PA-P Winter Generation - 2021 Vintage Off-Peak $0.06085 + $0.0075 TOU-PA-2-S Summer Demand - 2021 Vintage On-Peak $13.98
TOU-PA-2-S Summer Generation - 2021 Vintage On-Peak $0.18342 + $0.0075 TOU-PA-2-S Summer Generation - 2021 Vintage Off-Peak $0.11107 + $0.0075 TOU-PA-2-S Summer Generation - 2021 Vintage Super Off-Peak $0.08149 + $0.0075 TOU-PA-2-S Winter Generation - 2021 Vintage On-Peak $0.15229 + $0.0075 TOU-PA-2-S Winter Generation - 2021 Vintage Off-Peak $0.08202 + $0.0075 TOU-PA-2-S Winter Generation - 2021 Vintage Super Off-Peak $0.06161 + $0.0075 TOU-PA-2-P Summer Demand - 2021 Vintage On-Peak $13.92
TOU-PA-2-P Summer Generation - 2021 Vintage On-Peak $0.18261 + $0.0075 TOU-PA-2-P Summer Generation - 2021 Vintage Off-Peak $0.11060 + $0.0075 TOU-PA-2-P Summer Generation - 2021 Vintage Super Off-Peak $0.08119 + $0.0075 TOU-PA-2-P Winter Generation - 2021 Vintage On-Peak $0.15156 + $0.0075 TOU-PA-2-P Winter Generation - 2021 Vintage Off-Peak $0.08165 + $0.0075 TOU-PA-2-P Winter Generation - 2021 Vintage Super Off-Peak $0.06138 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2021 Vintage On-Peak $0.35815 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2021 Vintage Off-Peak $0.19027 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2021 Vintage Super Off-Peak $0.08666 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2021 Vintage On-Peak $0.12343 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2021 Vintage Off-Peak $0.06583 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2021 Vintage Super Off-Peak $0.04910 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2021 Vintage On-Peak $0.35638 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2021 Vintage Off-Peak $0.18932 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2021 Vintage Super Off-Peak $0.08620 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2021 Vintage On-Peak $0.12282 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2021 Vintage Off-Peak $0.06552 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2021 Vintage Super Off-Peak $0.04891 + $0.0075 TOU-PA-3-S >=20kW Summer Demand - 2021 Vintage On-Peak $3.92 TOU-PA-3-S >=20kW Summer Generation - 2021 Vintage On-Peak $0.34632 + $0.0075 TOU-PA-3-S >=20kW Summer Generation - 2021 Vintage Off-Peak $0.18396 + $0.0075 TOU-PA-3-S >=20kW Summer Generation - 2021 Vintage Super Off-Peak $0.07752 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2021 Vintage On-Peak $0.11744 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2021 Vintage Off-Peak $0.06248 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2021 Vintage Super Off-Peak $0.04652 + $0.0075 TOU-PA-3-P >=20kW Summer Demand - 2021 Vintage On-Peak $3.91 TOU-PA-3-P >=20kW Summer Generation - 2021 Vintage On-Peak $0.34473 + $0.0075 TOU-PA-3-P >=20kW Summer Generation - 2021 Vintage Off-Peak $0.18312 + $0.0075 TOU-PA-3-P >=20kW Summer Generation - 2021 Vintage Super Off-Peak $0.07711 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2021 Vintage On-Peak $0.11685 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2021 Vintage Off-Peak $0.06214 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2021 Vintage Super Off-Peak $0.04626 + $0.0075 PA-T-1-S Summer Demand - 2021 Vintage On-Peak $7.97
PA-T-1-S Summer Generation - 2021 Vintage On-Peak $0.18507 + $0.0075 PA-T-1-S Summer Generation - 2021 Vintage Off-Peak $0.11260 + $0.0075 PA-T-1-S Summer Generation - 2021 Vintage Super Off-Peak $0.08748 + $0.0075 PA-T-1-S Winter Generation - 2021 Vintage On-Peak $0.16312 + $0.0075 PA-T-1-S Winter Generation - 2021 Vintage Off-Peak $0.08809 + $0.0075 PA-T-1-S Winter Generation - 2021 Vintage Super Off-Peak $0.06630 + $0.0075 PA-T-1-P Summer Demand - 2021 Vintage On-Peak $7.93
PA-T-1-P Summer Generation - 2021 Vintage On-Peak $0.18413 + $0.0075 PA-T-1-P Summer Generation - 2021 Vintage Off-Peak $0.11204 + $0.0075 PA-T-1-P Summer Generation - 2021 Vintage Super Off-Peak $0.08716 + $0.0075 PA-T-1-P Winter Generation - 2021 Vintage On-Peak $0.16234 + $0.0075 PA-T-1-P Winter Generation - 2021 Vintage Off-Peak $0.08770 + $0.0075 PA-T-1-P Winter Generation - 2021 Vintage Super Off-Peak $0.06606 + $0.0075 PA-T-1-T Summer Demand - 2021 Vintage On-Peak $7.59
PA-T-1-T Summer Generation - 2021 Vintage On-Peak $0.17589 + $0.0075 PA-T-1-T Summer Generation - 2021 Vintage Off-Peak $0.10694 + $0.0075 PA-T-1-T Summer Generation - 2021 Vintage Super Off-Peak $0.08332 + $0.0075 PA-T-1-T Winter Generation - 2021 Vintage On-Peak $0.15517 + $0.0075 PA-T-1-T Winter Generation - 2021 Vintage Off-Peak $0.08378 + $0.0075 PA-T-1-T Winter Generation - 2021 Vintage Super Off-Peak $0.06309 + $0.0075 LS All Generation - 2021 Vintage Total $0.09413 + $0.0075 OL-2 All Generation - 2021 Vintage Total $0.09413 + $0.0075 LS-2-AD Summer Generation - 2021 Vintage On-Peak $0.30606 + $0.0075 LS-2-AD Summer Generation - 2021 Vintage Off-Peak $0.18249 + $0.0075 LS-2-AD Summer Generation - 2021 Vintage Super Off-Peak $0.07240 + $0.0075 LS-2-AD Winter Generation - 2021 Vintage On-Peak $0.13463 + $0.0075 LS-2-AD Winter Generation - 2021 Vintage Off-Peak $0.07160 + $0.0075 LS-2-AD Winter Generation - 2021 Vintage Super Off-Peak $0.05322 + $0.0075 G-TOU-M Summer Generation - 2021 Vintage On-Peak $0.18930 + $0.0075 G-TOU-M Summer Generation - 2021 Vintage Semi-Peak $0.18779 + $0.0075 G-TOU-M Summer Generation - 2021 Vintage Off-Peak $0.18759 + $0.0075 G-TOU-M Winter Generation - 2021 Vintage On-Peak $0.16627 + $0.0075 G-TOU-M Winter Generation - 2021 Vintage Semi-Peak $0.07152 + $0.0075 G-TOU-M Winter Generation - 2021 Vintage Off-Peak $0.07137 + $0.0075 G-OL-TOU Summer Generation - 2021 Vintage On-Peak $0.18635 + $0.0075 G-OL-TOU Summer Generation - 2021 Vintage Semi-Peak $0.15982 + $0.0075 G-OL-TOU Summer Generation - 2021 Vintage Off-Peak $0.13920 + $0.0075 G-OL-TOU Winter Generation - 2021 Vintage On-Peak $0.29125 + $0.0075 G-OL-TOU Winter Generation - 2021 Vintage Semi-Peak $0.12808 + $0.0075 G-OL-TOU Winter Generation - 2021 Vintage Off-Peak $0.12806 + $0.0075 G-TOU-A-S Summer Generation - 2021 Vintage On-Peak $0.34456 + $0.0075 G-TOU-A-S Summer Generation - 2021 Vintage Semi-Peak $0.19051 + $0.0075 G-TOU-A-S Summer Generation - 2021 Vintage Off-Peak $0.07990 + $0.0075 G-TOU-A-S Winter Generation - 2021 Vintage On-Peak $0.16307 + $0.0075 G-TOU-A-S Winter Generation - 2021 Vintage Semi-Peak $0.07003 + $0.0075 G-TOU-A-S Winter Generation - 2021 Vintage Off-Peak $0.06988 + $0.0075 G-TOU-A-P Summer Generation - 2021 Vintage On-Peak $0.34269 + $0.0075 G-TOU-A-P Summer Generation - 2021 Vintage Semi-Peak $0.18943 + $0.0075 G-TOU-A-P Summer Generation - 2021 Vintage Off-Peak $0.07942 + $0.0075 G-TOU-A-P Winter Generation - 2021 Vintage On-Peak $0.16223 + $0.0075 G-TOU-A-P Winter Generation - 2021 Vintage Semi-Peak $0.06967 + $0.0075 G-TOU-A-P Winter Generation - 2021 Vintage Off-Peak $0.06952 + $0.0075 G-AL-TOU-S Summer Demand - 2021 Vintage On-Peak $2.89
G-AL-TOU-S Summer Generation - 2021 Vintage On-Peak $0.12853 + $0.0075 G-AL-TOU-S Summer Generation - 2021 Vintage Semi-Peak $0.12712 + $0.0075 G-AL-TOU-S Summer Generation - 2021 Vintage Off-Peak $0.11231 + $0.0075 G-AL-TOU-S Winter Generation - 2021 Vintage On-Peak $0.32415 + $0.0075 G-AL-TOU-S Winter Generation - 2021 Vintage Semi-Peak $0.14359 + $0.0075 G-AL-TOU-S Winter Generation - 2021 Vintage Off-Peak $0.14341 + $0.0075 G-AL-TOU-P Summer Demand - 2021 Vintage On-Peak $2.88
G-AL-TOU-P Summer Generation - 2021 Vintage On-Peak $0.12778 + $0.0075 G-AL-TOU-P Summer Generation - 2021 Vintage Semi-Peak $0.12636 + $0.0075 G-AL-TOU-P Summer Generation - 2021 Vintage Off-Peak $0.11163 + $0.0075 G-AL-TOU-P Winter Generation - 2021 Vintage On-Peak $0.32251 + $0.0075 G-AL-TOU-P Winter Generation - 2021 Vintage Semi-Peak $0.14289 + $0.0075 G-AL-TOU-P Winter Generation - 2021 Vintage Off-Peak $0.14271 + $0.0075 G-AL-TOU-T Summer Demand - 2021 Vintage On-Peak $2.75
G-AL-TOU-T Summer Generation - 2021 Vintage On-Peak $0.12139 + $0.0075 G-AL-TOU-T Summer Generation - 2021 Vintage Semi-Peak $0.12006 + $0.0075 G-AL-TOU-T Summer Generation - 2021 Vintage Off-Peak $0.10596 + $0.0075 G-AL-TOU-T Winter Generation - 2021 Vintage On-Peak $0.30798 + $0.0075 G-AL-TOU-T Winter Generation - 2021 Vintage Semi-Peak $0.13627 + $0.0075 G-AL-TOU-T Winter Generation - 2021 Vintage Off-Peak $0.13608 + $0.0075 G-DG-R-S Summer Generation - 2021 Vintage On-Peak $0.18596 + $0.0075 G-DG-R-S Summer Generation - 2021 Vintage Semi-Peak $0.16241 + $0.0075 G-DG-R-S Summer Generation - 2021 Vintage Off-Peak $0.13993 + $0.0075 G-DG-R-S Winter Generation - 2021 Vintage On-Peak $0.29165 + $0.0075 G-DG-R-S Winter Generation - 2021 Vintage Semi-Peak $0.12836 + $0.0075 G-DG-R-S Winter Generation - 2021 Vintage Off-Peak $0.12817 + $0.0075 G-DG-R-P Summer Generation - 2021 Vintage On-Peak $0.18506 + $0.0075 G-DG-R-P Summer Generation - 2021 Vintage Semi-Peak $0.16152 + $0.0075 G-DG-R-P Summer Generation - 2021 Vintage Off-Peak $0.13911 + $0.0075 G-DG-R-P Winter Generation - 2021 Vintage On-Peak $0.29016 + $0.0075 G-DG-R-P Winter Generation - 2021 Vintage Semi-Peak $0.12772 + $0.0075 G-DG-R-P Winter Generation - 2021 Vintage Off-Peak $0.12753 + $0.0075 G-DG-R-T Summer Generation - 2021 Vintage On-Peak $0.17748 + $0.0075 G-DG-R-T Summer Generation - 2021 Vintage Semi-Peak $0.15402 + $0.0075 G-DG-R-T Summer Generation - 2021 Vintage Off-Peak $0.13224 + $0.0075 G-DG-R-T Winter Generation - 2021 Vintage On-Peak $0.27703 + $0.0075 G-DG-R-T Winter Generation - 2021 Vintage Semi-Peak $0.12173 + $0.0075 G-DG-R-T Winter Generation - 2021 Vintage Off-Peak $0.12155 + $0.0075 G-A6-TOU-P Summer Demand - 2021 Vintage Total $2.88
G-A6-TOU-P Summer Generation - 2021 Vintage On-Peak $0.12778 + $0.0075 G-A6-TOU-P Summer Generation - 2021 Vintage Semi-Peak $0.12636 + $0.0075 G-A6-TOU-P Summer Generation - 2021 Vintage Off-Peak $0.11163 + $0.0075 G-A6-TOU-P Winter Generation - 2021 Vintage On-Peak $0.32251 + $0.0075 G-A6-TOU-P Winter Generation - 2021 Vintage Semi-Peak $0.14289 + $0.0075 G-A6-TOU-P Winter Generation - 2021 Vintage Off-Peak $0.14271 + $0.0075 G-A6-TOU-T Summer Demand - 2021 Vintage Total $2.75
G-A6-TOU-T Summer Generation - 2021 Vintage On-Peak $0.12139 + $0.0075 G-A6-TOU-T Summer Generation - 2021 Vintage Semi-Peak $0.12006 + $0.0075 G-A6-TOU-T Summer Generation - 2021 Vintage Off-Peak $0.10596 + $0.0075 G-A6-TOU-T Winter Generation - 2021 Vintage On-Peak $0.30798 + $0.0075 G-A6-TOU-T Winter Generation - 2021 Vintage Semi-Peak $0.13627 + $0.0075 G-A6-TOU-T Winter Generation - 2021 Vintage Off-Peak $0.13608 + $0.0075 G-PA-T-1-S Summer Demand - 2021 Vintage On-Peak $1.46
G-PA-T-1-S Summer Generation - 2021 Vintage On-Peak $0.10632 + $0.0075 G-PA-T-1-S Summer Generation - 2021 Vintage Semi-Peak $0.10535 + $0.0075 G-PA-T-1-S Summer Generation - 2021 Vintage Off-Peak $0.08886 + $0.0075 G-PA-T-1-S Winter Generation - 2021 Vintage On-Peak $0.23444 + $0.0075 G-PA-T-1-S Winter Generation - 2021 Vintage Semi-Peak $0.10582 + $0.0075 G-PA-T-1-S Winter Generation - 2021 Vintage Off-Peak $0.10578 + $0.0075 G-PA-T-1-P Summer Demand - 2021 Vintage On-Peak $1.45
G-PA-T-1-P Summer Generation - 2021 Vintage On-Peak $0.10041 + $0.0075 G-PA-T-1-P Summer Generation - 2021 Vintage Semi-Peak $0.09945 + $0.0075 G-PA-T-1-P Summer Generation - 2021 Vintage Off-Peak $0.08305 + $0.0075 G-PA-T-1-P Winter Generation - 2021 Vintage On-Peak $0.23327 + $0.0075 G-PA-T-1-P Winter Generation - 2021 Vintage Semi-Peak $0.10533 + $0.0075 G-PA-T-1-P Winter Generation - 2021 Vintage Off-Peak $0.10528 + $0.0075 G-PA-T-1-T Summer Demand - 2021 Vintage On-Peak $1.38
G-PA-T-1-T Summer Generation - 2021 Vintage On-Peak $0.10069 + $0.0075 G-PA-T-1-T Summer Generation - 2021 Vintage Semi-Peak $0.09980 + $0.0075 G-PA-T-1-T Summer Generation - 2021 Vintage Off-Peak $0.08408 + $0.0075 G-PA-T-1-T Winter Generation - 2021 Vintage On-Peak $0.23189 + $0.0075 G-PA-T-1-T Winter Generation - 2021 Vintage Semi-Peak $0.10472 + $0.0075 G-PA-T-1-T Winter Generation - 2021 Vintage Off-Peak $0.10468 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2021 Vintage On-Peak $0.39400 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2021 Vintage Semi-Peak $0.17234 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2021 Vintage Off-Peak $0.09590 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2021 Vintage On-Peak $0.14264 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2021 Vintage Semi-Peak $0.06279 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2021 Vintage Off-Peak $0.06275 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2021 Vintage On-Peak $0.39190 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2021 Vintage Semi-Peak $0.17140 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2021 Vintage Off-Peak $0.09536 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2021 Vintage On-Peak $0.14186 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2021 Vintage Semi-Peak $0.06242 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2021 Vintage Off-Peak $0.06238 + $0.0075 G-TOU-PA-S >= 20kW Summer Demand - 2021 Vintage On-Peak $1.83 G-TOU-PA-S >= 20kW Summer Generation - 2021 Vintage On-Peak $0.11630 + $0.0075 G-TOU-PA-S >= 20kW Summer Generation - 2021 Vintage Semi-Peak $0.11173 + $0.0075 G-TOU-PA-S >= 20kW Summer Generation - 2021 Vintage Off-Peak $0.09340 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2021 Vintage On-Peak $0.25417 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2021 Vintage Semi-Peak $0.11506 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2021 Vintage Off-Peak $0.11503 + $0.0075 G-TOU-PA-P >= 20kW Summer Demand - 2021 Vintage On-Peak $1.83 G-TOU-PA-P >= 20kW Summer Generation - 2021 Vintage On-Peak $0.11575 + $0.0075 G-TOU-PA-P >= 20kW Summer Generation - 2021 Vintage Semi-Peak $0.11118 + $0.0075 G-TOU-PA-P >= 20kW Summer Generation - 2021 Vintage Off-Peak $0.09304 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2021 Vintage On-Peak $0.25291 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2021 Vintage Semi-Peak $0.11452 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2021 Vintage Off-Peak $0.11448 + $0.0075 EV-HP-S Summer Demand - 2021 Vintage On-Peak $5.75 + $0.0075 EV-HP-S Summer Generation - 2021 Vintage On-Peak $0.08289 + $0.0075 EV-HP-S Summer Generation - 2021 Vintage Off-Peak $0.04962 + $0.0075 EV-HP-S Summer Generation - 2021 Vintage Super Off-Peak $0.04413 + $0.0075 EV-HP-S Winter Generation - 2021 Vintage On-Peak $0.09263 + $0.0075 EV-HP-S Winter Generation - 2021 Vintage Off-Peak $0.05194 + $0.0075 EV-HP-S Winter Generation - 2021 Vintage Super Off-Peak $0.04013 + $0.0075 EV-HP-P Summer Demand - 2021 Vintage On-Peak $5.72 + $0.0075 EV-HP-P Summer Generation - 2021 Vintage On-Peak $0.08248 + $0.0075 EV-HP-P Summer Generation - 2021 Vintage Off-Peak $0.04939 + $0.0075 EV-HP-P Summer Generation - 2021 Vintage Super Off-Peak $0.04398 + $0.0075 EV-HP-P Winter Generation - 2021 Vintage On-Peak $0.09221 + $0.0075 EV-HP-P Winter Generation - 2021 Vintage Off-Peak $0.05173 + $0.0075 EV-HP-P Winter Generation - 2021 Vintage Super Off-Peak $0.04000 + $0.0075 TOU-ELEC Summer Generation - 2021 Vintage On-Peak $0.42199 + $0.0075 TOU-ELEC Summer Generation - 2021 Vintage Off-Peak $0.11470 + $0.0075 TOU-ELEC Summer Generation - 2021 Vintage Super Off-Peak $0.07427 + $0.0075 TOU-ELEC Winter Generation - 2021 Vintage On-Peak $0.18829 + $0.0075 TOU-ELEC Winter Generation - 2021 Vintage Off-Peak $0.08768 + $0.0075 TOU-ELEC Winter Generation - 2021 Vintage Super Off-Peak $0.05623 + $0.0075 CCA Rate Name Season Charge Type Time of Use Period PowerOn ($/kWh) Power100 ($/kWh) DR Summer Generation - 2022 Vintage Total $0.23190 + $0.0075 DR Winter Generation - 2022 Vintage Total $0.06643 + $0.0075 DR-LI-MB Summer Generation - 2022 Vintage Total $0.23190 + $0.0075 DR-LI-MB Winter Generation - 2022 Vintage Total $0.06643 + $0.0075 E-LI-TOU Summer Generation - 2022 Vintage Total $0.07419 + $0.0075 E-LI-TOU Winter Generation - 2022 Vintage Total $0.05469 + $0.0075 E-LI-NR Summer Generation - 2022 Vintage Total $0.07968 + $0.0075 E-LI-NR Winter Generation - 2022 Vintage Total $0.05733 + $0.0075 DR-SES Summer Generation - 2022 Vintage On-Peak $0.41814 + $0.0075 DR-SES Summer Generation - 2022 Vintage Off-Peak $0.13935 + $0.0075 DR-SES Summer Generation - 2022 Vintage Super Off-Peak $0.05335 + $0.0075 DR-SES Winter Generation - 2022 Vintage On-Peak $0.13729 + $0.0075 DR-SES Winter Generation - 2022 Vintage Off-Peak $0.09193 + $0.0075 DR-SES Winter Generation - 2022 Vintage Super Off-Peak $0.03634 + $0.0075 EV-TOU Summer Generation - 2022 Vintage On-Peak $0.41814 + $0.0075 EV-TOU Summer Generation - 2022 Vintage Off-Peak $0.13935 + $0.0075 EV-TOU Summer Generation - 2022 Vintage Super Off-Peak $0.05335 + $0.0075 EV-TOU Winter Generation - 2022 Vintage On-Peak $0.13729 + $0.0075 EV-TOU Winter Generation - 2022 Vintage Off-Peak $0.09193 + $0.0075 EV-TOU Winter Generation - 2022 Vintage Super Off-Peak $0.03634 + $0.0075 EV-TOU-2 Summer Generation - 2022 Vintage On-Peak $0.41814 + $0.0075 EV-TOU-2 Summer Generation - 2022 Vintage Off-Peak $0.13935 + $0.0075 EV-TOU-2 Summer Generation - 2022 Vintage Super Off-Peak $0.05335 + $0.0075 EV-TOU-2 Winter Generation - 2022 Vintage On-Peak $0.13729 + $0.0075 EV-TOU-2 Winter Generation - 2022 Vintage Off-Peak $0.09193 + $0.0075 EV-TOU-2 Winter Generation - 2022 Vintage Super Off-Peak $0.03634 + $0.0075 EV-TOU-5 Summer Generation - 2022 Vintage On-Peak $0.41814 + $0.0075 EV-TOU-5 Summer Generation - 2022 Vintage Off-Peak $0.13935 + $0.0075 EV-TOU-5 Summer Generation - 2022 Vintage Super Off-Peak $0.05335 + $0.0075 EV-TOU-5 Winter Generation - 2022 Vintage On-Peak $0.13729 + $0.0075 EV-TOU-5 Winter Generation - 2022 Vintage Off-Peak $0.09193 + $0.0075 EV-TOU-5 Winter Generation - 2022 Vintage Super Off-Peak $0.03634 + $0.0075 TOU-DR-1 Summer Generation - 2022 Vintage On-Peak $0.45123 + $0.0075 TOU-DR-1 Summer Generation - 2022 Vintage Off-Peak $0.19036 + $0.0075 TOU-DR-1 Summer Generation - 2022 Vintage Super Off-Peak $0.05335 + $0.0075 TOU-DR-1 Winter Generation - 2022 Vintage On-Peak $0.11394 + $0.0075 TOU-DR-1 Winter Generation - 2022 Vintage Off-Peak $0.05379 + $0.0075 TOU-DR-1 Winter Generation - 2022 Vintage Super Off-Peak $0.03634 + $0.0075 TOU-DR-2 Summer Generation - 2022 Vintage On-Peak $0.45123 + $0.0075 TOU-DR-2 Summer Generation - 2022 Vintage Off-Peak $0.13387 + $0.0075 TOU-DR-2 Winter Generation - 2022 Vintage On-Peak $0.11394 + $0.0075 TOU-DR-2 Winter Generation - 2022 Vintage Off-Peak $0.04576 + $0.0075 TOU-DR Summer Generation - 2022 Vintage On-Peak $0.30119 + $0.0075 TOU-DR Summer Generation - 2022 Vintage Off-Peak $0.22343 + $0.0075 TOU-DR Summer Generation - 2022 Vintage Super Off-Peak $0.13914 + $0.0075 TOU-DR Winter Generation - 2022 Vintage On-Peak $0.10939 + $0.0075 TOU-DR Winter Generation - 2022 Vintage Off-Peak $0.05124 + $0.0075 TOU-DR Winter Generation - 2022 Vintage Super Off-Peak $0.03437 + $0.0075 TOU-A-S Summer Generation - 2022 Vintage On-Peak $0.28230 + $0.0075 TOU-A-S Summer Generation - 2022 Vintage Off-Peak $0.14302 + $0.0075 TOU-A-S Winter Generation - 2022 Vintage On-Peak $0.12838 + $0.0075 TOU-A-S Winter Generation - 2022 Vintage Off-Peak $0.04870 + $0.0075 TOU-A-P Summer Generation - 2022 Vintage On-Peak $0.28076 + $0.0075 TOU-A-P Summer Generation - 2022 Vintage Off-Peak $0.14218 + $0.0075 TOU-A-P Winter Generation - 2022 Vintage On-Peak $0.12764 + $0.0075 TOU-A-P Winter Generation - 2022 Vintage Off-Peak $0.04841 + $0.0075 TOU-A-2-S Summer Generation - 2022 Vintage On-Peak $0.39384 + $0.0075 TOU-A-2-S Summer Generation - 2022 Vintage Off-Peak $0.11635 + $0.0075 TOU-A-2-S Summer Generation - 2022 Vintage Super Off-Peak $0.05285 + $0.0075 TOU-A-2-S Winter Generation - 2022 Vintage On-Peak $0.11622 + $0.0075 TOU-A-2-S Winter Generation - 2022 Vintage Off-Peak $0.05319 + $0.0075 TOU-A-2-S Winter Generation - 2022 Vintage Super Off-Peak $0.03481 + $0.0075 TOU-A-2-P Summer Generation - 2022 Vintage On-Peak $0.39180 + $0.0075 TOU-A-2-P Summer Generation - 2022 Vintage Off-Peak $0.11569 + $0.0075 TOU-A-2-P Summer Generation - 2022 Vintage Super Off-Peak $0.05257 + $0.0075 TOU-A-2-P Winter Generation - 2022 Vintage On-Peak $0.11557 + $0.0075 TOU-A-2-P Winter Generation - 2022 Vintage Off-Peak $0.05286 + $0.0075 TOU-A-2-P Winter Generation - 2022 Vintage Super Off-Peak $0.03461 + $0.0075 TOU-A-3-S Summer Generation - 2022 Vintage On-Peak $0.28765 + $0.0075 TOU-A-3-S Summer Generation - 2022 Vintage Off-Peak $0.16408 + $0.0075 TOU-A-3-S Summer Generation - 2022 Vintage Super Off-Peak $0.05399 + $0.0075 TOU-A-3-S Winter Generation - 2022 Vintage On-Peak $0.11622 + $0.0075 TOU-A-3-S Winter Generation - 2022 Vintage Off-Peak $0.05319 + $0.0075 TOU-A-3-S Winter Generation - 2022 Vintage Super Off-Peak $0.03481 + $0.0075 TOU-A-3-P Summer Generation - 2022 Vintage On-Peak $0.28612 + $0.0075 TOU-A-3-P Summer Generation - 2022 Vintage Off-Peak $0.16315 + $0.0075 TOU-A-3-P Summer Generation - 2022 Vintage Super Off-Peak $0.05359 + $0.0075 TOU-A-3-P Winter Generation - 2022 Vintage On-Peak $0.11557 + $0.0075 TOU-A-3-P Winter Generation - 2022 Vintage Off-Peak $0.05286 + $0.0075 TOU-A-3-P Winter Generation - 2022 Vintage Super Off-Peak $0.03461 + $0.0075 A-TC Summer Generation - 2022 Vintage Total $0.07317 + $0.0075 A-TC Winter Generation - 2022 Vintage Total $0.05857 + $0.0075 TOU-M Summer Generation - 2022 Vintage On-Peak $0.39502 + $0.0075 TOU-M Summer Generation - 2022 Vintage Off-Peak $0.11641 + $0.0075 TOU-M Summer Generation - 2022 Vintage Super Off-Peak $0.05305 + $0.0075 TOU-M Winter Generation - 2022 Vintage On-Peak $0.11619 + $0.0075 TOU-M Winter Generation - 2022 Vintage Off-Peak $0.05316 + $0.0075 TOU-M Winter Generation - 2022 Vintage Super Off-Peak $0.03478 + $0.0075 OL-TOU Summer Generation - 2022 Vintage On-Peak $0.52209 + $0.0075 OL-TOU Summer Generation - 2022 Vintage Off-Peak $0.15970 + $0.0075 OL-TOU Summer Generation - 2022 Vintage Super Off-Peak $0.05440 + $0.0075 OL-TOU Winter Generation - 2022 Vintage On-Peak $0.12730 + $0.0075 OL-TOU Winter Generation - 2022 Vintage Off-Peak $0.05491 + $0.0075 OL-TOU Winter Generation - 2022 Vintage Super Off-Peak $0.03392 + $0.0075 AL-TOU-S Summer Demand - 2022 Vintage On-Peak $16.84
AL-TOU-S Summer Generation - 2022 Vintage On-Peak $0.20049 + $0.0075 AL-TOU-S Summer Generation - 2022 Vintage Off-Peak $0.10935 + $0.0075 AL-TOU-S Summer Generation - 2022 Vintage Super Off-Peak $0.08212 + $0.0075 AL-TOU-S Winter Generation - 2022 Vintage On-Peak $0.17712 + $0.0075 AL-TOU-S Winter Generation - 2022 Vintage Off-Peak $0.08289 + $0.0075 AL-TOU-S Winter Generation - 2022 Vintage Super Off-Peak $0.05542 + $0.0075 AL-TOU-P Summer Demand - 2022 Vintage On-Peak $16.76
AL-TOU-P Summer Generation - 2022 Vintage On-Peak $0.19934 + $0.0075 AL-TOU-P Summer Generation - 2022 Vintage Off-Peak $0.10868 + $0.0075 AL-TOU-P Summer Generation - 2022 Vintage Super Off-Peak $0.08171 + $0.0075 AL-TOU-P Winter Generation - 2022 Vintage On-Peak $0.17613 + $0.0075 AL-TOU-P Winter Generation - 2022 Vintage Off-Peak $0.08239 + $0.0075 AL-TOU-P Winter Generation - 2022 Vintage Super Off-Peak $0.05512 + $0.0075 AL-TOU-T Summer Demand - 2022 Vintage On-Peak $16.04
AL-TOU-T Summer Generation - 2022 Vintage On-Peak $0.18915 + $0.0075 AL-TOU-T Summer Generation - 2022 Vintage Off-Peak $0.10244 + $0.0075 AL-TOU-T Summer Generation - 2022 Vintage Super Off-Peak $0.07689 + $0.0075 AL-TOU-T Winter Generation - 2022 Vintage On-Peak $0.16711 + $0.0075 AL-TOU-T Winter Generation - 2022 Vintage Off-Peak $0.07746 + $0.0075 AL-TOU-T Winter Generation - 2022 Vintage Super Off-Peak $0.05137 + $0.0075 AL-TOU-2-S Summer Demand - 2022 Vintage On-Peak $29.25
AL-TOU-2-S Summer Generation - 2022 Vintage On-Peak $0.17933 + $0.0075 AL-TOU-2-S Summer Generation - 2022 Vintage Off-Peak $0.09669 + $0.0075 AL-TOU-2-S Summer Generation - 2022 Vintage Super Off-Peak $0.07085 + $0.0075 AL-TOU-2-S Winter Generation - 2022 Vintage On-Peak $0.15689 + $0.0075 AL-TOU-2-S Winter Generation - 2022 Vintage Off-Peak $0.07155 + $0.0075 AL-TOU-2-S Winter Generation - 2022 Vintage Super Off-Peak $0.04666 + $0.0075 AL-TOU-2-P Summer Demand - 2022 Vintage On-Peak $29.12
AL-TOU-2-P Summer Generation - 2022 Vintage On-Peak $0.17828 + $0.0075 AL-TOU-2-P Summer Generation - 2022 Vintage Off-Peak $0.09606 + $0.0075 AL-TOU-2-P Summer Generation - 2022 Vintage Super Off-Peak $0.07049 + $0.0075 AL-TOU-2-P Winter Generation - 2022 Vintage On-Peak $0.15600 + $0.0075 AL-TOU-2-P Winter Generation - 2022 Vintage Off-Peak $0.07109 + $0.0075 AL-TOU-2-P Winter Generation - 2022 Vintage Super Off-Peak $0.04638 + $0.0075 AL-TOU-2-T Summer Demand - 2022 Vintage On-Peak $27.86
AL-TOU-2-T Summer Generation - 2022 Vintage On-Peak $0.16899 + $0.0075 AL-TOU-2-T Summer Generation - 2022 Vintage Off-Peak $0.09036 + $0.0075 AL-TOU-2-T Summer Generation - 2022 Vintage Super Off-Peak $0.06611 + $0.0075 AL-TOU-2-T Winter Generation - 2022 Vintage On-Peak $0.14783 + $0.0075 AL-TOU-2-T Winter Generation - 2022 Vintage Off-Peak $0.06662 + $0.0075 AL-TOU-2-T Winter Generation - 2022 Vintage Super Off-Peak $0.04298 + $0.0075 DG-R-S Summer Generation - 2022 Vintage On-Peak $0.52203 + $0.0075 DG-R-S Summer Generation - 2022 Vintage Off-Peak $0.16196 + $0.0075 DG-R-S Summer Generation - 2022 Vintage Super Off-Peak $0.05507 + $0.0075 DG-R-S Winter Generation - 2022 Vintage On-Peak $0.12767 + $0.0075 DG-R-S Winter Generation - 2022 Vintage Off-Peak $0.05517 + $0.0075 DG-R-S Winter Generation - 2022 Vintage Super Off-Peak $0.03400 + $0.0075 DG-R-P Summer Generation - 2022 Vintage On-Peak $0.51945 + $0.0075 DG-R-P Summer Generation - 2022 Vintage Off-Peak $0.16107 + $0.0075 DG-R-P Summer Generation - 2022 Vintage Super Off-Peak $0.05476 + $0.0075 DG-R-P Winter Generation - 2022 Vintage On-Peak $0.12691 + $0.0075 DG-R-P Winter Generation - 2022 Vintage Off-Peak $0.05478 + $0.0075 DG-R-P Winter Generation - 2022 Vintage Super Off-Peak $0.03377 + $0.0075 DG-R-T Summer Generation - 2022 Vintage On-Peak $0.49663 + $0.0075 DG-R-T Summer Generation - 2022 Vintage Off-Peak $0.15289 + $0.0075 DG-R-T Summer Generation - 2022 Vintage Super Off-Peak $0.05104 + $0.0075 DG-R-T Winter Generation - 2022 Vintage On-Peak $0.11996 + $0.0075 DG-R-T Winter Generation - 2022 Vintage Off-Peak $0.05097 + $0.0075 DG-R-T Winter Generation - 2022 Vintage Super Off-Peak $0.03087 + $0.0075 A6-TOU-P Summer Demand - 2022 Vintage Total $16.76
A6-TOU-P Summer Generation - 2022 Vintage On-Peak $0.19934 + $0.0075 A6-TOU-P Summer Generation - 2022 Vintage Off-Peak $0.10868 + $0.0075 A6-TOU-P Summer Generation - 2022 Vintage Super Off-Peak $0.08171 + $0.0075 A6-TOU-P Winter Generation - 2022 Vintage On-Peak $0.17613 + $0.0075 A6-TOU-P Winter Generation - 2022 Vintage Off-Peak $0.08239 + $0.0075 A6-TOU-P Winter Generation - 2022 Vintage Super Off-Peak $0.05512 + $0.0075 A6-TOU-T Summer Demand - 2022 Vintage Total $16.04
A6-TOU-T Summer Generation - 2022 Vintage On-Peak $0.18915 + $0.0075 A6-TOU-T Summer Generation - 2022 Vintage Off-Peak $0.10244 + $0.0075 A6-TOU-T Summer Generation - 2022 Vintage Super Off-Peak $0.07689 + $0.0075 A6-TOU-T Winter Generation - 2022 Vintage On-Peak $0.16711 + $0.0075 A6-TOU-T Winter Generation - 2022 Vintage Off-Peak $0.07746 + $0.0075 A6-TOU-T Winter Generation - 2022 Vintage Super Off-Peak $0.05137 + $0.0075 TOU-PA-S Summer Generation - 2022 Vintage On-Peak $0.30114 + $0.0075 TOU-PA-S Summer Generation - 2022 Vintage Off-Peak $0.15854 + $0.0075 TOU-PA-S Winter Generation - 2022 Vintage On-Peak $0.12385 + $0.0075 TOU-PA-S Winter Generation - 2022 Vintage Off-Peak $0.05150 + $0.0075 TOU-PA-P Summer Generation - 2022 Vintage On-Peak $0.29954 + $0.0075 TOU-PA-P Summer Generation - 2022 Vintage Off-Peak $0.15766 + $0.0075 TOU-PA-P Winter Generation - 2022 Vintage On-Peak $0.12319 + $0.0075 TOU-PA-P Winter Generation - 2022 Vintage Off-Peak $0.05124 + $0.0075 TOU-PA-2-S Summer Demand - 2022 Vintage On-Peak $13.98
TOU-PA-2-S Summer Generation - 2022 Vintage On-Peak $0.17381 + $0.0075 TOU-PA-2-S Summer Generation - 2022 Vintage Off-Peak $0.10146 + $0.0075 TOU-PA-2-S Summer Generation - 2022 Vintage Super Off-Peak $0.07188 + $0.0075 TOU-PA-2-S Winter Generation - 2022 Vintage On-Peak $0.14268 + $0.0075 TOU-PA-2-S Winter Generation - 2022 Vintage Off-Peak $0.07241 + $0.0075 TOU-PA-2-S Winter Generation - 2022 Vintage Super Off-Peak $0.05200 + $0.0075 TOU-PA-2-P Summer Demand - 2022 Vintage On-Peak $13.92
TOU-PA-2-P Summer Generation - 2022 Vintage On-Peak $0.17300 + $0.0075 TOU-PA-2-P Summer Generation - 2022 Vintage Off-Peak $0.10099 + $0.0075 TOU-PA-2-P Summer Generation - 2022 Vintage Super Off-Peak $0.07158 + $0.0075 TOU-PA-2-P Winter Generation - 2022 Vintage On-Peak $0.14195 + $0.0075 TOU-PA-2-P Winter Generation - 2022 Vintage Off-Peak $0.07204 + $0.0075 TOU-PA-2-P Winter Generation - 2022 Vintage Super Off-Peak $0.05177 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2022 Vintage On-Peak $0.34854 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2022 Vintage Off-Peak $0.18066 + $0.0075 TOU-PA-3-S <20kW Summer Generation - 2022 Vintage Super Off-Peak $0.07705 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2022 Vintage On-Peak $0.11382 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2022 Vintage Off-Peak $0.05622 + $0.0075 TOU-PA-3-S <20kW Winter Generation - 2022 Vintage Super Off-Peak $0.03949 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2022 Vintage On-Peak $0.34677 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2022 Vintage Off-Peak $0.17971 + $0.0075 TOU-PA-3-P <20kW Summer Generation - 2022 Vintage Super Off-Peak $0.07659 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2022 Vintage On-Peak $0.11321 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2022 Vintage Off-Peak $0.05591 + $0.0075 TOU-PA-3-P <20kW Winter Generation - 2022 Vintage Super Off-Peak $0.03930 + $0.0075 TOU-PA-3-S >=20kW Summer Demand - 2022 Vintage On-Peak $3.92 TOU-PA-3-S >=20kW Summer Generation - 2022 Vintage On-Peak $0.33671 + $0.0075 TOU-PA-3-S >=20kW Summer Generation - 2022 Vintage Off-Peak $0.17435 + $0.0075 TOU-PA-3-S >=20kW Summer Generation - 2022 Vintage Super Off-Peak $0.06791 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2022 Vintage On-Peak $0.10783 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2022 Vintage Off-Peak $0.05287 + $0.0075 TOU-PA-3-S >=20kW Winter Generation - 2022 Vintage Super Off-Peak $0.03691 + $0.0075 TOU-PA-3-P >=20kW Summer Demand - 2022 Vintage On-Peak $3.91 TOU-PA-3-P >=20kW Summer Generation - 2022 Vintage On-Peak $0.33512 + $0.0075 TOU-PA-3-P >=20kW Summer Generation - 2022 Vintage Off-Peak $0.17351 + $0.0075 TOU-PA-3-P >=20kW Summer Generation - 2022 Vintage Super Off-Peak $0.06750 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2022 Vintage On-Peak $0.10724 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2022 Vintage Off-Peak $0.05253 + $0.0075 TOU-PA-3-P >=20kW Winter Generation - 2022 Vintage Super Off-Peak $0.03665 + $0.0075 PA-T-1-S Summer Demand - 2022 Vintage On-Peak $7.97
PA-T-1-S Summer Generation - 2022 Vintage On-Peak $0.17546 + $0.0075 PA-T-1-S Summer Generation - 2022 Vintage Off-Peak $0.10299 + $0.0075 PA-T-1-S Summer Generation - 2022 Vintage Super Off-Peak $0.07787 + $0.0075 PA-T-1-S Winter Generation - 2022 Vintage On-Peak $0.15351 + $0.0075 PA-T-1-S Winter Generation - 2022 Vintage Off-Peak $0.07848 + $0.0075 PA-T-1-S Winter Generation - 2022 Vintage Super Off-Peak $0.05669 + $0.0075 PA-T-1-P Summer Demand - 2022 Vintage On-Peak $7.93
PA-T-1-P Summer Generation - 2022 Vintage On-Peak $0.17452 + $0.0075 PA-T-1-P Summer Generation - 2022 Vintage Off-Peak $0.10243 + $0.0075 PA-T-1-P Summer Generation - 2022 Vintage Super Off-Peak $0.07755 + $0.0075 PA-T-1-P Winter Generation - 2022 Vintage On-Peak $0.15273 + $0.0075 PA-T-1-P Winter Generation - 2022 Vintage Off-Peak $0.07809 + $0.0075 PA-T-1-P Winter Generation - 2022 Vintage Super Off-Peak $0.05645 + $0.0075 PA-T-1-T Summer Demand - 2022 Vintage On-Peak $7.59
PA-T-1-T Summer Generation - 2022 Vintage On-Peak $0.16628 + $0.0075 PA-T-1-T Summer Generation - 2022 Vintage Off-Peak $0.09733 + $0.0075 PA-T-1-T Summer Generation - 2022 Vintage Super Off-Peak $0.07371 + $0.0075 PA-T-1-T Winter Generation - 2022 Vintage On-Peak $0.14556 + $0.0075 PA-T-1-T Winter Generation - 2022 Vintage Off-Peak $0.07417 + $0.0075 PA-T-1-T Winter Generation - 2022 Vintage Super Off-Peak $0.05348 + $0.0075 LS All Generation - 2022 Vintage Total $0.08313 + $0.0075 OL-2 All Generation - 2022 Vintage Total $0.08313 + $0.0075 LS-2-AD Summer Generation - 2022 Vintage On-Peak $0.29506 + $0.0075 LS-2-AD Summer Generation - 2022 Vintage Off-Peak $0.17149 + $0.0075 LS-2-AD Summer Generation - 2022 Vintage Super Off-Peak $0.06140 + $0.0075 LS-2-AD Winter Generation - 2022 Vintage On-Peak $0.12363 + $0.0075 LS-2-AD Winter Generation - 2022 Vintage Off-Peak $0.06060 + $0.0075 LS-2-AD Winter Generation - 2022 Vintage Super Off-Peak $0.04222 + $0.0075 G-TOU-M Summer Generation - 2022 Vintage On-Peak $0.17417 + $0.0075 G-TOU-M Summer Generation - 2022 Vintage Semi-Peak $0.17266 + $0.0075 G-TOU-M Summer Generation - 2022 Vintage Off-Peak $0.17246 + $0.0075 G-TOU-M Winter Generation - 2022 Vintage On-Peak $0.15114 + $0.0075 G-TOU-M Winter Generation - 2022 Vintage Semi-Peak $0.05639 + $0.0075 G-TOU-M Winter Generation - 2022 Vintage Off-Peak $0.05624 + $0.0075 G-OL-TOU Summer Generation - 2022 Vintage On-Peak $0.16475 + $0.0075 G-OL-TOU Summer Generation - 2022 Vintage Semi-Peak $0.13822 + $0.0075 G-OL-TOU Summer Generation - 2022 Vintage Off-Peak $0.11760 + $0.0075 G-OL-TOU Winter Generation - 2022 Vintage On-Peak $0.26965 + $0.0075 G-OL-TOU Winter Generation - 2022 Vintage Semi-Peak $0.10648 + $0.0075 G-OL-TOU Winter Generation - 2022 Vintage Off-Peak $0.10646 + $0.0075 G-TOU-A-S Summer Generation - 2022 Vintage On-Peak $0.32943 + $0.0075 G-TOU-A-S Summer Generation - 2022 Vintage Semi-Peak $0.17538 + $0.0075 G-TOU-A-S Summer Generation - 2022 Vintage Off-Peak $0.06477 + $0.0075 G-TOU-A-S Winter Generation - 2022 Vintage On-Peak $0.14794 + $0.0075 G-TOU-A-S Winter Generation - 2022 Vintage Semi-Peak $0.05490 + $0.0075 G-TOU-A-S Winter Generation - 2022 Vintage Off-Peak $0.05475 + $0.0075 G-TOU-A-P Summer Generation - 2022 Vintage On-Peak $0.32756 + $0.0075 G-TOU-A-P Summer Generation - 2022 Vintage Semi-Peak $0.17430 + $0.0075 G-TOU-A-P Summer Generation - 2022 Vintage Off-Peak $0.06429 + $0.0075 G-TOU-A-P Winter Generation - 2022 Vintage On-Peak $0.14710 + $0.0075 G-TOU-A-P Winter Generation - 2022 Vintage Semi-Peak $0.05454 + $0.0075 G-TOU-A-P Winter Generation - 2022 Vintage Off-Peak $0.05439 + $0.0075 G-AL-TOU-S Summer Demand - 2022 Vintage On-Peak $2.89
G-AL-TOU-S Summer Generation - 2022 Vintage On-Peak $0.10693 + $0.0075 G-AL-TOU-S Summer Generation - 2022 Vintage Semi-Peak $0.10552 + $0.0075 G-AL-TOU-S Summer Generation - 2022 Vintage Off-Peak $0.09071 + $0.0075 G-AL-TOU-S Winter Generation - 2022 Vintage On-Peak $0.30255 + $0.0075 G-AL-TOU-S Winter Generation - 2022 Vintage Semi-Peak $0.12199 + $0.0075 G-AL-TOU-S Winter Generation - 2022 Vintage Off-Peak $0.12181 + $0.0075 G-AL-TOU-P Summer Demand - 2022 Vintage On-Peak $2.88
G-AL-TOU-P Summer Generation - 2022 Vintage On-Peak $0.10618 + $0.0075 G-AL-TOU-P Summer Generation - 2022 Vintage Semi-Peak $0.10476 + $0.0075 G-AL-TOU-P Summer Generation - 2022 Vintage Off-Peak $0.09003 + $0.0075 G-AL-TOU-P Winter Generation - 2022 Vintage On-Peak $0.30091 + $0.0075 G-AL-TOU-P Winter Generation - 2022 Vintage Semi-Peak $0.12129 + $0.0075 G-AL-TOU-P Winter Generation - 2022 Vintage Off-Peak $0.12111 + $0.0075 G-AL-TOU-T Summer Demand - 2022 Vintage On-Peak $2.75
G-AL-TOU-T Summer Generation - 2022 Vintage On-Peak $0.09979 + $0.0075 G-AL-TOU-T Summer Generation - 2022 Vintage Semi-Peak $0.09846 + $0.0075 G-AL-TOU-T Summer Generation - 2022 Vintage Off-Peak $0.08436 + $0.0075 G-AL-TOU-T Winter Generation - 2022 Vintage On-Peak $0.28638 + $0.0075 G-AL-TOU-T Winter Generation - 2022 Vintage Semi-Peak $0.11467 + $0.0075 G-AL-TOU-T Winter Generation - 2022 Vintage Off-Peak $0.11448 + $0.0075 G-DG-R-S Summer Generation - 2022 Vintage On-Peak $0.16436 + $0.0075 G-DG-R-S Summer Generation - 2022 Vintage Semi-Peak $0.14081 + $0.0075 G-DG-R-S Summer Generation - 2022 Vintage Off-Peak $0.11833 + $0.0075 G-DG-R-S Winter Generation - 2022 Vintage On-Peak $0.27005 + $0.0075 G-DG-R-S Winter Generation - 2022 Vintage Semi-Peak $0.10676 + $0.0075 G-DG-R-S Winter Generation - 2022 Vintage Off-Peak $0.10657 + $0.0075 G-DG-R-P Summer Generation - 2022 Vintage On-Peak $0.16346 + $0.0075 G-DG-R-P Summer Generation - 2022 Vintage Semi-Peak $0.13992 + $0.0075 G-DG-R-P Summer Generation - 2022 Vintage Off-Peak $0.11751 + $0.0075 G-DG-R-P Winter Generation - 2022 Vintage On-Peak $0.26856 + $0.0075 G-DG-R-P Winter Generation - 2022 Vintage Semi-Peak $0.10612 + $0.0075 G-DG-R-P Winter Generation - 2022 Vintage Off-Peak $0.10593 + $0.0075 G-DG-R-T Summer Generation - 2022 Vintage On-Peak $0.15588 + $0.0075 G-DG-R-T Summer Generation - 2022 Vintage Semi-Peak $0.13242 + $0.0075 G-DG-R-T Summer Generation - 2022 Vintage Off-Peak $0.11064 + $0.0075 G-DG-R-T Winter Generation - 2022 Vintage On-Peak $0.25543 + $0.0075 G-DG-R-T Winter Generation - 2022 Vintage Semi-Peak $0.10013 + $0.0075 G-DG-R-T Winter Generation - 2022 Vintage Off-Peak $0.09995 + $0.0075 G-A6-TOU-P Summer Demand - 2022 Vintage Total $2.88
G-A6-TOU-P Summer Generation - 2022 Vintage On-Peak $0.10618 + $0.0075 G-A6-TOU-P Summer Generation - 2022 Vintage Semi-Peak $0.10476 + $0.0075 G-A6-TOU-P Summer Generation - 2022 Vintage Off-Peak $0.09003 + $0.0075 G-A6-TOU-P Winter Generation - 2022 Vintage On-Peak $0.30091 + $0.0075 G-A6-TOU-P Winter Generation - 2022 Vintage Semi-Peak $0.12129 + $0.0075 G-A6-TOU-P Winter Generation - 2022 Vintage Off-Peak $0.12111 + $0.0075 G-A6-TOU-T Summer Demand - 2022 Vintage Total $2.75
G-A6-TOU-T Summer Generation - 2022 Vintage On-Peak $0.09979 + $0.0075 G-A6-TOU-T Summer Generation - 2022 Vintage Semi-Peak $0.09846 + $0.0075 G-A6-TOU-T Summer Generation - 2022 Vintage Off-Peak $0.08436 + $0.0075 G-A6-TOU-T Winter Generation - 2022 Vintage On-Peak $0.28638 + $0.0075 G-A6-TOU-T Winter Generation - 2022 Vintage Semi-Peak $0.11467 + $0.0075 G-A6-TOU-T Winter Generation - 2022 Vintage Off-Peak $0.11448 + $0.0075 G-PA-T-1-S Summer Demand - 2022 Vintage On-Peak $1.46
G-PA-T-1-S Summer Generation - 2022 Vintage On-Peak $0.09671 + $0.0075 G-PA-T-1-S Summer Generation - 2022 Vintage Semi-Peak $0.09574 + $0.0075 G-PA-T-1-S Summer Generation - 2022 Vintage Off-Peak $0.07925 + $0.0075 G-PA-T-1-S Winter Generation - 2022 Vintage On-Peak $0.22483 + $0.0075 G-PA-T-1-S Winter Generation - 2022 Vintage Semi-Peak $0.09621 + $0.0075 G-PA-T-1-S Winter Generation - 2022 Vintage Off-Peak $0.09617 + $0.0075 G-PA-T-1-P Summer Demand - 2022 Vintage On-Peak $1.45
G-PA-T-1-P Summer Generation - 2022 Vintage On-Peak $0.09080 + $0.0075 G-PA-T-1-P Summer Generation - 2022 Vintage Semi-Peak $0.08984 + $0.0075 G-PA-T-1-P Summer Generation - 2022 Vintage Off-Peak $0.07344 + $0.0075 G-PA-T-1-P Winter Generation - 2022 Vintage On-Peak $0.22366 + $0.0075 G-PA-T-1-P Winter Generation - 2022 Vintage Semi-Peak $0.09572 + $0.0075 G-PA-T-1-P Winter Generation - 2022 Vintage Off-Peak $0.09567 + $0.0075 G-PA-T-1-T Summer Demand - 2022 Vintage On-Peak $1.38
G-PA-T-1-T Summer Generation - 2022 Vintage On-Peak $0.09108 + $0.0075 G-PA-T-1-T Summer Generation - 2022 Vintage Semi-Peak $0.09019 + $0.0075 G-PA-T-1-T Summer Generation - 2022 Vintage Off-Peak $0.07447 + $0.0075 G-PA-T-1-T Winter Generation - 2022 Vintage On-Peak $0.22228 + $0.0075 G-PA-T-1-T Winter Generation - 2022 Vintage Semi-Peak $0.09511 + $0.0075 G-PA-T-1-T Winter Generation - 2022 Vintage Off-Peak $0.09507 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2022 Vintage On-Peak $0.38439 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2022 Vintage Semi-Peak $0.16273 + $0.0075 G-TOU-PA-S < 20kW Summer Generation - 2022 Vintage Off-Peak $0.08629 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2022 Vintage On-Peak $0.13303 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2022 Vintage Semi-Peak $0.05318 + $0.0075 G-TOU-PA-S < 20kW Winter Generation - 2022 Vintage Off-Peak $0.05314 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2022 Vintage On-Peak $0.38229 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2022 Vintage Semi-Peak $0.16179 + $0.0075 G-TOU-PA-P < 20kW Summer Generation - 2022 Vintage Off-Peak $0.08575 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2022 Vintage On-Peak $0.13225 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2022 Vintage Semi-Peak $0.05281 + $0.0075 G-TOU-PA-P < 20kW Winter Generation - 2022 Vintage Off-Peak $0.05277 + $0.0075 G-TOU-PA-S >= 20kW Summer Demand - 2022 Vintage On-Peak $1.83 G-TOU-PA-S >= 20kW Summer Generation - 2022 Vintage On-Peak $0.10669 + $0.0075 G-TOU-PA-S >= 20kW Summer Generation - 2022 Vintage Semi-Peak $0.10212 + $0.0075 G-TOU-PA-S >= 20kW Summer Generation - 2022 Vintage Off-Peak $0.08379 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2022 Vintage On-Peak $0.24456 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2022 Vintage Semi-Peak $0.10545 + $0.0075 G-TOU-PA-S >= 20kW Winter Generation - 2022 Vintage Off-Peak $0.10542 + $0.0075 G-TOU-PA-P >= 20kW Summer Demand - 2022 Vintage On-Peak $1.83 G-TOU-PA-P >= 20kW Summer Generation - 2022 Vintage On-Peak $0.10614 + $0.0075 G-TOU-PA-P >= 20kW Summer Generation - 2022 Vintage Semi-Peak $0.10157 + $0.0075 G-TOU-PA-P >= 20kW Summer Generation - 2022 Vintage Off-Peak $0.08343 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2022 Vintage On-Peak $0.24330 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2022 Vintage Semi-Peak $0.10491 + $0.0075 G-TOU-PA-P >= 20kW Winter Generation - 2022 Vintage Off-Peak $0.10487 + $0.0075 EV-HP-S Summer Demand - 2022 Vintage On-Peak $5.75 + $0.0075 EV-HP-S Summer Generation - 2022 Vintage On-Peak $0.08289 + $0.0075 EV-HP-S Summer Generation - 2022 Vintage Off-Peak $0.04962 + $0.0075 EV-HP-S Summer Generation - 2022 Vintage Super Off-Peak $0.04413 + $0.0075 EV-HP-S Winter Generation - 2022 Vintage On-Peak $0.09263 + $0.0075 EV-HP-S Winter Generation - 2022 Vintage Off-Peak $0.05194 + $0.0075 EV-HP-S Winter Generation - 2022 Vintage Super Off-Peak $0.04013 + $0.0075 EV-HP-P Summer Demand - 2022 Vintage On-Peak $5.72 + $0.0075 EV-HP-P Summer Generation - 2022 Vintage On-Peak $0.08248 + $0.0075 EV-HP-P Summer Generation - 2022 Vintage Off-Peak $0.04939 + $0.0075 EV-HP-P Summer Generation - 2022 Vintage Super Off-Peak $0.04398 + $0.0075 EV-HP-P Winter Generation - 2022 Vintage On-Peak $0.09221 + $0.0075 EV-HP-P Winter Generation - 2022 Vintage Off-Peak $0.05173 + $0.0075 EV-HP-P Winter Generation - 2022 Vintage Super Off-Peak $0.04000 + $0.0075 TOU-ELEC Summer Generation - 2022 Vintage On-Peak $0.40567 + $0.0075 TOU-ELEC Summer Generation - 2022 Vintage Off-Peak $0.09838 + $0.0075 TOU-ELEC Summer Generation - 2022 Vintage Super Off-Peak $0.05795 + $0.0075 TOU-ELEC Winter Generation - 2022 Vintage On-Peak $0.17197 + $0.0075 TOU-ELEC Winter Generation - 2022 Vintage Off-Peak $0.07136 + $0.0075 TOU-ELEC Winter Generation - 2022 Vintage Super Off-Peak $0.03991 + $0.0075 Generation is assessed at $/kWh
Demand is assessed at $/kW
*Power100 cost = (Usage*PowerOn Rate) + (Usage*Power100 Adder)

SAN DIEGO COMMUNITY POWER
Staff Report – Item 15
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Colin Santulli, Director of Programs
Sheena Tran, Senior Program Manager
Alyson Scurlock, Senior Program Associate
Subject: Approval of Acceptance, Appropriation, and Expenditure of Grant Funds from the California Department of Food and Agriculture (“CDFA”) for the Healthy Refrigeration Grant Program
Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Authorize the Chief Executive Officer (“CEO”) to: (1) accept, appropriate, and expend CDFA grant funds for the Healthy Refrigeration Grant Program in an amount not to exceed $710,000; (2) execute a grant agreement with CDFA with respect to such grant funds and to negotiate and execute any amendments, extensions, or renewals of such grant agreement; and (3) take all necessary action to administer, monitor, manage, and ensure compliance with the grant agreement and to negotiate and execute contracts with third parties to implement the grant agreement or use of grant funds.

BACKGROUND
One of the recommended program types for implementation in the short-term in SDCP’s Community Power Plan is Pilot Programs, which are specified as small-scale, short-duration projects that can provide SDCP and stakeholders with data helpful for broader program delivery. At the May 25, 2023 Board of Directors (“Board”) meeting, Staff presented an update on initial pilot program concepts under exploration, including an ENERGY STAR Refrigerator/Freezer Upgrade pilot program that could serve small commercial customers.

In July 2023, SDCP staff applied for grant funds under the CDFA Healthy Refrigeration Grant Program. The program funds energy efficient refrigeration units in corner stores, small businesses, and food donation programs in low-income or low-access areas in the state to stock California-grown fresh produce, nuts, dairy, meat, eggs, and minimally processed and culturally appropriate foods. The purpose of the program is to improve access to healthy foods in underserved communities, while promoting California-grown agriculture.

On December 22, 2023, SDCP received an award letter from CDFA notifying SDCP that it was awarded partial funding in the amount of $710,000 to support SDCP in providing technical assistance and refrigeration units to stock healthy foods at stores throughout SDCP’s service territory. Full program details will be determined upon receipt of the grant agreement and associated scope from CDFA. Pursuant to the terms of the grant program, CDFA cannot reimburse SDCP for purchases made before a grant agreement between the parties is executed.

Staff expect to negotiate and execute a grant agreement with CDFA in Q1 2024 and to launch the pilot program in Q2/Q3 2024. Following execution of the agreement, Staff will develop program materials, start outreach, and issue solicitations as necessary to contract subconsultants to administer the technical assistance offerings.

The Board must authorize the acceptance, appropriation, and expenditure of the grant funds, or delegate this authority to an appropriate designee.

DISCUSSION
Pursuant to Section 3.2.9 of the Joint Powers Agreement (“JPA”), SDCP has the power, at the discretion of the Board, to apply for, accept, and receive all licenses, permits, grants, loans, or other aid from any federal, state, or local public agency. Pursuant to Section 4.6.16, the Board is responsible for exercising the Specific Powers identified in Section 3.2, except those which the Board may elect to delegate to the CEO. The CEO is not authorized under the JPA or the Board’s Budget Policy to accept, appropriate, and expend grant funds without Board approval.

The Board is authorized to do the following, and may delegate such authority to the CEO:
• Accept, appropriate, and expend the grant funds;
• Execute the grant agreement, and negotiate and execute any amendments, extensions, or renewals of the grant agreement;
• Take all necessary actions to administer, monitor, manage, and ensure compliance with the grant agreement; and
• Negotiate and execute contracts with third parties to implement the grant agreement or use of the grant funds.

COMMITTEE REVIEW
Due to the timing of the announcement, Staff were unable to bring an update to the January 11, 2024 Community Advisory Committee (“CAC”) meeting. Staff plan on providing this update at the February 8, 2024 CAC meeting.

FISCAL IMPACT
The CDFA grant funding is expected to cover staff labor and program expenditures to implement the pilot program. All Program-related expenditures will comply with the SDCP Board-approved Procurement Policy.

ATTACHMENTS
Resolution
RESOLUTION NUMBER 2024-__

A RESOLUTION OF THE BOARD OF DIRECTORS

OF SAN DIEGO COMMUNITY POWER AUTHORIZING

THE ACCEPTANCE, APPROPRIATION, AND EXPENDITURE

OF GRANT FUNDING FROM THE STATE OF CALIFORNIA

DEPARTMENT OF FOOD AND AGRICULTURE

AND RELATED ACTIONS
A. San Diego Community Power (“SDCP”) is a joint powers agency formed pursuant to the Joint Exercise of Powers Act, Cal. Gov. Code § 6500 et seq., California Public Utilities Code § 366.2, and a Joint Powers Agreement first effective on October 1, 2019 (“JPA Agreement”), as amended from time to time.

B. The State of California Department of Food and Agriculture (“CDFA”) established the Healthy Refrigeration Grant Program (“HRGP”) to fund energy efficient refrigeration units in corner stores, small businesses, and food donation programs in low-income or low-access areas in the state to stock California-grown fresh produce, nuts, dairy, meat, eggs, and minimally processed and culturally appropriate foods.

C. In July 2023, SDCP applied for HRGP Grant Funds to implement a pilot program.

D. In December 2023, SDCP received an award letter from CDFA in an amount of $710,000 of HRGP funds (“HRGP Grant Funds”) to support SDCP in providing technical assistance and refrigeration units to stock healthy foods at stores throughout SDCP’s service territory.

E. Pursuant to section 3.2.9 of its Joint Powers Agreement, SDCP may, at the discretion of the Board, apply for, accept, and receive licenses, permits, grants, loans, or other aid from any federal, state, or local public agency.

F. Pursuant to Section 4.6.16 of its Joint Powers Agreement, the Board has the responsibility to exercise the Specific Powers identified in Sections 3.2 except those which the Board may elect to delegate to the Chief Executive Officer.

G. The Board, or its designee, is authorized to accept, appropriate, and expend the HRGP Grant Funds.

H. The Board, or its designee, is authorized to execute a grant agreement with CDFA with respect to the HRGP Grant Funds.

I. The Board, or its designee, is authorized to take all necessary actions to administer, monitor, manage and ensure compliance and to negotiate and execute contracts with third parties to implement the grant agreement or use the funds.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of SDCP as follows:

1. The Board of Directors has determined that the recitals herein are true and correct.

2. The Board of Directors hereby authorizes the Chief Executive Officer to accept, appropriate, and expend the HRGP Grant Funds in an amount not to exceed $710,000.

3. The Board of Directors hereby authorizes the Chief Executive Officer to execute the Grant Agreement with CDFA with respect to the HRGP Grant Funds and to negotiate and execute any amendments, extensions, or renewals of the Grant Agreement.

4. The Board of Directors hereby authorizes the Chief Executive Officer to take all necessary actions to administer, monitor, manage, and ensure compliance with the Grant Agreement, and to negotiate and execute contracts with third parties to implement the Grant Agreement or use of grant funds.

5. This resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED at a meeting of the Board of Directors of San Diego Community Power held on January 18, 2024.
_____________________________
Chair, Board of Directors
San Diego Community Power
ATTEST:
_______________________________
Secretary, Board of Directors
San Diego Community Power

SAN DIEGO COMMUNITY POWER
Staff Report – Item 16
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Tim Treadwell, Senior Program Manager
Colin Santulli, Director of Programs
Subject: Flex Load Strategy Update
Date: January 18, 2024
--------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Receive and file the update on SDCP’s Flex Load Strategy.

BACKGROUND
Load flexibility is a critical element of California’s clean energy goals, as it supports decarbonization and grid reliability, while lowering costs and allowing for increased integration and use of renewable energy. Specifically, load flexibility can:
• Help align customer demand with the supply of clean energy, helping integrate new renewables onto the grid.
• Allow for the integration of new loads, while minimizing the requirement for additional generation and grid infrastructure.
• Support electric reliability during extreme climate-induced events, such as extreme heat events and wildfire-induced transmission outages.

The CPUC and CEC are actively working to realign the market around load flexibility and automated load shifting. These efforts include regulatory activities focused on dynamic rates and advanced demand flexibility, as well as EPIC-funded research, Title 24 building code changes, appliance standards, and an updated load management standard for CCA’s and other load serving entities (LSEs). In addition to its broader clean energy and grid resiliency value, load flexibility can also reduce the operating costs of CCAs by reducing the need to procure expensive on peak generation and by lowering the year ahead resource adequacy (RA) obligation.

Given this state’s focus on load flexibility and the operational benefits it can provide to SDCP, Staff has developed a flexible load strategy to be implemented across a range of programs. The strategy outlines target end use technologies, key points of integration with existing/planned programs, a proposed software architecture to drive device dispatch and control, as well as a framework to guide dispatch and device operations.

ANALYSIS AND DISCUSSION
Purpose and Goals
The goal of the flex load strategy is to design and deliver a portfolio of programs that maximizes the size and value of SDCP’s flexible resource base. This will enable customer load optimization, delivering direct bill savings to participants, while reducing procurement risks and costs, and enabling lower rates for the broader community. Moreover, this approach will align our efforts with the broader policy goals of the state.

To achieve this goal, Staff developed a strategy that documented opportunities to incorporate load flexibility into program design, including DERMs/Aggregator agreements, qualified product lists (QPLs), and market integrations (e.g., CAISO), while minimizing impacts on participation requirements, costs, and complexity. Staff intends to design and implement a program portfolio that maximizes the flex load value of program participants, including procurement and implementation of required software systems (i.e., Distributed Energy Resource Management System or “DERMS”) and integration with Power Services.

What is Load Flexibility?
Load Flexibility (a.k.a. “Load Management,” “Demand Management,” “Demand Flexibility”) refers to the ability to adjust the power of an energy-consuming or -producing device or system to meet the operational needs of the grid or end-use customers. Flexible load technologies can shed energy usage during peak load periods (commonly referred to as “demand response” or “DR”) or shift energy usage to times when the grid is less congested, prices are lower, or generation is cleaner.

Load flexibility is central to California’s clean energy goals, supporting decarbonization and grid reliability, while lowering costs and allowing for increased use of renewables. • Load flexibility can help align customer demand with the supply of clean energy, helping integrate new renewables onto the grid.
• New loads can be made flexible from the outset, minimizing the requirement for additional generation and grid infrastructure.
• Load flexibility can help maintain electric reliability during extreme climate-induced events, such as extreme heat events and wildfire-induced transmission outages.

Flexible load is operationalized through the integration and control of distributed energy resources (DERs). The California Energy Commission (CEC) defines DERs as:
“a diverse category of devices and technologies that interface with the electricity system at the distribution level, either directly connected to a distribution utility’s wires or on an end-use customer’s premises. Examples include distributed generation and storage, electric vehicles and charging stations, and grid-interactive buildings, as well as demand response, flex loads, and energy efficiency strategies.”
DERs can be found across SDCP’s customer base, from residential and small businesses to large commercial, industrial, and institutional segments.

Program Portfolio and Integration Strategies
SDCP’s has several pilots and programs under development, including activities focused on energy efficiency, building electrification, managed electric vehicle charging, and energy storage. Each of these projects includes opportunities to incorporate load flexibility (Figure 1).

Figure 1 – Flexible load integration strategies that will be incorporated into SDCP’s program portfolio.

As planning activities move forward, Staff will focus on integrating flex load strategies into program design and delivery (Figure 2). These strategies will ensure that programs deliver the technical and financial assistance needed by customers, contractors, code officials, equipment manufacturers (OEMs), and other market actors to select, install, integrate, and operate flexible load resources.

Figure 2 – Flexible load integration strategies that will be incorporated into SDCP’s program portfolio.

Distributed Energy Resource Management Systems (DERMS)
To support the integration and dispatch of customer DERs, SDCP plans to procure a Distributed Energy Resource Management Systems (DERMS). A DERMS is a software platform that incorporates various data points, such as weather, market/price data, and customer preferences, to optimize the operation of DERs in support of various grid services (Figure 3).

Figure 3 – Illustrative example of simplified Distributed Energy Resource Management (DERMS) architecture.

The selection and implementation of a DERMS is central to the flexible load strategy.

Once operational, this system will allow SDCP to help customers reduce usage during high-cost on-peak periods, while managing portfolio-wide power procurement and resource adequacy costs and risk. The strategy calls for a three-phase rollout of DERMS capabilities, focused on minimizing costs and contracting risks, while at the same time building out infrastructure and operational expertise at a rate that will enable integration of the large-scale resource influx anticipated in 2025, with the launch of the SDREN and building electrification activities.

NEXT STEPS
Staff expect to begin the procurement process for the associated software architecture in late Q1 2024.

FISCAL IMPACT
Staff anticipates the first-year cost of a DERMS deployment to be approximately $500,000. Specific cost will be dependent on the RFP specification, bids received, contract structure, and program uptake. Staff does not anticipate these costs being incurred until the 2024-25 fiscal year.

ATTACHMENTS
N/A

SAN DIEGO COMMUNITY POWER
Staff Report – Item 17
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Byron Vosburg, Managing Director, Power Services; and Kenny Key, Director of Power Contracts, Power Services

Via: Karin Burns, Chief Executive Officer
Subject: Renewable Power Purchase Agreement with Pelicans Jaw Solar, LLC Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Approve the proposed Renewable Power Purchase Agreement with Pelicans Jaw Solar, LLC and authorize the CEO to execute the agreement.

BACKGROUND
As San Diego Community Power (SDCP) strives to meet its environmental, financial, and regulatory compliance goals and requirements, long-term power purchase agreements (PPAs) of at least 10 years in duration are integral components of its energy supply portfolio. Long-term PPAs provide renewable generation facility developers with the certain revenue stream against which they can finance up-front capital requirements, so each long-term PPA that SDCP signs with a developing facility will underpin a new, incremental renewable energy project. In addition, long-term PPAs lock in renewable energy supply around which SDCP can build its power supply portfolio while also providing power supply cost certainty around which SDCP can develop its pro forma financial model.

Moreover, the California Renewable Portfolio Standard (RPS), as modified in 2015 by Senate Bill 350, requires that SDCP provide 65% of its RPS-required renewable energy from contracts of at least ten years in length. In D.21-06-025, the California Public Utilities Commission (CPUC) required each Load Serving Entity (LSE) in California to make significant long-term purchase commitments for resource adequacy from new, incremental generation facilities that will achieve commercial operation during 2023 through 2026. Further, as adopted March 23, 2023, SDCP has established a procurement target of 100% renewable by 2035.

The proposed PPA is for capacity and renewable energy benefits from a 226 MW solar and 118 MW (472 MWh) storage project (“Pelicans Jaw”) under development by Pelicans Jaw Solar, LLC, a subsidiary of SB Energy (“SBE”). The PPA originated from request for proposals SDCP issued in early 2023. SDCP engaged with SBE after short-listing the project and has reached terms mutually agreeable to both parties.

ANALYSIS AND DISCUSSION
Staff negotiated the attached PPA for the purchase of renewable energy and capacity attributes from a 226 MW solar photovoltaic electricity generating facility, along with a 118 MWAC 4-hour (472 MWh) battery energy storage facility in Kern County.

Renewable energy produced by the facility will provide approximately 637,000 MWh annually of long-term renewable energy deliveries for SDCP’s power supply. Further, while SDCP is increasing efforts to target and encourage local project development for SDCP’s generation portfolio, SDCP expects a certain amount of geographic diversity among its power supply to help mitigate risks that might be experienced locally or regionally from weather, project site and/or wholesale market conditions.

Below is additional information regarding SBE and the proposed PPA.

Background on SBE:
• SBE is a California-based solar and storage developer, owning and operating 1.4 GWac of solar projects in US, including 450 MWac of solar projects operating in California with 3 GWac of solar and 4.5 GWac of storage in its California pipeline, including the Pelicans Jaw project.
• Founded in 2019, SBE is backed by SoftBank Group Corp. and Ares Climate Infrastructure, allowing SBE to finance 100% of the projects it develops, owns, and operates.
• In December 2023, SBE received "Renewables Deal of the Year" award from Project Finance International (PFI) for reaching financial close on 1.3 GWs of solar projects and being among the first to take advantage of the domestic content adder, a provision in the IRA designed to strengthen America’s manufacturing base.
• SBE is sourcing solar modules, trackers, and structural steel domestically for several of its projects.

Contract Overview – Pelicans Jaw
• Project: 226 MW solar photovoltaic electricity generating facility, along with a 118 MWAC 4-hour (472 MWh) battery energy storage facility
• Project location: Kern County
• Guaranteed commercial operation date: April 1, 2027
• Contract term: 15 years
• Expected annual energy production: approximately 637,000 MWhs • Pricing: Fixed pricing with no escalation
• SDCP would receive financial compensation in the event of seller’s failure to successfully achieve certain development milestones as well as seller’s failure to meet the guaranteed energy production.

Community Benefits and Workforce Development:
• The project is estimated to create approximately 400 temporary construction jobs and 3 permanent jobs.
• The project has a fully executed Project Labor Agreement with:
o Operating Engineers Local 12 – San Diego, CA
o Southwest Regional Council of Carpenters – Los Angeles, CA o Southern California District Council of Laborers and its affiliated Local Union 220 – Bakersfield, CA
o IBEW Local 428 – Bakersfield, CA
o IBEW Local Union 47 – Diamond Bar CA
o Ironworkers Locals 416 and 433 – Norwalk, CA & City of Industry, CA • The project has committed $500,000 to a community benefit fund to benefit SDCP customers.

COMMITTEE REVIEW
The ECWG recommended the project for shorting listing at the conclusion of the request for proposals review period. On December 5, 2023, the ECWG approved key PPA terms to move forward with the execution of this PPA.

FISCAL IMPACT
The competitive energy and capacity pricing of the PPA are confidential, but the long-term purchase of renewable energy and capacity will provide SDCP with significant value and cost certainty over the term of this PPA.

ATTACHMENTS
Attachment A: Renewable Power Purchase Agreement with Pelicans Jaw Solar, LLC

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
i

RENEWABLE POWER PURCHASE AND ENERGY STORAGE SERVICE

AGREEMENT

COVER SHEET
Seller: Pelicans Jaw Solar, LLC (“Seller”)
Buyer: San Diego Community Power, a California joint powers authority (“Buyer”) Description of Facility: A 226 MW solar photovoltaic electricity generating facility, along with a 118.5 MW/474 MWh battery energy storage facility, all located in Kern County, in the State of California, as further described in Exhibit A, and subject to reduction in size as described in Exhibit B.

Milestones:

Milestone Date for
Completion
Evidence of Site Control
CEC Pre-Certification Obtained
Obtain federal and state discretionary permits:
[ ] CEQA, [ ] Cat Ex, [ ]Neg Dec, [ ] Mitigated Neg Dec, [ ] EIR
Seller’s receipt of Phase I and Phase II Interconnection study results for Seller’s Interconnection Facilities
Executed Interconnection Agreement
Guaranteed Construction Start Date
Procure Major Equipment
Expected Commercial Operation Date
Guaranteed Commercial Operation Date 4/1/27
Delivery Term: 15 Contract Years.

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Expected Energy:

Contract Year Expected Energy
MWh
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 Guaranteed Capacity: 226 MW for the Generating Facility Storage Contract Capacity: 118.5 MW
Storage Contract Output: 474 MWh (based on four (4) hour discharge) Dedicated Interconnection Capacity: 226 MW
Guaranteed Storage Availability: %
Guaranteed Efficiency Rate:

Contract Year Guaranteed Efficiency
Rate
1 2
3 4
5 6
7 8
9 10

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11 12
13 14
15 Minimum Efficiency Rate: %
Contract Price
The Renewable Rate shall be:

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

Contract Year Storage Rate
1-15
Product:
☒ Generating Facility Energy
☒ Discharging Energy
☒ Green Attributes (Portfolio Content Category 1)
☒ Storage Capacity
☒ Capacity Attributes (select options below as applicable) ☒ Energy Only Status for the Generating Facility
☒ Partial Capacity Deliverability Status for the Storage Facility ☒ Ancillary Services
Scheduling Coordinator: Buyer or Buyer’s designated agent Security:

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Development Security: The amount equal to (a) $70/kW of Guaranteed Capacity, plus (b) $90/kW of Storage Contract Capacity
Performance Security: The amount equal to (a) $70/kW of Installed Generating Capacity, plus (b) $90/kW of Installed Storage Capacity

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ARTICLE 1 DEFINITIONS ........................................................................................................................ 1

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

1.2 Rules of Interpretation ..................................................................................................... 24 ARTICLE 2 TERM; CONDITIONS PRECEDENT ................................................................................. 25

2.1 Contract Term. ................................................................................................................. 25

2.2 Conditions Precedent ....................................................................................................... 26

2.3 Development; Construction; Progress Reports ................................................................ 27

2.4 Remedial Action Plan ...................................................................................................... 27 ARTICLE 3 PURCHASE AND SALE ..................................................................................................... 27

3.1 Purchase and Sale of Product ........................................................................................... 27

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

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

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

3.5 Future Environmental Attributes. .................................................................................... 28

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

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

3.8 Resource Adequacy Failure ............................................................................................. 29

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

3.10 Reserved........................................................................................................................... 30

3.11 California Renewables Portfolio Standard. ...................................................................... 30

3.12 Compliance Expenditure Cap. ......................................................................................... 31

3.13 Project Configuration ....................................................................................................... 32 ARTICLE 4 OBLIGATIONS AND DELIVERIES .................................................................................. 32

4.1 Delivery ........................................................................................................................... 32

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

4.3 Forecasting ....................................................................................................................... 33

4.4 Dispatch Down/Curtailment. ........................................................................................... 34

4.5 Charging Energy Management ........................................................................................ 35

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

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

4.8 Storage Availability and Efficiency. ................................................................................ 39

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

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

4.11 Interconnection ................................................................................................................ 41

4.12 Green-E Certification ....................................................................................................... 42 ARTICLE 5 TAXES .................................................................................................................................. 42

5.1 Allocation of Taxes and Charges. .................................................................................... 42

5.2 Cooperation. ..................................................................................................................... 42 ARTICLE 6 MAINTENANCE OF THE FACILITY ............................................................................... 42

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

6.2 Maintenance of Health and Safety. .................................................................................. 43

6.3 Shared Facilities ............................................................................................................... 43

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ARTICLE 7 METERING .......................................................................................................................... 43

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

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

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

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

8.3 Books and Records. ......................................................................................................... 45

8.4 Invoice Adjustments. ....................................................................................................... 45

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

8.6 Netting of Payments. ........................................................................................................ 46

8.7 Seller’s Development Security. ....................................................................................... 46

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

8.9 First Priority Security Interest in Cash or Cash Equivalent Collateral ............................ 47

8.10 Financial Statements. ....................................................................................................... 47 ARTICLE 9 NOTICES .............................................................................................................................. 48

9.1 Addresses for the Delivery of Notices ............................................................................. 48

9.2 Acceptable Means of Delivering Notice .......................................................................... 48 ARTICLE 10 FORCE MAJEURE ............................................................................................................ 48

10.1 Definition ......................................................................................................................... 48

10.2 Termination Following Force Majeure Event .................................................................. 49

10.3 Notice for Force Majeure. ................................................................................................ 49

10.4 No Liability If a Force Majeure Event Occurs ................................................................ 50 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION .................................................................... 50

11.1 Events of Default ............................................................................................................. 50

11.2 Remedies; Declaration of Early Termination Date. ......................................................... 54

11.3 Termination Payment ....................................................................................................... 54

11.4 Notice of Payment of Termination Payment.................................................................... 55

11.5 Disputes With Respect to Termination Payment ............................................................. 55

11.6 Limitation on Seller’s Ability to Make or Agree to Third-Party Sales from the Facility after Early Termination Date .............................................................................. 55

11.7 Rights And Remedies Are Cumulative ............................................................................ 56

11.8 Mitigation......................................................................................................................... 56 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES ........................ 56

12.1 No Consequential Damages. ............................................................................................ 56

12.2 Waiver and Exclusion of Other Damages. ....................................................................... 56 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY.......................................... 57

13.1 Seller’s Representations and Warranties. ........................................................................ 57

13.2 Buyer’s Representations and Warranties ......................................................................... 58

13.3 General Covenants ........................................................................................................... 59

13.4 Prevailing Wage ............................................................................................................... 59

13.5 Workforce Development and Supplier Diversity............................................................. 59

13.6 Community Benefits ........................................................................................................ 60

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ARTICLE 14 ASSIGNMENT ................................................................................................................... 60

14.1 General Prohibition on Assignments ............................................................................... 60

14.2 Collateral Assignment ...................................................................................................... 60

14.3 Permitted Assignment by Seller....................................................................................... 62

14.4 Permitted Assignment by Buyer ...................................................................................... 62

14.5 Right of First Refusal as to Future Phases, Additional Projects, Addition of Storage Capacity .............................................................................................................. 63 ARTICLE 15 DISPUTE RESOLUTION .................................................................................................. 64

15.1 Governing Law. ............................................................................................................... 64

15.2 Dispute Resolution. .......................................................................................................... 64 ARTICLE 16 INDEMNIFICATION ......................................................................................................... 64

16.1 Indemnity ......................................................................................................................... 64

16.2 Claims. ............................................................................................................................. 65 ARTICLE 17 INSURANCE ...................................................................................................................... 65

17.1 Insurance .......................................................................................................................... 65 ARTICLE 18 CONFIDENTIAL INFORMATION................................................................................... 67

18.1 Definition of Confidential Information ............................................................................ 67

18.2 Duty to Maintain Confidentiality ..................................................................................... 67

18.3 Irreparable Injury; Remedies ........................................................................................... 68

18.4 Disclosure to Lenders, Etc. .............................................................................................. 68

18.5 Press Releases .................................................................................................................. 68 ARTICLE 19 MISCELLANEOUS ........................................................................................................... 68

19.1 Entire Agreement; Integration; Exhibits .......................................................................... 68

19.2 Amendments .................................................................................................................... 69

19.3 No Waiver ........................................................................................................................ 69

19.4 No Agency, Partnership, Joint Venture or Lease ............................................................. 69

19.5 Severability ...................................................................................................................... 69

19.6 Mobile-Sierra ................................................................................................................... 69

19.7 Counterparts ..................................................................................................................... 69

19.8 Electronic Delivery .......................................................................................................... 69

19.9 Binding Effect .................................................................................................................. 70

19.10 No Recourse to Members of Buyer ................................................................................. 70

19.11 Forward Contract ............................................................................................................. 70

19.12 Further Assurances .......................................................................................................... 70

19.13 Change in Electric Market Design ................................................................................... 70

EXHIBITS
A. FACILITY DESCRIPTION .................................................................................................. A-1 B. MAJOR PROJECT DEVELOPMENT MILESTONES AND COMMERCIAL
OPERATION ......................................................................................................................... B-1 C. COMPENSATION................................................................................................................. C-1

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D. SCHEDULING COORDINATOR RESPONSIBILITIES .................................................... D-1 E. PROGRESS REPORTING FORM ........................................................................................ E-1 F-1. AVERAGE EXPECTED ENERGY ................................................................................... F-1 F-2. AVAILABLE CAPACITY ................................................................................................. F-2 G. GUARANTEED ENERGY PRODUCTION DAMAGES CALCULATION ...................... G-1 H. FORM OF COMMERCIAL OPERATION DATE CERTIFICATE .................................... H-1 I. FORM OF INSTALLED CAPACITY CERTIFICATE .......................................................... I-1 J. FORM OF CONSTRUCTION START DATE CERTIFICATE ............................................. J-1 K. FORM OF LETTER OF CREDIT ......................................................................................... K-1 L. FORM OF GUARANTY ....................................................................................................... L-1 M. FORM OF REPLACEMENT RA NOTICE ........................................................................ M-1 N. NOTICES ............................................................................................................................... N-1 O. STORAGE CAPACITY TESTS ........................................................................................... O-1 P. ANNUAL STORAGE AVAILABILITY CALCULATION ................................................. P-1 Q. OPERATING RESTRICTIONS ............................................................................................ Q-1 R. METERING DIAGRAM ....................................................................................................... R-1 S. WORKFORCE DEVELOPMENT ......................................................................................... S-2

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1 RENEWABLE POWER PURCHASE AND ENERGY STORAGE SERVICE

AGREEMENT
This Renewable Power Purchase and Energy Storage Service Agreement (“Agreement”) is entered into as of January [ ], 2024 (the “Effective Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.” All capitalized terms used in this Agreement are used with the meanings ascribed to them in Article 1 to this Agreement.

RECITALS
WHEREAS, Seller intends to develop, design, permit, construct, own, and operate the Facility; and
WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth 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 Parties agree to the following:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“Alternating Current” or “AC” means alternating current. “Accepted Compliance Costs” has the meaning set forth in Section 3.12(d). “Adjusted Energy Production” has the meaning set forth in Exhibit G. “Adjusted Storage Rate” has the meaning set forth in Section 3.7(b). “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control”, “controlled by”, and “under common control with”, as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person.
“Agreement” has the meaning set forth in the Preamble and includes the Cover Sheet and any Exhibits, schedules and any written supplements hereto.

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2 “Ancillary Services” means all ancillary services, as defined in the CAISO Tariff, that the Facility is capable of providing consistent with the Operating Restrictions, as set forth in Exhibit Q. “Annual Storage Availability” has the meaning set forth in Exhibit P. “Approved Forecast Vendor” means any of (a) the CAISO or (b) any other vendor reasonably acceptable to both Buyer and Seller for the purposes of providing or verifying the forecasts under Section 4.3(d).
“Availability Adjustment” or “AA” has the meaning set forth in Exhibit P. “Availability Adjustment Payment” has the meaning set forth in Exhibit P. “Available Generating Capacity” means the capacity of the Generating Facility, expressed in whole MWs, that is mechanically available to generate Energy. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due. “Bid” has the meaning as set forth in the CAISO Tariff. “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. Pacific Prevailing Time (PPT) for the Party sending a Notice, or payment, or performing a specified action. “Buyer” means San Diego Community Power, a California joint powers authority. “Buyer Bid Curtailment” means the occurrence of both of the following:
(a) the CAISO provides notice to a Party or the Scheduling Coordinator for the Facility, requiring the Party to deliver less Generating Facility Energy than the full amount of energy forecasted in accordance with Section 4.3 to be produced from the Generating Facility for a period of time;
(b) for the same time period as referenced in (a), the notice referenced in (a) results from the manner in which Buyer or the SC schedules or bids the Generating Facility or Generating Facility Energy, including where Buyer or the SC for the Generating Facility:
(i) did not submit a Self-Schedule or an Energy Supply Bid for the MW subject to the reduction; or

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RPS ENERGY + STORAGE PPA
Seller 01.10.24
3 (ii) submitted an Energy Supply Bid and the CAISO notice referenced in (a) is solely a result of CAISO implementing the Energy Supply Bid; or (iii) submitted a Self-Schedule for less than the full amount of Generating Facility Energy forecasted to be generated by or delivered from the Generating Facility.

If the Generating Facility is subject to a Planned Outage, Forced Facility Outage, Force Majeure Event or a Curtailment Period during the same time period as referenced in (a), then the calculation of Deemed Delivered Energy during such period shall not include any Generating Facility Energy that was not generated or stored due to such Planned Outage, Forced Facility Outage, Force Majeure Event or Curtailment Period.
“Buyer Curtailment Order” means (a) the instruction from Buyer to Seller to reduce Generating Facility Energy by the amount, and for the period of time set forth in such instruction, for reasons unrelated to a Planned Outage, Forced Facility Outage, Force Majeure Event or Curtailment Order, or (b) a reduction of Generating Facility Energy pursuant to or as a result of dispatch of the Storage Facility.
“Buyer Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which Seller reduces Generating Facility Energy pursuant to or as a result of (a) Buyer Bid Curtailment, (b) a Buyer Curtailment Order, or (c) Buyer default; provided, that the duration of any Buyer Curtailment Period shall be inclusive of the time required for the Facility to ramp down and ramp up.
“Buyer Dispatched Test” has the meaning in Section 4.9(b). “Buyer’s WREGIS Account” has the meaning set forth in Section 4.10(a). “CAISO” means the California Independent System Operator Corporation. “CAISO Approved Meter” means a CAISO approved revenue quality meter or meters, CAISO approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Generating Facility Energy delivered to the Delivery Point or the Storage Facility or all Charging Energy and Discharging Energy delivered to or from the Delivery Point, as applicable. “CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.
“CAISO Operating Order” means the “operating order” defined in Section 37.2.1.1 of the CAISO Tariff.
“CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

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RPS ENERGY + STORAGE PPA
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4 “California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time. “Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can generate, charge, discharge or deliver to the Delivery Point at a particular moment and that can be purchased and sold under CAISO market rules, including Resource Adequacy Benefits. “Capacity Damages” has the meaning set forth in Section 5 of Exhibit B. “CEC” means the California Energy Commission, or any successor agency performing similar statutory functions.
“CEC Certification and Verification” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified) that the Generating Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard. “CEC Precertification” means that the CEC has issued a precertification for the Generating Facility indicating that the planned operations of the Generating Facility would comply with applicable CEC requirements for CEC Certification and Verification. “CEQA” means the California Environmental Quality Act.
“Change of Control” means, except in connection with public market transactions of equity interests or capital stock of Seller’s Ultimate Parent, any circumstance in which Ultimate Parent ceases to own, directly or indirectly through one or more intermediate entities, more than fifty percent (50%) of the outstanding equity interests in Seller; provided that in calculating ownership percentages for all purposes of the foregoing:
(a) any ownership interest in Seller held by Ultimate Parent indirectly through one or more intermediate entities shall not be counted towards Ultimate Parent’s ownership interest in Seller unless Ultimate Parent directly or indirectly owns more than fifty percent (50%) of the outstanding equity interests in each such intermediate entity; and (b) ownership interests in Seller owned directly or indirectly by any Lender (including any tax equity provider) shall be excluded from the total outstanding equity interests in Seller. “Charging Energy” means the Energy delivered to the Storage Facility pursuant to a Charging Notice, as measured at the Storage Facility Metering Point by the Storage Facility Meter, as such meter readings are adjusted by the CAISO for any applicable Electrical Losses and Station Use. All Charging Energy that is not consumed in Electrical Losses or used for Station Use shall be used solely to charge the Storage Facility. Subject to the Operating Restrictions, Charging

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5 Energy may be delivered from the CAISO grid in any Settlement Interval during which the Generating Facility is not producing Generating Facility Energy. “Charging Notice” means the operating instruction, and any subsequent updates, given by Buyer, Buyer’s SC or the CAISO to Seller, directing the Storage Facility to charge at a specific MW rate for a specified period of time or to a specified Stored Energy Level; provided, any such operating instruction shall be in accordance with the Operating Restrictions. For the avoidance of doubt, (i) any instruction to charge the Storage Facility pursuant to a Buyer Dispatched Test shall be considered a Charging Notice, and (ii) any Charging Notice shall not constitute a Buyer Bid Curtailment, Buyer Curtailment Order or Curtailment Order. “COD Certificate” has the meaning set forth in Exhibit B. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Commercial Operation Delay Damages” or “COD Delay Damages” means an amount equal to (a) the Development Security amount required hereunder, divided by (b)

“Communications Protocols” means certain Operating Restrictions developed by the Parties pursuant to Exhibit Q that involve procedures and protocols regarding communication with respect to the operation of the Storage Facility pursuant to this Agreement. “Compliance Action” has the meaning set forth in Section 3.12(b). “Compliance Expenditure Cap” has the meaning set forth in Section 3.12(b). “Confidential Information” has the meaning set forth in Section 18.1. “Construction Delay Damages” means an amount equal to (a) the Development Security amount required hereunder, divided by (b)
“Construction Start” has the meaning set forth in Exhibit B. “Construction Start Date” has the meaning set forth in Exhibit B. “Contract Capacity” means the sum of the Guaranteed Capacity and the Storage Contract Capacity.
“Contract Price” has the meaning set forth on the Cover Sheet. To be clear, the Contract Price is each of the Renewable Rate and the Storage Rate. “Contract Term” has the meaning set forth in Section 2.1(a).

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6 “Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date. “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement. “Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“CPM Soft Offer Cap” has the meaning set forth in the CAISO Tariff. “CPUC” means the California Public Utilities Commission or any successor agency performing similar statutory functions.
“CPUC System RA Penalty Price” means the RA penalties assessed against load serving entities by the CPUC for RA deficiencies that are not replaced or cured, as established by the CPUC in the Resource Adequacy Rulings and subsequently incorporated into the annual Filing Guide for System, Local and Flexible Resource Adequacy (RA) Compliance Filings that is issued by the CPUC Energy Division, or any replacement or successor documentation established by the CPUC Energy Division to reflect RA penalties that are established by the CPUC and assessed against load serving entities for RA deficiencies.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. If ratings by S&P and Moody’s are not equivalent, the lower rating shall apply.
“Cure Plan” has the meaning set forth in Section 11.1(b)(vi). “Curtailment Cap” is the yearly quantity per Contract Year, in MWh, equal to fifty (50) hours multiplied by the Guaranteed Capacity.
“Curtailment Order” means any of the following:
(a) CAISO orders, directs, alerts, or provides notice to a Party, including a CAISO Operating Order, requiring such Party to curtail deliveries of Generating Facility Energy for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO’s electric system integrity or the integrity of other systems to which CAISO is connected; (b) a curtailment ordered by the Participating Transmission Owner for reasons including, but not limited to, (i) any situation that affects normal function of the electric system

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Seller 01.10.24
7 including, but not limited to, any abnormal condition that requires action to prevent circumstances such as equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or anticipation of conditions or situations that jeopardize the Participating Transmission Owner’s electric system integrity or the integrity of other systems to which the Participating Transmission Owner is connected;
(c) a curtailment ordered by CAISO or the Participating Transmission Owner due to scheduled or unscheduled maintenance on the Participating Transmission Owner’s transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Generating Facility Energy to the Delivery Point; or
(d) a curtailment in accordance with Seller’s obligations under its Interconnection Agreement with the Participating Transmission Owner or distribution operator. “Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which generation from the Facility is reduced pursuant to a Curtailment Order; provided that the Curtailment Period shall be inclusive of the time required for the Facility to ramp down and ramp up.
“Cycle” or “Full Cycle Equivalent” means a quantity of Discharging Energy (in MWh) equal to the Storage Contract Output.
“Damage Payment” means the dollar amount that equals the amount of the Development Security.
“Day-Ahead Forecast” has the meaning set forth in Section 4.3(c). “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Day-Ahead Schedule” has the meaning set forth in the CAISO Tariff. “Dedicated Interconnection Capacity” means an instantaneous amount of Energy that is permitted to be delivered by the Facility to the Delivery Point under Seller’s Interconnection Agreement, in the amount of MWs as set forth on the Cover Sheet. “Deemed Delivered Energy” means the amount of Generating Facility Energy, expressed in MWh, that the Generating Facility would have produced and delivered to the Storage Facility or the Delivery Point, but that is not produced by the Generating Facility during a Buyer Curtailment Period, which amount shall be calculated using the CAISO VER forecast or an industry-standard methodology agreed to by Buyer and Seller that utilizes meteorological conditions on Site as input for the period of time during such Buyer Curtailment Period, less the amount of Generating Facility Energy delivered to the Storage Facility or the Delivery Point during the Buyer Curtailment Period (or other relevant period); provided that, if the applicable difference is negative, the Deemed Delivered Energy shall be zero (0). For all purposes under this Agreement, including compensation under Exhibit C and the Curtailment Cap, Deemed Delivered Energy shall be reduced in any Settlement Interval by the amount of any Charging Energy that was not able to

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
8 be delivered to the Storage Facility during such Settlement Interval due to the unexcused unavailability of the Storage Facility.
“Defaulting Party” has the meaning set forth in Section 11.1(a). “Deficient Month” has the meaning set forth in Section 4.10(e). “Delay Damages” means Construction Delay Damages and COD Delay Damages. “Delivery Point” has the meaning set forth in Exhibit A. “Delivery Term” shall mean the period of Contract Years set forth on the Cover Sheet beginning on the Commercial Operation Date, unless terminated earlier in accordance with the terms and conditions of this Agreement.
“Development Cure Period” has the meaning set forth in Exhibit B. “Development Security” means (i) cash or (ii) a Letter of Credit in the amount set forth for the Development Security on the Cover Sheet.
“Discharging Energy” means all Energy that is delivered from the Storage Facility to the Delivery Point pursuant to a Discharging Notice during any Settlement Interval or Settlement Period, as measured at the Storage Facility Metering Point by the Storage Facility Meter, as such meter readings are adjusted by the CAISO for any applicable Station Use and Electrical Losses to the Delivery Point to the extent such Electrical Losses and Station Use are not already reflected in the Storage Facility Meter measurements.
“Discharging Notice” means the operating instruction, and any subsequent updates, given by Buyer, Buyer’s SC or the CAISO to Seller, directing the Storage Facility to discharge Discharging Energy at a specific MW rate for a specified period of time or to a specified Stored Energy Level; provided, any such operating instruction or updates shall be in accordance with the Operating Restrictions. For the avoidance of doubt, any Discharging Notice shall not constitute a Buyer Bid Curtailment, Buyer Curtailment Order or Curtailment Order, except that any Discharging Notice that results in a reduction in Generating Facility Energy will be deemed a Buyer Curtailment Order for all purposes hereunder. Any instruction to discharge the Storage Facility pursuant to a Buyer Dispatched Test shall be considered a Discharging Notice. “Early Termination Date” has the meaning set forth in Section 11.2(a). “Effective Date” has the meaning set forth in the Preamble. “Efficiency Rate” means the tested round-trip efficiency rate of the Storage Facility, expressed as a percentage, calculated pursuant to a Storage Capacity Test by dividing Energy Out by Energy In.
“Electrical Losses” means, subject to meeting any applicable CAISO requirements and in accordance with Section 7.1, all transmission or transformation losses (a) between the Generating

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RPS ENERGY + STORAGE PPA
Seller 01.10.24
9 Facility Metering Point and the Delivery Point associated with delivery of Generating Facility Energy, (b) between the Storage Facility Metering Point and the Delivery Point associated with delivery of Discharging Energy, (c) between the Generating Facility and the Storage Facility Metering Point associated with delivery of Charging Energy. “Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Energy” means alternating current electrical energy measured in MWh. “Energy In” has the meaning set forth in Part II.B of Exhibit O. “Energy Out” has the meaning set forth in Part II.B of Exhibit O. “Energy Management System” or “EMS” means the Facility’s energy management system.
“Energy Supply Bid” has the meaning set forth in the CAISO Tariff. “Event of Default” has the meaning set forth in Section 11.1. “Excess MWh” has the meaning set forth in Exhibit C.
“Expected Energy” means the quantity of Generating Facility Energy that Seller expects to be able to deliver to Buyer during each Contract Year or other time period (assuming no Charging Energy or Discharging Energy during such Contract Year or time period) in the quantity specified on the Cover Sheet, which amount shall be adjusted proportionately to the reduction from Guaranteed Capacity to Installed Generating Capacity pursuant to Section 5(a) of Exhibit B, if applicable, provided, that prior to the Construction Start Date, Seller may update the Expected Energy by providing Notice to Buyer along with a resource evaluation report prepared by an independent engineer, in which case the Expected Energy for the first Contract Year will be automatically revised without further action of the Parties to equal the “P-50” estimate of the Facility’s generation for the first Contract Year as set forth in such report (and the Expected Energy for the remaining Contract Years will be automatically adjusted to reflect 0.50% degradation per Contract Year). Such automatic revision is only allowed without further action of the Parties if the revised expected energy is within of the original Expected Energy specified on the Cover Sheet as of the Effective Date.
“Facility” means the Generating Facility and the Storage Facility. “Facility Energy” means the sum of Generating Facility Energy and Discharging Energy during any Settlement Interval or Settlement Period.
“FERC” means the Federal Energy Regulatory Commission.
“Flexible Capacity” has the meaning set forth in the CAISO Tariff.

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
10 “Flexible Capacity Category” has the meaning set forth in the CAISO Tariff. “Force Majeure Event” has the meaning set forth in Section 10.1. “Forced Facility Outage” means an unexpected failure of one or more components of the Facility that prevents Seller from generating Energy or making Facility Energy available at the Delivery Point and that is not the result of a Force Majeure Event. “Forecasting Penalty” means for each hour in which Seller does not provide the forecast required in Section 4.3(c) and Buyer incurs a loss or penalty resulting from its scheduling activities in such hour with respect to Generating Facility Energy, the product of (A) the absolute difference (if any) between (i) the expected Energy for such hour (which, for the avoidance of doubt, assumes no Charging Energy or Discharging Energy in such hour) set forth in the Monthly Delivery Forecast, and (ii) the actual Energy produced by the Generating Facility (absent any Charging Energy and Discharging Energy), multiplied by (B) the absolute value of the Real-Time Price in such hour.
“Forward Certificate Transfers” has the meaning set forth in Section 4.10(a). “Full Cycle Equivalent” means either (a) a Cycle or (b) the sum of more than one Partial Cycles that equal the Discharging Energy in one Cycle.
“Future Environmental Attributes” shall mean any and all generation attributes other than Green Attributes or Renewable Energy Incentives under the RPS regulations or under any and all other international, federal, regional, state or other law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, now, or in the future, to the generation of electrical energy by the Facility. Future Environmental Attributes do not include investment tax credits or production tax credits associated with the construction or operation of the Facility, or other financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation.
“Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and include the value of Green Attributes and Capacity Attributes.

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
11 “Generating Facility” means the renewable energy electricity generating facility described on the Cover Sheet and in Exhibit A, located at the Site and including mechanical equipment and associated facilities and equipment required to deliver Generating Facility Energy to (i) to the Delivery Point, and (ii) to the Storage Facility as Charging Energy; provided, that the “Generating Facility” does not include the Storage Facility or the Shared Facilities. “Generating Facility Energy” means all Energy that is delivered from the Generating Facility to the Storage Facility or directly to the Delivery Point as measured at the Generating Facility Metering Point by the Generating Facility Meter, as such meter readings are adjusted by the CAISO for Station Use and Electrical Losses to the Delivery Point to the extent such Electrical Losses and Station Use are not already reflected in the Generating Facility Meter measurements. “Generating Facility Meter” means the CAISO Approved Meter, along with a CAISO-approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, the amount of Generating Facility Energy delivered to the Generating Facility Metering Point for the purpose of invoicing in accordance with Section 8.1. The Generating Facility may contain multiple measurement devices that will make up the Generating Facility Meter, and, unless otherwise indicated, references to the Generating Facility Meter shall mean all such measurement devices and the aggregated data of all such measurement devices, taken together. “Generating Facility Metering Point” means the location or locations of the Generating Facility Meter shown on Exhibit R.
“GEP Damages” has the meaning set forth in Section 4.7. “Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO; provided, however, that “Governmental Authority” shall not in any event include any Party. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Facility and its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Facility Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax credits associated with the construction or operation of the Facility and other

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
12 financial incentives in the form of credits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating or air quality permits. If the Facility is a biomass or landfill gas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Facility.
“Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated “green tags” in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules. “Guaranteed Capacity” means the amount of generating capacity of the Generating Facility, as measured in MW at the Delivery Point, set forth on the Cover Sheet. “Guaranteed Commercial Operation Date” means the date set forth on the Cover Sheet, as such date may be extended pursuant to Exhibit B.
“Guaranteed Construction Start Date” means the date set forth on the Cover Sheet, as such date may be extended pursuant to Exhibit B.
“Guaranteed Efficiency Rate” means, for each Contract Year, the guaranteed Efficiency Rate of the Storage Facility for such Contract Year, as set forth on the Cover Sheet. “Guaranteed Energy Production” means an amount of Adjusted Energy Production, as measured in MWh, equal to eighty-five percent (85%) of the total Expected Energy for the applicable Performance Measurement Period.
“Guaranteed RA Amount” means, at any point in time on or after the RA Guarantee Date, the maximum Net Qualifying Capacity (in MWs) for which a storage facility with storage capacity equal to the Installed Battery Capacity with four (4) hour discharge at the Delivery Point, having achieved PCDS to the extent required under the Agreement and performing with operational characteristics equal to those required by the Guaranteed Storage Availability, Guaranteed Efficiency Rate, and the Operating Restrictions, may be counted in any given Showing Month pursuant to the then current Law, including counting conventions set forth in the Resource Adequacy Rulings and the CAISO Tariff applicable to Resource Adequacy Resources. Seller will not be required to obtain or allocate TP Deliverability (as defined in the CAISO Tariff) to the Facility in excess of the Storage Contract Capacity.
“Guaranteed Storage Availability” means the minimum guaranteed Annual Storage Availability of the Facility for each Contract Year of the Delivery Term, as set forth on the Cover Sheet.

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
13 “Guarantor” means, with respect to Seller, any Person that (a) does not already have any material credit exposure to Buyer under any other agreements, guarantees, or other arrangements at the time its Guaranty is issued, (b) is an Affiliate of Seller, or other third party reasonably acceptable to Buyer, (c) has a Credit Rating of BBB- or better from S&P or a Credit Rating of Baa3 or better from Moody’s, (d) has a tangible net worth of at least (e) is incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction, and (f) executes and delivers a Guaranty for the benefit of Buyer.
“Guaranty” means a guaranty from a Guarantor provided for the benefit of Buyer substantially in the form attached as Exhibit L.
“Imbalance Energy” means the amount of Energy in MWh, in any given Settlement Period or Settlement Interval, by which the amount of Charging Energy, Discharging Energy, or Generating Facility Energy, as applicable, deviates from the amount of Scheduled Energy. “Indemnifiable Loss(es)” has the meaning set forth in Section 16.1(a). “Indemnified Party” has the meaning set forth in Section 16.1(a). “Indemnifying Party” has the meaning set forth in Section 16.1(a). “Initial Synchronization” means the initial delivery of Facility Energy to the Delivery Point.
“In-Service Date” has the meaning set forth in Section 4.d of Exhibit B. “Installed Capacity” means the sum of (i) the Installed Generating Capacity and (ii) the Installed Battery Capacity.
“Installed Battery Capacity” means the maximum dependable operating capability of the Storage Facility to discharge Energy at the Storage Facility Meter and adjusted for Electrical Losses to the Delivery Point, that achieves Commercial Operation (up to but not in excess of the Storage Contract Capacity), adjusted for ambient conditions on the date of the performance test, and as evidenced by a certificate substantially in the form attached as Exhibit I hereto. “Installed Generating Capacity” means the actual generating capacity of the Generating Facility, as measured in MW(ac) at the Delivery Point, that achieves Commercial Operation (up to but not in excess of the Guaranteed Capacity), adjusted for ambient conditions on the date of the performance test, and as evidenced by a certificate substantially in the form attached as Exhibit I hereto.
“Insurable Force Majeure Event” means any Force Majeure Event which (a) results in direct, physical loss to the Facility, and (b) excludes Force Majeure Events that occur beyond the Delivery Point.

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
14 “Interconnection Agreement” means the interconnection agreement(s) entered into by Seller or a Seller Affiliate pursuant to which the Facility will be interconnected with the Transmission System, providing for interconnection capacity available or allocable to the Facility at the Interconnection Point that is no less than the Dedicated Interconnection Capacity, and pursuant to which Seller’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated and maintained during the Contract Term. “Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the Transmission System in accordance with the Interconnection Agreement.
“Interconnection Point” means the point at which Seller’s Interconnection Facilities interconnect with the Transmission System pursuant to the Interconnection Agreement, which point is identified in Exhibit A.
“Interest Rate” has the meaning set forth in Section 8.2. “Interim Deliverability Status” has the meaning set forth in the CAISO Tariff. “Interim Deliverability Status Percentage” means, for each Showing Month of the Delivery Term through the Showing Month in which the Partial Capacity Deliverability Status Finding is obtained, the capacity of the Storage Facility that has received Interim Deliverability Status for such Showing Month, divided by the Storage Contract Capacity for such month, expressed as a percentage.
“Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. “Investment Grade Credit Rating” means a Credit Rating of BBB- or higher by S&P or Baa3 or higher by Moody’s.
“ITC” means the investment tax credit established pursuant to Section 48 or Section 48E of the United States Internal Revenue Code of 1986.
“Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated October 1, 2019, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority.
“Lender” means, collectively, any Person (i) providing letters of credit, surety bonds, senior or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase,

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
15 installation or operation of the Facility, whether that financing or refinancing takes the form of private debt (including back-leverage debt), equity (including tax equity), public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller or its Affiliates, and any trustee or agent or similar representative acting on their behalf, (ii) providing Interest Rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility. “Letter(s) of Credit” means one or more irrevocable, standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s, in a form substantially similar to the letter of credit set forth in Exhibit K.
“Licensed Professional Engineer” means an independent, professional engineer selected by Seller and reasonably acceptable to Buyer, licensed in the State of California. “Local Capacity Area Resource” has the meaning set forth in the CAISO Tariff. “Local RAR” means the local Resource Adequacy Requirements established for load-serving entities by the CAISO pursuant to the CAISO Tariff, the CPUC pursuant to the Resource Adequacy Rulings, or by any other Governmental Authority. “Local RAR” may also be known as local area reliability, local resource adequacy, local resource adequacy procurement requirements, or local capacity requirement in other regulatory proceedings or legislative actions. “Locational Marginal Price” or “LMP” has the meaning set forth in the CAISO Tariff. “Losses” means, with respect to the Non-Defaulting Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner.

Factors used in determining economic loss to a Party may include reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term and must include the value of Green Attributes, Capacity Attributes, and Renewable Energy Incentives.
“Lost Output” means the amount of Generating Facility Energy expressed in MWh that the Generating Facility would have produced and delivered to the Storage Facility or the Delivery Point, but that is not produced by the Generating Facility during Force Majeure Events, Curtailment Periods, System Emergencies, or Buyer default, which amount shall be calculated using the CAISO VER forecast or an industry-standard methodology agreed to by Buyer and Seller

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
16 that utilizes meteorological conditions on Site as input for the period of time during such Force Majeure Events, Curtailment Periods, System Emergencies, or Buyer default, less the amount of Generating Facility Energy delivered to the Storage Facility or the Delivery Point during such period of time (or other relevant period); provided that, if the applicable difference is negative, the Lost Output shall be zero (0). For all purposes under this Agreement, Lost Output shall be reduced in any Settlement Interval by the amount of any Charging Energy that was not able to be delivered to the Storage Facility during such Settlement Interval due to the unexcused unavailability of the Storage Facility.
“Master File” has the meaning set forth in the CAISO Tariff. “Maximum Charging Capacity” means the maximum power output level, in MW, at which the Storage Facility can be charged, as specified in Exhibit Q. “Maximum Discharging Capacity” means the maximum power output level, in MW, at which the Storage Facility can be discharged, as specified in Exhibit Q. “Maximum State of Charge” means the maximum State of Charge to which the Storage Facility may be charged, as set forth in Exhibit Q.
“Maximum Stored Energy Level” means the maximum Stored Energy Level the Storage Facility is capable of achieving, expressed in MWh, as set forth in Exhibit Q. “Milestones” means the development activities for significant permitting, interconnection, financing and construction milestones set forth on the Cover Sheet. “Minimum Efficiency Rate” means the percentage specified on the Cover Sheet. “Minimum State of Charge” means the minimum State of Charge to which the Storage Facility may be discharged, as set forth in Exhibit Q.
“Minimum Stored Energy Level” means the minimum Stored Energy Level the Storage Facility is capable of achieving, expressed in MWh, as set forth in Exhibit Q. “Monthly Delivery Forecast” has the meaning set forth in Section 4.3(b). “Moody’s” means Moody’s Investors Service, Inc.
“MW” means megawatts in alternating current, unless expressly stated in terms of direct current.
“MWh” means megawatt-hour measured in alternating current, unless expressly stated in terms of direct current.
“Negative LMP” means, in any Settlement Period or Settlement Interval, the Real-Time Market LMP at the Facility’s PNode is less than Zero dollars ($0).

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RPS ENERGY + STORAGE PPA
Seller 01.10.24
17 “Negative LMP Costs” has the meaning set forth in Exhibit C. “NERC” means the North American Electric Reliability Corporation or any successor entity performing similar functions.
“Net Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “Network Upgrades” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 11.2. “Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service, or electronic messaging (e-mail).
“Notice to Proceed” has the meaning set forth in Exhibit B. “Operating Restrictions” means those rules, requirements, and procedures set forth on Exhibit Q.
“Partial Capacity Deliverability Status” has the meaning set forth in the CAISO Tariff. “Partial Capacity Deliverability Status Finding” means a written confirmation from the CAISO that the Facility is eligible for Partial Capacity Deliverability Status. “Partial Capacity Deliverability Status Percentage” means, for each Showing Month of the Delivery Term after Partial Capacity Deliverability Status Finding is obtained, the capacity of the Storage Facility that has received Partial Capacity Deliverability Status for such Showing Month, divided by the Storage Contract Capacity for such month, expressed as a percentage. “Partial Cycle” means a quantity of Discharging Energy (in MWh) that is less than one hundred percent (100%) of the Storage Contract Output.
“Participating Transmission Owner” or “PTO” means an entity that owns, operates and maintains transmission or distribution lines and associated facilities or has entitlements to use certain transmission or distribution lines and associated facilities where the Facility is interconnected. For purposes of this Agreement, the Participating Transmission Owner is set forth in Exhibit A.
“Party” or “Parties” has the meaning set forth in the Preamble. “Performance Measurement Period” means each two (2) consecutive Contract Year period during the Delivery Term so that the first Performance Measurement Period shall include Contract Years 1 and 2. Performance Measurement Periods shall overlap, so that if the first Performance Measurement Period is comprised of Contract Years 1 and 2, the second Performance Measurement Period shall be comprised of Contract Years 2 and 3, the third Performance Measurement Period shall be comprised of Contract Years 3 and 4, and so on.

CONFIDENTIAL
RPS ENERGY + STORAGE PPA
Seller 01.10.24
18 “Performance Security” means (i) cash or (ii) a Letter of Credit or (iii) a Guaranty in the amount set forth as the Performance Security on the Cover Sheet. “Permitted Transferee” means (i) any Affiliate of Seller or (ii) any entity that satisfies, or is controlled by another Person that satisfies, the following requirements:
(a) A tangible net worth of not less than
or a Credit Rating of at least BBB- from S&P, BBB- from Fitch, or Baa3 from Moody’s; and
(b) At least three (3) years of experience in the ownership and operations of power generation facilities similar to the Facility, or has retained a third-party with such experience to operate the Facility.
“Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity.
“PNode” has the meaning set forth in the CAISO Tariff.
“Planned Outage” means, subject to and as further described in the CAISO Tariff, a CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the Facility that is conducted for the purposes of carrying out routine repair or maintenance of such Facility, or for the purposes of new construction work for such Facility. “Portfolio Content Category 1” or “PCC1” means any Renewable Energy Credit associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law.
“Product” has the meaning set forth on the Cover Sheet. “Progress Report” means a progress report including the items set forth in Exhibit E. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable Laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric utility industry during the relevant time period with respect to grid-interconnected, utility-scale generating facilities with integrated storage in the Western United States, or (b) any of the practices, methods and acts which, in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the industry with respect to grid-interconnected, utility-scale generating facilities with integrated storage in the Western United States. Prudent Operating Practice includes

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RPS ENERGY + STORAGE PPA
Seller 01.10.24
19 compliance with applicable Laws, applicable reliability criteria, and the criteria, rules and standards promulgated in the National Electric Safety Code and the National Electrical Code, as they may be amended or superseded from time to time, including the criteria, rules and standards of any successor organizations.
“PTC” means the production tax credit established pursuant to Section 45 or Section 45Y of the United States Internal Revenue Code of 1986.
“PTC Amount” means the amount, on a dollar per MWh basis, equal to the PTC that Seller would have earned in respect of Generating Facility Energy at the time, grossed up on an after tax basis at the then-highest marginal combined federal and state corporate tax rate, but failed to earn as a result of Buyer Bid Curtailment or Buyer Curtailment Order, which amount will be calculated by reference to the amount of Deemed Delivered Energy in excess of the Curtailment Cap and the portion of the Generating Facility eligible to receive Production Tax Credits at the time of determination.
“Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “RA Compliance Showing” means the (a) Local RAR compliance or advisory showings (or similar or successor showings), (b) RAR compliance or advisory showings (or similar or successor showings), and (c) Flexible RAR compliance or advisory showings (or similar successor showings), in each case, an entity is required to make to the CAISO pursuant to the CAISO Tariff, to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the Resource Adequacy Rulings, or to any Governmental Authority.
“RA Deficiency Amount” means the liquidated damages payment that Seller shall pay to Buyer for an applicable RA Shortfall Month as calculated in accordance with Section 3.8(b). “RA Guarantee Date” means the Commercial Operation Date. “RA Shortfall” has the meaning set forth in Section 3.8(b). “RA Shortfall Month” means, for purposes of calculating an RA Deficiency Amount under Section 3.8(b), any Showing Month, commencing with the Showing Month that contains the RA Guarantee Date, during which there is an RA Shortfall. “Ramp Rate” means the ability of the Storage Facility to change between power output levels, expressed in MWAC/min.
“Real-Time Forecast” means any Notice of any change to the Available Generating Capacity, Storage Capacity, or hourly expected Energy delivered by or on behalf of Seller pursuant to Section 4.3(d).
“Real-Time Market” has the meaning set forth in the CAISO Tariff.

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RPS ENERGY + STORAGE PPA
Seller 01.10.24
20 “Real-Time Price” means the Resource-Specific Settlement Interval LMP as defined in the CAISO Tariff. If there is more than one applicable Real-Time Price for the same period of time, Real-Time Price shall mean the price associated with the smallest time interval. “Reliability Network Upgrades” has the meaning set forth in the CAISO Tariff. “Remedial Action Plan” has the meaning set forth in Section 2.4. “Renewable Energy Credit” has the meaning set forth in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law.
“Renewable Energy Incentives” means: (a) all federal, state, or local Tax credits or other Tax benefits associated with the construction, ownership, or production or storage of electricity from the Facility (including credits under Sections 38, 45, 46 and 48 of the Internal Revenue Code of 1986, as amended); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility; and (c) any other form of incentive relating in any way to the Facility that is not a Green Attribute or a Future Environmental Attribute. “Renewable Rate” has the meaning set forth on the Cover Sheet. “Replacement Green Attributes” means Renewable Energy Credits of the same Portfolio Content Category (i.e., PCC1) as the Green Attributes portion of the Product and of the same year of production or a different year as agreed to by the Parties, as the Renewable Energy Credits that would have been generated by the Generating Facility.
“Replacement Energy” means energy produced by an Eligible Renewable Energy Resource other than the Generating Facility, that is provided by Seller to Buyer as a component of Replacement Product, in an amount equal to the amount of Replacement Green Attributes provided by Seller as a component of such Replacement Product.
“Replacement Product” means (a) Replacement Energy, and (b) Replacement Green Attributes.
“Replacement RA” means Resource Adequacy Benefits, if any, (a) equivalent to those that would have been provided by the Facility with respect to the applicable Showing Month in which a RA Deficiency Amount is expected to be due to Buyer, including, as applicable, Resource Category and Flexible Capacity Category, and any successor criteria applicable to the Facility, and any Local RAR, unless Buyer consents to accept Replacement RA from another facility that provides non-equivalent Resource Adequacy Benefits, and (b) located within the CAISO Balancing Authority Area.
“Resource Adequacy Benefits” means the rights and privileges attached to the Facility that satisfy any entity’s Resource Adequacy Requirements, as those obligations are set forth in any ruling issue by a Governmental Authority, including the Resource Adequacy Rulings, or the

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RPS ENERGY + STORAGE PPA
Seller 01.10.24
21 CAISO Tariff, and shall include Flexible Capacity, and any local, zonal or otherwise locational attributes associated with the Facility.
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements applicable to an entity as established by the CAISO pursuant to the CAISO Tariff, by the CPUC pursuant to the Resource Adequacy Rulings, or by any other Governmental Authority.
“Resource Adequacy Resource” has the meaning set forth in the CAISO Tariff. “Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 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 and any other existing or subsequent ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by the CPUC or the CAISO, however described, as such decisions, rulings, Laws, rules or regulations may be amended or modified from time-to-time throughout the Contract Term. “Resource Category” means the categories for established by the CPUC in the Resource Adequacy Rulings and subsequently incorporated into the annual Filing Guide for System, Local and Flexible Resource Adequacy Compliance Filings that is issued by the CPUC Energy Division, or any replacement or successor documentation established by the CPUC Energy Division. “S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.).
“Schedule” has the meaning set forth in the CAISO Tariff, and “Scheduled” has a corollary meaning.
“Scheduled Energy” means the Charging Energy, Discharging Energy, or Generating Facility Energy, as applicable, that clears under the applicable CAISO market based on the final Day-Ahead Schedule, FMM Schedule (as defined in the CAISO Tariff), or any other financially binding Schedule, market instruction or dispatch for the Facility for a given period of time implemented in accordance with the CAISO Tariff.
“Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time.
“Security Interest” has the meaning set forth in Section 8.9. “Self-Schedule” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning set forth on the Cover Sheet.

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22 “Seller Initiated Test” has the meaning set forth in Section 4.9(b). “Seller’s WREGIS Account” has the meaning set forth in Section 4.10(a). “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary, or indirect or business interruption damages. “Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff. “Shared Facilities” means the gen-tie lines, transformers, substations, or other equipment, permits, contract rights, and other assets and property (real or personal), in each case, as necessary to enable delivery of Energy from the Facility (which is excluded from Shared Facilities) to the Interconnection Point, including the Interconnection Agreement itself, that are used in common with third parties or by Seller for electric generation or storage facilities owned by Seller other than the Facility.
“Showing Month” shall be the calendar month of the Delivery Term, commencing with the Showing Month that contains the RA Guarantee Date, that is the subject of the RA Compliance Showing, as set forth in the Resource Adequacy Rulings and outlined in the CAISO Tariff. For illustrative purposes only, pursuant to the CAISO Tariff and Resource Adequacy Rulings in effect as of the Effective Date, the monthly RA Compliance Showing made in June is for the Showing Month of August.
“Site” means the real property on which the Facility is or will be located, as further described in Exhibit A, and as shall be updated by Seller at the time Seller provides an executed Construction Start Date certificate in the form of Exhibit J to Buyer. “Site Control” means that, for the Contract Term, Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“SP-15” means the Existing Zone Generation Trading Hub for Existing Zone region SP15 as set forth in the CAISO Tariff.
“State of Charge” or “SOC” means the ratio of (a) the Stored Energy Level of the Facility to (b) the Storage Capacity multiplied by four (4) hours, expressed as a percentage. “Station Use” means the Energy that is used within the Facility to power certain lights, motors, temperature control systems, control systems and other ancillary electrical loads that are necessary for operation of the Facility (or as otherwise defined by the retail energy provider and

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23 CAISO Tariff) except during periods in which the Storage Facility is charging or discharging pursuant to a Charging Notice or Discharging Notice.
“Storage Capacity” means (a) the maximum dependable operating capability of the Storage Facility to discharge Energy that can be sustained for four (4) consecutive hours and (b) any other products that may be developed or evolve from time to time during the Contract Term that the Storage Facility is able to provide as the Facility is configured on the Commercial Operation Date and subject to the Operating Restrictions and that relate to the maximum dependable operating capability of the Storage Facility to discharge Energy. “Storage Capacity Damages” has the meaning set forth in Exhibit B. “Storage Capacity Test” or “SCT” means any test or retest of the capacity of the Storage Facility and/or Efficiency Rate conducted in accordance with the testing procedures, requirements and protocols set forth in Section 4.9 and Exhibit O.
“Storage Contract Capacity” means the total capacity (in MW) of the Storage Facility initially equal to the amount set forth on the Cover Sheet, as the same may be adjusted from time to time pursuant to Section 5(b) of Exhibit B or Section 4.9 and Exhibit O to reflect the results of the most recently performed Storage Capacity Test.
“Storage Contract Output” means the product of the Storage Contract Capacity multiplied by four (4) hours, represented in MWh, initially equal to the amount set forth on the Cover Sheet, as the same may be adjusted from time to time pursuant to Section 5(b) of Exhibit B or Section 4.9 and Exhibit O to reflect the results of the most recently performed Storage Capacity Test.
“Storage Cure Plan” has the meaning set forth in Section 11.1(b)(vii). “Storage Facility” means the energy storage facility described on the Cover Sheet and in Exhibit A, located at the Site and including the Energy Management System and mechanical equipment and associated facilities and equipment required to deliver Storage Product (but excluding any Shared Facilities), and as such storage facility may be expanded or otherwise modified from time to time in accordance with the terms of this Agreement. “Storage Facility Meter” means a CAISO Approved Meter, along with a CAISO-approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, the amount of Charging Energy delivered to the Storage Facility Metering Point and the amount of Discharging Energy discharged from the Storage Facility at the Storage Facility Metering Points to the Delivery Point for the purpose of invoicing in accordance with Section 8.1. The Facility will contain multiple measurement devices that will make up the Storage Facility Meter, and, unless otherwise indicated, references to the Storage Facility Meter shall mean all such measurement devices and the aggregated data of all such measurement devices, taken together.

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24 “Storage Facility Metering Point” means the location or locations of the Storage Facility Meter shown on Exhibit R.
“Storage Payment” has the meaning set forth in Exhibit C. “Storage Product” means (a) Discharging Energy, (b) Capacity Attributes, if any, (c) Storage Capacity, and (d) Ancillary Services (as defined in the CAISO Tariff), if any, in each case arising from or relating to the Storage Facility.
“Storage Rate” has the meaning set forth on the Cover Sheet. “Stored Energy Level” means, at a particular time, the amount of Energy in the Storage Facility available to be discharged as Discharging Energy, expressed in MWh. “Summer Delivered Capacity Limit” means, for each day during the Summer Period, , as a minimum for the Delivery Period. If the Participating Transmission Owner provides Seller notice that the
applicable to the Summer Period to a value greater than and such increased rating is utilized in the CAISO Full Network Model, then the Summer Delivered Capacity Limit will increase to an amount equal to of such increased rating.
“Summer Excess Generating Facility Energy” means, for each Settlement Interval during the Summer Period, (a) the amount of energy expressed in MWh that the Facility is capable of producing and delivering to either the Storage Facility or the Delivery Point for such Settlement Interval whether or not it is actually generated or delivered, determined in the same manner as Deemed Delivered Energy (but excluding any such energy that could not have been delivered to the Storage Facility during such Settlement Interval due to the unavailability of the Storage Facility for any reason other than events set forth in Section 4.6), minus (b) the product of the Summer Delivered Capacity Limit and the duration of the Settlement Interval, expressed in hours. “Summer Period” means the months of April through October during the Delivery Term, provided that if the CAISO establishes a revised set of months as the “summer months” for transmission planning purposes, then such revised set of months shall be the Summer Period. “Summer Reserved Storage Amount” means for each day during the Summer Period, the product of the then-effective Storage Contract Capacity for such day and four (4) hours. “Supplementary Storage Capacity Test Protocol” has the meaning set forth in Exhibit O.
“Supply Plan” has the meaning set forth in the CAISO Tariff. “System Emergency” means any condition that requires, as determined and declared by CAISO or the PTO, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability.

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25 “Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Tax Credits” means the PTC, ITC and any other state, local or federal production tax credit, depreciation benefit, tax deduction or investment tax credit specific to the production of renewable energy or investments in renewable energy facilities. “Terminated Transaction” has the meaning set forth in Section 11.2(a). “Termination Payment” has the meaning set forth in Section 11.3. “Test Energy” means Generating Facility Energy delivered (a) commencing on April 1, 2027, and (b) ending upon the occurrence of the Commercial Operation Date; provided, that if the Commercial Operation Date occurs on April 1, 2027, then there will be no Test Energy hereunder. “Test Energy Rate” has the meaning set forth in Section 3.6. “Throughput” means, at any point in time during any day or Contract Year, as applicable, the total cumulative amount of Discharging Energy from the Storage Facility at such point in time during such day or Contract Year, as applicable (expressed in MWh). “Transmission Provider” means any entity or entities transmitting or transporting the Facility Energy on behalf of Seller or Buyer to or from the Delivery Point. “Transmission System” means the transmission facilities operated by the CAISO, now or hereafter in existence, which provide energy transmission service downstream from the Delivery Point.
“Ultimate Parent” means SBE US Holdings One, LLC, a Delaware limited liability company.
“Variable Energy Resource” or “VER” has the meaning set forth in the CAISO Tariff. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate Deficit” has the meaning set forth in Section 4.10(e). “WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.

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26 “WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of October 2022, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

1.2 Rules of Interpretation. In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders; (c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified;
(e) a reference to a document or agreement, including this Agreement means such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement;
(f) a reference to a Person includes that Person’s successors and permitted assigns;
(g) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided; (h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term;
(j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this

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27 Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and
(l) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2
TERM; CONDITIONS PRECEDENT

2.1 Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions set forth herein (“Contract Term”); provided, however, that subject to Buyer’s obligations in Section 3.6, Buyer’s obligations to pay for or accept any Product are subject to Seller’s completion of the conditions precedent pursuant to Section 2.2. (b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Article 18 and all indemnity and audit rights shall remain in full force and effect for two (2) years following the termination of this Agreement.

2.2 Conditions Precedent. Seller shall provide Notice to Buyer of the expected Commercial Operation Date at least thirty (30) days in advance of such date. Seller shall provide Notice to Buyer when Seller believes it has provided the required documentation to Buyer and met all the conditions precedent set forth below for achieving Commercial Operation. Following Buyer’s receipt of such Notice, Buyer shall have five (5) Business Days to approve or reject Seller’s request for confirmation of Commercial Operation, which, if confirmed, shall be deemed to have occurred as of the date of such Notice. If Buyer fails to respond to Seller’s Notice within such five (5) Business Day period, Buyer will be deemed to have approved Seller’s request for confirmation of Commercial Operation. Upon Buyer’s approval (or deemed approval) of Seller’s achievement of Commercial Operation, Buyer shall provide Seller with written acknowledgement of the Commercial Operation Date. If Buyer rejects Seller’s Notice of Commercial Operation, Buyer will provide a detailed statement of the reasons for such rejection together with its Notice of such rejection. If Seller disagrees with Buyer’s rejection of Seller’s Notice of Commercial Operation or if the Parties are unable to address the concerns stated in Buyer’s Notice of rejection to the mutual satisfaction of both Parties, then Seller may initiate the expedited dispute resolution process set forth in Section 15.3. If Seller initiates the expedited dispute resolution process and it is determined pursuant to such dispute resolution process that Seller met the requirements for Commercial Operation set forth in this Section 2.2, Commercial Operation shall occur as of the date that the requirements for Commercial Operation were initially satisfied, as determined pursuant to such dispute resolution process.

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28 (a) Seller has delivered to Buyer (i) a completion certificate from a Licensed Professional Engineer substantially in the form of Exhibit H and (ii) a certificate from a Licensed Professional Engineer substantially in the form of Exhibit I setting forth the Installed Capacity on the Commercial Operation Date;
(b) A Participating Generator Agreement and a Meter Service Agreement between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer;
(c) An Interconnection Agreement between Seller and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits for operation of the Facility have been obtained (or if not obtained, applied for and reasonably expected to be received within ninety (90) days) and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied and shall be in full force and effect, and Seller has delivered to Buyer an attestation certificate from an officer of Seller certifying to the satisfaction of this condition;]
(e) Seller has received CEC Precertification of the Generating Facility (and reasonably expects to receive final CEC Certification and Verification for the Generating Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements, including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system;
(g) The Facility has successfully completed all testing required by Prudent Operating Practice or any requirement of Law to operate the Facility; (h) Insurance requirements for the Facility that are required to be in place during the Delivery Term have been met, with evidence provided in writing to Buyer, in accordance with Section 17.1;
(i) Seller has delivered the Performance Security to Buyer in accordance with Section 8.8; and
(j) Seller has paid Buyer for all amounts owing under this Agreement, if any, including Construction Delay Damages and COD Delay Damages.

2.3 Development; Construction; Progress Reports. Within fifteen (15) days after the close of (i) each calendar quarter from the first calendar quarter following the Effective Date

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

2.4 Remedial Action Plan. If Seller becomes aware that it will not achieve the Construction Start Date by the Guaranteed Construction Start Date, Seller shall submit to Buyer, within ten (10) Business Days of becoming aware that the Guaranteed Construction Start Date will be missed, a remedial action plan (“Remedial Action Plan”), which will describe in detail any delays (actual or anticipated) beyond the scheduled Guaranteed Construction Start Date, including the cause of the delay, and Seller’s detailed description of its proposed course of action to achieve the Commercial Operation Date by the Guaranteed Commercial Operation Date; provided, that delivery of any Remedial Action Plan shall not relieve Seller of its obligation to achieve the Guaranteed Commercial Operation Date in accordance with the terms of this Agreement. Subject to the provisions of Exhibit B, so long as Seller complies with its obligations under this Section

2.4, Seller shall not be considered in default of its obligations under this Agreement solely as a result of missing any Milestone, including the Guaranteed Construction Start Date.

ARTICLE 3

PURCHASE AND SALE

3.1 Purchase and Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Buyer will purchase and receive all the Product produced by or associated with the Facility at the Contract Price and in accordance with Exhibit C, and Seller shall supply and deliver to Buyer all the Product produced by or associated with the Facility (net of applicable losses). At its sole discretion, Buyer may during the Delivery Term re-sell all or a portion of the Product, provided that no such re-sale or use shall relieve Buyer of any obligations hereunder. During the Delivery Term, Buyer will have exclusive rights to offer, bid, or otherwise submit the Product, or any Capacity Attributes thereof, from the Facility after the Delivery Point for resale in the market, and retain and receive any and all related revenues. Subject to Buyer’s obligation to purchase Capacity Attributes and Storage Product in accordance with this Section

3.1 and Exhibit C, Buyer has no obligation to purchase from Seller any Product for which the associated Generating Facility Energy is not or cannot be delivered to the Delivery Point as a result of an outage of the Facility, a Force Majeure Event, or a Curtailment Order.

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

3.3 Imbalance Energy. Buyer and Seller recognize that in any given Settlement Period

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30 the amount of Facility Energy may deviate from the amount of Energy scheduled with the CAISO.

To the extent there are such deviations, any costs or revenues from such imbalances shall be allocated to the Party that is acting as Scheduling Coordinator for the Facility.

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

3.5 Future Environmental Attributes.
(a) The Parties acknowledge and agree that as of the Effective Date, environmental attributes sold under this Agreement are restricted to Green Attributes; however, Future Environmental Attributes may be created by a Governmental Authority through Laws enacted after the Effective Date. Subject to the final sentence of this Section 3.5(a), and Sections

3.5(b) and 3.12, in such event, Buyer shall bear all costs associated with the transfer, qualification, verification, registration and ongoing compliance for such Future Environmental Attributes, but there shall be no increase in the Contract Price. Upon Seller’s receipt of Notice from Buyer of Buyer’s intent to claim such Future Environmental Attributes, the Parties shall determine the necessary actions and additional costs associated with such Future Environmental Attributes.

Seller shall have no obligation to alter the Facility unless the Parties have agreed on all necessary terms and conditions relating to such alteration and Buyer has agreed to reimburse Seller for all costs, losses, and liabilities associated with such alteration. (b) If Buyer elects to receive Future Environmental Attributes pursuant to Section 3.5(a), the Parties agree to negotiate in good faith with respect to the development of further agreements and documentation necessary to effectuate the transfer of such Future Environmental Attributes, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs to Buyer, as set forth above; provided, that the Parties acknowledge and agree that such terms are not intended to alter the other material terms of this Agreement.

3.6 Test Energy. Prior to April 1, 2027, Seller will be entitled to sell all or any portion of the Product to one or more third parties and to retain all resulting revenue free and clear of any claim by Buyer. If and to the extent the Facility generates Test Energy on or after April 1, 2027, Seller shall sell and Buyer shall purchase from Seller all Test Energy and any associated Products on an as-available basis. As compensation for such Test Energy and associated Product, Buyer shall pay Seller an amount equal to one hundred percent (100%) of all net CAISO revenues received by Buyer for the Generating Facility Energy (the “Test Energy Rate”). For the avoidance of doubt, the conditions precedent in Section 2.2 are not applicable to the Parties’ obligations under this Section 3.6.

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31 3.7 Capacity Attributes. Seller shall request Partial Capacity Deliverability Status for at least the Storage Contract Capacity in the CAISO generator interconnection process. As between Buyer and Seller, Seller shall be responsible for the cost and installation of any Network Upgrades associated with obtaining such Partial Capacity Deliverability Status. (a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all the Capacity Attributes from the Facility. (c) For the duration of the Delivery Term, subject to Section 3.12, Seller shall take all reasonable actions, including complying with all applicable registration and reporting requirements, and execute all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes committed by Seller to Buyer pursuant to this Agreement.

3.8 Resource Adequacy Failure.
(a) RA Deficiency Determination. Commencing on the RA Guarantee Date, for each RA Shortfall Month, Seller shall pay to Buyer the RA Deficiency Amount as liquidated damages as set forth in Section 3.8(b) and/or provide Replacement RA as set forth in Section 3.8(c), in each case, as the sole remedy for the Capacity Attributes Seller failed to convey to Buyer.
(b) RA Deficiency Amount Calculation. For each RA Shortfall Month, Seller shall pay to Buyer an amount (the “RA Deficiency Amount”) equal to the product of (i) the difference, expressed in kW, of (A) the Guaranteed RA Amount for such Showing Month, minus

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32 (B) the lowest amount of Net Qualifying Capacity included on the Supply Plan as RAR and, if applicable, Local RAR from the Facility by both the CPUC and CAISO for such Showing Month (such difference, the “RA Shortfall”), multiplied by (ii) the sum of (A) the CPM Soft Offer Cap and (B) the CPUC System RA Penalty Price for System RAR (without consideration of any multipli

(c) Seller may, as an alternative to paying RA Deficiency Amounts, deliver Replacement RA in the amount of the RA Shortfall, provided that notice of such Replacement RA capacity is communicated by Seller to Buyer with Replacement RA product information in a written notice substantially in the form of Exhibit M at least thirty (30) days before the Compliance Showing deadline for the applicable Showing Month.

3.9 CEC Certification and Verification. Subject to Section 3.12, Seller shall take all necessary steps including, but not limited to, making or supporting timely filings with the CEC to obtain and maintain CEC Certification and Verification for the Generating Facility throughout the Delivery Term, including compliance with all applicable requirements for certified facilities set forth in the current version of the RPS Eligibility Guidebook (or its successor). Seller shall obtain CEC Precertification by the Commercial Operation Date. Within thirty (30) days after the Commercial Operation Date, Seller shall apply with the CEC for final CEC Certification and Verification. Within one hundred eighty (180) days after the Commercial Operation Date, subject to Section 3.12, Seller shall obtain and maintain throughout the remainder of the Delivery Term the final CEC Certification and Verification. Seller must promptly notify Buyer and the CEC of any changes to the information included in Seller’s application for CEC Certification and Verification for the Generating Facility.

3.10 Reserved.

3.11 California Renewables Portfolio Standard.
(a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Facility qualifies and is certified by the CEC as an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Facility’s electrical energy output delivered to

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33 Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. The term “commercially reasonable efforts” as used in this Section 3.11 means efforts consistent with and subject to Section

3.12. [STC 6].
(b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Period of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1]. (c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in WREGIS will be taken prior to the first delivery under this Agreement. [STC REC-2].

3.12 Compliance Expenditure Cap.
(a) The Parties acknowledge that an essential purpose of this Agreement is to provide renewable generation that meets the requirements of the California Renewables Portfolio Standard and that Governmental Authorities, including the CEC, CPUC, CAISO and WREGIS, may undertake actions to implement changes in Law. Subject to Section 3.12(b), Seller agrees to use commercially reasonable efforts to cooperate with respect to any future changes to this Agreement needed to satisfy requirements of Governmental Authorities associated with changes in Law relating to Green Attributes and/or Capacity Attributes to maximize benefits to Buyer, including: (i) the modification of the description of Green Attributes and/or Capacity Attributes as may be required, including updating the Agreement to reflect any mandatory contractual language required by Governmental Authorities; (ii) submission of any reports, data, or other information required by Governmental Authorities; or (iii) all other actions that may be required to assure that this Agreement or the Generating Facility is eligible as an ERR and for other benefits under the California Renewables Portfolio Standard.
(b) If a change in Laws occurring after the Effective Date has increased Seller’s known or reasonably expected costs (A) to cause the Generating Facility, the Energy generated by the Generating Facility, or the associated Green Attributes to be in compliance with the RPS or to obtain, maintain, convey or effectuate Buyer’s use of any Green Attributes, or (B) or to obtain, maintain, convey or effectuate Buyer’s use of any Capacity Attributes, Resource Adequacy Benefits, or Ancillary Services, or (C) a change in WREGIS Operating Rules or CRS requirements after the Effective Date increases Seller’s costs to comply with its obligations under Section 4.10 or Section 4.12, then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (any action required to be taken by Seller to comply with such change in Law, a

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34 “Compliance Action”), then the Parties agree that the maximum aggregate amount of costs and expenses Seller shall be required to bear during the Delivery Term to comply with all of such obligations shall be capped at of Contract
Capacity in aggregate over the Contract Term (the “Compliance Expenditure Cap”). (c) If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall provide Notice to Buyer of such anticipated out-of-pocket expenses. (d) Buyer will have sixty (60) Days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs (including lost production, if any), the “Accepted Compliance Costs”), or (2) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller. (e) If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.

Any change in the value of any attributes provided by Seller to Buyer resulting from any change in Law shall not affect the Contract Price or Buyer’s obligation to pay Seller for any attributes delivered.

3.13 Project Configuration. In order to optimize the benefits of the Facility, Buyer and Seller each agree that if requested by the other Party, then Buyer and Seller will discuss in good faith potential reconfiguration of the Facility or Interconnection Facilities; provided, neither Party shall be obligated to agree to any changes under this Agreement, or to incur any expense in connection with such changes, except under terms mutually acceptable to both Parties (and Seller’s Lenders) in their sole discretion as set forth in a written agreement executed by the Parties.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1 Delivery.
(a) Energy. Subject to the provisions of this Agreement, commencing on the Commercial Operation Date and continuing through the end of the Contract Term, Seller shall supply and deliver the Product to Buyer at the Delivery Point, and Buyer shall take delivery of the Product at the Delivery Point in accordance with the terms of this Agreement. Seller shall be responsible for paying or satisfying when due any costs or charges imposed in connection with the delivery of Facility Energy to the Delivery Point, including without limitation, Station Use, Electrical Losses, any costs associated with delivering the Charging Energy from the Generating Facility or the Delivery Point to the Storage Facility (but excluding the cost of Charging Energy

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35 itself), and any operation and maintenance charges imposed on Seller by the Transmission Provider directly relating to the Facility’s operations. Buyer shall be responsible for all costs, charges and penalties, if any, imposed in connection with the delivery of Facility Energy at and after the Delivery Point, including without limitation transmission costs and transmission line losses and imbalance charges, and supplying any non-Generating Facility Charging Energy to the Delivery Point. The Facility Energy, any other Products, and non-Generating Facility Charging Energy will be scheduled to the CAISO by Buyer (or Buyer’s designated Scheduling Coordinator) in accordance with Exhibit D.
(b) Green Attributes. All Green Attributes associated with the Facility during the Delivery Term are exclusively dedicated to and vested in Buyer. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Facility, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Facility. Buyer acknowledges that the Green Attributes that could be produced by the Generating Facility may be reduced due to Storage Facility efficiency losses. For the avoidance of doubt, a reduction in WREGIS Certificates due to Storage Facility efficiency losses will not be deemed a WREGIS Certificate Deficit.
(c) Summer Delivered Capacity Limit. The Parties acknowledge and agree that (i) the combination of the Generating Facility and Storage Facility output delivered to the Delivery Point may not exceed the Summer Delivered Capacity Limit during the Summer Period, and (ii) the Storage Facility has been sized to enable Summer Excess Facility Energy in the amount of the Summer Reserved Storage Amount to be stored in the Storage Facility each day during the Summer Period. During the Summer Period, Buyer will retain the right to issue Charging Notices and Discharging Notices as set forth in Section 4.5 (including any limitations specified therein); provided, however, that (x) for any Settlement Interval during the Summer Period, if the Storage Facility does not receive a Charging Notice directing one hundred percent (100%) of the Summer Excess Generating Facility Energy for such Settlement Interval to be delivered to the Storage Facility as Charging Energy, then the portion of such Summer Excess Facility Energy that is not directed to be delivered as Charging Energy will be Deemed Delivered Energy for all purposes hereunder, and (y) for each day during the Summer Period, once the aggregate Summer Excess Facility Energy for such day equals the Summer Reserved Storage Amount, the foregoing clause (x) will cease to apply with respect to any subsequent Summer Excess Facility Energy for the remainder of such day.

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

4.3 Forecasting. Seller shall provide the forecasts described below at its sole expense

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36 and in a format acceptable to Buyer (or Buyer’s designee). Seller shall use reasonable efforts to provide forecasts that are accurate and, to the extent not inconsistent with the requirements of this Agreement, shall prepare such forecasts, or cause such forecasts to be prepared, in accordance with Prudent Operating Practices.
(a) Annual Forecast of Energy. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the beginning of each calendar year for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer and Buyer’s SC (if applicable) a non-binding forecast of each month’s average-day expected Energy, by hour, for the following calendar year in a form substantially similar to the table found in Exhibit F-1, or as reasonably requested by Buyer.
(b) Monthly Forecast of Energy and Available Generating Capacity. No less than thirty (30) days before the beginning of Commercial Operation, and thereafter ten (10) Business Days before the beginning of each month during the Delivery Term, Seller shall provide to Buyer and Buyer’s SC (if applicable) a non-binding forecast of the hourly expected Energy, Available Generating Capacity and Storage Capacity for each day of the following month in a form substantially similar to the table found in Exhibit F-2 (“Monthly Delivery Forecast”). (c) Day-Ahead Forecast. By 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, or as otherwise specified by Buyer consistent with Prudent Operating Practice, Seller shall provide Buyer with a non-binding forecast of (i) Available Generating Capacity, (ii) Storage Capacity and (iii) hourly expected Energy, in each case, for each hour of the immediately succeeding day (“Day-Ahead Forecast”). A Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include non-binding forecasts for the immediate day, each succeeding non-Business Day and the next Business Day. Each Day-Ahead Forecast shall clearly identify, for each hour, Seller’s non-binding best estimate of (i) the Available Generating Capacity, (ii) the Storage Capacity and (iii) the hourly expected Energy.

These Day-Ahead Forecasts shall be sent to Buyer’s SC. If Seller fails to provide Buyer with a Day-Ahead Forecast as required herein for any period, then for such unscheduled delivery period only Buyer shall rely on (in order of priority) (1) any Real-Time Forecast provided in accordance with Section 4.3(d), or (2) the Monthly Delivery Forecast or (3) Buyer’s best estimate based on information reasonably available to Buyer.
(d) Real-Time Forecasts. During the Delivery Term, Seller shall notify Buyer and Buyer’s SC (if applicable) of any changes from the Day-Ahead Forecast via a direct data feed to Buyer’s SC (such feed to be provided by Seller at Seller’s expense) of one (1) MW or more in (i) Available Generating Capacity, (ii) Storage Capacity or (iii) hourly expected Energy, in each case, whether due to Forced Facility Outage, Force Majeure or other cause, as soon as reasonably possible, but no later than one (1) hour prior to the deadline for submitting Schedules to the CAISO in accordance with the rules for participation in the Real-Time Market. If the Available Generating Capacity, Storage Capacity, or hourly expected Energy changes by at least one (1) MW as of a time that is less than one (1) hour prior to the Real-Time Market deadline, but before such deadline, then Seller must notify Buyer and Buyer’s SC (if applicable) as soon as reasonably possible. Such Real-Time Forecasts of Energy shall be provided by an Approved Forecast Vendor. With respect to any Forced Facility Outage, Seller shall use reasonable efforts in accordance with Prudent

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37 Operating Practice to notify Buyer and Buyer’s SC (if applicable) of such outage as soon as practicable after the commencement of the Forced Facility Outage and shall contain information regarding the beginning date and time of the event resulting in the change in Available Generating Capacity, Storage Capacity, or hourly expected Energy, as applicable, the expected end date and time of such event, and any other information required by the CAISO or reasonably requested by Buyer, in each case, to the extent known at such time. Seller shall inform Buyer and Buyer’s SC (if applicable) of any developments that will affect either the duration of such outage or the availability of the Facility during or after the end of such outage. These Real-Time Forecasts shall be communicated in a method reasonably acceptable to Buyer and Seller; provided that Buyer specifies the method no later than ten (10) Business Days prior to the effective date of such requirement. In the event Buyer fails to provide Notice of an acceptable method for communications under this Section 4.3(d), then Seller shall send such communications by telephone and e-mail to Buyer.
(e) Forced Facility Outages. Notwithstanding anything to the contrary herein, Seller shall promptly notify Buyer’s SC of Forced Facility Outages and Seller shall keep Buyer informed of any developments that will affect either the duration of the outage or the availability of the Facility during or after the end of the outage.
(f) Forecasting Penalties. Subject to a Force Majeure Event, in the event Seller does not in a given hour provide the forecast required in Section 4.3(c) and Buyer incurs a loss or penalty resulting from its scheduling activities with respect to Generating Facility Energy during such hour, Seller shall be responsible for a Forecasting Penalty for each such hour. Settlement of Forecasting Penalties shall occur as set forth in Article 8 of this Agreement. (g) CAISO Tariff Requirements. Subject to the limitations expressly set forth in Section 3.12, to the extent such obligations are applicable to the Facility, Seller will comply with all applicable obligations for Variable Energy Resources under the CAISO Tariff and the Eligible Intermittent Resource Protocol, including providing appropriate operational data and meteorological data, and will fully cooperate with Buyer, Buyer’s SC, and CAISO, in providing all data, information, and authorizations required thereunder.

4.4 Dispatch Down/Curtailment.
(a) General. Seller agrees to reduce the amount of Generating Facility Energy produced by the Generating Facility, by the amount and for the period set forth in any Curtailment Order, Buyer Curtailment Order, or notice received from CAISO in respect of a Buyer Bid Curtailment, provided that Seller is not required to reduce such amount to the extent it is inconsistent with the limitations of the Generating Facility. (b) Buyer Curtailment. Buyer shall have the right to order Seller to curtail deliveries of Generating Facility Energy through Buyer Curtailment Orders, provided that Buyer shall pay Seller for all Deemed Delivered Energy associated with a Buyer Curtailment Period in excess of the Curtailment Cap at the Renewable Rate and, if applicable, the PTC Amount, in accordance with Exhibit C.

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38 (c) Failure to Comply. If Seller fails to comply with a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, then, for each MWh of Generating Facility Energy that is delivered by the Facility to the Delivery Point in contradiction to the Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, Seller shall pay Buyer for each such MWh at an amount equal to the sum of (A) + (B) + (C), where: (A) is the amount, if any, paid to Seller by Buyer for delivery of such excess MWh and, (B) is the sum, for all Settlement Intervals with a Negative LMP during the Buyer Curtailment Period or Curtailment Period, of the absolute value of the product of such excess MWh in each Settlement Interval and the Negative LMP for such Settlement Interval, and (C) is any penalties assessed by the CAISO or other charges assessed by the CAISO resulting from Seller’s failure to comply with the Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order.
(d) Generating Facility Energy will have priority over Discharging Energy from the Storage Facility. Except as set forth in Section 4.1(c) with respect to Summer Excess Generating Facility Energy, if the Storage Facility has less than one hundred percent (100%) State of Charge during any Curtailment Period or during a Buyer Curtailment Period, to the extent permitted under the CAISO Tariff, Generating Facility Energy will be used to charge the Facility until it reaches a one hundred percent (100%) State of Charge. (e) Seller Equipment Required for Curtailment Instruction Communications.

Subject to Section 3.12, Seller shall acquire, install, and maintain such facilities, communications links and other equipment, and implement such protocols and practices, as necessary to respond and follow instructions, including an electronic signal conveying real time and intra-day instructions, to operate the Facility as directed by the Buyer in accordance with this Agreement or a Governmental Authority, including to implement a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order in accordance with the then-current methodology used to transmit such instructions as it may change from time to time. If at any time during the Delivery Term Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with then-current methodologies, Seller shall, subject to Section 3.12, take the steps necessary to become compliant as soon as reasonably possible. Subject to Section 3.12, Seller shall be liable pursuant to Section 4.4(c) for failure to comply with a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order, during the time that Seller’s facilities, communications links or other equipment, protocols or practices are not in compliance with then-current methodologies. For the avoidance of doubt, a Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order communication via such systems and facilities shall have the same force and effect on Seller as any other form of communication.

4.5 Charging Energy Management.
(a) Generally. Upon receipt of a valid Charging Notice, Seller shall take any and all action necessary to deliver the Charging Energy to the Storage Facility in order to deliver the Storage Product in accordance with the terms of this Agreement, including maintenance, repair or replacement of equipment in Seller’s possession or control used to deliver the Charging Energy to the Storage Facility. Except as expressly set forth in this Agreement, including Section 4.5(c) and Section 4.9(b), Buyer shall be responsible for paying all CAISO costs and charges associated with charging of the Storage Facility.

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39 (b) Charging Notices. During the Delivery Term, Buyer will have the right to charge the Storage Facility seven (7) days per week and twenty-four (24) hours per day (including holidays), by providing Charging Notices to Seller electronically, provided, that Buyer’s right to issue Charging Notices is subject to Facility availability and the requirements and limitations set forth in this Agreement, including the Operating Restrictions and the provisions of Section 4.5(a).

Each Charging Notice issued in accordance with this Agreement will be effective unless and until such Charging Notice is modified with an updated Charging Notice (including as automatically updated in accordance with the definition of Charging Notice). Seller shall comply with all valid Charging Notices, subject to Facility availability and the requirements and limitations set forth in this Agreement, including the Operating Restrictions.
(c) No Unauthorized Charging. Seller shall not charge the Storage Facility during the Delivery Term other than pursuant to a valid Charging Notice, or in connection with a Seller Initiated Test (including Facility maintenance or a Storage Capacity Test), or pursuant to a notice from CAISO, the PTO, Transmission Provider, or any other Governmental Authority. If, during the Delivery Term, Seller (i) charges the Storage Facility to a Stored Energy Level greater than the Stored Energy Level provided for in the Charging Notice or (ii) charges the Storage Facility in violation of the first sentence of this Section 4.5(c), then (x) Seller shall be responsible for all Energy costs associated with such charging of the Storage Facility, (y) Buyer shall not be required to pay for the charging of such Energy (i.e., Charging Energy), and (z) Buyer shall be entitled to discharge such Energy and entitled to all of the benefits (including Storage Product) associated with such discharge.
(d) Discharging Notices. During the Delivery Term, Buyer will have the right to discharge the Storage Facility seven (7) days per week and twenty-four (24) hours per day (including holidays), by providing Discharging Notices to Seller electronically, and subject to Facility availability and the requirements and limitations set forth in this Agreement, including the Operating Restrictions. Seller shall comply with all valid Discharging Notices, subject to Facility availability and the requirements and limitations set forth in this Agreement, including the Operating Restrictions. Each Discharging Notice issued in accordance with this Agreement will be effective unless and until Buyer modifies such Discharging Notice by providing Seller with an updated Discharging Notice.
(e) No Unauthorized Discharging. Seller shall not discharge the Storage Facility during the Delivery Term other than pursuant to a valid Discharging Notice, or in connection with a Seller Initiated Test (including Facility maintenance or a Storage Capacity Test), or pursuant to a notice from CAISO, the PTO, Transmission Provider, or any other Governmental Authority. If, during the Delivery Term, Seller (i) discharges the Storage Facility other than as provided for in the Discharging Notice or (ii) discharges the Storage Facility in violation of the first sentence of this Section 4.5(c), then (x) Seller shall be responsible for all Energy costs associated with such discharging of the Storage Facility, (y) Buyer shall not be required to pay for the discharging of such Energy (i.e., Discharging Energy), and (z) Buyer shall be entitled to all of the benefits (including Storage Product) associated with such discharge. (f) Curtailments. Notwithstanding anything in this Agreement to the contrary, during any Settlement Interval, Curtailment Orders, Buyer Curtailment Orders, and Buyer Bid

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40 Curtailments applicable to such Settlement Interval shall have priority over any Charging Notices and Discharging Notices applicable to such Settlement Interval, and Seller shall have no liability for violation of this Section 4.5 or any Charging Notice or Discharging Notice if and to the extent such violation is caused by Seller’s compliance with any Curtailment Order, Buyer Curtailment Order, Buyer Bid Curtailment, or other instruction or direction from a Governmental Authority or the PTO or the Transmission Provider, or compliance with the Operating Restrictions. Buyer shall have the right, but not the obligation, to provide Seller with updated Charging Notices and Discharging Notices during any Buyer Curtailment Order, Buyer Bid Curtailment or Curtailment Order consistent with the Operating Restrictions.
(g) Pre-Commercial Operation Date Period, etc. Prior to the Commercial Operation Date, (i) Buyer shall have no rights to issue or cause to be issued Charging Notices or Discharging Notices, (ii) Seller shall have exclusive rights to test, charge and discharge the Storage Facility, and (iii) all CAISO costs, revenues, penalties and other amounts owing to or paid by CAISO in respect of the Storage Facility shall be for Seller’s account. Seller is responsible to procure, at its own cost, any energy required for commissioning purposes and to arrange to discharge such energy into the grid. Upon the Commercial Operation Date, Buyer shall have exclusive rights to issue or cause to be issued Charging Notices or Discharging Notices and all CAISO costs, revenues, penalties and other amounts owing to or paid by CAISO in respect of the Storage Facility operations shall be for Buyer’s account. (h) Station Use.
(i) Grid Charging. At all times during each Contract Year, the aggregate Contract Year-to-date Charging Energy provided from a source other than the Generating Facility must be equal to or less than of the total aggregate Contract Year-to-date Charging Energy provided from all sources. If there is a change in Law or related guidance promulgated or issued by a Governmental Authority with respect to the maximum level of non-Generating Facility Energy that can be used as Charging Energy without adversely impacting the Facility’s (or any portion thereof) eligibility for property tax exclusions or exemptions, then the Parties will negotiate in good faith to conform this Section 4.5(i) and the Operating Restrictions to such change in Law or related guidance as necessary to ensure that the Facility maintains eligibility for all potentially available property tax exclusions or exemptions.

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41 4.6 Reduction in Energy Delivery Obligation. For the avoidance of doubt, and in no way limiting Section 3.1, Section 4.7, or Exhibit G or Exhibit P:
(a) Facility Maintenance. Subject to providing Buyer one-hundred twenty (120) days prior Notice, Seller shall schedule all Planned Outages within the time period determined by the CAISO for the Facility as a Resource Adequacy Resource that is subject to the Availability Standards, to qualify for an “Approved Maintenance Outage” under the CAISO Tariff, and Seller shall reimburse Buyer for any cost Buyer incurs in connection therewith (including the cost of any replacement Capacity Attributes as required by the CAISO). During the five-month period from June 1 to October 31 during the Delivery Term, Seller shall not schedule any non-emergency maintenance that reduces the energy generation capability of the Facility, unless (i) such outage is required to avoid an emergency or damage to the Facility or its Interconnection Facilities, (ii) such maintenance is necessary to maintain equipment warranties or is otherwise required by the equipment manufacturer and cannot be scheduled outside the months of June to October, (iii) such outage is in connection with Force Majeure events, (iv) such outage is required by law, or the requirements of CAISO or the interconnecting utility and/or each other applicable Governmental Authority, or (v) the Parties agree otherwise in writing. (b) Forced Facility Outage. Seller shall be permitted to reduce deliveries of Product other than Capacity Attributes during any Forced Facility Outage. Seller shall provide Buyer with Notice and expected duration (if known) of any Forced Facility Outage. (c) System Emergencies and other Interconnection Events. Seller shall be permitted to reduce deliveries of Product other than Capacity Attributes during any period of System Emergency, Buyer Curtailment Period or upon Notice of a Curtailment Order pursuant to the terms of this Agreement, the Interconnection Agreement or applicable tariff. (d) Force Majeure Event. Seller shall be permitted to reduce deliveries of Product other than Capacity Attributes during any Force Majeure Event, so long as Seller complies with the applicable requirements of Article 10.
(e) Health and Safety. Seller shall be permitted to reduce deliveries of Product other than Capacity Attributes as necessary to maintain health and safety pursuant to Section 6.2.

4.7 Guaranteed Energy Production. During each Performance Measurement Period, Seller shall deliver to Buyer an amount of Generating Facility Energy, not including any Excess MWh, equal to no less than the Guaranteed Energy Production. For purposes of determining whether Seller has achieved the Guaranteed Energy Production, Seller shall be deemed to have delivered to Buyer all (a) Deemed Delivered Energy and (b) Lost Output for the Performance Measurement Period. If Seller fails to achieve the Guaranteed Energy Production amount in any Performance Measurement Period, Seller shall pay Buyer damages calculated in accordance with Exhibit G (“GEP Damages”); provided, Seller may, as an alternative to paying GEP Damages, provide Replacement Product in accordance with Exhibit G.

4.8 Storage Availability and Efficiency Rate.

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42 (a) During the Delivery Term, the Storage Facility shall maintain an Annual Storage Availability during each Contract Year of no less than the Guaranteed Storage Availability, which Annual Storage Availability shall be calculated in accordance with Exhibit P.

If the Annual Storage Availability for any Contract Year is less than the Guaranteed Storage Availability, then then Seller shall owe Buyer an Availability Adjustment Payment (as determined in accordance with Exhibit P). Seller shall provide Buyer with monthly updates on Seller’s Contract Year-to-date Annual Storage Availability.
(b) During the Delivery Term, the Storage Facility shall maintain an Efficiency Rate, calculated pursuant to a Storage Capacity Test, of no less than the Guaranteed Efficiency Rate. If the Efficiency Rate during any month is less than the Guaranteed Efficiency Rate, Seller shall owe liquidated damages pursuant to Exhibit C.
(c) Buyer’s sole and exclusive remedies for Seller’s failure to achieve the Guaranteed Storage Availability and the Guaranteed Efficiency Rate are: (i) for the Guaranteed Storage Availability, (A) the Availability Adjustment Payment, as set forth in Exhibit P, and (B) the Seller Event of Default as set forth in Section 11.1(b)(vii) and the applicable remedies set forth in Article 11; and (ii) for the Guaranteed Efficiency Rate, (A) the liquidated damages for failure to achieve the Guaranteed Efficiency Rate, as set forth in Exhibit C, and (B) the Seller Event of Default as set forth in Section 11.1(b)(x).

4.9 Storage Capacity Tests.
(a) Prior to the Commercial Operation Date, Seller shall schedule and complete a Storage Capacity Test in accordance with Exhibit O. Thereafter, Seller and Buyer shall have the right to run retests of the Storage Capacity Test in accordance with Exhibit O. (b) Buyer shall have the right to send one or more representative(s) to witness all Storage Capacity Tests. Alternatively, to the extent that any Storage Capacity Tests are done remotely, and no representatives are needed on site, Seller shall arrange for both Parties to have access to all applicable data and other information arising out of such tests. Buyer shall be responsible for all costs, expenses and fees payable or reimbursable to its representative(s) witnessing any Storage Capacity Test. For any Storage Capacity Tests initiated by Seller (“Seller Initiated Test”), including all tests conducted prior to Commercial Operation, any Commercial Operation Storage Capacity Test, any Storage Capacity Test conducted if the Storage Contract Capacity immediately prior to such Storage Capacity Test is below of the Installed Battery Capacity, and other Seller-requested discretionary tests or dispatches, Seller shall (i) not be entitled to the Renewable Rate for associated Charging Energy, (ii) be liable for all CAISO costs and charges for associated Charging Energy, and (iii) be entitled to any CAISO revenues associated with Discharging Energy. For any Storage Capacity Tests initiated by Buyer, including any test required by CAISO and all required annual tests pursuant to Exhibit O (“Buyer Dispatched Test”), Buyer shall (x) pay Seller the Renewable Rate for associated Charging Energy, (y) be liable for all CAISO costs and charged for associated Charging Energy, and (z) be entitled to any CAISO revenues associated with associated Discharging Energy. No Charging Notices or Discharging Notices shall be issued during any Seller Initiated Test. Charging Notices or Discharging Notices may be issued during a Buyer Dispatched Test as reasonably necessary to

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43 implement the applicable test. The Storage Facility shall be deemed unavailable during any Seller Initiated Test. Any Buyer Dispatched Test shall be deemed an Excused Event for the purposes of calculating the Annual Storage Availability.
(c) Following each Storage Capacity Test, Seller shall submit a testing report in accordance with Exhibit O. If the actual capacity or efficiency rate determined pursuant to a Storage Capacity Test varies from the then current Storage Contract Capacity and/or Efficiency Rate, as applicable, then the actual capacity and/or efficiency rate, as applicable, determined pursuant to such Storage Capacity Test shall become the new Storage Contract Capacity (not to exceed the original Storage Contract Capacity set forth on the Cover Sheet, as such original Storage Contract Capacity on the Cover Sheet may have been adjusted (if at all) pursuant to Section 5 of Exhibit B) and/or Efficiency Rate at the beginning of the day following the completion of the test for all purposes under this Agreement, including compensation under Exhibit C, until a revised Storage Contract Capacity and/or Efficiency Rate, as applicable, is established pursuant to a subsequent Storage Capacity Test.

4.10 WREGIS. Seller shall, at its sole expense, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Generating Facility Energy or Facility Energy, as applicable, are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer’s sole benefit. Seller shall transfer the Renewable Energy Credits to Buyer. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. (a) Prior to the Commercial Operation Date, Seller shall register the Facility with WREGIS and establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall maintain until the end of the Delivery Term. Seller shall transfer the WREGIS Certificates using “Forward Certificate Transfers” (as described in the WREGIS Operating Rules) from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account.
(b) Seller shall cause Forward Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules. Since WREGIS Certificates will only be created for whole MWh amounts of Facility Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate.
(c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Generating Facility Energy or Facility Energy, as applicable, for such calendar month as evidenced by the Facility’s metered data.

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44 (d) Due to the ninety (90) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 8.2, Buyer shall make an invoice payment for a given month in accordance with Section 8.2 before the WREGIS Certificates for such month are formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 4.10. Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 8.2. (e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Generating Facility Energy for the same calendar month (“Deficient Month”) caused by an error or omission of Seller. If any WREGIS Certificate Deficit is caused, or the result of any action or inaction by Seller, then the amount of Facility Energy in the Deficient Month shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article 8 and damages, if any, under Exhibit G for the applicable Contract Year; provided, however, that such adjustment shall not apply to the extent that Seller (x) resolves the WREGIS Certificate Deficit within ninety (90) days after the Deficient Month or (y) provides Replacement Green Attributes within ninety (90) days after the Deficient Month (i) upon a schedule reasonably acceptable to Buyer and (ii) provided that such deliveries do not impose additional costs upon Buyer for which Seller refuses to provide reimbursement. Without limiting Seller’s obligations under this Section 4.10, if a WREGIS Certificate Deficit is caused solely by an error or omission of WREGIS, the Parties shall cooperate in good faith to cause WREGIS to correct its error or omission.
(f) Subject to Section 3.12, if (i) WREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 4.10 after the Effective Date, or (ii) the CEC modifies its RPS Eligibility Guidebook to enable the full amount of Generating Facility Energy to generate WREGIS Certificates, without reduction for Storage Facility efficiency losses, the Parties promptly shall modify this Section 4.10 as reasonably required to cause and enable Seller to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the maximum quantity of WREGIS Certificates that can be transferred to Buyer from the Generating Facility in the same calendar month.

4.11 Interconnection. Seller shall be responsible for all costs of interconnecting the Facility to the Interconnection Point. During the Delivery Term, Seller shall have and maintain interconnection capacity available or allocable to the Facility that is no less than the Dedicated Interconnection Capacity; provided that Buyer acknowledges that such interconnection capacity is subject to reduction, limitation, or curtailment as set forth in the Interconnection Agreement.

4.12 Green-E Certification. Upon request of Buyer and subject to Section 3.12, Seller shall submit, a Green-e® Energy Tracking Attestation Form (“Attestation”) for Product delivered under this Agreement to the Center for Resource Solutions (“CRS”) at https://www.tfaforms.com/4652008 or its successor. Subject to Section 3.12, the Attestation shall be submitted in accordance with the requirements of CRS and shall be submitted within thirty (30) days of Buyer’s request or the last day of the month in which the applicable Generating Facility Energy was generated, whichever is later.

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45 ARTICLE 5
TAXES

5.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to the Facility or on or with respect to the sale and making available of Product to Buyer, that are imposed on Product prior to its delivery to Buyer at the time and place contemplated under this Agreement. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of Product that are imposed on Product at and after its delivery to Buyer at the time and place contemplated under this Agreement (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees), if any.

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

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

ARTICLE 6

MAINTENANCE OF THE FACILITY

6.1 Maintenance of the Facility. Seller shall comply with Law and Prudent Operating Practice relating to the operation and maintenance of the Facility, the generation and sale of Product, and the disposal and recycling of any equipment associated with the Facility, including without limitation, batteries and solar panels.

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

6.3 Shared Facilities. The Parties acknowledge and agree that certain of the Shared Facilities and Interconnection Facilities, and Seller’s rights and obligations under the Interconnection Agreement, may be subject to certain shared facilities and/or co-tenancy

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46 agreements to be entered into among Seller, the Transmission Provider, Seller’s Affiliates, and/or third parties. Seller agrees that any agreements regarding Shared Facilities (i) shall permit Seller to perform or satisfy, and shall not purport to limit, Seller’s obligations hereunder, including providing interconnection capacity for the Facility’s sole use in an amount not less than the Dedicated Interconnection Capacity, (ii) shall provide for separate metering and a separate CAISO Resource ID for the Facility, (iii) shall provide that any other generating or energy storage facilities not included in the Facility but using Shared Facilities shall not be included within the Facility’s CAISO Resource IDs; and (iv) shall provide that any curtailment of the full capacity of Shared Facilities that is ordered by Transmission Provider that Seller and its Affiliates have discretion to allocate across generating or energy storage facilities using the Shared Facilities shall not be allocated to the Facility more than its pro rata portion of the total capacity of all generating or energy storage facilities using the Shared Facilities. Seller shall not, and shall not permit any Affiliate to, allocate to other parties a share of the total interconnection capacity under the Interconnection Agreement in excess of an amount equal to the total interconnection capacity under the Interconnection Agreement minus the Dedicated Interconnection Capacity.

ARTICLE 7

METERING

7.1 Metering.
(a) Unless the Parties agree otherwise pursuant to Section 3.13, the Facility shall have a single CAISO Resource ID for the Facility, which is a combination of the Generating Facility and the Storage Facility. Seller shall measure the amount of Generating Facility Energy using the Generating Facility Meter. Seller shall measure the Charging Energy and the Discharging Energy using the Storage Facility Meter. All meters will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained at Seller’s cost. Subject to meeting any applicable CAISO requirements, the Generating Facility Meter and Storage Facility Meter shall be programmed to adjust for Electrical Losses and Station Use, as applicable, from such meters to the Delivery Point in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld. Seller shall separately meter all Station Use. Metering shall be consistent with the Metering Diagram set forth as Exhibit R, a final version of which shall be provided to Buyer at least thirty (30) days before the Commercial Operation Date. Each Generating Facility Meter and Storage Facility Meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the CAISO meter data directly relating to the Facility and all inspection, testing and calibration data and reports. Seller and Buyer, or Buyer’s Scheduling Coordinator, shall cooperate to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRI-S) (or its successor) or directly from the CAISO meter(s) at the Facility.

7.2 Meter Verification. Seller shall test the Generating Facility Meter and Storage Facility Meter at least annually and more frequently than annually if Buyer or Seller reasonably believe there may be a meter malfunction. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall be notified seven (7) days in advance of such tests and

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47 have a right to be present during such tests. If a meter is inaccurate, it shall be promptly repaired or replaced. If a meter is inaccurate by more than one percent (1%) and it is not known when the meter inaccuracy commenced (if such evidence exists such date will be used to adjust prior invoices), then the invoices covering the period of time since the last meter test shall be adjusted for the amount of the inaccuracy on the assumption that the inaccuracy persisted during one-half of such period so long as such adjustments are accepted by CAISO and WREGIS; provided, such period may not exceed twelve (12) months.

ARTICLE 8
INVOICING AND PAYMENT; CREDIT

8.1 Invoicing. Seller shall use commercially reasonable efforts to deliver an invoice to Buyer within ten (10) days after the end of the prior monthly delivery period. Each invoice shall (a) include records of metered data, including CAISO metering and transaction data sufficient to document and verify the amount of Product delivered by the Facility for any Settlement Period during the preceding month, including the amount of Generating Facility Energy, Charging Energy, Discharging Energy, and Replacement RA delivered to Buyer (if any); the calculation of Deemed Delivered Energy, Lost Output, and Adjusted Energy Production; the LMP prices at the Delivery Point for each Settlement Period; and the Contract Price applicable to such Product in accordance with Exhibit C; (b) reflect any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount; and (c) be in a format reasonably specified by Buyer, covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement. Buyer shall, and shall cause its Scheduling Coordinator to, provide Seller with all reasonable access (including, in real time, to the maximum extent reasonably possible) to any records, including invoices or settlement data from the CAISO, forecast data and other information, all as may be necessary from time to time for Seller to prepare and verify the accuracy of all invoices. The invoice shall be delivered by electronic mail in accordance with Exhibit N.

8.2 Payment. Buyer shall make payment to Seller for Product by wire transfer or ACH payment to the bank account provided on each monthly invoice. Buyer shall pay undisputed invoice amounts within thirty (30) days of Buyer’s receipt of Seller’s invoices; provided, if such due date falls on a weekend or legal holiday, such due date shall be the next Business Day.

Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement. Such late payment charge shall be calculated based on the 3-Month prime rate (or any equivalent successor rate accepted by a majority of major financial institutions) published on the date of the invoice in The Wall Street Journal (or, if The Wall Street Journal is not published on that day, the next succeeding date of publication), plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

8.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices

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48 under this Agreement, for a period of at least five (5) years or as otherwise required by Law. Upon ten (10) Business Days’ Notice to the other Party, either Party shall be granted access to the accounting books and records within the possession or control of the other Party pertaining to all invoices generated pursuant to this Agreement. Seller acknowledges that in accordance with California Government Code Section 8546.7, Seller may be subject to audit by the California State Auditor with regard to Seller’s performance of this Agreement because the compensation under this Agreement exceeds Ten Thousand Dollars ($10,000).

8.4 Invoice Adjustments. Invoice adjustments shall be made if (a) there have been good faith inaccuracies in invoicing or payment that are not otherwise disputed under Section 8.5, (b) an adjustment to an amount previously invoiced or paid is required due to a correction of data by the CAISO, or pursuant to a Storage Capacity Test, or (c) there have been meter inaccuracies; provided, however, that there shall be no adjustments to prior invoices based upon meter inaccuracies expect to the extent that such meter adjustments are accepted by CAISO for revenue purposes. If the required adjustment is in favor of Buyer, Buyer’s next monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section 8.2, accruing from the date on which the adjusted amount should have been due.

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

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

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49 8.7 Seller’s Development Security. To secure its obligations under this Agreement, Seller shall deliver Development Security to Buyer within thirty (30) days of the Effective Date.

Seller shall maintain the Development Security in full force and effect until Buyer is required to return such Development Security hereunder. Upon the earlier of (i) Seller’s delivery of the Performance Security, or (ii) sixty (60) days after termination of this Agreement, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement.

If the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating specified in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have ten (10) Business Days to either post cash or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Development Security.

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

If the Performance Security is not in the form of cash or Letter of Credit, it shall be substantially in the form of Guaranty set forth in Exhibit L. Seller shall maintain the Performance Security in full force and effect, and Seller shall within five (5) Business Days after any draw thereon replenish the Performance Security (including a Guaranty) in the event Buyer collects or draws down any portion of the Performance Security for any reason permitted under this Agreement other than to satisfy a Termination Payment, until the following have occurred: (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of Seller then due and payable under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Performance Security. If the Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the minimum Credit Rating set forth in the definition of Letter of Credit, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit by such issuer, Seller shall have ten (10) Business Days to either post cash or deliver a substitute Letter of Credit that meets the requirements set forth in the definition of Performance Security.

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

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early

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

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

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

ARTICLE 9

NOTICES

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

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

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51 foregoing, invoices sent pursuant to Section 8.1 and Notices of outages or other scheduling or dispatch information or requests may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission.

ARTICLE 10

FORCE MAJEURE

10.1 Definition.
(a) “Force Majeure Event” means any act or event that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, 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 Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic; landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; war; blockade; civil insurrection; riot; civil disturbance; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below. (c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i
(ii) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above that disables physical or electronic facilities necessary to transfer funds to the payee Party; (iv) a Curtailment Order; (v) (vi) any equipment failure except if such equipment
failure is caused by a Force Majeure Event; or (vii) any action or inaction by any third party, including Transmission Provider, that delays or prevents the approval, construction or placement in service of any Interconnection Facilities or Network Upgrades, except to the extent caused by a Force Majeure Event.
(d) Notwithstanding any provision to the contrary, a Force Majeure Event does not excuse Seller’s inability to achieve Construction Start of the Facility following the Guaranteed

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52 Construction Start Date or achieve Commercial Operation following the Guaranteed Commercial Operation Date except to the extent such excuse for Force Majeure Event is allowed pursuant to a Development Cure Period.

10.2 Termination Following Force Majeure Event.
(a) If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be wholly or partially unable to perform its obligations hereunder, and the impacted Party has claimed and received relief from performance of its obligations for a consecutive twelve (12) month period, then the non-claiming Party may terminate this Agreement upon written Notice to the other Party. Upon any such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.1(b), and Buyer shall promptly return to Seller any Performance Security then held by Buyer, less any amounts drawn in accordance with this Agreement. (b) If the cumulative extensions granted under the Development Cure Period equal one hundred eighty (180) days, and one or more delays due to a Force Majeure Event as described in Section 4(b) of Exhibit B are continuing, then (i) Seller may terminate this Agreement upon written Notice of termination to Buyer that shall include documentation or information supporting Seller’s determination that the Commercial Operation Date is not likely to be achieved by the date that is one hundred twenty (120) days after the Guaranteed Commercial Operation Date through the use of commercially reasonable efforts, and Seller’s payment of liquidated damages in the amount of the Development Security, minus the aggregate Delay Damages previously paid by Seller, which, at Seller’s election, may either be paid directly to Buyer with the Notice of termination or drawn from the Development Security, or (ii) if Seller extends the Guaranteed Commercial Operation Date by payment of Commercial Operation Delay Damages for one hundred and twenty (120) days as set forth in Exhibit B and a Force Majeure Event is continuing after such extension, then Seller may terminate this Agreement upon written Notice of termination to Buyer. Upon any such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.1(b), Section 11.6 and Buyer shall promptly return to Seller any Development Security then held by Buyer, less any amounts drawn in accordance with this Agreement.

10.3 Notice for Force Majeure. Within five (5) Business Days of the commencement of Force Majeure Event, the claiming Party shall provide the other Party with oral notice of the event of Force Majeure, and within two (2) weeks of the commencement of a Force Majeure Event the claiming Party shall provide the other Party with notice in the form of a letter describing in detail the occurrence giving rise to the Force Majeure Event, including the nature, cause, estimated date of commencement thereof, and the anticipated extent of any delay or interruption in performance, all as known or estimated in good faith by the claiming Party. Failure to provide timely notice as described in the prior sentence constitutes a waiver of the Force Majeure Event as to all periods prior to the delivery of the notice. Upon written request from the non-claiming Party, the claiming Party shall provide documentation describing the claiming Party’s efforts to overcome the Force Majeure Event. The claiming party shall promptly notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party. The suspension of performance due to a claim of Force Majeure

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53 Event must be of no greater scope and of no longer duration than is required by the Force Majeure Event.

10.4 No Liability If a Force Majeure Event Occurs. Except as provided in Section 4 of Exhibit B, neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability with due speed and diligence. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. The obligation to use due speed and diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having such difficulty. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event. The occurrence and continuation of a Force Majeure Event shall not suspend or excuse the obligation of a Party to make any payments due hereunder.

ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION

11.1 Events of Default. An “Event of Default” shall mean, (a) with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default, the occurrence of any of the following:
(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within ten (10) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional sixty (60) days, if the Defaulting Party is unable to remedy such default within such initial thirty (30)-day period despite exercising commercially reasonable efforts);
(iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default set forth in this Section 11.11.1; and [except for (1) failure to deliver Capacity Attributes, the exclusive remedies for which are set forth in Section 3.8, (2) failures related to the Adjusted Energy Production that do not trigger the provisions of Section 11.1(b)(vi), (viii), and (ix), the exclusive remedies for which are set forth in Section 4.7 and Exhibit G; and (3) failures related to the Annual Storage Availability that do not trigger the provisions of Section

11.1(b)(vii), the exclusive remedies for which are set forth in Section 4.8]) and such failure is not remedied within thirty (30) days after Notice thereof (or such longer additional period, not to exceed an additional ninety (90) days, if the Defaulting Party is unable to remedy such

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54 default within such initial thirty (30) days period despite exercising best efforts); (iv) such Party becomes Bankrupt;
(v) such Party assigns this Agreement or any of its rights hereunder other than in compliance with Article 14, if applicable; or (vi) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party.
(b) with respect to Seller as the Defaulting Party, the occurrence of any of the following:
(i) if at any time, Seller delivers or attempts to deliver Energy to the Delivery Point for sale under this Agreement that was not generated or discharged by the Facility, other than Replacement Product;
(ii) the failure by Seller to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date, as such date may be extended by Seller’s payment of Commercial Operation Delay Damages pursuant to Section 2(c) of Exhibit B and/or a Development Cure Period pursuant to Section 4 of Exhibit B; (iii) if not remedied within ten (10) days after Notice thereof, the failure by Seller to deliver a Remedial Action Plan required under Section 2.4; (iv) [reserved];
(v) Seller sells, assigns, or otherwise transfers, or commits to sell, assign, or otherwise transfer, the Product, or any portion thereof, during the Delivery Term to any party other than Buyer except as expressly permitted under this Agreement;

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55 CONFIDENTIAL
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56 (x) if, Seller fails to maintain an average Efficiency Rate equal to or greater than the Minimum Efficiency Rate over a rolling twelve (12) month period; (xi) if, Seller fails to maintain a Storage Capacity equal to at least of the Storage Contract Capacity for more than three hundred sixty five (365) consecutive days;
(xii) failure by Seller to satisfy the collateral requirements pursuant to Sections 8.7 or 8.8 within five (5) Business Days after Notice from Buyer, including the failure to replenish the Development Security or Performance Security amount in accordance with this Agreement in the event Buyer draws against either for any reason other than to satisfy a Damage Payment or a Termination Payment;
(xiii) with respect to any Guaranty provided for the benefit of Buyer, the failure by Seller to provide for the benefit of Buyer either (1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such default is not remedied within thirty (30) days after Notice thereof;
(B) the failure of the Guarantor to make any payment required or to perform any other material covenant or obligation in any Guaranty;
(C) the Guarantor becomes Bankrupt;
(D) the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in the definition of Guarantor;
(E) the failure of the Guaranty to be in full force and effect (other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Seller hereunder; or (F) the Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any Guaranty.

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57 (xiv) with respect to any outstanding Letter of Credit provided for the benefit of Buyer that is not then required under this Agreement to be canceled or returned, the failure by Seller to provide for the benefit of Buyer either (1) cash or (2) a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) the issuer of the outstanding Letter of Credit shall fail to maintain a Credit Rating of at least A- by S&P or A3 by Moody’s; (B) the issuer of such Letter of Credit becomes Bankrupt; (C) the issuer of the outstanding Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit and such failure shall be continuing after the lapse of any applicable grace period permitted under such Letter of Credit;
(D) the issuer of the outstanding Letter of Credit shall fail to honor a properly documented request to draw on such Letter of Credit;
(E) the issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit;
(F) such Letter of Credit fails or ceases to be in full force and effect at any time; or
(G) Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than sixty (60) days prior to the expiration of the outstanding Letter of Credit.

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

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

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

11.4 Notice of Payment of Termination Payment or Damage Payment. As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Damage Payment or Termination Payment, as applicable, and whether the Termination Payment or Damage Payment, as applicable, is due to or from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment or Damage Payment, as applicable, shall be made to or from the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

11.5 Disputes With Respect to Termination Payment or Damage Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment or Damage Payment, as applicable, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment or

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59 Damage Payment, as applicable, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute. Disputes regarding the Termination Payment or Damage Payment, as applicable shall be determined in accordance with Article 15.

11.6 Limitation on Seller’s Ability to Make or Agree to Third-Party Sales from the Facility after Early Termination Date. If this Agreement is terminated by either Party prior to the Commercial Operation Date for any reason except due to Buyer’s Event of Default, neither Seller nor Seller's Affiliates may sell, market or deliver any Product associated with or attributable to the Facility to a party other than Buyer for a period of two (2) years following such termination date, unless prior to selling, marketing or delivering such Product, or entering into the agreement to sell, market or deliver such Product to a party other than Buyer, Seller or Seller’s Affiliates provide Buyer with a written offer to sell the Product on terms and conditions materially similar to the terms and conditions contained in this Agreement (including price but adjusted to account for the incremental expected costs to complete development, financing, and construction and achieve Commercial Operation for the Facility at such time relative to the expected costs as of the Effective Date) and otherwise substantially in the form of this Agreement, and Seller shall provide confirmation to Buyer of the nature and amount of the incremental expected costs to complete development, financing, and construction of the Facility and achieve Commercial Operation by providing Buyer a certification of such amounts by a Licensed Professional Engineer. Neither Seller nor Seller’s Affiliates may sell or transfer the Facility, or any part thereof, or land rights or interests in the Site (including the interconnection queue position of the Facility) so long as the limitations contained in this Section

11.6 apply, unless the transferee agrees to be bound by the terms set forth in this Section 11.6 pursuant to a written agreement approved by Buyer, such approval not to be unreasonably withheld, conditioned, or delayed. Seller shall indemnify and hold Buyer harmless from all benefits lost and other damages sustained by Buyer as a result of any breach by Seller of its covenants contained within this Section 11.6.

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

11.8 Mitigation. Any Non-Defaulting Party shall be obligated to use commercially reasonable efforts to mitigate its Costs, Losses and damages resulting from any Event of Default of the other Party under this Agreement.

ARTICLE 12
LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES.

12.1 No Consequential Damages. EXCEPT TO THE EXTENT PART OF (A) AN EXPRESS REMEDY OR MEASURE OF DAMAGES HEREIN, (B) AN ARTICLE 16

INDEMNITY CLAIM, (C) INCLUDED IN A LIQUIDATED DAMAGES CALCULATION, OR

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60 (D) RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ITS INDEMNIFIED PERSONS

FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL

DAMAGES, OR LOSSES OR DAMAGES FOR LOST REVENUE OR LOST PROFITS,

WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.

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

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

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

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

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

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

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE

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

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

TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER [SECTIONS 3.8, 4.7, 4.8, 11.2 AND 11.3, AND AS PROVIDED IN EXHIBIT B, EXHIBIT G, AND EXHIBIT P], THE PARTIES

ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO

DETERMINE, THAT OTHERWISE OBTAINING AN ADEQUATE REMEDY IS

INCONVENIENT, AND THAT THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE

INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES

AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR

CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY,

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

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND THE

EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR THE

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

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

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61 12.3 Limitation on Pre-COD Liability. Notwithstanding anything in this Agreement to the contrary, unless and until the Facility has achieved Commercial Operation, Seller’s aggregate liability under this Agreement for any and all reasons, including liabilities for payment of Construction Delay Damages, Commercial Operation Delay Damages, and the Damage Payment, shall not exceed
For avoidance of doubt, this Section 12.3 shall not be applicable once the Facility has achieved Commercial Operation.

ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

13.1 Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:
(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to conduct business in the state of California and each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller. (b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary limited liability company action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller.
(c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) The Facility is located in the State of California. (f) Seller will be responsible for obtaining all permits necessary to construct and operate the Facility and Seller will be the applicant on any CEQA documents.

13.2 Buyer’s Representations and Warranties. As of the Effective Date, Buyer

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

13.3 General Covenants. Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:

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63 (a) It shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and to be qualified to conduct business in California and each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(b) It shall maintain (or obtain from time to time as required) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and (c) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and in material compliance with any Law.

13.4 Prevailing Wage. Seller shall use reasonable efforts to ensure that all employees hired by Seller, and its contractors and subcontractors, that will perform construction work or provide services at the Site related to construction of the Facility are paid wages at rates not less than those prevailing for workers performing similar work in the locality as provided by applicable California law, if any (“Prevailing Wage Requirement”). Nothing herein shall require Seller, its contractors and subcontractors to comply with, or assume liability created by other inapplicable provisions of any California labor laws. Buyer agrees that Seller’s obligations under this Section

13.4 will be satisfied upon the execution of a project labor agreement related to construction of the Facility.

13.5 Workforce Development and Supplier Diversity. Seller acknowledges that Buyer will, from time to time, request voluntary disclosure of Seller’s certification status with the CPUC Clearinghouse, and voluntary disclosure regarding Seller’s efforts to work with diverse business enterprises, including women, minority, disabled veteran, and lesbian, gay, bisexual, transgender and/or persons with disabilities business enterprises in a form similar to Exhibit S.

13.6 Community Benefits. Seller pledges to deliver five hundred thousand dollars ($500,000.00) to Buyer so that Buyer may direct such amount to community benefits initiatives that directly benefit stakeholders in Buyer’s service area. Buyer shall have sole discretion to determine which initiatives will be funded and will provide Seller notice describing the initiatives Buyer intends to fund. Seller shall make this payment within sixty (60) days after (a) Seller’s issuance of the Notice to Proceed, and (b) Seller’s review of the scope of the initiatives to be funded by Buyer. Upon Seller’s request, Buyer’s personnel responsible for allocating funding to community benefits initiatives will meet with Seller to discuss the initiatives to be funded by Buyer. Notwithstanding anything to the contrary in this Section 13.6, Buyer will not make any public statement about the Facility, this Agreement, Seller, or Seller’s Affiliates in connection with any community benefits initiatives funded with Seller’s community benefits funds paid through this Section 13.6 without the prior written consent of Seller.

ARTICLE 14

ASSIGNMENT

14.1 General Prohibition on Assignments. Except as provided in this Article 14, neither Party may voluntarily assign this Agreement or its rights or obligations under this

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64 Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any Change of Control of Seller (whether voluntary or by operation of law) will be deemed an assignment and will require the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that Buyer’s consent will not be required for any Change of Control of Seller where Seller is controlled by a Permitted Transferee following such transaction. Any purported assignment made without the required written consent, or in violation of the conditions to assignment set out below, shall be null and void. Buyer will have no obligation to provide any consent, or enter into any agreement, that materially and adversely affects any of Buyer’s rights, benefits, risks or obligations under this Agreement, or to modify the Agreement, except as set forth below. The assigning Party shall be responsible for the non-assigning Party’s reasonable third party costs, including reasonable attorneys’ fees, associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement by the assigning Party.

14.2 Collateral Assignment. Subject to the provisions of this Section 14.2, Seller or any of its Affiliates involved in the Facility has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility, upon request of Seller, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”). The Collateral Assignment Agreement must be in form and substance agreed to by Buyer, Seller and Lender including with respect to the provisions set forth below, with such agreement not to be unreasonably withheld, and shall include, among others, the following provisions:
(a) Buyer shall give Notice of an Event of Default by Seller to the Person(s) to be specified by Lender in the Collateral Assignment Agreement, before exercising its right to terminate this Agreement as a result of such Event of Default; provided that such notice shall be provided to Lender at the time such notice is provided to Seller and the cure period of Lender shall not commence until Lender has received notice of such Event of Default; (b) Following an Event of Default by Seller under this Agreement, Buyer may require Seller or Lender to provide to Buyer a report concerning:
(i) The status of efforts by Seller or Lender to develop a plan to cure the Event of Default;
(ii) Impediments to the cure plan or its development;
(iii) If a cure plan has been adopted, the status of the cure plan’s implementation (including any modifications to the plan as well as the expected timeframe within which any cure is expected to be implemented); and
(iv) Any other information which Buyer may reasonably require related to the development, implementation and timetable of the cure plan.

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65 Seller or Lender must provide the report to Buyer within thirty (30) days after Notice from Buyer requesting the report. Buyer will have no further right to require the report with respect to a particular Event of Default after that Event of Default has been cured; (c) Lender will have the right to cure an Event of Default on behalf of Seller, only if Lender sends a written notice to Buyer before the later of (i) the expiration of any cure period, and (ii) ten (10) Business Days after Lender’s receipt of notice of such Event of Default from Buyer, indicating Lender’s intention to cure. Lender must remedy or cure the Event of Default within the cure period under this Agreement and any additional cure periods agreed in the Collateral Assignment Agreement, which shall not exceed a maximum of ninety (90) days (or one hundred eighty (180) days in the event of a bankruptcy of Seller, or any foreclosure or similar proceeding if required by Lender to cure any Event of Default); (d) Lender will have the right to consent before any termination of this Agreement which does not arise out of an Event of Default; (e) Lender will receive prior Notice of and the right to approve material amendments to this Agreement, which approval will not be unreasonably withheld, delayed or conditioned;
(f) If Lender, directly or indirectly, takes possession of, or title to the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), Lender must assume all of Seller’s obligations arising under this Agreement and all related agreements arising on and after taking possession (subject to such limits on liability as are mutually agreed to by Seller, Buyer, and Lender as set forth in the Collateral Assignment Agreement); provided, before such assumption, if Buyer advises Lender that Buyer will require that Lender cure (or cause to be cured) any Event of Default existing as of the possession date (excluding any Events of Default which by their nature are incapable of being cured) in order to avoid the exercise by Buyer (in its sole discretion) of Buyer’s right to terminate this Agreement with respect to such Event of Default, then Lender at its option, and in its sole discretion, may elect to either:
(i) Cause such Event of Default to be cured, or
(ii) Not assume this Agreement;
(g) If Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Lender shall cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement and all related agreements arising on and after such sale or transfer as a condition of the sale or transfer. Such sale or transfer may be made only to an entity that (i) meets the definition of Permitted Transferee and (ii) is an entity that Buyer is permitted to contract with under applicable Law; and
(h) Subject to Lender’s cure of any Events of Defaults under the Agreement in accordance with Section 14.2(f), if (i) this Agreement is rejected in Seller’s Bankruptcy or

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66 otherwise terminated in connection therewith, Lender shall have the right to elect within forty-five (45) days after such rejection or termination, to cause Buyer to enter into a replacement agreement having substantially the same terms as this Agreement for the remaining term thereof, and, promptly after Lender’s written request, Buyer must enter into such replacement agreement with Lender or Lender’s designee, or (ii) if Lender or its designee, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure) after any such rejection or termination of this Agreement, promptly after Buyer’s written request which must be made within forty-five (45) days after such rejection or termination, Lender must itself or must cause its designee to promptly enter into a new agreement with Buyer having the same terms as this Agreement for the remaining term thereof, provided that in the event a designee of Lender, directly or indirectly, takes possession of, or title to, the Facility (including possession by a receiver or title by foreclosure or deed in lieu of foreclosure), such designee must meet the definition of Permitted Transferee.

14.3 Permitted Assignment by Seller. Seller may, without the prior written consent of Buyer, transfer or assign this Agreement to: (a) an Affiliate of Seller or (b) any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of law); if, and only if:
(i) the assignee is a Permitted Transferee;
(ii) Seller has given Buyer Notice at least fifteen (15) Business Days before the date of such proposed assignment; and
(iii) Seller has provided Buyer a written agreement signed by the Person to which Seller wishes to assign its interests that (x) provides that such Person will assume, upon such transfer or assignment, all of Seller’s obligations and liabilities under this Agreement arising on and after such assignment, and (y) certifies that such Person meets the definition of a Permitted Transferee.

Except as provided in the preceding sentence, any assignment by Seller, its successors or assigns under this Section 14.3 shall be of no force and effect unless and until such Notice and agreement by the assignee have been received by Buyer.

14.4 Permitted Assignment by Buyer. Buyer may make a limited assignment in connection with a municipal prepayment transaction to an entity that has an Investment Grade Credit Rating (“Limited Assignee”) of Buyer’s right to receive Product and Buyer’s obligation to make payments to Seller, subject to execution of a limited assignment agreement between and among Seller, Buyer, and Limited Assignee upon terms and conditions mutually agreed, including that the limited assignment shall be expressly subject to Limited Assignee’s timely payment of amounts due under this Agreement,
Subject to the foregoing, Seller agrees to (i) comply with

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67 Limited Assignee’s reasonable requests for know-your-customer and similar account opening information and documentation with respect to Seller, including but not limited to information related to forecasted generation, credit rating, and compliance with anti-money laundering rules, the Dodd-Frank Act, the Commodity Exchange Act, the Patriot Act and similar rules, regulations, requirements and corresponding policies; and (ii) promptly execute such assignment agreement and implement such assignment as contemplated thereby, subject only to the countersignature of Limited Assignee and Buyer.

ARTICLE 15

DISPUTE RESOLUTION

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

15.2 Dispute Resolution. In the event of any dispute arising under this Agreement (other than a dispute regarding whether the requirements for Commercial Operation have been achieved, which shall be subject to Section 15.3), within ten (10) days following the receipt of a Notice from either Party identifying such dispute, the Parties shall meet, negotiate and attempt, in good faith, to resolve the dispute quickly, informally and inexpensively. If the Parties are unable to resolve a dispute arising hereunder within the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, the Parties shall submit the dispute to mediation prior to seeking any and all remedies available to it at Law in or equity. The Parties will cooperate in selecting a qualified neutral mediator selected from a panel of neutrals and in scheduling the time and place of the mediation as soon as reasonably possible, but in no event later than thirty (30) days after the request for mediation is made. The Parties agree to participate in the mediation in good faith and to share the costs of the mediation, including the mediator’s fee, equally, but such shared costs shall not include each Party’s own attorneys’ fees and costs, which shall be borne solely by such Party. If the mediation is unsuccessful, then either Party may seek any and all remedies available to it at law or in equity, subject to the limitations set forth in this Agreement.

15.3 COD Expedited Dispute Resolution.

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68 CONFIDENTIAL
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69 ARTICLE 16

INDEMNIFICATION

16.1 Indemnity.
(a) Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, employees and agents (collectively, the “Indemnified Party”) from and against all claims, demands, losses, liabilities, penalties, and expenses (including reasonable attorneys’ fees) (i) for personal injury or death to Persons and damage to the property of any third party to the extent arising out of, resulting from, or caused by the negligent or willful misconduct of the Indemnifying Party, its Affiliates, its directors, officers, employees, or agents, or (ii) for third-party claims resulting from the Indemnifying Party’s breach (including inaccuracy of any representation of warranty made hereunder), performance or non-performance of its obligations under this Agreement (“Indemnifiable Losses”).
(b) Nothing in this Section shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement. Neither Party shall be indemnified for its damages resulting from its sole negligence, intentional acts, or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligations to pay claims consistent with the provisions of a valid insurance policy.

16.2 Claims. Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by the Indemnifying Party and satisfactory to the Indemnified Party, provided, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified 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 Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.

ARTICLE 17

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70 INSURANCE

17.1 Insurance.
(a) General Liability. Seller shall maintain, or cause to be maintained at its sole expense, (i) commercial general liability insurance, including products and completed operations and personal injury insurance, in a minimum amount of Two Million Dollars ($2,000,000) per occurrence, and an annual aggregate of not less than Five Million Dollars ($5,000,000), endorsed to provide contractual liability in said amount, specifically covering Seller’s obligations under this Agreement and including Buyer as an additional insured; and (ii) an umbrella insurance policy in a minimum limit of liability of Ten Million Dollars ($10,000,000). Defense costs shall be provided as an additional benefit and not included within the limits of liability. Such insurance shall contain standard cross-liability and severability of interest provisions. Limits may be provided in any combination of Seller’s general liability and umbrella policies. (a) Employer’s Liability Insurance. Employers’ Liability insurance shall not be less than One Million Dollars ($1,000,000.00) for injury or death occurring as a result of each accident. With regard to bodily injury by disease, the One Million Dollar ($1,000,000) policy limit will apply to each employee.
(b) Workers Compensation Insurance. Seller, if it has employees, shall also maintain at all times during the Contract Term workers’ compensation and employers’ liability insurance coverage in accordance with applicable requirements of California Law. (c) Business Auto Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of One Million Dollars ($1,000,000) per occurrence. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non-owned and hired vehicles, including trailers or semi-trailers in the performance of the Agreement and shall name Buyer as additional insured and contain standard cross-liability and severability of interest provisions. (d) Construction All-Risk Insurance. Seller shall maintain or cause to be maintained during the construction of the Facility prior to the Commercial Operation Date, construction all-risk form property insurance covering the Facility during such construction periods, and naming Seller (and Lender if any) as the loss payee. (e) Contractor’s Pollution Liability. Seller shall maintain or cause to be maintained during the construction of the Facility prior to the Commercial Operation Date, Pollution Legal Liability Insurance in the amount of per occurrence and in the aggregate, naming Seller (and Lender if any) as additional named insured. (f) Subcontractor Insurance. Seller shall use commercially reasonable efforts to require all of its subcontractors to carry: (i) comprehensive general liability insurance with a combined single limit of coverage not less than (ii) workers’ compensation insurance and employers’ liability coverage in accordance with applicable requirements of Law; and (iii) business auto insurance for bodily injury and property damage with

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71 limits of per occurrence. All subcontractors shall name Seller as an additional insured to insurance carried pursuant to clauses (g)(i) and (g)(iii). All subcontractors shall provide a primary endorsement and a waiver of subrogation to Seller for the required coverage pursuant to this Section 17.1(g).
(g) Property Insurance. On and after the Commercial Operation Date, Seller shall maintain or cause to be maintained insurance against loss or damage from all causes under standard “all risk” property insurance coverage in amounts that are not less than the actual replacement value of the Facility; provided, however, with respect to property insurance for natural catastrophes, Seller shall maintain limits equivalent to a probable maximum loss amount determined by a firm with experience providing such determinations. Such insurance shall include business interruption coverage in an amount equal to twelve (12) months of expected revenue from this Agreement.
(h) Evidence of Insurance. Within after execution of the Agreement and upon annual renewal thereafter, Seller shall deliver to Buyer certificates of insurance evidencing such coverage. Such certificates shall specify that Buyer shall be given at least thirty (30) days prior Notice by Seller in the event of any material modification, cancellation or termination of coverage. Such insurance shall be primary coverage without right of contribution from any insurance of Buyer. Any other insurance maintained by Seller is for the exclusive benefit of Seller and shall not in any manner inure to the benefit of Buyer. The general liability, auto liability and worker’s compensation policies shall be endorsed with a waiver of subrogation in favor of Buyer for all work performed by Seller, its employees, agents and sub-contractors.

ARTICLE 18

CONFIDENTIAL INFORMATION

18.1 Definition of Confidential Information. The following constitutes “Confidential Information,” whether oral or written which is delivered by Seller to Buyer or by Buyer to Seller including: (a) the terms and conditions of, and proposals and negotiations related to, this Agreement, and (b) information that either Seller or Buyer stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of the delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; (iv) information that the recipient independently developed without a violation of this Agreement; and (v) information that is determined by Buyer to be subject to the California Public Records Act.

18.2 Duty to Maintain Confidentiality. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce this Agreement; provided, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure If the

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72 Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any Law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party is not required to defend against such request and shall be permitted to disclose such Confidential Information of the Disclosing Party, with no liability for any damages that arise from such disclosure. Each Party hereto acknowledges and agrees that information and documentation provided in connection with this Agreement may be subject to the California Records Act (Government Code Section 6250 et seq.).

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

18.4 Disclosure to Lenders, Etc.. Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by the Receiving Party to any of its agents, consultants, contractors, trustees, or actual or potential financing parties (including, in the case of Seller, its Lender(s)), so long as the Person to whom Confidential Information is disclosed agrees in writing to be bound by confidentiality provisions no less stringent than those in this Article 18 to the same extent as if it were a Party.

18.5 Press Releases.

ARTICLE 19

MISCELLANEOUS

19.1 Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties

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73 and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

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

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

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

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

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

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

19.8 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party.

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74 19.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

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

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

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

19.13 Change in Electric Market Design. If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, within sixty (60) days after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 15. Notwithstanding the foregoing, (i) a change in cost shall not in and of itself be deemed to render this Agreement or any of the provisions hereof incapable of being performed or administered, and (ii) all of the unaffected provisions of this Agreement shall remain in full force and effect during any period of such negotiation or dispute resolution.

19.14 Service Contract. The Parties acknowledge and agree that this Agreement is intended to constitute a “service contract” within the meaning of Section 7701(e) of the Internal Revenue Code of 1986, as amended from time to time.

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75 [Signatures on following page]
Signature Page
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

PELICANS JAW SOLAR, LLC
By:

Name:

Title:

SAN DIEGO COMMUNITY POWER, a
California joint powers authority
By:

Name:

Title:

Exhibit A - 1

EXHIBIT A

FACILITY DESCRIPTION
Site Name: Pelicans Jaw Solar
Site includes all or some of the following APNs:

County: Kern
CEQA Lead Agency: Kern County
Zip Code: 93249
Latitude and Longitude:

Facility Description: 226 MW solar + 474 MWh (118.5 MW x 4 hours) storage Delivery Point: PNode, as set forth below.

Generating Facility Meter and Metering Points: See Exhibit R.

Storage Facility Meter and Metering Points: See Exhibit R.

PNode: The PNode assigned to the Facility by the CAISO.

Interconnection Point: New 230kV switching station near Gates-Midway POI Participating Transmission Owner: PG&E

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2 Additional Information: Site Plan provided below, provided that Seller shall have the right to provide an updated Site Plan at the time Seller provides an executed Construction Start Date certificate in the form of Exhibit J to Buyer.

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2 Exhibit B - 1

EXHIBIT B

MAJOR PROJECT DEVELOPMENT MILESTONES AND COMMERCIAL

OPERATION

1. Construction Start.
a. “Construction Start” will occur upon Seller’s acquisition of all applicable regulatory authorizations, approvals and permits to begin the construction of the Facility, and execution of an engineering, procurement, and construction contract and issuance thereunder of a notice to proceed that authorizes the contractor to mobilize to Site and begin physical construction (including, at a minimum, excavation for foundations or the installation or erection of improvements) at the Site (“Notice to Proceed”). The date of Construction Start will be evidenced by and subject to Seller’s delivery to Buyer of a certificate substantially in the form attached as Exhibit J hereto, and the date certified therein shall be the “Construction Start Date.” Seller shall cause Construction Start to occur no later than the Guaranteed Construction Start Date, as may be extended by Seller’s payment of Construction Delay Damages pursuant to Section 1(b) of Exhibit B and/or a Development Cure Period pursuant to Section 4 of Exhibit B. b. In addition to extensions pursuant to a Development Cure Period, Seller may extend the Guaranteed Construction Start Date by paying Construction Delay Damages in advance to Buyer for each day Seller desires to extend the Guaranteed Construction Start Date, not to exceed a total of of extensions by
such payment of Construction Delay Damages. If Seller elects to extend the Guaranteed Construction Start Date, on or before the date that is prior to the then-current Guaranteed Construction Start Date, Seller shall provide notice and payment to Buyer of the Construction Delay Damages for the number of days of extension to the Guaranteed Construction Start Date. If Seller achieves Construction Start prior to the Guaranteed Construction Start Date, as extended by the payment of Construction Delay Damages, Buyer shall refund to Seller the Construction Delay Damages in an amount equal to the product of (i) the number of days prior to the Guaranteed Construction Start Date, as extended, that Seller achieves Construction Start, times (ii) the Construction Delay Damages, not to exceed the total amount of Construction Delay Damages paid by Seller pursuant to this Section 1(b) of Exhibit B. Construction Delay Damages shall also be refundable to Seller pursuant to Section 2(b) and 2(c) of this Exhibit B.

2. Commercial Operation of the Facility. “Commercial Operation” means the condition existing when (i) Seller has fulfilled all of the conditions precedent in Section 2.2 of the Agreement and provided Notice to Buyer substantially in the form of Exhibit H (the “COD Certificate”) (ii) Seller has notified Buyer in writing that it has provided the required documentation to Buyer and met the conditions for achieving Commercial Operation, and (iii) Buyer has acknowledged to Seller in writing (or deemed to have acknowledged pursuant to Section 2.2) that Buyer agrees that Commercial Operation has been achieved or Commercial Operation has otherwise been deemed to have been achieved pursuant to Exhibit B - 2
Section 2.2. The “Commercial Operation Date” shall be the later of (x) the Expected Commercial Operation Date, or (y) the date on which Commercial Operation is achieved. a. Seller shall cause Commercial Operation to occur no later than the Guaranteed Commercial Operation Date, as such date may be extended by Seller’s payment of Commercial Operation Delay Damages pursuant to Section 2(c) of Exhibit B and/or a Development Cure Period pursuant to Section 4 of Exhibit B. Seller shall notify Buyer at least sixty (60) days before the anticipated Commercial Operation Date. b. If Seller achieves Commercial Operation for the Facility by the Guaranteed Commercial Operation Date, as may be extended by a Development Cure Period but not by the payment of Commercial Operation Delay Damages, all Construction Delay Damages paid by Seller shall be refunded to Seller. Seller shall include a request for refund of the Construction Delay Damages with the first invoice to Buyer after Commercial Operation.
c. In addition to extensions pursuant to a Development Cure Period, Seller may extend the Guaranteed Commercial Operation Date by paying Commercial Operation Delay Damages in advance to Buyer for each day Seller desires to extend the Guaranteed Commercial Operation Date, not to exceed a total of of extensions by such payment of Commercial Operation Delay Damages. If Seller elects to extend the Guaranteed Commercial Operation Date, on or before the date that is ten (10) days prior to the then-current Guaranteed Commercial Operation Date, Seller shall provide Notice and payment to Buyer of the Commercial Operation Delay Damages for the number of days of extension to the Guaranteed Commercial Operation Date. Seller may deduct the amount of Construction Delay Damages previously paid to Buyer from the amount of COD Delay Damages owed to Buyer. Buyer shall refund to Seller the positive amount, if any, by which Construction Delay Damages paid by Seller, if any, exceed the amount of COD Delay Damages owed by Seller, if any. If no COD Delay Damages are owed by Seller, and Construction Delay Damages were previously paid, Buyer shall refund any Construction Delay Damages paid to Seller after the Guaranteed Commercial Operation Date, as extended hereunder, is achieved. If Seller achieves Commercial Operation prior to the Guaranteed Commercial Operation Date, as extended by the payment of Commercial Operation Delay Damages, Buyer shall refund to Seller the Commercial Operation Delay Damages in an amount equal to the product of (i) the number of days prior to the Guaranteed Commercial Operation Date, as extended, that Seller achieves Commercial Operation, times (ii) the Commercial Operation Delay Damages, not to exceed the total amount of Commercial Operation Delay Damages paid by Seller pursuant to this Section 2(c) of Exhibit B.

3. Exhibit B - 3

4. Extension of the Guaranteed Dates. The Guaranteed Construction Start Date and the Guaranteed Commercial Operation Date shall, subject to notice and documentation requirements set forth below, be extended on a day-for-day basis (the “Development Cure Period”) for the duration of any and all delays arising out of the following circumstances to the extent the following circumstances are not the result of Seller’s failure to take all commercially reasonable actions to meet its requirements and deadlines:
a. a Force Majeure Event occurs; or
b. the Interconnection Facilities or Network Upgrades are not complete and ready for the Facility to connect and sell Product at the Delivery Point by the Guaranteed Commercial Operation Date, despite the exercise of diligent and commercially reasonable efforts by Seller; or
c. Buyer has not made all necessary arrangements to receive the Facility Energy at the Delivery Point by the Guaranteed Commercial Operation Date.

Exhibit B - 4

5. Failure to Reach Guaranteed Capacity or Storage Contract Capacity. a. Guaranteed Capacity. If, at Commercial Operation, the Installed Generating Capacity is less than one hundred percent (100%) of the Guaranteed Capacity, Seller shall have after the Commercial Operation Date to install additional capacity such that the Installed Generating Capacity is equal to (but not greater than) the Guaranteed Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I hereto specifying the new Installed Generating Capacity. If Seller fails to construct the Guaranteed Capacity by such date, Seller shall pay “Capacity Damages” to Buyer, in an amount equal to for each MW that the
Guaranteed Capacity exceeds the Installed Generating Capacity, and the Guaranteed Capacity, Dedicated Interconnection Capacity, Summer Delivered Capacity Limit, and other applicable portions of the Agreement shall be adjusted accordingly. Capacity Damages shall not be offset or reduced by the payment of Construction Delay Damages, Commercial Operation Delay Damages, or any other form of liquidated damages under this Agreement.
b. Storage Contract Capacity. If, at Commercial Operation, the Installed Battery Capacity is less than one hundred percent (100%) of the Storage Contract Capacity, Seller shall have after the Commercial Operation Date to install additional capacity such that the Installed Battery Capacity is equal to (but not greater than) one hundred percent (100%) of the Storage Contract Capacity, and Seller shall provide to Buyer a new certificate substantially in the form attached as Exhibit I hereto specifying the new Installed Battery Capacity. If Seller fails to Exhibit B - 5
construct the Storage Contract Capacity by such date, Seller shall pay “Storage Capacity Damages” to Buyer, in an amount equal to
for each MW that the Storage Contract Capacity exceeds the Installed Battery Capacity, and the Storage Contract Capacity and other applicable portions of the Agreement shall be adjusted accordingly. Storage Capacity Damages shall not be offset or reduced by the payment of Construction Delay Damages, Commercial Operation Delay Damages, or any other form of liquidated damages under this Agreement.

Exhibit C - 1

EXHIBIT C

COMPENSATION
Buyer shall compensate Seller for the Product in accordance with this Exhibit C. (a) Renewable Rate. Buyer shall pay Seller the Renewable Rate for each MWh of Generating Facility Energy, plus Deemed Delivered Energy in excess of the Curtailment Cap, if any, up to one hundred ten percent (110%) of the Expected Energy for each Contract Year. = (b) Excess Contract Year Deliveries Over 110%. If, at any point in any Contract Year, the amount of Generating Facility Energy plus the amount of Deemed Delivered Energy in excess of the Curtailment Cap exceeds one hundred and ten percent (110%) of the Expected Energy for such Contract Year, the price to be paid for additional Generating Facility Energy or Deemed Delivered Energy shall be equal to the lesser of (a) the Delivery Point LMP for the Real Time Market for the applicable Settlement Interval or (b) of the Renewable Rate, but not less than $0.00/MWh. If, at any point in any Contract Year, the amount of Generating Facility Energy plus the amount of Deemed Delivered Energy in excess of the Curtailment Cap exceeds of the Expected Energy for such Contract Year, no payment shall be owed by Buyer for any additional Generating Facility Energy or Deemed Delivered Energy.
(c) Excess Settlement Interval Deliveries. If during any Settlement Interval, Seller delivers Product amounts, as measured by the amount of Generating Facility Energy, in excess of the product of the Installed Generating Capacity multiplied by the duration of the Settlement Interval, expressed in hours (“Excess MWh”), then the price applicable to all such excess MWh in such Settlement Interval shall be zero dollars ($0), and if there is a Negative LMP during such Settlement Interval, Seller shall pay to Buyer an amount equal to the absolute value of the Negative LMP times such excess MWh (“Negative LMP Costs”). (d) Curtailment Payments. Seller shall receive no compensation from Buyer for (i). Generating Facility Energy that is curtailed during any Curtailment Period, and (ii) Deemed Delivered Energy in amounts below the Curtailment Cap. Buyer shall pay for Deemed Delivered Energy above the Curtailment Cap at the Renewable Rate. The “Curtailment Cap” equals the Expected Energy per Contract Year, in MWh, equal to multiplied by the Guaranteed Capacity.
(e) Storage Payment. Each month of the Delivery Term (and pro-rated for the first and last month of the Delivery Term if the Delivery Term does not start on the first day of a calendar month), Buyer shall pay Seller a payment (“Storage Payment”) equal to the Storage Rate multiplied by the Storage Contract Capacity for such month; provided, however, that:

Exhibit C - 2
Such payment constitutes the entirety of the amount due to Seller from Buyer for the Storage Product. If the Storage Contract Capacity and/or Efficiency Rate are adjusted pursuant to a Capacity Test effective as of a day other than the first day of a calendar month, payment shall be calculated separately for each portion of the month in which the different Storage Contract Capacity and/or Efficiency Rate are applicable. The Storage Payment is also subject to adjustments pursuant to Section 3.8(b), if applicable.
(f) Liquidated Damages for Failure to Achieve Guaranteed Efficiency Rate. If during any month during the Delivery Term, the time-weighted-average Efficiency Rate applicable to such month is less than the Guaranteed Efficiency Rate, Seller shall owe liquidated damages to Buyer, which damages shall be calculated by multiplying (i) the total Charging Energy for such month, by (ii) the percentage amount by which such time-weighted-average Efficiency Rate is less than the Guaranteed Efficiency Rate, by (iii) the simple average of the Real-Time Market LMP at the Delivery Point during intervals in which the Storage Facility was charging during such month, which amount Seller shall set off against amounts payable by Buyer in the applicable monthly invoice.
(g) PTC Amount. If applicable, for new eligible PTC resources, during the period (not to exceed a total of one hundred twenty (120) consecutive months) in which Seller is receiving PTCs, Buyer shall also pay the PTC Amount for Deemed Delivered Energy in excess of the Curtailment Cap until the sum of Generating Facility Energy plus the amount of Deemed Delivered Energy in excess of the Curtailment Cap exceeds one hundred percent (100%) of the Expected Energy for such Contract Year.
(h) Test Energy. Test Energy is compensated in accordance with Section 3.6. (i) Tax Credits. The Parties agree that the neither the Renewable Rate, the Storage Rate nor the Test Energy Rate are subject to adjustment or amendment if Seller fails to receive any Tax Credits, or if any Tax Credits expire, are repealed or otherwise cease to apply to Seller or the Facility in whole or in part, or Seller or its investors are unable to benefit from any Tax Credits. Seller shall bear all risks, financial and otherwise, throughout the Contract Term, associated with Seller’s or the Facility’s eligibility to receive Tax Credits or to qualify for accelerated depreciation for Seller’s accounting, reporting or Tax purposes. The obligations of the Exhibit C - 3
Parties hereunder, including those obligations set forth herein regarding the purchase and price for and Seller’s obligation to deliver Facility Energy and Product, shall be effective regardless of whether the sale of Facility Energy is eligible for, or receives Tax Credits during the Contract Term.

Exhibit D - 1

EXHIBIT D

SCHEDULING COORDINATOR RESPONSIBILITIES
(a) Buyer as Scheduling Coordinator for the Facility. Prior to the Commercial Operation Date, Seller shall be the Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO for the Facility. Upon the Commercial Operation Date, Buyer shall be the Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO for the Facility for both the delivery and the receipt (as applicable) of Charging Energy, Facility Energy and the Product at the Delivery Point. At least thirty (30) days prior to the anticipated Commercial Operation Date, (i) Seller shall take all actions and execute and deliver to Buyer and the CAISO all documents necessary to authorize or designate Buyer (or Buyer’s designee) as the Scheduling Coordinator for the Facility effective as of the then-anticipated Commercial Operation Date, and (ii) Buyer shall, and shall cause its designee to, take all actions and execute and deliver to Seller and the CAISO all documents necessary to authorize or designate Buyer or its designee as the Scheduling Coordinator for the Facility effective as of the then-anticipated Commercial Operation Date. Except with Buyer’s prior consent, Seller shall not declare a Commercial Operation Date that is earlier than the anticipated Commercial Operation Date provided to CAISO as the date for the transition from Seller’s Scheduling Coordinator to Buyer’s Scheduling Coordinator for the Facility pursuant to the prior sentence. The Parties acknowledge that they will need to provide the CAISO a fixed date for the transition of the Scheduling Coordinator for the Facility and that the actual Commercial Operation Date may be later than the date on which Buyer or its designee becomes recognized by CAISO as the Scheduling Coordinator for the Facility. The Parties will cooperate reasonably to minimize any such period and to coordinate CAISO scheduling for the Facility during such period, and Buyer will pass through to Seller all CAISO settlements relating to the Facility with respect to the period prior to the Commercial Operation Date promptly after Buyer or its designee receives such settlements from the CAISO. On and after the Commercial Operation Date, Seller shall not authorize or designate any other party to act as the Facility’s Scheduling Coordinator, nor shall Seller perform for its own benefit the duties of Scheduling Coordinator, and Seller shall not revoke Buyer’s authorization to act as the Facility’s Scheduling Coordinator unless agreed to by Buyer.

Buyer (as the Facility’s SC) shall submit Schedules to the CAISO in accordance with this Agreement and the applicable CAISO Tariff, protocols and Scheduling practices for Product on a day-ahead, hour-ahead, fifteen-minute market or real time basis, as determined by Buyer. (b) Notices. Buyer (as the Facility’s SC) shall provide Seller with access to a web-based system through which Seller shall submit to Buyer and the CAISO all notices and updates required under the CAISO Tariff regarding the Facility’s status, including, but not limited to, all outage requests, forced outages, forced outage reports, clearance requests, or must offer waiver forms. Seller will cooperate with Buyer to provide such notices and updates. If the web-based system is not available, Seller shall promptly submit such information to Buyer and the CAISO (in order of preference) telephonically, by electronic mail, transmission to the personnel designated to receive such information.
(c) CAISO Costs and Revenues. Except as otherwise set forth below, Buyer (as Scheduling Coordinator for the Facility) shall be responsible for CAISO costs (including Charging Energy costs, penalties, Imbalance Energy costs, and other charges) and shall be entitled Exhibit D - 2
to all CAISO revenues (including credits, Imbalance Energy revenues, and other payments), including revenues associated with CAISO dispatches, bid cost recovery, Inter-SC Trade credits, or other credits in respect of the Product Scheduled or delivered from the Facility. Seller shall assume all liability and reimburse Buyer for any and all Non-Availability Charges (as defined in the CAISO Tariff) and similar charges assessed against Buyer (as Scheduling Coordinator for the Facility) based on the Facility’s failure to meet performance obligations applicable to the Facility as a Resource Adequacy Resource; provided that any Availability Incentive Payments (as defined in the CAISO Tariff) are for the benefit of Seller and for Seller’s account and that any such Non-Availability Charges (as defined in the CAISO Tariff) or similar charges are the responsibility of Seller and for Seller’s account (except to the extent such Non-Availability Charges or similar charges arise out of Buyer’s failure to perform its duties as Scheduling Coordinator for the Facility). In addition, if during the Delivery Term, the CAISO implements or has implemented any sanction or penalty related to outage reporting or generator operation, and any such sanctions or penalties are imposed upon the Facility or to Buyer as Scheduling Coordinator due to failure by Seller to abide by the CAISO Tariff or any CAISO directive, or to perform in accordance with the outage notification requirements set forth in this Agreement, the cost of the sanctions or penalties shall be Seller’s responsibility (except to the extent such sanctions or penalties arise out of Buyer’s failure to perform its duties as Scheduling Coordinator for the Facility). (d) CAISO Settlements. Buyer (as the Facility’s SC) shall be responsible for all settlement functions with the CAISO related to the Facility with respect to the Delivery Term.

Buyer shall render a separate invoice to Seller for any CAISO payments, charges or penalties (“CAISO Charges Invoice”) for which Seller is responsible under this Agreement. CAISO Charges Invoices shall be rendered after settlement information becomes available from the CAISO that identifies any CAISO charges. Notwithstanding the foregoing, Seller acknowledges that the CAISO will issue additional invoices reflecting CAISO adjustments to such CAISO charges. Buyer will review, validate, and if requested by Seller under paragraph (e) below, dispute any charges that are the responsibility of Seller in a timely manner and consistent with Buyer’s existing settlement processes for charges that are Buyer’s responsibilities. Subject to Seller’s right to dispute and to have Buyer pursue the dispute of any such invoices, Seller shall pay the amount of CAISO Charges Invoices within ten (10) Business Days of Seller’s receipt of the CAISO Charges Invoice. If Seller fails to pay such CAISO Charges Invoice within that period, Buyer may net or offset any amounts owing to it for these CAISO Charges Invoices against any future amounts it may owe to Seller under this Agreement. The obligations under this Section with respect to payment of CAISO Charges Invoices for performance prior to the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement. (e) Dispute Costs. Buyer (as the Facility’s SC) may be required by Seller to dispute CAISO settlements in respect of the Facility. Seller agrees to pay Buyer’s costs and expenses (including reasonable attorneys’ fees) associated with its involvement with such CAISO disputes to the extent they relate to CAISO charges payable by Seller with respect to the Facility that Seller has directed Buyer to dispute, except to the extent such dispute arises from Buyer’s failure to perform its duties as Scheduling Coordinator for the Facility. (f) Terminating Buyer’s Designation as Scheduling Coordinator. At least thirty (30) days prior to expiration of this Agreement or as soon as reasonably practicable upon an earlier termination of this Agreement, the Parties will take all actions necessary to terminate the Exhibit D - 3
designation of Buyer as Scheduling Coordinator for the Facility as of 11:59 p.m. on such expiration date.
(g) Master File and Resource Data Template. Seller shall provide the data to the CAISO (and to Buyer) that is required for the CAISO’s Master File and Resource Data Template (or successor data systems) for the Facility consistent with this Agreement. Neither Party shall change such data without the other Party’s prior written consent. At least once per Contract Year, Seller shall review and confirm that the data provided for the CAISO’s Master File and Resource Data Template (or successor data systems) for this Facility remains consistent with the actual operating characteristics of the Facility and update such data as appropriate. (h) NERC Reliability Standards. Buyer (as Scheduling Coordinator) shall cooperate reasonably with Seller to the extent necessary to enable Seller to comply, and for Seller to demonstrate Seller’s compliance with, NERC reliability standards. This cooperation shall include the provision of information in Buyer’s possession that Buyer (as Scheduling Coordinator) has provided to the CAISO related to the Facility or actions taken by Buyer (as Scheduling Coordinator) related to Seller’s compliance with NERC reliability standards.

Exhibit E - 1

EXHIBIT E

PROGRESS REPORTING FORM
Each Progress Report must include the following items:

1. Executive Summary.

2. Facility description.

3. Site plan of the Facility.

4. Description of any material planned changes to the Facility or the Site.

5. Gantt chart schedule showing progress on achieving each of the Milestones.

6. Summary of activities during the previous calendar quarter or month, as applicable, including any OSHA labor hour reports.

7. Forecast of activities scheduled for the current calendar quarter.

8. Written description about the progress relative to Seller’s Milestones, including whether Seller has met or is on target to meet the Milestones.

9. List of issues that are likely to potentially affect Seller’s Milestones.

10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve (12) months.

11. Prevailing wage reports as required by Law.

12. Progress and schedule of all major agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.

13. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the Transmission System and all other interconnection utility services.

14. Workforce Development or Supplier Diversity Reporting (if applicable). Format to be provided by Buyer.

15. Any other documentation reasonably requested by Buyer.

Exhibit F-1
EXHIBIT F-1

AVERAGE EXPECTED ENERGY
[Average Expected Energy, MWh Per Hour]
1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00 9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 22:00 23:00 24:00 JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
The foregoing table is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement.

Exhibit F-2
EXHIBIT F-2

AVAILABLE CAPACITY
[Available Generating Capacity, MWh Per Hour] – [Insert Month] 1:00 2:00 3:00 4:00 5:00 6:00 7:00 8:00 9:00 10:00 11:00 12:00 13:00 14:00 15:00 16:00 17:00 18:00 19:00 20:00 21:00 22:00 23:00 24:00 Day 1
Day 2
Day 3
Day 4
Day 5
[insert additional rows for each day in the month]
Day
29 Day
30 Day
31 The foregoing table is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement.

Exhibit G - 1

EXHIBIT G

GUARANTEED ENERGY PRODUCTION DAMAGES CALCULATION

1. “Adjusted Energy Production” shall mean the sum of the following: Generating Facility Energy + Deemed Delivered Energy + Lost Output.

2. Exhibit G - 2

3. No payment shall be due if the calculation of (a) (A – B - F), (b) (C - D), or (c) [(A – B - F) * (C – D)] – (E),yields a negative number. Except as set forth in Section 2 of this Exhibit G with respect to Replacement Product, in no event will Buyer owe any payment to Seller pursuant to this Exhibit G.

4. Within one hundred twenty (120) days after each Contract Year, Buyer shall send Seller Notice of the amount of damages owing, if any, which shall be payable to Buyer before the later of (a) thirty (30) days of such Notice and (b) one hundred fifty (150) days after each Performance Measurement Period.

Exhibit H - 1

EXHIBIT H

FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) of Commercial Operation is delivered by [LICENSED PROFESSIONAL ENGINEER] (“Engineer”) to San Diego Community Power Authority, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Renewable Power Purchase and Energy Storage Service Agreement dated [DATE] (“Agreement”) by and between [SELLER] and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of [DATE], Engineer hereby certifies and represents to Buyer the following:

1. The Generating Facility and the Storage Facility are fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.

2. Seller has installed equipment for the Generating Facility with a nameplate capacity of no less than ninety-five percent (95%) of the Guaranteed Capacity.

3. Seller has installed equipment for the Storage Facility with a nameplate capacity of no less than ninety-five percent (95%) of the Storage Contract Capacity.

4. Seller has commissioned all equipment in accordance with its respective manufacturer’s specifications.

5. Seller has demonstrated functionality of the Facility’s communication systems and automatic generation control (AGC) interface to operate the Facility as necessary to respond and follow instructions, including an electronic signal conveying real time and intra-day instructions, directed by the Buyer in accordance with the PPA and/or the CAISO.

6. The Generating Facility’s testing included a performance test demonstrating peak electrical output of no less than ninety-five percent (95%) of the Guaranteed Capacity for the Generating Facility at the Delivery Point, as adjusted for ambient conditions on the date of the Facility testing.

7. The Storage Facility is fully capable of charging, storing and discharging energy up to no less than ninety-five percent (95%) of the Storage Contract Capacity and receiving instructions to charge, store and discharge Energy, all within the operational constraints and subject to the applicable Operating Restrictions.

8. Authorization to parallel the Facility was obtained from the Participating Transmission Owner on___[DATE]____.

9. The Transmission Provider has provided documentation supporting full unrestricted release for Commercial Operation _______[DATE]_____.

10. The CAISO has provided notification supporting Commercial Operation, in accordance with the CAISO Tariff on _______[DATE]_____.

Exhibit H - 2

11. Seller shall have caused the Generating Facility and the Storage Facility to be included in the Full Network Model and has the ability to offer Bids into the CAISO Day-Ahead and Real-Time Markets in respect of each of the Generating Facility and Storage Facility.

12. Seller has segregated and separately metered Station Use to the extent required in accordance with the retail service provider’s tariff, and any such meter(s) have the same or greater level of accuracy as is required under the retail service provider’s tariff.

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Printed Name:

Title:

Exhibit I - 1

EXHIBIT I

FORM OF INSTALLED CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Capacity is delivered by [LICENSED PROFESSIONAL ENGINEER] (“Engineer”) to San Diego Community Power Authority, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Renewable Power Purchase and Energy Storage Service Agreement dated [DATE] (“Agreement”) by and between [SELLER] and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

I hereby certify the following:
(a) The performance test for the Generating Facility demonstrated peak electrical output of __ MW AC at the Delivery Point, as adjusted for ambient conditions on the date of the performance test (“Installed Generating Capacity”); (b) The Storage Capacity Test conducted on [DATE] demonstrated a maximum dependable operating capability that can be sustained for four (4) consecutive hours to discharge electric energy of __ MW AC to the Delivery Point, in accordance with the testing procedures, requirements and protocols set forth in Section 4.9 and Exhibit O (the “Installed Battery Capacity”); and
(c) The sum of (a) and (b) is __ MW AC and shall be the “Installed Capacity”.

EXECUTED by [LICENSED PROFESSIONAL ENGINEER]
this ________ day of _____________, 20__.
[LICENSED PROFESSIONAL ENGINEER]
By:

Printed Name:

Title:

Exhibit J - 1

EXHIBIT J

FORM OF CONSTRUCTION START DATE CERTIFICATE
This certification of Construction Start Date (“Certification”) is delivered by [SELLER ENTITY] (“Seller”) to San Diego Community Power Authority, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Renewable Power Purchase and Energy Storage Service Agreement dated [DATE] (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Seller hereby certifies and represents to Buyer the following:
(1) Construction Start (as defined in Exhibit B of the Agreement) has occurred, and a copy of the notice to proceed that Seller issued to its contractor as part of Construction Start is attached hereto.
(2) the Construction Start Date occurred on _____________ (the “Construction Start Date”); and
(3) the precise Site on which the Facility is located is, which must be within the boundaries of the previously identified Site:
_____________________________________________________________________.

IN WITNESS WHEREOF, the undersigned has executed this Certification on behalf of Seller as this ________ day of _____________, 20__.
[SELLER ENTITY]
By:

Printed Name:

Title:

Exhibit K - 1

EXHIBIT K

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date:

Bank Ref.:

Amount: US$[XXXXXXXX]
Expiry Date:

Beneficiary:

San Diego Community Power Authority
PO Box 12716
San Diego, CA 92112
Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor of San Diego Community Power, a California joint powers authority (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain Renewable Power Purchase and Energy Storage Service Agreement dated as of ______ and as amended (the “Agreement”) between Applicant and Beneficiary. This Letter of Credit shall become effective immediately and shall renew annually until terminated in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by valid presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, containing one of the two alternative paragraphs set forth in paragraph 2 therein, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) physical delivery, (b) as a PDF attachment to an e-mail to [bank email address] or (c) facsimile to [bank fax number [XXX-XXX-XXXX]] confirmed by [e-mail to [bank email address]]. Transmittal by facsimile or email shall be deemed delivered when received.

The original of this Letter of Credit (and all amendments, if any) is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

We hereby agree with Beneficiary that all documents presented under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation to Issuer on or before the Exhibit K - 2
Expiration Date. All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing Certificate.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

This Letter of Credit may only be terminated upon sixty (60) days’ prior written notice from Issuer to Beneficiary by registered mail or overnight courier service that Issuer elects not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.

This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision) International Chamber of Commerce Publication No. 600 (the “UCP”), except to the extent that the terms hereof are inconsistent with the provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in which case the terms of this Letter of Credit shall govern. In the event of an act of God, riot, civil commotion, insurrection, war or any other cause beyond Issuer’s control (as defined in Article 36 of the UCP) that interrupts Issuer’s business and causes the place for presentation of the Letter of Credit to be closed for business on the last day for presentation, the Expiration Date of the Letter of Credit will be automatically extended without amendment to a date thirty (30) calendar days after the place for presentation reopens for business.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.

All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: San Diego Community Power, Chief Financial Officer, PO Box 12716, San Diego, CA 92112. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect. [Bank Name]
___________________________
[Insert officer name]
[Insert officer title]
Exhibit K - 3
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]
Ladies and Gentlemen:

The undersigned, a duly authorized representative of San Diego Community Power, a California joint powers authority, PO Box 12716, San Diego, CA 92112, as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain Renewable Power Purchase and Energy Storage Service Agreement dated as of ___________, 20__ (the “Agreement”).

2. Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________ because a Seller Event of Default (as such term is defined in the Agreement) has occurred or other occasion provided for in the Agreement where Beneficiary is authorized to draw on the letter of credit has occurred.

OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________, which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the expiration date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within thirty (30) days prior to such expiration date.

3. The undersigned is a duly authorized representative of San Diego Community Power and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to San Diego Community Power by wire transfer in immediately available funds to the following account:
[Specify account information]
San Diego Community Power
_______________________________
Name and Title of Authorized Representative
Date___________________________
Exhibit L - 1

EXHIBIT L

FORM OF GUARANTY
This Guaranty (this “Guaranty”) is entered into as of [_____] (the “Effective Date”) by and between [_____], a [______] (“Guarantor”), and San Diego Community Power, a California joint powers authority (together with its successors and permitted assigns, “Buyer”).

Recitals
A. Buyer and [SELLER ENTITY], a _____________________ (“Seller”), entered into that certain Renewable Power Purchase and Energy Storage Service Agreement (as amended, restated or otherwise modified from time to time, the “PPA”) dated as of [____], 20___.

B. Guarantor is entering into this Guaranty as Performance Security to secure Seller’s payment obligations under the PPA, as required by Section 8.8 of the PPA.

C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the PPA.

D. Initially capitalized terms used but not defined herein have the meaning set forth in the PPA.

Agreement

1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA (the “Guaranteed Amount”). The Parties understand and agree that any payment by Guarantor or Seller of any portion of the Guaranteed Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein. Notwithstanding anything to the contrary in this Guaranty, the Guaranteed Amount shall in no circumstances exceed the amount of Seller’s Performance Security under the PPA, provided that Seller shall remain subject to the replenishment obligation pursuant to Section 8.8 of the PPA following a draw of the Performance Security.

2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms and Exhibit L - 2
conditions of the PPA. If Seller fails to pay any Guaranteed Amount as required pursuant to the PPA for five (5) Business Days following Seller’s receipt of Buyer’s written notice of such failure (the “Demand Notice”), then Buyer may elect to exercise its rights under this Guaranty and may make a demand upon Guarantor (a “Payment Demand”) for such unpaid Guaranteed Amount. A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Guarantor pay under this Guaranty. Guarantor shall, within five (5) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.

3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount.

This Guaranty shall continue in full force and effect from the Effective Date until the earlier of the following: (x) all Guaranteed Amounts have been paid in full (whether directly or indirectly through set-off or netting of amounts owed by Buyer to Seller), or (y) replacement Performance Security is provided in an amount and form required by the terms of the PPA. Further, this Guaranty (a) shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of this Guaranty, and (b) subject to the preceding sentence, shall be discharged only by complete performance of the undertakings herein. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount (except any such extension provided by duly executed amendment to the PPA), or (ii) any amendment, modification or other alteration of the PPA, or (iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or
(v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller’s obligations under the PPA imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or
(vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or (vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor-relief proceeding, or (viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any Person, including Seller and any representative of Seller to enter into the PPA or perform its obligations thereunder, (B) lack of due execution, delivery, validity or enforceability, including of Exhibit L - 3
the PPA (except for any such defenses based on fraud by Buyer), or (C) Seller’s inability to pay any Guaranteed Amount or perform its obligations under the PPA; provided that Guarantor reserves the right to assert for itself any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer (except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the PPA, but that are expressly waived under any provision of this Guaranty).

4. Waivers by Guarantor. Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Paragraph 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, (c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the PPA, and (d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived; (ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the PPA; (iii) subject to Section 10, any (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or (c) change in ownership of any membership interests of, or other ownership interests in, Seller; or
(iv) the failure by Buyer or any other Person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any Person.

5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all Guaranteed Amounts or expiration of the Guaranty in accordance with Section 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.

6. Representations and Warranties. Guarantor hereby represents and warrants that (a) it has all necessary and appropriate [limited liability company][corporate] powers and authority and the legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting enforcement of creditors’ rights or general principles of equity, (c) the execution, delivery and performance of this Guaranty does not and will not contravene Guarantor’s organizational documents, any applicable Law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, Exhibit L - 4
governmental agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.

7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four (4) Business Days after mailing if sent by certified, first class mail, return receipt requested. If transmitted by facsimile, such notice shall be deemed received when the confirmation of transmission thereof is received by the party giving the notice. Any party may change its address or facsimile to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 7.

If delivered to Buyer, to it at [____]
Attn: [____]
Fax: [____]
If delivered to Guarantor, to it at [____]
Attn: [____]
Fax: [____]

8. Governing Law and Forum Selection. This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States or the courts of the State of California sitting in the City and County of San Diego, California.

9. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the PPA. No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior written consent of Buyer. No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer’s successors and permitted assigns) any benefit or right enforceable at the option of that third party. This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or unenforceable (i) such provision shall be deemed restated in accordance with applicable Laws to reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination Exhibit L - 5
shall not affect any other provision of this Guaranty and all other provisions shall remain in full force and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Guaranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart.
[Signature on next page]
Exhibit L - 6
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.

GUARANTOR:
[_______]
By:______________________________
Printed Name:__________________
Title:____________________________
BUYER:
[_______]
By:______________________________
Printed Name:__________________
Title:____________________________
By:______________________________
Printed Name:__________________
Title:____________________________
Exhibit M - 1

EXHIBIT M

FORM OF REPLACEMENT RA NOTICE
This Replacement RA Notice (this “Notice”) is delivered by [SELLER ENTITY] (“Seller”) to San Diego Community Power, a California joint powers authority (“Buyer”) in accordance with the terms of that certain Renewable Power Purchase and Energy Storage Service Agreement dated __________ (“Agreement”) by and between Seller and Buyer. All capitalized terms used in this Notice but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Pursuant to Section 3.8(b) of the Agreement, Seller hereby provides the below Replacement RA product information:

Exhibit M - 2
[SELLER ENTITY]
By:

Printed Name:

Title:

Exhibit N - 1

EXHIBIT N

NOTICES
Pelicans Jaw Solar, LLC
(“Seller”)

SAN DIEGO COMMUNITY POWER
(“Buyer”)
All Notices:

Street: 3 Lagoon Dr., Suite 280
City: Redwood City, CA
Attn: SBE Legal
Phone: 650-731-3262
Email: [email protected]
All Notices:

PO Box 12716
San Diego, CA 92112
Attn: Byron Vosburg, Director of Power
Services
Phone: (619) 880-6545
Email: [email protected]
Reference Numbers:

Duns:

Federal Tax ID Number:

Reference Numbers:

Duns:

Federal Tax ID Number:

Invoices:

Attn: SBE Asset Mgmt
Phone: 650-443-7064
Email: [email protected]
Invoices:

Attn: SDCP Settlements
Phone: (619) 880-6545
Email: [email protected]
Scheduling:

Attn: SBE Asset Mgmt
Phone: 650-443-7064
Email: [email protected]
Scheduling:

Tenaska Power Services Co.

Attn: Kara Whillock
Phone: (972) 333-6122
Email: [email protected]
Day Ahead: (817) 303-1115
Real Time: (817) 303-1852
Facsimile: (817) 303-1104
Confirmations:

Attn: SBE Asset Mgmt
Phone: 650-443-7064
Email: [email protected]
Confirmations:

Attn: SDCP Settlements
Phone: (619) 880-6545
Email: [email protected]
Payments:

Attn: SBE Asset Mgmt
Phone: 650-443-7064
Email: [email protected]
Payments:

Attn: Michael Maher
Phone: (415) 526-3020
Email: [email protected]
Wire Transfer:

BNK:

ABA:

ACCT:

Wire Transfer:

BNK:

ABA:

ACCT:

Exhibit N - 2
Pelicans Jaw Solar, LLC
(“Seller”)

SAN DIEGO COMMUNITY POWER
(“Buyer”)
With additional Notices of an Event of
Default to:

Attn: Ryan Bates, VP General Counsel
3 Lagoon Dr., Suite 280
Redwood City, CA 94065
Phone: 650-731-3262
Facsimile:

Email: [email protected],
[email protected]
With additional Notices of an Event of
Default to:

Best, Best & Krieger
Attn: Ryan Barron, General Counsel
655 West Broadway, 15th Floor
San Diego, CA 92101
Phone: (949) 263-6568
Email: [email protected]
Emergency Contact:

Attn: SBE Asset Mgmt
Phone: 650-443-7064
Email: [email protected]
Emergency Contact:

Attn: Byron Vosburg, Director of Power
Services
Phone: (619) 880-6545
Email: [email protected]
Exhibit O - 1

EXHIBIT O

STORAGE CAPACITY TESTS
Storage Capacity Test Notice and Frequency
A. Commercial Operation Date Storage Capacity Test. Upon no less than ten (10) Business Days prior Notice to Buyer, Seller shall schedule and complete a Storage Capacity Test prior to the Commercial Operation Date. Such initial Storage Capacity Test (and any subsequent Commercial Operation Storage Capacity Test permitted in accordance with Section 5 of Exhibit B) shall be performed in accordance with this Exhibit O and shall establish the initial Storage Contract Capacity and initial Efficiency Rate hereunder based on the actual capacity and capabilities of the Storage Facility determined by such Storage Capacity Test(s).

B. Subsequent Storage Capacity Tests. Following the Commercial Operation Date, , upon no less than
prior Notice to Buyer, Seller shall schedule and complete a Storage Capacity Test.

In addition, Buyer shall have the right to require a retest of the Storage Capacity Test at any time upon no less than prior Notice to Seller if Buyer provides data with such Notice reasonably indicating that the Storage Capacity has varied materially from the results of the most recent Storage Capacity Test. Seller shall have the right to run a retest of any Storage Capacity Test at any time upon prior Notice to Buyer (or any shorter period reasonably acceptable to Buyer consistent with Prudent Operating Practice).

C. Test Results and Re-Setting of Storage Contract Capacity and Efficiency Rate. No later than following any Storage Capacity Test, Seller shall submit a testing report detailing results and findings of the test. The report shall include Storage Facility Meter readings and plant log sheets verifying the operating conditions and output of the Storage Facility.

In accordance with Section 4.9(c) of the Agreement, Part II.J and Part II.K below, the actual Efficiency Rate and Storage Contract Capacity determined pursuant to a Storage Capacity Test (in the case of the Storage Contract Capacity, up to, but not in excess of, the original Storage Contract Capacity set forth on the Cover Sheet, as such original Storage Contract Capacity on the Cover Sheet may have been adjusted (if at all) pursuant to Section 5 of Exhibit B) shall become the new Storage Contract Capacity and Efficiency Rate at the beginning of the day following the completion of the test for calculating the Storage Payment and all other purposes under this Agreement.

Storage Capacity Test Procedures
PART I. GENERAL.

Each Storage Capacity Test (including the initial Storage Capacity Test and all re-performances thereof) shall be conducted in accordance with Prudent Operating Practices, the Operating Restrictions, and the provisions of this Exhibit O. For ease of reference, a Storage Capacity Test is sometimes referred to in this Exhibit O as a “SCT”. Buyer or its representative may be present Exhibit O - 2
for the SCT and may, for informational purposes only, use its own metering equipment (at Buyer’s sole cost).

PART II. REQUIREMENTS APPLICABLE TO ALL STORAGE CAPACITY TESTS.

Note: Seller shall have the right and option in its sole discretion to install storage capacity in excess of the initial Storage Contract Capacity of 118.5 MW; provided, for all purposes of this Agreement, the amount of Storage Contract Capacity shall never be deemed to exceed 118.5 MW.

A. Purpose of Test. Each SCT shall:
(1) Determine an updated Storage Contract Capacity;
(2) Determine the amount of Energy required to fully charge the Storage Facility;
(3) Determine the Storage Facility charge Ramp Rate;
(4) Determine the Storage Facility discharge Ramp Rate; and (5) Determine an updated Efficiency Rate.

B. Test Elements. Each SCT shall include the following test elements:
 The measurement of Charging Energy, as measured by the Storage Facility Meter or other mutually agreed meter, that is required to charge the Storage Facility up to the Maximum Stored Energy Level not to exceed the Storage Contract Output (MWh) (“Energy In”);
 The measurement of Discharging Energy, as measured by the Storage Facility Meter or other mutually agreed meter, that is discharged from the Storage Facility to the Delivery Point until the Stored Energy Level reaches zero MWh as indicated by the battery management system (“Energy Out”);  Electrical output at maximum discharging capacity at the Storage Facility Meter (MW);
 Electrical input at maximum charging capacity at the Storage Facility Meter (MW);
 Amount of time between the Storage Facility’s electrical output going from 0 to maximum discharging capacity;
 Amount of time between the Storage Facility’s electrical input going from 0 to maximum charging capacity;
Exhibit O - 3
 Amount of energy required to go from 0% Stored Energy Level to 100% Stored Energy Level.

C. Parameters. During each SCT, the following parameters shall be measured and recorded simultaneously for the Storage Facility, at ten (10) minute intervals:
(1) discharge time (minutes);
(2) charging energy (MWh);
(3) discharging energy (MWh);
(4) Stored Energy Level (MWh).

D. Site Conditions. During each SCT, the following conditions at the Site shall be measured and recorded simultaneously at thirty (30) minute intervals:
(1) Relative humidity (%);
(2) Barometric pressure (inches Hg) near the horizontal centerline of the Storage Facility; and
(3) Ambient air Temperature (°F).

E. Test Conditions.
(i) General. At all times during a SCT, the Storage Facility shall be operated in compliance with Prudent Operating Practices and all operating protocols recommended, required or established by the manufacturer for operation at Maximum Discharging Capacity and Maximum Charging Capacity (as each is defined in Exhibit Q).
(ii) Abnormal Conditions. If abnormal operating conditions that prevent the recordation of any required parameter occur during a SCT, Seller may postpone or reschedule all or part of such SCT in accordance with Part II.G below.
(iii) Instrumentation and Metering. Seller shall provide all instrumentation, metering and data collection equipment required to perform the SCT. The instrumentation, metering and data collection equipment electrical meters shall be calibrated in accordance with Prudent Operating Practice.

F. Incomplete Test. If any SCT is not completed in accordance herewith, Buyer may in its sole discretion: (i) accept the results up to the time the SCT stopped; (ii) require that the portion of the SCT not completed, be completed within a reasonable specified time period; or (iii) require that the SCT be entirely repeated.

Notwithstanding the above, if Seller is unable to complete a SCT due to a Force Majeure Event or the actions or inactions of Buyer or the CAISO or the PTO or the Exhibit O - 4
Transmission Provider, Seller shall be permitted to reconduct such SCT on dates and at times reasonably acceptable to the Parties.

G. Final Report. Within after the completion of any SCT, Seller shall prepare and submit to Buyer a written report of the results of the SCT, which report shall include:
(1) a record of the personnel present during the SCT that served in an operating, testing, monitoring or other such participatory role;
(2) the measured data for each parameter set forth in Part II.A through C, including copies of the raw data taken during the test; (3) the level of Storage Contract Capacity, Energy In, Energy Out, Efficiency Rate, Charging Capacity, the current charge and discharge Ramp Rate, and Stored Energy Level determined by the SCT, including supporting calculations; and
(4) Seller’s statement of either Seller’s acceptance of the SCT or Seller’s rejection of the SCT results and reason(s) therefor.

Within after receipt of such report, Buyer shall notify Seller in writing of either Buyer’s acceptance of the SCT results or Buyer’s rejection of the SCT and reason(s) therefor.

If either Party rejects the results of any SCT, such SCT shall be repeated in accordance with Part II.F.

H. Supplementary Storage Capacity Test Protocol. No later than prior to commencing Facility construction, Seller shall deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) an updated supplement to this Exhibit O with additional and supplementary details, procedures and requirements applicable to Storage Capacity Tests based on the then current design of the Facility (“Supplementary Storage Capacity Test Protocol”). Thereafter, from time to time, Seller may deliver to Buyer for its review and approval (such approval not to be unreasonably delayed or withheld) any Seller recommended updates to the then current Supplementary Storage Capacity Test Protocol. The initial Supplementary Storage Capacity Test Protocol (and each update thereto), once approved by Buyer, shall be deemed an amendment to this Exhibit O.

I. Adjustment to Storage Contract Capacity. The total amount of Discharging Energy delivered to the Delivery Point (expressed in MWh AC) during the first four (4) hours of discharge (up to, but not in excess of, the product of (i) the original Storage Contract Capacity set forth on the Cover Sheet, as such original Storage Contract Capacity on the Cover Sheet may have been adjusted (if at all) under Section 5 of Exhibit B, multiplied by (ii) four (4) hours), shall be divided by four (4) hours to determine the Storage Contract Capacity, which shall be expressed in MW AC, and Exhibit O - 5
shall be the new Storage Contract Capacity in accordance with Section 4.9(c) of the Agreement until updated pursuant to a subsequent Storage Capacity Test.

J. Adjustment to Efficiency Rate.

The total amount of Energy Out (as reported in Part II.B above) divided by the total amount of Energy In (as reported in Part II.B above), and expressed as a percentage, shall be the new Efficiency Rate, and shall be used for the calculation of liquidated damages (if any) under Exhibit C until updated pursuant to a subsequent Storage Capacity Test.

Part III. INITIAL SUPPLEMENTARY STORAGE CAPACITY TEST PROTOCOL A. Initial Supplementary Storage Capacity Test Protocol The initial Supplementary Storage Capacity Test Protocol outlined below shall not be binding on the Parties until delivery of the Supplementary Storage Capacity Test Protocol in accordance with Part II.I above and is included for the convenience of the Parties.
 Procedure:
(1) System Starting State: The Storage Facility shall be balanced using OEM procedures as appropriate and will be in the on-line state at the Minimum Storage Level.
(2) Record the initial value of the Storage Facility State-of-Charge (“SOC”). (3) Charge the Storage Facility at the Maximum Charging Capacity until the battery reaches the maximum SOC allowed at that rate. Continue charging the Storage Facility at the fixed maximum battery voltage (CV charging).

Stop the Storage Facility charge routine when the battery has reached the desired SOC, not to exceed six hours of charging.
(4) Record and store the AC energy charged to the Storage Facility as measured at the Storage Facility Meter at the Storage Facility Metering Point associated with Charging Energy (“Energy In”). All separately metered Storage Facility Station Use shall be excluded from the measurement of Energy In.
(5) Following an agreed-upon rest period, command a real power discharge that results in an AC power output of the Storage Facility’s Maximum Discharging Capacity and maintain the discharging state until the earlier of (a) the Facility has discharged at the maximum discharging level for four (4) consecutive hours, (b) the Storage Facility has reached the Minimum Storage Level, or (c) the sustained discharging level is at least 2% less than the Maximum Discharging Capacity.

Exhibit O - 6
(6) Record and store the AC Energy discharged (in MWh) as measured at the Storage Facility Meter. Such data point shall be used for purposes of calculation of the Storage Capacity.
(7) Record and store the AC Energy charged (in MWh) as measured at the Storage Facility Metering Point associated with Charging Energy. Such data point shall be used for purposes of calculation of the Efficiency Rate. (8) If the Storage Facility has not reached the Minimum Storage Level pursuant to Part III.A.5, continue discharging the Storage Facility until it reaches the Minimum Storage Level.
(9) Record and store the AC Energy discharged (in MWh) as measured at the Storage Facility Metering Points. “Energy Out” means that total AC Energy discharged (in MWh) as measured at the Storage Facility Metering Point associated with Charging Energy from the commencement of discharging pursuant to Part III.A.5 until the Storage Facility has reached the Minimum Storage Level pursuant to either Part III.A.5 or Part III.A.8, as applicable.

All separately metered Storage Facility Station Use shall be excluded from the measurement of Energy Out.
 Test Results:
(1) The resulting Efficiency Rate is calculated as Energy Out/Energy In. (2) The resulting Storage Capacity measurement is the sum of the total Discharging Energy at the Storage Facility Meter divided by four (4) hours.

Exhibit P - 1

EXHIBIT P

ANNUAL STORAGE AVAILABILITY CALCULATION
Seller shall calculate the “Annual Storage Availability” for a given month of the Delivery Term using the formula set forth below:
[AVAILHRSy + EXCUSEDHRSm]
Annual Storage Availability (%) =
[YRTHRSy]
Where:
y = relevant year “y”” in which Annual Storage Availability is calculated; YRHRSm is the total number of hours for the relevant Contract Year; AVAILHRSm is the total number of hours, or partial hours, in the month during which the Storage Facility was available to charge and discharge Energy between the Storage Facility and the Delivery Point and to provide Ancillary Services at the Delivery Point (excluding, for avoidance of doubt, all circumstances at the high-voltage side of the Delivery Point or beyond that may limit Seller’s delivery of Product). If the Storage Facility is available pursuant to the preceding sentence during any applicable hour, or partial hour, but for less than the full amount of the Storage Contract Capacity, the AVAILHRSm for such time period shall be calculated by multiplying such AVAILHRSm by a percentage determined by dividing (a) by (b); where (a) is the lower of (i) such Storage Capacity amount reported as available by Seller’s real-time EMS data feed to Buyer for the Storage Facility for such hours, or partial hours, and (ii) Seller’s most recent Availability Notice, and (b) is the Storage Contract Capacity; and EXCUSEDHRSm

If the Storage Facility or any component thereof was previously deemed unavailable for an hour or part of an hour, and Seller provides a revised Notice indicating the Storage Facility is available for that hour or part of an hour by 5:00 a.m. of the morning Buyer schedules or bids the Storage Exhibit P - 2
Facility in the Day-Ahead Market, the Storage Facility will be deemed to be available to the extent set forth in the revised Notice.

Availability Adjustment. If the Annual Storage Availability during any Contract Year of the Delivery Period is less than the Guaranteed Storage Availability, then Seller shall owe Buyer an Availability Adjustment Payment for such Contract Year, where “Availability Adjustment Payment” means an amount equal to the product of (a) the sum of the Monthly Capacity Payments for the months in such Contract Year, multiplied by (b) the Availability Adjustment for such Contract Year.

The applicable “Availability Adjustment” or “AA” is calculated as follows:

Exhibit Q - 1

EXHIBIT Q

OPERATING RESTRICTIONS
The Parties will develop and finalize the Operating Restrictions prior to the Commercial Operation Date; provided, the Operating Restrictions (i) may not be materially more restrictive of the operation of the Facility than as set forth below, unless agreed to by Buyer in writing, (ii) will, at a minimum, include the rules, requirements and procedures set forth in this Exhibit Q, (iii) will include protocols and parameters for Seller’s operation of the Storage Facility in the absence of Discharging Notices or other similar instructions from Buyer relating to the use of the Storage Facility, and (iv) may include facility scheduling, operating restrictions and Communications Protocols.

File Update Date:

Technology: Photovoltaic and Lithium-ion Battery Energy Storage Storage Unit Name: Pelicans Jaw [X]
A. Contract Capacity
Initial Storage Contract Capacity (MW): 118.5 MW
Current Storage Contract Capacity (MW): As determined by most recent Storage Capacity Test
B. Total Unit Dispatchable Range Information
Interconnect Voltage (kV) 230 kV
Maximum State of Charge (SOC) during Charging 100%
Minimum State of Charge (SOC) during Discharging 0%
Maximum Stored Energy Level (MWh): 474 MWh prior to COD, and the product of 4 hours and the then-current Storage Contract Capacity after COD
Minimum Stored Energy Level (MWh): 0 MWh
Maximum Charging Capacity (MW): 118.5 MW prior to COD, and the then-current Storage Contract
Capacity after COD
Maximum Discharging Capacity (MW): 118.5 MW prior to COD, and the then-current Storage Contract
Capacity after COD
C. Maximum Throughput
Maximum Daily Throughput: 474 MWh prior to COD, and the product of 4 hours and the then-current Storage Contract Capacity after COD
Maximum Annual Throughput: 173,010 MWh prior to COD, and the product of 365 days, 4 hours,
and the then-current Storage
Contract Capacity after COD
D. Charge and Discharge Rates
Ramp Rate
(MW/minute) Description
Energy 20 MW/minute
E. Ancillary Services
Spinning reserve is included: Yes
Non-spinning reserve is included: Yes
Exhibit Q - 2
Regulation up is included: Yes
Regulation down is included: Yes
Black start is included: No
Voltage support is included: No
Exhibit R - 1

EXHIBIT R

METERING DIAGRAM
Exhibit S - 1

EXHIBIT S

WORKFORCE DEVELOPMENT
Sample Supplier Diversity Survey
Please note that not all questions may apply to your business. For the questions that do not apply, please skip them or answer "Not Applicable" or “Decline to State.” Pursuant to Proposition 209, SDCP does not give preferential treatment based on race, sex, color, ethnicity, or national origin. Providing information in these categories is optional and will not impact your participation in any future SDCP solicitation selection process. Responses are collected for informational and reporting purposes only pursuant to Senate Bill (SB) 255. *Required

1. Business Name*

2. Email Address*

3. Where is your business located/headquartered?

4. Is your business certified under General Order 156 (GO 156)? GO 156 is a California Public Utilities Commission ruling that requires utility entities to report annually on their contracts with majority women-owned, minority owned, disabled veteran-owned and LGBT-owned business enterprises (WMDVLGBTEs) in all categories. Qualified businesses become GO 156 Certified through the CPUC and are then added to the GO 156 Clearinghouse database at www.thesupplierclearinghouse.com*
Yes
No
Qualified as a WMDVLGBTBE but not GO 156 certified

5. If you answered “yes” to Question 4, when does your certification expire?

6. If you answered “yes” or “qualified, but not certified” to Question 4, in which categories are you certified or qualified? Please choose all that apply.

Minority Owned
Women Owned
LGBT Owned
Disabled Veteran Owned
Exhibit S - 2
Small Business Enterprise, as defined by 8(d) of the Small Business Act

7. If your business is a minority-owned business enterprise, what GO156 certification or qualification does your business fall under?
Black American
Hispanic American
Asian Pacific American
Native American

8. Please list the Standardized Industrial Code (SIC) of the products and services your business offers. Search for your SIC in the “Commodity Codes” search bar, here:
https://sch.thesupplierclearinghouse.com/FrontEnd/SearchCertifiedDirectory. asp.

9. If certified under GO 156, please list your annual business revenue as reported to the CPUC Supplier Clearinghouse. You may check your CPUC Supplier Clearinghouse status here:
https://sch.thesupplierclearinghouse.com/ FrontEnd/SearchCertifiedDirectory.asp.

10. If your business is qualified, but not GO 156 certified, please identify the reasons for not completing the certification process?

11. If your business has used GO 156 certified subcontractors for your SDCP contract, please include a list of your subcontractor business names, if the subcontract is for products or services, and the anticipated subcontract amount. Example: Electrical Design Technology, Inc.; products (batteries); $100,000.

12. If applicable, please describe any hiring policies your business has for using small, local, and/or economically disadvantaged subcontractors or for using subcontractors that qualify for the GO 156 Supplier Clearinghouse.

13. Does your business have a history of using apprenticeship programs, local-hires, union labor, or multi-trade project labor agreements? Local hires can be defined as labor-sourced from within SDCP’s service area.

Yes, apprenticeship programs in this recent contract with SDCP Yes, local labor in this recent contract with SDCP
Yes, union labor in this recent contract with SDCP
Yes, multi-trade PLA in this recent contract with SDCP
Yes, apprenticeship programs but not in this contract with SDCP Yes, history of local hire but not in this contract with SDCP Exhibit S - 3
Yes, history of union labor but not in this contract with SDCP Yes, history of multi-trade PLA but not in this contract with SDCP Uses California-based labor, but not local to SDCP’s service areas None of the above
Not applicable

14. Are you a small business? Please refer to the Small Business Association’ Size Standards tool for more information: https://www.sba.gov/sizestandards.

Yes
No

15. If you answered “yes” to Question 14, please describe your history with labor agreements, union labor, multi-trade labor, apprenticeship labor, or how many local workers/businesses you employ for your contract with SDCP.

16. Is there any additional feedback that you would like to provide to SDCP at this time?

17. Does the bidder have formal initiatives to promote diversity, equity, and inclusion among its workforce?

18. If the answer to question 33 is “Yes”, please explain and provide supporting documentation.

19. Has the bidder adopted formal Environmental, Social, and Governance (ESG) goals?

20. If the answer to question 36 is “Yes”, please explain and provide supporting documentation.

SAN DIEGO COMMUNITY POWER
Staff Report – Item 18
--------------------------------------------------------------------------------------------------------------------- To: San Diego Community Power Board of Directors
From: Byron Vosburg, Managing Director, Power Services; and Kenny Key, Director of Power Contracts

Via: Karin Burns, Chief Executive Officer
Subject: Resource Adequacy Agreement with SE US Development, LLC Date: January 18, 2024
---------------------------------------------------------------------------------------------------------------------

RECOMMENDATION
Adopt the proposed Resource Adequacy Agreement with SE US Development, LLC and authorize the CEO to execute the agreement.

BACKGROUND
As San Diego Community Power (SDCP) strives to meet its environmental, financial, and regulatory compliance goals and requirements, long-term contracts of at least 10 years in duration are integral components of its portfolio. Long-term contracts provide renewable generation and clean energy storage facility developers with the certain revenue stream against which they can finance up-front capital requirements, so each long-term contract that SDCP signs with a developing facility will underpin a new, incremental project. In addition, long-term contracts lock in energy and capacity supply around which SDCP can build its power supply portfolio while also providing power supply cost certainty around which SDCP can develop its pro forma financial model.

In D.21-06-025, the California Public Utilities Commission (CPUC) required each Load Serving Entity (LSE) in California to make significant long-term purchase commitments for resource adequacy from new, incremental generation and storage facilities that will achieve commercial operation during 2023 through 2026. Further, Decision 23-02-040 allowed LSEs to contract for long-lead time resources, including long duration storage, with commercial operations out into 2028 to meet its resource adequacy requirements.

The proposed Resource Adequacy Agreement is for resource adequacy benefits from a 402 MW/1,208 MWh, 4-hour battery energy storage facility (“Athos”) with SE US Development, LLC, a subsidiary of SB Energy (“SBE”). The Agreement originated from an offer SDCP received in late 2023 via its 2023 Request for Information for projects seeking to apply to the CAISO Transmission Planning Process in 2024. SDCP engaged with SBE after short-listing the project and has reached terms mutually agreeable to both parties.

ANALYSIS AND DISCUSSION
Staff negotiated the attached resource adequacy Agreement for the purchase of resource adequacy benefits from the Athos project, which is a standalone battery storage project to be developed in Riverside County by SBE.

Below is additional information regarding SBE and the Agreement.

Contract Overview – Athos
• Project Nameplate Capacity: 402 MW/1,208 MWh (4-hour) lithium-ion battery energy system
• Project location: Kern County, California
• Guaranteed commercial operation date: June 1, 2026
• Deliverability: Contract is contingent on SBE obtaining delivery for the Athos project via the CAISO Transmission Planning Process in 2024 • Contract term: 5 years
• Pricing: Fixed price
• SDCP would receive financial compensation in the event of seller’s failure to successfully achieve certain development milestones as well as seller’s failure to meet guaranteed resource adequacy guarantees once the project is operational. • SDCP would receive an option to contract with SBE a full energy service storage agreement for the Athos project for deliveries beginning in 2029 should the project obtain deliverability in the 2024 CAISO Transmission Plan Process Community Benefits:
• Project development will bring approximately 45-50 clean-energy jobs during construction and approximately 1 full-time equivalent jobs during operations. • The project is committed to executing a Project Labor Agreement and will identify the unions involved when the agreement is negotiated.
• The project will be developed at SBE’s operating Athos I & II solar projects, minimizing any impacts on the surrounding communities.

COMMITTEE REVIEW
None.

FISCAL IMPACT
The competitive capacity pricing of the Agreement is confidential, but the long-term purchase of resource adequacy will provide SDCP with significant value and cost certainty over the term of this Agreement.

ATTACHMENTS
Attachment A: Resource Adequacy Agreement with SE US Development, LLC CONFIDENTIAL: Seller 1.11.24 DRAFT V2
1 RESOURCE ADEQUACY AGREEMENT

COVER SHEET
A. Parties
Seller: SE US Development, LLC, a Delaware limited liability company Buyer: San Diego Community Power, a California joint powers authority B. Primary Unit Information
Unit Name: Athos Storage B
Location:

Riverside County north of I-10
and approximately 4 miles
northeast of the town of Desert
Center
CAISO Resource ID: [to be provided by Seller prior to
start of Delivery Term]
Unit SCID: [to be provided by Seller prior to
start of Delivery Term]
Unit NQC: 402.3 MW (expected)
Unit EFC: 804.6 MW (expected)
Resource Type: Battery Energy Storage System
Resource Category (1, 2, 3 or 4): 1
FCR Category (1, 2 or 3): 2
Path 26 (North or South): South
Local Capacity Area (if any, as of Effective Date): Not Applicable Deliverability restrictions, if any, as described in
most recent CAISO deliverability assessment: None (as of the Effective Date) Run Hour Restrictions None (as of the Effective Date)
C. RA Product and Attributes
Throughout the Delivery Term, Seller shall provide Buyer with the Designated RA Capacity having the following attributes:
☒ RAR Attributes
CONFIDENTIAL: Seller 1.11.24 DRAFT V2
2 ☒ RAR Attributes with FCR Attributes
☐ LAR Attributes
☐ LAR Attributes with FCR Attributes
☒ FCR Attributes
D. Delivery Term
The Delivery Term is five (5) Contract Years.

E. Contract Quantities
The Contract Quantities for each Showing Month of the Delivery Term shall be:

RAR Attributes: Four Hundred Two and Three-Tenths (402.3) MW NQC FCR Attributes: Eight Hundred Four and Six-Tenths (804.6) MW EFC F. Contract Price
The Contract Price shall be: multiplied by the Contract Quantity of RAR Attributes delivered during each Showing Month of the Delivery Term.

G.
.

Development Security: $ /kW multiplied by the Contract Quantity of RAR Attributes.

Performance Security: $ /kW multiplied by the Contract Quantity of RAR Attributes.

H. Milestones
Milestone Date for
Completion
Site Control obtained
Federal and State permits obtained
Interconnection Agreement executed
Construction Start expected
Deliverability Outside Date
Guaranteed Initial Delivery Date
CONFIDENTIAL: Seller 1.11.24 DRAFT V2
3 I. Contract Capacity
402.3 MW-AC at four (4) hours of continuous discharge.

CONFIDENTIAL: Seller 1.11.24 DRAFT V2
4 TABLE OF CONTENTS
COVER SHEET .......................................................................................................................................................... 1 PREAMBLE ................................................................................................................................................................ 7 ARTICLE 1: DEFINITIONS ..................................................................................................................................... 7 ARTICLE 2: TERM; DELIVERY TERM; CONDITIONS PRECEDENT ........................................................ 17

2.1 Term........................................................................................................................................................... 17

2.2 Conditions Precedent to Initial Delivery Date. .......................................................................................... 17 ARTICLE 3: TRANSACTION, DELIVERY AND PAYMENT ........................................................................... 18

3.1 Resource Adequacy Capacity Product. ...................................................................................................... 18

3.2 Seller’s and Buyer’s Obligations. .............................................................................................................. 19

3.3 [Reserved]. ................................................................................................................................................. 19

3.4 Delivery Point. ........................................................................................................................................... 19

3.5 Planned Outages. ....................................................................................................................................... 19

3.6 Alternate Capacity and Replacement Units. .............................................................................................. 19

3.7 Delivery of Product. ................................................................................................................................... 20

3.8 Damages for Failure to Provide Designated RA Capacity. ........................................................................ 21

3.9 Indemnities for Failure to Deliver Contract Quantity. ............................................................................... 21

3.10 Monthly RA Capacity Payment. ................................................................................................................ 22

3.11 Allocation of Other Payments and Costs. .................................................................................................. 22

3.12 Force Majeure. ........................................................................................................................................... 23 ARTICLE 4: CAISO OFFER REQUIREMENTS ................................................................................................. 23 ARTICLE 5: EVENTS OF DEFAULT; REMEDIES ............................................................................................ 24

5.1 Events of Default. ...................................................................................................................................... 24

5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. ................................ 25

5.3 Net Out of Settlement Amounts. ................................................................................................................ 26

5.4 Notice of Payment of Termination Payment. ............................................................................................. 26

5.5 Disputes with Respect to Termination Payment. ....................................................................................... 26

5.6 Closeout Setoffs. ........................................................................................................................................ 26 ARTICLE 6: PAYMENT AND NETTING ............................................................................................................. 27

6.1 Billing Period. ............................................................................................................................................ 27

6.2 Timeliness of Payment............................................................................................................................... 27

6.3 Disputes and Adjustments of Invoices. ...................................................................................................... 27

6.4 Netting of Payments. ................................................................................................................................. 27

6.5 Payment Obligation Absent Netting. ......................................................................................................... 28 ARTICLE 7: LIMITATIONS .................................................................................................................................. 28

7.1 Limitation of Remedies, Liability and Damages. ...................................................................................... 28 ARTICLE 8: GOVERNMENTAL CHARGES ...................................................................................................... 29

8.1 Cooperation. .............................................................................................................................................. 29

8.2 Governmental Charges. ............................................................................................................................. 29 CONFIDENTIAL: Seller 1.11.24 DRAFT V2
5 ARTICLE 9: [RESERVED] ..................................................................................................................................... 29 ARTICLE 10: REPRESENTATIONS; WARRANTIES; COVENANTS ............................................................ 29

10.1 Mutual Representations and Warranties. ................................................................................................... 29

10.2 Buyer and Seller Covenants. ...................................................................................................................... 30

10.3 Seller Representations, Warranties and Covenants. ................................................................................... 31

10.4 Buyer Representations, Warranties and Covenants. .................................................................................. 32 ARTICLE 11: CONFIDENTIALITY ...................................................................................................................... 32 ARTICLE 12: BUYER’S RE-SALE OF PRODUCT ............................................................................................. 33 ARTICLE 13: COMPLIANCE OBLIGATION ..................................................................................................... 34 ARTICLE 14: COLLATERAL REQUIREMENTS .............................................................................................. 34

14.1 Development Security................................................................................................................................ 34

14.2 Performance Security. ................................................................................................................................ 35

14.3 First Priority Security Interest in Cash or Cash Equivalent Collateral. ...................................................... 35 ARTICLE 15: INSURANCE .................................................................................................................................... 36

15.1 Insurance. ................................................................................................................................................... 36

15.2 Evidence of Insurance. ............................................................................................................................... 37 ARTICLE 16: UNIT CONSTRUCTION AND INITIAL DELIVERY DATE .................................................... 38

16.1 Construction of the Unit. ........................................................................................................................... 38

16.2 Initial Delivery Date. ................................................................................................................................. 38 ARTICLE 17: MISCELLANEOUS ......................................................................................................................... 43

17.1 Title and Risk of Loss. ............................................................................................................................... 43

17.2 Indemnity. .................................................................................................................................................. 43

San Diego Community Power Board of DirectorsJanuary 18, 2024

San Diego Community Power Board of Directors
January 18, 2024