3._CSUB_SLPPA.pdf

MEA #

(Contractor)

CSUB Solar & Battery: Exhibit A – SLPPA

SOLAR AND BATTERY SITE LICENSE POWER PURCHASE AGREEMENT (SLPPA)

AGREEMENT NUMBER: ________________________

THIS SOLAR AND BATTERY SITE LICENSE POWER PURCHASE AGREEMENT BY AND BETWEEN

THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY AND SLPPA PROVIDER

FOR THE LICENSED AREA LOCATED AT

CALIFORNIA STATE UNIVERSITY BAKERSFIELD

DATED AS OF THE EFFECTIVE DATE

This Solar and Battery Site License Power Purchase Agreement ("Agreement") is made and effective as of the Effective Date by and between the Trustees of the California State University, on behalf of California State University, Bakersfield ("University") (collectively, "Trustees") and the SLPPA Provider identified in the signature block ("SLPPA Provider" or "Licensee").

RECITALS:

WHEREAS, Trustees are authorized to lease or license their real property pursuant to Section 89048(e) of the California Education Code; and

WHEREAS, Trustees own certain real property in the County of Kern, State of California, upon which is located the Licensed Area on the premises of California State University, Bakersfield; and

WHEREAS, SLPPA Provider desires to obtain, and Trustees desire to provide, a limited license to use the Licensed Area to install, maintain, own, operate, and remove a solar photovoltaic and battery energy storage system on the Licensed Area; and

WHEREAS, SLPPA Provider desires to sell, and Trustees desire to purchase, Electricity produced by the solar photovoltaic and battery energy storage system ("System"), as further defined in this Agreement and the Project Manual;

WHEREAS, the Project is being procured as an advanced shovel-ready solar photovoltaic and battery energy storage microgrid project based on RFP Project Documents, technical specifications, interconnection documentation, equipment selections, schedule assumptions, and related non-confidential project information made available to proposers through the Request for Proposals; and

NOW, THEREFORE, in consideration of these recitals, the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

RECITALS 2

ARTICLE 1 DEFINITIONS 5

ARTICLE 2 TERM 15

ARTICLE 3 USE 16

ARTICLE 4 SALE OF ELECTRICITY 19

ARTICLE 5 SYSTEM INVOICING AND PAYMENT 21

ARTICLE 6 METERING 22

ARTICLE 7 SYSTEM DOCUMENTS 23

ARTICLE 8 SYSTEM CONSTRUCTION AND INSTALLATION 27

ARTICLE 9 SLPPA PROVIDER’S PERFORMANCE OBLIGATIONS 33

ARTICLE 10 TRUSTEES OBLIGATIONS 35

ARTICLE 11 GENERAL TERMS AND CONDITIONS 37

ARTICLE 12 SYSTEM FINANCING AND ASSIGNMENT 41

ARTICLE 13 REMOVAL OF SYSTEM 44

ARTICLE 14 INTENTIONALLY LEFT BLANK 45

ARTICLE 15 DEFAULT 46

ARTICLE 16 EARLY TERMINATION 49

ARTICLE 17 INDEMNIFICATION 52

ARTICLE 18 INSURANCE 53

ARTICLE 19 OTHER TERMS AND CONDITIONS 56

TABLE OF CONTENTS (continued)

RIDER SCHEDULE

RIDER A RESERVED - NO FREESTANDING RIDER A

RIDER A-1 MAP AND PREMISES LOCATION AND LICENSED AREA

RIDER A-2 SOLAR GENERATION SUMMARY AND KNOWN SITE RESTRICTIONS

RIDER B-1 SLPPA GENERAL CONDITIONS

RIDER B-2 UNIVERSITY SPECIFIC SUPPLEMENTAL CONDITIONS

RIDER C PERFORMANCE GUARANTEE

RIDER D OPERATIONAL ACCESS PROCEDURES FOR THE SITE AND LICENSED AREA

RIDER E SCHEDULE

RIDER F BOND FORMS

RIDER G TRUSTEES CONSENT AND ESTOPPEL CERTIFICATE TEMPLATE

RIDER H SLPPA PROVIDER SAMPLE ELECTRICITY INVOICE

RIDER I SCOPE OF WORK, FINAL SLPPA RATE AND ARRAY LAYOUT

RIDER J UNIVERSITY PREMISES SPECIFC GEOTECHNICAL SOILS REPORT(S)

RIDER K RESERVED / EXCLUDED - PRIOR SOLAR 4 RFP TEMPLATE NOT INCORPORATED

END OF TABLE OF CONTENTS

1. DEFINITIONS

Except as specifically provided to the contrary in this Agreement, or unless the context clearly requires otherwise, the capitalized terms in this Agreement shall have the meanings set forth below.

1.1. “AC” means alternating current.

1.2. “Access Procedures” means the Site access procedures for SLPPA Provider set forth in Rider D and, if applicable, Appendix A of Rider B-2 (University Site Specific Construction Requirements).

1.3. “Addendum” or “Addenda” mean(s) any document(s) issued by Trustees during the bidding process that may modify or supersede portions of the Request for Proposals.

1.4. “Affiliate” means, with respect to SLPPA Provider, any other legal entity directly or indirectly controlling, controlled by, or under common control with SLPPA Provider.

1.5. “Agreement” means this Solar and Battery Site License Power Purchase Agreement and all riders, attachments, and appendixes attached hereto or incorporated by reference.

1.6. “Alterations” means changes to, replacement of, or alteration to the System, including the erection of additions and structures in or upon the System as further defined in Section 8.14.

1.7. “ANSI” means American National Standards Institute.

1.8. “Applicable Law” means any and all applicable federal, state, and local laws, codes, ordinances, rules and regulations, and all issued permits and licenses.

1.9. “As-Built Drawings” means the SLPPA Provider’s annotated set of Construction Documents that have been contemporaneously revised by the SLPPA Provider during the course of the System’s installation and construction to identify changes to the System subsequent to the approval of the Construction Documents so as to record the System’s actual physical constructed condition.

1.10. “As-Is” means the term used to notify SLPPA Provider that no express or implied warranty regarding the Site and Licensed Area is provided by Trustees. SLPPA Provider therefore takes the Site and Licensed Area at SLPPA Provider's own risk, without recourse against Trustees for their condition or performance.

‘As is’ translates into ‘with all faults.’

1.11. “ASME” means American Society of Mechanical Engineers.

1.12. “Battery Energy Storage System” or “BESS” means the lithium iron phosphate battery energy storage system included in the Project, currently contemplated as three Tesla Megapack 2XL grid-forming battery units with aggregate capacity of approximately 2,937.6 kW / 11,750 kWh, or 2.93 MW / 11.75 MWh, together with all battery enclosures, battery management systems, HVAC or thermal management systems, fire detection and suppression systems, monitoring systems, site controller, transformers, switchgear, wiring, communications, metering, controls, warranties, commissioning services, preventive maintenance services, and all related appurtenances, as further described in Rider I and the approved Construction Documents.

1.13. “Billing Cycle” means the period in which SLPPA Provider shall bill Trustees for the Electricity delivered by the System, which shall be on a calendar month basis following the Notice of Commercial Operation.

1.14. “Business Day” means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York, are authorized or required to close. The first Friday after the US Thanksgiving holiday shall not be a Business Day.

1.15. “CEC” means the California Energy Commission.

1.16. “California Solar Initiative” or “CSI” means the solar rebate program for California consumers who are customers of the investor-owned utilities - Pacific Gas and Electric, Southern California Edison, San Diego Gas & Electric.

1.17. “CEQA” means the California Environmental Quality Act, which is a California environmental law that provides certain rules and regulations related to the issuance of permits and approval of projects. CEQA applies to all discretionary projects proposed to be conducted or approved by a California public agency, including private projects requiring discretionary government approval.

1.18. “COD” means the Commercial Operation Date.

1.19. “Collateral Assignment” means an assignment, if any, to a Lender of certain rights and interests of the SLPPA Provider in the System or this Agreement for any time period during the Term.

1.20. “Commercial Operation Date” means the date on which the System commences delivery of Electricity from the System and shall not be earlier than the date all of the following conditions have been met: (a) the System is substantially complete and available for commercial operation to the full extent of designed capability as demonstrated during commissioning and performance validation; (b) all permits and licenses required under Applicable Law in connection with operation of the System have been obtained and are in full force and effect; (c) Trustees have entered into the interconnection agreement for the System with the applicable Local Electric Utility and all pre-parallel inspection, non-export, testing, and permission-to-operate requirements have been satisfied; and (d) SLPPA Provider has provided the Notice of COD to Trustees.

1.21. “Average Campus Utility Rate” means, for the applicable Contract Year, the fully loaded avoided utility cost for University retail electric service, expressed in $/kWh, calculated using the applicable Utility tariff(s), actual campus utility bills, billing determinants, interval meter data, and the account(s) the System serves or offsets. The rate shall include all retail utility charges that would reasonably have been avoided by the same quantity and timing of System production or shortfall kWh, including generation or commodity charges, energy procurement charges, transmission charges, distribution charges, public purpose program charges, nuclear decommissioning charges, competition transition charges, wildfire charges, DWR or bond charges, non-bypassable charges, volumetric taxes, franchise fees, surcharges, and other kWh-based or usage-related retail utility charges, in each case to the extent applicable to University service and avoidable by System production. Fixed customer charges, minimum charges, deposits, interconnection charges, financing charges, late charges, penalties, one-time extraordinary charges or credits, and other charges not reduced by System production are excluded. Demand charges, standby charges, and other non-kWh charges are included only to the extent Trustees reasonably determine, using applicable billing determinants, interval data, and the applicable tariff, that the specific charge was actually and quantifiably avoided by System production or increased by the shortfall kWh during the applicable billing interval. If multiple accounts or rate schedules apply, Trustees shall calculate a reasonable weighted average based on the affected accounts, rate schedules, time periods, and kWh usage. Trustees shall provide reasonable supporting documentation from applicable campus utility bills, tariffs, billing determinants, and interval data with any annual shortfall calculation.

1.22. “Construction Completion Date” is intentionally not used as a separate controlling milestone for liquidated damages. The controlling milestone for schedule liquidated damages is the Guaranteed Commercial Operation Date / PTO and Project Completion deadline stated in Sections 8.6 through 8.8 and Rider E.

1.23. “Construction Documents” means the design drawings, specifications, general conditions, supplementary general conditions, special conditions, addenda, and change orders developed to convey in detail the design, function, and construction of the System.

1.23A. “Construction-Cost Base” means the mutually comparable cost base used solely to calculate the Transaction Fee. It includes the full installed physical Project cost for the System, including BESS and battery equipment/procurement, PV modules, inverters, racking, transformers, switchgear, controls, balance-of-system equipment, sales/use taxes, freight, shipping, delivery, civil/electrical work, labor, EPC/general contractor costs, contractor general conditions, contractor overhead/profit, permitting, interconnection construction work, commissioning, testing, and construction contingency. It excludes the Transaction Fee itself, financing, tax-equity, lender costs, developer return or sponsor profit, tax-credit or incentive monetization costs, long-term O&M, extended warranties not part of construction or equipment purchase, insurance not allocable to construction, end-of-term removal/restoration, utility bills, and other non-construction commercial costs. The Bundled Project Advancement and Procurement Cost shall not be added to the Construction-Cost Base as a separate duplicate line item; however, the underlying battery, equipment, procurement, deposit, delivery, tax, or construction costs included in that bundled amount shall be included once to the extent they are part of the installed physical Project cost. SLPPA Provider shall not manipulate cost allocations to reduce the Transaction Fee.

1.24. “Construction Start Date” has the meaning provided in Section 8.3.

1.25. “Contract Year” means each twelve-month period commencing on the COD and each anniversary thereof.

1.26. “Controlling Interest” with respect to SLPPA Provider means fifty percent (50%) or more of outstanding ownership interest or the power to vote such percentage of ownership interest.

1.27. “CPUC” means the California Public Utilities Commission.

1.28. “CSU” means the Trustees of the California State University.

1.29. “CSU Deputy Building Official” means an individual appointed by the California State University, Bakersfield and who is responsible for University-specific building code, and administrative and operational control. This individual acts under the authority of the CSU Building Official in the CSU Office of the Chancellor, who is responsible for the overall administration and operational control of the building code for the CSU.

1.30. “Data Room” is intentionally not used as a controlling term. Non-confidential project information made available to proposers during procurement is referred to in this Agreement as “RFP Project Documents.”

Confidential vendor, assignment, procurement-transfer, and NDA-restricted materials provided only to the Successful Proposer after award are referred to as “Post-Award Assignment Materials.”

1.31. “DC” means direct current.

1.32. “Deemed Generated Energy” means the quantity of electric energy, expressed in kWh, that SLPPA Provider reasonably calculates would have been produced by the System and made available at the Electrical Interconnection Point during a relevant measurement period but for an event for which Trustees are responsible or a Trustees-directed shutdown or curtailment for which this Agreement expressly provides an In Lieu of Electricity Payment. Deemed Generated Energy shall be calculated using commercially reasonable methods based on available historical, modeled, meteorological, meter, and operating data.

Deemed Generated Energy does not include production lost due to utility outage, PG&E curtailment, PTO/interconnection restriction, insufficient campus load under non-export operation, Force Majeure, SLPPA Provider failure, approved maintenance, or other Rider C excused events, except to the extent directly caused by Trustees breach or Trustees-directed action.

1.33. “Demand Response” refers to energy resource programs that compensate electricity customers for reducing consumption.

1.34. “DER” means Distributed Energy Resource(s).

1.35. “Differing Site Conditions” has the meaning provided in Section 8.13.

1.36. “Disclosing Party” has the meaning provided in Section 19.33.

1.37. “Double Incentive” means Rebates, discounts, Incentives or services from any other CPUC-authorized energy efficiency program for the System. Notwithstanding any other provision hereof, Double Incentive does not include: (a) any state or federal investment tax credits associated with the System; (b) any other state or federal tax credits or tax benefits (including depreciation) associated with the System; and (c) Renewable Energy Credits generated by the System.

1.38. “Due Date” means thirty (30) days after receipt by Trustees of SLPPA Provider's invoice for delivery of

Electricity.

1.39. “EEP” means Expected Electricity Production for the System for a Contract Year. Unless Rider C states a different EEP schedule, EEP equals the applicable Contract Year Guaranteed Solar Production in Rider C divided by 0.90, using the same degradation and expected-curtailment assumptions embedded in Rider C.

EEP is a performance-modeling and remedy reference only and is not a cap on Trustees’ obligation to purchase Electricity delivered under Section 4.2.

1.40. “Effective Date” means the date set forth in the first paragraph of this Agreement.

1.41. “Electrical Interconnection Point” means the point(s) specified in the Construction Documents where the System connects to the existing electrical transmission line(s) serving the Site.

1.42. “Electricity” means electrical energy, measured in kilowatts and kilowatt-hours, that is produced, stored, discharged, or delivered by the System to Trustees at the Electrical Interconnection Point and that conforms to the applicable Local Electric Utility and/or authoritative regulatory body standards.

1.43. “Energy Management System” means a computer application system used by University facility operators to monitor, control, and optimize the performance of the electricity and/or transmission system on University premises.

1.44. “Environmental Attributes” means any and all credits, offsets and other benefits related to the avoidance of the emission of any gas, chemical or other substance into the air, soil or water resulting from the use of renewable energy, including but not limited to Renewable Energy Credits and any similar benefits for which a market may exist now, or at a future time, and all reporting rights with respect to the Environmental Attributes.

1.45. “Environmental Laws” means all federal, state, and local laws, statutes, ordinances, and regulations now or hereafter in effect, and in each case as amended, and any judicial or administrative interpretation thereof relating to the regulation and protection of human health, safety, the environment, and natural resources (including, without limitation, ambient air, surface water, groundwater, wetlands, land, surface or subsurface strata, wildlife, aquatic species, and vegetation), including, without limitation, laws and regulations relating to emissions, discharges, releases, or threatened releases of hazardous materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials. However, this definition shall in no way be considered, or otherwise serve, to waive or abridge any of CSU’s immunities, including but not limited to those under the Eleventh Amendment to the U.S. Constitution, or to subject CSU to any laws to which it is immune under the Eleventh Amendment or any other applicable immunity.

1.46. “FEOC/PFE” means foreign entity of concern and prohibited foreign entity requirements, restrictions, or diligence matters applicable to the System or any tax credit, incentive, financing, or procurement requirement associated with the System.

1.47. “Fiscal Year” means the State of California fiscal year, beginning on July 1 of each calendar year and ending on June 30 of the following calendar year.

1.48. “General Conditions” means the SLPPA General Conditions as set forth in the Request for Proposals, which is attached hereto as Rider B-1.

1.49. “Guaranteed Construction Completion Date” is intentionally not used as a separate controlling milestone.

The System schedule is governed by the Guaranteed Commercial Operation Date / PTO and Project Completion deadline stated in Sections 8.6 through 8.8 and Rider E.

1.50. “Hazardous Material” means, without limitation, any substance defined as “hazardous substance,” “hazardous waste,” “extremely hazardous waste,” or stated to be known to cause cancer or reproductive toxicity, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act as amended, 49 U.S.C. Section 5101, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.;

the Federal Water Pollution Control Act, 33 U.S.C. Section 1317 et seq.; Sections 25115, 25117, 25122.7, 25140, 25281, 25316 or 25501 of the California Health & Safety Code; and any substance regulated pursuant to any environmental law(s). The term “Hazardous Material” includes, but is not restricted to, asbestos, polychlorobiphenyls (“PCBs”) and petroleum.

1.51. “IEEE” means Institute of Electrical and Electronics Engineers.

1.52. “Incentive” means financial support, including Rebates and low-interest loans, funded or administered by any utility (PG&E, SCE or SDG&E, SMUD or TID) or the CPUC, to install facilities such as the System.

Notwithstanding any other provision hereof, Incentive does not include (a) the state or federal investment tax credits associated with the System (b) any other state or federal tax credits or tax benefits (including depreciation) associated with the System, or (c) Renewable Energy Credits.

1.53. “In Lieu of Electricity Payment” means the amount for the applicable Contract Year as set forth in the table below as provided in Sections 5.1 and 11.7.

Contract Year

In Lieu of Electricity Payment ($ / kWh)

1 $__________ / kWh

2 $__________ / kWh

3 $__________ / kWh

4 $__________ / kWh

5 $__________ / kWh

6 $__________ / kWh

Year

In Lieu of Electricity Payment ($ / kWh)

7 $__________ / kWh

8 $__________ / kWh

9 $__________ / kWh

10 $__________ / kWh

11 $__________ / kWh

12 $__________ / kWh

13 $__________ / kWh

14 $__________ / kWh

15 $__________ / kWh

16 $__________ / kWh

17 $__________ / kWh

18 $__________ / kWh

19 $__________ / kWh

20 $__________ / kWh

1.54. “Interconnection Approval” means the interconnection approval, agreement, authorization, or related utility determination issued by PG&E or the Local Electric Utility for the behind-the-meter, non-export System, including any pre-parallel inspection, testing, non-export verification, and permission-to-operate requirements

1.55. “kW” means kilowatt (AC), a unit of power equal to one thousand watts.

1.56. “kWh” means kilowatt-hour, a unit of energy equal to one thousand watt-hours.

1.57. “Lender” means any financial institution or other provider of capital or credit (and successors in interest and assignees permitted under this Agreement) that provide(s) development, bridge, construction, takeout, term debt or Tax Equity Financing (including any associated cash equity) or refinancing for the System on behalf of SLPPA Provider, including any sale leaseback, monetization of tax benefits, back leverage financing, or credit derivative arrangements. SLPPA Provider's Lender includes any System Lessor and Tax Equity Investor.

1.58. “Licensed Area” means the portion of the Site licensed by Trustees to SLPPA Provider to install, operate, maintain, and remove the System, as further described in Rider A-1. For avoidance of doubt, this Agreement grants a license only and does not grant any estate in real property.

1.59. “SLPPA Provider” means the legal entity who, pursuant to this Agreement, holds a license to use the Licensed Area for the installation, maintenance, and operation of the System and sell Electricity.

1.60. “Local Electric Utility” means the public utility entity that provides electricity delivery service to the University premises upon which the Licensed Area is located.

1.61. “Meter” means a device capable of collecting electricity consumption data that includes kWh and fifteen

(15) minute or less kW and KVAR demands as recorded and may be transmitted or collected via telephone lines or wireless telephone and that otherwise has the capabilities set forth in Section 6.1 of this Agreement.

1.62. “NEM” means Net Energy Metering. Utility customers who produce their own electricity with eligible renewable energy generation systems connected to the Local Electric Utility’s system (interconnected) and meet program requirements may be eligible for a Utility rate option called Net Energy Metering (NEM).

The NEM option yields a credit for the surplus electricity produced by the customer’s eligible renewable generation system and supplied to the electric grid. This credit is applied to the customer’s Utility bill, to offset all or part of the costs associated with the Utility-supplied energy consumed by the customer each month or applicable period, as specified in the Utility’s NEM tariff or contract.

1.63. “NFPA” means National Fire Protection Association.

1.64. “Notice of COD” means written notice in a form substantially similar to RFP Attachment 4 or such other form approved by Trustees which the SLPPA Provider gives Trustees stating that the System has satisfied requirements (a) through (c) of the definition of “Commercial Operation Date” and specifying the Commercial Operation Date. The Notice of COD shall include a surveyor’s description of the physical boundaries of the System.

1.65. “Notice to Proceed to Construction” means written notification in a form substantially similar to RFP Attachment 3 or such other form approved by Trustees from Trustees to SLPPA Provider that SLPPA Provider may begin construction of the System subject to the terms and conditions of this Agreement and satisfaction of the Notice-to-Proceed conditions stated in Section 8.4.

1.66. “Other System Attributes” means any tax, investment, depreciation, rebate, grant, incentive, or other financial attribute associated with ownership of the System, except for the Electricity, Renewable Energy Credits, and Environmental Attributes transferred to Trustees under this Agreement.

1.67. “Parties” means Trustees and SLPPA Provider, each of whom may also be referred to as “Party.”

1.68. “Pre-Award Developer” means Bynum, Inc., the entity that assisted Trustees in developing the shovel-ready Project, advancing engineering, interconnection, pricing, procurement planning, and certain long-lead equipment procurement activities prior to selection of the SLPPA Provider. The Pre-Award Developer is not the SLPPA Provider and shall have no ownership, operational, or maintenance obligations with respect to the System after assignment or reimbursement of approved Pre-Award Development Costs and Equipment Deposits, except as may be separately agreed in writing.

For the avoidance of doubt, Agilitech Group's completed pre-award time-and-material engineering work for Bynum Inc. does not, by itself, make Agilitech Group ineligible to be engaged by SLPPA Provider as SLPPA Provider's contractor or project team member, provided the engagement was disclosed in the Proposal, permitted under the RFP, and accepted by Trustees through the procurement process. Any later engagement of Agilitech Group by SLPPA Provider is a relationship separately agreed in writing between those parties and does not create any ownership, operational, maintenance, construction, payment, support, or continuing service obligation of Bynum Inc. or the Pre-Award Developer with respect to the System, except as may be expressly agreed in writing by Bynum Inc. and the applicable party.

1.69. Primary Contractor" means the California licensed contractor identified in the accepted Proposal and approved by Trustees as directly responsible for performance, coordination, and accountability for the Project installation work, including the integrated civil, structural, medium-voltage electrical, solar PV, BESS, controls, non-export, intentional-islanding, commissioning-support, safety, and closeout work. The Primary Contractor may use subcontractors, specialist firms, and key personnel, but remains responsible to SLPPA Provider and Trustees for the integrated Project installation scope. Any replacement of the Primary Contractor or any committed specialist firm or key personnel relied upon to satisfy mandatory qualifications or scored experience requires Trustees' prior written approval and must provide equal or better qualifications without reducing the qualifications accepted in the Proposal.

1.70. “Permitted Use” has the meaning provided in Section 3.1.

1.71. “Pre-NTP Project Advancement Payment” means the portion of the Bundled Project Advancement and Procurement Cost due before Trustees issue Notice to Proceed. The Pre-NTP Project Advancement Payment is $1,996,087.70 and includes Bynum development / advancement reimbursement, the Tesla battery deposit already paid, preliminary studies / surveys / CEQA, plan check, and in-house work / additional services, as further described in Rider I or another schedule approved by Trustees.

1.72. “Post-NTP / Vendor-Schedule Procurement Obligations” means the portion of the Bundled Project Advancement and Procurement Cost consisting of forward-going Tesla/GSR/vendor procurement obligations in the amount of $3,749,128.22, to be paid, assumed, or performed according to the applicable vendor procurement documents, assignment materials, and payment schedule provided to SLPPA Provider after award.

1.73. “Bundled Project Advancement and Procurement Cost” means the required Project cost assumption of $5,745,215.92 to be assumed by SLPPA Provider and incorporated into the Price. It consists of the Pre- NTP Project Advancement Payment and the Post-NTP / Vendor-Schedule Procurement Obligations, and excludes the Transaction Fee.

1.74. “Price” means the price, stated to four decimal places in dollars per kWh ($0.0000/kWh), to be paid by Trustees to SLPPA Provider in each Contract Year for Electricity generated or discharged by the System and delivered to Trustees as provided in Section 4.1.

1.75. “Project Manual” means System documentation which includes, but is not limited to, System Design Schematics, equipment data sheets, Construction Documents, As-Built Drawings, System operation and emergency instructions, BESS emergency response procedures, control narratives, monitoring documentation, warranty information, and O&M manuals provided by SLPPA Provider to Trustees pursuant to Section 9.5.

1.76. “Proposal” means the technical and cost proposal packages submitted by SLPPA Provider in response to the Request for Proposals and accepted by Trustees, but only to the extent expressly incorporated into this Agreement.

1.77. “PTC” means PVUSA Test Conditions.

1.78. “PV” means photovoltaic.

1.79. Intentionally left blank.

1.80. “Rebate” means an identified and pre-specified amount of money to be paid to Trustees for the installation of the System at the Trustees Site.

1.81. “Receiving Party” has the meaning provided in Section 19.33.

1.82. “REC(s)” means “Renewable Energy Credit(s).”

1.83. “Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping into the environment in violation of Environmental Laws.

1.84. “Renewable Energy Credit(s)” means renewable energy credit(s) or certificates, emission reduction credits, emission allowances, green tags, tradable renewable credits, and Green-e products related to renewable energy production supplied from the System.

1.85. “Request for Proposals” or “RFP” means Request for Proposal No. 26-C-2250-CP, CSUB Solar & Battery Advanced Shovel-Ready SLPPA, including the campus-specific coversheet, RFP attachments, RFP Project Documents, all addenda, and related procurement documents issued by Trustees.

1.86. “RFP Project Documents” means the RFP, draft SLPPA, RFP attachments, public exhibits, project drawings and specifications made available to proposers, production schedules, interconnection summaries, schedule assumptions, site information, cost assumptions expressly stated in the RFP, addenda, and other non-confidential project materials issued by Trustees to proposers during the RFP process.

1.87. “Post-Award Assignment Materials” means vendor assignment documents, vendor consent documents, procurement-transfer documents, proprietary vendor materials, NDA-restricted materials, detailed contract backup, assignment schedules, assumption agreements, and related implementation materials that Trustees determine are necessary to complete assignment, assumption, procurement transfer, closing, or implementation of this Agreement after selection of SLPPA Provider.

1.88. “Rider A-1” means a rider to this Agreement that consists of the “Map and Premises Location and Licensed Area”.

1.89. “Rider A-2” means a rider to this Agreement that consists of the “Solar Generation Summary and Known Site Restrictions”.

1.90. “Rider B-1” means a rider to this Agreement that consists of the “SLPPA General Conditions”.

1.91. “Rider B-2” means the “University Specific Supplemental Conditions”.

1.92. “Rider C” means a rider to this Agreement that consists of the terms and conditions of the “Performance

Guarantee”.

1.93. “Rider D” means a rider to this Agreement that consists of the “Operational Access Procedures for the Site and Licensed Area”.

1.94. “Rider E” means a rider to this Agreement that consists of the “Schedule”.

1.95. “Rider F” means a rider to this Agreement that consists of the “Bond Forms”.

1.96. “Rider G” means a rider to this Agreement that consists of the “Trustees Consent and Estoppel Certificate Template”.

1.97. “Rider H” means a rider to this Agreement that consists of the “SLPPA Provider Sample Electricity Invoice” containing the information that SLPPA Provider shall include in its invoices for Electricity to Trustees for each Billing Cycle.

1.98. “Rider I” means a rider to this Agreement that consists of the “Scope of Work, Final SLPPA Rate and Array Layout”.

1.99. “Rider J” means a rider to this Agreement that consists of the “University Premises Specific Geotechnical Report(s)” consisting of University provided Geotechnical Reports (if available) for each licensed area.

1.100. “Rider K” is reserved and intentionally excluded. The prior Solar 4 RFP template is not incorporated into this Agreement except to the extent specific language is expressly included in the executed Agreement or other incorporated Riders.

1.101. “Rule 21” means the Local Electric Utility tariff rule describing the interconnection, operating and metering requirements for generating facilities to be connected to the Local Electric Utility’s distribution system. In the event Local Electric Utility is not a CPUC-jurisdictional investor-owned utility, “Rule 21” shall be understood to refer to the provisions of Local Electric Utility’s tariff or other applicable rules or regulations that are comparable in content to Rule 21.

1.102. “Site” means the University premises under the control and jurisdiction of Trustees, a portion of which is the Licensed Area described in Rider A-1, which will accommodate the System.

1.103. “SLPPA” means this Solar and Battery Site License Power Purchase Agreement and all riders, attachments, appendixes, and incorporated exhibits.

1.104. “Substitute SLPPA Provider” means the Lender or any other permitted purchaser of, or successor to, the interests in a judicial or non-judicial foreclosure sale or otherwise that meets the conditions of assignment set forth in Section 12.5 and shall be substituted for the SLPPA Provider under this Agreement.

1.105. “Supplementary General Conditions” means the “University Specific Supplementary General Conditions,” which is attached hereto as Rider B-2.

1.106. “System” means the integrated solar photovoltaic generation system and battery energy storage system installed in the Licensed Area for the purpose of generating, storing, discharging, and delivering Electricity to Trustees. The System includes PV modules, trackers/racking, mounting assemblies, piles/foundations, inverters, converters, meters, transformers, switchgear, disconnects, combiners, wiring, communications, controls, microgrid/site controller, BESS equipment, fencing, gates, lighting, monitoring, and all related appurtenances as specified in the Project Manual and Construction Documents.

1.107. “System Lessor” means the legal entity, if any, that owns the System and licenses or leases the System to the SLPPA Provider as part of an approved financing structure.

1.108. “System License” means an agreement, if any, between the Lender and SLPPA Provider whereby the SLPPA Provider licenses the System from the Lender.

1.109. “Tax Equity Financing” means a transaction or series of transactions involving one or more investors seeking a return that is enhanced by Tax credits and/or Tax depreciation (each a “Tax Equity Investor”) and generally (i) described in Revenue Procedures 2001-28 (sale-leaseback (with or without “leverage”)), 2007-65 (flip partnership) or 2014-12 (flip partnership and master tenant partnership) as those revenue procedures are reasonably applied or analogized to a solar project transaction (as opposed to a wind farm or rehabilitated real estate) or (ii) contemplated by Section 50(d)(5) of the Code, as amended (a pass-through lease).

1.110. “Term” means the period that shall commence on the Effective Date and continue for twenty (20) years from the Commercial Operation Date unless terminated earlier pursuant to the provisions in this

1.111. “Termination Date” means the date on which this Agreement terminates.

1.112. “Termination Fee” means the amount, if any, payable to SLPPA Provider in the event of certain circumstances of early termination under Article 16.

1.113. “Tier One” means the minimum equipment standards pursuant to California Public Resources Code Sections 25780-25784 and/or CSI which are the minimum acceptable equipment standards as of the date of the Notice to Proceed of this Agreement for installation of the System.

1.114. “Transaction Fee” means the nonrefundable fee to be paid by SLPPA Provider to University as provided in Section 3.9 for campus-related soft costs, administrative oversight, project/construction management, plan/peer review, materials inspection/testing, and other campus support costs.

1.115. “Trustees” means the State of California, acting by and through the Trustees of the California State University, on behalf of University.

1.116. “UL” means Underwriters Laboratories, Inc.

1.117. “University” means California State University, Bakersfield.

1.118. “Force Majeure Event” means an event or circumstance that is beyond the control and without the fault or negligence of the Party affected and that by the exercise of reasonable diligence the Party affected was unable to prevent, provided the event or circumstance is limited to the following: riot, war, invasion, act of foreign or domestic enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority, ionizing radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component, pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds, earthquakes, flood, fire or other physical natural disaster, but excluding weather conditions regardless of severity, labor strikes at national level or industrial disputes at a national level, or labor strike or industrial disputes by labor not employed by the affected Party, its subcontractors or its suppliers and that affect an essential portion of the Agreement, but excluding any industrial dispute that is specific to the performance of this Agreement.

Neither Party is responsible for any failure to perform its obligations under this Agreement, if it is prevented or delayed in performing those obligations by an event of force majeure. Where there is an event of force majeure, the Party prevented from or delayed in performing its obligations under this Agreement must immediately notify the other Party giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing that Party from, or delaying that Party in performing its obligations under this Agreement and that Party must use commercially reasonable efforts to mitigate the effect of the event of force majeure upon its or their performance of the Agreement and to fulfil its or their obligations under the Agreement. Upon completion of the event of force majeure the Party affected must as soon as reasonably practicable recommence the performance of its obligations under this Agreement. An event of force majeure does not relieve a Party from liability for an obligation that arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event, unless the actual act of payment is affected by an event of force majeure.

SLPPA Provider has no entitlement to and Trustees have no liability for: (a) any costs, losses, expenses, damages or the payment of any part of this Agreement during an event of force majeure; and (b) any delay costs or damages in any way incurred by SLPPA Provider due to an event of force majeure. SLPPA Provider is responsible for the care of the Licensed Area and the System during an event of force majeure.

1.119. “Utility” shall be any provider of electric commodity services to the University in the absence of the System. A Utility may be an investor owned utility, an energy service provider, a community choice aggregator, a publicly owned utility, or other similar retail provider of electricity commodity service.

1.120. “Watt” means a unit of power equal to 1 joule per second; the power dissipated by a current of 1 ampere flowing across a resistance of 1 ohm.

1.121. “Work Product” has the meaning provided in Section 7.9.

1.122. “Yieldco” means an entity directly or indirectly under the operating control of SLPPA Provider or its permitted assignee and organized under the laws of the United States, if applicable.

END OF ARTICLE

2. TERM

2.1. Term. The Term of this Agreement shall commence on the Effective Date and shall continue for a period of twenty (20) years from the Commercial Operation Date unless terminated earlier pursuant to the provisions in this Agreement.

2.2. Holding Over. This Agreement shall terminate upon expiration of the Term or earlier termination without any further notice thereof by Trustees and no possession by SLPPA Provider of the Licensed Area shall be permitted without Trustees’ prior written approval, except as provided in Section 13.1. Any possession of the Licensed Area by SLPPA Provider after expiration of the Term or early termination of this Agreement shall not constitute a renewal or extension of this Agreement or, except as provided in Section 13.1, give SLPPA Provider any rights in or to the Site or Licensed Area or any portion thereof.

3. USE

3.1. Trustees grant to SLPPA Provider a limited, revocable only as expressly provided herein, non-exclusive license to use the Licensed Area for the construction, maintenance, operation, examination, testing, measuring, inspecting, and removal of the System, including Meters, BESS, microgrid/site controls, and related improvements, for the production, storage, transformation, transmission, and sale of solar and battery-generated Electricity, Renewable Energy Credits and Environmental Attributes for Trustees’ benefit as provided in Article 4, and for no other use or purpose (the “Permitted Use”).

3.2. No Trustees Warranties. SLPPA Provider acknowledges that Trustees have not made any statements or representations or warranties regarding the Site’s or the Licensed Area’s fitness for SLPPA Provider's anticipated use, and SLPPA Provider agrees that it is not relying upon any statement or representation or warranty by Trustees or any third party regarding the Site or Licensed Area, the fitness of the Site or the Licensed Area for any particular use of SLPPA Provider or any other matter. SLPPA Provider acknowledges and accepts the Licensed Area in “As-Is” condition. SLPPA Provider has had an opportunity to inspect the Site and Licensed Area prior to the Effective Date, as described in Section 8.12.

3.3. SLPPA Provider Waiver. Trustees hereby expressly disclaim and SLPPA Provider hereby waives all implied warranties regarding the Site or the Licensed Area including, without limitation, any warranty of merchantability or warranty of fitness for a particular use or purpose.

SLPPA Provider hereby initials this Section to verify this waiver.

3.3.1. Lead Based Paint Disclaimer. SLPPA Provider, by acceptance of this license, is hereby notified and informed and shall assume that the Licensed Area contains lead-based paint. SLPPA Provider shall be prepared to perform localized abatement. SLPPA Provider accepts the Licensed Area in its “As- Is” condition and shall hold harmless, indemnify, and defend Trustees and Trustees’ officers, agents and employees from all liability, damages, and claims which may occur to any real or personal property or persons by: (A) any Release of lead on the Site or the Licensed Area caused by SLPPA Provider or its affiliates, officers, agents and employees (“SLPPA Provider Indemnitors”); or (B) any environmental claim from any third party with regard to any violation or alleged violation of any Environmental Laws that dictate handling of lead by SLPPA Provider or the SLPPA Provider Indemnitors, or any actual, threatened or alleged Release of lead affecting the Site or the Licensed Area by the SLPPA Provider or SLPPA Provider Indemnitors. If lead based paint containment and/or removal will be required solely as a result of SLPPA Provider's installation of the System at the Licensed Area, SLPPA Provider shall not install the System until all lead based paint containment and/or removal work is performed and certified as completed by a licensed lead based paint contractor approved by Trustees. SLPPA Provider shall submit copies of the certification of completion of any and all lead based paint work to Trustees pursuant to the Notice provisions in Section 19.9 prior to the installation of the System at the Licensed Area.

SLPPA Provider hereby initials this Section to verify this indemnity and agreement.

3.4. Limitation on Use. SLPPA Provider shall not permit or suffer any use of the Site or the Licensed Area or any part thereof by others, or provide the System for the use by others, without first obtaining Trustees’ written consent, except as it relates to the Permitted Use. SLPPA Provider is only to use the Licensed Area for the Permitted Use. No change in the Permitted Use may be made by SLPPA Provider without the prior written approval of Trustees.

3.5. Prohibited Uses. SLPPA Provider shall not use or allow the Site or the Licensed Area to be used for any improper, immoral, or unlawful purposes, nor shall SLPPA Provider cause, maintain or permit any nuisance in, on, or about the Site or the Licensed Area. SLPPA Provider will not use or allow the Site or the Licensed Area to be used for any purpose inconsistent with this Agreement. SLPPA Provider shall comply with all rules and regulations adopted by Trustee and/or University for the Site, and shall comply with all CSU and University orders, requirements and recommendations concerning SLPPA Provider’s use of the Site and Licensed Area, provided that no such rule, regulation, order, requirement or recommendation shall materially increase the costs of SLPPA Provider's compliance with its obligations under this Agreement or unreasonably interfere with the operation of the System. Such rules and regulations include but are not limited to prohibitions against the possession or use of firearms, liquor, and illegal drugs.

3.6. SLPPA Provider Signage and Lighting. SLPPA Provider shall not erect or install any signage or exterior lighting without the written approval of Trustees, which shall be at the sole discretion of Trustees.

3.7. No Interference/Quiet Enjoyment. SLPPA Provider shall operate, maintain and repair the System in a manner that will not obstruct or interfere with Trustees’ use of the Site or other Trustees property or the rights of any other occupants of the Site. SLPPA Provider will not injure or annoy any occupants of the Site or other Trustees property. Such interference shall be a default of this Agreement subject to the cure periods provided in Section 15.1.3. In the event interference occurs, SLPPA Provider agrees to take all reasonable steps necessary to eliminate such interference promptly, but no later than thirty (30) days after

Trustees have notified SLPPA Provider subject to the extensions provided in Section 15.1.3. Trustees may construct, reconstruct, modify or make alterations to the Site and Licensed Area, so long as such activities do not cause interference (including shading) with the operation of the System. Scheduled cleanings are exempt and SLPPA Provider shall have adequate space to wash panels during the spring recess, fall recess, winter recess and the summer period between the end of the spring semester and the start of the fall semester, all as per the Academic Calendar posted on the the University website. Additional cleanings may be permitted by mutual agreement of the Parties.

3.8. Subordination, Easements, and Rights of Way. SLPPA Provider acknowledges and understands that the license provided to SLPPA Provider under this Agreement and all rights of SLPPA Provider thereunder are subject and subordinate to all existing leases, easements, rights of way, declarations, restrictions or other matters of record, and all existing agreements of Trustees with respect to the Site and Licensed Area.

Trustees reserve the right to grant additional licenses, easements, leases or rights of way, whether recorded or unrecorded, as may be necessary, which do not unreasonably interfere with SLPPA Provider's use of the Licensed Area and the System.

3.9. SLPPA Provider shall pay a Transaction Fee to University for campus-related soft costs, administrative oversight, Trustees’ project/construction management services, third-party plan/peer review services, materials inspection/testing services, and other campus support costs, regardless of actual costs incurred.

The Transaction Fee shall…