BEHIND THE RETAIL METER

CAPACITY STORAGE AGREEMENT

between

PACIFIC GAS AND ELECTRIC COMPANY

(as Buyer)

and

________________________________

(as Seller)

{00157767.DOCX;1}

PG&E Behind the Retail Meter Capacity Storage Agreement Form; November, 2016

BEHIND THE RETAIL METER

CAPACITY STORAGE AGREEMENT

TABLE OF CONTENTS

PURPOSE1

ARTICLE ONE: TERM1

1.1Term1

1.2Binding Nature1

1.3CPUC Approval Delayed2

ARTICLE TWO: CONDITIONS PRECEDENT TO INITIAL DELIVERY DATE2

2.1Conditions Precedent to the Initial Delivery Date2

2.2Confirmation of Initial Delivery Date3

2.3Deadline for the Initial Delivery Date3

2.4Expected Initial Delivery Date Cure Period and Delay Damages4

ARTICLE THREE: TRANSACTION4

3.1Product4

3.2Purchase and Sale Obligation4

3.3Project Modifications5

3.4Information Sharing and Shared Learning5

3.5Certification of Product5

3.6Delivery of Product: Buyer Compliance Showings6

ARTICLE FOUR: CUSTOMERS6

4.1Sellers Portfolio6

ARTICLE FIVE: INTERCONNECTION & OPERATIONS7

5.1Interconnection Agreement7

5.2Operations7

5.3Metering7

5.4Scheduling8

5.5Charging Energy Obligations8

5.6Supplier Diversity8

5.7Standards of Care8

ARTICLE SIX: SELLERS FAILURE TO DELIVER9

6.1Failure to Deliver9

6.2Post-Showing Shortfall Prior to Showing Month9

ARTICLE SEVEN: COMPENSATION9

7.1Monthly Payment9

7.2Capacity Payment9

7.3Energy Settlement10

7.4Allocation of CAISO Payments and Costs10

ARTICLE EIGHT: EVENTS OF DEFAULT; REMEDIES11

8.1Events of Default11

8.2Early Termination12

8.3Rights And Remedies Are Cumulative13

8.4Waiver13

ARTICLE NINE: FORCE MAJEURE13

9.1Force Majeure13

ARTICLE TEN: PAYMENT AND NETTING14

10.1Billing and Payment14

10.2Netting14

10.3Payment14

10.4Disputes and Adjustments of Invoices15

ARTICLE ELEVEN: CREDIT AND COLLATERAL REQUIREMENTS15

11.1Buyer Financial Information15

11.2Seller Financial Information15

11.3Grant of Security Interest/Remedies15

11.4Performance Assurance16

11.5Letter of Credit17

ARTICLE TWELVE: SAFETY18

12.1Safety18

12.2Project Safety Plan19

12.3Reporting Serious Incidents20

12.4Remediation20

ARTICLE THIRTEEN: GOVERNMENTAL CHARGES20

13.1Cooperation20

13.2Governmental Charges20

ARTICLE FOURTEEN: LIMITATIONS21

14.1Limitation of Remedies, Liability and Damages21

ARTICLE FIFTEEN: REPRESENTATIONS; WARRANTIES; COVENANTS21

15.1Representations and Warranties of Both Parties21

15.2General Covenants22

15.3Covenants of Seller23

ARTICLE SIXTEEN: INDEMNITIES AND INSURANCE23

16.1Indemnity by Seller23

16.2No Indemnity by Buyer24

16.3Notice of Claim24

16.4Defense of Third Party Claims24

16.5Subrogation of Rights25

16.6Rights and Remedies are Cumulative25

16.7Insurance25

ARTICLE SEVENTEEN: RECORDS AND AUDIT RIGHTS27

17.1Operations Logs27

17.2Records and Audit27

17.3General Audit Right28

17.4Data Request Cooperation28

17.5Access Rights28

ARTICLE EIGHTEEN: ASSIGNMENT28

18.1General Assignment28

18.2Assignment to Financing Providers29

18.3Assignment in Connection with a Change in Control29

18.4Unauthorized Assignment29

ARTICLE NINETEEN: DISPUTE RESOLUTION29

19.1Intent of the Parties29

19.2Management Negotiations29

19.3Mediation30

19.4Arbitration30

ARTICLE TWENTY: CONFIDENTIALITY31

20.1Confidential Information31

20.2Permitted Disclosures31

20.3Remedies32

20.4Exceptions32

20.5Other Confidential Information32

ARTICLE TWENTY-ONE: GENERAL PROVISIONS32

21.1General32

21.2Severability32

21.3Counterparts33

21.4Mobile Sierra33

21.5Interpretation33

21.6Recordings34

21.7Authorized Representatives34

21.8No Dedication34

21.9Governing Law34

21.10Separation of Functions35

ARTICLE TWENTY-TWO: NOTICES35

22.1Notices35

SIGNATURES35

APPENDICES

The following appendices are incorporated into and made a part of this Agreement by reference.

Appendix I - General DefinitionsI-1

Appendix II-A,B - Description of Project & Units II-1

Appendix II-C Sellers Portfolio ListIII-1

Appendix III Operational CharacteristicsIII-1

Appendix IV Initial Delivery Date Confirmation LetterIV-1

Appendix V PG&Es Supply Chain Responsibility PolicyV-1

Appendix VI Attestations & CertificationsVI

Appendix VI-A Certification for Commercial OperationVI-A - 1

Appendix VI-B Project Modification CertificationVI-B - 1

Appendix VI-C Engineer AttestationVI-C - 1

Appendix VI-D Seller AttestationVI-D - 1

Appendix VII Form of Letter of CreditVII-1

Appendix VIII - Form of Consent to AssignmentVIII-1

Appendix IX MilestonesIX-1

Appendix X NoticesX-1

Appendix XI Project Safety Plan and DocumentationXI-1

{00157767.DOCX;1}iv

PG&E Behind the Retail Meter Capacity Storage Agreement Form; November, 2016

BEHIND THE RETAIL METER

CAPACITY STORAGE AGREEMENT

This Behind the Retail Meter Capacity Storage Agreement is made by and between Pacific Gas and Electric Company, a California corporation (PG&E, and as further defined herein, Buyer) and________________________ a ________________company (Seller) as of the Execution Date. Seller and Buyer are referred to individually as Party or collectively as Parties. Therefore, Buyer and Seller hereby agree to the following:

PURPOSE

I.Buyer is mandated by the California Public Utilities Commission to meet certain energy storage megawatt procurement targets pursuant to the Energy Storage Decision.

II.The purpose of this Agreement is to facilitate Buyers purchase of a Resource Adequacy energy storage product. Energy storage facilities associated with this Agreement shall be located behind the retail meter. The Agreement includes a monthly Energy Settlement, which is netted out of Buyers monthly payment to Seller.

ARTICLE ONE: TERM

1.1Term.

(a)The Term of this Agreement shall commence upon the Execution Date and shall continue until the expiration of the Delivery Term, provided that this Agreement shall thereafter remain in effect until the Parties have fulfilled all obligations arising under this Agreement, including any compensation for the Product, Termination Payment, indemnification payments or other damages, are paid in full (whether directly or indirectly, such as through set-off or netting) and the Performance Assurance is released and/or returned as applicable. All provisions relating to invoicing, payment, delivery, settlement of other liabilities incurred pursuant to this Agreement and dispute resolution survive for the period necessary to effectuate the rights of the Party benefited by such provision except as otherwise specified herein. Notwithstanding anything to the contrary in this Agreement, (i) all rights under Sections 16.1 through 16.6 (Indemnities) and any other indemnity rights survive the end of the Term for an additional twelve (12) months; (ii) all rights and obligations under Article Twenty (Confidentiality) survive the end of the Term for an additional two (2) years; and (iii) all provisions relating to limitations of liability survive without limit.

(b)The Delivery Term is the period commencing on the Initial Delivery Date and continuing for a period of _________(__) Contract Years from the Initial Delivery Date unless earlier terminated in accordance with the terms and conditions of this Agreement.

(c)The Expected Initial Delivery Date is ______________, 20__.

(d)The Initial Delivery Date is the first day of the first Showing Month for which Product is delivered. The Initial Delivery Date may not occur until satisfaction of the CPUC Approval Condition Precedent and the Conditions Precedent

1.2Binding Nature.

(a)Upon Execution Date. Upon the provision that Seller has provided and Buyer has received and accepted the Project Safety Plan Documents, this Agreement shall be effective and binding as of the Execution Date, but only to the extent required to give full effect to, and enforce, the rights and obligations of the Parties under:

(i)Articles One, Two, Nine, and Twelve through Twenty-Two;

(ii)Sections 3.2(b), 3.3, and 3.4;

(iii) Sections 8.1(a)(i) (iii) and (v); 8.2 - 8.4; and

(iv)Sections 11.3 11.5.

(b)Upon Effective Date. This Agreement shall be in full force and effect, enforceable and binding in all respects, upon occurrence of the date on which the CPUC Approval Condition Precedent has been obtained or waived in writing by both Parties (Effective Date). Unless otherwise specified, all obligations of the Parties are binding throughout the Delivery Term.

1.3CPUC Approval Delayed. CPUC Approval must be obtained on or before three hundred sixty five (365) days from the date on which Buyer files this Agreement with the CPUC seeking CPUC Approval (CPUC Approval Condition Precedent). If CPUC Approval has not been obtained by this date, then either Party may terminate this Agreement effective upon Notice to the other Party, unless the need for such CPUC Approval has bee