Technical Committee Meeting
Thursday, May 5, 2022
8:30 A.M.
This Meeting will be conducted via teleconference pursuant to the requirements of Assembly Bill No. 361. By using teleconference for this meeting, MCE continues to promote social distancing measures recommended by local officials.
Members of the public who wish to observe the Meeting and/or offer public comment may do so telephonically via the following teleconference call-in number and meeting ID:
For Viewing Access Join Zoom Meeting:
https://us02web.zoom.us/j/88221162906?pwd=anRLWVl0czBmRlNWVjV0UDBQcGJ3UT09
Dial: 1-669-900-9128
Webinar ID: 882 2116 2906
Meeting Password: 589877
Agenda Page 1 of 2
1. Roll Call/Quorum
2. Board Announcements (Discussion)
3. Public Open Time (Discussion)
4. Resolution No. 2022-06 Authorizing Remote Teleconference Meetings for the Technical Committee Pursuant to Government Code Section 54953(e) (Discussion/Action)
5. Report from Chief Executive Officer (Discussion)
6. Consent Calendar (Discussion/Action)
C.1 Approval of 3.3.22 Meeting Minutes
7. Renewable Portfolio Standard Voluntary Allocations from PG&E (Discussion/Action)
My community.
My choice.
MARIN COUNTY I NAPA COUNTY I UNINCORPORATED CONTRA COSTA COUNTY I UNINCORPORATED SOLANO COUNTY
BENICIA CONCORD I DANVILLE I EL CERRITO FAIRFIELD I LAFAYETTE I MARTINEZ MORAGA I OAKLEY
PINOLE I PITTSBURG PLEASANT HILL RICHMOND I SAN PABLO I SAN RAMON I VALLEJO I WALNUT CREEK Agenda Page 2 of 2
8. Overview of Open Season 2022 (Discussion)
9. Committee Matters & Staff Matters (Discussion)
10. Adjourn
The Technical Committee may discuss and/or take action on any or all of the items listed on the agenda irrespective of how the items are described.
DISABLED ACCOMMODATION: If you are a person with a disability which requires an accommodation, or an alternative format, please contact the Clerk of the Board at (925) 378-6732 as soon as possible to ensure arrangements for accommodation. 1 May 5, 2022
TO: MCE Technical Committee
FROM: Catalina Murphy, Legal Counsel
RE: Resolution No. 2022-06 Authorizing Remote Teleconference Meetings for the Technical Committee Pursuant to
Government Code Section 54953(e) (Agenda Item #04)
ATTACHMENTS: A. Proposed Resolution No. 2022-06 Authorizing Remote Teleconference Meetings for the Technical Committee
Pursuant to Government Code Section 54953(e)
B. Resolution No. 2021-12 Delegating Authority to Technical Committee to Adopt Findings Pursuant to Government
Code Section 54953(e)
MCE Technical Committee:
SUMMARY:
Assembly Bill (AB) No. 361 (Rivas), signed by Governor Gavin Newsom on September 16, 2021, amends the Brown Act1 to allow a local agency to continue using teleconferencing during a state-proclaimed state of emergency without meeting certain Brown Act teleconference requirements.
On December 16, 2021, your Board delegated the authority to the Technical Committee to consider whether the Governor-designated state of emergency continues to directly impact the ability of the MCE Technical Committee to meet safely in person, and to make the required AB 361 findings for authorizing remote teleconference meetings under California Government Code section 54953(e).
Given the current emergency-state of the Covid-19 pandemic, there is an ongoing need for holding teleconference meetings for the MCE Technical Committee.
Therefore, in order to hold teleconference meetings, the Technical Committee must make the following findings by majority vote:
1 Gov. Code, §§ 54950 et seq.
I My community.
My choice.
2 1. The Technical Committee has reconsidered the circumstances of the state of emergency, as designated by the Governor.
2. The Technical Committee finds that one or both of the following circumstances still exists:
a. The state of emergency continues to directly impact the ability of members to meet safely in person; or
b. State or local officials continue to impose or recommend measures to promote social distancing.
Staff recommends adopting proposed Resolution No. 2022-06 Authorizing Remote Teleconference Meetings for the Technical Committee Pursuant to Government Code Section 54953(e), which makes the initial required AB 361 findings for authorizing remote teleconference meetings.
Fiscal Impacts: None.
Recommendation:
Adopt proposed Resolution No. 2022-06 Authorizing Remote Teleconference Meetings for the Technical Committee Pursuant to Government Code Section 54953(e).
RESOLUTION 2022-06
A RESOLUTION OF THE TECHNICAL COMMITTEE OF MARIN CLEAN
ENERGY AUTHORIZING REMOTE TELECONFERENCE MEETINGS FOR
THE TECHNICAL COMMITTEE PURSUANT TO GOVERNMENT CODE
SECTION 54953(e)
WHEREAS, Marin Clean Energy (MCE) is a joint powers authority established on December 19, 2008, and organized under the Joint Exercise of Powers Act (Government Code Section 6500 et seq.); and
WHEREAS, MCE members include the following communities: the County of Marin, the County of Contra Costa, the County of Napa, the County of Solano, the City of American Canyon, the City of Belvedere, the City of Benicia, the City of Calistoga, the City of Concord, the Town of Corte Madera, the Town of Danville, the City of El Cerrito, the Town of Fairfax, the City of Fairfield, the City of Lafayette, the City of Larkspur, the City of Martinez, the City of Mill Valley, the Town of Moraga, the City of Napa, the City of Novato, the City of Oakley, the City of Pinole, the City of Pittsburg, the City of Pleasant Hill, the City of San Ramon, the City of Richmond, the Town of Ross, the Town of San Anselmo, the City of San Pablo, the City of San Rafael, the City of Sausalito, the City of St. Helena, the Town of Tiburon, the City of Vallejo, the City of Walnut Creek, and the Town of Yountville; and
WHEREAS, MCE is subject to various provisions of the California Government Code; and
WHEREAS, Government Code section 54953(e), as amended by Assembly Bill No. 361, allows legislative bodies to hold open meetings by teleconference without reference to otherwise applicable requirements in Government Code section 54953(b)(3), so long as the legislative body complies with certain requirements, there exists a declared state of emergency, and one of the following circumstances is met:
1. State or local officials have imposed or recommended measures to promote social distancing.
2. The legislative body is holding the meeting for the purpose of determining whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
3. The legislative body has determined that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
WHEREAS, the Governor of California proclaimed a state of emergency pursuant to Government Code section 8625 on March 4, 2020; and WHEREAS, the MCE Board of Directors previously adopted Resolution No. 2021-12 delegating authority to the MCE Technical Committee to adopt certain findings in accordance with Government Code section 54953(e) for remote teleconference meetings for the Technical Committee;
AI #04 Att. A: Prop. Reso. # 2022-06 Auth. Rmte. Teleconfernce Mtgs. for TechCom Pursuant to Gov. Code 54953(e) WHEREAS, the MCE Technical Committee desires to hold the MCE Technical Committee public meeting by teleconference consistent with Government Code section 54953(e);
NOW, THEREFORE, BE IT RESOLVED, by the MCE Technical Committee:
A. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.
B. The Technical Committee hereby finds and declares the following, as required by Government Code section 54953(e)(3):
1. The Governor of California proclaimed a state of emergency on March 4, 2020, pursuant to Government Code section 8625, which remains in effect.
2. State and local officials have imposed or recommended measures to promote social distancing.
3. The legislative body has determined that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.
PASSED AND ADOPTED at a regular meeting of the MCE Technical Committee on this 5th day of May, 2022, by the following vote:
AYES NOES ABSTAIN ABSENT
County of Marin
Contra Costa County
City of Lafayette
City of Larkspur
Town of Moraga
City of Pinole
City of San Ramon
Town of San Anselmo
City of Vallejo
__________________________________
CHAIR, MCE
Attest:
___________________________________________
SECRETARY, MCE
AI #04 Att. A: Prop. Reso. # 2022-06 Auth. Rmte. Teleconfernce Mtgs. for TechCom Pursuant to Gov. Code 54953(e) RESOLUTION NO. 2021-12
A RESOLUTION OF THE BOARD OF DIRECTORS OF MARIN CLEAN
ENERGY DELEGATING AUTHORITY TO TECHNICAL COMMITTEE TO
ADOPT FINDINGS PURSUANT TO GOVERNMENT CODE SECTION
54953(e)
WHEREAS, Marin Clean Energy (“MCE”) is a joint powers authority established on December 19, 2008, and organized under the Joint Exercise of Powers Act, constituting Chapter 5 of Division 7 of Title 1 (commencing with Section 6500) of the California Government Code, as amended and supplemented (the “Act”); and WHEREAS, MCE members include the following communities: the County of Marin, the County of Contra Costa, the County of Napa, the County of Solano, the City of American Canyon, the City of Belvedere, the City of Benicia, the City of Calistoga, the City of Concord, the Town of Corte Madera, the Town of Danville, the City of El Cerrito, the Town of Fairfax, the City of Fairfield, the City of Lafayette, the City of Larkspur, the City of Martinez, the City of Mill Valley, the Town of Moraga, the City of Napa, the City of Novato, the City of Oakley, the City of Pinole, the City of Pittsburg, the City of Pleasant Hill, the City of San Ramon, the City of Richmond, the Town of Ross, the Town of San Anselmo, the City of San Pablo, the City of San Rafael, the City of Sausalito, the City of St. Helena, the Town of Tiburon, the City of Vallejo, the City of Walnut Creek, and the Town of Yountville; and
WHEREAS, MCE is subject to various provisions of the California Government Code; and
WHEREAS, Government Code section 54953, as amended by Assembly Bill No. 361, allows legislative bodies to continue to hold open meetings by teleconference without reference to otherwise applicable requirements in Government Code section 54953(b)(3), so long as certain findings are adopted by the legislative body every 30 days under Government Code Section 54953(e); and
WHEREAS, the Board of Directors previously adopted Resolution No. 2021-08 which delegated authority to the Executive Committee to adopt certain findings pursuant to Government Code section 54953(e) for continued remote teleconference meetings for the Board of Directors and any committee of the Board of Directors; and WHEREAS, from time to time, the Board of Directors delegates certain rights and responsibilities to the Technical Committee; and
WHEREAS, the Board of Directors shall not be divested of any such authority as described herein, but shall retain and may exercise such authority at such times as it may deem necessary and proper, at its sole discretion.
NOW, THEREFORE, BE IT RESOLVED by the MCE Board of Directors:
DocuSign Envelope ID: 52984B80-9B52-47F4-B87B-D49FAA55FB39 AI #04 Att. B: Reso. # 2021-12 Delegating Auth. to TechCom to Adopt Findings Pursuant to Gov. Code 54953(e) A. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.
B. The Board of Directors hereby delegates to the Technical Committee the authority to adopt findings necessary to hold meetings of the Technical Committee by teleconference in accordance with the requirements of Government Code section 54953(e) and Assembly Bill No. 361.
PASSED AND ADOPTED by the MCE Board of Directors on this 16th day of December, 2021, by the following vote:
AYES NOES ABSTAIN ABSENT
County of Marin X
Contra Costa County X
County of Napa X
County of Solano X
City of American Canyon X
City of Belvedere X
City of Benicia X
City of Calistoga X
City of Concord X
Town of Corte Madera X
Town of Danville X
City of El Cerrito X
Town of Fairfax X
City of Fairfield X
City of Lafayette X
City of Larkspur X
City of Martinez X
City of Mill Valley X
Town of Moraga X
City of Napa X
City of Novato X
City of Oakley X
City of Pinole X
City of Pittsburg X
City of Pleasant Hill X
DocuSign Envelope ID: 52984B80-9B52-47F4-B87B-D49FAA55FB39 AI #04 Att. B: Reso. # 2021-12 Delegating Auth. to TechCom to Adopt Findings Pursuant to Gov. Code 54953(e) City of San Ramon X
City of Richmond X
Town of Ross X
Town of San Anselmo X
City of San Pablo X
City of San Rafael X
City of Sausalito X
City of St. Helena X
Town of Tiburon X
City of Vallejo X
City of Walnut Creek X
Town of Yountville X
______________________________________
CHAIR, MCE
Attest:
______________________________________
SECRETARY, MCE
DocuSign Envelope ID: 52984B80-9B52-47F4-B87B-D49FAA55FB39 AI #04 Att. B: Reso. # 2021-12 Delegating Auth. to TechCom to Adopt Findings Pursuant to Gov. Code 54953(e) 1 oocuSigned by:
L1:llC~~r
DRAFT
MCE TECHNICAL COMMITTEE MEETING MINUTES
Thursday, March 3, 2022
8:30 A.M.
The Technical Committee Meeting was conducted pursuant to the requirements of Assembly Bill No. 361 (September 16, 2021) which allows a public agency to use teleconferencing during a Governor-proclaimed state of emergency without meeting usual Ralph M. Brown Act teleconference requirements. Committee Members, staff and members of the public were able to participate in the Committee Meeting via teleconference.
Present: Gina Dawson, City of Lafayette
Ford Greene, Town of San Anselmo
Kevin Haroff, City of Larkspur
Katie Miessner, City of Vallejo
Devin Murphy, City of Pinole
Scott Perkins, City of San Ramon
Katie Rice, County of Marin
Absent: John Gioia, Contra Costa County
Teresa Onoda, Town of Moraga
Staff
& Others: Jesica Brooks, Assistant Board Clerk
Darlene Jackson, Board Clerk
Vicken Kasarjian, Chief Operating Officer
Bill Pascoe, Senior Power Procurement Manager
Lindsay Saxby, Director of Power Resources
Enyonam Senyo-Mensah, Office Manager
Dawn Weisz, Chief Executive Officer
1. Roll Call
Chair Greene called the regular Technical Committee meeting to order at 8:30 a.m. with quorum established by roll call.
2. Board Announcements (Discussion)
There were no announcements.
3. Public Open Time (Discussion)
Chair Greene opened the public comment period and there were comments made from member of the public Howdy Goudey.
4. Report from Chief Executive Officer (Discussion)
CEO, Dawn Weisz, reported the following:
• Welcomed to the meeting Board Alternate, Scott Tonnesen, from the City of Fairfield.
AI #06_C.1: 3.3.22 Meeting Minutes
DRAFT
• Shared the passing of Doug Wilson:
o Doug was born and raised in the Bay Area and was an active member of the Marin Conservation League since the 1980s.He most recently served as a member of their Board of Directors, and co-chaired Marin Conservation League's Climate Action Working Group.
o Doug was a member of MCE’s Community Power Coalition, and a frequent participant in our Technical Committee meetings. He will be missed, but his contributions and collaborative spirit will live on in our work.
• A thank-you to Director Mongan for being featured in MCE’s Heritage History Month Blog series. Director Murphy will be featured later in the month in a spotlight focus on leadership supporting environmental equity. • AB 1814 is CalCCA's bill that would give CCAs access to the transportation electrification funds allocated by the CPUC, and it is authored by Assemblymember Tim Grayson (MCE delegation, representing parts of Contra Costa and Solano Counties). Today, CCA customers pay into these funds, but only IOUs can tap them to support IOU programs. AB 1814 would give CCAs the opportunity to apply for a share of these funds, just like we do for Energy Efficiency today. We should have a template letter of support to circulate soon. • MCE’s Energy Efficiency Application is being submitted today for $188M over 8 years.
• MCE’s Supplier Diversity Report was submitted this week. Reading and sharing this document is highly recommended.
5. Consent Calendar (Discussion/Action)
C.1 Approval of 2.3.22 Meeting Minutes
C.2 Proposed First Amendment to Master Services Agreement with R Systems International Limited
C.3 MCE Resiliency Fund Expenditure for Vulnerable, Critical Needs Customers
Chair Greene opened the public comment period and there were no comments.
6. Power Purchase Agreements with CES Electron Farm One, LLC (Discussion/Action)
Lindsay Saxby, Director of Power Resources and Bill Pascoe, Senior Power Procurement Manager, presented this item and addressed questions from Committee members.
Action: It was M/S/C (Perkins/Dawson) to approve Consent Calendar items C.1 – C.3. Motion carried by unanimous roll call vote. (Absent: Directors Gioia and Onoda).
AI #06_C.1: 3.3.22 Meeting Minutes
DRAFT
Chair Greene opened the public comment period and there were comments from member of the public Howdy Goudey.
Action: It was M/S/C (Haroff/Perkins) to approve the proposed Power Purchase Agreements with CES Electron Farm One, LLC. Motion carried by unanimous roll call vote. (Absent: Directors Gioia and Onoda).
7. Committee Matters & Staff Matters (Discussion)
There were none.
8. Adjournment
Chair Greene adjourned the meeting at 8:47 a.m. to the next scheduled Technical Committee Meeting on April 7, 2022.
___________________________________________
Ford Greene, Chair
Attest:
___________________________________________
Dawn Weisz, Secretary
AI #06_C.1: 3.3.22 Meeting Minutes
1 May 5, 2022
TO: MCE Technical Committee
FROM: Sabrinna Soldavini, Policy Analyst II
Vidhi Chawla, Manager of Power Resources
RE: Renewable Portfolio Standard Voluntary Allocations from PG&E (Agenda Item #07)
ATTACHMENT: PG&E Proposed Pro Forma Contract
Dear Technical Committee Members:
Summary:
MCE has the opportunity to purchase Renewables Portfolio Standard (RPS)1 energy from Pacific Gas & Electric (PG&E), based on an allocation share from PG&E’s RPS portfolio. The allocations of RPS energy are expected to begin in 2023. However, there is substantial uncertainty surrounding contract terms for the allocation. As a result of timelines controlled by the California Public Utilities Commission, MCE may need to determine allocation amounts and execute a contract for an allocation without sufficient time to return to this Committee for approval. Staff recommends the Technical Committee delegate to staff the authority to determine whether to accept an allocation and execute a contract for RPS resources from PG&E.
Background:
On May 20, 2021, the CPUC adopted D.21-05-003, which approved a new allocation process for RPS energy from Investor-Owned Utilities (IOUs) to other load-serving entities (LSEs), including MCE. The allocated RPS energy would come from IOU RPS resources that MCE customers pay for through the Power Charge Indifference Adjustment (PCIA) fee. The PCIA fee recovers above-market costs for commitments 1 MCE, like other California load-serving entities, is required to procure electricity from eligible renewable resources to meet the state’s RPS Targets. RPS targets are based on a multiyear compliance period, and compliance with the state’s targets is verified by the California Public Utilities Commission through annual reporting and RPS Procurement Plans.
I My community.
My choice.
2 made by IOUs before their customers departed to other providers, like CCAs. If PG&E can allocate or sell some of its excess RPS energy from its eligible resource pool, this may help to lower the PCIA. Pursuant to D.21-05-003, the allocations of RPS resources shall include the following features:
a) Allocations are made of a “slice” of an IOU’s entire PCIA-eligible RPS portfolio to address competitive issues and cherry-picking best contracts or resources. b) LSEs will be offered allocations of the RPS portfolio in proportion to their share of the IOU’s load.
c) LSEs may elect to take: (1) a short-term allocation; (2) a long-term allocation; or (3) choose to decline all or a portion of their allocation. d) Each election shall be made in 10 percent increments of the LSE’s share. e) LSEs accepting allocations shall pay for the energy received according to a Commission-determined price.
2 f) Long-term allocations shall last through the end of the term of the longest relevant contract, with the exclusion of particular types of resources. Once accepted, the LSE may not decline its long-term allocation election in future years.
g) The share for each LSE will change from year to year based on the updated forecasts of load served by each LSE and the actual energy produced each year from the selected resources.
h) LSEs can resell allocations of this energy, subject to existing compliance requirements.
Key Allocation Uncertainties:
Staff is tracking and addressing numerous uncertainties related to the allocations through the Commission processes. These issues are material and will impact MCE’s decision-making.
The Allocation Form Contract is Still Pending:
The Commission has not yet approved a form contract for the allocations. If MCE chooses to accept an election, the form contract would dictate the terms. Before entering into any agreement with PG&E, MCE would need to determine if the contract terms are acceptable. The key elements of the contract include:
• RPS Portfolio Content Category (PCC) Classification: MCE must consider the balance of resources in its RPS portfolio. Because MCE would be required to accept any allocation based on a ‘slice’ of PG&E’s entire portfolio, staff expects MCE’s allocation share to contain a mixture of PCC resources. MCE generally procures only PCC 1, which refers to in-state resources that are bundled with a 2 Any elected allocations would be paid for at the applicable year’s Market Price Benchmark (MPB) for the RPS Adder, as determined by the Commission. Currently, this value is set at $13.70 per MWh. 3 Renewable Energy Credit (REC). There are two other PCC classifications that are allowed under the RPS law for compliance. However, these other PCC resources are not preferred and may attribute greenhouse gas emissions to MCE under California’s emissions accounting rules. These PCC resources include PCC 2, which typically denotes out of state resources that are sold with the REC bundled with the energy. MCE may also receive a “slice” of some PCC 3 resources, which are unbundled RECs paired with other energy. MCE does not generally procure PCC 2 or PCC 3 resources. It is important to note that IOUs have legacy RPS resources that predate the PCC classifications and are deemed PCC 0; 3 these are currently reclassified as PCC 1, 2 or 3 upon resale. Therefore, IOUs will always have an advantage when reselling these resources.
PG&E has proposed that upon transfer to an LSE, PCC 0 RECs should maintain their current status, allowing them to count in full for RPS compliance.4 MCE supports this approach because it allows the buyer to comply on an equal footing as the seller, or IOU. However, the Commission has not yet approved this treatment. If the Commission does not resolve this issue before MCE is required to make its determination to accept or deny an allocation, MCE would need to consider the risk that PCC 0 RECs could be classified as PCC 2 or 3 later. • Terms of PG&E Changes to Resource Pools: PG&E’s proposal for allocation allows it to remove a resource from the eligible resource pool of RPS energy.5 MCE must weigh the risk of potential resource pool changes before taking an allocation.
• Annual Cash Settlement: Allocations of RPS energy from the eligible resource pool are based on forecasted prices. A year later, these forecasts are checked against a finalized price. The forecast may be higher or lower than the finalized price. In these cases, MCE will either receive a credit or be charged for the difference. This may lead to large settlements at the end of the year, and the proposed treatment appears favorable to PG&E. MCE must consider the impact of the settlement process in its decision to take an allocation.
The Timeline to Start Allocating Energy is Uncertain:
3 Renewable energy procurement from contracts executed before June 1, 2010, have no designated PCC status, but are commonly referred to as PCC 0. PCC 0 resources maintain a special status towards RPS compliance. LSE’s portfolios must currently include a minimum of 75 percent PCC 1 RECs and a maximum of 10 percent PCC 3 RECs.
4 See R.18-07-003 December 8, 2021, Joint IOU Motion to amend scoping memorandum to accommodate voluntary allocation structure.
5 PG&E could remove the resource for the following reasons: 1) if the power purchase agreement for the resource has expired or is terminated; 2) if the resource is no longer in PG&E’s PCIA-eligible portfolio due to Commission order or direction; or 3) if the resource is owned by PG&E but ceases operation for PG&E. 4 In May 2021, the Commission directed PG&E to notify LSEs of their allocation share in February 2022 with the first allocation of energy flowing in early 2023.
MCE has still not been informed of its allocation share by PG&E, two months past the original Commission timeline. MCE now expects to be notified of its potential allocation share by PG&E in May 2022.6 PG&E has currently proposed that MCE must notify PG&E of any election and execute a contract by June 2022. This truncated timeline may not provide MCE adequate time for proper planning and compliance processes, including consultation with the Technical Committee.
As a result, MCE may miss the opportunity to consider its own allocation of RPS energy.
The Allocations Volumes are Uncertain:
MCE is still lacking significant information about its potential allocation, as discussed above. In addition, MCE will not receive a guarantee of any exact volumes of energy from PG&E. Additionally, PG&E will retain the ability to unilaterally make changes to the portfolio, which could reduce available allocations.
MCE’s maximum allocation volumes as a percentage of MCE’s open position are estimated in Figure 1.7 Note that MCE expects to receive an estimate of its actual allocations from PG&E on May 16, 2022. As indicated in Figure 1, while uncertain, the volumes available through the allocation are generally consistent with MCE’s resource planning needs.
Figure 1
6 https://www.pge.com/en_US/for-our-business-partners/energy-supply/electric-rfo/wholesale-electric-power-procurement/2022-rps-voluntary-allocation.page?WT.mc_id=Vanity_rfo-2022-rps-voluntary-allocation. 7 The estimated quantities do not consider PCIA load share percentages. Final allocation shares are expected to be communicated to MCE in May 2022.
Estimated Max. Allocations as percentage of MCE
Open Position
180%
160%
140%
120%
100%
80%
I 60% I I 40% I 20%
0%
2023 2024 2025 2026 2027 2028
5 Portfolio Considerations:
MCE’s light green program is expected to reach 85% renewable in 2029, and the PG&E RPS allocations could help achieve this goal. MCE could benefit from PG&E’s RPS allocations by reducing the number of solicitations needed to fill its open positions.
Given the size of the potential allocations, MCE would likely leverage the flexibility to make elections in 10 percent increments to scale the allocation to our portfolio need.
Fiscal Impact:
Staff estimates that the fiscal impact of the allocations from PG&E would range from $0 to $30 million, for 2023 and 2024, depending on the percentage of, or whether an allocation is taken.
As the allocations are ordered to be paid for at market prices, and since MCE is required to procure a specific amount of renewable energy, the incremental fiscal impact associated with the allocations is expected to be marginal. This is because MCE would likely incur similar costs whether this energy is procured through the allocation process or separate solicitations.
Recommendation:
Delegate authority to staff to determine whether to accept an allocation from PG&E; elect the share from the short-term and long-term resource pools; and enter into any necessary agreements to effectuate the allocation.
Sidney Bob Dietz II
Director
Regulatory Relations
Pacific Gas and Electric Company
77 Beale St., Mail Code B13U
P.O. Box 770000
San Francisco, CA 94177
Fax: 415-973-3582
April 11, 2022
Advice 6517-E-A
(Pacific Gas and Electric Company U 39 E)
Public Utilities Commission of the State of California
Subject: Supplemental: Tier 2 Advice Letter of Pacific Gas and Electric Company Requesting Approval of Voluntary Allocation Contract for Power Charge Indifference Adjustment Eligible Renewables Portfolio Standard Resources
Purpose
Pacific Gas and Electric Company (“PG&E”) submits this supplemental advice letter to provide changes to the Voluntary Allocation contract (“VA Contract”) as originally submitted in Advice Letter (“AL”) 6517-E submitted on February 28, 2022 in compliance with Decision (“D.”) 22-01-004. The proposed changes are made to address the California Community Choice Association (“CalCCA”) protest to AL 6517-E filed on March 21, 2022.
While the VA Contract is being changed in this supplemental advice letter, the rest of AL 6517-E remains unchanged.
Background
On February 28, 2022, PG&E submitted AL 6517-E in compliance with Ordering Paragraph 6 of D.22-01-004, which required PG&E to submit a Tier 2 advice letter proposing a Voluntary Allocation of Power Charge Indifference Adjustment (“PCIA”) eligible renewables portfolio standard (“RPS”) resource pro forma contract within 10 days of submission of its Final 2021 RPS Procurement Plan (“RPS Plan”). On March 21, 2022, the Alliance for Retail Energy Markets (“AReM”) and the CalCCA each protested PG&E’s AL. CalCCA’s protest included several recommendations for changes to the VA Contract.
On March 28, 2022, PG&E replied to the AReM and CalCCA protests, indicating that PG&E can accommodate certain of the CalCCA recommendations through revisions to its proposed VA Contract.
AI #07_Att: PG&E Proposed Pro Forma Contract
m Pacific Gas and
Electric Company•
Advice 6517-E-A - 2 - April 11, 2022
Voluntary Allocation Contract
PG&E’s proposed updated VA Contract is provided as Attachment 1 to this AL. A redline of the updated VA Contract to the contract filed on February 28, 2022 is included as Attachment 2. Below is a summary of the changes:
CalCCA Recommendation Updated VA Contract
Permit Load Serving Entities (“LSEs”) to
take an entire slice of the portfolio,
including the ability to take short-term
volumes from long-term resources.
Product definition has been redefined to
incorporate Energy and Renewable
Energy Credits from both the short-term
and long-term resource pools. LSEs may
elect to take short-term deliveries from the
short-term resource pool and/or long-term
resource pool, and long-term deliveries
from the long-term resource pool.
Require notice provisions for changes to
resource pools.
PG&E will provide notice of any changes
to the resource pool as soon as
reasonably practicable, provided that
expiry of a power purchase agreement
already identified in the VA Contract will
not require such notice.
Limit PG&E’s ability to remove a resource
from the resource pool if it is no longer
PCIA eligible.
Include clarification that PG&E can
remove the resource from the resource
pool if it is no longer PCIA eligible due to
an order or direction from a governmental
authority or governmental entity.
Protest
PG&E asks that the Commission, pursuant to GO 96-B, General Rule 7.5.1, maintain the original protest and comment period designated in AL 6517-E and not reopen the protest period.
Effective Date
Pursuant to General Order (GO) 96-B, Rule 5.2, and OP 6 of D.22-01-004, this AL is submitted with a Tier 2 designation which is the same tier designation of the original AL 6517-E. AL 6517-E was suspended for a period up to 120 days, therefore there is no need to extend the effective date. The effective date of AL 6517-E remains suspended until disposition by Energy Division.
Notice
In accordance with General Order 96-B, Section IV, a copy of this advice letter is being sent electronically to parties shown on the attached list and the parties on the service list AI #07_Att: PG&E Proposed Pro Forma Contract
Advice 6517-E-A - 3 - April 11, 2022
for R. 17-06-026 and R. 18-07-003. Address changes to the General Order 96-B service list should be directed to PG&E at email address [email protected]. For changes to any other service list, please contact the Commission’s Process Office at (415) 703-2021 or at [email protected]. Send all electronic approvals to [email protected]. Advice letter submittals can also be accessed electronically at:
http://www.pge.com/tariffs/.
/S/
Sidney Bob Dietz II
Director, Regulatory Relations
Attachments:
Attachment 1: VA Contract - CLEAN
Attachment 2: VA Contract - REDLINE
cc: Service Lists R. 17-06-026 and R. 18-07-003
AI #07_Att: PG&E Proposed Pro Forma Contract
ADVICE LETTER
SUMMARY
ENERGY UTILITY
Company name/CPUC Utility No.:
Utility type:
Phone #:
EXPLANATION OF UTILITY TYPE
ELC GAS
PLC HEAT
MUST BE COMPLETED BY UTILITY (Attach additional pages as needed) Advice Letter (AL) #:
WATER
E-mail:
E-mail Disposition Notice to:
Contact Person:
ELC = Electric
PLC = Pipeline
GAS = Gas
HEAT = Heat WATER = Water
(Date Submitted / Received Stamp by CPUC)
Subject of AL:
Tier Designation:
Keywords (choose from CPUC listing):
AL Type: Monthly Quarterly Annual One-Time Other:
If AL submitted in compliance with a Commission order, indicate relevant Decision/Resolution #:
Does AL replace a withdrawn or rejected AL? If so, identify the prior AL:
Summarize differences between the AL and the prior withdrawn or rejected AL:
Confidential treatment requested? Yes No
If yes, specification of confidential information:
Confidential information will be made available to appropriate parties who execute a nondisclosure agreement. Name and contact information to request nondisclosure agreement/ access to confidential information:
Resolution required? Yes No
Requested effective date: No. of tariff sheets:
Estimated system annual revenue effect (%):
Estimated system average rate effect (%):
When rates are affected by AL, include attachment in AL showing average rate effects on customer classes (residential, small commercial, large C/I, agricultural, lighting).
Tariff schedules affected:
Service affected and changes proposed1:
Pending advice letters that revise the same tariff sheets:
1 Discuss in AL if more space is needed. ✔
Supplemental: Tier 2 Advice Letter of Pacific Gas and Electric Company Requesting Approval of Voluntary Allocation Contract for Power Charge Indifference Adjustment Eligible Renewables Portfolio Standard Resources
[email protected]
N/A
✔
Compliance Clear Form 6517-E-A 2
N/A N/A ✔
Kimberly Loo N/A ✔
No Pacific Gas and Electric Company (ID U39 E) 3/30/22 0 (415)973-4587 [email protected] N/A D.22-01-004
AI #07_Att: PG&E Proposed Pro Forma Contract
California Public Utilities Commission
□ □ □
□ □
□ □ □ □ □
□ □
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I
California Public Utilities Commission
Energy Division Tariff Unit Email:
[email protected]
Protests and correspondence regarding this AL are to be sent via email and are due no later than 20 days after the date of this submittal, unless otherwise authorized by the Commission, and shall be sent to:
Contact Name:
Title:
Utility/Entity Name:
Telephone (xxx) xxx-xxxx:
Facsimile (xxx) xxx-xxxx:
Email:
Contact Name:
Title:
Utility/Entity Name:
Telephone (xxx) xxx-xxxx:
Facsimile (xxx) xxx-xxxx:
Email:
CPUC
Energy Division Tariff Unit
505 Van Ness Avenue
San Francisco, CA 94102
Director, Regulatory Relations Clear Form Pacific Gas and Electric Company [email protected] Sidney Bob Dietz II, c/o Megan Lawson AI #07_Att: PG&E Proposed Pro Forma Contract
Advice 6517-E-A
April 11, 2022
Attachment 1
VA Contract - CLEAN
AI #07_Att: PG&E Proposed Pro Forma Contract
1 MASTER POWER PURCHASE AND SALE AGREEMENT
RENEWABLES PORTFOLIO STANDARD ENERGY ALLOCATION
CONFIRMATION LETTER
BETWEEN
[NAME] (“PARTY A”)
AND
PACIFIC GAS AND ELECTRIC COMPANY (“PARTY B”)
This confirmation letter (“Confirmation”) confirms the Transaction between [Name, place of formation, and type of entity] (“Party A” or “Buyer”), and Pacific Gas and Electric Company, a California corporation, (“Party B” or “Seller”), each individually a “Party” and together the “Parties”, which becomes effective on the date fully executed by both Parties (the “Confirmation Effective Date”), in which Seller agrees to provide to Buyer Product, as such term is defined in this Confirmation. This Transaction is governed by the Master Power Purchase and Sale Agreement between the Parties, effective as of [Date of EEI Master between Parties], together with the Cover Sheet, [the Collateral Annex and Paragraph 10 to the Collateral Annex,] and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation, have the meanings specified for such terms in the Master Agreement, the RPS (defined herein) or the Tariff (defined herein), as applicable. If there is a conflict between the terms in this Confirmation and those in the Master Agreement, this Confirmation shall control. Section references herein are to this Confirmation unless otherwise noted.
[Standard contract terms and conditions shown in shaded text are those that “may not be modified” per CPUC Decisions (“D.”) 07-11-025; D.10-03-021, as modified by D.11-01-025; and D.13-11-024.]
ARTICLE 1
PRODUCT
1.1 Product. “Product” means (a) all RPS Energy and Green Attributes generated and associated with the non-Greengate Resources in the Resource Pools, and (b) all Green Attributes associated with the Greengate Resources in the Resource Pools. During the Delivery Period, Seller shall provide Buyer Product equal to the Total Allocation Amount.
1.2 Buyer’s Exclusive Right. Buyer has exclusive right to Product for the Total Allocation Amount, including the right to account for or report Product equal to the Total Allocation Amount to a Governmental Entity.
ARTICLE 2
TOTAL ALLOCATION AMOUNT
2.1 Total Allocation Amount. “Total Allocation Amount” means the sum of the Total Short-Term Allocation Amount and the Total Long-Term Allocation Amount.
AI #07_Att: PG&E Proposed Pro Forma Contract
2 2.2 Total Short-Term Allocation Amount. The “Total Short-Term Allocation Amount” is the sum of all Monthly Short-Term Allocation Amounts in the Delivery Period. For every month in the Delivery Period, the “Monthly Short-Term Allocation Amount” will be the sum of all PCIA Short-Term Allocation Amounts in the month, where a “PCIA Short-Term Allocation Amount” will be calculated for every PCIA vintage applicable to Buyer as the sum of (a) the product of (i) Short-Term A Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Short-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales, plus (b) the product of (i) Short-Term B Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Long-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales.
2.3 Total Long-Term Allocation Amount. The “Total Long-Term Allocation Amount” is the sum of all Monthly Long-Term Allocation Amounts in the Delivery Period. For every month in the Delivery Period, the “Monthly Long-Term Allocation Amount” for a month will be the sum of all PCIA Long-Term Allocation Amounts in the month, where a “PCIA Long-Term Allocation Amount” will be calculated for every PCIA vintage applicable to Buyer as the product of (i) Long-Term Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Long-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales.
2.4 Allocation Election. The “Short-Term A Allocation Election,” “Short-Term B Allocation Election,” and “Long-Term Allocation Election” are the percentages specified in the table below and must be denoted in ten (10) percent increments. The sum of the Short-Term B Allocation Election and Long-Term Allocation Election must be equal to or less than one hundred percent (100%).
2.5 Change in Resource Pools. Seller may remove a Resource from the Resource Pools for the following reasons: (i) if Seller’s power purchase agreement corresponding to the Resource has expired or is terminated, (ii) if the Resource is no longer in Seller’s PCIA-eligible portfolio due to an order or direction from a Governmental Authority or Governmental Entity, or (iii) if the Resource is owned by Seller but ceases operation for Seller. Seller may add Resources to the Resource Pools in the following ways: (a) Seller may add Resources with PCIA vintages corresponding to the PCIA vintages where Buyer has an Allocation Share, or (b) Seller may add Resources from Customer Programs listed in Appendix D. With the exception of expirations of Seller’s power purchase agreements listed in Appendix B, Appendix C, and Appendix D, Seller will provide Notice to Buyer identifying the facility or facilities that constitute the Resources being removed or added to the Resource Pools as soon as reasonably practicable. Seller shall retain the sole and absolute discretion to modify, enforce, or terminate its power purchase Product Allocation Election
Short-Term A [Buyer to fill in] %
Short-Term B [Buyer to fill in] %
Long-Term [Buyer to fill in] %
AI #07_Att: PG&E Proposed Pro Forma Contract
3 agreements for Resources during the Delivery Period. Buyer shall not have any right to or discretion to request changes to the Resources or the Resource Pools during the Delivery Period.
2.6 Third Party Sales. From the Confirmation Effective Date throughout the Delivery Period, Seller shall have the right to sell all or any portion of Product to a third party (“Third Party Sale”). The amount of Third Party Sales will be incorporated in the calculation of the Monthly Short-Term Allocation Amount and Monthly Long-Term Allocation Amount for the applicable month in accordance with Article 2.
ARTICLE 3
DELIVERY
3.1 Delivery. Throughout the Delivery Period, Seller shall deliver, and Buyer shall receive, Product in accordance with the Confirmation. Seller, or a qualified third party designated by Seller, will act as Scheduling Coordinator to deliver Product in each hour to the CAISO at the Delivery Point. Buyer shall take title and risk of loss of Product at the applicable Delivery Point selected by Seller.
3.2 Delivery Point. The “Delivery Point” is and shall mean where Seller, or a qualified third party designated by Seller, shall deliver to, and Buyer shall take possession of, Product, which shall be NP 15, SP 15, and/or ZP 26, as selected by Seller, except for Product from Greengate Resources, which will be conveyed in accordance with Article 4.
3.3 Delivery Period. The “Delivery Period” shall commence on January 1, 2023 and last through and until (a) December 31, 2024 for deliveries of the Short-Term Allocation Amount and/or (b) the Long-Term End Date for deliveries of the Long-Term Allocation Amount; provided that with regards to the Green Attributes portion of Product, the Delivery Period shall last through and until that date upon which the amount of Green Attributes conveyed to Buyer meets the Total Allocation Amount. The Long-Term End Date will be determined by comparing the end dates of all power purchase agreements for Resources in the Long-Term Resource Pool with a PCIA vintage applicable to Buyer, and the latest end date will be the “Long-Term End Date.” ARTICLE 4
CONVEYANCE OF GREEN ATTRIBUTES
4.1 Green Attributes. Seller represents and warrants that Seller holds the rights to such Green Attributes from the Resources in the Resource Pools and Seller agrees to convey such Green Attributes to Buyer as included in the delivery of Product from the Resources in the Resource Pools subject to the terms and conditions of this Agreement.
4.2 Conveyance of Green Attributes. Seller shall convey to Buyer the Green Attributes associated with Product no later than twenty-five (25) Business Days once the following have occurred: (a) Seller has obtained the WREGIS Certificates for the Green Attributes for the applicable Calculation Period or calendar year and (b) Seller has received Buyer’s payment of the Monthly Cash Settlement Amount in accordance with Article 5 herein. Since WREGIS Certificates will only be created for whole MWh amounts of RPS 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. During the Delivery Period, Seller shall AI #07_Att: PG&E Proposed Pro Forma Contract
4 transfer all right, title, and interest in and to the WREGIS Certificates to Buyer’s WREGIS account in an aggregate amount equivalent to the Total Allocation Amount.
4.3 WREGIS Certificate True-Up. A “WREGIS Certificate True-Up” means any deficit or surplus in WREGIS Certificates delivered to Buyer for a calendar month as compared to the sum of the (a) Monthly Short-Term Allocation Amount, plus (b) the Monthly Long-Term Allocation Amount for the same calendar month (“True-Up Month”). Any adjustments to resolve a WREGIS Certificate True-Up will be made as an adjustment on Seller’s monthly invoice to Buyer in accordance with Article 5, provided that no adjustments will be made for any WREGIS Certificate True-Up after twenty-four (24) months from the True-Up Month.
ARTICLE 5
COMPENSATION
5.1 Calculation Period. The “Calculation Period” shall be each calendar month or portion thereof that Delivery was conveyed to Buyer.
5.2 Monthly Cash Settlement Amount. Buyer shall pay Seller the Monthly Cash Settlement Amount, in arrears, for each Calculation Period.
The “Monthly Cash Settlement Amount” for a particular Calculation Period shall be equal to (a) plus (b) minus (c), where:
(a) equals the product of the (i) Index Price multiplied by (ii) the sum of (x) Monthly Short-Term Allocation Amount, plus (y) Monthly Long-Term Allocation Amount; and
(b) equals the product of (i) either (x) the forecasted RPS MPB for the applicable year, or (y) if available, the final RPS MPB for the applicable year, multiplied by (ii) the sum of (a) Monthly Short-Term Allocation Amount, plus (b) Monthly Long-Term Allocation Amount; and
(c) equals the product of the (i) Index Price multiplied by (ii) the sum of (x) Monthly Short-Term Allocation Amount, plus (y) Monthly Long-Term Allocation Amount.
5.3 Annual Cash Settlement Amount. By March 31 of each calendar year, Seller will perform a true-up process for every Monthly Cash Settlement Amount from the previous year (“Annual Cash Settlement Amount”), where Seller will recalculate every Monthly Cash Settlement Amount from the prior calendar year that used the forecasted RPS MPB to instead use the final RPS MPB in congruence with Section 5.2.
(a) If, after determination of the Annual Cash Settlement Amount, Buyer owes Seller, Seller will invoice Buyer on the next monthly invoice. (b) If, after determination of the Annual Cash Settlement Amount, Seller owes Buyer, Seller shall credit Buyer within each future monthly invoice until the Annual Cash Settlement Amount is paid. If Seller owes Buyer and there are no remaining Calculation AI #07_Att: PG&E Proposed Pro Forma Contract
5 Periods, Seller shall pay Buyer the remaining Annual Cash Settlement Amount balance on the last monthly invoice.
5.4 Payment. Notwithstanding anything to the contrary in Article Six of the Master Agreement, Buyer shall pay Seller the Monthly Cash Settlement Amount four (4) calendar months following the applicable Calculation Period and on or before the later of: (a) the twenty-fifth (25th) day of the month in which Buyer receives from Seller an invoice for the Calculation Period to which the Monthly Cash Settlement Amount pertains, or (b) within fifteen (15) days following receipt of an invoice issued by Seller for such applicable Calculation Period, provided that if such payment due date is not a Business Day, then on the next Business Day. This provision shall survive termination or expiration of the Agreement for all amounts due prior to such termination or expiration.
ARTICLE 6
CREDIT TERMS
The credit and collateral terms set forth in the Master Agreement shall not apply to either Party to this Confirmation.
ARTICLE 7
SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
7.1 Seller Representations and Warranties. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (a) For the avoidance of doubt, the term “Project” as used in the immediately preceding paragraph means Resources in the Resource Pool, and the phrase “Delivery Term” means the Delivery Period.
7.2 Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.
(a) For the avoidance of doubt, the phrase “Delivery Term” as used in the immediately preceding paragraph means the Delivery Period.
AI #07_Att: PG&E Proposed Pro Forma Contract
6 7.3 Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (a) For the avoidance of doubt, the term “contract” as used in the immediately preceding paragraph means this Confirmation, and the phrase “first delivery” means the first date of the Delivery Period.
7.4 In addition to the foregoing, Seller warrants, represents and covenants, as of the Confirmation Effective Date and throughout the Delivery Period, that:
(a) Seller has the contractual rights to sell all right, title, and interest in Product required to be delivered hereunder;
(b) at the time of delivery, all rights, title, and interest in Product required to be delivered hereunder are free and clear of all liens, taxes, claims, security interests, or other encumbrances of any kind whatsoever;
(c) Seller shall not substitute or purchase any Product from any generating resource other than the Resources in the Resource Pools hereunder; and (d) the facility(s) designated by Seller as the Resources in the Resource Pools and all electrical output from the facility(s) designated as the Resources in the Resource Pools are, or will be, by the first date of the Delivery Period, registered with WREGIS as RPS-eligible.
ARTICLE 8
TERMINATION AND CALCULATION OF TERMINATION PAYMENT
In the event this Transaction becomes a Terminated Transaction pursuant to Section 5.2 of the Master Agreement, then the Settlement Amount with respect to this Transaction shall not be calculated in accordance with the Master Agreement, but instead shall be calculated as follows:
The Non-Defaulting Party shall determine its Gains and Losses by determining the Market Quotation Average Price for the Terminated Transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts, to obtain the Market Quotation Average Price with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for the Terminated Transaction in a commercially reasonable manner by calculating the arithmetic mean of the quotes of at least three (3) Broker or Index Quotes based on the offers to sell or bids to buy, as applicable, obtained for transactions substantially similar to the Terminated Transaction. Such Broker or Index Quotes must be obtained assuming that the Party obtaining the quote will provide sufficient credit support for the proposed transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts to obtain at least three (3) such Broker or Index Quotes with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by reference to information supplied to it by one or more third parties 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.
AI #07_Att: PG&E Proposed Pro Forma Contract
7 Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information; provided, however, that such third parties shall not be Affiliates of either Party. Only in the event the Non-Defaulting Party is not able, after using commercially reasonable efforts, to obtain such third-party information, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner using relevant market data it has available to it internally. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Transaction, the Settlement Amount for this Transaction will be zero.
ARTICLE 9
GENERAL PROVISIONS
9.1 Buyer Audit Rights. In addition to any audit rights provided under the Master Agreement, Seller shall, upon the Confirmation Effective Date and continuing until the end of the Delivery Period, provide documentation (which may include, for example, WREGIS reports) sufficient to demonstrate that Product has been conveyed and delivered to Buyer.
9.2 Governing Law.
(a) Notwithstanding any provision to the contrary in the Master Agreement, the Governing Law applicable to this Agreement shall be as set forth herein. This Section 9.2 does not change the Governing Law applicable to any other confirmation or transaction entered into between the Parties under the Master Agreement. (b) 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.
ACKNOWLEDGED AND AGREED TO:
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8 Buyer, or Party A:
[NAME, place of formation, and type of
entity]
Sign:
Print:
Title:
Date:
Seller, or Party B:
PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation
Sign:
Print:
Title:
Date:
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A-1
APPENDIX A
DEFINED TERMS
Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“Allocation Share” means Buyer’s most recent PCIA-vintaged share of RPS Energy, as determined by Seller, through Seller’s load forecasting processes to establish energy procurement revenue requirements for rate-setting purposes, within Energy Resource Recovery Account and/or Resource Adequacy proceedings, or successor proceedings. As of the Confirmation Effective Date, Buyer’s Allocation Share is listed in Appendix E. “Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Product, or the terms of the Agreement.
“Annual Cash Settlement Amount” has the meaning set forth in Section 5.3. “Balancing Authority” has the meaning set forth in the Tariff. “Business Day” means all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed, and shall be between the hours of 8:00 a.m. and 5:00 p.m. Pacific Prevailing Time for the relevant Party’s principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom written communications or payment or delivery is being sent and by whom written communications or payment or delivery is to be received. “Buyer” means Party A.
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“Confirmation Effective Date” means the date in which the Confirmation is fully executed by both Parties.
“CPUC” means the California Public Utilities Commission. “California Renewables Portfolio Standard” or “RPS” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub. Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-025, D.11-12-020, D.11-12-052, D.12-06-038 and D.14-12-023, and as may be modified AI #07_Att: PG&E Proposed Pro Forma Contract
A-2
by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“CEC” means the California Energy Commission.
“CPUC” means the California Public Utilities Commission. “Customer Programs” means Green Tariff Shared Renewables (GTSR) and Disadvantaged Communities (DAC) programs.
“Disadvantaged Communities” or “DAC” means the DAC-Green Tariff program, as set forth in CPUC Decision 18-06-027, as such decision may be amended from time to time or as further defined or supplemented by any law, rule, regulation, or other legal or regulatory determination by a court or Governmental Authority.
“Delivery Period” has the meaning set forth in Section 3.3. “Delivery Point” has the meaning set forth in Section 3.2. “Energy” means electrical energy, measured in MWh.
“Energy Resource Recovery Account” means the balancing account where utilities, including Seller, record and track energy procurement costs, as described in CPUC Decision D.02- 10-062 and subsequent CPUC decisions addressing Energy Resource Recovery Account issues, as those obligations may be altered from time to time.
“FERC” means the Federal Energy Regulatory Commission.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Resource, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (a) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) 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 ; (c) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state Law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local Law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Electric Energy. Green Attributes do not include (i) any Electric Energy, capacity, reliability or other power attributes from the Resource, (ii) production tax credits associated with the construction or operation of the Resource and other financial incentives in the form of credits, reductions, or AI #07_Att: PG&E Proposed Pro Forma Contract
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allowances associated with the Resource 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 Resource for compliance with local, state, or federal operating and/or air quality permits. If the Resource is a biomass or biogas 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 Resource. “Green Tariff Shared Renewables” or “GTSR” means the Green Tariff Shared Renewables Program implemented per Senate Bill (SB) 43 (Stats. 2013, ch. 413 (Wolk)) and CPUC Decision 15-01-051.
“Greengate Resources” means the Halkirk I Wind Project, Blackspring Ridge IA Wind Project, and Blackspring Ridge IB Wind Project (all affiliates of Greengate Power Corporation). “Governmental Authority” or “Governmental Entity” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement. “Index Price” means the Trading Hub price (as defined in the Tariff) measured in $/MWh, for each MWh of Product, and associated with the Product to the Delivery Point for each applicable hour as published by the CAISO on the CAISO website; or any successor thereto, unless a substitute publication and/or index is mutually agreed to by the Parties. “Long-Term Allocation Election” is the percentage specified in Section 2.4. “Long-Term End Date” has the meaning set forth in Section 3.3. “Long-Term Resource Pool” means Seller’s Resources in Appendix C reflecting power purchase agreements with terms that have 10 years or more remaining from the start of the Delivery Period.
“MWh” means megawatt-hour.
“Monthly Cash Settlement Amount” has the meaning set forth in Section 6.2. “Monthly Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “Monthly Short-Term Allocation Amount” has the meaning seat forth in Section 2.2. “PG&E” means the Pacific Gas and Electric Company, its successors and assigns. “PCIA” or “Power Charge Indifference Adjustment” is a charge to ensure that both PG&E customers and those who have left PG&E service to purchase electricity from other providers pay for the above-market costs for electric generation resources that were procured by PG&E on their AI #07_Att: PG&E Proposed Pro Forma Contract
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behalf. “Above market” refers to expenditures for generation resources that cannot be fully recovered through sales of these resources at current market prices. “PCIA Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “PCIA Short-Term Allocation Amount” has the meaning set forth in Section 2.2. “Product” has the meaning set forth in Section 1.1.
“Renewable Energy Credits” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision 08-08-028, as may be amended from time to time or as further defined or supplemented by Law.
“Resource(s)” means generation units owned by Seller or contracted by Seller, which corresponding costs are recovered through the PCIA.
“Resource Adequacy” or “RA” means the procurement obligation of load serving entities, as such obligations are described in CPUC Decisions D.04-10-035 and D.05-10-042 and subsequent CPUC decisions addressing Resource Adequacy issues, as those obligations may be altered from time to time, and all other capacity procurement obligations established by any other entity, including the CAISO.
“Resource Pools” means the Short-Term Resource Pool (Appendix B) and Long-Term Resource Pool (Appendix C).
“RPS Energy” means the Energy generated from Resources from the applicable Resource Pool(s).
“RPS Market Price Benchmark” or “RPS MPB” means the estimated incremental value of each unit of RPS-eligible energy that is attributable to the fact of that eligibility, in $/MWh, as defined in CPUC D.19-10-001 or subsequent CPUC Decisions defining calculations of the RPS MPB for PCIA purposes.
“Scheduling Coordinator (SC)” means an entity certified by the CAISO to perform the functions as described in the Tariff.
“Seller” means Party B.
“Short-Term A Allocation Election” is the percentage specified Section 2.4. “Short-Term B Allocation Election” is the percentage specified in Section 2.4. “Short-Term Resource Pool” means Seller’s Resources in Appendix B reflecting power purchase agreements with terms that have less than 10 years remaining from the start of the Delivery Period.
AI #07_Att: PG&E Proposed Pro Forma Contract
A-5
“Tariff” means the FERC-approved California Independent System Operator Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” as may be amended, supplemented or replaced from time to time. “Third Party Sale” has the meaning set forth in Section 2.6. “Total Allocation Amount” has the meaning set forth in Section 2.1. “Total Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “Total Short-Term Allocation Amount” has the meaning set forth in Section 2.2. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate” 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.
AI #07_Att: PG&E Proposed Pro Forma Contract
B-1
APPENDIX B
LIST OF RESOURCES IN SHORT-TERM RESOURCE POOL
Resource Name Technology CEC RPS ID PCIA
Vintage
End Date
Olsen Power Partners Small Hydro 60175 Non-Vintaged 12/31/2026 El Nido Biomass Facility Biomass 60473 2005 2/8/2031
Chowchilla Biomass Facility Biomass 60471 2005 2/8/2031 Klondike Wind Power III Project Wind 60602 2007 3/31/2023 CalRenew-1 Solar PV 60475 2015 4/29/2030
Shiloh II Wind Project Wind 60639 2007 1/31/2029
Rattlesnake Road Wind Power
Project Wind 60553 2008 1/4/2024
Hatchet Ridge Wind 60741 2008 12/13/2025
CM10 Solar PV 60713 2008 12/31/2028
CM48 Solar PV 60786 2009 1/31/2031
Mt. Poso Biomass 60695 2009 2/20/2027
Vantage Wind Energy Center Wind 60712 2009 10/3/2025
Big Creek Waterworks Small Hydro 60900 2009 6/22/2030
Norman Ross Burgess - Three Forks
Water Power Project Small Hydro 60502 2010 10/31/2031
Avenal Park Solar PV 60912 2009 8/4/2031
Sun City Project Solar PV 60913 2009 8/4/2031
Sand Drag Solar PV 60914 2009 8/4/2031
Halkirk I Wind Project Wind 60989 2010 12/18/2032
Coram Brodie Wind 60973 2010 6/5/2032
Shiloh III Wind Project Wind 61069 2010 3/8/2032
Wind Resource II Wind 61468 2012 9/30/2023
ABEC Bidart-Old River Digester Gas 62369 2012 3/9/2029
ABEC Bidart-Stockdale Digester Gas 60886 2012 9/11/2023 Diablo Winds Wind 60030 2013 6/30/2031
AI #07_Att: PG&E Proposed Pro Forma Contract
C-1
APPENDIX C
LIST OF RESOURCES IN LONG-TERM RESOURCE POOL
Resource Name Technology CEC RPS ID PCIA
Vintage
End Date
Montezuma Wind Energy
Center Wind 60543 2010 1/27/2036
High Plains Ranch II Solar PV 60603 2008 10/30/2038
Topaz Solar Farm Solar PV 61698 2008 10/26/2039
Ivanpah Unit 1 Solar Thermal 62273 2009 1/20/2039
Ivanpah Unit 3 Solar Thermal 62275 2009 1/26/2039
AV Solar Ranch One Solar PV 60790 2009 11/20/2039
Alpine Solar Project Solar PV 60755 2010 1/17/2033
Agua Caliente Solar Project Solar PV 60894 2009 6/22/2039 High Plains Ranch III Solar PV 60603 2010 9/30/2038
Mojave Solar Project Solar Thermal 60848 2009 12/3/2039 Genesis Solar Energy Project Solar Thermal 60605 2009 3/6/2039 DTE Stockton Biomass 60964 2009 2/20/2039
Alpaugh 50 Solar PV 60945 2010 3/7/2038
Alpaugh North Solar PV 60946 2010 3/7/2038
Atwell Island Solar PV 60947 2010 3/11/2038
Corcoran Solar PV 60948 2010 8/14/2038
White River Solar PV 60949 2010 6/26/2038
Sunshine Landfill Landfill Gas 60815 2010 8/31/2034
Potrero Hills Landfill Landfill Gas 63116 2010 4/12/2041 Blackspring Ridge IA Wind 60987 2010 5/11/2034
Blackspring Ridge IB Wind 60988 2010 5/11/2034
Desert Center Solar Farm Solar PV 61068 2010 12/16/2039 Mesquite Solar 1 Solar PV 60875 2010 3/7/2033
North Star Solar Solar PV 61198 2010 6/18/2035
Vasco Wind Energy Center Wind 61344 2010 3/12/2037
Montezuma II Wind Energy
Center Wind 61345 2010 3/13/2037
Kansas South Solar PV 61264 2011 6/24/2033
Westlands Solar Farms Solar PV 61755 2011 4/30/2034
Orion Solar Solar PV 61570 2011 6/25/2034
North Sky River Energy
Center Wind 61385 2011 12/20/2037
Copper Mountain Solar 2 Solar PV 60990 2011 5/12/2040
Shiloh IV Wind Project Wind 61617 2011 1/27/2038
Mammoth G3 Geothermal 60315 2012 3/31/2033
West Antelope Solar PV 61850 2012 2/8/2035
AI #07_Att: PG&E Proposed Pro Forma Contract
C-2
Western Antelope Blue Sky
Ranch A Solar PV 61517 2012 2/16/2035
Nevada Irrigation District
(NID) - Dutch Flat / Rollins /
Bowman Small Hydro
60264 / 60265 /
60171 2012 6/30/2033
SPI Biomass Portfolio –
Anderson 2 / Burney / Lincoln
/ Sonora / Quincy Biomass
61146 / 60087 /
60088 / 60576 /
60089 2012 9/8/2035
Kansas Solar PV 61263 2012 12/31/2037
Lost Hills Solar Solar PV 61893 2012 12/31/2043
Cuyama Solar Array Solar PV 61891 2012 12/31/2043
Blackwell Solar Solar PV 61892 2012 12/31/2043
Henrietta Solar Solar PV 61841 2012 9/30/2036
Kent South Solar PV 61262 2012 2/18/2035
Algonquin SKIC 20 Solar Solar PV 61558 2012 5/14/2035
White River Solar 2 Solar PV 62045 2012 10/1/2034
Mammoth G1 Geothermal 60306 2012 12/25/2033
Alamo Solar, LLC Solar PV 61453 2012 6/29/2035
CID Solar PV Project Solar PV 62285 2012 3/19/2035
Old River One Solar PV 60853 2013 2/8/2035
Shafter Solar Solar PV 62325 2013 7/15/2035
Rising Tree Wind Farm II Wind 62426 2013 8/6/2035
Kekawaka Creek
Hydroelectric Facility Small Hydro 60186 2013 5/31/2035 RE Astoria Solar PV 62284 2013 1/2/2034
Midway Solar Farm I Solar PV 61295 2013 5/31/2040
California Flats Solar Project Solar PV 62552 2013 4/9/2034 Portal Ridge Solar C Project Solar PV 61684 2014 4/20/2037 Sunray 2 Solar PV 62694 2014 8/24/2037
Bayshore Solar A Solar PV 63133 2015 1/22/2038
Bayshore Solar B Solar PV 63134 2015 1/22/2038
Bayshore Solar C Solar PV 63135 2015 1/22/2038
Java Solar Solar PV 63137 2016 12/31/2039
RE Gaskell West 3 Solar PV 63619 2017 1/14/2038
RE Gaskell West 4 Solar PV 63617 2017 1/14/2038
RE Gaskell West 5 Solar PV 63618 2017 1/14/2038
PGE Alta Small Hydro 60033 Pre-2002 N/A
PGE Coleman Small Hydro 60037 Pre-2002 N/A
PGE Cow Creek Small Hydro 60038 Pre-2002 N/A
PGE Crane Valley Small Hydro 60039 Pre-2002 N/A
PGE Deer Creek Small Hydro 60040 Pre-2002 N/A
PGE De Sabla Small Hydro 60041 Pre-2002 N/A
PGE Dutch Flat 1 Small Hydro 60042 Pre-2002 N/A
AI #07_Att: PG&E Proposed Pro Forma Contract
C-3
PGE Halsey Small Hydro 60043 Pre-2002 N/A
PGE Hat 1 Small Hydro 60045 Pre-2002 N/A
PGE Hat 2 Small Hydro 60046 Pre-2002 N/A
PGE Newcastle Small Hydro 60053 Pre-2002 N/A
PGE Oak Flat Small Hydro 60276 Pre-2002 N/A
PGE Phoenix Small Hydro 60054 Pre-2002 N/A
PGE Potter Valley Small Hydro 60055 Pre-2002 N/A
PGE Five Points Solar PV 61432 2010 N/A
PGE Stroud Solar PV 61434 2010 N/A
PGE Westside Solar PV 61433 2010 N/A
PGE Cantua Solar PV 61823 2011 N/A
PGE Giffen Solar PV 61822 2011 N/A
PGE Huron Solar PV 61821 2011 N/A
PGE Gates Solar PV 62353 2012 N/A
PGE Guernsey Solar PV 62354 2012 N/A
PGE West Gates Solar PV 62352 2012 N/A
PGE Rock Creek RPS Small Hydro 62269 Pre-2002 N/A
PGE San Joaquin 1A Small Hydro 60056 Pre-2002 N/A
PGE San Joaquin 2 Small Hydro 60057 Pre-2002 N/A
PGE South Small Hydro 60059 Pre-2002 N/A
PGE Spaulding 1 Small Hydro 60060 Pre-2002 N/A
PGE Spaulding 2 Small Hydro 60061 Pre-2002 N/A
PGE Spaulding 3 Small Hydro 60062 Pre-2002 N/A
PGE Spring Gap Small Hydro 60063 Pre-2002 N/A
PGE Toadtown Small Hydro 60064 Pre-2002 N/A
Vaca-Dixon Solar (PG&E) Solar PV 60966 2010 N/A
PGE Volta 1 Small Hydro 60066 Pre-2002 N/A
PGE Volta 2 Small Hydro 60067 Pre-2002 N/A
PGE West Point Small Hydro 60068 Pre-2002 N/A
PGE Wise 1 Small Hydro 60069 Pre-2002 N/A
PGE Wise 2 Small Hydro 60070 Pre-2002 N/A
PGE A.G.Wishon Small Hydro 60032 Pre-2002 N/A
AI #07_Att: PG&E Proposed Pro Forma Contract
D-1
APPENDIX D
LIST OF PCIA-ELIGIBLE RESOURCES IN TEMPORARY RESOURCE POOLS Resource Name Resource
Pool
Technology CEC RPS
ID
PCIA
Vintage
End Date
Shafter Solar GTSR Solar PV 62325 2013 7/15/2035
Columbia Solar Energy GTSR Solar PV 62051 2012 12/13/2035 Morelos del Sol GTSR Solar PV 62272 2013 2/29/2036
Woodmere Solar Farm
GTSR,
DAC Solar PV 62429 2013 2/24/2036
CED Corcoran Solar 3 GTSR Solar PV 62783 2015 11/30/2036 CED Oro Loma Solar
Project A
GTSR
Solar PV 62841 2014 2/23/2037
Avenal Solar Project A GTSR Solar PV 62840 2014 3/9/2037 CED Oro Loma Solar
Project B
GTSR
Solar PV 62841 2014 3/9/2037
Avenal Solar Project B GTSR Solar PV 62840 2014 3/9/2037 Westside Solar GTSR Solar PV 61185 2015 5/1/2037
Aspiration Solar G GTSR Solar PV 61486 2015 10/26/2037
Summer Wheat
GTSR,
DAC Solar PV 61837 2015 12/9/2038
White River Solar 2 GTSR Solar PV 62045 2012 10/1/2034
AI #07_Att: PG&E Proposed Pro Forma Contract
E-1
APPENDIX E
BUYER’S ALLOCATION SHARE
PCIA
Vintage
Buyer’s
Allocation
Share (%)
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
AI #07_Att: PG&E Proposed Pro Forma Contract
Advice 6517-E-A
April 11, 2022
Attachment 2
VA Contract - REDLINE
AI #07_Att: PG&E Proposed Pro Forma Contract
1 MASTER POWER PURCHASE AND SALE AGREEMENT
RENEWABLES PORTFOLIO STANDARD ENERGY ALLOCATION
CONFIRMATION LETTER
BETWEEN
[NAME] (“PARTY A”)
AND
PACIFIC GAS AND ELECTRIC COMPANY (“PARTY B”)
This confirmation letter (“Confirmation”) confirms the Transaction between [Name, place of formation, and type of entity] (“Party A” or “Buyer”), and Pacific Gas and Electric Company, a California corporation, (“Party B” or “Seller”), each individually a “Party” and together the “Parties”, which becomes effective on the date fully executed by both Parties (the “Confirmation Effective Date”), in which Seller agrees to provide to Buyer the ProductsProduct, as such term is defined in this Confirmation. This Transaction is governed by the Master Power Purchase and Sale Agreement between the Parties, effective as of [Date of EEI Master between Parties], together with the Cover Sheet, [the Collateral Annex and Paragraph 10 to the Collateral Annex,] and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation, have the meanings specified for such terms in the Master Agreement, the RPS (defined herein) or the Tariff (defined herein), as applicable. If there is a conflict between the terms in this Confirmation and those in the Master Agreement, this Confirmation shall control. Section references herein are to this Confirmation unless otherwise noted.
[Standard contract terms and conditions shown in shaded text are those that “may not be modified” per CPUC Decisions (“D.”) 07-11-025; D.10-03-021, as modified by D.11-01-025; and D.13-11-024.]
ARTICLE 1
PRODUCT
1.1 Product. “Products” means collectively, Short-Term Product and Long-Term Product. During the Delivery Period, Seller shall provide Buyer the Products equal to the Total Allocation Amount.
1.21.1 Short-Term Product. “Short-Term “Product” means (a) all RPS Energy and Green Attributes generated and associated with the non-Greengate Resources in the Short-Term Resource PoolPools, and (b) all Green Attributes associated with the Greengate Resources in the Short-Term Resource Pool. Pools. During the Delivery Period, Seller shall provide Buyer Product equal to the Total Allocation Amount.
1.3 Long-Term Product. “Long-Term Product” means (a) all RPS Energy and Green Attributes generated and associated with the non-Greengate Resources in the Long-Term Resource Pool, and (b) all Green Attributes associated with the Greengate Resources in the Long-Term Resource Pool.
AI #07_Att: PG&E Proposed Pro Forma Contract
2 1.41.2 Buyer’s Exclusive Right. Buyer has exclusive right to ProductsProduct for the Total Allocation Amount, including the right to account for or report ProductsProduct equal to the Total Allocation Amount to a Governmental Entity.
ARTICLE 2
TOTAL ALLOCATION AMOUNT
2.1 Total Allocation Amount. “Total Allocation Amount” means the sum of the Total Short-Term Allocation Amount and the Total Long-Term Allocation Amount.
2.2 Total Short-Term Allocation Amount. The “Total Short-Term Allocation Amount” is the sum of all Monthly Short-Term Allocation Amounts in the Delivery Period. For every month in the Delivery Period, the “Monthly Short-Term Allocation Amount” will be the sum of all PCIA Short-Term Allocation Amounts in the month, where a “PCIA Short-Term Allocation Amount” will be calculated for every PCIA vintage applicable to Buyer as the sum of (a) the product of (i) Short-Term A Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Short-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales., plus (b) the product of (i) Short-Term B Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Long-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales.
2.3 Total Long-Term Allocation Amount. The “Total Long-Term Allocation Amount” is the sum of all Monthly Long-Term Allocation Amounts in the Delivery Period. For every month in the Delivery Period, the “Monthly Long-Term Allocation Amount” for a month will be the sum of all PCIA Long-Term Allocation Amounts in the month, where a “PCIA Long-Term Allocation Amount” will be calculated for every PCIA vintage applicable to Buyer as the product of (i) Long-Term Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Long-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales.
2.4 Allocation Election. The “Short-Term A Allocation Election”,” “Short-Term B Allocation Election,” and “Long-Term Allocation Election” are the percentages specified in the table below and must be denoted in ten (10) percent increments:. The sum of the Short-Term B Allocation Election and Long-Term Allocation Election must be equal to or less than one hundred percent (100%).
2.5 Change in Resource Pools. Seller may remove a Resource from the Resource Pools for the following reasons: (i) if Seller’s power purchase agreement corresponding to the Resource has expired or is terminated, (ii) if the Resource is no longer in Seller’s PCIA-eligible portfolio Product Allocation Election
Short-Term A [Buyer to fill in] %
Short-Term B [Buyer to fill in] %
Long-Term [Buyer to fill in] %
AI #07_Att: PG&E Proposed Pro Forma Contract
3 for any other reasondue to an order or direction from a Governmental Authority or Governmental Entity, or (iii) if the Resource is owned by Seller but ceases operation for Seller. Seller may add Resources to the Resource Pools in the following ways: (a) Seller may add Resources with PCIA vintages corresponding to the PCIA vintages where Buyer has an Allocation Share, or (b) Seller may add Resources from Customer Programs listed in Appendix D. With the exception of expirations of Seller’s power purchase agreements listed in Appendix B, Appendix C, and Appendix D, Seller will provide Notice to Buyer identifying the facility or facilities that constitute the Resources being removed or added to the Resource Pools at least three (3) Business Days prior to the delivery of RPS Energy from such facility or facilitiesas soon as reasonably practicable. Seller shall retain the sole and absolute discretion to modify, enforce, or terminate its power purchase agreements for Resources during the Delivery Period. Buyer shall not have any right to or discretion to request changes to the Resources or the Resource Pools during the Delivery Period.
2.6 Third Party Sales. From the Confirmation Effective Date throughout the Delivery Period, Seller shall have the right to sell all or any portion of ProductsProduct to a third party (“Third Party Sale”). The amount of Third Party Sales will be incorporated in the calculation of the Monthly Short-Term Allocation Amount and Monthly Long-Term Allocation Amount for the applicable month in accordance with Article 2.
ARTICLE 3
DELIVERY
3.1 Delivery. Throughout the Delivery Period, Seller shall deliver, and Buyer shall receive, the ProductsProduct in accordance with the Confirmation. Seller, or a qualified third party designated by Seller, will act as Scheduling Coordinator to deliver the ProductsProduct in each hour to the CAISO at the Delivery Point. Buyer shall take title and risk of loss of the ProductsProduct at the applicable Delivery Point selected by Seller.
3.2 Delivery Point. The “Delivery Point” is and shall mean where Seller, or a qualified third party designated by Seller, shall deliver to, and Buyer shall take possession of, the ProductsProduct, which shall be NP 15, SP 15, and/or ZP 26, as selected by Seller, except for the ProductsProduct from Greengate Resources, which will be conveyed in accordance with Article
4. 3.3 Delivery Period. The “Delivery Period” shall commence on January 1, 2023 for the Products and last through and until (a) December 31, 2024 for deliveries of the Short-Term ProductAllocation Amount and/or (b) the Long-Term Product End Date for deliveries of the Long-Term ProductAllocation Amount; provided that with regards to the Green Attributes portion of the ProductsProduct, the Delivery Period shall last through and until that date upon which the amount of Green Attributes conveyed to Buyer meets the Total Allocation Amount. The Long-Term Product End Date will be determined by comparing the end dates of all power purchase agreements for Resources in the Long-Term Resource Pool with a PCIA vintage applicable to Buyer, and the latest end date will be the “Long-Term Product End Date.” ARTICLE 4
CONVEYANCE OF GREEN ATTRIBUTES
AI #07_Att: PG&E Proposed Pro Forma Contract
I_
4 4.1 Green Attributes. Seller represents and warrants that Seller holds the rights to such Green Attributes from the Resources in the Resource Pools and Seller agrees to convey such Green Attributes to Buyer as included in the delivery of the ProductsProduct from the Resources in the Resource Pools subject to the terms and conditions of this Agreement.
4.2 Conveyance of Green Attributes. Seller shall convey to Buyer the Green Attributes associated with the ProductsProduct no later than twenty-five (25) Business Days once the following have occurred: (a) Seller has obtained the WREGIS Certificates for the Green Attributes for the applicable Calculation Period or calendar year and (b) Seller has received Buyer’s payment of the Monthly Cash Settlement Amount in accordance with Article 5 herein.
Since WREGIS Certificates will only be created for whole MWh amounts of RPS 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. During the Delivery Period, Seller shall transfer all right, title, and interest in and to the WREGIS Certificates to Buyer’s WREGIS account in an aggregate amount equivalent to the Total Allocation Amount.
4.3 WREGIS Certificate True-Up. A “WREGIS Certificate True-Up” means any deficit or surplus in WREGIS Certificates delivered to Buyer for a calendar month as compared to the sum of the (a) Monthly Short-Term Allocation Amount, plus (b) the Monthly Long-Term Allocation Amount for the same calendar month (“True-Up Month”). Any adjustments to resolve a WREGIS Certificate True-Up will be made as an adjustment on Seller’s monthly invoice to Buyer in accordance with Article 5, provided that no adjustments will be made for any WREGIS Certificate True-Up after twenty-four (24) months from the True-Up Month.
ARTICLE 5
COMPENSATION
5.1 Calculation Period. The “Calculation Period” shall be each calendar month or portion thereof that Delivery was conveyed to Buyer.
5.2 Monthly Cash Settlement Amount. Buyer shall pay Seller the Monthly Cash Settlement Amount, in arrears, for each Calculation Period.
The “Monthly Cash Settlement Amount” for a particular Calculation Period shall be equal to (a) plus (b) minus (c), where:
(a) equals the product of the (i) Index Price multiplied by (ii) the sum of (x) Monthly Short-Term Allocation Amount, plus (y) Monthly Long-Term Allocation Amount; and
(b) equals the product of (i) either (x) the forecasted RPS MPB for the applicable year, or (y) if available, the final RPS MPB for the applicable year, multiplied by (ii) the sum of (a) Monthly Short-Term Allocation Amount, plus (b) Monthly Long-Term Allocation Amount; and
(c) equals the product of the (i) Index Price multiplied by (ii) the sum of (x) Monthly Short-Term Allocation Amount, plus (y) Monthly Long-Term Allocation Amount.
AI #07_Att: PG&E Proposed Pro Forma Contract
5 5.3 Annual Cash Settlement Amount. By March 31 of each calendar year, Seller will perform a true-up process for every Monthly Cash Settlement Amount from the previous year (“Annual Cash Settlement Amount”), where Seller will recalculate every Monthly Cash Settlement Amount from the prior calendar year that used the forecasted RPS MPB to instead use the final RPS MPB in congruence with Section 5.2.
(a) If, after determination of the Annual Cash Settlement Amount, Buyer owes Seller, Seller will invoice Buyer on the next monthly invoice. (b) If, after determination of the Annual Cash Settlement Amount, Seller owes Buyer, Seller shall credit Buyer within each future monthly invoice until the Annual Cash Settlement Amount is paid. If Seller owes Buyer and there are no remaining Calculation Periods, Seller shall pay Buyer the remaining Annual Cash Settlement Amount balance on the last monthly invoice.
5.4 Payment. Notwithstanding anything to the contrary in Article Six of the Master Agreement, Buyer shall pay Seller the Monthly Cash Settlement Amount four (4) calendar months following the applicable Calculation Period and on or before the later of: (a) the twenty-fifth (25th) day of the month in which Buyer receives from Seller an invoice for the Calculation Period to which the Monthly Cash Settlement Amount pertains, or (b) within fifteen (15) days following receipt of an invoice issued by Seller for such applicable Calculation Period, provided that if such payment due date is not a Business Day, then on the next Business Day. This provision shall survive termination or expiration of the Agreement for all amounts due prior to such termination or expiration.
ARTICLE 6
CREDIT TERMS
The credit and collateral terms set forth in the Master Agreement shall not apply to either Party to this Confirmation.
ARTICLE 7
SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
7.1 Seller Representations and Warranties. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (a) For the avoidance of doubt, the term “Project” as used in the immediately preceding paragraph means Resources in the Resource Pool, and the phrase “Delivery Term” means the Delivery Period.
AI #07_Att: PG&E Proposed Pro Forma Contract
6 7.2 Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.
(a) For the avoidance of doubt, the phrase “Delivery Term” as used in the immediately preceding paragraph means the Delivery Period.
7.3 Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (a) For the avoidance of doubt, the term “contract” as used in the immediately preceding paragraph means this Confirmation, and the phrase “first delivery” means the first date of the Delivery Period.
7.4 In addition to the foregoing, Seller warrants, represents and covenants, as of the Confirmation Effective Date and throughout the Delivery Period, that:
(a) Seller has the contractual rights to sell all right, title, and interest in the ProductsProduct required to be delivered hereunder; (b) at the time of delivery, all rights, title, and interest in the ProductsProduct required to be delivered hereunder are free and clear of all liens, taxes, claims, security interests, or other encumbrances of any kind whatsoever; (c) Seller shall not substitute or purchase any ProductsProduct from any generating resource other than the Resources in the Resource Pools hereunder; and (d) the facility(s) designated by Seller as the Resources in the Resource Pools and all electrical output from the facility(s) designated as the Resources in the Resource Pools are, or will be, by the first date of the Delivery Period, registered with WREGIS as RPS-eligible.
ARTICLE 8
TERMINATION AND CALCULATION OF TERMINATION PAYMENT
In the event this Transaction becomes a Terminated Transaction pursuant to Section 5.2 of the Master Agreement, then the Settlement Amount with respect to this Transaction shall not be calculated in accordance with the Master Agreement, but instead shall be calculated as follows:
The Non-Defaulting Party shall determine its Gains and Losses by determining the Market Quotation Average Price for the Terminated Transaction. In the event the Non-Defaulting Party AI #07_Att: PG&E Proposed Pro Forma Contract
7 is not able, after commercially reasonable efforts, to obtain the Market Quotation Average Price with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for the Terminated Transaction in a commercially reasonable manner by calculating the arithmetic mean of the quotes of at least three (3) Broker or Index Quotes based on the offers to sell or bids to buy, as applicable, obtained for transactions substantially similar to the Terminated Transaction. Such Broker or Index Quotes must be obtained assuming that the Party obtaining the quote will provide sufficient credit support for the proposed transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts to obtain at least three (3) such Broker or Index Quotes with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by reference to information supplied to it by one or more third parties 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.
Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information; provided, however, that such third parties shall not be Affiliates of either Party. Only in the event the Non-Defaulting Party is not able, after using commercially reasonable efforts, to obtain such third-party information, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner using relevant market data it has available to it internally. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Transaction, the Settlement Amount for this Transaction will be zero.
ARTICLE 9
GENERAL PROVISIONS
9.1 Buyer Audit Rights. In addition to any audit rights provided under the Master Agreement, Seller shall, upon the Confirmation Effective Date and continuing until the end of the Delivery Period, provide documentation (which may include, for example, WREGIS reports) sufficient to demonstrate that the Products haveProduct has been conveyed and delivered to Buyer.
9.2 Governing Law.
(a) Notwithstanding any provision to the contrary in the Master Agreement, the Governing Law applicable to this Agreement shall be as set forth herein. This Section 9.2 does not change the Governing Law applicable to any other confirmation or transaction entered into between the Parties under the Master Agreement. (b) 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.
AI #07_Att: PG&E Proposed Pro Forma Contract
8 ACKNOWLEDGED AND AGREED TO:
Buyer, or Party A:
[NAME, place of formation, and type of
entity]
Sign:
Print:
Title:
Date:
Seller, or Party B:
PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation
Sign:
Print:
Title:
Date:
AI #07_Att: PG&E Proposed Pro Forma Contract
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APPENDIX A
DEFINED TERMS
Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“Allocation Share” means Buyer’s most recent PCIA-vintaged share of RPS Energy, as determined by Seller, through Seller’s load forecasting processes to establish energy procurement revenue requirements for rate-setting purposes, within Energy Resource Recovery Account and/or Resource Adequacy proceedings, or successor proceedings. As of the Confirmation Effective Date, Buyer’s Allocation Share is listed in Appendix E. “Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Product, or the terms of the Agreement.
“Annual Cash Settlement Amount” has the meaning set forth in Section 5.3. “Balancing Authority” has the meaning set forth in the Tariff. “Business Day” means all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed, and shall be between the hours of 8:00 a.m. and 5:00 p.m. Pacific Prevailing Time for the relevant Party’s principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom written communications or payment or delivery is being sent and by whom written communications or payment or delivery is to be received. “Buyer” means Party A.
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“Confirmation Effective Date” means the date in which the Confirmation is fully executed by both Parties.
“CPUC” means the California Public Utilities Commission. “California Renewables Portfolio Standard” or “RPS” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub. Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-025, D.11-12-020, D.11-12-052, D.12-06-038 and D.14-12-023, and as may be modified AI #07_Att: PG&E Proposed Pro Forma Contract
A-2
by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“CEC” means the California Energy Commission.
“CPUC” means the California Public Utilities Commission. “Customer Programs” means Green Tariff Shared Renewables (GTSR) and Disadvantaged Communities (DAC) programs.
“Disadvantaged Communities” or “DAC” means the DAC-Green Tariff program, as set forth in CPUC Decision 18-06-027, as such decision may be amended from time to time or as further defined or supplemented by any law, rule, regulation, or other legal or regulatory determination by a court or Governmental Authority.
“Delivery Period” has the meaning set forth in Section 3.3. “Delivery Point” has the meaning set forth in Section 3.2. “Energy” means electrical energy, measured in MWh.
“Energy Resource Recovery Account” means the balancing account where utilities, including Seller, record and track energy procurement costs, as described in CPUC Decision D.02- 10-062 and subsequent CPUC decisions addressing Energy Resource Recovery Account issues, as those obligations may be altered from time to time.
“FERC” means the Federal Energy Regulatory Commission.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Resource, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (a) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) 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 ; (c) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state Law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local Law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Electric Energy. Green Attributes do not include (i) any Electric Energy, capacity, reliability or other power attributes from the Resource, (ii) production tax credits associated with the construction or operation of the Resource and other financial incentives in the form of credits, reductions, or AI #07_Att: PG&E Proposed Pro Forma Contract
A-3
allowances associated with the Resource 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 Resource for compliance with local, state, or federal operating and/or air quality permits. If the Resource is a biomass or biogas 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 Resource. “Green Tariff Shared Renewables” or “GTSR” means the Green Tariff Shared Renewables Program implemented per Senate Bill (SB) 43 (Stats. 2013, ch. 413 (Wolk)) and CPUC Decision 15-01-051.
“Greengate Resources” means the Halkirk I Wind Project, Blackspring Ridge IA Wind Project, and Blackspring Ridge IB Wind Project (all affiliates of Greengate Power Corporation). “Governmental Authority” or “Governmental Entity” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement. “Index Price” means the Trading Hub price (as defined in the Tariff) measured in $/MWh, for each MWh of Product, and associated with the Product to the Delivery Point for each applicable hour as published by the CAISO on the CAISO website; or any successor thereto, unless a substitute publication and/or index is mutually agreed to by the Parties. “Long-Term Product” hasAllocation Election” is the meaning set forthpercentage specified in Section 1.3. 2.4.
“Long-Term Product End Date” has the meaning set forth in Section 3.3. “Long-Term Resource Pool” means Seller’s Resources in Appendix C reflecting power purchase agreements with terms that have 10 years or more remaining from the start of the Delivery Period.
“MWh” means megawatt-hour.
“Monthly Cash Settlement Amount” has the meaning set forth in Section 6.2. “Monthly Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “Monthly Short-Term Allocation Amount” has the meaning seat forth in Section 2.2. “PG&E” means the Pacific Gas and Electric Company, its successors and assigns. “PCIA” or “Power Charge Indifference Adjustment” is a charge to ensure that both PG&E customers and those who have left PG&E service to purchase electricity from other providers pay AI #07_Att: PG&E Proposed Pro Forma Contract
A-4
for the above-market costs for electric generation resources that were procured by PG&E on their behalf. “Above market” refers to expenditures for generation resources that cannot be fully recovered through sales of these resources at current market prices. “PCIA Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “PCIA Short-Term Allocation Amount” has the meaning set forth in Section 2.2. “ProductsProduct” has the meaning set forth in Section 1.1. “Renewable Energy Credits” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision 08-08-028, as may be amended from time to time or as further defined or supplemented by Law.
“Resource(s)” means generation units owned by Seller or contracted by Seller, which corresponding costs are recovered through the PCIA.
“Resource Adequacy” or “RA” means the procurement obligation of load serving entities, as such obligations are described in CPUC Decisions D.04-10-035 and D.05-10-042 and subsequent CPUC decisions addressing Resource Adequacy issues, as those obligations may be altered from time to time, and all other capacity procurement obligations established by any other entity, including the CAISO.
“Resource Pools” means the Short-Term Resource Pool (Appendix B) and Long-Term Resource Pool (Appendix C).
“RPS Energy” means the Energy generated from Resources from the applicable Resource Pool(s).
“RPS Market Price Benchmark” or “RPS MPB” means the estimated incremental value of each unit of RPS-eligible energy that is attributable to the fact of that eligibility, in $/MWh, as defined in CPUC D.19-10-001 or subsequent CPUC Decisions defining calculations of the RPS MPB for PCIA purposes.
“Scheduling Coordinator (SC)” means an entity certified by the CAISO to perform the functions as described in the Tariff.
“Seller” means Party B.
“Short-Term Product” hasA Allocation Election” is the meaning set forthpercentage specified Section 2.4.
“Short-Term B Allocation Election” is the percentage specified in Section 1.2.4. “Short-Term Resource Pool” means Seller’s Resources in Appendix B reflecting power purchase agreements with terms that have less than 10 years remaining from the start of the Delivery Period.
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“Tariff” means the FERC-approved California Independent System Operator Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” as may be amended, supplemented or replaced from time to time. “Third Party Sale” has the meaning set forth in Section 2.6. “Total Allocation Amount” has the meaning set forth in Section 2.1. “Total Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “Total Short-Term Allocation Amount” has the meaning set forth in Section 2.2. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate” 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.
AI #07_Att: PG&E Proposed Pro Forma Contract
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APPENDIX B
LIST OF RESOURCES IN SHORT-TERM RESOURCE POOL
Resource Name Technology CEC RPS ID PCIA
Vintage
End Date
Olsen Power Partners Small Hydro 60175 Non-Vintaged 12/31/2026 El Nido Biomass Facility Biomass 60473 2005 2/8/2031
Chowchilla Biomass Facility Biomass 60471 2005 2/8/2031 Klondike Wind Power III Project Wind 60602 2007 3/31/2023 CalRenew-1 Solar PV 60475 2015 4/29/2030
Shiloh II Wind Project Wind 60639 2007 1/31/2029
Rattlesnake Road Wind Power
Project Wind 60553 2008 1/4/2024
Hatchet Ridge Wind 60741 2008 12/13/2025
CM10 Solar PV 60713 2008 12/31/2028
CM48 Solar PV 60786 2009 1/31/2031
Mt. Poso Biomass 60695 2009 2/20/2027
Vantage Wind Energy Center Wind 60712 2009 10/3/2025
Big Creek Waterworks Small Hydro 60900 2009 6/22/2030
Norman Ross Burgess - Three Forks
Water Power Project Small Hydro 60502 2010 10/31/2031
Avenal Park Solar PV 60912 2009 8/4/2031
Sun City Project Solar PV 60913 2009 8/4/2031
Sand Drag Solar PV 60914 2009 8/4/2031
Halkirk I Wind Project Wind 60989 2010 12/18/2032
Coram Brodie Wind 60973 2010 6/5/2032
Shiloh III Wind Project Wind 61069 2010 3/8/2032
Wind Resource II Wind 61468 2012 9/30/2023
ABEC Bidart-Old River Digester Gas 62369 2012 3/9/2029
ABEC Bidart-Stockdale Digester Gas 60886 2012 9/11/2023 Diablo Winds Wind 60030 2013 6/30/2031
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APPENDIX C
LIST OF RESOURCES IN LONG-TERM RESOURCE POOL
Resource Name Technology CEC RPS ID PCIA
Vintage
End Date
Montezuma Wind Energy
Center Wind 60543 2010 1/27/2036
High Plains Ranch II Solar PV 60603 2008 10/30/2038
Topaz Solar Farm Solar PV 61698 2008 10/26/2039
Ivanpah Unit 1 Solar Thermal 62273 2009 1/20/2039
Ivanpah Unit 3 Solar Thermal 62275 2009 1/26/2039
AV Solar Ranch One Solar PV 60790 2009 11/20/2039
Alpine Solar Project Solar PV 60755 2010 1/17/2033
Agua Caliente Solar Project Solar PV 60894 2009 6/22/2039 High Plains Ranch III Solar PV 60603 2010 9/30/2038
Mojave Solar Project Solar Thermal 60848 2009 12/3/2039 Genesis Solar Energy Project Solar Thermal 60605 2009 3/6/2039 DTE Stockton Biomass 60964 2009 2/20/2039
Alpaugh 50 Solar PV 60945 2010 3/7/2038
Alpaugh North Solar PV 60946 2010 3/7/2038
Atwell Island Solar PV 60947 2010 3/11/2038
Corcoran Solar PV 60948 2010 8/14/2038
White River Solar PV 60949 2010 6/26/2038
Sunshine Landfill Landfill Gas 60815 2010 8/31/2034
Potrero Hills Landfill Landfill Gas 63116 2010 4/12/2041 Blackspring Ridge IA Wind 60987 2010 5/11/2034
Blackspring Ridge IB Wind 60988 2010 5/11/2034
Desert Center Solar Farm Solar PV 61068 2010 12/16/2039 Mesquite Solar 1 Solar PV 60875 2010 3/7/2033
North Star Solar Solar PV 61198 2010 6/18/2035
Vasco Wind Energy Center Wind 61344 2010 3/12/2037
Montezuma II Wind Energy
Center Wind 61345 2010 3/13/2037
Kansas South Solar PV 61264 2011 6/24/2033
Westlands Solar Farms Solar PV 61755 2011 4/30/2034
Orion Solar Solar PV 61570 2011 6/25/2034
North Sky River Energy
Center Wind 61385 2011 12/20/2037
Copper Mountain Solar 2 Solar PV 60990 2011 5/12/2040
Shiloh IV Wind Project Wind 61617 2011 1/27/2038
Mammoth G3 Geothermal 60315 2012 3/31/2033
West Antelope Solar PV 61850 2012 2/8/2035
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C-2
Western Antelope Blue Sky
Ranch A Solar PV 61517 2012 2/16/2035
Nevada Irrigation District
(NID) - Dutch Flat / Rollins /
Bowman Small Hydro
60264 / 60265 /
60171 2012 6/30/2033
SPI Biomass Portfolio –
Anderson 2 / Burney / Lincoln
/ Sonora / Quincy Biomass
61146 / 60087 /
60088 / 60576 /
60089 2012 9/8/2035
Kansas Solar PV 61263 2012 12/31/2037
Lost Hills Solar Solar PV 61893 2012 12/31/2043
Cuyama Solar Array Solar PV 61891 2012 12/31/2043
Blackwell Solar Solar PV 61892 2012 12/31/2043
Henrietta Solar Solar PV 61841 2012 9/30/2036
Kent South Solar PV 61262 2012 2/18/2035
Algonquin SKIC 20 Solar Solar PV 61558 2012 5/14/2035
White River Solar 2 Solar PV 62045 2012 10/1/2034
Mammoth G1 Geothermal 60306 2012 12/25/2033
Alamo Solar, LLC Solar PV 61453 2012 6/29/2035
CID Solar PV Project Solar PV 62285 2012 3/19/2035
Old River One Solar PV 60853 2013 2/8/2035
Shafter Solar Solar PV 62325 2013 7/15/2035
Rising Tree Wind Farm II Wind 62426 2013 8/6/2035
Kekawaka Creek
Hydroelectric Facility Small Hydro 60186 2013 5/31/2035 RE Astoria Solar PV 62284 2013 1/2/2034
Midway Solar Farm I Solar PV 61295 2013 5/31/2040
California Flats Solar Project Solar PV 62552 2013 4/9/2034 Portal Ridge Solar C Project Solar PV 61684 2014 4/20/2037 Sunray 2 Solar PV 62694 2014 8/24/2037
Bayshore Solar A Solar PV 63133 2015 1/22/2038
Bayshore Solar B Solar PV 63134 2015 1/22/2038
Bayshore Solar C Solar PV 63135 2015 1/22/2038
Java Solar Solar PV 63137 2016 12/31/2039
RE Gaskell West 3 Solar PV 63619 2017 1/14/2038
RE Gaskell West 4 Solar PV 63617 2017 1/14/2038
RE Gaskell West 5 Solar PV 63618 2017 1/14/2038
PGE Alta Small Hydro 60033 Pre-2002 N/A
PGE Centerville Small Hydro 60034 Pre-2002 N/A
PGE Coleman Small Hydro 60037 Pre-2002 N/A
PGE Cow Creek Small Hydro 60038 Pre-2002 N/A
PGE Crane Valley Small Hydro 60039 Pre-2002 N/A
PGE Deer Creek Small Hydro 60040 Pre-2002 N/A
PGE De Sabla Small Hydro 60041 Pre-2002 N/A
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PGE Dutch Flat 1 Small Hydro 60042 Pre
-2002 N/A
PGE Halsey Small Hydro 60043 Pre
-2002 N/A
PGE Hamilton Branch Small Hydro 60044 Pre
-2002 N/A
PGE Hat 1 Small Hydro 60045 Pre
-2002 N/A
PGE Hat 2 Small Hydro 60046 Pre
-2002 N/A
PGE Inskip Small Hydro 60047 Pre
-2002 N/A
PGE Kerckhoff 1 Small Hydro 62360 Pre
-2002 N/A
PGE Kilarc Small Hydro 60049 Pre
-2002 N/A
PGE Lime Saddle Small Hydro 60050 Pre
-2002 N/A
PGE Newcastle Small Hydro 60053 Pre
-2002 N/A
PGE Oak Flat Small Hydro 60276 Pre
-2002 N/A
PGE Phoenix Small Hydro 60054 Pre
-2002 N/A
PGE Potter Valley Small Hydro 60055 Pre
-2002 N/A
PGE Five Points Solar PV 61432 2010 N/A
PGE Stroud Solar PV 61434 2010 N/A
PGE Westside Solar PV 61433 2010 N/A
PGE Cantua Solar PV 61823 2011 N/A
PGE Giffen Solar PV 61822 2011 N/A
PGE Huron Solar PV 61821 2011 N/A
PGE Gates Solar PV 62353 2012 N/A
PGE Guernsey Solar PV 62354 2012 N/A
PGE West Gates Solar PV 62352 2012 N/A
PGE Rock Creek RPS Small Hydro 62269 Pre
-2002 N/A
PGE San Joaquin 1A Small Hydro 60056 Pre
-2002 N/A
PGE San Joaquin 2 Small Hydro 60057 Pre
-2002 N/A
PGE San Joaquin 3 Small Hydro 60058 Pre
-2002 N/A
PGE South Small Hydro 60059 Pre
-2002 N/A
PGE Spaulding 1 Small Hydro 60060 Pre
-2002 N/A
PGE Spaulding 2 Small Hydro 60061 Pre
-2002 N/A
PGE Spaulding 3 Small Hydro 60062 Pre
-2002 N/A
PGE Spring Gap Small Hydro 60063 Pre
-2002 N/A
PGE Toadtown Small Hydro 60064 Pre
-2002 N/A
PGE Tule River Small Hydro 60065 Pre
-2002 N/A
Vaca-Dixon Solar (PG&E) Solar PV 60966 2010 N/A
PGE Volta 1 Small Hydro 60066 Pre
-2002 N/A
PGE Volta 2 Small Hydro 60067 Pre
-2002 N/A
PGE West Point Small Hydro 60068 Pre
-2002 N/A
PGE Wise 1 Small Hydro 60069 Pre
-2002 N/A
PGE Wise 2 Small Hydro 60070 Pre
-2002 N/A
PGE A.G.Wishon Small Hydro 60032 Pre
-2002 N/A
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APPENDIX D
LIST OF PCIA-ELIGIBLE RESOURCES IN TEMPORARY RESOURCE POOLS Resource Name Resource
Pool
Technology CEC RPS
ID
PCIA
Vintage
End Date
Shafter Solar GTSR Solar PV 62325 2013 7/15/2035
Columbia Solar Energy GTSR Solar PV 62051 2012 12/13/2035 Morelos del Sol GTSR Solar PV 62272 2013 2/29/2036
Woodmere Solar Farm
GTSR,
DAC Solar PV 62429 2013 2/24/2036
CED Corcoran Solar 3 GTSR Solar PV 62783 2015 11/30/2036 CED Oro Loma Solar
Project A
GTSR
Solar PV 62841 2014 2/23/2037
Avenal Solar Project A GTSR Solar PV 62840 2014 3/9/2037 CED Oro Loma Solar
Project B
GTSR
Solar PV 62841 2014 3/9/2037
Avenal Solar Project B GTSR Solar PV 62840 2014 3/9/2037 Westside Solar GTSR Solar PV 61185 2015 5/1/2037
Aspiration Solar G GTSR Solar PV 61486 2015 10/26/2037
Summer Wheat
GTSR,
DAC Solar PV 61837 2015 12/9/2038
White River Solar 2 GTSR Solar PV 62045 2012 10/1/2034
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E-1
APPENDIX E
BUYER’S ALLOCATION SHARE
PCIA
Vintage
Buyer’s
Allocation
Share (%)
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
AI #07_Att: PG&E Proposed Pro Forma Contract
PG&E Gas and Electric
Advice Submittal List
General Order 96-B, Section IV
Pioneer Community Energy
Public Advocates Office
Redwood Coast Energy Authority
Regulatory & Cogeneration Service, Inc.
SCD Energy Solutions
San Diego Gas & Electric Company
SPURR
San Francisco Water Power and Sewer
Sempra Utilities
Sierra Telephone Company, Inc.
Southern California Edison Company
Southern California Gas Company
Spark Energy
Sun Light & Power
Sunshine Design
Tecogen, Inc.
TerraVerde Renewable Partners
Tiger Natural Gas, Inc.
TransCanada
Utility Cost Management
Utility Power Solutions
Uplight
Water and Energy Consulting Wellhead
Electric Company
Western Manufactured Housing
Communities Association (WMA)
Yep Energy
AT&T
Albion Power Company
Alta Power Group, LLC
Anderson & Poole
Atlas ReFuel
BART
Barkovich & Yap, Inc.
Braun Blaising Smith Wynne, P.C.
California Cotton Ginners & Growers Assn
California Energy Commission
California Hub for Energy Efficiency
Financing
California Alternative Energy and
Advanced Transportation Financing
Authority
California Public Utilities Commission
Calpine
Cameron-Daniel, P.C.
Casner, Steve
Center for Biological Diversity
Chevron Pipeline and Power
City of Palo Alto
City of San Jose
Clean Power Research
Coast Economic Consulting
Commercial Energy
Crossborder Energy
Crown Road Energy, LLC
Davis Wright Tremaine LLP
Day Carter Murphy
Dept of General Services
Don Pickett & Associates, Inc.
Douglass & Liddell
East Bay Community Energy Ellison
Schneider & Harris LLP
Engineers and Scientists of California
GenOn Energy, Inc.
Goodin, MacBride, Squeri, Schlotz &
Ritchie
Green Power Institute
Hanna & Morton
ICF
International Power Technology
Intertie
Intestate Gas Services, Inc.
Kelly Group
Ken Bohn Consulting
Keyes & Fox LLP
Leviton Manufacturing Co., Inc.
Los Angeles County Integrated
Waste Management Task Force
MRW & Associates
Manatt Phelps Phillips
Marin Energy Authority
McClintock IP
McKenzie & Associates
Modesto Irrigation District
NLine Energy, Inc.
NRG Solar
OnGrid Solar
Pacific Gas and Electric Company
Peninsula Clean Energy
AI #07_Att: PG&E Proposed Pro Forma Contract
Open Season 2022
Technical Committee - May 5, 2022
1 What is Open Season?
MCE’s annual solicitation for large-scale
renewable energy projects
2 Purpose
To deliver one or more contracts that will:
• Fill open positions in MCE’s portfolio
• Fulfill internal goals and regulatory obligations for clean energy, resource adequacy (RA) and long-term contracts • Provide a hedge against market price volatility and
help with budget certainty
3 Benefits
Annual competitive solicitations provide:
• Market intelligence for pricing and trends
• A wide variety of project types, sizes and locations
• An opportunity to secure the best deal
4 Products
Renewable Portfolio Content Category 1(PCC1)
• New build, repowered or existing resources
• Long term contracts (≥10 Years)
• Preference for in-state projects
Firm Block Energy
• Clean energy delivered in specific hours
• No deliveries between 9AM and 4PM
5 Resource Targets
• Wind and Geothermal
• Volume: 300,000 to 500,000 MWhs/year
(Equivalent to annual energy usage of 50,000 – 80,000 homes) • Number of projects: 1 to 3
• Online date: No later than 2026
• Generation shape: complimentary to existing portfolio 6 Strategy
Why target wind, geothermal and firm block energy?
7 • Helps fill open positions during
important hours
• Incremental contribution towards
matching load with renewable
generation
• Hedge against expensive hours
Snapshot of 2030 Load & Generation Portfolio
Load Current Generation Portfolio
900 ~ --------------------------------------~
800 ------------------------------------------------ ---------- --------- 700
600
.r: 500
3:
:i: 400
300
200
100
Hours
Typical Generation Profile
8 0
0.1 0.2
0.3 0.4
0.5 0.6
0.7 0.8
0.9 1
MWh
Hours
Resource Type Profiles
Solar Wind Geo
------------------------------------------------------------------------------------------------------- MCE Load and Resource Visualizer
9 0
100
200
300
400
500
600
700
800
900
MWh
Hours
Effect of Adding Resources from Open Season 2021
Load Generation Portfolio Current Portfolio New Projects Generation portfolio
following the addition
of new projects
MCE Load and Resource Visualizer
10 0
100
200
300
400
500
600
700
800
900
MWh
Hours
Recommendations for Open Season 2022
Load Generation Portfolio New Projects Future Portfolio ---------- . -. -. -. -. -. -. ~-~-_,,-... -.--... .-~-. -. -. -. -. -. -. -. -· _____ - Outreach
• MCE website
• Distribution list to 100+ developers
• Announcement/Press Release
• Trade organizations
• Trade publications
• Social media: Linked-In / Facebook / Twitter
11 Evaluation
• Generation profile
• Price
• Project viability
• Location
• Capacity & energy value
• Counterparty
12 Draft Schedule
• April: Solicitation launch
• May: Bids due
• June: Evaluate, rank & short list
• August:
• Ad Hoc Committee presentation / Announce short list
• Interviews / Final vetting
• Contract negotiations / Internal review
• September: Tech Comm presentation / Contract execution 13 Thank You
David Potovsky
Principal Power Procurement Manager
[email protected]
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