Agenda packet — Silicon Valley Clean Energy Board of Directors, April 13, 2022 (part 2 of 2)

Staff Report – Item 3
Item 3: Approve Plan to Conduct the May 2022 Board of Directors Meeting as a Hybrid Meeting
From: Girish Balachandran, CEO
Prepared by: Kevin Armstrong, Administrative Services Manager Date: 4/13/2022

RECOMMENDATION
Staff requests the Board approve the recommendation to conduct the May 11, 2022 Board of Directors Meeting as a Hybrid Meeting, with the option to attend in-person at Cupertino Community Hall, or remote via Zoom.

BACKGROUND
Pursuant to Government Code Section 54953(b)(3) legislative bodies may meet by “teleconference” only if the agenda lists each location a member remotely accesses a meeting from, the agenda is posted at all remote locations, and the public may access any of the remote locations. Additionally, a quorum of the legislative body must be within the legislative body’s jurisdiction.

Due to the COVID-19 pandemic, the Governor issued Executive Order N-29-20, suspending certain sections of the Brown Act. Pursuant to the Executive Order, legislative bodies no longer needed to list the location of each remote attendee, post agendas at each remote location, or allow the public to access each location. Further, a quorum of the legislative body does not need to be within the legislative body’s jurisdiction. After several extensions, Executive Order N-29-20 expired on September 30, 2021.

On September 16, 2021 Governor Newsom signed AB 361, new legislation that amends the Brown Act to allow local agencies to meet remotely during Governor declared emergencies under certain conditions. AB 361 authorizes local agencies to continue meeting remotely without following the Brown Act’s standard teleconferencing provisions if the meeting is held during a state of emergency proclaimed by the Governor and either of the following applies: (1) state or local officials have imposed or recommended measures to promote social distancing; or (2) the agency has already determined or is determining whether, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.

ANALYSIS & DISCUSSION
Staff continues to monitor the situation with both the Governor’s office and the Legislature as well as with the City of Cupertino, the longstanding host location of in-person SVCE Board of Directors meetings prior to COVID-19. The City of Cupertino has been closed for in-person public meetings during the omicron-variant surge, while Santa Clara County’s facial covering requirement has been in place. With the recent recission of that facial covering requirement, Cupertino Community Hall is re-opening for in-person meetings starting in April.

Staff has been in communication with Cupertino staff and has an appointment scheduled during the first week of April to conduct a dry run of a hybrid meeting, in preparation for staff and Board members attending in person, while still providing the option of remote access to all attendees.

As the current allowance for remote meetings under AB361 relies on the continued declaration of a state of emergency, SVCE staff has begun to prepare for the possibility that the state of emergency is lifted, and the Brown Act’s standard teleconferencing and notification provisions return to force. These include the Item 3
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Agenda Item: 3 Agenda Date: 4/13/2022

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requirement that remote locations be noticed, and that they be accessible and open to the public for full participation.

The state legislature is currently considering a bill (AB 1944) that would make relaxed noticing and attendance requirements permanent, once the bill is signed by the Governor and takes effect (either immediately, if urgent, or January 1, 2023, if non-urgent).

Should the state of emergency be rescinded before any permanent legislation takes effect, SVCE staff recommends that Board Members who wish to continue participating remotely do so from an accessible public location, such as the city hall or a community center operated by their member agency. To facilitate such participation, SVCE proposes reimbursing member agencies for any fees or staff time incurred in hosting Board members during their participation in SVCE meetings. SVCE staff envisions this mostly for evening Board meetings – for daytime Committee meetings that also fall under the Brown Act, we anticipate that finding a suitable remote location to attend from to be more feasible, and the SVCE office will also be available as needed.

SVCE will be sending out a short poll to all Directors and Alternate Directors during the latter weeks in April, to gauge interest in ongoing in-person attendance vs remote attendance, along with any location preferences.

SVCE will then reach out to any identified member agencies to work out details and logistics around Board participation from community facilities.

Beyond May, SVCE will use the results of the poll to guide meeting planning throughout the remainder of 2022 and will revisit this discussion with the Board upon any change in the state of emergency or legislation around Brown Act meetings.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
The May 2022 Board of Directors meeting could be held fully remotely, with hybrid meetings resuming at a future time.

FISCAL IMPACT
There is a de minimus fiscal impact as a result of reimbursing member agencies for fees and staff time associated with hosting Board members for remote meetings.

ATTACHMENTS
The presentation for this item is posted to the SVCE website.

Item 3

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Staff Report – Item 4
Item 4: Clean Energy Procurement Informational Update
From: Girish Balachandran, CEO
Prepared by: Monica Padilla, Director of Power Resources Date: 4/13/2022
SVCE staff will provide an update on the state of SVCE’s clean energy portfolio and upcoming procurement needs and efforts. No action requested of the Board.

ATTACHMENTS
The presentation for this item is posted to the SVCE website.

Item 4
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Appendix A
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Silicon Valley Clean Energy
Board of Directors Meeting

Appendix A
Power Resource Contracts Executed by CEO
April 13, 2022
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 1 IMPORT CAPABILITY TRANSFER

CONFIRMATION LETTER

BETWEEN

CENTRAL COAST COMMUNITY ENERGY
AND

SILICON VALLEY CLEAN ENERGY AUTHORITY
This confirmation letter including all appendices hereto (“Confirmation”) confirms the transaction between Central Coast Community Energy, a California joint powers authority (“Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”), each individually a “Party” and together the “Parties”, dated as of February 17, 2022 (the “Confirmation Effective Date”) in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in this Confirmation, in the amounts described in this Confirmation (the “Transaction”).

This Confirmation is governed by the terms and conditions of the WSPP Agreement effective as of August 12, 2021, along with any schedules and amendments thereto (collectively, the “Master Agreement”). The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement.” If there is any conflict between the terms set forth in this Confirmation and the Master Agreement, the terms set forth in this Confirmation shall govern. Capitalized terms not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or the Tariff (defined herein below).

ARTICLE 1

TRANSACTION

1.1 Product
Seller shall sell and transfer to Buyer, and Buyer shall purchase and receive from Seller, the Remaining Import Capability (the “Product”), at the Delivery Point in the amount of the Contract Quantity at the Contract Price for the Delivery Period.

1.2 Delivery Period and Term
(a)
(b) Term. The Term of this Transaction shall commence upon the Confirmation Effective Date and shall continue until the later of (i) the expiration of the Delivery Period or (ii) the date that the Parties’ obligations under this Confirmation have been satisfied. This Confirmation shall be effective and binding as of the Confirmation Effective Date.

Appendix A 3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 2 1.3 Contract Quantity, Contract Price, and Delivery Point For the Delivery Period, Seller shall transfer the Product to Buyer in the amount as follows (the “Contract Quantity”), at the Contract Price, and for the following Delivery Point as specified in the Contract Quantity Table below:

ARTICLE 2

DELIVERY OBLIGATIONS

2.1 Delivery
Within three (3) Business Days from the Confirmation Effective Date, Seller shall transfer the Product to Buyer by registering the transfer with CAISO as a Bilateral Import Capability Transfer in the amount of the Contract Quantity for the applicable Contract Month, and completing any other action or documentation required by the CAISO to effect such transfer (the “Registration”).

2.2 Buyer’s Re-Sale of Product
Buyer may re-sell all or a portion of the Product acquired under this Confirmation.

ARTICLE 3

PAYMENT

3.1 One-Time Payment
Buyer shall make a One-Time Payment to Seller for the Product in accordance with Section 9 of the Master Agreement.

The One-Time Payment is calculated as follows:

One-Time Payment = ∑n (Ai × Bi × 1,000)
𝑖
where:

A = Contract Price (in $/kW-month) for Contract Month i B = Contract Quantity (in MW) transferred by Seller for Contract Month i i = Each Contract Month
n = number of Contract Months
The One-Time Payment calculation shall be rounded to two decimal places.

Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 3 3.2 Offset Rights
Either Party may offset any amounts owing to it for revenues, penalties, fines, costs reimbursement, or other payments pursuant to Section 9 of the Master Agreement against any future amounts it may owe to the other Party.

ARTICLE 4

CONFIDENTIALITY
Notwithstanding Section 30 of the Master Agreement, the Parties agree that:
(a) This Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.);
(b) both Parties may disclose the terms of this Confirmation to the CAISO to effectuate Seller’s performance and the transfer of the Product and the Parties acknowledge that the CAISO may publicly disclose the transfer of the Product from Seller to Buyer in accordance with the CAISO Tariff promptly following Seller’s performance; and
(c) in the event Buyer resells all or any portion of the Product, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction, other than the Contract Price; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Authority or the CAISO to further disclose such information.

ARTICLE 5

COLLATERAL REQUIREMENTS
Notwithstanding any provision in the WSPP Agreement to the contrary, neither Party shall be required to post collateral or other security for this Transaction.

ARTICLE 6

GENERAL PROVISIONS

6.1 Governing Law
Section 24 of the WSPP Agreement is deleted and replaced with the following: “This WSPP Agreement and any Confirmation shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.” Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 4 6.2 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

6.3 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire Agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Confirmation may be entered into only by a Documentary Writing executed by both Parties, and no amendment or modification to this Confirmation shall be enforceable except through a Documentary Writing executed by both Parties.

6.4 No Recourse to Members
The Parties are each organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and are each a public entity separate from their constituent members. Each Party will solely be responsible for all of its debts, obligations and liabilities accruing and arising out of this Confirmation. Each Party agrees that it shall have no rights and shall not make any claims, take any actions or assert any remedies against any of the other Party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of the other Party or the other Party’s constituent members, in connection with this Confirmation..

Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 Acknowledged and agreed to as of the Confirmation Effective Date.

CENTRAL COAST COMMUNITY
ENERGY, a California joint powers
authority

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
By:

Name: Tom Habashi
By:

Name: Girish Balachandran
Title: Chief Executive Officer Title: CEO
Approved as to form:

By:

Name: Brian Kimball
Title: General Counsel
Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 Appendix A - 1

APPENDIX A

DEFINED TERMS
“Agreement” has the meaning set forth in the introductory paragraph of this Confirmation. “Bilateral Import Capability Transfer” is the transfer of Remaining Import Capability from one Market Participant (as defined in the CAISO Tariff) to another, as described in the CAISO Tariff. “Branch Group” means the branch group name used by the CAISO to represent the location of an Intertie with a Maximum Import Capability.
“Buyer” has the meaning set forth in the introductory paragraph of this Confirmation and shall have the same meaning as “Purchaser” under the Master Agreement. “CAISO” means the California Independent System Operator Corporation, or any successor entity performing the same functions.
“CAISO Tariff” means the California Independent System Operator Corporation Tariff, Business Practice Manuals (BPMs), Operating Agreements, and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time to time and approved by FERC, if applicable.
“Confirmation” has the meaning set forth in the introductory paragraph of this Confirmation. “Confirmation Effective Date” has the meaning set forth in the introductory paragraph of this Confirmation.
“Contract Month” meansthe month during the Delivery Period asset forth in the Contract Quantity Table in Section 1.3.
“Contract Price” has the meaning set forth in the Contract Quantity Table in Section 1.3. “Contract Quantity” has the meaning set forth in the Contract Quantity Table in Section 1.3. “CPUC” means the California Public Utilities Commission. “Delivery Period” has the meaning set forth in Section 1.2(a). “Delivery Point” has the meaning set forth in the Contract Quantity Table in Section 1.3. “Governmental Authority” means any: (a) federal, state, local, municipal or other government; (b) governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and (c) court or governmental tribunal. “Intertie” has the meaning set forth in the CAISO Tariff. “Master Agreement” has the meaning set forth in the introductory paragraph of this Confirmation.

Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 Appendix A - 2
“Maximum Import Capability” has the meaning set forth in the CAISO Tariff. “MW” means megawatt (or 1,000 kilowatts) of alternating current electric energy generating capacity.
“One-Time Payment” has the meaning set forth in Section 3.1. “Product” has the meaning set forth in Section 1.1.
“Registration” has the meaning set forth in Section 2. 1. “Remaining Import Capability” has the meaning set forth in the CAISO Tariff. “SC” has the meaning set forth in the CAISO Tariff.
“Seller” has the meaning set forth in the introductory paragraph of this Confirmation. “Tariff” means the tariff and protocol provisions of the CAISO, as amended or supplemented from time to time.
“Term” has the meaning set forth in Section 1.2(b).
“WSPP Agreement” is defined in the introductory paragraph hereof.

Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 1 IMPORT CAPABILITY TRANSFER

CONFIRMATION LETTER

BETWEEN

SILICON VALLEY CLEAN ENERGY AUTHORITY
AND

CENTRAL COAST COMMUNITY ENERGY
This confirmation letter including all appendices hereto (“Confirmation”) confirms the transaction between Silicon Valley Clean Energy Authority, a California joint powers authority (“Seller”) and Central Coast Community Energy, a California joint powers authority (“Buyer”), each individually a “Party” and together the “Parties”, dated as of February 17, 2022 (the “Confirmation Effective Date”) in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in this Confirmation, in the amounts described in this Confirmation (the “Transaction”).

ARTICLE 1

TRANSACTION

Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 2 1.3 Contract Quantity, Contract Price, and Delivery Point For the Delivery Period, Seller shall transfer the Product to Buyer in the amount as follows (the “Contract Quantity”), at the Contract Price, and for the following Delivery Point as specified in the Contract Quantity Table below:

ARTICLE 2

DELIVERY OBLIGATIONS

2.2 Buyer’s Re-Sale of Product
Buyer may re-sell all or a portion of the Product acquired under this Confirmation.

ARTICLE 3

PAYMENT

3.1 One-Time Payment
Buyer shall make a One-Time Payment to Seller for the Product in accordance with Section 9 of the Master Agreement.

The One-Time Payment is calculated as follows:

One-Time Payment = ∑n (Ai × Bi × 1,000)
𝑖
where:

ARTICLE 4

ARTICLE 5

COLLATERAL REQUIREMENTS
Notwithstanding any provision in the WSPP Agreement to the contrary, neither Party shall be required to post collateral or other security for this Transaction.

ARTICLE 6

GENERAL PROVISIONS

Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 1 Acknowledged and agreed to as of the Confirmation Effective Date.

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority

CENTRAL COAST COMMUNITY
ENERGY, a California joint powers
authority
By: By:

Girish Balachandran
Name: Name: Tom Habashi
Title: CEO Title: Chief Executive Officer
Approved as to form:

By:

Name: Brian Kimball
Title: General Counsel
Appendix A 3CE
69C253114488491 ...

DocuSign DocuSign Envelope Envelope ID: 0146DFEC 3BBEC3C3--8C63 E246--410F 4AAC-8599 -ADD6-D1BFF3E508C9 -1860FC5A9740 Appendix A - 1

APPENDIX A

Appendix A
3CE
DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 1 CONFIRMATION LETTER

BETWEEN
MORGAN STANLEY CAPITAL GROUP INC.

AND

SILICON VALLEY CLEAN ENERGY AUTHORITY
This confirmation letter (“Confirmation”) confirms the Transaction between Morgan Stanley Capital Group Inc. (“Morgan Stanley” or “Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE” or “Buyer”), each individually a “Party” and together the “Parties,” dated as of March 8, 2022 (the “Confirmation Effective Date”) in which Seller agrees to provide to Buyer the right to the Product. This Transaction is governed by the EEI Master Power Purchase and Sale Agreement dated November 23, 2016, together with any and all exhibits, schedules or supplements thereto or incorporated therein by reference, each in force and effect from time to time between the Parties (collectively, the “Master Agreement”), as amended and supplemented by this Confirmation, under the following terms and conditions. The definitions and provisions contained in this Confirmation, the Master Agreement, the RA Rules (as defined herein), and in the tariffs and/or protocols of the California Independent System Operator (“CAISO”) as amended from time to time (the “CAISO Tariff” or the “Tariff”), shall apply to this Confirmation and are incorporated by reference; provided that, to the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder. Consistent with Section 2.2 of the Master Agreement, this Confirmation, together with all other transactions, confirmations and the Master Agreement, form a single integrated agreement between the Parties and are not separate contracts. This Confirmation supersedes and replaces any prior oral or written confirmation or agreement, including broker confirmations, regarding this Transaction.

ARTICLE 1
PRODUCT 1

1.1. Product 1 – Contract Price, Contract Quantity, Delivery Term and Delivery Point (a)
(b)
(c)
(d)
(e)
(f)
Appendix A
MSCG
DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 2 (g) Contract Price (Product 1): The Contract Price is an aggregation of three components, as further described in Section 1.2(c).
(h) Passage of Title: Seller represents and warrants that Seller holds the rights to the Product free and clear of all liens and encumbrances, and Seller agrees to convey and hereby conveys all such Product to Buyer free and clear of all liens and encumbrances as included in the delivery of the Product subject to the terms and conditions contained herein. As set forth in Section 10.3 of the Master Agreement, title and reporting rights to the Carbon Free Firm Energy shall pass from Seller to Buyer at the Delivery Point. (i) Transmission and Agreed Transmission Path: Under this Confirmation and pursuant to Section 10 of the WSPP Agreement, the agreed transmission path for deliveries to the Delivery Point will be from the Carbon Free Source (as listed in Exhibit A) to Big Eddy and Big Eddy to NOB (each, an “Agreed Transmission Path”).

For the purposes of Section 10 of the WSPP Agreement, “firm transmission” means Firm Transmission (as defined herein).

For the purposes of the Cap and Trade Regulations, the foregoing agreed upon transmission path shall constitute a “continuous physical transmission path” which shall provide for “direct delivery of electricity” (as such terms are defined in the Cap and Trade Regulations).
(j) Seller Delivery Obligation. Seller shall deliver Carbon Free Firm Energy in the amount of the Hourly Contract Quantity from Carbon Free Source into the CAISO on behalf of Buyer without substituting electricity from another source, as evidenced by e-Tags, or such other format acceptable to Buyer. Deliveries shall be measured for each hour that the Carbon Free Firm Energy is delivered to the CAISO but shall not exceed the lesser of corresponding amounts shown on the e-Tags or meter data from the Carbon Free Source. (k) Reporting Requirements. Seller shall provide Buyer with all necessary documentation required to support and verify that delivery requirements have been met according to the Applicable Program, including but not limited to documentation demonstrating that the Carbon Free Source meets the CARB requirements of a Specified Source Facility, the Carbon Free Firm Energy is traceable to a specific generating facility, and that the electricity source claimed has been sold once and only once to a retail consumer.

1.2. Special Conditions – Product 1
(a) Generally Accepted Utility Practice: All scheduling and tagging shall be in accordance with Generally Accepted Utility Practice.
(b) External Resource: Energy delivered pursuant to this Confirmation will not be sourced from resources internal to the CAISO Balancing Authority Area. (c)
Appendix A
MSCG
DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 3 The Capacity Fee shall be due and payable on the entire Hourly Contract Quantity of Carbon Free Firm Energy each hour (unless energy is not delivered due to an unexcused failure to deliver by Seller), not to exceed the Minimum Monthly Delivery Quantity during any calendar month. For greater certainty, the Parties hereby acknowledge and agree that Seller may deliver more than the Minimum Monthly Delivery Quantity hereunder (“Additional Monthly Quantity”) during any calendar month; provided however (A) no Capacity Fee shall be due and payable for any such Additional Monthly Quantity and (B) no Attributes Fee shall be payable for Additional Monthly Quantities in excess of 10,000 MWh. All other components of the Product 1 Contract Price shall be due and payable only on the quantity of energy delivered to the Delivery Point in each hour.

Notwithstanding and without limiting Section 4.2 of the Master Agreement, in determining the Sales Price there will be no obligation or requirement to attribute or include a value attributable to the capacity or the carbon free attributes. (d) Additional Seller Representations: Seller represents and warrants to Buyer as follows:
(i) The facilities comprising the Carbon Free Source are each external to the CAISO Balancing Authority Area;
(ii) as of the Confirmation Effective Date, the capacity supporting energy to be delivered pursuant to this Confirmation is surplus to the expected capacity requirements of the Carbon Free Source’s host balancing authority area and is not committed to another balancing authority area (i.e. no double-counting); (iii) throughout the Delivery Term, Seller will not commit the capacity necessary to support delivery of Carbon Free Firm Energy from the Carbon Free Source to a third party or other balancing authority area;
(iv) the Hourly Contract Quantity of Carbon Free Firm Energy sold to Buyer hereunder has been sold once and only once by Seller;
(v) throughout the Delivery Term, Carbon Free Firm Energy will be delivered to the Delivery Point using Firm Transmission on the last segment immediately preceding the CAISO balancing authority; and
(vi) throughout the Delivery Term, Seller’s firm energy obligation under Product 1 is and will be supported (backed) each hour by operating reserves (including required contingency reserves and sufficient balancing reserves) in the Carbon Free Source’s host balancing authority area necessary to ensure there is sufficient energy available for Seller to meet its obligation throughout the applicable operating hour.

Appendix A
MSCG
DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 4 For greater certainty, Seller’s performance (and failure to perform) hereunder is and remains subject to the terms of the Product and the Master Agreement.

ARTICLE 2
PRODUCT 2

2.1. Product 2 – Scheduling Coordinator Services
(a) Seller: Morgan Stanley Capital Group Inc.
(b) Buyer: SVCE
(c) Product 2: Scheduling Coordinator Services as described below for Carbon Free Firm Energy procured by Buyer as Product 1.

2.2. Overview
The purpose of Product 2 is for Morgan Stanley to perform the required scheduling coordinator functions for the “resource” (as such term is used by the CPUC in D. 20-06-028, the Carbon Free Firm Energy). Although D.20-06-028 required the Buyer to take responsibility for ensuring that energy associated with an import RA contract is bid into, and delivered to, the CAISO markets, the CPUC’s decision also permitted the Buyer to designate another party to act on its behalf as a scheduling coordinator to bid and deliver the energy into the CAISO markets.

Morgan Stanley is a Scheduling Coordinator recognized by CAISO pursuant to the CAISO Tariff and has the requisite experience, skill and capability to perform the scheduling obligations assumed by it in providing the Scheduling Coordinator Services (as defined below). In providing the Scheduling Coordinator Services, Morgan Stanley will perform, and assume all costs, risks and liabilities associated with performing, the scheduling responsibilities defined below for the limited purpose of submitting Bid(s) and physically scheduling and delivering Buyer’s Carbon Free Firm Energy procured as Product 1 from the Delivery Point to the Sink as required and contemplated by CPUC D.20-06-028 and the resource adequacy requirements established by CAISO pursuant to the CAISO Tariff.

2.3. Scheduling Coordinator Services
Morgan Stanley agrees to assume the scheduling functions required to schedule and deliver the Carbon Free Firm Energy purchased by Buyer as Product 1 at and from the Delivery Point to the Sink, being an Aggregated Pricing Node in the CAISO Balancing Authority Area, as set forth below (“Scheduling Coordinator Services”):

Appendix A
MSCG
DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 5 (b) Working with CAISO and Buyer to set up a Resource ID associated with Morgan Stanley’s SCID for purposes of undertaking the services in paragraph (a) above (“RA Resource ID”), which shall be set up as a CAISO system resource;
(c) Submitting a monthly and annual Supply Plan using the RA Resource ID for each month of the Delivery Term on or prior to the deadline in the CAISO Tariff; (d) Undertaking all scheduling and tagging requirements in accordance with Generally Accepted Utility Practice from the Delivery Point to the Sink, including inserting the following in each NERC E-Tag:
(i) Morgan Stanley’s Scheduling Coordinator PSE in the “physical path” at and from the Delivery Point to the Sink,
(ii) Buyer’s PSE in the “market path” at the Delivery Point, (iii) Buyer’s PSE as the last PSE in the “physical path”, (v) A CAISO Aggregated Pricing Node as the Sink; and
(e) performing such other ancillary requirements under the CAISO Tariff to give effect to the foregoing.

A sample NERC E-Tag is attached hereto as Exhibit B for informational purposes. Actual NERC E-Tags generated for deliveries hereunder may vary from the sample attached as Exhibit B due to changes in Carbon Free Source, CAISO or WECC tagging practices or otherwise as required to be consistent with Generally Accepted Utility Practice.

2.4. 2.5. Buyer’s Identifiers
Buyer’s SCID: LSVCE
Buyer’s PSE: LSVCE

2.6. Special Conditions – Product 2
(a) Resource Adequacy Plan: Buyer shall submit (or cause to be submitted) a monthly and annual Resource Adequacy Plan (“RA Plan”), as required by the CAISO Tariff, that Appendix A
MSCG
DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 6 explicitly identifies the Delivery Profile hours as the temporal constraint/limitation and such RA Plan shall otherwise match the Supply Plan submitted by Morgan Stanley. (b) CAISO Acceptance/Rejection: Morgan Stanley shall be entitled to retain any and all revenues received from (and if prices are negative, liable for all payments to) CAISO as a result of CAISO accepting the Bid(s) (including Self-Schedule(s)) submitted by Morgan Stanley. If, in any hour of the Delivery Term, CAISO rejects the Bid(s) (including Self-Schedule) submitted by Morgan Stanley in the CAISO Day Ahead Market and Real-Time Market, then
(i) if Morgan Stanley Self-Schedules or Bids in accordance with the Bidding Requirement, the Parties agree to treat such rejection by CAISO as Uncontrollable Force such that each Party shall be excused from their respective obligation to sell and deliver or purchase and receive the Carbon Free Firm Energy for that hour, and
(ii) if Morgan Stanley does not Bid in accordance with the Bidding Requirement, the Parties agree to treat such rejection by CAISO as a failure to deliver by Seller, no Capacity Fee shall be due for such hour, and, unless Seller is otherwise excused from its delivery obligations, Buyer shall be entitled to such remedies as are provided hereunder and in the Master Agreement.

ARTICLE 3

GENERAL PROVISIONS

3.1 Uncontrollable Force/Force Majeure
The Parties agree that Product 1 shall be subject to Uncontrollable Force and Product 2 shall be subject to Force Majeure. The Parties agree, for the purposes of Section 10 of the WSPP Agreement, Section 3.3 of the Master Agreement and the definition of Force Majeure, that:
(a) any limitation, interruption or curtailment on the applicable Agreed Transmission Path, at the Delivery Point or from the Delivery Point to Sink by the transmission provider pursuant to the applicable OATT or transmission service contract (including CAISO pursuant to CAISO Tariff), by or at the direction of WECC or any applicable NERC-recognized regional reliability coordinator, including for unscheduled flow mitigation, planned outage(s) and full or partial de-rate(s), whether or not known or anticipated as of the Confirmation Effective Date, will be considered Uncontrollable Force and Force Majeure, (b) a limitation, interruption or curtailment described in paragraph (a) may result in Bid(s), schedule(s) or E-Tag(s) not being submitted or created, as applicable, for one or more hours depending on the timing and circumstances of the qualifying limitation, interruption or curtailment, Generally Accepted Utility Practice and requirements and practices pursuant to CAISO Tariff,
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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 7 (c) if and to the extent any of the events or circumstances described in paragraphs (a) and (b) above prevents (i) delivery of the Hourly Contract Quantity of Carbon Free Energy from the Carbon Free Source to Sink for any hour(s) of the Delivery Term or (ii) Bid(s), schedule(s) or E-Tag(s) being submitted or created, as applicable, by Morgan Stanley for any hour(s) of the Delivery Term, subject to Section 1.2(c), Morgan Stanley and Buyer shall be relieved of their obligation to sell and deliver or purchase and receive, respectively, the Carbon Free Firm Energy at the Delivery Point for such hour(s) and Morgan Stanley shall be relieved of its SC Services obligations for such hour(s), and (d) Morgan Stanley will use commercially reasonable efforts to communicate (verbally or electronically in writing, including via eTags) any limitations, interruptions or curtailments on the Agreed Transmission Path known prior to the day-ahead pre-scheduling deadline and advise as to what quantities, if any, of Carbon Free Firm Energy Morgan Stanley is able to deliver to Buyer during the affected hours.

3.2 Monthly Reporting
The Parties acknowledge that in each month of the Delivery Term non-delivery of energy can reasonably be expected from time to time as a result of, among other things, Uncontrollable Force (e.g. transmission limitations, interruptions and/or curtailments) and CAISO rejecting Bid(s) meeting the Bid Requirement, including during conditions of oversupply and congestion. For transparency, in addition to Buyer having delivery visibility through inclusion on all NERC E-Tags, Morgan Stanley will provide a monthly report that includes a lessor of analysis showing eTags, and meter readings from the Carbon Free Source.

3.3 Electricity Importer
As a result of the provision of Scheduling Services, Morgan Stanley will be the electricity importer into California for purposes of the Cap and Trade Regulations for the Carbon Free Firm Energy delivered pursuant to this Confirmation. The Parties acknowledge that Morgan Stanley will be responsible for satisfying any Compliance Obligation (as defined in the Cap and Trade Regulations) associated with the energy that is scheduled and imported into California pursuant to this Confirmation.

3.4 Confidentiality
Notwithstanding anything to the contrary in Section 10.11 of the Master Agreement, the Parties agree that either Party may disclose a copy of this Confirmation to a Governmental Authority if required or if requested by such Governmental Authority or for the purposes set forth in Section

3.5(b), provided such Party shall redact commercial terms (e.g. Contract Price) prior to disclosure or disclose the Confirmation confidentially to the Governmental Authority unless redactions or confidential treatment is not permitted by the Governmental Authority. Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.).

3.5 RA Requirements / Change in Law
(a) The Parties acknowledge that Buyer has entered into this transaction to, among other things, use Product 1 toward meeting its RA Requirements. Buyer acknowledges that Seller makes no representation or warranty that Product 1 as procured by Buyer will be Appendix A
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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 8 eligible for or can be used or counted toward Buyer’s resource adequacy obligations pursuant to the RA Requirements.
(b) The Parties agree that either or both Parties may provide a copy of this Confirmation to the CPUC confidentially prior to the time required for Buyer’s compliance filings to obtain the CPUC’s guidance or advice as to the eligibility of Product 1 for meeting the RA Requirements, provided if Seller provides a copy it shall redact or exclude Buyer’s name. (c) It is Buyer’s sole responsibility to (i) ensure it has obtained sufficient intertie import capability at the Delivery Point such that it may use Product 1 toward its RA Requirements and (ii) determine the appropriate maximum cumulative capacity bucket(s). (d) If there is a Change in Law that (i) materially adversely changes or affects a Party’s obligations hereunder or (ii) results in Buyer being unable to use Product 1 to meet its RA Requirements, the Parties shall work in good faith to try and revise this Confirmation, which may include changes to commercial terms, to appropriately address the material adverse change or effect or permit Buyer to be able to use Product 1 toward its RA Requirements. In the event the Parties cannot reach agreement on any such amendments to this Confirmation within 30 days’ written notice from one Party following the Change in Law (“Negotiation Period”), then either Party may terminate this Confirmation within thirty (30) days after the Negotiation Period upon written notice to the other Party, which, subject to Section 3.8, shall be effective the next Business Day after such notice is received.

Any termination in accordance with this paragraph shall be without liability of either Party to the other on the termination date as a result of such termination, provided for greater certainty each Party shall remain liable for any payments arising from performance (and non-performance) up to and including the termination date. Termination of this Confirmation pursuant to this paragraph shall not result in termination (or give rise to a right of termination) of any other transactions between the Parties provided that if multiple transactions between the Parties are similarly affected by the Change in Law the terminating Party must concurrently terminate all such transactions unless the other Party otherwise agrees.

3.6 Seller Indemnification / Termination
To the extent Seller fails to fulfill its obligations under this Confirmation and such failure is not excused under the terms of either Product, this Confirmation or the Master Agreement or caused by a failure to perform by Buyer or other third party contracting directly or indirectly with Buyer, then
(a) Seller agreesto indemnify Buyer for any monetary penalties directly resulting from Seller’s nonperformance hereunder as assessed against Buyer by the CPUC pursuant to the RA Requirements, but only to the extent such penalties being assessed could not be avoided by Buyer following notice from Seller of its nonperformance; and (b) in addition to Buyer’s other remedies hereunder, if such failure meets all the criteria for a RA Termination Event, Buyer may terminate this Confirmation upon written notice to Seller, provided such notice is provided no later than two (2) Business Days after such RA Termination Event having occurred. If timely termination notice is provided to Seller, subject to Section 3.8, termination shall be effective the next Business Day after such notice is received. Any termination in accordance with this paragraph shall be without liability of either Party to the other on the termination date as a result of such termination, provided Appendix A
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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA 9 for greater certainty each Party shall remain liable for any payments arising from performance (and non-performance) up to and including the termination date. Termination of this Confirmation pursuant to this paragraph shall not result in termination (or give rise to a right of termination) of any other transactions between the Parties.

With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such monetary penalties or the impact of any Seller non-performance; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize such penalties.

3.7 Survival
To the extent this Confirmation is terminated by either Party as provided in Section 3.5 or 3.6 and Morgan Stanley, in performing its obligations hereunder, has submitted a monthly Supply Plan or has other binding obligations or commitments to CAISO that cannot be rescinded without Morgan Stanley incurring penalties or other charges, all applicable terms, conditions and provisions of this Confirmation shall survive termination until all binding obligations or commitments to CAISO as at the effective date of such termination have been fully performed, including, without limiting the generality of the foregoing, the purchase and sale of Carbon Free Firm Energy. For greater certainty, neither Party will make any further binding commitments to CAISO (e.g. no filing of monthly RA Plans or Supply Plans) after the effective date of termination.

3.8 Relationship of the Parties
The Parties are independent contractors, and will not be deemed to be partners, joint venturers or agents of each other for any purpose. Nothing contained in this Confirmation will be construed to create a partnership, joint venture, agency or other relationship that may invoke fiduciary obligations between the Parties.
[Signatures appear on the following page.]
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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA Acknowledged and agreed to as of the Confirmation Effective Date.

MORGAN STANLEY CAPITAL GROUP
INC.

Sign:

Print: Brent Masucci
Title: Vice President

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
Sign:

Print: Girish Balachandran
Title: CEO
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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA Exhibit A - 1

EXHIBIT A
Appendix A
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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA Exhibit B - 1

EXHIBIT B

SAMPLE NERC E-TAG
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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA Exhibit C - 1

EXHIBIT C

DEFINITIONS
Capitalized terms not otherwise defined herein that are defined in the CAISO Tariff shall have the meanings ascribed thereto in the CAISO Tariff.
“AAH” or “Availability Assessment Hours” means the five consecutive hour period pre-defined by CAISO pursuant to the CAISO Tariff as the Availability Assessment Hours for resources providing system resource adequacy for the applicable month of the Delivery Term. The Parties acknowledge that, as of the Confirmation Effective Date, CAISO has determined the Availability Assessment Hours for resources providing system resource adequacy for the applicable months of the Delivery Term are hour ending (“HE”) 1700 through HE 2100 (5 hours per day), Monday through Friday (5 days per week), excluding Federal Holidays.
“Applicable Program” means the Cap and Trade Regulations or the PSD Regulations. “Buyer”, as used in the Master Agreement, means Buyer.
“Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively). “CARB” means the California Air Resources Bureau of the California Environmental Protection Agency. “CAISO Tariff” means the FERC-approved electric tariff of the California Independent System Operator Corporation (“CAISO”) and any current applicable CAISO-published Operating Procedures and Business Practice Manuals, in each case as amended or supplemented from time to time. “Change in Law” means any changes, revisions, additions or clarifications to or of (i) the RA Requirements by the CPUC, or (ii) the CAISO Tariff by CAISO, including CAISO changing the five consecutive hour period for the Availability Assessment Hours for any month of the Delivery Term such that it is no longer HE 1700 through HE 2100 (5 hours per day), Monday through Friday (5 days per week), excluding Federal Holidays, in either case occurring after the Confirmation Effective Date. “CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the RA Requirements.
“Federal Holidays” means legal public holidays as set forth in 5 USC § 6103(a). “Firm Transmission” means NERC Transmission Service Reservation Priority 7-F (firm point-to-point transmission), and includes conditional firm point-to-point transmission. “Flat” means all Off-Peak and On-Peak hours (24x7).
“Generally Accepted Utility Practice” means a practice established by the Western Electricity Coordinating Council (“WECC”) or any successor regional reliability council, as such practice may be revised from time to time, or if no practice is so established, means a practice otherwise generally accepted in the WECC region.

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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA Exhibit C - 2
“Governmental Authority” means any national, state, provincial or local government, any political subdivision thereof, or any other governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, or entity with authority over a Party or the subject matter of this Agreement, and includes, without limitation, the Federal Energy Regulatory Commission (“FERC”) and California Public Utilities Commission (“CPUC”). “LMP Index” means, for any day of delivery, the day-ahead hourly Locational Marginal Price (“LMP”) at TH_NP15_GEN-APND (or any successor Aggregated Pricing Node for NP 15) (“NP 15 Trading Hub”) for the applicable hours of delivery as published by the CAISO. In the event the CAISO fails to publish the LMP for the NP 15 Trading Hub, such failure shall be addressed by the Parties in a manner consistent with the Master Agreement provisions applicable to Market Disruption Events. In the event the CAISO subsequently corrects the LMP for the NP15 Trading Hub, such correction shall be addressed by the Parties in a manner consistent with the Master Agreement provisions applicable to price corrections.

Notwithstanding any other provision of this Confirmation or the Master Agreement, the LMP Index shall not be revised as a result of a correction to the LMP for the NP 15 Trading Hub made any time after 6 months from the end of the Delivery Term.
“NERC Holiday” means any day designated as a holiday by NERC. “Off-Peak” means HE 0100 through HE 0600 and HE 2300 through HE 2400 PPT and all hours on (i) Sundays or (ii) any NERC Holiday.
“On-Peak” means HE 0700 through HE 2200 (16 hours per day) PPT, Monday through Saturday (6 days per week), excluding NERC Holidays.
“PSD Regulations” means the Power Source Disclosure Program regulations (California Code of Regulations Title 20, Division 2, Chapter 3, Article 5, Sections 1390 through 1394). “RA Requirements” means (i) the resource adequacy requirements established for CPUC jurisdictional load serving entities by the CPUC pursuant to the CPUC’s currently effective or future decisions, resolutions, or rulings related to resource adequacy as applicable to system resource adequacy and the availability, eligibility and use of imports for system resource adequacy, including CPUC Decision 20-06-028 and (ii) CPUC Decision 20-06-031 solely for the purposes of the eligibility of Product 1 for an MCC Bucket category if specified in this Confirmation.
“RA Termination Event” means, for any Availability Assessment Hour in the Delivery Term, (i) Seller fails to (x) satisfy the Bidding Requirement or (y) deliver the Carbon Free Firm Energy to the Delivery Point, and in either case such failure is not excused pursuant to the terms hereof, and (ii) such unexcused failure by Seller is likely to cause Buyer to not (or no longer) be able to count Product 1 toward its RA Requirements.
“Scheduling Coordinator” has the meaning given in the CAISO Tariff.

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DocuSign DocuSign Envelope Envelope ID: 3740AB29 1AA68DEB-9A07 -8679--4485 4AA8-94FD -B3C3-800F0DB62084 -6258F43F00FA Exhibit C - 3
“Self-Schedule” has the meaning given in the CAISO Tariff. “Sink” means the final point of delivery for the energy, which shall be a point within the CAISO Balancing Authority Area.
“Specified Source Facility” means a power source registered by an electric power entity with CARB that is intended to be claimed in an Emissions Data Report pursuant to section 95111(g)(1) of the Regulation for the Mandatory Reporting of Greenhouse Gas Emissions in the state of California.

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Silicon Valley Clean Energy Board of DirectorsApril 13, 2022

Silicon Valley Clean Energy Board of Directors
April 13, 2022