Agenda packet — Silicon Valley Clean Energy Board of Directors, June 8, 2022 (part 1 of 3)

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Pursuant to the Americans with Disabilities Act, if you need special assistance in this meeting, please contact the Clerk for the Authority at (408) 721-5301 x1005. Notification 48 hours prior to the meeting will enable the Authority to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35.105 ADA Title II).

US: +1 669-900-6833
Webinar ID: 971 2864 6713
In accordance with California Government Code Section 54953(e), in consideration of the Coronavirus (COVID-19), members of the Silicon Valley Clean Energy Board of Directors and staff have the option to participate in this meeting by teleconference.

Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

The public may provide comments on any matter listed on the Agenda. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”) please contact Board Clerk Andrea Pizano at [email protected] prior to the meeting for assistance.
rA'\ s1ucoN vALLEY ~ CLEAN ENERGY

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Consent Calendar (Action)
1a) Approve Minutes of the May 11, 2022, Board of Directors Meeting 1b) Approve Minutes of the May 9, 2022, Board of Directors Special Meeting 1c) Receive April 2022 Treasurer Report
1d) Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings
1e) Authorize the Chief Executive Officer to Execute a First Amendment to the Agreement with HBT Energy Management LLC for Power Resource Management Services Amending the Term and Not-to-Exceed Amount 1f) Adopt Resolution to Implement SVCE Generation Rate Changes Effective June 2022
1g) Authorize Funding Allocation for Community Electrification Engagement and Demonstration Programs
1h) Adopt Resolution Amending SVCE Conflict of Interest Code to Add Multiple Positions and Amend Position Titles
1i) Executive Committee Report
1j) Finance and Administration Committee Report
1k) Audit Committee Report
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Liz Gibbons, Chair
City of Campbell
George Tyson, Vice Chair
Town of Los Altos Hills
Jon Robert Willey
City of Cupertino
Zach Hilton
City of Gilroy
Neysa Fligor
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Javed Ellahie
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Tina Walia
City of Saratoga
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
1l) Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report
1m) California Community Power Report
Regular Calendar
2) CEO Report (Discussion)
3) Amendment to Board Delegated Authority to Participate in the PG&E Voluntary Allocation Market Offer (VAMO) to Allow for the Resell of Excess Allocation to One or More Other CCAs (Action)
4) Authorize the Chief Executive Officer to Execute Necessary Agreements with California Community Power and Participating Community Choice Aggregators for Renewable Resources from Ormat Nevada Inc. and Open Mountain Energy, LLC (Action)
5) SVCE Strategic Plan FY 23 Update (Discussion)
6) Results of Stress Test Analyses (Discussion)
7) Update on Digital Engagement Initiatives and Spring 2022 SVCE Electrification Awareness Survey Results (Presentation) 8) New Construction Reach Code Update (Presentation)
Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
The public may provide comments regarding the Closed Session item(s) just prior to the Board beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session

THREAT TO PUBLIC SERVICES OR FACILITIES
Consultation with: Amrit Singh, Chief Financial Officer and Director of Administrative Services, Kevin Armstrong, Deputy Director of Administrative Services, Nik Zanotto, Senior Management Analyst
Report from Closed Session
Adjourn
rA'\ s1ucoN vALLEY ~ CLEAN ENERGY
1 Resolution 2022-17
RESOLUTION NO. 2022-17

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN

ENERGY AUTHORITY COMMENDING GENERAL COUNSEL GREG STEPANICICH

FOR HIS DEDICATED SERVICE SUPPORTING THE BOARD OF DIRECTORS OF

THE AUTHORITY AND STAFF

THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY HEREBY RESOLVES AS FOLLOWS:

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCEA”) was formed on March 31, 2016, with eleven Cities and Towns and the County of Santa Clara deciding to become the initial members; and
WHEREAS, Greg Stepanicich played an important role as the first General Counsel of the Authority; and
WHEREAS, Greg Stepanicich assisted SVCEA staff in the start up of operations for SVCEA, which included preparing required filings with the Secretary of State and State Controller; and
WHEREAS, Greg Stepanicich prepared the first governing documents for the Authority; and
WHEREAS, Greg Stepanicich participated in approximately 80 SVCEA Board of Directors Meetings; and
WHEREAS, Greg Stepanicich provided assistance on legal, administrative, and operational matters for SVCEA in which has reduced community emissions by 35% from the 2015 baseline and saved customers an aggregate $77 million in on-bill savings; and WHEREAS, Greg Stepanicich supported the legal and operational matters for community funds that annually granted $100,000 to local organizations, $75,000 to nonprofits, and $70,000 in educational scholarships.

NOW, THEREFORE, the Board of Directors of SVCEA hereby commends General Counsel Greg Stepanicich and expresses its sincere appreciation for his dedicated service to Silicon Valley Clean Energy.

ADOPTED AND APPROVED this 8th day of June 2022, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Gibbons
City of Cupertino Director Willey
City of Gilroy Director Hilton
City of Los Altos Director Fligor
Draft Resolution Commending General Counsel Greg Stepanicich 2 Resolution 2022-17
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Ellahie
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:

Secretary
Draft Resolution Commending General Counsel Greg Stepanicich

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, May 11, 2022
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Pursuant to State of California Gov’t Code Section 54953 (e) the meeting was conducted via teleconference with an option for members of the Board of Directors and staff to participate in person.

DRAFT MINUTES
Chair Gibbons opened the meeting with a welcome and noted this was the first hybrid meeting of the SVCE Board of Directors.

Call to Order:

Chair Gibbons called the Regular Meeting to order at 7:00 p.m.

Roll Call

Present:

Liz Gibbons (Chair), Campbell
Jon Robert Willey, Cupertino
Zach Hilton, Gilroy
Neysa Fligor, Los Altos
Lisa Schmidt, Los Altos Hills
Marico Sayoc, Los Gatos
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill (arrived at 7:20 p.m.) Lisa Matichak, Mountain View
Tina Walia, Saratoga
Larry Klein, Sunnyvale
Otto Lee, Santa Clara County

Absent:

Evelyn Chua, Milpitas
Chair Gibbons, Director Klein, Alternate Director Mekechuk, and Director Willey attended in person; all other Directors attended via teleconference.

Public Comment on Matters Not Listed on the Agenda
No speakers.

Consent Calendar
1a) Approve Minutes of the April 13, 2022, Board of Directors Meeting 1b) Receive March 2022 Treasurer Report
1c) Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings Item 1a Draft Minutes, May 11, 2022 Board of Directors Meeting r,, SILICON VALLEY \:!,,/ CLEAN ENERGY

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1d) Authorize the Chief Executive Officer to Amend Agreement with UtilityAPI, Inc. to Explore and Develop Innovative New Data Hive Features to Support More Seamless Customer Experience for Future Applications
1e) Receive Update on California Electric Vehicle Infrastructure Project (CALeVIP) Program Launch and Status
1f) Authorize the Chief Executive Officer to Approve the Agreement with Strategic Energy Innovations to Host Two Climate Corps Fellows for the 2022-2023 Fellowship Cycle 1g) Executive Committee Report
1h) Finance and Administration Committee Report
1i) Audit Committee Report
1j) Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report 1k) California Community Power Report
There were no questions or comments from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.

MOTION: Alternate Director Mekechuk moved and Director Willey seconded the motion to approve the Consent Calendar, Items 1a through 1k.

The motion carried unanimously by verbal roll call vote with Directors Chua and Martinez Beltran absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran addressed the following in his CEO report:
• Pamela Leonard, Communications Manager, thanked the Board of Directors for their support during the Cupertino Earth & Arbor Day and SVCE 5 Year Anniversary Celebration; • Communications Manager Leonard announced she would be going out on maternity leave in mid-June and introduced Beth Trenchard who would be assisting in the interim. Interim Communications Manager Trenchard provided brief welcome comments; and • CEO Balachandran introduced Demarie Weber, SVCE’s new Regulatory and Compliance Manager, who provided brief welcome comments.
3) Delegate Authority to the Chief Executive Officer to Participate in PG&E’s Voluntary Allocation Market Offer Renewable Energy Credit Solicitation and Transact for a Portion of SVCE’s Load Ratio Share Allocation (Action)
CEO Balachandran introduced the item, noting subsequent to posting the staff report for the agenda packet, staff had further discussions internally and requested to change the recommendation from taking a portion of what is offered by the proposed program to the maximum amount. Senior Manager of Power Resources Charles Grinstead provided a presentation on PG&E’s Voluntary Allocation Market Offer, requesting board authorization for SVCE’s full allocation if needed.

Senior Manager of Power Resources Grinstead responded to board member questions regarding clarification of SVCE’s proposed participation in the program.

Chair Gibbons opened Public Comment.

Bruce Karney commented he felt the organization deserves to have the flexibility needed to respond to various challenges, or crises, and was highly supportive of staff’s request to provide the flexibility to purchase up to 100% of the VAMO.

Item 1a Draft Minutes, May 11, 2022 Board of Directors Meeting

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Chair Gibbons closed Public Comment.

MOTION: Director Lee moved and Alternate Director Mekechuk seconded the motion to authorize SVCE’s Chief Executive Officer (CEO) to participate in Pacific Gas & Electric’s (PG&E) Voluntary Allocation Market Offer for SVCE’s portion of its load ratio share and execute necessary agreements including the Voluntary Allocation Confirmation under PG&E and SVCE Master Power Purchase Sale Agreement, for SVCE’s full VAMO allocation, equivalent to approximately a 25% RPS.

The motion carried unanimously by verbal roll call vote with Director Chua absent. 4) New Construction Reach Code Update (Presentation)
Zoe Elizabeth, Deputy Director of Decarbonization Programs & Policy, provided a presentation identifying next steps for the Board of Directors to adopt reach codes in their agencies for 2022.

Chair Gibbons opened Public Comment.

No speakers.

Chair Gibbons closed Public Comment.

Deputy Director of Decarbonization Programs & Policy Elizabeth responded to board member questions.

Director Klein noted it would be helpful to show what other cities have done with respect to reach codes on the dedicated reach codes website.

Board Member Announcements and Future Agenda Items
Chair Gibbons announced she was a webinar speaker for the AIA New Jersey Green Build Conference and spoke directly to the relationship of city governments and the action they have taken to speak to climate change.

Alternate Director Mekechuk announced the City of Monte Sereno was featured in the San Jose Mercury News for their new Community Center, which will be all-electric and used as a showcase for energy and water conservation.

Chair Gibbons announced the Board of Directors would meet in Closed Session following public comment and provided the process for doing so.

Public Comment on Closed Session
No speakers.

Convene to Closed Session
Chair Gibbons announced the Board of Directors would convene to Closed Session at 8:02 p.m. to discuss the following:

Public Employee Performance Evaluation
Title: Chief Executive Officer
Conference with Labor Negotiators
Agency Representatives: Liz Gibbons, Chair, Board of Directors, George Tyson, Vice Chair, Board of Directors
Unrepresented Employee: Chief Executive Officer
Item 1a Draft Minutes, May 11, 2022 Board of Directors Meeting

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Report from Closed Session
The Board of Directors returned from Closed Session at 8:36 p.m.; Chair Gibbons noted there was nothing to report.

Prior to adjournment, Chair Gibbons announced the June Board of Directors meeting would be a hybrid meeting, with all other committee meetings remaining virtual. Chair Gibbons noted there may be legislative changes at the state level for public meetings by the August board meeting, and staff would keep the Board of Directors informed.

Adjourn
Chair Gibbons adjourned the meeting at 8:36 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes, May 11, 2022 Board of Directors Meeting

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Silicon Valley Clean Energy Authority
Board of Directors Special Meeting
Monday, May 9, 2022
9:00 am
Pursuant to State of California Gov’t Code Section 54953 (e) the meeting was conducted via teleconference.

DRAFT MINUTES
Call to Order:

Chair Gibbons called the Special Meeting to order at 9:02 a.m.

Roll Call

Present:

Liz Gibbons (Chair), Campbell
Jon Robert Willey, Cupertino
Zach Hilton, Gilroy
Neysa Fligor, Los Altos
Rob Rennie, Los Gatos
Evelyn Chua, Milpitas
Yvonne Martinez Beltran, Morgan Hill
Margaret Abe-Koga, Mountain View
Tina Walia, Saratoga
Larry Klein, Sunnyvale
Otto Lee, Santa Clara County

Absent:

George Tyson (Vice Chair), Los Altos Hills
Javed Ellahie, Monte Sereno
All present Board members participated via teleconference.

Public Comment on Matters Not Listed on the Agenda
No speakers.

Public Comment on Closed Session
No speakers.

Chair Gibbons announced the Board of Directors would adjourn to Closed Session at 9:05 a.m.

Convene to Closed Session
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case) The Board of Directors returned from Closed Session at 9:56 a.m.

Item 1b Draft Minutes, May 9, 2022 Special Meeting
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Report from Closed Session
General Counsel Trisha Ortiz announced the Board of Directors met in Closed Session to discuss anticipated litigation and legal strategy, and there was no reportable action.

Adjourn
Chair Gibbons adjourned the meeting at 9:57 a.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1b Draft Minutes, May 9, 2022 Special Meeting
1 April Treasure Report 2022

TREASURER REPORT
Fiscal Year to Date
As of April 30, 2022
(Preliminary & Unaudited)
Issue Date: June 8, 2022
Table of Contents
Page
Summary 2
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-10
Monthly Change in Net Position 11
Investments Report 12
Customer Accounts 13
Accounts Receivable Aging Report 14
Item 1c

SILICON VALLEY

CLEAN ENERGY
2 April Treasure Report 2022
Financial Highlights for the month of April 2022:
> SVCE operations resulted in a change in net position for the month of $10.9 million and fiscal-year-to-date (FYTD) change in net position of negative $4.6 million. > Retail GWh sales for the month landed 4.4% below budget. > FYTD operating margin of $5.6 million or 3.8% is below budget expectations of 5.7% operating margin for the fiscal year to date. > FYTD Power Supply costs are 2.2% above budget.
> SVCE is investing ~93% of available funds generating FYTD investment income of $0.13 million.

Change in Net Position Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Actual 1,532 (4,526) (2,237) (6,275) (5,774) 1,734 10,904 (4,642) 61,611 Power Supply Costs Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Energy & REC's 11,938 15,483 13,478 17,209 15,665 20,556 11,419 105,748 Wholesale Sales (195) (15) - (82) (182) (208) (236) (917) Capacity 2,890 2,207 2,324 3,281 3,557 3,544 3,923 21,726 CAISO Charges (1,301) 205 2,286 1,116 1,004 (328) (1,124) 1,859 NEM Expense 3 152 (187) (200) (30) 151 39 (71)
Charge/Credit (IST/Net Rev) 1,189 (125) 759 1,855 2,020 3,029 4,966 13,694 Net Power Costs 14,525 17,908 18,660 23,179 22,035 26,744 18,989 - - - - - 142,039 274,979 Other Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Capital Expenditures 4 13 10 - 5 18 - 50 150
Energy Programs 68 123 116 220 114 134 121 896 8,582
Load Statistics - GWh Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Retail Sales Actual 302 288 327 322 286 306 284 2,115
Retail Sales Budget 302 288 327 322 296 311 297 313 337 350 362 339 3,844 3,844 * The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant.

Financial Statement Highlights* ($ in 000's)

SILICON VALLEY CLEAN ENERGY AUTHORITY
Item 1c
3 April Treasure Report 2022

Working Capital $169,552,361
Current Ratio 6.8
Operating Margin 3.8%
Expense Coverage Days 178
Long-Term Debt $0
Total Accounts 275,962
Opt-Out Accounts (Month) 58
Opt-Out Accounts (FYTD) 283
Opt-Up Accounts (Month) 5
Opt-Up Accounts (FYTD) 225
Other Statistics and Ratios
Item 1c

35.0 30.0
"'

25.0 C: .2 20.0
~ 15.0

10.0 5.0

0.0 25.0

20.0 ~ 15.0
~ ~ 10.0

5.0 0.0

YTD EXPENSES
Retail Sales - Month

31.4 30.8
Actual Amended Budget
Controllable O&M - Month

20.5 21.9
Actual Amended Budget

14.6 Personnel

2.4%
I
FY20/21

16.8 FY20/21
Retail Sales -YTD
200.0
147.6 147.5
150.0 129.0
"' C:

I
0 : 100.0
~ 50.0

0.0 Actual Amended Budget FY20/21
Controllable O&M -YTD
200.0
152.3 151.7
150.0 131.5
"' C:
~ 100.0
~ 50.0

0.0 Actual Amended Budget FY20/21
4 April Treasure Report 2022
Current Assets
Cash & Cash Equivalents $ 147,336,121
Accounts Receivable, net of allowance 28,414,167
Accrued Revenue 18,802,595
Other Receivables 1,475,509
Prepaid Expenses 1,875,163
Deposits 646,186
Restricted cash 661,796
Total Current Assets 199,211,537
Noncurrent assets
Capital assets, net of depreciation 311,862
Deposits 45,330
Total Noncurrent Assets 357,192
Total Assets 199,568,729
Current Liabilities
Accounts Payable 1,954,105
Accrued Cost of Electricity 25,347,261
Other accrued liabilities 854,137
User Taxes and Energy Surcharges due to other gov'ts 841,877 Total Current Liabilities 28,997,380
Noncurrent Liabilities
Supplier security deposits 9,131,250
Total noncurrent liabilities 9,131,250
Total Liabilities 38,128,630
Net investment in capital assets 311,862
Restricted for security collateral 661,796
Unrestricted (deficit) 160,466,441
Total Net Position $ 161,440,099

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of April 30, 2022
ASSETS

LIABILITIES
Item 1c
5 April Treasure Report 2022

OPERATING REVENUES
Electricity Sales, Net $ 144,346,792
GreenPrime electricity premium 1,051,780
Other income 16,501
Liquidated damages 2,224,250
TOTAL OPERATING REVENUES 147,639,323

OPERATING EXPENSES
Cost of Electricity 142,039,047
Contract services 5,250,188
Staff compensation and benefits 3,710,424
General & Administrative 1,273,375
Depreciation 55,131
TOTAL OPERATING EXPENSES 152,328,165
OPERATING INCOME(LOSS) (4,688,842)

NONOPERATING REVENUES (EXPENSES)
Interest Income 125,502
Financing costs (79,047)
TOTAL NONOPERATING REVENUES (EXPENSES) 46,455
CHANGE IN NET POSITION (4,642,387)
Net Position at beginning of period 166,082,486
Net Position at end of period $161,440,099

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2021 through April 30, 2022

AND CHANGES IN NET POSITION
Item 1c
6 April Treasure Report 2022

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 141,232,961
Receipts from liquidated damages $ 2,224,250
Other operating receipts 2,196,399
Payments to suppliers for electricity (146,861,382)
Payments for other goods and services (7,144,819)
Payments for staff compensation and benefits (3,590,779) Tax and surcharge payments to other governments (2,863,506) Net cash provided (used) by operating activities (14,806,876)

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (79,047)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition of capital assets (50,226)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 125,502
Net change in cash and cash equivalents (14,810,647)
Cash and cash equivalents at beginning of year 162,808,564 Cash and cash equivalents at end of period $147,997,917 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 147,336,121
Restricted cash 661,796
Cash and cash equivalents $ 147,997,917

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2021 through April 30, 2022
Item 1c
7 April Treasure Report 2022
Operating Income (loss) $ (4,688,842)
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 55,131
Revenue adjusted for uncollectible accounts (500,000)
(Increase) decrease in net accounts receivable (1,923,984) (Increase) decrease in energy settlements receivable 269,012 (Increase) decrease in other receivables (1,245,024)
(Increase) decrease in accrued revenue (4,391,975)
(Increase) decrease in prepaid expenses 503,073
(Increase) decrease in current deposits 79,898
Increase (decrease) in accounts payable 416,729
Increase (decrease) in accrued cost of electricity (7,869,806) Increase (decrease) in accrued liabilities 212,094
Increase (decrease) in energy settlements payable 2,389,976 Increase (decrease) in taxes and surcharges due to other governments (213,158) Increase (decrease) in supplier security deposits 2,100,000 Net cash provided (used) by operating activities $ (14,806,876)

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2021 through April 30, 2022
Item 1c
8 April Treasure Report 2022
FYTD FYTD FY 2021-22 FY 2021-22
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $144,346,792 $146,697,179 -$2,350,387 -2% $384,498,000 $240,151,208 Green Prime Premium 1,051,780 802,209 249,571 31% 1,005,000 (46,780) Liquidated damages 2,224,250 2,224,250
TOTAL OPERATING REVENUES 147,622,822 147,499,388 123,434 0% 385,503,000 240,104,428

ENERGY EXPENSES
Power Supply 142,039,047 139,038,648 3,000,399 2.2% 274,979,000 132,939,953 Operating Margin 5,583,775 8,460,740 (2,876,965) -34% 110,524,000

OPERATING EXPENSES
Data Management 1,847,806 1,895,490 (47,684) -3% 3,249,000 1,401,194 PG&E Fees 687,502 845,801 (158,299) -19% 1,450,000 762,498 Salaries & Benefits 3,710,424 4,978,541 (1,268,117) -25% 8,535,000 4,824,576 Professional Services 1,774,099 3,332,518 (1,558,419) -47% 5,669,000 3,894,901 Marketing & Promotions 271,949 533,591 (261,642) -49% 908,000 636,051 Notifications 72,032 76,563 (4,531) -6% 131,000 58,968
Lease 290,386 306,250 (15,864) -5% 525,000 234,614
General & Administrative 681,061 672,359 8,702 1% 1,225,000 543,939 TOTAL OPERATING EXPENSES 9,335,259 12,641,113 (3,305,854) -26% 21,692,000 12,356,741 OPERATING INCOME/(LOSS) (3,751,484) (4,180,373) 428,889 -10% 88,832,000 92,583,484

NON-OPERATING REVENUES
Other Income 16,501 29,167 (12,666) -43% 50,000 33,499
Investment Income 125,502 175,000 (49,498) -28% 300,000 174,498 TOTAL NON-OPERATING REVENUES 142,003 204,167 (62,164) -30% 350,000 207,997

NON-OPERATING EXPENSES
Financing 79,047 23,333 55,714 239% 40,000 (39,047)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 50,318 87,500 (37,182) -42% 150,000 99,682 Transfer to Programs Fund 3,955,851 3,955,851 - 0% 6,781,000 2,825,149 Nuclear Allocation 350,000 350,000 600,000 250,000
Double Down Programs Allocation 9,916,667 9,916,667 17,000,000 7,083,333 Customer Bill Relief 1,750,000 3,000,000 3,000,000
TOTAL OTHER USES 14,272,836 16,060,018 (1,787,182) -11% 27,531,000 13,258,164

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE -$17,961,364 -$20,059,557 $2,098,193 -10% $61,611,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through April 30, 2022
Item 1c
9 April Treasure Report 2022

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ 24,381,000 $ 14,222,518 $ 10,158,482 58% EXPENDITURES & OTHER USES:

Program expenditures 8,581,581 895,655 7,685,926 10.4%
Net increase (decrease) in fund balance $ 15,799,419 $13,326,863 Fund balance at beginning of period 5,837,711
Fund balance at end of period $19,164,574

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund * $ - $ - $ -
EXPENDITURES & OTHER USES:

Program expenditures * 2,850,000 3,073 2,846,927 0.1%
Net increase (decrease) in fund balance $ (2,850,000) (3,073) Fund balance at beginning of period 7,990,315
Fund balance at end of period $7,987,242

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through April 30, 2022

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through April 30, 2022
Item 1c
,,
10 April Treasure Report 2022 Net Increase (decrease) in available fund balance per budgetary comparison schedule $ (17,961,364)
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (55,131)
Subract program expense not in operating budget (895,655) Subract CRCR expense not in operating budget (3,073)
Add back transfer to Program fund 14,222,518
Add back capital asset acquisition 50,318
Change in Net Position (4,642,387)

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2021 through April 30, 2022

OPERATING FUND
Item 1c
,.
11 April Treasure Report 2022
Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2021 through April 30, 2022
October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 17,365,080 $ 14,621,707 $ 17,815,729 $17,228,581 $ 16,277,554 $29,781,167 $ 31,256,974 $ 144,346,792 Green electricity premium 80,961 $ 60,556 $ 95,594 $ 462,687 $ 103,634 $ 131,601 $ 116,747 1,051,780 Other Income 1,000 $ 2,500 $ 1,000 $ 3,500 $ 2,250 $ 5,251 $ 1,000 16,501 Liquidated damages 922 250 $ 1 302 000 $ $ 2 224 250
Total operating revenues 17 447 041 14 684 763 17 912 323 18 6 17 018 17 685 438 29 918 019 31 374 721 147 639 323

OPERATING EXPENSES
Cost of electricity 14,524,607 17,907,845 18,660,060 23,179,137 22,034,894 26,743,821 18,988,683 142,039,047 Staff compensation and benefits 448,844 465,162 593,320 572,350 538,861 551,232 540,655 3,710,424 Data manager 263,759 263,759 262,863 263,514 264,092 264,817 265,002 1,847,806 Service fees - PG&E 97,254 96,768 104,341 97,053 97,084 97,331 97,671 687,502 Consultants and other professional fees 370,413 341,404 376,273 473,924 393,452 363,558 395,856 2,714,880 General and administration 209,985 134,289 152,437 306,490 129,063 161,762 179,349 1,273,375 Depreciation 7 289 8 162 7774 7716 7 853 8 168 8 169 55 131 Total operating expenses 15 922 151 19 217 389 20 157 068 24900184 23 465 299 28 190 689 20 475 385 152 328165 Operating income (loss) 1,524,890 (4,532,626) (2,244,745) (6,283,166) (5,779,861) 1,727,330 10,899,336 (4,688,842)

NONOPERATING REVENUES (EXPENSES)
Interest income 18,545 18,382 19,370 18,957 16,791 17,596 15,861 125,502 Financing costs (11 ,042) (11 ,626) (12,027) (11 ,042) (11 ,226) (1 1,042) (11 ,042) (79,047) Total nonoperating revenues (expenses) 7 503 6 756 7 343 7915 5 565 6 554 4 819 46455 CHANGE IN NET POSITION $ 1,532,393 $ (4,525,870) $ (2,237,402) $ (6,275,251) $ (5,774,296) $ 1,733,884 $ 10,904,155 $ $ $ $ $ $ (4,642,387) 12 April Treasure Report 2022
Item 1c

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTM ENTS SUMMARY
October 1, 2021 through April 30, 2022
YID
Return on Investments Oct Nov Dec Jan Feb Mar ~ ~ Jun Jul ~ ~ Total $18,545 $18,382 $19,370 $18,957 $16,791 $17,596 $15,861 $0 $0 $0 $0 $0 $125 502 Portfolio Invested
Average daily portfolio available to invest* 152,976,979 155,897,345 155,743,105 157,270,808 153, 138,549 145,837,752 137,341,613 Average daily portfolio invested 141,994,910 145,456,026 148,530,962 147,297,741 145,363,213 137,891,490 128,040,211 % of average daily portfolio invested 92.8% 93.3% 95.4% 93.7% 94.9% 94.6% 93.2% Detail of Portfolio
Opening Carrying Interest
Rate Current Rate Value Earned
Money Market - River City Bank 1.26% 0.15% $134,222,665 $15,787 • Note: Balance available to invest does not include lockbox funds. 13 CUSTOMER ACCOUNTS
Item 1c

RESIDENTIAL ACCOUNTS
300 (/)
'C
C: 246.9 247.2 247.4 247.5 248.1 248.3 248.5 Cll 250 (/) ::::,
0 .c:

I- 200
150
100
50 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
- Actual - Budget

NON-RESIDENTIAL ACCOUNTS
30 (/) 27.7 27.G 27.6 27.4 27.4 27.4 27.4 "C
C:

Cll
(/) 25 ::::,
0 .r.

I-20
15 10
5 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
- Actual - Budget
14 TOTAL DUE
Bad Debt % (Budget)
1%
Accounts Receivable Days
29 Days
$30,237,949

SILICON VALLEY CLEAN ENERGY AUTHORITY

ACCOUNTS RECEIVABLE AGING REPORT
October November December January February March April May June July August September 0 to 30 days 74.6% 66.6% 67.7% 70.4% 73.9% 77.7% 83.0%
31 to 60 days 8.3% 11.6% 9.1% 5.4% 6.9% 6.7% 4.5%
61 to 90 days 3.1% 3.7% 5.1% 3.9% 2.7% 2.7% 2.2%
91 to 120 days 2.0% 2.9% 3.0% 3.2% 2.5% 1.7% 1.7%
Over 120 days 12.0% 15.1% 15.0% 17.1% 14.1% 11.1% 8.6%
Item 1c

AGE SUMMARY
$30,000,000
$25,000,000
$25,090,346
$20,000,000
$15,000,000
$10,000,000
$5,000,000
$2,602,830
$1,364,790 $674,140 $505,843
- $0
<30 days <60
-
days <90 -days <120 - days Older

Page 1 of 2 ends

Staff Report – Item 1d
Item 1d: Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings
From: Trisha Ortiz, Assistant General Counsel
Prepared by: Trisha Ortiz, Assistant General Counsel
Date: 6/8/2022

RECOMMENDATION
To continue meetings to be held via teleconferencing pursuant to Government Code Section 54953(e), adopt the attached Resolution 2022-14 making the findings required by Section 54953(e)(3).

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.

Due to the rise in COVID-19 cases caused by the Delta Variant, on September 21, 2021, the Santa Clara County Health Officer issued a recommendation that public bodies meet remotely due to the increased protection provided by social distancing. The Health Officer cited “unique characteristics” of government meetings that lead to increased risk of transmission, including the gathering of people from across communities, the need for everybody to participate (including those who are immunocompromised or unvaccinated), and difficulty ensuring compliance with vaccination and safety recommendations. In addition, the Health Officer has described the new Omicron variant as significantly more transmissible than prior variants of the virus.

On October 13, 2021, the Board adopted its Resolution 2021-23 to authorize public meetings to be held via teleconferencing pursuant to Government Code section 54953(e).

Item 1d
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1d Agenda Date: 6/8/2022

Page 2 of 2 ends

Within thirty days after the first teleconferenced meeting held under AB 361, and every thirty days thereafter, in order to continue meeting by teleconference, the local agency’s legislative body must find that it has reconsidered the circumstances of the state of emergency and that either: (1) The state of emergency continues to directly impact the ability of the members to meet safely in person; or (2) State or local officials continue to impose or recommend measures to promote social distancing.

On November 10, 2021, December 8, 2021, January 12, 2022, February 9, 2022, March 9, 2022, April 13, 2022, and May 11, 2022 the Board adopted Resolutions 2021-26, 2021-27, 2022-02, 2022-03, 2022-07, and 2022- 11, and 2022-13 authorizing public meetings to continue to be held via teleconferencing pursuant to Government Code Section 54953(e) and directing staff to return with a resolution to make the findings necessary to continue meeting pursuant to Government Code section 54953(e).

STRATEGIC PLAN
SVCE’s Board-adopted Strategic Plan identifies engaging the public as a goal of SVCE and remote meetings will better engage the public as long as COVID-19 is a threat to public health.

FISCAL IMPACT
Continuing to conduct remote public Board of Directors and Standing Committee meetings will not increase the cost of meetings.

ANALYSIS & DISCUSSION
The attached Resolution makes the periodic findings necessary to continue holding meetings under Government Code Section 54953(3). Specifically, the attached Resolution makes findings that the Board has reconsidered the circumstances of the COVID-19 state of emergency and that local officials continue to recommend measures to promote social distancing. As required by Government Code Section 54953(e)(3), the resolution makes the findings and provides that the findings will cover the period of time until the next regular meeting of the Board.

The resolution applies to both the Board of Directors and its Committees.

Staff will continue to monitor the situation and will return to the Board every 30 days or as needed with additional recommendations related to the conduct of public meetings.

ATTACHMENTS

1. Resolution 2022-14 Reconsidering Circumstances Of The COVID-19 State Of Emergency And Making Findings In Connection Therewith To Authorize Public Meetings To Be Held Via Teleconferencing Pursuant To Government Code Section 54953(e)
Item 1d
1 RESOLUTION 2022-14

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2022-14

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY RECONSIDERING
CIRCUMSTANCES OF THE COVID-19 STATE OF EMERGENCY

AND MAKING FINDINGS IN CONNECTION THEREWITH TO

AUTHORIZE PUBLIC MEETINGS TO BE HELD VIA

TELECONFERENCING PURSUANT TO GOVERNMENT CODE
SECTION 54953(e)
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Board of Directors (“the Board”) of Silicon Valley Clean Energy (“SVCE”) is committed to public access and participation in its meetings while balancing the need to conduct public meetings in a manner that reduces the likelihood of exposure to COVID-19; and
WHEREAS, all meetings of the Board of Directors and the other legislative bodies of SVCE are open and public, as required by the Ralph M. Brown Act (Cal. Gov.

Code 54950 – 54963), so that any member of the public may attend, participate, and watch the Board and other legislative bodies conduct their business; and WHEREAS, pursuant to Assembly Bill 361 legislative bodies of local agencies may hold public meetings via teleconferencing pursuant to Government Code Section 54953(e), without complying with the requirements of Government Code Section 54953(b)(3), if the legislative body complies with certain enumerated requirements in any of the following circumstances:

1. The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing.

2. The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, 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 holds a meeting during a proclaimed state of emergency and has determined, by majority vote, that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees; and WHEREAS, on March 4, 2020, Governor Newsom declared a State of Item 1d
Attachment 1
2 RESOLUTION 2022-14
Emergency in response to the COVID-19 pandemic (the “Emergency”) which remains in effect; and
WHEREAS, the Santa Clara Public Health Officer recommends that public bodies meet remotely to the extent possible, specifically including use of newly enacted AB 361.

WHEREAS, due to the ongoing COVID-19 pandemic and the need to promote social distancing to reduce the likelihood of exposure to COVID-19, the Board determined that meetings of the SVCE legislative bodies may be held via teleconferencing pursuant to Government Code Section 54953(e).

WHEREAS, to continue meeting pursuant to Government Code Section 54953(e), an agency must make periodic findings that: (1) the body has reconsidered the circumstances of the declared emergency; and (2) that any of the following circumstances exist: (a) the state of emergency continues to directly impact the ability of the members to meet safely in person, or (b) state or local officials continue to impose or recommend measures to promote social distancing.

NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve, determine, and order as follows:

Section 1. The Recitals provided above are true and correct and are hereby incorporated by reference.

Section 2. The Board has reconsidered the circumstances of the COVID-19 state of emergency and local officials continue to recommend measures to promote social distancing.

Section 3. The Board and other legislative bodies of SVCE may continue to conduct their meetings pursuant to Government Code section 54953(e).

Section 4. Staff is hereby authorized and directed to take all actions necessary to carry out the intent and purpose of this Resolution. Such action includes returning to the Board within 30 days and every 30 days thereafter to make the findings required by Section 54953(e)(3).

Section 5. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED this 8th day of June 2022, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Gibbons
City of Cupertino Director Willey
City of Gilroy Director Hilton
City of Los Altos Director Fligor
Item 1d
Attachment 1
3 RESOLUTION 2022-14
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Ellahie
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein

Chair
ATTEST:

Andrea Pizano, Board Clerk
Item 1d
Attachment 1

Page 1 of 2 ends

Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute a First Amendment to the Agreement with HBT Energy Management LLC for Power Resource Management Services Amending the Term and Not-to-Exceed Amount
From: Girish Balachandran, CEO
Prepared by: Monica Padilla, Chief Operating Officer and Director of Power Resources Kevin Armstrong, Deputy Director of Administrative Services Date: 6/8/2022

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority Board (“Board”) authorize the Chief Executive Officer (“CEO”) to execute a First Amendment to the HBT Energy Management LLC (“HBT”) Agreement (Attachment 1) to add $160,000 for a total amount not to exceed (“NTE”) $279,600 and extend the term to September 30, 2023. All other agreement terms and conditions remain the same.

BACKGROUND
On July 2, 2021, the CEO approved the HBT agreement (Attachment 2), related to operationalizing projects under long-term power purchase agreements and additional power resources support, in an amount not to exceed $119,600. The operationalizing of SVCE’s projects under long-term power agreements was a critical issue, and SVCE was operating with reduced power resources staff capacity at the time, making it advantageous to engage with an experienced outside consulting firm.

ANALYSIS & DISCUSSION
Since mid-2021, SVCE has added additional staff, but also seen the complexity increase on many of the long-term projects in the portfolio, owing to changes in commodity power market prices, delays due to COVID, and an international trade dispute around solar panel production. As a result, HBT’s experience working on these projects with the developers has proved invaluable, allowing staff to focus their efforts in other areas.

The amendment to the HBT agreement is necessary as the existing dollar amount is not sufficient to cover the ongoing work brought about by the increasing complexities of operationalizing the existing portfolio of long-term projects. The agreement amount for the current fiscal year is being increased by $40,000 to cover anticipated expenses through September, with an additional $120,000 added to cover expenses anticipated for fiscal year 2022-2023, for a total increase of $160,000 to the agreement NTE amount.

STRATEGIC PLAN
Approval of a First Amendment to the Agreement with HBT will directly support Goal 5 of the Strategic Plan, which is to “Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner”.

ALTERNATIVE
If the Board does not approve the amendment, SVCE will need to identify and acquire additional resources to support staff in operationalizing projects. This may cause a delay in bringing these long-term resources into operation and thus delay SVCE’s ability to meet long-term compliance goals and reduce long-term power costs.

Item 1e
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1e Agenda Date: 6/8/2022

Page 2 of 2 ends

FISCAL IMPACT
Approval of this new Amendment with HBT will impact the fiscal year 2021-22 budget by an expected $40,000, with an expected fiscal impact of $120,000 in year 2022-2023, for a total impact of $160,000 over the two fiscal years.

ATTACHMENTS

1. First Amendment to HBT Energy Management LLC Agreement

2. HBT Energy Management LLC Agreement
Item 1e
2/22 Version

FIRST AMENDMENT TO AGREEMENT WITH HBT ENERGY MANAGEMENT LLC WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and HBT ENERGY MANAGEMENT LLC entered into that certain agreement entitled POWER RESOURCES MANAGEMENT SERVICES, effective on July 2, 2021, hereinafter referred to as “Original Agreement”; and WHEREAS, Authority and HBT ENERGY MANAGEMENT LLC have determined it is in their mutual interest to amend certain terms of the Original Agreement.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1. TERM section of Original Agreement shall be amended to read as follows:

The term of this Agreement shall commence on July 2, 2021, and shall terminate on September 30, 2023 unless terminated earlier as set forth herein.

2. COMPENSATION TO CONSULTANT section of Original Agreement shall be amended to read as follows:

Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed two hundred seventy-nine thousand six hundred and no/100 dollars ($279,600.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

3. EXHIBIT B SCHEDULE OF PERFORMANCE section of Original Agreement shall be amended to read as follows:

Task Begin Complete

1. Assist with implementation of Authority’s PPAs July 2021 September 2023

2. Other power supply portfolio management July 2021 September 2023

4. EXHIBIT C COMPENSATION section of Original Agreement shall be amended to read as follows:

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of two hundred seventy-nine thousand six hundred and no/100 dollars ($279,600.00), as set forth below.

Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Estimated Budget

1. Assist with implementation of Authority’s PPAs

2. Other power supply portfolio management
Item 1e
Attachment 1
2/22 Version
Total $279,600

5. This Amendment shall be effective on June 9, 2022.

6. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control.

7. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below.

RECOMMENDED FOR APPROVAL
__________________________________________________________________ Monica Padilla, Chief Operating Officer (COO) and Director of Power Resources

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services Item 1e
Attachment 1
2/22 Version

CONSULTANT NAME

HBT ENERGY MANAGEMENT LLC
By: __________________________
Name: Bob Tang
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1e
Attachment 1
DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

HBT ENERGY MANAGEMENT LLC
FOR

POWER RESOURCES MANAGEMENT SERVICES
THIS AGREEMENT (“Agreement”), is entered into this 2nd day of July, 2021 by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and HBT ENERGY MANAGEMENT LLC, a California limited liability company whose address is 4632 Greenmeadows Avenue, Torrance, CA 90505 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

A. Authority is an independent public agency duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) (“Act”) with the power to conduct its business and enter into agreements.

B. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein.

C. Authority and Consultant desire to enter into an agreement for power resources management services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on July 12, 2021, and shall terminate on September 30, 2022, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein by this reference.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one hundred nineteen thousand six hundred dollars and no/100 ($119,600.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference. Compensation to the Consultant shall not exceed $100,000 during either fiscal year 2020/21 (ending September 30, 2021) or fiscal year 2021/22 (ending September 30, 2022).

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
this Agreement.

5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar circumstances and in a manner reasonably satisfactory to Authority and agrees that all services shall be performed by qualified and experienced personnel. Consultant shall be responsible to Authority for any errors or omissions in the performance of work pursuant to this Agreement. Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to Authority by redoing the professional work and/or revising the work product(s) called for in the Scope of Services to eliminate the errors.

Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by Authority, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, Authority may deduct the cost of such correction from any retention amount held by Authority or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Consultant shall indemnify and hold harmless Authority and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of Authority officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. Authority shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Authority from Consultant as a result of Consultant’s failure to promptly pay to Authority any reimbursement or indemnification arising under this section.

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members.

Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Consultant shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.

Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Authority and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.

B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and other technology relating to any part of the services and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.

C. The acceptance of the services by Authority shall not operate as a waiver of these rights of indemnification. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
Liability.

D. Consultant’s indemnifications and obligations under this section shall survive the expiration or termination of this Agreement.

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California.

Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her/its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.

C. Failure to Secure or Maintain Insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. Additional Insured. Authority, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
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requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

11. CONFLICT OF INTEREST
Consultant warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest.

Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the Authority Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this section into any subcontract that Consultant executes in connection with the performance of this Agreement. Consultant understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff Authority, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to Authority by Consultant.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation.

13. SUBCONTRACTOR APPROVAL
Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried Item 1e
Attachment 2
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by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.

B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion.

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.

F. Authority shall be the owner of and shall be entitled upon request to immediate possession of accurate reproducible copies of Reports or other pertinent data and information gathered or computed by Consultant prior to termination of this Agreement or upon completion of the work pursuant to this Agreement.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related Item 1e
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to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this agreement

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Hsi Bang (Bob) Tang (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority.

Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

B. Consultant shall promptly notify Authority should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the Authority. Authority may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Authority and to provide Authority with the opportunity to review any response to discovery requests provided by Consultant. However, Authority’s right to review any such response does not imply or mean the right by Authority to control, direct or rewrite the response.

C. In the event Authority gives Consultant written notice of a “litigation hold”, then as to all data identified in such notice, Consultant shall, at no additional cost to Authority, isolate and preserve all such data pending receipt of further direction from the Authority.

D. Consultant agrees to comply with the confidentiality provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

E. Consultant’s covenants under this section shall survive the expiration or termination of this Agreement.

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective:
(a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Authority’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth Item 1e
Attachment 2
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DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
below:

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Hsi Bang (Bob) Tang
HBT Energy Management LLC
4632 Greenmeadows Avenue
Torrance, Ca 90505

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Authority Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Authority Representative shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

In the event of Authority’s termination of this Agreement due to no fault or failure of performance by Consultant, Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of Authority.

Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and are authorized or permitted under state and local law Item 1e
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to perform such services. Consultant represents and warrants to Authority that it has all licenses, permits, certificates, qualifications, and approvals required by law to provide the services and work required to perform services under this Agreement, including a business license. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

21. CONFLICT OF LAW
This Agreement shall be interpreted under and enforced by the laws of the State of California. The Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California.

22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from Authority to do otherwise.

23. WAIVER
A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

24. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant.

25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities.

26. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

Item 1e
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28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

29. EXHIBITS
The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Consultant’s proposal, the provisions of this Agreement shall control.

30. FORCE MAJEURE
Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in Authority’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of Authority from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of Authority’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by Authority shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

33. SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns Item 1e
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RECOMMENDED FOR APPROVAL
of the Parties to this Agreement.

35. NO THIRD PARTY BENEFICIARIES INTENDED
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

36. COUNTERPARTS; FACSIMILE/PDF/ELECTRONIC SIGNATURE
This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument. The Parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

37. DRAFTING PARTY
This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall not be interpreted against either Party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
Monica Padilla, Director of Power Resources
Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME

HBT ENERGY MANAGEMENT LLC
By:

Name: Bob Tang

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By:

Title: President Name: Girish Balachandran
Date: 7/2/2021 Title: Chief Executive Officer
Date: 7/2/2021
Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
DocuSigned by:
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DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
Exhibit A
Scope of Services
Task 1: Assist and coordinate the operational integration of Authority’s renewable and conventional resources; to represent Authority in discussions with Authority renewable resource project partnersto realize economic and operational efficienciesin joint renewable energy projects.

Task 2: Assist in the management of Authority’s power resources as may be requested by Authority from time to time.

Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
Exhibit B
Schedule of Performance
Specific timelines and deliverables will be determined and submitted for Authority’s approval once initial work assignments are finalized.

This schedule may be modified with the written approval of the Authority.

Task Begin Complete

1. Assist with implementation of Authority’s PPAs July 2021 September 2022

2. Other power supply portfolio management July 2021 September 2022 Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of one hundred nineteen thousand six hundred dollars and no/100 ($119,600.00) dollars, as set forth below. Compensation to the Consultant shall not exceed $100,000 during either fiscal year 2020/21 (ending September 30, 2021) or fiscal year 2021/22 (ending September 30, 2022).

Task Estimated Budget

1. Assist with implementation of Authority’s PPAs

2. Other power supply portfolio management
Total $119,600
Rates
Personnel Title Hourly
Hsi Bang (Bob) Tang President, HBT Energy Management LLC $115 Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority.

Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by Item 1e
Attachment 2
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DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Item 1e
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Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

HBT Energy Management LLC is a sole proprietor LLC and qualifies for an exemption from California Worker’s Compensation coverage.
(2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.
(3) Automotive:

Consultant is prohibited from driving on behalf of this project and the Authority. If driving is needed in the future for this engagement, Consultant will need to provide proof of comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage to the Authority. (4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000.

Item 1e
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DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
Exhibit E
Confidentiality Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

1. The Confidential Information disclosed to Consultant in connection herewith may include, without limitation, the following information about Authority Customers: (a) names; (b) addresses; (c) telephone numbers and email addresses; (d) service agreement numbers and account numbers; (e) meter and other identification numbers; (f) Authority-designated account numbers; (g) electricity and gas usage (including monthly usage, monthly maximum demand, electrical or gas consumption, HP load, and other data detailing electricity or gas needs and patterns of usage); (h) billing information (including rate schedule, baseline zone, CARE participation, end use code (heat source) service voltage, medical baseline, meter cycle, bill cycle, balanced payment plan and other plans); (i) payment / deposit status; (j) number of units; and (k) other similar information specific to Authority Customers individually or in the aggregate. Confidential Information shall also include specifically any copies, drafts, revisions, analyses, summaries, extracts, memoranda, reports and other materials prepared by Consultant or its representatives that are derived from or based on Confidential Information disclosed by Authority, regardless of the form of media in which it is prepared, recorded or retained.

2. Except for electric and gas usage information provided to Consultant pursuant to this Agreement, Confidential Information does not include information that Consultant proves (a) was properly in the possession of Consultant at the time of disclosure; (b) is or becomes publicly known through no fault of Consultant, its employees or representatives; or (c) was independently developed by Consultant, its employees or representatives without access to any Confidential Information.

3. From the Effective Date, no portion of the Confidential Information may be disclosed, disseminated or appropriated by Consultant, or used for any purpose other than the purposes set forth in the Agreement.

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1e
Attachment 2
Agreement with HBT Energy Management LLC
DocuSign Envelope ID: F2C119D7-1E48-4528-ADDC-95D8694EDC24 2/21 Version
their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority.

5. Notwithstanding the above, Consultant may disclose Confidential Information to the extent required by an order, subpoena, or lawful process requiring the disclosure of such Confidential Information issued by a court or other governmental authority of competent jurisdiction, provided that Consultant notifies Authority immediately upon receipt thereof to allow Authority to seek protective treatment for such Confidential Information.

6. Consultant shall immediately notify Authority if it reasonably believes that there has been unauthorized access to the Confidential Information by a non-authorized person that could reasonably result in the use, disclosure, or theft of the Confidential Information.

7. It shall be considered a material breach of this Agreement if Consultant engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein. Consultant understands that if Authority finds that Consultant is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement Authority shall promptly cease all disclosures of Confidential Information to Consultant. Consultant further understands that if Authority receives a customer complaint about Consultant’s misuse of data or other violation of the Disclosure Provisions, Authority shall promptly cease disclosing that customer’s information to Consultant and shall notify the California Public Utilities Commission of the complaint.

8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

Item 1e
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10. In addition to any other requirements set forth in the Agreement, within ten (10) business days of receipt of Authority’s written request, and at Authority’s option, Consultant will either return to Authority all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Authority with written certification that all such tangible Confidential Information of Authority has been destroyed.

11. Consultant acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to Authority and/or Authority Customers, the amount of which may be difficult to assess. Accordingly, Consultant hereby confirms that the Authority shall be entitled to apply to a court of competent jurisdiction or the California Public Utilities Commission for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Consultant or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the Authority, in law or equity.

12. In addition to all other remedies, Consultant shall indemnify and hold harmless Authority, its officers, employees, or agents from and against and claims, actions, suits, liabilities, damages, losses, expenses and costs (including reasonable attorneys’ fees, costs and disbursements) attributable to actions or non-actions of Consultant and/or its employees and/or its representatives in connection with the use or disclosure of Confidential Information.

13. When Consultant fully performs the purposes set forth in the Agreement, or if at any time Consultant ceases performance or Authority requires Consultant cease performance of the purposes set forth in the Agreement, Consultant shall promptly return or destroy (with written notice to Authority itemizing the materials destroyed) all Confidential Information then in its possession at the direction of Authority. Notwithstanding the foregoing, the nondisclosure obligations of this Agreement shall survive any termination of this Agreement.

Item 1e
Attachment 2
Agreement with HBT Energy Management LLC

Page 1 of 2 ends

Staff Report – Item 1f
Item 1f: Adopt Resolution to Implement SVCE Generation Rate Changes Effective June 2022 From: Girish Balachandran, CEO
Prepared by: Don Bray, Director of Energy Services and Community Relations Amrit Singh, CFO and Director of Administrative Services Date: 6/8/2022

RECOMMENDATION
Staff recommends that the Board of Directors adopt Resolution 2022-15, authorizing the CEO to implement SVCE generation rate changes, to maintain a 1% discount to updated PG&E generation and PCIA rates effective as of June 9, 2022.

BACKGROUND
At its February 9, 2022 meeting, the SVCE Board of Directors voted to implement new rates effective March 1 st 2022, at a discount of 1% to PG&E’s generation rates. These new rates were assumed in updated budget projections for the remainder of Fiscal Year 2021-22 and have been implemented starting March 1, 2022.

On May 20, 2022, PG&E submitted Advice Letter 6603-E, which outlined numerous detailed updates to PG&E generation and PCIA rates, to become effective on June 1, 2022. This advice letter implements various Commission-approved revenue requirements and rate design changes, including the following:

1. Revised Residential Baseline Quantities

2. Updated Demand Charge Rate Limiter (DCRL) Rate Adder for Agricultural Schedule AG-C

3. Intra-class Revenue Capping between Agricultural Rate Schedules5

4. Schedule SB Rate Design Changes

5. Schedules B-19 and B-20 Rate Design Changes

6. Schedules TC-1 Rate Design Changes

7. Recalculated PCIA and Competition Transition Charge (CTC) Rates based on Updated Generation Allocation Factors

ANALYSIS & DISCUSSION
To remain consistent with the Board’s direction in February, staff recommends that SVCE update all GreenStart generation rates to be exactly 1% below PG&E’s new June 1 generation rates, including surcharges (PCIA and Franchise Fee). This rate design approach has been used since the launch of SVCE and has the advantages of comparability and ease of customer communications in that the generation cost savings will be set at 1% for all customer rate classes.

As shown in the table below, most June 1, 2022 PG&E generation rate and PCIA changes were small, less than 2% up or down. As a result, when new SVCE rates are calculated for June 1, the changes are similarly small, usually less than 2% up or down. Given that SVCE’s discount is 1%, it is important to make these rate changes to ensure that customers are still saving money with SVCE, and that all customers are receiving the same 1% discount relative to PG&E rates.

Item 1f
IA'\ SILICON VALLEY ~ CLEAN ENERGY
Agenda Item: 3 Agenda Date: 12/09/2020

Page 2 of 2 ends

Some specialty rates, such as ‘Standby’ rates used by customers that have large onsite generators, were significantly restructured by PG&E to modify various billing determinants within the rate. These rates are not widely used, but do apply at sites such as waste treatment plants that use locally-generated bio gas to produce electricity for onsite use. SVCE proposes to adjust these rates similarly, maintaining a 1% discount to PG&E rates
The GreenPrime rate, SVCE’s 100% renewable energy option, will remain unchanged. The charge is equivalent to the per unit cost difference between the default energy mix of 50% eligible renewable/carbon free energy and the 100% eligible renewable energy mix. This premium is calculated to be $0.008 per kWh, which is added to the otherwise applicable rate for the default GreenStart service offering.

SVCE’s data and billing services provider Calpine Energy Solutions has pre-loaded the proposed rates and is prepared to apply them to customer bills immediately after Board approval, by June 10, 2022.

STRATEGIC PLAN
The recommendation supports SVCE Strategic Plan Goal 13 – “Commit to maintaining a strong financial position” and the accompanying measures, “Set balanced rates that maintain customer value and support SVCE’s financial stability” and “Balanced budget that achieves cash reserve targets and maintains customer value”.

FISCAL IMPACT
Under this recommendation, some SVCE rates will be going up slightly, and others down slightly. The estimated financial impact for the FY2021-22 will be a small net reduction in revenue between June and the end of the fiscal year in September, likely less than 1% over that period. There will be no significant impact to monies previously committed to SVCE Programs, or credit amounts committed to CARE/FERA customers between April and November of 2022.

ALTERNATIVE
Alternatives include making no changes to the current rate, or establishing a new pricing policy. Making no changes would mean that some customers would no longer pay less with SVCE than PG&E. Establishing a new pricing policy is likely not warranted by these June 1 rate changes, as they are mostly very minor.

ATTACHMENTS

1. Resolution 2022-15, Approving Customer Generation Rates

2. Updated SVCE Residential and Commercial Rates, Proposed for June 2022 Item 1f
Summary of Key PG&E Rate Changes for June 1, 2022, and Associat ed SVCE Rate Changes Rat e Class PG&E Gen Rat e Change PCIA Change SVCE Gen Rate Change Resident ial E-TOU C 0.50% 0.80% 0.50%
Small Commercial B-1 -0.60% -0.40% -0.60%
Medium Commercial B-lOS -1.70% -1.80% -1.70%
Large Commercial B-19S -1. 10% -0.80% -1.70%
Street lights 3.20% 3.40% 3.20%
1 RESOLUTION 2022-15

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2022-15

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY APPROVING CUSTOMER

GENERATION RATES
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, at the June 8, 2016 Board of Directors Meeting, the Board adopted the policy that the Authority’s customer generation rates for the default service will be 1% lower than Pacific Gas & Electric’s generation rates in place as of January 2017; and the policy allows reexamination of the rates, provided significant deviations in market prices or other extraordinary circumstances mandate an adjustment to the rates; and
WHEREAS, SVCE has a need to adopt customer generation rates that are competitive and contribute to the Authority’s cash reserves to allow the Authority to respond to risk, and
WHEREAS, on February 9, 2022, the Board of Directors adopted Resolution No. 2022-06 which approved the methodology for the customer generation rates that currently are in effect; and
WHEREAS, due to the minor changes in the Power Cost Indifference Charge (PCIA) and in PG&E generation rates and for the reasons described in more detail in the agenda report, staff is recommending SVCE update the generation rates to maintain the current generation rate discount at 1%, effective June 9, 2022; and NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve, determine, and order as follows:

Section 1. The Chief Executive Officer is hereby authorized to amend the Authority’s 2022 Electric Generation Rates Schedule adopted by Resolution No. 2022-06 to provide for a 1% discount from PG&E’s generation rates.

Section 2. The Authority’s electric generation rates, set forth in the 2022 Electric Generation Rates Schedule attached, shall become effective June 9, 2022.

Section 3. Resolution No. 2022-06 is hereby rescinded upon the effective date of the 2022 Electric Generation Rates Schedule.

Item 1f
Attachment 1
2 RESOLUTION 2022-15
ADOPTED AND APPROVED this 8th day of June 2022, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Gibbons
City of Cupertino Director Willey
City of Gilroy Director Hilton
City of Los Altos Director Fligor
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Ellahie
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Abe-Koga
County of Santa Clara Director Ellenberg
City of Saratoga Director Walia
City of Sunnyvale Director Klein

Chair
ATTEST:

Andrea Pizano, Board Secretary
Item 1f
Attachment 1
Item 1f
Attachment 2
Residential Generation Rates
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison r ~'\ SILICON VALLEY ~ CLEAN ENERGY
SVCE Rate
Schedule
E-1
Time of Use
Period
Year-round
E-6 Summer (Jun-Sep)

SUMMER PEAK

SUMMER PART-PEAK

SUMMER OFF-PEAK
Winter (Oct-May)

WI NTER PART-PEAK

WI NTER OFF-PEAK
EV-A, EV-B Summer (May-Oct)

SUMMER PEAK

SUMMER PART-PEAK

SUMMER OFF-PEAK
Winter (Nov-Apr)

WINTER PEAK

WINTER PART-PEAK

WINTER OFF-PEAK
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
$ 0.12942 $ 0.15022 $ 0.15174 Rates applicable to all usage throughout the year $ 0.25760 $ 0.27840 $ 0.28121 3:00 p.m. to 8:00 p.m. Monday through Friday $ 0.17550 $ 0.19630 $ 0.19828 12:00 p.m. to 3 :00 p.m . AND 8:00 p.m. to 10:00 p.m. Monday through Friday, 5 :00 p.m. to 8 :00 p.m. Saturday and Sunday
$ 0.10602 $ 0.12682 $ 0.12810 All other times including Holidays $ 0.14290 $ 0.16370 $ 0.16535 5:00 p.m. to 8:00 p.m. Monday through Friday $ 0.10943 $ 0.13023 $ 0.13155 All other times including Holidays $ 0.28932 $ 0.31012 $ 0.31325 2 :00 p.m. to 9:00 p.m. Monday through Friday, 3 :00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays
$ 0.14728 $ 0.16808 $ 0.16978 7 :00 a.m. to 2:00 p.m. and 9 :00 p.m . to 11:00 p.m. Monday through Friday, except holidays
$ 0.10137 $ 0.12217 $ 0.12340 All ot her hours
$ 0.09680 $ 0.11760 $ 0.11879 2 :00 p.m. to 9:00 p.m. Monday through Friday. 3 :00 p.m. to 7 :00 p.m. Saturday, Sunday and Holidays
$ 0.07220 $ 0.09300 $ 0.09394 7: 00 a.m. to 2 :00 p.m. and 9 :00 p.m . to 11:00 p.m. Monday through Friday, except holidays
$ 0.07220 $ 0.09300 $ 0.09394 All other hours
Item 1f
Attachment 2
Residential Generation Rates
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison rA, s1L1coN vALLEY ~ CLEAN ENERGY SVCE Rate
Schedule
EV-2A

E-TOU-B
Time of Use
Period
Summer (Jun-Sep)

SUMMER PEAK

SUMMER PART-PEAK

SUMMER OFF-PEAK
Winter (Oct-May)

WINTER PEAK

WINTER PART-PEAK

WINTER OFF-PEAK
Summer (Jun-Sep)

SUMMER PEAK

SUMMER OFF-PEAK
Winter (Oct-May)

WINTER PEAK

WINTER OFF-PEAK
SVCE
Generation
Rates1
$ 0.19606
$ 0.15180
$ 0.11107
$ 0.13976
$ 0.12739
$ 0.10415
$ 0.24830
$ 0.12647
$ 0.14336
$ 0.10495
SVCE
Generation
Service2
$ 0.21686
$ 0.17260
$ 0.13187
$ 0.16056
$ 0.14819
$ 0.12495
$ 0.26910
$ 0.14727
$ 0.16416
$ 0.12575
PG&E
Generation
Service3
$ 0.21905
$ 0.17434
$ 0.13320
$ 0.16218
$ 0.14969
$ 0.12621
$ 0.27182
$ 0.14876
$ 0.16582
$ 0.12702
Notes
4:00 p.m. to 9:00 p.m. every day including weekends and holidays 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
All other hours
4:00 p.m. to 9:00 p.m. every day including weekends and holidays 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
All other hours
4:00 p.m. to 9:00 p.m. Monday through Friday
All other times including Holidays
4:00 p.m. to 9:00 p.m. Monday through Friday
All other times including Holidays
Item 1f
Attachment 2
Residential Generation Rates
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison rA, s1L1coN vALLEY ~ CLEAN ENERGY SVCE Rate
Schedule

E-TOU-C

E-TOU-D
Green Prime
Time of Use
Period
Summer (Jun-Sep)

SUMMER PEAK

SUMMER OFF-PEAK
Winter (Oct-May)

WINTER PEAK

WINTER OFF-PEAK
Summer (Jun-Sep)

SUMMER PEAK

SUMMER OFF-PEAK
Winter (Oct-May)

WINTER PEAK

WINTER OFF-PEAK
SVCE
Generation
Rates1
$ 0.17872
$ 0.12582
$ 0.13044
$ 0.11557
$ 0.20786
$ 0.10395
$ 0.16740
$ 0.13267
SVCE
Generation
Service2
$ 0.19952
$ 0.14662
$ 0.15124
$ 0.13637
$ 0.22866
$ 0.12475
$ 0.18820
$ 0.15347
+ $ 0.00800
PG&E
Generation
Service3
$ 0.20154
$ 0.14810
$ 0.15277
$ 0.13775
$ 0.23097
$ 0.12601
$ 0.19010
$ 0.15502
1 SVCE Generation Rates, without added PG&E fees, effective 6/9/2022 Notes
4:00 p.m. to 9:00 p.m. everyday
All other times
4:00 p.m. to 9:00 p.m. everyday
All other times
5:00 p.m. to 8 :00 p.m. Monday - Friday
All other times including Holidays
5:00 p.m. to 8 :00 p.m. Monday - Friday
All other times including Holidays
Same as applicable rate, with $0.008/kWh adder for 100% Renewable energy 2 SVCE Generation Service reflects our price for Generation, with added PG&E fees (PCIA and Franchise Fees), effective 6/9/2022 3 PG&E Generation service rate effective 6/ 1//2022
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Small Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
A-1-A
A-1-B
B-1
Time of Use
Period
Summer (May-Oct)
Winter (Nov-Apr)
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.14130
$ 0.10156
$ 0. 14450
$ 0. 14450
$ 0. 12004
$ 0. 11406
$ 0. 11348
$ 0. 18497
$ 0. 13623
$ 0. 11564
$ 0. 13027
$ 0. 11433
$ 0.09807
SVCE
Generation
Service 2
$ 0.16109
$ 0.12135
$ 0.16429
$ 0.16429
$ 0.13983
$ 0.13385
$ 0.13327
$ 0.20476
$ 0.15602
$ 0.13543
$ 0.15006
$ 0.13412
$ 0.11786
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
PG&E
Generation
Service3
$ 0.16272
$ 0.12258
$ 0.16595
$ 0.16595
$ 0.14124
$ 0.13520
$ 0.13462
$ 0.20683
$ 0.15760
$ 0.13680
$ 0.15 158
$ 0.13547
$ 0. 11905
Notes
Quick Access to Rates
Small Commercial Agriculture
Medium Commercial stand By
Commercial EV
Large Commercial
Lighting
Rates applicable to all usage t hroughout the season
Rates applicable to all usage t hroughout the season
12 Noon to 6 P.M. Monday through Friday (except holidays) 8:30 A.M. to 12 Noon and 6 P.M. to 9 :30 P. M. Monday t hrough Friday (except holidays) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Sat urday and Sunday, holidays 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Sat urday and Sunday, holidays 4:00 p.m. to 9:00 p. m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m . to 11:00 p.m.; Every day, including weekends and holidays All other hours
4 :00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9 :00 a .m. to 2:00 p.m.; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Small Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
A-6
B-6
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (Jun-Sep)
PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.20694
$ 0.15807
$ 0.12625
$ 0.11697
$ 0.11627
$ 0. 18740
$ 0.11696
$ 0. 12451
$ 0. 10763
$ 0.09138
SVCE
Generation
Service 2
$ 0.22673
$ 0.17786
$ 0.14604
$ 0.13676
$ 0.13606
$ 0.20719
$ 0.13675
$ 0.14430
$ 0.12742
$ 0.11117
PG&E
Generation
Service3
$ 0 .22902
$ 0 .17966
$ 0 .14752
$ 0.13814
$ 0.13743
$ 0.20928
$ 0.13813
$ 0.14576
$ 0.1287 1
$ 0.11229
Notes
rA, sIL1coN vALLEY ~ CLEAN ENERGY
12 Noon to 6 P.M. Monday through Friday (except holidays) 8 :30 A.M. to 12 Noon and 6 P.M. to 9:30 P.M . Monday t hrough Friday (except holidays) 9 :30 P.M. to 8 :30 A.M. Monday through Friday, all day Saturday and Sunday, holidays 8 :30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 9 :30 P.M. to 8 :30 A.M. Monday through Friday and all day Sat urday and Sunday, holidays 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9 :00 a.m. to 2:00 p.m.; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
A-10-A
A-10-B
A-10-B-P
Time of Use
Period
Summer (May-Oct)
SUMMER MAX (kW)
Winter (Nov-Apr)
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
SUMMER MAX (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
SUMMER MAX (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.14101
$ -
$ 0.11947
$ 0. 15435
$ 0. 15435
$ 0. 12784
$ -
$ 0. 12008
$ 0. 11938
$ 0. 14050
$ 0. 14050
$ 0. 11543
$ -
$ 0. 10809
$ 0.10742
SVCE
Generation
Service2
$ 0.16202
$ -
$ 0.14048
$ 0.17536
$ 0.17536
$ 0.14885
$ -
$ 0.14109
$ 0.14039
$ 0.16151
$ 0.16151
$ 0.13644
$ -
$ 0.12910
$ 0.12843
PG&E
Generation
Service3
$ 0.16366
$ -
$ 0.14190
$ 0.17713
$ 0.17713
$ 0.15035
$ -
$ 0.14252
$ 0.14181
$ 0.16314
$ 0.16314
$ 0.13782
$ -
$ 0.13040
$ 0.12973
Notes
rA'\ SILICON VALLEY ~ CLEAN ENERGY
Rates applicable to all usage t hroughout the season
Rates applicable to all usage t hroughout the season
12 Noon to 6 P.M. Monday through Friday (except holidays) 8:30 A.M. to 12 Noon and 6 P.M. to 9 :30 P.M. Monday through Friday (except holidays) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Sat urday and Sunday, holidays 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 9:30 P.M. to 8 :30 A.M. Monday through Friday, all day Sat urday and Sunday, holidays 12 Noon to 6 P.M. Monday through Friday (except holidays) 8:30 A.M. to 12 Noon and 6 P. M. to 9 :30 P.M. Monday t hrough Friday (except holidays) 9:30 P.M. to 8 :30 A.M . Monday through Friday, all day Sat urday and Sunday, holidays 8 :30 A.M. to 9 :30 P.M . Monday through Friday (except holidays) 9 :30 P.M. to 8:30 A.M . Monday through Friday, all day Sat urday and Sunday, holidays Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
A-10-B-T
B-10-S
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
SUMMER MAX (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.12321
$ 0. 12321
$ 0.09881
$ -
$ 0.09164
$ 0.09099
$ 0.21017
$ 0. 14910
$ 0. 11686
$ 0. 15272
$ 0.11759
$ 0.08161
SVCE
Generation
Service2
$ 0.14422
$ 0.14422
$ 0.11982
$ -
$ 0.11265
$ 0.11200
$ 0.23118
$ 0.17011
$ 0.13787
$ 0.17373
$ 0.13860
$ 0.10262
PG&E
Generation
Service3
$ 0.14568
$ 0.14568
$ 0.12103
$ -
$ 0.11379
$ 0.11313
$ 0.23352
$ 0.17183
$ 0.13926
$ 0.17548
$ 0.14000
$ 0.10366
Notes
rA'\ SILICON VALLEY ~ CLEAN ENERGY
12 Noon to 6 P.M. Monday through Friday (except holidays) 8:30 A.M. to 12 Noon and 6 P.M. to 9 :30 P.M . Monday t hrough Friday (except holidays) 9:30 P.M. to 8:30 A.M. Monday through Friday, all day Sat urday and Sunday, holidays 8:30 A.M. to 9:30 P.M. Monday through Friday (except holidays) 9:30 P.M. to 8 :30 A.M. Monday through Friday, all day Sat urday and Sunday, holidays 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m . to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Eve,y day, including weekends and holidays All other hours
9 :00 a.m. to 2 :00 p.m .; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
B-10-P
B-10-T
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.19486
$ 0. 137 14
$ 0. 10661
$ 0. 14078
$ 0. 10747
$ 0.07150
$ 0. 17227
$ 0. 11610
$ 0.08633
$ 0. 11975
$ 0.08724
$ 0.05126
SVCE
Generation
Service 2
$ 0.21587
$ 0.15815
$ 0.12762
$ 0.16179
$ 0.12848
$ 0.09251
$ 0.19328
$ 0.13711
$ 0.10734
$ 0.14076
$ 0.10825
$ 0.07227
PG&E
Generation
Service3
$ 0.21805
$ 0.15975
$ 0.12891
$ 0.16342
$ 0.12978
$ 0.09344
$ 0.19523
$ 0.13849
$ 0.10842
$ 0.14218
$ 0.10934
$ 0.07300
Notes
rA, s1L1coN vALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2: 00 p. m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p. m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m . to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9 :00 a.m. to 2:00 p.m. ; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Medium Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
BEVl
BEV2S
BEV2P
Time of Use
Period
Summer /Winter
PEAK

OFF-PEAK

SUPER OFF-PEAK
Summer /Winter
PEAK

OFF-PEAK

SUPER OFF-PEAK
Summer/Winter
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.27257
$ 0.09183
$ 0.06669
$ 0.28903
$ 0.08771
$ 0.06256
$ 0.27876
$ 0.08474
$ 0.06078
SVCE
Generation
Service2
$ 0.28954
$ 0.10880
$ 0.08366
$ 0.30865
$ 0.10733
$ 0.08218
$ 0.29838
$ 0.10436
$ 0.08040
PG&E
Generation
Service3
$ 0.29246
$ 0.10990
$ 0.08451
$ 0.31177
$ 0.10841
$ 0.0830 1
$ 0.30 139
$ 0.10541
$ 0.08 121
Notes
rt,'\ SILICON VALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 9 :00 a.m.; Every day, including weekends and holidays All other hours; Every day, including weekends and holidays 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p. m. and 9 :00 p.m . to 9 :00 a.m.; Every day, including weekends and holidays All other hours; Every day, including weekends and holidays 4:00 p.m. to 9:00 p.m.; Eve,y day, including weekends and holidays 2:00 p.m. to 4 :00 p. m. and 9 :00 p.m . to 9 :00 a.m.; Every day, including weekends and holidays All other hours; Every day, including weekends and holidays Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
E-19-S
E-19-P
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.09667
$ 0.09667
$ 0.09075
$ 12.06
$ 12.06
$ 0.08819
$ 0.08749
$ 0.08595
$ 0.08595
$ 0.08029
$ 10.60
$ 10.60
$ 0.07784
$ 0.07718
SVCE
Generation
Service2
$ 0.11650
$ 0.11650
$ 0.11058
$ 12.06
$ 12.06
$ 0.10802
$ 0.10732
$ 0.10578
$ 0.10578
$ 0.10012
$ 10.60
$ 10.60
$ 0.09767
$ 0.09701
PG&E
Generation
Service3
$ 0 .11768
$ 0 .11768
$ 0 .11170
$ 12.18
$ 12.18
$ 0 .10911
$ 0 .10840
$ 0 .10685
$ 0 .10685
$ 0 .10113
$ 10.71
$ 10.71
$ 0 .09866
$ 0 .09799
Notes
rt,'\ SILICON VALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8:30 a.m. to 12:00 noon Monday through Friday AND
6:00 p.m. to 9:30 o.m. Mondav throuoh Fridav (exceot holidavs) 9:30 p.m. to 8:30 a.m. Monday through Friday, and
All dav Saturdav Sundav and holidavs
8:30 a.m. to 9 :30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday,
All day Saturday, Sunday, and holidays
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8:30 a.m. to 12:00 noon Monday through Friday AND
6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and
Al l dav Saturdav Sundav and holidavs
8:30 a.m. to 9 :30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8 :30 a.m. Monday through Friday,
All dav Saturdav Sundav and holidavs
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
E-19-T
E-19-R-S
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.07670
$ 0.07670
$ 0.07110
$ 11.72
$ 11.72
$ 0.06870
$ 0.06804
$ 0.16424
$ 0.14704
$ 0.11803
$ 0.11546
$ 0.11476
SVCE
Generation
Service2
$ 0.09653
$ 0.09653
$ 0.09093
$ 11.72
$ 11.72
$ 0.08853
$ 0.08787
$ 0.18407
$ 0.16687
$ 0.13786
$ 0.13529
$ 0.13459
PG&E
Generation
Service3
$ 0 .09751
$ 0 .09751
$ 0 .09185
$ 11.84
$ 11.84
$ 0 .08942
$ 0 .08876
$ 0 .18593
$ 0 .16856
$ 0 .13925
$ 0 .13666
$ 0 .13595
Notes
/'A'\ SILICON VALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8:30 a.m. to 12:00 noon Monday through Friday AND
6:00 p.m. to 9:30 o.m. Monday throuah Fridav (exceot holidavs) 9:30 p.m. to 8:30 a.m. Monday through Friday, and
All day Saturday Sunday and holidays
8:30 a.m. to 9 :30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday,
All day Saturday, Sunday, and holidays
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8:30 a.m. to 12:00 noon Monday through Friday AND
6:00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday, and
Al l day Saturday Sunday and holidavs
8:30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 9:30 p.m. to 8:30 a.m. Monday through Friday,
All day Saturday, Sunday, and holidays
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
E-19-R-P
E-19-R-T
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.14953
$ 0. 13424
$ 0.10854
$ 0.10610
$ 0.10543
$ 0.14486
$ 0. 13139
$ 0.10892
$ 0.10651
$ 0.10586
SVCE
Generation
Service2
$ 0.16936
$ 0.15407
$ 0.12837
$ 0.12593
$ 0.12526
$ 0.16469
$ 0.15122
$ 0.12875
$ 0.12634
$ 0.12569
PG&E
Generation
Service3
$ 0.17107
$ 0.15563
$ 0.12967
$ 0.12720
$ 0.12653
$ 0.16635
$ 0.15275
$ 0.13005
$ 0.12762
$ 0.12696
Notes
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 p.m. to 9:30 o.m. Mondav throuoh Fridav (exceot holidavs) 9 :30 p.m. to 8:30 a .m. Monday through Friday, and
All dav Saturdav Sundav and holidavs
8 :30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday,
All day Saturday Sunday and holidays
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday, and
All day Saturday, Sunday, and holidays
8 :30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday,
All day Saturday, Sunday, and holidays
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
B-19-S
B-19-P
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
PEAK
PART-PEAK (kW)
Winter (Oct-May)

PART-PEAK

OFF-PEAK

SUPER OFF-PEAK
PEAK (kW)
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Oct-May)

PART-PEAK

OFF-PEAK

SUPER OFF-PEAK
PEAK (kW)
SVCE
Generation
Rates1
$ 0.15180
$ 0. 11497
$ 0.08891
$ 18.51
$ 2.69
$ 0. 12840
$ 0.08881
$ 0.03571
$ 2.20
$ 0. 13487
$ 0. 10637
$ 0.08158
$ 15.86
$ 2.33
$ 0. 11829
$ 0.08188
$ 0.03007
$ 1.62
SVCE
Generation
Service2
$ 0.17163
$ 0.13480
$ 0.10874
$ 18.51
$ 2.69
$ 0.14823
$ 0.10864
$ 0.05554
$ 2.20
$ 0.15470
$ 0.12620
$ 0.10141
$ 15.86
$ 2.33
$ 0.13812
$ 0.10171
$ 0.04990
$ 1.62
PG&E
Generation
Service3
$ 0.17336
$ 0.13616
$ 0.10984
$ 18.70
$ 2.72
$ 0.14973
$ 0.10974
$ 0.05610
$ 2.22
$ 0.15626
$ 0.12747
$ 0.10243
$ 16.02
$ 2.35
$ 0.13952
$ 0.10274
$ 0.05040
$ 1.64
Notes
rA, s1L1coN vALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2: 00 p. m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p. m. and 9 :00 p.m . to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Eve,y day, including weekends and holidays All other hours
9:00 a.m. to 2 :00 p.m .; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
B-19-T
B-19-R-S
/ B-19-ST-S
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Oct-May)

PART-PEAK

OFF-PEAK

SUPER OFF-PEAK
PEAK (kW)
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.11936
$ 0. 10763
$ 0.08266
$ 13.80
$ 3.46
$ 0. 11857
$ 0.08321
$ 0.03120
$ 1.33
$ 0.27601
$ 0.14180
$ 0. 10367
$ 0. 14550
$ 0. 10360
$ 0.06814
SVCE
Generation
Service2
$ 0.13919
$ 0.12746
$ 0.10249
$ 13.80
$ 3.46
$ 0.13840
$ 0.10304
$ 0.05103
$ 1.33
$ 0.29584
$ 0.16163
$ 0.12350
$ 0.16533
$ 0.12343
$ 0.08797
PG&E
Generation
Service3
$ 0.14060
$ 0.12875
$ 0.10353
$ 13.94
$ 3.49
$ 0.13980
$ 0.10408
$ 0.05 155
$ 1.34
$ 0.29883
$ 0.16326
$ 0.12475
$ 0.16700
$ 0.12468
$ 0.08886
Notes
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2: 00 p. m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2 :00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2:00 p.m.; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
B-19-R-P /
B-19-ST-P
B-19-R-T /
B-19-ST-T
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.25425
$ 0.13195
$ 0.09691
$ 0.13429
$ 0.09702
$ 0.06156
$ 0.22124
$ 0.14056
$ 0.09883
$ 0.13238
$ 0.09904
$ 0.06358
SVCE
Generation
Service2
$ 0.27408
$ 0.15178
$ 0.11674
$ 0.15412
$ 0.11685
$ 0.08139
$ 0.24107
$ 0.16039
$ 0.11866
$ 0.15221
$ 0.11887
$ 0.08341
PG&E
Generation
Service3
$ 0.27685
$ 0.15331
$ 0.11792
$ 0.15568
$ 0.11803
$ 0.08221
$ 0.24351
$ 0.16201
$ 0.11986
$ 0.15375
$ 0.12007
$ 0.08425
Notes
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2:00 p.m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2:00 p.m.; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
E-20-S
E-20-P
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.092 15
$ 0.092 15
$ 0.08629
$ 11.57
$ 11.57
$ 0.08373
$ 0.08303
$ 0.08933
$ 0.08933
$ 0.08362
$ 12.42
$ 12.42
$ 0.08118
$ 0.08051
SVCE
Generation
Service2
$ 0.11050
$ 0.11050
$ 0.10464
$ 11.57
$ 11.57
$ 0.10208
$ 0.10138
$ 0.10733
$ 0.10733
$ 0.10162
$ 12.42
$ 12.42
$ 0.09918
$ 0.09851
PG&E
Generation
Service3
$ 0.11162
$ 0.11162
$ 0 .10570
$ 11.69
$ 11.69
$ 0 .10311
$ 0.10240
$ 0.10841
$ 0.10841
$ 0 .10265
$ 12.55
$ 12.55
$ 0 .10018
$ 0.09951
Notes
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 p.m. to 9:30 o.m. Mondav throuoh Fridav (exceot holidavs) 9 :30 p.m. to 8:30 a.m. Monday through Friday, and
All dav Saturdav Sundav and holidavs
8 :30 a.m. to 9 :30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a.m. Monday through Friday,
All day Saturday, Sunday, and holidays
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 p.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a.m. Monday through Friday, and
All day Saturday, Sunday, and holidays
8 :30 a.m. to 9 :30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8 :30 a.m. Monday through Friday,
All dav Saturdav Sundav and holidavs
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
E-20-T
E-20-R-S
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.07706
$ 0.07706
$ 0.07144
$ 14.87
$ 14.87
$ 0.06904
$ 0.06838
$ 0.149 17
$ 0. 13435
$ 0.10758
$ 0.10501
$ 0.10431
SVCE
Generation
Service2
$ 0.09436
$ 0.09436
$ 0.08874
$ 14.87
$ 14.87
$ 0.08634
$ 0.08568
$ 0.16752
$ 0.15270
$ 0.12593
$ 0.12336
$ 0.12266
PG&E
Generation
Service3
$ 0.0953 1
$ 0.0953 1
$ 0.08964
$ 15.02
$ 15.02
$ 0.08721
$ 0.08655
$ 0.16921
$ 0.15424
$ 0.12720
$ 0.12461
$ 0.12390
Notes
rA'\ SILICON VALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 p.m. to 9:30 o.m. Mondav throuoh Fridav (exceot holidavs) 9 :30 p.m. to 8:30 a .m. Monday through Friday, and
All dav Saturdav Sundav and holidavs
8 :30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday,
All day Saturday, Sunday, and holidays
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 o.m. to 9:30 o.m. Mondav throuoh Fridav (except holidavs) 9 :30 p.m. to 8:30 a .m. Monday through Friday, and
All day Saturday Sunday and holidays
8 :30 a.m. to 9 :30 p. m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday,
All dav Saturdav Sundav and holidavs
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
E-20-R-P
E-20-R-T
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.15058
$ 0. 13328
$ 0.10582
$ 0.10337
$ 0.10271
$ 0.14568
$ 0. 12842
$ 0.10127
$ 0.09887
$ 0.09821
SVCE
Generation
Service 2
$ 0.16858
$ 0.15128
$ 0.12382
$ 0.12137
$ 0.12071
$ 0.16298
$ 0.14572
$ 0.11857
$ 0.11617
$ 0.11551
PG&E
Generation
Service3
$ 0.17028
$ 0.15281
$ 0.12507
$ 0.12260
$ 0.12 193
$ 0.16463
$ 0.14719
$ 0.11977
$ 0.11734
$ 0.11668
Notes
rt;'\ SILICON VALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 p.m. to 9:30 o.m. Mondav throuoh Fridav (exceot holidavs) 9 :30 p.m. to 8:30 a .m. Monday through Friday, and
All dav Saturdav Sundav and holidavs
8 :30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday,
All day Saturday, Sunday, and holidays
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon Monday through Friday AND
6 :00 p.m. to 9:30 o.m. Mondav throuoh Fridav (exceot holidavs) 9 :30 p.m. to 8:30 a .m. Monday through Friday, and
All day Saturday, Sunday, and holidays
8 :30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday,
All day Saturday Sunday and holidays
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
B-20-S
B-20-P
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
PEAK (kW)
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
PEAK (kW)
SVCE
Generation
Rates1
$ 0.14505
$ 0. 11196
$ 0.08583
$ 17.38
$ 2.52
$ 0. 12534
$ 0.08562
$ 0.03241
$ 2.22
$ 0. 14236
$ 0. 10668
$ 0.08180
$ 19 .49
$ 2.68
$ 0. 11965
$ 0.08186
$ 0.02825
$ 2.25
SVCE
Generation
Service 2
$ 0.16340
$ 0.13031
$ 0.10418
$ 17.38
$ 2.52
$ 0.14369
$ 0.10397
$ 0.05076
$ 2.22
$ 0.16036
$ 0.12468
$ 0.09980
$ 19.49
$ 2.68
$ 0.13765
$ 0.09986
$ 0.04625
$ 2.25
PG&E
Generation
Service3
$ 0.16505
$ 0.13163
$ 0.10523
$ 17.56
$ 2.55
$ 0.14514
$ 0.10502
$ 0.05 127
$ 2.24
$ 0.16 198
$ 0.12594
$ 0.10081
$ 19.69
$ 2.71
$ 0.13904
$ 0.10087
$ 0.04672
$ 2.27
Notes
rA, s1L1coN vALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2: 00 p.m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p. m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m . to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9 :00 a.m. to 2:00 p.m.; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
B-20-T
B-20-R-S /
B-20-ST-S
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
PEAK (kW)
PART-PEAK (kW)
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
PEAK (kW)
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.12333
$ 0. 10082
$ 0.07570
$ 20.41
$ 4.86
$ 0. 11728
$ 0.07186
$ 0.02650
$ 2.72
$ 0.26371
$ 0. 13229
$ 0.09520
$ 0. 13837
$ 0.09507
$ 0.05968
SVCE
Generation
Service 2
$ 0.14063
$ 0.11812
$ 0.09300
$ 20.41
$ 4.86
$ 0.13458
$ 0.08916
$ 0.04380
$ 2.72
$ 0.28206
$ 0.15064
$ 0.11355
$ 0.15672
$ 0.11342
$ 0.07803
PG&E
Generation
Service3
$ 0.14205
$ 0.1193 1
$ 0.09394
$ 20.62
$ 4.91
$ 0.13594
$ 0.09006
$ 0.04424
$ 2.75
$ 0.28491
$ 0.15216
$ 0.11470
$ 0.15830
$ 0.11457
$ 0.07882
Notes
rA'\ SILICON VALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2: 00 p.m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p. m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9 :00 a.m. to 2:00 p.m. ; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Large Commercial
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
B-20-R-P /
B-20-ST-P
B-20-R-T /
B-20-ST-T
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
SVCE
Generation
Rates1
$ 0.25538
$ 0. 12777
$ 0.09341
$ 0. 133 13
$ 0.09346
$ 0.05807
$ 0.25492
$ 0. 13749
$ 0.08774
$ 0. 13733
$ 0.08485
$ 0.05238
SVCE
Generation
Service2
$ 0.27338
$ 0.14577
$ 0.11141
$ 0.15113
$ 0.11146
$ 0.07607
$ 0.27222
$ 0.15479
$ 0.10504
$ 0.15463
$ 0.10215
$ 0.06968
PG&E
Generation
Service3
$ 0.27614
$ 0.14724
$ 0.11254
$ 0.15266
$ 0.11259
$ 0.07684
$ 0.27497
$ 0.15635
$ 0.10610
$ 0.15619
$ 0.10318
$ 0.07038
Notes
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2 :00 p.m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p. m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9 :00 a.m. to 2 :00 p.m.; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-1-A
AG-1-B
AG-Al
AG-A2
Time of Use
Period
Summer (May-Oct)

SUMMER MAX
Winter (Nov-Apr)
Summer (May-Oct)

SUMMER MAX
Winter (Nov-Apr)
Summer (Jun-Sep)
PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK
Summer (Jun-Sep)
PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.10082
$ 2.54
$ 0.08766
$ 0.11209
$ 3.95
$ 0.07981
$ 0.23549
$ 0.11701
$ 0.11372
$ 0.08754
$ 0.23549
$ 0.11701
$ 0.11372
$ 0.08754
SVCE
Generation
Service2
$ 0.11941
$ 2.54
$ 0.10625
$ 0.13068
$ 3.95
$ 0.09840
$ 0.25408
$ 0.13560
$ 0.13231
$ 0.10613
$ 0.25408
$ 0.13560
$ 0.13231
$ 0.10613
PG&E
Generation
Service3
$ 0 .12062
$ 2.57
$ 0 .10732
$ 0.13200
$ 3.99
$ 0.09939
$ 0.25665
$ 0.13697
$ 0.13365
$ 0.10720
$ 0.25665
$ 0.13697
$ 0.13365
$ 0 .10720
Notes
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
Rates applicable to all usage throughout the season
Rates applicable to all usage throughout the season
Rates applicable to all usage throughout the season
Rates applicable to all usage throughout the season
5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays All other hours
5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays All other hours
5:00 p.m. to 8 :00 p.m.; Eve,y day, including weekends and holidays All other hours
5:00 p.m. to 8 :00 p.m.; Eve,y day, including weekends and holidays All other hours
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-RA
AG-RB
AG-FA
Time of Use
Period
Summer (May-Oct)
PEAK

OFF-PEAK
SUMMER
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

OFF-PEAK
MAX
PEAK
Wmter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (Jun-Sep)
PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.14634
$ 0.09684
$ 1.92
$ 0.08394
$ 0.08324
$ 0.13393
$ 0.09072
$ 2.85
$ 0.81
$ 0.08274
$ 0.08203
$ 0.20140
$ 0.12503
$ 0.11493
$ 0.08875
SVCE
Generation
Service 2
$ 0.16493
$ 0.11543
$ 1.92
$ 0.10253
$ 0.10183
$ 0.15252
$ 0.10931
$ 2.85
$ 0.81
$ 0.10133
$ 0.10062
$ 0.21999
$ 0.14362
$ 0.13352
$ 0.10734
PG&E
Generation
Service3
$ 0.16660
$ 0.11660
$ 1.94
$ 0.10357
$ 0.10286
$ 0.15406
$ 0.11041
$ 2.88
$ 0.82
$ 0.10235
$ 0.10164
$ 0.22221
$ 0.14507
$ 0.13487
$ 0.10842
Notes
rt,'\ SILICON VALLEY \.!I CLEAN ENERGY
Group I 12:00 noon to 6:00 p.m. Monday, Tuesday, Wednesday Grouo II 12:00 noon to 6 :00 n,m. Wednesdav Thursdav Fridav All ot her hours Monday through Friday
All dav Saturdav Sundav holida"S
8 :30 a.m. to 9 :30 p.m . Monday through Friday
All other hours Monday through Friday
All dav Saturdav Sundav holida"S
Group I 12:00 noon to 6:00 p.m. Monday, Tuesday, Wednesday Grouo II 12:00 noon to 6 :00 n.m. Wednesdav Thursdav Fridav All other hours Monday through Friday
All dav Saturdav Sundav holida"S
8 :30 a.m. to 9:30 p.m . Monday through Friday
All ot her hours Monday through Friday
All dav Saturdav Sundav holidavs
5 :00 p.m . to 8 :00 p.m.; Every day, including weekends and holidays, except for t he special off-peak da"S bv Groun as indicat ed below
All other hours and all day for the days indicated by these options : Option 1) Wednesday and Thursdav· Ontion 2l Sat urdav and Sundav· Ontion 3l Mondav and Fridav 5 :00 p.m . to 8 :00 p.m.; Every day, including weekends and holidays, except for t he special off-peak davs bv Grouo as indicat ed below
Al l other hours and all day for the days indicated by these options : Option 1) Wednesday and Thursdav· Ontion 2l Sat urdav and Sundav· Ontion 3l Mondav and Fridav Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-FB
AG-FC
Time of Use
Period
Summer (Jun-Sep)
PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK
Summer (Jun-Sep)
PEAK

OFF-PEAK
MAX
Wmter (Oct-May)
SVCE
Generation
Rates1
$ 0.21998
$ 0.13948
$ 0.12754
$ 0.10136
$ 0.13680
$ 0.10709
$ 15.31
SVCE
Generation
Service2
$ 0.23857
$ 0.15807
$ 0.14613
$ 0.11995
$ 0.15539
$ 0.12568
$ 15.31
PG&E
Generation
Service3
$ 0.24098
$ 0.15967
$ 0.14761
$ 0.12116
$ 0.15696
$ 0.12695
$ 15.46
Notes
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
5 :00 p.m. to 8:00_p.m.; Every day, including weekends and holidays, except for t he special off-peak · n 1) Wednesday and
5 :00 p.m. to 8:00_p.m.; Every day, including weekends and holidays, except for t he special off-peak · n 1) Wednesday and
5 :00 p.m. to 8:00 p.m.; Every day, including weekends and holidays, except for t he special off-peak l..1_, hu r.rn"n '"' · · L-1-, ..

All ot her hours and all day for the days indicated by these options: Option 1) Wednesday and ITh .. ,r-'~· . nn,;nn ')\ C'-• .. --'-· ~n-' c::, ,n-'~· . ()~•'-- "!\ Mn--'-· ---' ,=, ;,I PEAK $ 0.12252 $ 0.14111 $ 0 _14254 5 :00 p.m. to 8:00_p.m.; Every day, including weekends and holidays, except for t he special off-peak OFF-PEAK $ 0.09634 $ 0.11493 $
AG-VA Summer (May-Oct)
Group I 12:00 noon to 4:00 p.m. Monday through Friday
PEAK $ 0.13552 $ 0.15411 $ 0.15567 Group II 1:00 p.m . to 5: 00 p.m. Monday through Friday Group III 2 :00 p.m. to 6 :00 p.m . Monday t hrough Friday OFF-PEAK $ 0.09362 $ 0.11221 $ 0.11334 All other hours Monday through Friday l /\ 11 -' C'~• .. --'-.u c •- -'-•
SUMMER $ 2.02 $ 2.02 $ 2.04
Winter (Nov-Apr)
PART-PEAK $ 0.082 14 $ 0.10073 $ 0.10175 8 :30 a.m. to 9 :30 p.m. Monday through Friday OFF-PEAK $ 0.08144 $ 0.10003 $ 0.10104 All other hours Monday through Friday All dav Saturda" Sundau holida"s
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-VB
AG-4-A
Time of Use
Period
Summer (May-Oct)
PEAK

OFF-PEAK
MAX
PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

OFF-PEAK
SUMMER
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.12393
$ 0.08656
$ 2.63
$ 0.84
$ 0.07650
$ 0.07580
$ 0.11861
$ 0.09626
$ 2.00
$ 0.08531
$ 0.08461
SVCE
Generation
Service 2
$ 0.14252
$ 0.10515
$ 2.63
$ 0.84
$ 0.09509
$ 0.09439
$ 0.13720
$ 0.11485
$ 2.00
$ 0.10390
$ 0.10320
PG&E
Generation
Service3
$ 0.14396
$ 0.10621
$ 2.66
$ 0.85
$ 0.09605
$ 0.09534
$ 0.13859
$ 0.11601
$ 2.02
$ 0.10495
$ 0.10424
Notes
rt,'\ SILICON VALLEY \.!I CLEAN ENERGY
Group I 12:00 noon to 4:00 p.m. Monday through Friday
Group II 1:00 p.m . to 5 :00 p.m. Monday through Friday Group III 2:00 p.m. to 6 :00 p.m . Monday t hrough Friday All ot her hours Monday through Friday
All day Saturday, Sunday, holidays
8 :30 a.m. to 9:30 p.m. Monday through Friday
All ot her hours Monday through Friday
All day Saturday, Sunday, holidays
12:00 noon to 6:00 p.m. Monday through Friday
All ot her hours Monday through Friday
All day Saturday, Sunday, holidays
8 :30 a.m. to 9 :30 p.m. Monday through Friday
All other hours Monday through Friday
All day Sat urday, Sunday, holidays
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-4-B
AG-4-C
Time of Use
Period
Summer (May-Oct)
PEAK

OFF-PEAK
MAX
PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK

PART-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.11740
$ 0. 10476
$ 3.62
$ 0.97
$ 0.09586
$ 0.095 18
$ 0.09436
$ 0.07940
$ 0.07396
$ 4.81
$ 3.60
$ 0.07407
$ 0.07337
SVCE
Generation
Service 2
$ 0.13599
$ 0.12335
$ 3 .62
$ 0.97
$ 0.11445
$ 0.11377
$ 0.11295
$ 0.09799
$ 0.09255
$ 4.81
$ 3.60
$ 0.09266
$ 0.09196
PG&E
Generation
Service3
$ 0.13736
$ 0.12460
$ 3.66
$ 0.98
$ 0.11561
$ 0.11492
$ 0.11409
$ 0.09898
$ 0.09348
$ 4.86
$ 3.64
$ 0.09360
$ 0.09289
Notes
rA'\ SILICON VALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday
All ot her hours Monday through Friday
All day Saturday Sunday holidays
8 :30 a.m. to 9:30 p.m. Monday through Friday
All other hours Monday through Friday
All day Saturday, Sunday, holidays
12:00 noon to 6:00 p.m. Monday through Friday
8 :30 a.m. to 12:00 p.m. Monday t hrough Friday AND
6 :00 p.m. to 9:30 p.m. Monday through Friday
9 :30 p.m. to 8:30 a .m. Monday through Friday
All day Saturday, Sunday, holidays
8 :30 a.m. to 9 :30 p.m. Monday through Friday
All other hours Monday through Friday
All day Saturday, Sunday, holidays
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-B
AG-5-A
Time of Use
Period
Summer (Jun-Sep)
PEAK

OFF-PEAK
Winter (Oct-May)
PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

OFF-PEAK
SUMMER
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.25233
$ 0.13049
$ 0.12521
$ 0.09927
$ 0.12071
$ 0.10210
$ 5.52
$ 0.09322
$ 0.09252
SVCE
Generation
Service2
$ 0.27092
$ 0.14908
$ 0.14380
$ 0.11786
$ 0.13930
$ 0.12069
$ 5.52
$ 0.11181
$ 0.11111
PG&E
Generation
Service3
$ 0.27366
$ 0.15059
$ 0.14525
$ 0.11905
$ 0.14071
$ 0.12191
$ 5.58
$ 0.11294
$ 0.11223
Notes
rA'\ s1L1coN VALLEY ~ CLEAN ENERGY
5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays All other hours
5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays All other hours
12:00 noon to 6:00 p.m. Monday through Friday
All other hours Monday through Friday
All day Saturday, Sunday, holidays
8:30 a.m. to 9:30 p.m. Monday through Friday
All other hours Monday through Friday
All day Saturday, Sunday, holidays
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-5-B
AG-5-C
Time of Use
Period
Summer (May-Oct)
PEAK

OFF-PEAK
MAX
PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
PEAK

PART-PEAK
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.11380
$ 0.08993
$ 6.95
$ 2. 17
$ 0.08605
$ 0.08538
$ 0.08855
$ 0.07602
$ 0.07136
$ 9.74
$ 7.78
$ 0.07336
$ 0.07266
SVCE
Generation
Service 2
$ 0.13239
$ 0.10852
$ 6.95
$ 2.17
$ 0.10464
$ 0.10397
$ 0.10714
$ 0.09461
$ 0.08995
$ 9.74
$ 7.78
$ 0.09195
$ 0.09125
PG&E
Generation
Service3
$ 0.13373
$ 0.10962
$ 7.02
$ 2.19
$ 0.10570
$ 0.10502
$ 0.10822
$ 0.09557
$ 0.09086
$ 9.84
$ 7.86
$ 0.09288
$ 0.09217
Notes
rA'\ s1L1coN VALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday
All ot her hours Monday through Friday
All day Saturday Sunday holidays
8 :30 a.m. to 9:30 p.m. Monday through Friday
All other hours Monday through Friday
All day Saturday, Sunday, holidays
12:00 noon to 6:00 p.m. Monday through Friday
8 :30 a.m. to 12:00 p.m. Monday t hrough Friday AND
6 :00 p.m. to 9:30 p.m. Monday through Friday
9 :30 p.m. to 8:30 a .m. Monday through Friday
All day Saturday Sunday holidays
8 :30 a.m. to 9 :30 p.m. Monday through Friday
All other hours Monday through Friday
All daY Saturdav Sundav holidavs
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Agriculture
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
AG-C
Time of Use
Period
Summer (Jun-Sep)
PEAK

OFF-PEAK
MAX
Winter (Oct-May)
PEAK

OFF-PEAK
SVCE
Generation
Rates1
$ 0.11617
$ 0.08698
$ 15.31
$ 0.10168
$ 0.07641
SVCE
Generation
Service2
$ 0.13476
$ 0.10557
$ 15.31
$ 0.12027
$ 0.09500
PG&E
Generation
Service3
$ 0.13612
$ 0.10664
$ 15.46
$ 0.12148
$ 0.09596
Notes
rA'\ sIL1coN vALLEY ~ CLEAN ENERGY
5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays All other hours
5:00 p.m. to 8:00 p.m.; Every day, including weekends and holidays All other hours
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Standby
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
STOUS
STOUP
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Reservation (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Reservation (kW)
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Reservation (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Reservation (kW)
SVCE
Generation
Rates1
$ 0.13922
$ 0. 11482
$ 0.08288
$ 0.59
$ 0.11871
$ 0.09397
$ 0.59
$ 0.13922
$ 0. 11482
$ 0.08288
$ 0.59
$ 0.11871
$ 0.09397
$ 0.59
SVCE
Generation
Service 2
$ 0.15414
$ 0.12974
$ 0.09780
$ 0.59
$ 0.13363
$ 0.10889
$ 0.59
$ 0.15414
$ 0.12974
$ 0.09780
$ 0.59
$ 0.13363
$ 0.10889
$ 0.59
PG&E
Generation
Service3
$ 0.15570
$ 0.13105
$ 0.09879
$ 0.60
$ 0.13498
$ 0.10999
$ 0.60
$ 0.15570
$ 0.13105
$ 0.09879
$ 0.60
$ 0.13498
$ 0.10999
$ 0.60
Notes
rA'\ sIL1coN vALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon AND 6:00 p.m. to 9 :30 p.m .

Monday through Friday (except holidays)
9 :30 p.m. to 8:30 a .m. Monday through Friday
All Day Sat urday, Sunday, and holidays
8 :30 a.m. to 9:30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday
All Day Sat urday, Sunday and holidays
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon AND 6 :00 p.m. to 9 :30 p.m .

Monday throuoh Friday (except holidays)
9 :30 p.m. to 8:30 a .m. Monday through Friday
All Day Sat urday, Sunday, and holidays
8 :30 a.m. to 9 :30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday
All Day Sat urday, Sunday and holidays
Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Standby
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
STOUT
S-8-S
Time of Use
Period
Summer (May-Oct)
PEAK

PART-PEAK

OFF-PEAK
Reservation (kW)
Winter (Nov-Apr)

PART-PEAK

OFF-PEAK
Reservation (kW)
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Reservation (kW)
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
Reservation (kW)
SVCE
Generation
Rates1
$ 0.11279
$ 0.09275
$ 0.06624
$ 0.50
$ 0.09590
$ 0.07554
$ 0.50
$ 0.11548
$ 0. 10332
$ 0.08978
$ 0.91
$ 0. 11061
$ 0.09093
$ 0.04722
$ 0 .91
SVCE
Generation
Service2
$ 0.12771
$ 0.10767
$ 0.08116
$ 0.50
$ 0.11082
$ 0.09046
$ 0.50
$ 0.13040
$ 0.11824
$ 0.10470
$ 0.91
$ 0.12553
$ 0.10585
$ 0.06214
$ 0.91
PG&E
Generation
Service3
$ 0.12900
$ 0.10876
$ 0.08198
$ 0.50
$ 0.11194
$ 0.09137
$ 0.50
$ 0.13172
$ 0.11943
$ 0.10576
$ 0.92
$ 0.12680
$ 0.10692
$ 0.06277
$ 0.92
Notes
rA, s1L1coN vALLEY ~ CLEAN ENERGY
12:00 noon to 6:00 p.m. Monday through Friday (except holidays) 8 :30 a.m. to 12:00 noon AND 6:00 p.m. to 9 :30 p.m .

M~n A~, •h-~.,nh Frid av / =~r=n• h~laA~.,.., \
9 :30 p.m. to 8:30 a .m. Monday through Friday .t. 11 n,. c~• 11,A~, C::11n A~" ~nA h~l;,i~"" 8 :30 a.m. to 9 :30 p.m. Monday through Friday (except holidays) 9 :30 p.m. to 8:30 a .m. Monday through Friday .t. 11 n,. c~• 11,A~, C::11n A~" "nA L 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p.m. and 9 :00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p.m.; Every day, including weekends and holidays All other hours
9 :00 a.m. to 2 :00 p.m.; Eve,y day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Standby
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
S-8-P
S-8-T
Time of Use
Period
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Reservation (kW)
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
Reservation (kW)
Summer (Jun-Sep)
PEAK

PART-PEAK

OFF-PEAK
Reservation (kW)
Winter (Oct-May)
PEAK

OFF-PEAK

SUPER OFF-PEAK
Reservation (kW)
SVCE
Generation
Rates1
$ 0.11548
$ 0.10332
$ 0.08978
$ 0.91
$ 0. 11061
$ 0.09093
$ 0.04722
$ 0 .91
$ 0. 10538
$ 0.09353
$ 0.08035
$ 0 .46
$ 0. 10073
$ 0.08158
$ 0.03780
$ 0.46
SVCE
Generation
Service 2
$ 0.13040
$ 0.11824
$ 0.10470
$ 0.91
$ 0.12553
$ 0.10585
$ 0.06214
$ 0.91
$ 0.12030
$ 0.10845
$ 0.09527
$ 0.46
$ 0.11565
$ 0.09650
$ 0.05272
$ 0.46
PG&E
Generation
Service3
$ 0.13172
$ 0.11943
$ 0.10576
$ 0.92
$ 0.12680
$ 0.10692
$ 0.06277
$ 0.92
$ 0.12152
$ 0.10955
$ 0.09623
$ 0.46
$ 0. 11682
$ 0.09747
$ 0.05325
$ 0 .46
Notes
rA, s1L1coN vALLEY ~ CLEAN ENERGY
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2 :00 p.m. to 4:00 p.m. and 9:00 p.m. to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays All other hours
9:00 a.m. to 2 :00 p.m.; Every day in March, April, and May only 4:00 p.m. to 9:00 p.m.; Every day, including weekends and holidays 2:00 p.m. to 4:00 p. m. and 9 :00 p.m . to 11:00 p.m.; Every day, including weekends and holidays All other hours
4:00 p.m. to 9 :00 p. m.; Eve,y day, including weekends and holidays All other hours
9 :00 a.m. to 2:00 p.m .; Every day in March, April, and May only Item 1f
Attachment 2
Non-Residential Generation Rates
Silicon Valley Clean Energy Lighting
rA'\ s1L1coN vALLEY ~ CLEAN ENERGY
Non-Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
LS-1, LS-2,
LS-3, OL-1
TC-1
Green Prime
Time of Use
Period
Year-round
SVCE
Generation
Rates1
$ 0.10568
SVCE
Generation
Service2
$ 0.12266
PG&E
Generation
Service3
$ 0.12390
Notes
Rates applicable to all usage t hroughout the year
Year-round $ 0.11409 $ 0.13388 $ 0.13523 Rates applicable to all usage t hroughout the year + $ 0.00800 Same as applicable rate, with $0.008/kWh adder for 100% Renewable energy DAYLIGHT SAVING TIME ADJUSTMENT: The time periods shown above will begin and end one hour later for the period between the second Sunday in March and the first Sunday in April, and for the period between the last Sunday in October and the first Sunday in November.

HOLIDAYS: Holidays, for the purpose of this rate schedule, are New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day and Christmas Day. The dates will be those on which holidays are legally observed. 1 SVCE Generation Rates, without added PG&E fees, effective 6/9/2022 2 SVCE Generation Service reflects our price for Generation, with added PG&E fees (PCIA and Franchise Fees), effective 6/9/2022 ~ PG&E Generation service rate effective 6/1//2022

Page 1 of 3 ends

Staff Report – Item 1g
Item 1g: Authorize Funding Allocation for Community Electrification Engagement and Demonstration Programs
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs & Policy; Tony Eulo, Senior Manager of Public Sector Services; Pamela Leonard, Communications Manager Date: 6/8/2022

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors approve $1.9M in funding from the 2021 PG&E carbon-free allocation savings for new community electrification engagement and demonstration programs.

EXECUTIVE COMMITTEE RECOMMENDATION
Staff presented the new program ideas at the May 27, 2022 Executive Committee meeting. The Executive Committee expressed support for the program ideas and voted to approve the programs for the board’s consideration on the June 8 board meeting consent calendar.

BACKGROUND
SVCE has run several electrification education and awareness programs. These have predominantly been through digital means or targeted to limited audiences. In 2019, SVCE completed the All-Electric Showcase Awards, which highlighted existing all-electric homes and buildings in the service area. The program offered useful case studies that showed how all-electric was possible, and already being adopted by homeowners and developers, and the timing of the program aligned well with the first reach codes initiative.

In 2020, SVCE launched eHub, a set of online resources to help customers take the guesswork out of going all-electric at home and on the road. The new, online tools were paired with robust digital campaigns including email marketing, to inspire, educate and enable action for customers. While very successful and having reached a significant number of customers, the resources are limited to those with digital access and an email on file with their electric bill account.

SVCE also offered Community Energy Resilience Grants to member agencies as part of its 2020 COVID relief efforts. Some of the awarded projects include solar-plus-battery storage installations on city facilities, which offer wider community education about the importance and benefits of local energy resilience.

The funding source for the new proposed programs is the PG&E carbon-free allocation savings. As a result of the 2018 Power Charge Indifference Adjustment proceeding, the California Public Utilities Commission directed PG&E to allocate carbon-free attributes from its hydropower and nuclear energy sources at no additional cost to CCAs since customers are already paying for it. In 2021, the SVCE Board voted to direct the initial $600,000 in savings to two programs (multifamily EV charger installation and batteries for medical baseline customers) that are launching currently.

Item 1g
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1g Agenda Date: 6/8/2022

Page 2 of 3 ends

ANALYSIS & DISCUSSION
The next tranche of savings is estimated to be $1.9 million. Staff recommends that this funding be dedicated to initiate three new programs that make going all-electric more tangible to community members. The proposed programs will help advance electrification education through community engagement, offer higher visibility across customer segments, showcase solutions to customers and key stakeholders, demystify all-electric technologies, and provide support to member agencies, community organizations, and others working toward similar goals.

Electrification Grants for Community Demonstration Projects Grant funding of up to $1.2M will be made available to help pay for the incremental cost of electrification for public or community buildings and affordable housing projects. The funds are intended to stimulate and support projects where the budget does not account for all-electric options. Member agencies, schools, libraries, and other public and community buildings would be eligible to receive funds. This would be a competitive solicitation process, and available funds should be able to support two-to-five projects.

Example projects include decarbonization of government-owned buildings and fleets, affordable housing project electrification and/or renewable energy/storage development, and demonstration sites such as libraries or schools that are frequented by the public and can showcase messaging and public-facing communications about the electric upgrades for further community electrification education.

Community Electrification Engagement Grants
This $350,000 grant fund would offer financial support for member agency outreach and engagement activities that support electrification education initiatives led by member agencies, their sustainability commissions, or other partners. This program idea was inspired by a current pilot program launching soon with the City of Mountain View to offer rebates for electric yard care equipment to residents and commercial landscapers. Other kinds of outreach programs that SVCE has received requests to support include EV ride & drives, smart power strip handouts as an engagement tool, and supporting induction cooking education demonstrations. This would be a competitive solicitation process, and two-to-five projects are anticipated.

FutureFit Demonstration Home
As a complement to the physical demonstration projects located at community facilities, this demonstration unit would be mobile and can be placed at community events throughout the SVCE service area, such as art & wine festivals, farmers’ markets, and other large events. The demonstration home will feature all-electric appliances (heat pump heating and cooling, heat pump water heater, induction cooking, smart thermostat, solar+battery, etc.). Designed as an attractive and visually exciting exhibit, the demonstration home will bring electrification education to customers where they are and stand out at events where customers may not otherwise be thinking about energy.

There are many opportunities for this demonstration home to engage local workforce programs in building the unit, or installing the electric appliances, as well as contracting for storage and transport. Staff is looking into getting an electric truck, such as a Ford F-150 Lightning, that could transport the unit, and power it, showcasing the benefits of EVs, solar and storage. There could also be digital resources to go along with the experience to offer customers even more information about electrification. The City of San Jose Environmental Services Department created a similar demonstration unit for their Climate Smart plan, and it included an augmented reality application as part of the tour. The possibilities for this program are endless! The proposed budget for this project is $350,000.

STRATEGIC PLAN
The proposed programs align with the board-adopted strategic plan for the following goals:
• Goal #10: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices
• Goal #11: Engage a full range of public, private and nonprofit stakeholders to leverage our decarbonization efforts
Item 1g
Agenda Item: 1g Agenda Date: 6/8/2022

Page 3 of 3 ends

ALTERNATIVE
If these programs are not approved, staff can return to the board with alternative program proposals or other ways to utilize the 2021 carbon-free allocation savings.

FISCAL IMPACT
The 2021 PG&E carbon-free allocation savings provides an additional $1.9M to the SVCE budget. The budget for the proposed programs is as follows:
• Electrification Grants for Demonstration Projects - $1.2M • Community Electrification Engagement Grants - $350,000 • FutureFit Demonstration Home - $350,000

ATTACHMENTS

1. Community Electrification Engagement and Demonstration Programs Presentation Item 1g
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 1g
Attachment 1
Item 1g
Attachment 1
Objective: Receive approval for new community
electrification, engagement, and demonstration programs Agenda:
- Background
- Program recommendations for new community electrification engagement and demonstration programs
- Electrification Grants for Community Demonstration Programs - Community Education and Engagement Grants
- FutureFit Demonstration Home
rA, s1L1coN VALLEY ~ CLEAN ENERGY 2
Item 1g
Attachment 1
© Proposed Program & Budget Summary
$1.9M in funding available from 2021 PG&E carbon-free allocation savings Proposed Program
Electrification Grants for
Demonstration Projects
Community Electrification
Engagement Grants
FutureFit Demonstration Home
Budget
$1.2M
$350,000
$350,000
Selection Process
Competitive solicitation (2-5
grants anticipated)
Competitive solicitation to all
member agencies (2-5 grants
anticipated)
Open RFP issued to contractors
or workforce development
programs
3 •
•
•
•
Item 1g
Attachment 1
Background - Past and Current Electrification
Education and Support Efforts
FY 20-21 strategic plan focused on a
"digital pivot"
SVCE developed robust online
resources and digital campaigns for
electrification education
In 2019, SVCE ran the All-Electric
Showcase Awards to highlight existing
all-electric homes and buildings
Resiliency grants offered to member
agencies in 2020
Electric Vehicle
Assistant
Appliances
Assistant
Solar + Battery
Assistant
Browse and compare cars, discover Building, doing a major remodel or Discover your options for a home solar incentives, and calculate your financial replacing appliances? Explore a wide system. Work with dedicated Solar and emissions savings when you drive variety of all-electric home appliances. Advisors to get multiple bids, an EV. Also, explore charging options Browse and compare with efficiency understand financing options and learn for home and on the road, all with the scores, explore customer reviews, track how battery storage can benefit you EV Assistant. prices and even find an installer. with the Solar+ Battery Assistant.

EV ASSISTANT rt APPLIANCES ASSISTANT rt SOLAR + BATTERY ASSISTANT rt eHub resources
rA, s1L1coN VALLEY ~ CLEAN ENERGY 4
•
•
•
•
Item 1g
Attachment 1
Proposed programs will help advance electrification education through community engagement -- --------------------------
Higher visibility across customer segments
Showcase solutions to customers and key
stakeholders
Demonstrate accessibility and demystify all-electric technologies Provide support to member agencies, community
organizations, and others working toward similar
goals
5 •
•
•
Item 1g
Attachment 1
Electrification Grants for Community
Demonstration Projects
Focused on public/community buildings and affordable housing Member agencies, schools, libraries, and other public and community buildings would be eligible to receive funds
Intended to stimulate and support projects that would not otherwise occur Eligible activities include:
- Decarbonization of government-owned buildings and fleets - Affordable housing project electrification and/or renewable energy/storage development
- Demonstration site development
rA, s1L1coN VALLEY ~ CLEAN ENERGY 6
•
•
•
•
•
•
Item 1g
Attachment 1
Community Electrification Engagement Grants
Provide funding for member agency outreach and engagement activities Inspired by City of Mountain View electric yard care pilot Support for electrification-aligned member agency engagement programs EV ride & drives
Smart power strips purchases
Induction cooking education and promotion
Other electrification outreach
rA, s1L1coN VALLEY ~ CLEAN ENERGY 7
•
•
•
Item 1g
Attachment 1
Mobile demonstration unit that can be toured at community events The demonstration home will feature all-electric appliances (heat pump heating and cooling, heat pump water heater, induction
cooking, smart thermostat, solar+battery,
etc.)
Will bring electrification education to
customers where they are and stand out at
events in an attractive display
Engage local workforce in
building/installation, storage and transport
rA, s1L1coN VALLEY ~ CLEAN ENERGY 8
Item 1g
Attachment 1
© Proposed Program & Budget Summary
$1.9M in funding available from 2021 PG&E carbon-free allocation savings Proposed Program
Electrification Grants for
Demonstration Projects
Community Electrification
Engagement Grants
FutureFit Demonstration Home
Budget
$1.2M
$350,000
$350,000
Selection Process
Competitive solicitation (2-5
grants anticipated)
Competitive solicitation to all
member agencies (2-5 grants
anticipated)
Open RFP issued to contractors
or workforce development
programs
9 •
•
•
Item 1g
Attachment 1
Asking for approval of
programs
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Staff will then commence final design of
programs and launch
Staff will provide periodic updates on
program statuses and final design decisions
Estimated launch Q4/Q1 '23
10 Item 1g
Attachment 1

Page 1 of 2 ends

Staff Report – Item 1h
Item 1h: Adopt Resolution Amending SVCE Conflict of Interest Code to Add Multiple Positions and Amend Position Titles
From: Girish Balachandran, CEO
Prepared by: Kevin Armstrong, Administrative Services Manager Date: 6/8/2022

RECOMMENDATION
Adopt Resolution 2022-16 amending the SVCE Conflict of Interest Code to add multiple positions and amend multiple position titles in the list of designated positions for filing.

BACKGROUND
Shortly after the formation of SVCEA, the Board of Directors adopted a conflict-of-interest code as required by the Political Reform Act, commencing at Government Code Section 81000. The code lists the positions within the Authority that are required to file statements of economic interests (Form 700). As a joint powers authority with members located entirely within Santa Clara County, the County Board of Supervisors is the conflict code reviewing body that is required to approve all changes to the conflict-of-interest code. County Counsel has advised that when positions are added or removed from the conflict code, a new resolution must be adopted approving a new conflict of interest code with the added or removed position(s).

At the September 8, 2021 Board meeting, the Board of Directors adopted Resolution 2021-22 approving the creation of a personnel system to insure equitable and uniform policies and procedures for administering personnel matters in compliance with applicable laws; designating the Chief Executive Officer (CEO) as Personnel Officer; and delegating authority to the CEO to carry out all duties necessary to implement the personnel system.

The last Conflict of Interest Code amendment was approved at the April Board of Directors meeting.

ANALYSIS & DISCUSSION
SVCE has recently undergone an agency reorganization within the authority of the Personnel Officer. As a result of this reorganization, multiple titles that currently exist in the Conflict of Interest Code have changed and new positions have been identified that would require filing.

The following positions currently exist in the Conflict of Interest Code and have had position titles amended:

Designated Position (Former
Title)
Designated Position New Title Assigned Disclosure
Category
Associate Manager of
Decarbonization & Grid
Innovation Programs
Associate Manager of
Decarbonization Programs &
Policy
2 Director of Account Services &
Community Relations
Director of Energy Services &
Community Relations
2 Director of Decarbonization &
Grid Innovation Programs
Director of Decarbonization
Programs & Policy
2 Item 1h
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1i Agenda Date: 6/8/2022

Page 2 of 2 ends

Director of Power Resources Chief Operating Officer and Director of Power Resources
1 Manager of Decarbonization &
Grid Innovation Programs
Manager of Decarbonization
Programs & Policy
2 Senior Manager of
Decarbonization & Grid
Innovation Programs
Senior Manager of
Decarbonization Programs &
Policy
2 Outside of these amended position titles, new positions were created. SVCE staff and general counsel feel the following new positions should report financial interests in the proposed assigned disclosure categories based on the decisions he/she will be making:

Designated Position Assigned Disclosure Category
Deputy Director of Decarbonization
Programs & Policy
2 Deputy Director of Administrative
Services
2 Human Resources Generalist 2
Senior Data Analyst 2
Senior Management Analyst 2
Senior Manager of Energy Policy and
Regulatory Analysis
2 Senior Manager of Power Operations 1
Senior Manager of Power Resources 1
Technology Services Manager 2
Wholesale Energy Markets Manager 1
In accordance with the requirements of the Political Reform Act and the County of Santa Clara, a new conflict of interest code must be adopted by resolution which includes the newly created or identified positions as well as any changes to the existing Conflict of Interest Code. The attached resolution amends Appendix A to SVCE’s code to reflect the addition of the title changes and new positions identified above. The remainder of the Conflict of Interest Code has not been changed.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
None.

FISCAL IMPACT
There is no fiscal impact as a result of adding positions to SVCE’s Conflict of Interest Code.

ATTACHMENT

1. Resolution 2022-16 Amending the Authority’s Conflict of Interest Code to Add Multiple Positions and Amend Position Titles
Item 1h
Resolution 2022-16 -1-
RESOLUTION NO. 2022-16

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY AMENDING THE AUTHORITY’S CONFLICT OF INTEREST

CODE TO ADD MULTIPLE POSITIONS AND AMEND TITLES
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Political Reform Act, Government Code Section 81000, et seq., (the “Political Reform Act”) requires each public agency in California, including the Authority, to adopt and promulgate a conflict of interest code; and WHEREAS, Government Code Section 87306 requires each public agency in California to amend its conflict of interest code when change is necessitated by a change in circumstances, including the creation of new positions and relevant changes to the duties assigned to existing positions; and WHEREAS, the Board of Directors of the Authority has adopted a conflict of interest code, and has amended this code as appropriate due to changed circumstances, with the most recent code adopted by Resolution 2022-12; and WHEREAS, the Board of Directors, after consultation with the County of Santa Clara as its code reviewing body, desires to amend the list of designated positions in Appendix A by amending multiple titles and adding multiple positions.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Authority rescinds Resolution No. 2022-12 and adopts the following attached Conflict of Interest Code including its Appendices of Designated Positions and Disclosure Categories.

BE IT FURTHER RESOLVED that The Board of Directors of the Authority hereby directs the Secretary of the Board to coordinate the preparation of a revised Conflict of Interest Code in succeeding even-numbered years following notice and instructions from the County of Santa Clara as the code-reviewing body for the Authority, in accordance with the requirements of Government Code Sections 87306 and 87306.5. Future revisions to the Conflict of Interest Code should reflect changes in employee or official designations. If no revisions to the Code are required, the Authority shall submit a response as indicated in the instructions provided by the County of Santa Clara no later than October 1st of the same year, stating that amendments to the Authority’s Conflict of Interest Code are not required.

Item 1h
Attachment 1
Resolution 2022-xx -2-
ADOPTED AND APPROVED this 8
th day of June 2022, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Gibbons
City of Cupertino Director Willey
City of Gilroy Director Hilton
City of Los Altos Director Fligor
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Ellahie
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:

Clerk
Item 1h
Attachment 1
Resolution 2022-16 -3-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
The Political Reform Act (Government Code § 81000, et seq., hereinafter referred to as the Act) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission (“FPPC”) has adopted a regulation (2 California Code of Regulations § 18730) which contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, the standard code may be amended by the FPPC to conform to amendments in the Act. Therefore, the terms of 2 California Code of Regulations § 18730 and any amendments to it duly adopted by the FPPC are hereby incorporated by reference.

This regulation and the text here designating positions and establishing disclosure categories shall constitute the conflict of interest code of the Silicon Valley Clean Energy Authority (“Authority”).

The most current version of 2 Cal. Code of Regs. Section 18730 is available on the website of the Fair Political Practices Commission
(http://www.fppc.ca.gov/content/dam/fppc/NS-Documents/LegalDiv/Regulations/Index/Chapter7/Article2/18730.pdf).

Individuals holding a designated position shall file their Statements of Economic Interests with the Authority’s Filing Official, which will make the Statements available for public inspection and reproduction subject to Government Code section 81008. If Statements are received in signed paper format, the Authority’s Filing Official shall make and retain a copy and forward the original Statements to the Filing Officer, the County of Santa Clara Clerk of the Board of Supervisors. If Statements are electronically filed using the County of Santa Clara’s Form 700 e-filing system, both the Authority’s Filing Official and the County of Santa Clara Clerk of the Board of Supervisors will receive access to the e-filed Statements simultaneously.

Item 1h
Attachment 1
Resolution 2022-xx -4-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "A"

DESIGNATED POSITIONS
Designated Position Assigned Disclosure Category
Member of Board of Directors 1
Alternate Member of Board of Directors 1
Audit Committee Member 2
Chief Executive Officer 1
Chief Financial Officer & Director of Administrative Services 1 Director of Power ResourcesChief Operating Officer and Director of Power Resources 1 Finance and Administration Committee Member 2
General Counsel 1
Administrative Services Manager 2
Associate Legislative Analyst 2
Associate Manager of Decarbonization & Grid Innovation Programs & Policy 2 Associate Power Analyst 1
Associate Power Resources Planner 1
Communications Manager 2
Deputy Director of Administrative Services 2
Deputy Director of Energy ServicesDecarbonization Programs & Policy 2 Energy Services Manager 2
Director of Account Services & Community Relations 2
Item 1h
Attachment 1
Resolution 2022-xx -5-
Director of Decarbonization & Grid Innovation Programs & Policy 2 Director of AccountEnergy Services & Community Relations 2 Director of Power Resources 1
Director of Regulatory & Legislative Policy 2
Energy Services Manager 2
Financial Analyst 2
Human Resources Generalist 2
Management Analyst 2
Manager of Decarbonization & Grid Innovation Programs & Policy 2 Policy Analyst 2
Power Analyst 1
Power Resources Manager 1
Power Resources Planner 1
Power Contracts & Settlements Manager 1
Power Settlements & Compliance Analyst 1
Principal Policy Analyst 2
Principal Power Analyst 1
Rates Manager 2
Regulatory and Compliance Manager 2
Senior Data Analyst 2
Senior Financial Analyst 2
Senior Government Affairs Manager 2
Senior Management Analyst 2
Senior Manager of Energy Policy and Regulatory Analysis 2 Senior Manager of Decarbonization & Grid Innovation Programs & Policy 2 Item 1h
Attachment 1
Resolution 2022-xx -6-
Senior Manager of Power Operations 1
Senior Manager of Power Resources 1
Senior Manager of Public Sector Services 2
Senior Policy Analyst 2
Senior Power Analyst 1
Senior Power Resources Planner 1
Senior Rates Analyst 2
Senior Regulatory Analyst 2
Senior Risk Manager 2
Technology Services Manager 2
Wholesale Energy Markets Manager 1
Consultant 3
Newly Created Position *
* Newly Created Position
A newly created position that makes or participates in the making of governmental decisions that may foreseeably have a material effect on any financial interest of the position-holder, and which specific position title is not yet listed in the Authority’s conflict of interest code is included in the list of designated positions and shall disclose pursuant to the broadest disclosure category in the code, subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular newly created position, although a “designated position,” is hired to perform a range of duties that are limited in scope and thus is not required to fully comply with the broadest disclosure requirements, but instead must comply with more tailored disclosure requirements specific to that newly created position. Such written determination shall include a description of the newly created position's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict-of-interest code. (Gov. Code Section 81008.) As soon as the Authority has a newly created position that must file Statements of Economic Interests, the Authority’s Filing Official shall contact the County of Santa Clara Clerk of the Board of Supervisors Form 700 division to notify it of the new position title to be added in the County’s electronic Form 700 record management system, known as eDisclosure. Upon this notification, the Clerk’s office shall enter the actual position title Item 1h
Attachment 1
Resolution 2022-xx -7-
of the newly created position into eDisclosure and the Authority’s Filing Official shall ensure that the name of any individual(s) holding the newly created position is entered under that position title in eDisclosure.

Additionally, within 90 days of the creation of a newly created position that must file Statements of Economic Interests, the Authority shall update this conflict-of-interest code to add the actual position title in its list of designated positions and submit the amended conflict of interest code to the County of Santa Clara Office of the County Counsel for code-reviewing body approval by the County Board of Supervisors. (Gov. Code Section 87306.)
Item 1h
Attachment 1
Resolution 2022-xx -8-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "B"

DISCLOSURE CATEGORIES
Designated positions must report financial interests in accordance with the assigned disclosure categories.

Category 1: Persons in this category shall disclose:
(a) investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority; and (b) all interests in real property located: in whole or in part within the jurisdiction of the Silicon Valley Clean Energy Authority, or within two miles of the borders of any of the parties to the Joint Powers Agreement for the Authority, or within two miles of any land owned or used by the Authority.

Category 2: Persons in this category shall disclose investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority.

Category 3: Each Consultant, as defined for purposes of the Political Reform Act and applicable regulations1, shall disclose pursuant to the broadest disclosure category in the Authority’s conflict of interest code subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular consultant, although a "designated position," is hired to perform a range of duties that are limited in scope and thus is not required to comply fully with the disclosure requirements of the broadest disclosure category, but instead must comply with more tailored disclosure requirements specific to that consultant. Such a written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of 1 As defined in FPPC Regulation 18700.3, “consultant” means an individual who (1) makes governmental decisions, such as whether to approve a rate, rule, or regulation; to issue, deny, suspend, or revoke any permit, license, application, certificate or similar authorization; to adopt or approve a plan, design, report, study; or to adopt or approve policies, standards, or guidelines for the Authority; (2) serves in a staff capacity with the Authority, and in that capacity participates in making governmental decisions by providing information, an opinion, or a recommendation for the purpose of affecting the decision without significant intervening substantive review; or (3) performs the same or substantially all the same duties for the Authority that would otherwise be performed by an individual holding a designated position in this Code.

Item 1h
Attachment 1
Resolution 2022-xx -9-
disclosure requirements. The Chief Executive Officer’s written determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

Item 1h
Attachment 1

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Staff Report – Item 1i
Item 1i: Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: George Tyson, Executive Committee Chair
Date: 6/8/2022
The Executive Committee met May 27, 2022 and discussed the FY 23 Strategic Plan, community electrification engagement and demonstration programs, received a business process optimization update, and received results of the stress test analyses.

Pamela Leonard, Communications Manager, and Anthony Eulo, Sr. Manager of Public Sector Services presented three proposed community electrification engagement and demonstration programs: 1) Electrification grants for demonstration projects, 2) community electrification engagement grants, and 3) FutureFit demonstration home. These proposed programs would be funded by the 2021 PG&E carbon-free allocation savings, for a total of $1.9 million. Following some clarifying questions on the programs, the committee voted unanimously to recommend the Board of Directors approve these proposed programs on the consent calendar at our June Board of Directors meeting.

CFO and Director of Administration Amrit Singh, along with Sr. Manager of Power Operations, Zak Liske, presented an update on the Business Process Optimization project. The presentation included an overview of the project, information on the phased implementation, and next steps for a deal capture and settlements system. Contract negotiations are expected in June/July, and an agreement will be brought to the Board of Directors for consideration in August.

The FY 23 Strategic Plan and Stress Test Analyses were presented by staff, and feedback from the Executive Committee has been incorporated into presentations for the Board of Directors meeting on June 8, 2022.

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, May 27, 2022
The next meeting of the Executive Committee will be June 24, 2022 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1i
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Staff Report – Item 1j
Item 1j: Finance and Administration Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Rob Rennie, Chair of the Finance and Administration Committee Date: 6/8/2022
The Finance and Administration Committee held its first meeting May 26, 2022 and selected me as Chair and Alternate Director Hung Wei as Vice Chair of the committee for 2022.

Amrit Singh, CFO and Director of Administrative Services, introduced consultant Jim Steele of Management Partners and Monique Spyke of PFM Asset Management LLC. Ms. Spyke presented information on SVCE’s engagement with PFM Asset Management, including: reviewing SVCE’s current investment program, potentially recommending amending SVCE’s Investment Policy, and conducting cash flow analyses with staff to recommend investment levels and developing an investment strategy.

Ms. Spyke also provided an overview of illustrative investment strategies, demonstrating return and risk considerations, and discussed next steps for recommendations and potentially revising SVCE’s investment strategy.

CFO and Director of Administrative Services Singh presented findings of the stress test analyses which highlighted the construction of Stress Test cases, expectation versus analyses results, and insights on drivers of biggest financial risks. The results of the analyses will be presented to the Board of Directors at our June meeting.

A Closed Session was held to discuss a threat to public services or facilities, which will also be on the agenda for the June Board of Directors meeting.

Meeting materials can be found on the SVCE website: SVCE Finance and Administration Committee Meeting, May 26, 2022
The next meeting of the Finance and Administration Committee is to be determined and is expected to occur in August for the committee to review any proposals for amending the Investment Policy and review a draft of SVCE’s Fiscal Year 2022-23 budget; materials will be posted no later than 72 hours prior to the meeting date.

Item 1j
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Staff Report – Item 1k
Item 1k: Audit Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 6/8/2022
No report as the Audit Committee has not met since March 3, 2022.

The next meeting of the Audit Committee is anticipated for early August and will be determined by Audit Committee member availability; materials will be posted no later than 72 hours in advance of the meeting.

Item 1k
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Staff Report – Item 1l
Item 1l: Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 6/8/2022
No report as the Legislative and Regulatory Ad Hoc Committee has not met since March 3, 2022.

The next meeting of the Legislative and Regulatory Ad Hoc Committee is scheduled for June 14, 2022.

Item 1l
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Staff Report – Item 1m
Item 1m: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Girish Balachandran, CEO
Date: 6/8/2022
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings, this is to report CC Power held a special board meeting on Tuesday, May 31, 2022.

Attached is a summary report from Interim General Manager Timothy Haines; materials from the special board meeting can be found here on the CC Power website: CC Power Meeting, 5/31/22 The next meeting of the board will be June 15, 2022 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/
ATTACHMENTS:

CA Community Power Board Meeting Summary from Interim General Manager Timothy Haines, May 31, 2022 Item 1m
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California Community Power
70 Garden Court, Suite 300, Monterey, CA 93940 | cacommunitypower.org A Joint Powers Agency whose members are:

Central Coast Community Energy | CleanPowerSF | East Bay Community Energy | MCE | Peninsula Clean Energy | Redwood Coast Energy Authority | San José Clean Energy | Silicon Valley Clean Energy | Sonoma Clean Power | Valley Clean Energy
TO: CC Power Board of Directors DATE: 6/1/2022
FROM: Tim Haines – Interim General Manager
SUBJECT: Report on CC Power Special Board of Directors Meeting – May 31, 2022 The CC Power Board of Directors held its special meeting on Tuesday, May 31, 2022, via Zoom.

Details on the Board packet, presentation materials, and public comment letters can be found under the Meetings tab at the CC Power website: https://cacommunitypower.org Highlights of the meeting included the following:
• Matters subsequent to posting the Agenda. None.
• Public Comment. None.
• Consent Calendar - The Board unanimously approved the following items:
o Resolution 22-05-01 Determination that Meeting in Person Would Present Imminent Risks to the Health or Safety of Attendees as a Result of the Proclaimed State of Emergency
• Special Agenda Items – Discussion and Possible Action o Resolution 22-05-02 Waiver of 60-day Notice of Intent for the Fish Lake Geothermal and Ormat Geothermal Portfolio Projects
o Resolution 22-05-03 Approval of Fish Lake Geothermal Project and Authorization to Execute Associated Agreements.
o Resolution 22-05-04 Approval of Ormat Geothermal Portfolio Project and Authorization to Execute Associated Agreements.

Deb Emerson, Sonoma Clean Power, and Jeanne Sole, San Jose Clean Energy, jointly presented material in support of the three resolutions. The Board was informed that waiver of its 60-day Notice of Intent to consider the contracts is necessary to request transmission access to the two projects at the California Independent System Operator. Ms. Emerson went on to provide background on the Fish Lake and Ormat Geothermal Projects. Ms. Sole provided an overview of the CPUC order that mandates the purchase of the capacity products that these agreements will deliver.

The description of the contracts includes an explanation of how Board’s Labor and Environmental Quality requirement have been adapted to projects located in Nevada. The presentation concluded with a reminder that project Participants are to seek their respective Board approvals with 120- days.

The Board approved all three resolutions 9 to 0 with one abstention. • Adjournment
Item 1m
Attachment 1

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Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Girish Balachandran, CEO
Date: 6/8/2022
REPORT
SVCE Staff Update
Raul Hernandez joined the SVCE team as Senior Marketing Specialist on May 31 st
. Raul will be responsible for
creating, implementing, and tracking marketing strategies.

Before joining SVCE, Raul worked as a Public Information Representative with the City of San Jose. He worked with the City's Environmental Services Department to lead the City's recycling program marketing efforts. While with the City of San Jose, Raul spent most of his time with San Jose Clean Energy, the CCA that serves San Jose residents and businesses. Raul has a B.A. in Communications from Santa Clara University and will be receiving his M.S. in Journalism and Mass Communications from San Jose State University in 2022.

Owen Milligan has joined the SVCE team as full time Associate Power Analyst on May 31st. Owen first joined SVCE in 2020 as a summer intern and continued with SVCE as the first Power Resource apprentice. Owen recently graduated from Concordia University Irvine with a Bachelor of Arts in Finance and Business Data Analytics and a minor in Communication. Owen will support the Power Resources team in the build out of portfolio models, optimization of power resources, energy trading and integration of new software tools. In his free time, Owen enjoys water sports and following his favorite NFL football team the Eagles.

Ethan Wolff recently joined SVCE as our summer intern. He is a current student at Cornell University where he studies Environment and Sustainability Sciences. Ethan will be working with the Power Resources team this summer to help assess pathways for SVCE to achieve a twenty-four by seven carbon free portfolio. Ethan is a multi-instrumentalist and weightlifter.

Personnel Officer Update
As noted above, SVCE has recently onboarded two new full-time staff in June, along with a new intern. In addition, another full-time Marketing Specialist will be starting later this week on June 10th, so we look forward to introducing her at the August Board Meeting.

SVCE has open recruitments for several positions, including a Wholesale Energy Markets Manager, a Senior Regulatory Analyst, and a new Director of Energy Services and Community Relations, to allow Don Bray to transition to his new role taking on major special projects.

In addition, staff has begun work on updating staff salary and benefit costs, which will be proposed and presented as part of the upcoming annual budget process.
2022 Empower Silicon Valley Youth Short Film Competition The Empower SV Youth Short Film Competition has completed its second year, delivering $20,000 in scholarship prizes to local students. Through the competition, 40 high school students showcased a variety of clean energy Item 2
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Agenda Item: 2 Agenda Date: 6/8/2022

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futures and climate solutions through their film submissions. With 26 total submissions, the second year of the competition attracted more than twice the number of submissions than its first year.

Winners of the scholarship prizes for exemplary films were made up of students from Cupertino High School, Monta Vista High School, Saratoga High School, Fremont High School, Branham High School, Los Gatos High School, and Lynbrook High School. The short films were judged by a panel of SVCE board members, youth, community leaders, and film industry professionals. The winning films are available at svcleanenergy.org/empower-sv.

Summer Readiness 2022
The California Independent System Operator (CAISO) released the 2022 Summer Loads and Resources Assessment to assess the expected supply and demand that the California grid will experience this summer.

CAISO identifies new resources and battery storage as one of the factors improving grid reliability this summer compared to 2021. The addition of batteries to new projects allows energy produced during low-cost, high-producing times of day to be stored and dispatched during peak evening hours, reducing the strain on the grid when demand is high.

Even with added resources, the assessment states that we are still vulnerable to the impacts of climate change, which is leading to more extreme heat, drought, and wildfires. Going into year three of the drought we continue to see a decrease in hydroelectric supply.

As we head into summer, SVCE will proactively push communications to customers to be aware of the different levels of potential power events and direct them to do their part to conserve energy during Flex Alerts. This includes publishing resources to the SVCE website and proactively communicating via email and social media.

Digital media toolkits will be provided to the board and member agencies to also help with this proactive messaging and calls for conservation when events occur. SVCE will also send out conservation requests via email during any potential power emergency.

Silicon Valley Clean Energy has taken additional measures to ensure a longer-term sufficiency of energy supplies that support the California grid including:
• Procuring adequate supply to meet our demands.
• Invested $1.8 billion in renewable energy projects to come online over the next several years. This includes solar paired with battery storage. One of these new projects came online at the beginning of this year and are contributing to the newly added capacity.
• Contracted for geothermal power, which offers 24/7 baseload renewable energy supply. • Contracted for long-duration energy storage which can dispatch energy during peak evening hours, for up to eight hours; these projects are in development.

Net Energy Metering Update
On May 9, the CPUC reopened the NEM Successor Tariff proceeding (“NEM 3.0”), specifically requesting comments on aspects of the original, December 2021 Proposed Decision (PD). The ruling seeks feedback from parties on the PD’s proposed grid access charge, calculation of non-bypassable charges to NEM customers, export compensation and specific rules for low-income customers. The ruling makes no changes to the PD and SVCE’s position on the NEM 3.0 PD remains unchanged.

SVCE staff have reviewed the ruling and at this time do not intend to file individual comments in the proceeding, though are still considering signing on to the Joint CCAs comments under development. A new PD is expected mid-to late-summer at which point SVCE staff will provide an update to the board. We will continue to develop ideas for customer program offerings for current and prospective solar customers to promote solar-plus-battery installations in alignment with whole-home electrification.

Clean Power Update
Several counterparties to SVCE’s power purchase agreements (PPAs) for solar and energy storage resources have informed SVCE of potential challenges to meeting the terms agreed to under the PPAs. Developers are claiming to Item 2
Agenda Item: 2 Agenda Date: 6/8/2022

Page 3 of 5 ends

be faced with significant obstacles in the supply chain including delays related to COVID-19, interconnection and permitting delays due labor shortages, increasing component and equipment cost, and more recently the U.S.

Department of Commerce investigation into potential tariff circumvention on solar cells from China.

Many of these issues are leading developers to seek delays to major contract milestones including construction start and commercial on-line dates. Some developers are also claiming that projects are no longer economic at previously agreed upon and board-approved pricing and are seeking to renegotiate core pricing terms.

In response, staff is assessing all PPAs for new renewable and storage resources to assess development risk and economic value and benefits to SVCE customers. Staff is also working with developers to determine pre-commercial operation solutions to preserve value for SVCE. Lastly, staff will continue to inform and work with the California Public Utilities Commission of the challenges and risks associated with meeting California’s Renewable Portfolio Standard and reliability goals and intends to work with CalCCA, legislators and the Governor’s Office to explore regulatory, legislative, and other enforcement solutions to address the fundamental market issues for the benefit of customers.

CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) Abbot, Stringham & Lynch, Agreement: AMI Data Consulting, 5/5/22 – 4/30/23, not to exceed $20,000 2) City of Campbell (Buro Happold), Agreement: Resilience Study, not to exceed $39,220 3) Sunshine Strategies, Agreement: Communications support for existing Buildings Policies Development, 5/9/22 – 4/30/23, not to exceed $84,000
4) PFM Asset Management, Agreement: Investment Advisory Services, 5/9/22 – 4/30/23 5) SMUD, Amendment: Heat Pump Water Heater Program Support, not to exceed $415, 15- (+$90,000) 6) Myers Nave, Agreement: Engagement of Legal Services, not to exceed $100,000 7) Utility API, Amendment: Software as a Service, not to exceed $737,800, approved by the SVCE Board at the May Board of Directors meeting
8) Strategic Energy Innovations, Agreement: Climate Corps Fellow Hosting Services, not to exceed $139,000, 9/1/22-6/30/23, approved by the SVCE Board at the May Board of Directors meeting Item 2

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CEO Power Supply Agreements Executed
Counterparty Name Execution/Effective Date Transaction Type Product Start Date End Date Notional Value Valley Electric Association, Inc. 4/18/2022 Sale Resource Adequacy 6/1/2022 6/30/2022 $30,000 Shell Energy North America 4/28/2022 Purchase Resource Adequacy 1/1/2023 9/30/2023 $3,775,500 Elk Hills Power 5/12/2022 Purchase Resource Adequacy 7/1/2022 7/31/2022 $233,000 Marin Clean Energy 5/11/2022 Purchase Resource Adequacy 8/1/2022 8/31/2022 $420,000 These agreements are included in the Board packet as Appendix A.

Item 2
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Presentations & Relevant Meetings Attended by CEO
- Participated in CalCCA Monthly board, executive, and legislative meetings; - Participated in California Community Choice Financing Authority Board of Directors Special Meeting, May 6th - CC Power Board Special Meeting, May 31st, report included on the Consent Calendar

ATTACHMENTS

1. Summer Readiness, June 2022

2. Clean Power Update, June 2022

3. Decarb Programs & Policy Update, June 2022

4. Energy Services & Community Relations Update, June 2022

5. Legislative and Regulatory Update, June 2022

6. Agenda Look Ahead, June – October 2022

7. Board Action Requested, June 2022 Update
Item 2
IA'\ SILICON VALLEY ~ CLEAN ENERGY
1 • Subtitle
New SV Clean Energy
PowerPoint Template
CEO Report
Summer 2022 Readiness
Board of Directors
June 8, 2022
Item 2
Attachment 1
2 CAISO Actions
• CAISO continuing to work to improve system conditions and is adding new capacity (including storage resources) • 2022 capacity conditions are better compared to 2021
• Additional resources are still needed to achieve long-term reliability margins
• Move to Energy Emergency Alert (EEA) system
• CAISO will issue alerts depending on various factors that may create stressed system conditions
• Get up-to-date information:
• ISO Today app
• CAISO and Flex Alert Twitter accounts
▪ twitter.com/California_ ISO
▪ twitter.com/flexalert
http://www.caiso.com/Documents/2022-Summer-Loads-and-Resources-Assessment.pdf Flex Alert – Voluntary call for
conservation
Energy Emergency Alert 1 –
Strong need for conservation; energy
deficiencies exist.

Energy Emergency Alert 2 –
Emergency energy requested;
emergency demand response
activated.

Energy Emergency Alert 3 –
Power outages likely or in progress;
maximum conservation requested.

Energy Emergency Alert Watch
– when all resources are committed or
likely to be in use, and energy deficiencies
are expected.

Item 2
Attachment 1
3 Programs and Demand Response
• Commercial & Industrial (C&I) Programs
• Evaluated critical peak pricing (CPP)
• Conducted ELRP outreach
• Continuing to evaluate other C&I program opportunities for 2023 • Residential Programs
• Elected for ~60,000 customers to be auto-enrolled in the state’s ELRP program (CARE/FERA, and top ~10% users)
• Keep scaling GridShift EV Charging program to load shift charging out of peak window
Item 2
Attachment 1
4 Communications

1. Utilizing communications protocol established in
2021 for different types of reliability events,
which includes sending notifications to customers
to modify load.

2. Prepared messaging to send out via Nextdoor,
social media and email to target audiences

3. Developed digital toolkits for member agencies
to help amplify conservation messaging
Next Steps:
• Updating summer readiness FAQs on website
• Sending updated digital media kits to board and
member agencies
Item 2
Attachment 1
Conserve energy during Flex
Alerts by doing the following
between 4 p.m. and 9 p.m.
• Set air conditioning
thermostats to 78 degrees, if
health permits.
• Schedule EV charging after 9
p.m. if possible.
• Defer use of major appliances.
• Turn off unnecessary lights.
• Unplug unused electrical
devices.
• Close blinds and drapes.
• Use fans when possible.
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 2
•
Item 2
Attachment 2
•
•
•
•
•
•
•
Item 2
Attachment 2

SAN LUIS WEST SOLAR
f-t-,., Counb. CA
--

RENEWABLE ENERGY

PROJECTS
'iACRAM TO
•
■ GEOTHERMAL
■ SOLAR POWER + STORAGE
■ SOLAR POWER
■ WIND GENERATION
NEVADA
I
~ ARIZONA
' .
. '
$1.8 B in commitments
15 PPAs signed
12 new build projects
728 MW of Renewable Energy
173 MW lithium-ion storage
paired with 516 MW of Solar PV
29 MW of Long-duration
storage
2 Projects now delivering to
SVCE
3 Item 2
Attachment 2
2022 - Q2 ,
2022 - Q3 ...
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2023 - Q1 ...
2023 - Q2, Q3 ....
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2023 - Q3, Q4
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Casa Diablo Geothermal - test mode
Mountain View Wind & Rabbitbrush Solar+ Storage - test
mode
• Yellow Pine Solar+ Storage - Construction mode
• Atlas Solar - Pre-Construction
Cameron Crest Wind - Existing project
Angela & Aratina Solar+ Storage - Pre-construction
Victory Pass & San Luis West Solar+ Storage - Pre-construction 4 Item 2
Attachment 2
Ormat Casa Diablo Geothermal
• Synchronized to the CAISO grid and provided test energy ahead of planned COD in mid-June
AES Mountain View Wind
• Expected to begin test energy delivery to the CAISO grid soon ahead of PPA schedule
• CAISO COD expected in June 2022
Leeward Rabbitbrush Solar plus Storage
• Expected to synchronize to the CAISO grid in June ahead of September 2022 COD
• Substantial project completion expected by mid-August 5 Item 2
Attachment 2
Ormat's CD4 New Geothermal 7 MW
COD June 17, 2022
Mountain View Wind - Repowered 33.5 MW
Expected COD June/July 2022 (6 months early)
6 Item 2
Attachment 2
Rabbitbrush Solar + Storage 40 MW
COD September 2022
Yellow Pine Solar+ Storage 50 MW
COD December 2022
7 Item 2
Attachment 2
8 •
•
•
•
•
•
•
•
•
Item 2
Attachment 2
© Department of Commerce Investigation
Anti-Dumping and Countervailing Duty
Dept. of Commerce is investigating petition by Auxin Solar that solar cell manufacturers are passing Chinese solar products through Southeast Asia to circumvent anti-dumping rules that limit imports from China Pending investigation findings, retroactive tariffs could be as high as 240% or about 30-40% increase in panel cost
SVCE has heard informally and formally from several developers that investigation could delay their projects Delays are ranging from months to years
Many developers are currently unable to import panels
There has been mounting industry-wide concern around ability of developers to meet contracted project milestones and prices
SVCE's projects could be impacted by this as well
Challenges in solar supply-chain are compounded by increasing costs of lithium, which makes timely delivery of solar plus storage projects more difficult
Lithium prices have increased by more than 1000% since 2020, which strains the economics of the battery storage component of projects
9 Item 2
Attachment 2
10 Item 2
Attachment 2
,, .... ~ .
......
.
.
•
•
•
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Item 2
Attachment 2
Projects are coming on-line but face challenges and delays Testing
Ormat's Casa Diablo geothermal synchronized to grid in late May and is expected to achieve COD in mid-June 2022.

AES's Mountain View Wind is expected to begin producing test energy and achieve CAISO COD in June 2022 EDF's Big Beau solar plus storage started testing PV. Project is in dispute.

Under Construction / Pre-COD
Leeward's Rabbitbrush solar plus storage project expected to sync to CAISO grid in June 2022 before September 2022 COD
NextEra's Yellow Pine solar plus storage project started construction in Q1 2022 Pre-Construction - projects being monitored closely
Angela solar, Victory Pass, San Luis West and Atlas
Other
Terra-Gen's Cameron Crest wind is an existing project.
12 To support the nearly half of SVCE residents living in apartments switch to electric vehicles, SVCE has launched incentives for multifamily properties to install EV chargers for residents. The EV Charging Installation Incentive Program provides up to $45,000 per multifamily property to install Level 1 and Level 2 EV chargers on site.

During this initial phase, incentives are reserved for properties that have evaluated the feasibility of adding EV chargers through SVCE’s free FutureFit Assist - EV Charging technical assistance program. Enrollment is open and multifamily
properties are encouraged to apply for free site assessments and access to rebates.

FutureFit EV Charging Installation Incentive
Program Launches

DECARBONIZATION & GRID INNOVATION

PROGRAMS UPDATE

JUNE HIGHLIGHTS
Providing Portable Batteries to Medical Baseline
Customers At Risk of Outages
SVCE has launched a program to provide off-grid portable Goal Zero YETI 3,000 batteries to income-qualified customers on a medical baseline rate that are more at risk of potential power outages.

Batteries will be provided at no cost to the customer. SVCE is also working with the Silicon Valley Independent Living Center (SVILC) to determine applicant eligibility and deploy the batteries. These batteries can help customers who need
electricity to power medical devices be more energy resilient.

Item 2
Attachment 3
Decarb Programs Update, June 2022
I - I . n - - -- -
ra, SILICON VALLEY ~ CLEAN ENERGY
SVCE is collaborating with the state’s TECH initiative on a potential tariffed on-bill financing investment pilot program.

Tariffed on-bill financing leverages bill savings to defray the upfront costs of an energy upgrade, such as a heat pump water heater. On April 15, staff submitted a proposal to the CPUC’s Clean Energy Finance Proceeding, which is looking for more accessible, scalable financing solutions to fund our clean energy transition.

SVCE’s proposal seeks approval of a tariff that would enable the California TECH pilot to move forward, pending Board approval. The Commission’s decision on our proposal is
expected this fall. In the meantime, SVCE is continuing to collaborate with TECH on a detailed pilot implementation plan and participating in a series of meetings to invite stakeholder and community input on our pilot proposal.

SVCE Submits Proposal to CPUC in Support of
Accessible Financing

DECARBONIZATION & GRID INNOVATION

PROGRAMS UPDATE

JUNE HIGHLIGHTS
Data Hive Receives First-Ever Green Button
Connect Retail Customer Certification
The SVCE Data Hive offers safe sharing of energy data
between customers and installers to streamline electrification updates. The Retail Customer Certification from Green Button Alliance validates the security of the Data Hive process. The Data Hive is the first Green Button Connect in the world to obtain this certification. Read more here.

Item 2
Attachment 3
Decarb Programs Update, June 2022
.~ ••
SVCE 111111 -- data hive
.,.
ra, SILICON VALLEY ~ CLEAN ENERGY
08/21
9/21
10/21
11/2112/21
1/222/223/22
4/22
1,000
750
500
250
0 10/19
12/19
2/20
4/20
6/20
8/20
10/20
12/20
2/214/216/218/21
10/21
12/21 2/224/22
300
200
100
0 Cumulative HPWH Installations
= 25 Single-Family Projects
= 1 Multi-Family Property Project
(Number of households varies)
Goal: 220 HPWH by 2022
Funding: $1.15M
ONGOING METRICS JUNE 2022
Heat Pump Water Heater
Provide incentives for electric heat pump water heaters and service panel upgrades to residents using gas or
electric resistance heaters
= 10 Completed Installations
Single-Family Multi-Family
Lights On Silicon Valley
Provide incentives for enrolling solar and battery
systems in the SVCE grid services program
750 Single-Family + 5
Multi-Family Projects
Completed by 2023
Goal:

Funding: ≤ $7.4M
Households Supported
= 1 CARE/FERA Installation Cumulative Service Panel Upgrades = 10 Completed Installations Above
the Initial Goal
5/22
Item 2
Attachment 3
Decarb Programs Update, June 2022
• •
• •
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• • • • • •
• • • • • •
• • • • +++++++
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-► -------· ---- 11111111
• I
CALeVIP
Level 2 DCFC
6,000,000
4,000,000
2,000,000
0 Reserved
9/21 10/21 11/21 12/21 1/22 2/22 3/22 4/22 5/22
150
100
50 0
ONGOING METRICS JUNE 2022
Provide incentives for electric vehicle (EV) chargers
as part of a regional program
= 25 Level 2 Installations
Goal: 150 Participants (Phase 1)
Funding: $1.5M
Participants Installations
FutureFit Fundamentals
Provide financial relief to contractors by
expanding their knowledge of electrification
technologies
1K Level 2 + 85 DC Fast
Chargers by 2023
Goal:

Funding: $11.58M
= 5 Participants Complete Course
= 5 DCFC Installations
Waitlisted
Installed
To be released in
future years
$4.06M*
$6M
$1.5M
*$1.5M of the reserved funding is under a final review and validation. $127,038
Item 2
Attachment 3
Decarb Programs Update, June 2022
■
■
•
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IV IV IV IV IV IV IV IV IV

IV IV IV IV IV IV IV IV
••••• &: &1 &1 &t &1
&: &1 &1 &t &1
&: &1 &1 &t &1
&: &1 &1 &t &1
&: &1 &1 &t &1
Streamlining Community-Wide Electrification
Building Decarb Joint Action Plan
Resilience at Community Facilities
FutureFit Homes & Buildings
Regional Coordination
Click for More Information Active In Development Complete C&I Clean Power Offerings
All-Electric Showcase Grants
FutureFit Heat Pump Water Heater
FutureFit Fundamentals
Accessible Financing
Local Policy to Decarbonize Existing Buildings
Feasibility Assessment - Natural Gas Phase Out By 2045
EV Infrastructure Strategy & Plan
CA Electric Vehicle Infrastructure Project (CALeVIP)
Priority Zone DCFC
MUD Technical Assistance & Incentives
Fleet Electrification Grants
SV Transportation Electrification Clearinghouse (SVTEC) Regional Recognition
Other Virtual Power Plant
Customer Resource Center (eHub)
Community Engagement Grants
Innovation Partners
Innovation Onramp Pilots
PROGRAMS AT A GLANCE JUNE 2022
POWER
SUPPLY
GRID

INTEGRATION

EDUCATION &

OUTREACH
BUILT

ENVIRONMENT

MOBILITY

INNOVATION
Reach Codes
CRCR Bill Relief
Lights On Silicon Valley
GridShift EV Charging
Data Hive
Item 2
Attachment 3
Decarb Programs Update, June 2022
-.......... .
-
June 16 11 AM – 3 PM
Silicon Valley Leadership Group - ESG to Carbon
Free, SVLG’s Energy & Sustainability Summit –
Oracle Conference Center,
Redwood City
July 22 & 23 1 – 5 PM Sustainable Silicon Valley Sustain-a-palooza –Virtual July 4 All Day Morgan Hill Freedom Fest – Advertising insert Silicon Valley Clean Energy will be connecting with customers at upcoming community and industry events and will be supporting communities an event sponsor.

Item 2
Attachment 4
ESCR Update, June 2022
Date Time
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Description Location
sponsorship & speaking opportunity
sponsorship & speaking opportunity
sponsorship
1 Residential 96.40%

96.40%
Commercial 96.48%
Item 2
Attachment 4
ESCR Update, June 2022
rA, s1L1coN VALLEY ~ CLEAN ENERGY 2
CARE and FERA Rate Relief Bill
• SVCE began crediting customer bills in April, and as of May 24, 2022 has applied over 57,800 bill credits of $12.50, totaling $722,500. These credits will continue monthly for income-qualified CARE and FERA customers through November 2022.

Net Energy Metering (NEM) Excess Solar Generation
• Annually, SVCE pays rooftop solar customers for excess solar they produce and put back on the grid. Through May 24, SVCE has provided $1,021,000 in NEM cash out checks and $404,000 in bill credits to customers. (Customers with a balance greater than $100 were sent a check and customers with a balance less than $100 were provided with a bill credit in accordance with SVCE’s new NEM policy.) Item 2
Attachment 4
ESCR Update, June 2022
rA, s1L1coN VALLEY ~ CLEAN ENERGY 3
The following agenda items were presented and discussed:
• Summer Readiness Communications
• Reach Code 1.0 EM&V
• Reach Codes 2.0 Update
• Community Resilience Program Update
Item 2
Attachment 4
ESCR Update, June 2022

4. Member Agency Working Group May Update
The recent MAWG meeting was held virtually on May 26, 2022 and was attended by 8 different agencies and organizations with a total of 21 participants.
4 Press Releases
• Chief Operating Officer Role Added to SV
Clean Energy,
Media
• South Bay nonprofit celebrates 5 years as
clean-energy provider,
Item 2
Attachment 4
ESCR Update, June 2022
-----Press Release, 05-18-22
The Mercury News,
05-08-22
South Bay nonprofit celebrates 5 years as clean-energy provider 000
5 • Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 5
Reg/Leg Update, June 2022
Item 2
Attachment 5
Reg/Leg Update, June 2022
C£)
Policy Updates
Regulatory Update: Legislative Update:

1. Provider of Last Resort (POLR)

2. Resource Adequacy Reform (RA Reform)

3. Integrated Resource Planning (IRP)

4. Voluntary Allocation Market Offer (VAMO)

5. Net Energy Metering (NEM 3.0)

1. May Revise

2. Bill Position Matrix

3. Reviewing Legislation

1. SB 1158 (Becker)

2. AB 2061 (Ting)

3. SB 1020 (Atkins, Laird)

4. Legislative Timeline
2 Item 2
Attachment 5
Reg/Leg Update, June 2022
Item 2
Attachment 5
Reg/Leg Update, June 2022
Key Regulatory Proceedings
Proceeding Purpose Status
Provider of Last
Resort (POLR)
Pro-actively develop rules and regulations for a
POLR should a CCA fail. Key issues include CCA
financial monitoring and Financial Security
Requirements (FSR).

Working with CaICCA to develop proposal to adjust
FSR. Comments due July 5th
Resource
Adequacy
Reform
Update resource adequacy rules and accounting
methodology to ensure system reliability. Key
proposals include 24-slice and 2-slice methods.

CPUC issued Proposed Decision on 5/20
supporting 24-slice proposal. Proposal does not
include transactability methods both CaICCA and
Joint CCAs sought. Working with CaICCA on
comments.

Ensure long-term system planning is on track to meet Awaiting further filing requirements in June, state's climate and reliability goals.

Integrated
Resource Plan
(IRP)
Voluntary allocation of legacy IOU Renewable Portfolio SVCE assessing contract structure and portfolio fit. SVCE will make a decision by July on Voluntary
Allocation (date pushed back by CPUC)
Voluntary
Allocation and
Market Offer
(VAMO)
Standard resources to CCAs.
4 Item 2
Attachment 5
Reg/Leg Update, June 2022
Key Regulatory Proceedings
Proceeding Purpose Status
Net Energy
Metering ("NEM
Update compensation structure
for rooftop solar owners.

On May 9, the CPUC reopened the NEM Successor Tariff proceeding (“NEM 3.0”), specifically requesting comments on aspects of the original, December 2021Proposed Decision (PD). The ruling seeks feedback from parties on the PD’s proposed grid access charge, calculation of non-bypassable charges to NEM customers, export compensation and specific rules for low-income customers. The ruling makes no changes to the PD and SVCE’s position on the NEM

3.0 PD remains unchanged.

3.0")
5 Item 2
Attachment 5
Reg/Leg Update, June 2022
9 eiepdn
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Item 2
Attachment 5
Reg/Leg Update, June 2022
CD Governor’s May Revise Climate Investments
Governor projecting $97.5 billion surplus and continues his strong focus on climate change.

Program Amount Notes
Strategic Electricity Reliability $5.2 billion
Reserve
Procuring new generation, keeping existing
generation capacity that was scheduled for
retirement, new clean back-up generation, DER,
Demand Response
Funding to help those who have struggled to pay for
utilities.

Incentives for low-income communities.

Charging infrastructure for low-income communities
and ZEV trucks and buses.

Provide training and education for clean energy jobs.

Electricity Utility Arrearages $1.2 billion
$970 million
Additional $6.1
billion
$845 million
Residential Solar and Storage
Electric Vehicles
Clean Energy Workforce
7 Item 2
Attachment 5
Reg/Leg Update, June 2022
CD SVCE Legislative Positions Matrix
Bill SVCE Position
(Legislative Program
Policy)
Summary Status Impact to
SVCE
AB 1814
(Grayson)
Adds CCAs as eligible program
administrators for CPUC’s
Transportation Electrification Program
SB 833 (Dodd) Creates grant program for local
government community resiliency plans (Climate Mitigation/Clean and to expedite permitting for
distributed energy resources.

Ensures notification to tenants and
property owners for tariff on bill
decarbonization charges.

Establishes a process for removing
individuals who are willfully interrupting
meetings
AB 1944 (Lee)
Allows legislative body members to
participate in meetings from private
locations and without publishing private
addresses on meeting notices.

Support
(Climate Mitigation/Clean
Energy Funding)
Died
5 Support Assembly
D
^
Energy Funding) 7
SB 1112
(Becker)
Support
(Fuel Switching and
Electrification)
Support
(per Board direction)
Assembly
SB 1100
(Cortese)
Assembly Local
Government :6
Support
(per Board direction)
Senate
:6 8
Item 2
Attachment 5
Reg/Leg Update, June 2022
CD SVCE Legislative Positions Matrix
Bill SVCE Position
(Legislative Program
Policy)
Summary Status Impact to
SVCE
SB 881 (Min) Allows the CPUC to require LSE
procurement to “achieve a diverse,
balanced, and reliable statewide
portfolio.” Allows the CPUC to assess
penalties and additional procurement.

Would require CEC approval for
electrification upon retrofit ordinances if and Electrification) the jurisdiction does not have
exemptions for 1) technical infeasibility,
2) cost effectiveness, 3) negative
impacts on low/moderate income
consumers, 4) adverse impacts on
skilled and trained workforce, and 5)
increases in costs for electricity
ratepayers.

Oppose Unless Amended Died
(CCA Procurement
Authority)
SB 1393
(Archuleta)
Oppose (Fuel Switching Assembly
9 Item 2
Attachment 5
Reg/Leg Update, June 2022
CD Additional Legislation
SVCE is actively reviewing the following bills:

Bill Summary SVCE Position Status
SB 1158 (Becker) Requires load serving entities to report hourly electricity purchases. Requires the CPUC to
assess whether reporting demonstrates
"adequate progress" towards GHG targets.

Would require entities to report EV reliability
data by sharing information on EV station
“uptime” (the amount of time the station is
functioning at expected energy levels) as a
condition of receiving state or ratepayer
funding.

Sets interim targets for SB 100’s 100%
renewable energy by 2045 goal. Creates
Climate and Equity Trust Fund to invest in
affordability, transportation/building
electrification, wildfire mitigation, and public
purpose programs.

Reviewing Assembly
AB 2061 (Ting) Reviewing Senate
SB 1020 (Atkins,
Laird)
Reviewing Assembly
10 •
•
•
•
•
•
•
•
•
•
•
•
Item 2
Attachment 5
Reg/Leg Update, June 2022
CD Key State Legislative Milestones
1/3: Legislature reconvenes
1/10: Governor submits budget
1/31: Deadline to move 2 year bills out of first house
2/18: Bill introduction deadline
4/29: Deadline for policy committees to move fiscal bills to fiscal committees 5/6: Deadline for nonfiscal bills to move to the floor
5/20: Deadline for fiscal committees to move bills to floor 5/27: Last day for bills to pass out of first house
6/15: Budget deadline
8/12: Fiscal Committees to move bills to floor
8/31: Last day for each house to pass bills
9/30: Governor deadline to sign bills
11 SVCE Agenda Look Ahead, June - October 2022
JUNE 2022 JULY 2022 AUGUST 2022 SEPTEMBER 2022 OCTOBER 2022 Board of Directors, June 8: No meeting Board of Directors, August 10:

Consent:

Minutes
May 2022 Treasurer Report
PCL Attestation
Committee Reports
Regular Calendar:

Investment Policy
Strategic Plan
Budget Preview
BPO Contract
PPAs - 2
Closed Session:

CEO Review discussion
Board of Directors, September 14:

Consent:

Minutes
June 2022 Treasurer Report
Committee Reports
Regular Calendar:

FY 22-23 Budget Adoption
Strategic Plan Adoption
IRP Update
Closed Session:

CEO Review
Board of Directors, October 12:

Consent:

Minutes
July 2022 Treasurer Report
Committee Reports
Regular Calendar:

IRP Approval
Executive Committee, June 24:

Investment Policy
Budget Intro
No meeting Executive Committee, August 26:

Program Snapshots
Executive Committee, September 23:

Program Snapshots
Executive Committee, October 28:

Program Snapshots
Special Meeting, June 10:

Discuss key emerging trends in the CA
electricity sector and climate policy impacting
SVCE
Audit Committee - TBD
Independent Auditor Selection
Audit Committee - TBD
Audit Kick-off
Finance & Administration Committee -
TBD
Item 2
Attachment 6
SVCE Board Action Requested - June Update
Date Meeting Where Requested Request/Comment Comments Department 8/11/2021 Board Meeting
Power Supply Contract with the California Community Choice Financing Authority. Note: Under discussion, Director Willey asked if it would be advantageous to have periodic check-ins to assure that the Board was satisfied with results. CEO Balachandran stated he would take that as an action item to the Finance Committee and bring it back to the Board for discussion. Staff is keeping this in mind as we plan for future agenda items for the Finance and Administration Committee Finance & Admin 5/12/2021 Board Meeting
Training request on how to manage a potential new working environment and check-in 6 months to 1 yr after implementation of a possible hybrid work structure
Staff will keep this in mind as the hybrid work structure is developed Executive
3/3/2021 Audit Committee SVCE liability insurance - is it a sufficient amount? (Alt. Dir. Wei) Staff will consider this when looking at overall risk
mitigation Finance & Admin
8/28/2020 Executive Committee
Policy check regarding duration of contracts before they go back out to bid (Dir. Gibbons)
Purchasing Policy does not currently have a formal
duration limit; will update Purchasing policy Finance & Admin 6/1/22
Item 2
Attachment 7

Page 1 of 3 ends

Staff Report – Item 3
Item 3: Amendment to Board Delegated Authority to Participate in the PG&E Voluntary Allocation Market Offer (VAMO) to Allow for the Resell of Excess Allocation to One or More Other CCAs
From: Girish Balachandran, CEO
Prepared by: Monica Padilla, Chief Operating Officer
Charles Grinstead, Senior Manager of Power Resources
Date: 6/8/2022

RECOMMENDATION
Staff recommends amending the previously delegated VAMO authority, approved by the Board on May 11, 2022, which authorized SVCE’s Chief Executive Officer (CEO) to participate in Pacific Gas and Electric’s (PG&E) Voluntary Allocation Market Offer (VAMO) to include an additional authority which will allow the CEO to resell portions or the entire allocation to one more third parties should SVCE determine the allocation is not required to meet its own long-term procurement directives.

Along with this request, staff is providing an update to a recent ruling which modifies the allocation schedule to allow LSEs to provide information on their Voluntary Allocations in their Renewable Portfolio Standard (“RPS”) Plans and an update regarding a proposed decision determining that PCC0 classifications will be retained and not interpreted as a resale.

BACKGROUND
VAMO
The California Public Utilities Commission (“CPUC”) opened Rulemaking (“R.”)17-06-026 on June 26, 2017, to review, revise and consider alternatives to the Power Cost Indifference Adjustor (“PCIA”). Among other things, D.18-10-019 opened a second phase of the proceeding with a working group process resulting in four decisions to address three specific topic areas: (1) the market price benchmarks, (2) a voluntary prepayment option, and (3) portfolio optimization and cost reduction of the investor-owned utilities’ (“IOUs”) PCIA portfolios. D.21-05- 030 was issued on May 24, 2021, as part of Phase 2 of the PCIA proceeding. Specifically, D.21-05-030 addresses portfolio optimization activities associated with RPS resources subject to PCIA cost recovery. A Voluntary Allocation and Market Offer (“VAMO”) mechanism was adopted, including authorizing a process for the IOUs to allocate a “slice” of an IOU’s entire PCIA-eligible RPS portfolio to eligible load serving entities (“LSEs”) in proportion to their vintaged, forecasted annual load share.

Under VAMO, LSEs have the option to contract for a long-term allocation, short-term allocation, bid to procure a short-term portion of the PCIA portfolio, or decline all or a portion of their allocation. Due to the contract term requirements of SB350, the long-term allocation would be the only contract that would contribute to the compliance requirement.

On May 11, 2022 the SVCE Board unanimously approved delegating authority to the CEO to participate in VAMO up to SVCE’s full allocation, approximately 25% RPS, provided staff determined it was needed to meet RPS requirements and further directed the CEO to report promptly to the Board if an allocation was taken. Materials from that meeting can be found here (Item 3): SVCE Board of Directors Meeting, May 11, 2022 Item 3
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 3 Agenda Date: 6/8/2022

Page 2 of 3 ends

34910991v1
Since the May 2022 Board meeting, the CPUC has provided additional information related to VAMO requirements and timeline.

DISCUSSION
SVCE’s PPAs face significant delay and termination risk, especially new build projects for solar and solar with storage. While staff expects to meet the RPS long-term procurement mandates, a portion of VAMO may be necessary if multiple PPAs are terminated. Assessing the exact amount is challenging since it is dependent on the fate of existing executed PPAs, generation from RPS resources on-line and actual load. Therefore, in the event the entire portion of VAMO is not required, SVCE would like to engage in third-party resales of its share, which is permitted under the VAMO rules. Staff has heard from several other community choice aggregators (CCAs) about interest in taking SVCE’s unused allocations.

Due to the nature of the Voluntary Allocation product, SVCE will only engage in transactions that exactly mirror the product mix and term of the underlying VAMO contract. Also, to remain indifferent to pricing, SVCE will only engage in pricing structures tied to the market price benchmark. As a condition precedent to accepting additional allocations of VAMO, SVCE must have an executed third-party contract.

If the Board approves staff’s request for an expanded VAMO authority, the CEO will exercise his authority to participate in VAMO if deemed necessary to ensure compliance with long-term RPS mandates, to meet the Board-approved over-procurement target of five percent or should any third-party execute a resale confirmation prior to the election deadline.

The following is an update and/or clarifications to the VAMO requirements per the CPUC:

1. Decision 21-05-030 Updating the VAMO Schedule
The ruling sets forth a modified procedural schedule for the RPS program. The revised schedule enables timely filing and resolution of matters related to (a) Voluntary Allocation (VA), and/or Market Offer (VAMO) processes for each LSE’s respective RPS Plan by August 15, 2022. With this adjustment to the schedule and the necessary time for processing of contracts, PG&E is requesting for elections of the Voluntary Allocation to be declared by July 8, 2022. Previously PG&E was requiring commitment by the end of May 2022.

2. PCC0 Classification Resolution
On December 8, 2021, the IOUs recommended that RECs eligible for PCC0 classification that are allocated from the IOUs’ PCIA eligible RPS portfolios to eligible LSEs through the Voluntary Allocation process retain their PCC0 classification eligibility, with the same benefits and limitations that apply to the IOUs’ use of PCC0 RECs.

This issue recently reached a proposed decision where the Commission has ruled Voluntary Allocations are not resales for purposes of determining the Portfolio Content Category (PCC) classification of Renewable Energy Credits (RECs) allocated to Power Charge Indifference Adjustment-eligible load serving entities (LSEs) including non-investor-owned utility (IOU) LSEs serving departed load. However, it has been determined that any subsequent transfer/sale of the allocated RECs will be considered a resale, and the REC PCC classification will change pursuant to D.11-12-052 and other applicable Renewables Portfolio Standard (RPS) law and policy.

ALTERNATIVES
As an alternative, SVCE can decide to take the minimum amount of VAMO based on an estimate of need to cover RPS long-term procurement requirements and not resell any excess quantity to another CCA or LSE. If SVCE elects more than is necessary and is unable to resell to another LSE, this will result in a non-optimal portfolio of RPS resources for SVCE.

Item 3
Agenda Item: 3 Agenda Date: 6/8/2022

Page 3 of 3 ends

34910991v1

STRATEGIC PLAN
Participating in VAMO and allowing for the resell of allocation surplus to SVCE’s needs helps meet SVCE’s Strategic Plan; Goal #5: Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner; Measure 1: Achieve SVCE 100% Clean goals; exceed long-term RPS mandate of 65%; meet RA obligations; meet IRP procurement mandates.

FISCAL IMPACT
The PG&E Confirmation, if executed, will begin delivery in January 2023 and funds will be budgeted to cover the cost as part of the fiscal year 2023 budget. Resales of the VAMO contract will not have any impact on SVCE’s fiscal budget as they will be effectuated as a transfer of the allocation.

ATTACHMENTS
None.

Item 3

Page 1 of 7 ends

Staff Report – Item 4
Item 4: Authorize the Chief Executive Officer to Execute Necessary Agreements with California Community Power and Participating Community Choice Aggregators for Renewable Resources from Ormat Nevada Inc. and Open Mountain Energy, LLC From: Girish Balachandran, CEO
Prepared by: Monica Padilla, COO and Director of Power Resources Oren Weiner, Power Resources Manager
Charles Grinstead, Sr. Manager of Power Resources
Date: 6/8/2022

RECOMMENDATION
Staff recommends that the Board delegate authority to the Chief Executive Officer (CEO) to execute on behalf of Silicon Valley Clean Energy Authority (SVCE), as a member of California Community Power (“CC Power”), the necessary agreements allowing for procurement of Renewable Portfolio Standard (RPS) eligible geothermal resources and Resource Adequacy (RA) from Ormat Nevada Inc. and Open Mountain Energy, LLC as follows:

1. Ormat Nevada Inc. (Ormat) Portfolio of Geothermal Projects a. Project Participation Share Agreement (PPSA) between SVCE, CC Power and participating community choice aggregators (Attachment 1)
b. Power Purchase Agreement (PPA) - Buyer Liability Pass Through Agreement (BLPTA) between SVCE, CC Power and Ormat Nevada Inc. (Attachment 2)
c. Expected Participation Share of 13.4% or 16.75 MW with quantity not to exceed 20.94 MW d. Delivery term of 20 years starting on or about June 1, 2024 e. Dollar authority not to exceed $256,000,000

2. Open Mountain Energy LLC., Fish Lake Geothermal (OME) a. Project Participation Share Agreement (PPSA) between SVCE, CC Power and participating community choice aggregators (Attachment 3)
b. Power Purchase Agreement (PPA) - Buyer Liability Pass Through Agreement (BLPTA) between SVCE, CC Power and OME (Attachment 4)
c. Expected Participation Share of 14.0% or 1.82 MW and quantity not to exceed 2.28 MW d. Delivery term of 20 years starting on or about April 1, 2024 e. Dollar authority not to exceed $30,000,000

BACKGROUND
Through the 2020 Integrated Resource Planning (IRP) proceeding, the California Public Utilities Commission (CPUC) had identified the need for additional clean energy resources and capacity including firm and/or baseload clean resources, and storage resources, to enable grid integration of a large fleet of intermittent resources to meet California’s greenhouse gas emission reduction goals and to replace several methane gas once-through-cooling (OTC) power plants that are scheduled to be shut down, and the Diablo Canyon Nuclear Power Plant (DCNPP) slated to retire between in 2024 and 2025.

Subsequently, in June 2021, as part of the 2020 IRP the CPUC issued through a decision order (D.21-06-035) the Mid-term Reliability Procurement Order (“MTR Order”) requiring jurisdictional load serving entities (LSEs), Item 4
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 4 Agenda Date: 6/8/2022

Page 2 of 7 ends

such as SVCE, to procure and/or develop a collective 11,500 MW of new capacity by 2026. SVCE’s share of the MTR Order is 237 MW which is determined based on SVCE’s load ratio to the CPUC’s jurisdictional load.

Included within the MTR Order is an identified need of 1,000 MW of new incremental capacity from firm clean resources (FCR) delivered from geothermal and/or biomass resources with an on-line date by August 2026.

SVCE’s share of the FCR requirement is approximately 22 MW. In January 2020, the SVCE Board approved a PPA with Ormat Mammoth Casa Diablo IV Energy Project (Orni50) for 7 MW of new geothermal capacity located in Mono County, California which will meet a portion of SVCE’s MTR requirement; materials from that meeting can be found here (Item 8): SVCE Board Meeting, January 8, 2020.

In October 2021, CC Power issued the Firm Clean Energy Resources RFO for resources that meet the CPUC’s requirements set forth in (D.21-06-035) to procure new resources with at least 80% capacity factor that must not be subject to use limitations or be weather dependent required for compliance in 2026.

Offers were due December 13, 2021 and CC Power received bids from 6 bidders and 16 projects with only 5 of the projects located in California. Two bidders were shortlisted, one project from OME and the portfolio of projects from Ormat.

On May 31, 2022 CC Power board of directors (“Board”) unanimously approved Resolutions No. 22-05-03 and 22-05-04 (Attachments 5 and 6) approving and delegating authority to the CC Power General Manager to execution PPAs with OME and Ormat respectively and subsequent PPSA with the participating members once each member receives governing board approval to participate in the projects.

ANALYSIS & DISCUSSION
The two CC Power FCR projects proposed for board approval will continue to bridge the gap towards SVCE meeting CPUC MTR compliance while also providing RPS eligible long-term renewable energy, delivered with a high capacity factor in support of state mandated and board directed RPS goals. Further, because of the firm nature of geothermal resources, both projects are expected to provide a reliable source of RA. The recommended projects are located outside of the California Independent System Operator (CAISO) balancing authority, as such SVCE will need to retain import capability from the CAISO to enable the resources to meet CPUC RA requirements and therefore count towards SVCE's MTR obligations.

Following is a summary of the two projects recommended for approval.

1. Ormat Geothermal Portfolio
Ormat will provide the project participants a portfolio of new geothermal projects located in California and Nevada. The projects are still under development and the precise capacity per project and available to CC Power is not yet known. At a minimum the portfolio will provide 64 MW and will not exceed 125 MW. As projects materialize, CC Power and the participants will be given the opportunity to elect projects into the portfolio of resources. All projects included in the portfolio will need to meet RPS PCC1 and RA eligibility requirements satisfied by obtaining the necessary import capability rights. In the event SVCE and/or the other participants are unable to obtain import capacity rights for a specific geothermal project, the participants can elect not to include the resource in the portfolio. SVCE’s expected share of the Ormat portfolio is 16.75 megawatts (MW) of capacity and approximately 128,000 megawatt hours (MWh) of energy annually or 3.3% of retail sales.

Ormat is a leading geothermal company, which owns, operates, designs, manufactures and sells geothermal power plants primarily based on the Ormat Energy Converter – a power generation unit that converts low-, medium- and high-temperature heat into electricity. Ormat has engineered, manufactured, and constructed power plants totaling over 3,000 MW of gross capacity and currently owns a generating portfolio of 1,100 MW (net), spread globally in the United States (California, Nevada, Oregon, Idaho and Hawaii), Guatemala, Guadeloupe, Kenya and Indonesia. SVCE along with Central Coast Community Energy and Southern California Public Power Authority are off-takers of Ormat’s Mammoth Casa Diablo IV Energy Project set to come on-line in mid-June 2022.

Item 4
Agenda Item: 4 Agenda Date: 6/8/2022

Page 3 of 7 ends

Project Overview
Project Name Ormat Geothermal Portfolio
Technology Binary Geothermal
Portfolio Capacity & Expected Annual Energy 64 to 125 MWs SVCE’s expected share: 16.75 MW and 128,000 MWh

3.3% of load
Expected Commercial Operation Date & Term Varies but expected June 1, 2024, 20 years Developer Ormat Nevada Inc.

Location Nevada and Imperial Valley, California
Price Fixed-price $/MWh for energy delivered with no escalator Open Mountain Energy
OME’s Fish Lake Geothermal project is 13 MW of new capacity located in Esmeralda County, Nevada. The project will meet RPS PCC1 eligibility requirements and RA, provided SVCE obtains the import capability rights. Once the agreements are fully executed, SVCE is obligated to take its allocation regardless of whether it is able to obtain import capability. SVCE’s expected share from Fish Lake Geothermal is 1.82 MW of capacity and approximately 15,000 MWh of energy annually or 0.4% of retail sales.

Open Mountain Energy combines its geothermal and project development expertise with Kaishan Group's power plant technologies and manufacturing to form a cutting-edge industry leading vertically integrated geothermal energy company.

Project Overview
Project Name Fish Lake Geothermal
Technology Geothermal
Portfolio Capacity & Expected Annual Energy 13 MWs
SVCE’s expected share: 1.82 MW and 15,000 MWh

0.4% of load
Expected Commercial Operation Date & Term April 1, 2024, 20 years Developer Open Mountain Energy
Location Nevada
Price Fixed-price $/MWh for energy delivered with no
escalator
Project Participation and Recommended Maximum Authority The contract structures utilized for both Ormat and OME, involves CC Power signing a PPA with the project seller and each of the participating community choice aggregators (CCAs) signing a PPSA with CC Power. The structure is similar to the two long duration storage contracts SVCE’s board approved for execution with CC Power. SVCE will be one of many CC Power members sharing in the output, benefits, costs and obligations of the two geothermal projects.

Under the contracts, CC Power will pay the PPA rate and in return will be entitled to all product attributes from the facility, including energy arbitrage, ancillary services, and resource adequacy. Through the PPSA, SVCE will pay for its entitlement share of the projects and in turn receive its share of the attributes and benefits of the geothermal project. The eight participating CCAs will receive an entitlement share of the obligations and benefits associated with its capacity share. Table 1 is the expected entitlement share percentage and megawatts (MW) per participating CC Power member.

Item 4
Agenda Item: 4 Agenda Date: 6/8/2022

Page 4 of 7 ends

Table 1: Expected Entitlement Share of Firm Clean Resources Participant
Ormat
Entitlement
Share %
Ormat
Entitlement
Share MW
OME
Entitlement
Share %
OME
Entitlement
Share MW
Total
Entitlement
MW
Central Coast Community Energy 17.90% 22.38 18.60% 2.42 24.80 Clean Power San Francisco 13.90% 17.38 14.50% 1.89 19.27 Peninsula Clean Energy 17.10% 21.38 17.80% 2.31 23.69
Redwood Coast Energy Authority 3.20% 4.00 2.80% 0.36 4.36 San Jose Clean Energy 19.60% 24.50 17.40% 2.26 26.76
Silicon Valley Clean Energy 13.40% 16.75 14.00% 1.82 18.57 Sonoma Clean Power Authority 11.20% 14.00 11.70% 1.52 15.52 Valley Clean Energy 3.70% 4.63 3.20% 0.42 5.05
100% 125.00 100% 13.00 138.02
Both project PPSAs have a step-up provision capped at 125% of the original entitlement share. The step-up provision is necessary to ensure the PPA between CC Power and the project seller will continue in the event of one or more project participants default. In such case, rather than allowing the PPA to terminate, the remaining participants will increase their entitlement share.

The cap also limits each participants exposure and obligation as shown in Table 2. SVCE’s expected share of the OME agreement is 14.0% or 1.8 MW and 13.4% or 16.75 MWs for the Ormat agreements. The combined expected capacity share is 18.57 MW with a step-up capacity of 4.64 MW for a total of 23.21 MW.

Table 2: SVCE’s Capped Step-Up at 125% of Entitlement Share SVCE of FCR Ormat
Nameplate
MW
Ormat
Step-up
MW
OME
Entitlement
MW
OME
Step-up
MW
Total
Nameplate
MW
Total
Step-up
MW
Total Authority
MW

16.75 4.19 1.82 0.46 18.57 4.64 23.21
Consistent with the CC Power Board direction for enhanced contracting conditions, the developer will construct the project under a project labor agreement, thus assuring payment of prevailing wages and use of apprenticeship programs. For projects built in Nevada, both developers will adhere to the Nevada prevailing wage requirement with audit, or project labor agreement. Alternatively, developers may apply for and receive Nevada’s Renewable Energy Tax Abatement (RETA) benefits which require construction workforce is paid no less than 175% of the statewide average annual wage and provide adequate health insurance. The projects will also adhere to CC Power environmental and environmental justice conditions.

MTR Order and Compliance
The OME and Ormat projects meet the conditions established in the MTR Order for resources that must be able to deliver firm power (with a capacity factor of at least 80%), minimum ten-year contract term, start date by mid-2026 and ability to meet resource adequacy requirements. In aggregate, the firm clean generation resource mandate for the CCAs participating in joint FCR procurement through CC Power is expected to be 138 MW of nameplate capacity. Once adjusted for effective load carrying capacity (ELCC) the entitlement for the participants in the CC Power FCR RFO decreases to 114 MW of Net Qualifying Capacity (NQC).

Item 4

I I I I
Agenda Item: 4 Agenda Date: 6/8/2022

Page 5 of 7 ends

SVCE’s firm clean resources geothermal obligation is 20.5 MW which will be partially met with the execution of Ormat and OME as shown in Table 3. The remainder is anticipated to be met by the previously executed Ormat Casa Diablo project.

Table 3: MTR Order Net Qualifying Capacity (NQC) and Compliance MTR
Geothermal
Requirement
NQC MW
SVCE
Executed
Geothermal
PPA
Remaining
Need NQC
MW
SVCE’s Share
of CC Power
FCR
Procurement
NQC MW
Net Open
Position
+Surplus/(-)
Deficit NQC
MW

20.5 6.51 13.99 18.6 4.61
Renewable Portfolio Standard
In addition to helping meet SVCE’s MTR procurement order obligations, the two geothermal resources have the added benefit of helping comply with California’s RPS mandates under Senate Bill 100 (“SB 100”) which sets a 60% RPS by 2030 and 100% clean energy goal by 2045 and long-term procurement requirements as established by the Senate Bill 350 (“SB 350”).

SB350, passed in 2016, requires Load Serving Entities (LSE) such as SVCE to acquire a minimum of 65% of the state mandated RPS requirement through long-term PPAs (10 years or greater) starting with Compliance Period No. 4 “CP4” (2021-2024). The mandated overall RPS for CP4 is 40%, thus the long-term RPS procurement requirement is 26%. SVCE’s existing PPAs will achieve a combined 37.6% RPS in CP4 from long-term resources. Ormat and OME are expected to come on-line in mid-2024, thus providing minimal contribution towards requirements in CP4. With the inclusion of the two geothermal projects, SVCE’s long-term RPS is 37.95% in CP4, which is above California’s mandated long-term RPS requirement of 26%. For CP#5 and CP#6, SVCE’s long-term procurement is significantly above the minimum procurement targets set by the state. This number represents SVCE position assuming no PPAs are terminated, all contracts are operational based on most up-to-date expected on-line dates, and that the resources perform consistent with the generation profiles provided in the PPAs as well. Table 4 shows SVCE’s progress towards meeting the long-term RPS goals and mandates.

Table 4: RPS Under SB100 and SB350 Long-term Contracting Requirement per Compliance Period CP#4
2021-2024
CP#5
2025-2027
CP#6
2028-2030

1. State Mandated RPS per Compliance Period - % of
Retail Sales
40% 50% 57%

2. State Mandated % of Mandated RPS (Row #1) to be
Contracted Under RPS Long-term Contracts
65% 65% 65%

3. State Mandated % of Retail Sales with RPS Long-term Contracts (Row 2* Row 1)26% 33% 37%

4. SVCE: Current Compliance with Row #3: Existing RPS
Achieved with Long-term Contracts*

37.6% 60.6% 57.7%

5. SVCE: RPS Achieved with Ormat Geothermal
Portfolio

37.8% 63.9% 60.9%

6. SVCE: RPS Achieved with Ormat and OME 37.9% 64.2% 61.3% Open Position relative to State Mandate (Row #3)
+Above/ (-) Short +11.9% +32.1% +24.03%
*All Board approved and executed PPAs are included in the table. SVCE is currently in dispute with the developer of one PPA project, which may result in a reduction in RPS of approximately 4%, 6%, and 6% for CP#4, CP#5 and CP#6, respectively.

SVCE’s Board approved the 2021-2030 Integrated Resource Plan (“IRP”) in August 2020; following is a link to the staff report (Item 4): SVCE August 12, 2020 Board Meeting. The IRP identifies a preferred path Item 4
Agenda Item: 4 Agenda Date: 6/8/2022

Page 6 of 7 ends

(“Preferred Plan”) to cost-effectively achieve greenhouse gas emission reduction targets while ensuring a reliable grid. Included in the IRP and SVCE’s strategic plan are annual RPS targets set currently at 50 to 52% growing to 60% in 2030 in line with California’s RPS mandates. The IRP also sets aggressive long-term PPA procurement targets of at least five percent (5%) above the state mandated requirement. This is prudent to ensure compliance given project development, termination and/or energy production performance risk.

Figure 1 illustrates SVCE’s progress towards meeting the Board-approved and state mandated annual RPS targets.

Figure 1: SVCE Annual Renewable Portfolio with All Executed and Proposed Ormat Geothermal Portfolio and OME Fish Lake Geothermal PPAs via CC Power (2021-2030)

STRATEGIC PLAN
Execution of the FCR project agreements via CC Power supports the goals of the Board adopted Strategic Plan including:
• Goal 5 - Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner • Goal 6 - Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives

ALTERNATIVE
SVCE can decide to procure firm clean resources on its own and not through CC Power. This alternative is not recommended as SVCE’s requirements are relatively small and would be difficult to procure the exact amount required of SVCE via the MTR Order. Procuring on its own may require SVCE to over-procure while participating through the LDS Project will allow SVCE to minimize the amount of capacity procured.

SVCE can choose not to abide by the MTR Order. Doing so may expose SVCE’s ratepayers to significant cost in the form of “back-stop” procurement undertaken by a central procurement entity in addition to CPUC penalties imposed on SVCE.

Item 4
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1 , 500, 000
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2022
■ Short-term PCCl
SVCE Annual Renewable Portfolio Standard - 2022 to 2030 2023 2024 2025
■ Geothermal Wind
2026
Ca lendarYear
2027
■ Solar plus Storage
Load Forecast
SllCE RPS PoJic.v,
SB 100
2028 2029 2030
■ Solar Only
Agenda Item: 4 Agenda Date: 6/8/2022

Page 7 of 7 ends

FISCAL IMPACT
Ultimate execution of the Ormat and OME agreements will result in cost to SVCE starting in Fiscal Year 2023- 24, which will be included in the budget at that time. Staff’s spending authority over the life of the projects will be limited to the amount recommended including $256,000,000 for Ormat and $30,000,000 for OME.

Additional costs to administer the monitoring and implementation of the FCR Project agreements through CC Power are expected for FY 2022-23 and will be included in the proposed Operating Budget.

With the inclusion of the two proposed geothermal contracts, SVCE’s expected lifetime cost is $2.1 billion as shown in Table 5 below.

Table 5: Board Authorized Clean Energy Contracts Executed and Pending

ATTACHMENTS

1. CC Power/Ormat Power Purchase Agreement and BLPTA

2. ORGP LLP GEOTHERMAL PORTFOLIO, Participating Members and CC Power Project Participation Share Agreement

3. CC Power/One Mountain Energy Power Purchase Agreement and BLPTA

4. One Mountain Energy, Participating Members and CC Power Project Participation Share Agreement

5. CC Power Resolution 22-05-03 Approval of Fish Lake Geothermal Project and Authorization to Execute Associated Agreements.

6. CC Power Resolution 22-05-04 Approval of Ormat Geothermal Portfolio Project and Authorization to Execute Associated Agreements.

Item 4
- ,- - Lifetime
Notto Average
Exceed Annual Annual Cost as
Approximate % Authority Cost %of Power Board
Developer Project Name Technology Contract Type of Annual load Term (years) (MM$) (MM$) Supply Cost Approval Recurrent
1 Energy/canadian Solar Slate New Solar+ Storage PPA 6.7% 17 $198 $12 5% Oct-18 2 EDF Big Beau New Solar+ Storage PPA 5.8% 20 $196 $10 4% Oct-18 3 Ormat casa Diablo New Geothermal PPA 1.4% 10 $43 $4 2% Feb-20 4 Middle River Power Cose Existing Geothermal PPA 9.6% 15 $331 $22 9% Mar-20 5 First Solar/ LS Power Rabbitbrush New Solar+ Storage PPA 3.0% 15 $64 $4 2% Apr-20 6 Nextera Yellow Pine New Solar+ Storage PPA 4.1% 20 $128 $6 3% May-20 7 8 Minute Energy Aratina New Solar+ Storage PPA 6.6% 20 $174 $9 4% Jun-20 8 174 Power Global Atlas New Solar PPA 3.8% 10 $27 $3 1% Jan-21 9 Samsung Angela New Solar+ Storage PPA 1.4% 15 $35 $2 1% Mar-21 10 AES Mountain View Existing Wind PPA 3% 20 $128 $6 3% Apr-21 11 Origis San Luis West New Solar+ Storage PPA 4% 15 $74 $5 2% Apr-21 12 Clearway Victory Pass New Solar+ Storage PPA 8% 15 $149 $10 4% May-21 13 Terra-gen Cameron Crest Existing Wind PPA 5% 15 $150 $10 4% May-21 14 LS Power/Rev Renewable, Tumbleweed Long Duration Storage CC Power n/a 15 $100 $7 3% Feb-22 15 Onward Goal Line Long Duration Storage CC Power n/a 15 $100 $7 3% Mar-22 16 Ormat Geothermal Portfolio Geothermal CC Power 3.3% 20 $256 $13 5% Pending 17 OME Fish Lake Geothermal CC Power 0.4% 20 $30 $1.5 1% Pending Total 66% $2,183 $131 55%

RENEWABLE POWER PURCHASE AGREEMENT

COVERSHEET
Seller: ORGP LLC, a Delaware limited liability company
Buyer: California Community Power, a California joint powers authority Description of Project: A portfolio of geothermal powered electric generating plants located in the States of California and Nevada with a maximum generating capacity of 125 MW.

Delivery Term: See Section 2.2.

Guaranteed Generation and Maximum Generation: See Appendix J.

Contract Price:

Product:
☒ Delivered Energy
☒ Green Attributes (Portfolio Content Category 1) associated with the Delivered Energy ☒ Capacity Attributes (Resource Specific Import RA)
☒ Ancillary Services
Scheduling Coordinator: Seller
Security:

Project Development Security:

Delivery Term Security:

APPROVAL DRAFT
Attachment A to Resolution 22-05-04
Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
ARTICLE I DEFINITIONS AND INTERPRETATION.............................................................. 1 Section 1.1 Definitions............................................................................................ 1 Section 1.2 Interpretation...................................................................................... 23 ARTICLE II EFFECTIVE DATE, TERM, AND EARLY TERMINATION ............................ 24 Section 2.1 Effective Date and Agreement Term ................................................. 24 Section 2.2 Delivery Term.................................................................................... 24 Section 2.3 Survivability....................................................................................... 24 Section 2.4 Early Termination Rights................................................................... 24 ARTICLE III DEVELOPMENT OF THE FACILITIES............................................................ 25 Section 3.1 Project Design and Facility Specifications ........................................ 25 Section 3.2 Permitting and CEQA Exemption ..................................................... 26 Section 3.3 Performance Testing Conditions Criteria……………………………26 Section 3.4 Site Confirmation............................................................................... 26 Section 3.5 Certification of Commercial Operation Dates................................... 27 Section 3.6 Milestone Schedule............................................................................ 27 Section 3.7 Performance Damages ....................................................................... 28 Section 3.8 Notice of Facility Net Capacity and Primary Point of Delivery........ 29 Section 3.9 Revision of Facility Net Capacity...................................................... 29 Section 3.10 Delivery of Energy Prior to Commercial Operation Date ................. 30 Section 3.11 Facility Removal for Failure to Obtain CEC Certification................ 30 Section 3.12 [Reserved].......................................................................................... 31 Section 3.13 Decommissioning and Other Costs.................................................... 31 ARTICLE IV OPERATION AND MAINTENANCE OF THE FACILITY.............................. 31 Section 4.1 General Operational Requirements.................................................... 31 Section 4.2 Operation and Maintenance Plan; Operation and Maintenance Reports............................................................................................... 31 Section 4.3 Environmental Credits ....................................................................... 32 Section 4.4 Planned and Forced Outages.............................................................. 32 Section 4.5 Facility Operation .............................................................................. 33 ARTICLE V COMPLIANCE DURING OPERATION PERIOD; GUARANTEES ................. 33 Section 5.1 Guarantees.......................................................................................... 33 APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
Section 5.2 Buyer’s Right to Monitor in General................................................. 33 Section 5.3 Effect of Review by Buyer ................................................................ 34 Section 5.4 Reporting and Information; Administration and Periodic Reporting............................................................................................ 34 Section 5.5 Initial Performance Test..................................................................... 35 Section 5.6 Contract Provisions............................................................................ 35 Section 5.7 Quality Assurance Program; Routine and Preventive Maintenance Services ........................................................................ 36 Section 5.8 No Liens............................................................................................. 36 Section 5.9 Seller Performance Security .............................................................. 36 Section 5.10 Lease or Permit No Longer in Effect................................................. 39 Section 5.11 Project Company Bankruptcy ............................................................ 40 Section 5.12 Buyer Credit Arrangements............................................................... 40 ARTICLE VI PURCHASE AND SALE OF POWER................................................................ 41 Section 6.1 Purchases by Buyer............................................................................ 41 Section 6.2 Seller’s Failure ................................................................................... 42 Section 6.3 Buyer’s Failure................................................................................... 42 Section 6.4 Sales to Third Parties ......................................................................... 42 Section 6.5 Nature of Remedies............................................................................ 43 ARTICLE VII TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS ......... 43 Section 7.1 In General........................................................................................... 43 Section 7.2 Scheduling of Energy......................................................................... 43 Section 7.3 Costs................................................................................................... 45 Section 7.4 Curtailment Required by Buyer; Market Curtailment Periods.......... 45 Section 7.5 Curtailment of Seller’s Transmission Services.................................. 45 Section 7.6 Title; Risk of Loss.............................................................................. 46 ARTICLE VIII GREEN ATTRIBUTES; RPS COMPLIANCE................................................. 46 Section 8.1 Transfer of Green Attributes.............................................................. 46 Section 8.2 Reporting of Ownership of Green Attributes..................................... 46 Section 8.3 Green Attributes................................................................................. 46 Section 8.4 Use of Accounting System to Transfer Green Attributes.................. 47 APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
Section 8.5 Further Assurances............................................................................. 48 Section 8.6 RPS Compliance ................................................................................ 48 Section 8.7 Solar Generating Capacity Serving Parasitic Load............................ 50 ARTICLE IX MAKEUP OF SHORTFALL ENERGY .............................................................. 50 Section 9.1 Makeup of Shortfall ........................................................................... 50 Section 9.2 Replacement Energy .......................................................................... 50 Section 9.3 Shortfall Liquidated Damages ........................................................... 50 ARTICLE X CAPACITY RIGHTS ............................................................................................ 51 Section 10.1 Purchase and Sale of Capacity Rights ............................................... 51 Section 10.2 Representation Regarding Ownership of Capacity Rights ................ 52 Section 10.3 Resource Adequacy Failure ............................................................... 52 ARTICLE XI BILLING; PAYMENT; AUDITS; METERING; POLICIES.............................. 53 Section 11.1 Billing and Payment........................................................................... 53 Section 11.2 Calculation of Delivered Energy; Invoices and Payment.................. 53 Section 11.3 Disputed Invoices............................................................................... 55 Section 11.4 Right of Setoff.................................................................................... 55 Section 11.5 Records and Audits............................................................................ 55 Section 11.6 Electric Metering Devices.................................................................. 56 Section 11.7 Taxes.................................................................................................. 57 ARTICLE XII REPRESENTATIONS AND WARRANTIES; COVENANTS OF SELLER......................................................................................................... 57 Section 12.1 Representations and Warranties of Buyer.......................................... 57 Section 12.2 Representations, Warranties and Covenants of Seller ....................... 58 Section 12.3 Covenant of Seller Related to Investments........................................ 62 Section 12.4 Covenants of Seller Related to Tax Equity Financing....................... 62 Section 12.5 Additional Covenants of Seller.......................................................... 62 ARTICLE XIII DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE...................................................................................................... 62 Section 13.1 Default................................................................................................ 62 Section 13.2 Default Remedy ................................................................................. 63 Section 13.3 Termination for Default ..................................................................... 64 APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
Section 13.4 Pass Through of Buyer Liability........................................................ 65 Section 13.5 No Recourse to Members of Buyer ................................................... 66 ARTICLE XIV MISCELLANEOUS .......................................................................................... 66 Section 14.1 Authorized Representative................................................................. 66 Section 14.2 Notices ............................................................................................... 66 Section 14.3 Dispute Resolution............................................................................. 66 Section 14.4 Further Assurances............................................................................. 67 Section 14.5 No Dedication of Facilities................................................................ 67 Section 14.6 Force Majeure .................................................................................... 67 Section 14.7 Assignment of Agreement; Certain Agreements by Seller................ 69 Section 14.8 Ambiguity .......................................................................................... 71 Section 14.9 Attorney Fees & Costs....................................................................... 71 Section 14.10 Voluntary Execution .......................................................................... 71 Section 14.11 Entire Agreement............................................................................... 71 Section 14.12 Governing Law .................................................................................. 71 Section 14.13 Venue ................................................................................................. 72 Section 14.14 Execution in Counterparts.................................................................. 72 Section 14.15 Effect of Section Headings ................................................................ 72 Section 14.16 Waiver................................................................................................ 72 Section 14.17 Relationship of the Parties ................................................................. 72 Section 14.18 Third-Party Beneficiaries................................................................... 72 Section 14.19 Damage or Destruction; Insurance; Condemnation; Limit of Liability.............................................................................................. 73 Section 14.20 Severability ........................................................................................ 73 Section 14.21 Confidentiality ................................................................................... 73 Section 14.22 Mobile-Sierra ..................................................................................... 74

APPROVAL DRAFT
Section 14.23 Service Contract and Forward Contract............................................. 75 Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
Appendices
APPENDIX A – PAYMENT SCHEDULE
APPENDIX B – FORM OF FACILITY SPECIFICATIONS
APPENDIX C – BUYER AND SELLER BILLING, NOTIFICATION AND SCHEDULING

CONTACT INFORMATION
APPENDIX D – OPERATIONAL CHARACTERISTICS
APPENDIX E – FORM OF LETTER OF CREDIT
APPENDIX F – INSURANCE
APPENDIX G – FORM OF GUARANTEE
APPENDIX H – QUALITY ASSURANCE PROGRAM
APPENDIX I – FORM OF MILESTONE SCHEDULE
APPENDIX J – GUARANTEED GENERATION AND MAXIMUM GENERATION APPENDIX K – FORM OF COMMERCIAL OPERATION CERTIFICATE
APPENDIX L – FORM OF BUYER LIABILITY PASS THROUGH AGREEMENT APPENDIX M – PROJECT PARTICIPANTS AND LIABILITY SHARES
APPENDIX N – ILLUSTRATIVE FACILITY LIST
APPENDIX O – FORM OF PROGRESS REPORT
APPENDIX P – FORM OF ATTESTATION

APPENDIX Q - FORM OF REPLACEMENT RA NOTICE

SCHEDULE

SCHEDULE A ORGANIZATIONAL AND OWNERSHIP STRUCTURE OF PROJECT

APPROVAL DRAFT

COMPANIES, SELLER, AND EQUITY OWNERS
Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement

RENEWABLE POWER PURCHASE AGREEMENT

PARTIES
THIS RENEWABLE POWER PURCHASE AGREEMENT (this “Agreement”) is dated as of the 31st day of May, 2022 (“Effective Date”), and entered into by and between CALIFORNIA COMMUNITY POWER, a California joint powers authority (“Buyer”), and ORGP LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Seller”). Each of Buyer and Seller is referred to individually in this Agreement as a “Party” and together they are referred to as the “Parties.”

RECITALS
WHEREAS, the California Public Utilities Commission directed Buyer’s members to procure Firm Clean Resources that meet the requirements of CPUC Decision 21-06-035; and WHEREAS, Buyer issued a “Request for Offers Seeking Firm Clean Resources” (“RFO”); and
WHEREAS, Seller’s parent company on behalf of Seller responded to the RFO and following negotiations, Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, certain renewable energy and associated environmental attributes; and WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which such sales and purchases shall be made.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein, and the mutual covenants and agreements herein set forth, the Parties agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions. The following terms in this Agreement and the appendices hereto shall have the following meanings when used with initial capitalized letters:
“Accepted Compliance Costs” has the meaning set forth in Section 8.6(c). “Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is under Control by, or is under common Control with such Person. Subject to transfers as may be permitted under this Agreement, each Project Company, Upstream Equity Owner and Downstream Equity Owner shall be an Affiliate of Seller. “Agreement” has the meaning set forth in the preamble of this Agreement and includes the Cover Sheet and any Appendices and Schedules and any written supplements hereto. “Agreement Term” has the meaning set forth in Section 2.1.

APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
“Alternate Points of Delivery” means any of the following points of delivery: (a) Gonder.IPP, (b) Eldorado 230/Mead, (c) Imperial Valley 230, or (d) such other points of delivery as may be agreed between Buyer and Seller.
“Ancillary Documents” means the Buyer Ancillary Documents and the Seller Ancillary Documents.
“Ancillary Services” means all ancillary services, power products and other power attributes, if any, associated with the installed capacity of the Facility, in each case solely to the extent the same can be provided to Buyer without making any change to the applicable Facility or its operation.
“ASME” means American Society of Mechanical Engineers.
“Assumed Daily Deliveries” has the meaning set forth in Section 13.3(c). “ASTM” means American Society for Testing and Materials. “Authorized Auditors” means representatives of Buyer who are authorized to conduct audits on behalf of Buyer.
“Authorized Representative” means, with respect to each Party, the Person designated as such Party’s authorized representative pursuant to Section 14.1. “AWS” means American Welding Society.
“Bankruptcy” means any case, action, or proceeding under any bankruptcy, reorganization, debt arrangement, insolvency, or receivership law or any dissolution or liquidation proceeding commenced by or against a Person and, if such case, action, or proceeding is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person or shall result in an order for relief or shall remain undismissed for ninety (90) days. “Business Day” means any day that is not a Saturday, a Sunday, or a day on which commercial banks are authorized or required to be closed in New York, New York. “Buyer” has the meaning set forth in the preamble of this Agreement. “Buyer Ancillary Documents” all instruments, agreements, certificates, and documents executed by Buyer pursuant to this Agreement.
“Buyer Liability Pass Through Agreement” means an agreement by and between Seller, Buyer and the applicable Project Participant, in the form set forth in Appendix L. “Buyer’s Member” means any member of Buyer that has entered into the Joint Powers Agreement.
“CAISO” means the California Independent System Operator Corporation. “California Prevailing Wage Requirement” has the meaning set forth in Section 12.2(o).

APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
“California Public Utilities Code” means the Public Utilities Code of the State of California, as may be amended from time to time.
“California Renewables Portfolio Standard” or “RPS” means the renewables portfolio standard program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time, and as administered by the CEC as set forth in CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the CPUC as set forth in CPUC Decision (“D.”) 08-08-028, D.08-04-009, D.10-03-021, D.11-01-025, D.11-12-020, D.11-12-052, D.12-06-038, D.13-11-024, D.14-12-023, D.17-06-026, and D.19-02-007, and as may be modified by subsequent decisions of the CPUC or by subsequent legislation and regulations promulgated with respect thereto.
“Capacity Buydown Damages” has the meaning set forth in Section 3.7(a). “Capacity Attribute” means any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that a Facility can generate or deliver to the Points of Delivery at a particular moment and that can be purchased and sold under CAISO market rules and CPUC decisions, including Resource Adequacy Benefits. “Capacity Rights” means the rights, whether in existence as of the Effective Date or arising thereafter during the Agreement Term, to Capacity Attributes, Resource Adequacy Benefits, or reserves associated with the electric generating capability of each Facility, including the right to resell such rights.
“CEC” means California’s State Energy Resources Conservation and Development Commission, also known as the California Energy Commission, and any successor agency thereto. “CEC Certification Deadline” means for each Facility, the date that is either (a) one hundred eighty (180) days following the Commercial Operation Date for such Facility if failure to be CEC Certified at such time is the result of Seller’s fault or negligence (including any failure to submit timely required documentation to the CEC) or (b) three hundred sixty (360) days following the Commercial Operation Date for such Facility if failure to be CEC Certified at such time is not the result of Seller’s fault or negligence.
“CEC Certified” means that the CEC has certified that the Facility is an Eligible Renewable Energy Resource in accordance with California Public Utilities Code Section 399.12(e) and the guidelines adopted by the CEC, as amended from time to time, and any successor statute. “CEC Pre-certified” means that the CEC has issued a precertification for the Facility indicating that the planned operations of the Facility would comply with applicable CEC requirements for the Facility to be CEC Certified.
“CEQA” means the California Environmental Quality Act, Public Resources Code §§ 21000, et seq., as amended from time to time, and any successor statute.

APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
“Change in Control” means the occurrence, whether in a single transaction or in a series of related transactions at any time during the Agreement Term of any one or more of the following:
(a) a merger or consolidation of Seller, any Project Company or any Upstream Equity Owner or Downstream Equity Owner, with or into any other Person, or any other reorganization, as a result of which the members or shareholders, as applicable, of Seller or any Project Company or the members or shareholders, as applicable, of any Upstream Equity Owner or Downstream Equity Owner immediately prior to such consolidation, merger, or reorganization, (i) own less than fifty percent (50%) of the equity ownership of the surviving entity or any Project Company or (ii) cease to have the power to Control the management and policies of the surviving entity immediately after such consolidation, merger, or reorganization, (b) any transaction or series of related transactions in which in excess of fifty percent (50%) of the equity ownership of Seller or any Project Company, or any Upstream Equity Owner or Downstream Equity Owner, or the power to Control the management and policies of Seller or any Project Company, or any Upstream Equity Owner or any Downstream Equity Owner, is transferred to another Person, (c) a sale, lease, or other disposition of all or substantially all of the assets of Seller, any Project Company, or any Upstream Equity Owner or Downstream Equity Owner, (d) the dissolution or liquidation of Seller, any Project Company or any Upstream Equity Owner or any Downstream Equity Owner, or (e) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing, provided, however, that a Change in Control shall not include (1) any transaction or series of transactions in which the membership or other equity interests in or assets of Seller, any Project Company, or any Upstream Equity Owner or any Downstream Equity Owner, are issued or transferred to another Person solely for the purpose of a Tax Equity Financing; (2) any transaction or series of transactions in which the membership interests in or assets of Seller, any Project Company or any Upstream Equity Owner or Downstream Equity Owner are issued or transferred to any other Person that is directly or indirectly at least 50% owned and whose management and policies are controlled by Ormat Nevada Inc.; or (3) any transaction or series of transactions in which the membership or other equity interests in or assets of Seller, any Project Company, any Upstream Equity Owner or any Downstream Equity Owner are transferred to a Permitted Transferee.
“Change in Law” means a change in any federal, state, local, or other law (including any environmental laws), resolution, standard, code, rule, ordinance, directive, regulation, order, judgment, decree, ruling, determination, permit, certificate, authorization, or approval of a Governmental Authority (other than Buyer) which is applicable to either Party or any Facility or any of the products sold therefrom.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Commercial Operation” means, for each Facility, the date on which all of the following have occurred:
(a) Seller has delivered to Buyer a completion certificate from a Licensed Professional Engineer substantially in the form of Appendix K; (b) All Permits for the operation of the Facility have been obtained and shall be in full force and effect, and all conditions thereof that are capable of being satisfied on the Commercial Operation Date have been satisfied, provided, that, Seller may demonstrate APPROVAL DRAFT Item 4
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satisfaction of this clause (b) by delivery to Buyer of a copy of a temporary or final certificate of occupancy (or equivalent) for the Facility;
(c) The Facility has been CEC Pre-certified, and Seller reasonably expects the Facility to be CEC Certified in no more than one hundred eighty (180) days from the Commercial Operation Date;
(d) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements that are reasonably capable of being complete prior to the Commercial Operation Date under WREGIS rules, including (as applicable) the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system; (e) Buyer shall have received the Delivery Term Security required pursuant to Section 5.9, which includes the portion corresponding to such Facility; (f) Seller or its Affiliate shall have entered into interconnection agreements with Transmission Providers pursuant to which it has obtained Facility Interconnection Rights and Interests as necessary for the delivery of Facility Energy to the Point of Interconnection; (g) Seller shall have entered into, or been assigned, transmission agreements with Transmission Providers pursuant to which it has obtained Firm Transmission Rights as necessary for the delivery of Facility Energy from the Point of Interconnection to the Points of Delivery, in the case of Facilities located in Nevada, using NV Energy’s Transmission Services and Transmission System;
(h) If Seller has elected to designate such Facility as a Pseudo-Tie Resource:
(i) a Meter Service Agreement (as defined in the CAISO Tariff) between Seller and CAISO shall have been executed and delivered and be in full force and effect, and a copy of such agreement delivered to Buyer; (ii) a Pseudo-tie Participating Generator Agreement (as defined in the CAISO Tariff) between Seller and CAISO shall have been executed and delivered and be in full force, and a copy of such agreement delivered to Buyer; and (iii) Seller shall have provided Buyer a CAISO Resource ID (as defined in the CAISO Tariff) and PMAX (as defined in the CAISO Tariff) for the Facility; and
(i) If Seller has elected to designate such Facility as a Dynamically Scheduled Resource, a Dynamic Scheduling Agreement, Dynamic Imports Operating Agreement, and, if applicable, a Meter Service Agreement between Seller, Seller’s Scheduling Coordinator or the balancing authority for the Facility and CAISO.
“Commercial Operation Date” means, for a Facility, the date on which Commercial Operation of such Facility occurs, as determined pursuant to Section 3.5. “Compliance Actions” has the meaning set forth in Section 8.6(c). “Compliance Costs” has the meaning set forth in Section 8.6(c).

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“Compliance Expenditure Cap” has the meaning set forth in Section 8.6(c). “Compliance Obligations” has the meaning set forth in Section 8.6(c). “Confidential Information” has the meaning set forth in Section 14.21(a). “Construction Start” means the date on which Seller has (a) executed an engineering, procurement, and construction contract, (b) issued thereunder a final Notice to Proceed to begin physical construction at the Site, and (c) commenced physical movement of soil at the Site. “Contract Year” means (a) the period beginning on the Commercial Operation Date of the first Facility to achieve Commercial Operation, as determined pursuant to Section 3.5, and ending on December 31st of that year, and (b) each succeeding period of twelve (12) consecutive months following the period described in the preceding clause (a) until the end of the Delivery Term; provided that, unless the Commercial Operation Date for the last Facility to achieve Commercial Operation occurs on January 1st of any Contract Year, the last Contract Year will be shorter than twelve (12) months.
“Contract Price” has the meaning set forth on the Cover Sheet. “Control” means (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person. “Costs” has the meaning set forth in Section 13.3(f).
“CPM Soft Offer Cap” has the meaning set forth in the CAISO Tariff. “CPUC” means the California Public Utilities Commission and any successor thereto. “Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Deemed Delivered RA” means the amount of Net Qualifying Capacity expressed in MW that the Facility would have delivered, but for the failure of Project Participants to obtain Import Capability sufficient to allow for the importation of such capacity into the CAISO. “Default” has the meaning set forth in Section 13.1.
“Defaulting Party” has the meaning set forth in Section 13.1. “Delay Damages” has the meaning set forth in Section 3.7(a). “Delivered Energy” means, in any Settlement Interval or Settlement Period, the lesser of (a) the aggregate amount of Energy, measured in MWh, delivered by Seller for receipt by Buyer at the Primary Point of Delivery for each Facility, or, if applicable in accordance with Section 7.5, the applicable Alternate Point of Delivery, net of Parastic Load and Electrical Losses, as APPROVAL DRAFT Item 4
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measured by the Electric Metering Devices for each Facility, and (b) the amount of Energy specified in the E-Tags associated with the Delivered Energy. “Delivery Term” has the meaning set forth in Section 2.2. “Delivery Term Security” has the meaning set forth in Section 5.9(b). “Development Period” means the period beginning on the Effective Date and ending on the Final COD Deadline; provided that if the Project Net Capacity is less than the Minimum Capacity on such date, then the Development Period shall be extended to the earliest of (a) the date that the Project Net Capacity becomes equal to or greater than the Minimum Capacity and (b) the Minimum Capacity Cure Date.
“Dispute” has the meaning set forth in Section 14.3(a). “Dispute Notice” has the meaning set forth in Section 14.3(a). “Downgrade Event” shall mean any event that results in a Person failing to meet the credit requirements of a Qualified Issuer or a Qualified Guarantor, as applicable, or the commencement of involuntary or voluntary bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar proceeding (whether under any present or future statute, law, or regulation) with respect to such Person. In the case of Ormat Technologies, Inc., a Downgrade Event would mean a material adverse change in such entity’s financial condition after the time of a Delivery Term Security posting.
“Downstream Equity Owner” means a Person that owns or Controls at least fifty percent (50%) of the equity of a Project Company at any level below Seller. “Dynamically Scheduled Resource” means a generating facility that executes a a Dynamic Scheduling Agreement, Dynamic Imports Operating Agreement, and, if applicable, a Meter Service Agreement between Seller, Seller’s Scheduling Coordinator or the balancing authority for the Facility and CAISO and that complies with all CAISO Tariff requirements applicable to a Dynamic Resource-Specific System Resource, including Appendix M to the Tariff. “Dynamic Imports Operating Agreement” means an agreement between the CAISO and the host balancing authority for the Facility that enables Dynamic Schedules from the host balancing authority to the CAISO balancing authority, which may be in the form of the agreement referred to in the CAISO Tariff as the “Dynamic Scheduling Host Balancing Authority Operating Agreement” or (b) an alternative agreement, reasonably acceptable to the CAISO and consistent with the CAISO Tariff, governing the terms of dynamic transfers between CAISO and the host balancing authority for the Facility and enabling Dynamic Schedules pursuant to this Agreement. “Dynamic Schedule” has the meaning set forth in the CAISO Tariff. “Dynamic Resource-Specific System Resource” has the meaning in the CAISO Tariff. “Dynamic Scheduling Agreement” has the same meaning as that set forth in the CAISO Tariff for “Dynamic Scheduling Agreement for Scheduling Coordinators”.

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“Early Termination Date” has the meaning set forth in Section 13.3(a). “Effective Date” has the meaning set forth in the preamble of this Agreement. “Electric Metering Devices” means the CAISO-approved, revenue-grade meters, metering equipment, and data processing equipment used to measure, record, or transmit data relating to Facility Energy. Electric Metering Devices include the metering current transformers and the metering voltage transformers. Subject to meeting any applicable CAISO requirements, the Electric Metering Devices shall be programmed to adjust for Electrical Losses to the Primary Point of Delivery or, if applicable in accordance with Section 7.5, the applicable Alternate Point of Delivery, in accordance with CAISO’s rules for Pseudo-Tie Resources or Dynamically Scheduled Resources, as applicable, and in a manner subject to Buyer’s prior written approval, not to be unreasonably withheld.
“Electrical Losses” means all transmission or transformation losses or gains for a Facility associated with delivery of Facility Energy to the Primary Point of Delivery for such Facility or, if applicable in accordance with Section 7.5, the applicable Alternate Point of Delivery, in accordance with CAISO’s rules for Pseudo-Tie Resources or Dynamically Scheduled Resources, as applicable.
“Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time. “Energy” means electrical energy.
“EPA” means the Environmental Protection Agency and any successor agency. “EPC Contractor” means Seller’s or its Affiliate’s contractor primarily responsible for the construction of the applicable Facility’s power block. “Event of Default” has the same meaning as Default.
“Excluded Facility” has the meaning set forth in Section 3.1. “Facility” means each of the geothermal powered electric generating plants designated by Seller for inclusion in the Project in accordance with Section 3.1, whose Facility Energy, Green Attributes and Capacity Attributes Seller commits to sell to Buyer under the terms and conditions of this Agreement and as to which the provisions of this Agreement apply. “Facility Credit Agreement” has the meaning set forth in Section 14.7(f). “Facility Energy” means, for each Facility, Energy generated by such Facility, less its Parasitic Load, which Parasitic Load may be served by solar generating capacity as provided in Section 8.7, and adjusted for Electrical Losses to the Primary Point of Delivery for such Facility or, if applicable in accordance with Section 7.5, to the applicable Alternate Point of Delivery.

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“Facility Interconnection Rights and Interests” means the rights and interests of Seller or its Affiliate to use the capacity of and Schedule Facility Energy over the Transmission System providing Transmission Services to the Point of Interconnection and including such Facility Interconnection Rights and Interests as provided in the Facility Specifications for the applicable Facility.
“Facility Lender” means any lender providing senior or subordinated construction, interim or long-term debt or equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of a Facility or Portfolio or for the performance by Seller of its obligations under this Agreement pursuant to a Seller Financing or Security Document or Facility Credit Agreement, including any equity and tax investor providing financing or refinancing for a Facility or purchasing equity ownership interests of Seller or its Affiliates, and any trustee or agent acting on their behalf, and any Person providing interest rate protection agreements to hedge any of the foregoing debt obligations. Facility Lender includes any lender providing Performance Security under this Agreement. “Facility Net Capacity” means, for each Facility, the electric generating capacity of such Facility (expressed in MW), net of its Parasitic Load and transmission and transformation losses to the Points of Delivery, as specified in the notice provided by Seller pursuant to Section 3.8, and as it may be further revised pursuant to Section 3.9.
“Facility Specifications” means, for each Facility, the information to be provided by Seller in accordance with and substantially in the form of Appendix B and delivered to Buyer in accordance with Section 3.1.
“Facility Transmission Rights and Interests” means the rights and interests of Seller to use the capacity of and Schedule Facility Energy over the Transmission System providing Transmission Services to each of the respective Points of Delivery and including such Facility Transmission Rights and Interests as provided in the Facility Specifications for the applicable Facility.
“FERC” means the Federal Energy Regulatory Commission.
“Final COD Deadline” means December 31, 2026, which date (i) may be extended upon mutual agreement of the Parties; (ii) shall be extended automatically on a day-for-day if the Firm Clean Resource procurement deadline of December 31, 2026 established by the CPUC in Decision 21-06-035, issued June 30, 2021, is extended to a later date without such extension resulting in any penalties to the Project Participants, (iii) shall be extended in accordance with Section 3.1, and (iv) shall be extended on a day-for-day basis for up to one hundred eighty (180) days in the aggregate for the duration of one or more Force Majeure Events that prevent or delay Seller from causing the Project Net Capacity to be equal to or greater than the Minimum Capacity by the Final COD Deadline then-in-effect; provided that such Force Majeure Event or Force Majeure Events impact a Facility that had been previously added to the Project in accordance with Section 3.1. “Firm Clean Resource” means a resource that meets the requirements of CPUC Decision 21-06-035, including that such resource (i) has at least an eighty percent (80%) capacity factor, (ii) has zero on-site emissions or otherwise qualifies as RPS Compliant, (iii) is incremental to the APPROVAL DRAFT Item 4
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CPUC’s baseline list established pursuant to CPUC Decision 21-06-035, (iv) has a Commercial Operation Date later than June 24, 2021, (v) is a Resource Adequacy Resource that is eligible to provide Resource Adequacy Benefits as set forth in the Resource Adequacy Rulings, (vi) is able to deliver Energy every day, year-round during the Delivery Term (subject to Forced Outages), (vii) is not subject to use limitations, and (viii) has a capability to generate Energy that is not weather dependent.
“Firm Transmission” means Transmission Services to or from the Point of Delivery that cannot be curtailed within an operating hour for economic reasons or for higher priority transmission; provided that if Seller or Buyer, as applicable, uses commercially reasonable efforts to obtain Transmission Services meeting the foregoing criterion but is unable to obtain such Transmission Services notwithstanding such efforts, Firm Transmission shall be the most reliable Transmission Services available to Seller or Buyer, as applicable, for the transmission of Energy from the applicable Facility to or from such Point of Delivery at the time. “Force Majeure” has the meaning set forth in Section 14.6(b). “Force Majeure Cure Period” means a specified number of months following the end of a Force Majeure Trigger Period, calculated as follows:

Force Majeure Cure Period (in months) = [1 – (A/B)] x C Where:

A = the reduced aggregate capacity net of Parasitic Load of the Facilities that have achieved Commercial Operation, as applicable, resulting from the Force Majeure event(s) associated with the Force Majeure Trigger Period, adjusted to reflect the difference between the actual ambient temperatures and the annual average temperature;
B = fifty percent (50%) of the Project Net Capacity immediately prior to the Force Majeure event(s) associated with the Force Majeure Trigger Period; and C = twelve (12) months.
“Force Majeure Notice” has the meaning set forth in Section 14.6(a). “Force Majeure Trigger Period” has the meaning set forth in Section 14.6(d). “Forced Labor” has the meaning set forth in Section 12.2(q). “Forced Outage” means the removal of service availability of a Facility, or any portion of a Facility, for emergency reasons or conditions in which a Facility, or any portion thereof, is unavailable due to unanticipated failure, including as a result of Force Majeure. “Forward Certificate Transfer” has the meaning set forth in the WREGIS Operating Rules.

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“GAAP” means generally accepted accounting principles set forth in opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, in each case as the same are applicable to the circumstances as of the date of determination.
“Gains” has the meaning set forth in Section 13.3(f).
“Governmental Authority” means any federal, state, regional, city, or local government, any intergovernmental association or political subdivision thereof, or other governmental, regulatory, or administrative agency, court, commission, administration, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority, or any Person acting as a delegate or agent of any Governmental Authority. The term “Governmental Authority” shall not include Buyer or any Buyer’s Member. “Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from each Facility, or, as applicable, from any facility that generates Replacement Energy, and, in each case, its displacement of conventional energy generation. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Delivered Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from each Facility, (ii) production tax credits associated with the construction or operation of each Facility and other financial incentives in the form of credits, reductions, or allowances associated with each Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, (iv) emission reduction credits encumbered or used by each Facility for compliance with local, state, or federal operating or air quality permits, or (v) “portfolio energy credits” as defined in Nevada Revised Statutes Section 704.7803 associated with the Parasitic Load of any Facility. “Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated “green tags” in compliance with and to the extent permitted by applicable law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules.

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“Guaranteed Amount” has the meaning set forth in each Project Participant’s Buyer Liability Pass Through Agreement, which amount may be different for each Project Participant given each Project Participant’s Liability Share.
“Guaranteed Generation” has the meaning set forth in Appendix J. “Guaranteed Net Qualifying Capacity” means, at any point in time, the maximum quantity of Net Qualifying Capacity (in MWs) that may be delivered in any given Showing Month pursuant to the then current law, including counting conventions set forth in the Resource Adequacy Rulings and the CAISO Tariff, from a hypothetical geothermal facility that (a) for the first three (3) Contract Years (i) has a PMAX equal to the Project Net Capacity, and (ii) is subject to the Technology Factors, and (b) for each Contract Year after the first three (3), achieves or exceeds the Operational Characteristics in Appendix D.
“IEEE” means the Institute of Electrical and Electronics Engineers. “Imbalance Energy” means the amount of Energy in MWh, in any given Settlement Period or Settlement Interval (as each is defined in the CAISO Tariff), by which the amount of Delivered Energy deviates from the amount of Scheduled Energy. “Import Capability” means that portion of the Maximum Import Capability allocated to Project Participants by the CAISO that is necessary to support the importation of the Capacity Attributes from each Facility into the CAISO market in an amount equal to the Guaranteed Net Qualifying Capacity.
“Included Facility” has the meaning set forth in Section 3.1. “Insurance” means the policies of insurance as set forth in Appendix F. “Interest Rate” has the meaning set forth in Section 11.3. “Investment-Grade Credit Rating” means a credit rating on a Person’s senior long-term debt, unsecured and unenhanced, that is at least A- by S&P or A3 by Moody’s. “ISA” means Instrument Society of America.
“Joint Powers Agreement” means that certain Joint Powers Agreement dated January 29, 2021, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.
“Leases” means, for each Facility, the geothermal resource leases and the other leases, easements, rights-of-way, or other contractual rights to use real property that are listed in Section 6 of the Facility Specifications for such Facility.
“Liability Share” means the percentage amount set forth for each Project Participant in Appendix M.

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“Licensed Professional Engineer” means an independent, professional engineer selected by Seller and reasonably acceptable to Buyer, licensed in the state of location of the Facility for which such Person delivers a completion certificate in the form of Appendix K. “Lien” means any mortgage, deed of trust, lien, security interest, retention of title, or lease for security purposes, pledge, charge, encumbrance, equity, attachment, claim, easement, right of way, covenant, condition, or restriction, leasehold interest, purchase right, or other right of any kind, including an option, of any other Person in or with respect to any real or personal property. “Locational Marginal Price” or “LMP” has the meaning set forth in the CAISO Tariff. “Losses” has the meaning set forth in Section 13.3(f).
“Major Maintenance” means (a) any planned maintenance for the purpose of achieving a major overhaul or (b) planned material maintenance that impacts the output of a Facility for seven (7) or more consecutive days.
“Major Maintenance Blockout” has the meaning set forth in Section 4.4. “Market Curtailment Period” means the period-of-time, as measured using current Settlement Intervals, during which Seller reduces generation from a Facility during a Settlement Period or Settlement Interval in which there is a Negative LMP that is equal to or below the Negative LMP Strike Price; provided, that the duration of any Market Curtailment Period shall be inclusive of the time required for a Facility to ramp down and ramp up. “Maximum Capacity” means Project Net Capacity of one hundred twenty-five (125) MW, as may be reduced in accordance with this Agreement. “Maximum Generation” has the meaning set forth in Appendix J. “Maximum Import Capability” has the meaning set forth in the CAISO Tariff, and includes any replacement or successor method implemented by the CAISO with respect to the ability of generating units that are external to the CAISO balancing authority area to provide Resource Adequacy Benefits.
“Milestone” means each deadline for the development of a Facility through the Commercial Operation Date for such Facility, as set forth in the Milestone Schedule for such Facility.
“Milestone Date” means, with respect to a Milestone, the date for achieving such Milestone as set forth in the Milestone Schedule for the applicable Facility, including, if and to the extent that the date specified for such Milestone in the Milestone Schedule shall be extended as provided in Section 3.6, such extended date.
“Milestone Schedule” means, for each Facility, the schedule for achieving the Milestones substantially in the form of Appendix I and delivered to Buyer in accordance with Section 3.1.

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“Minimum Capacity” means Project Net Capacity of sixty-four (64) MW, as may be reduced in accordance with this Agreement.
“Minimum Capacity Cure Date” has the meaning set forth in Section 3.7(a). “Moody’s” means Moody’s Investors Service, Inc., or its successors. “MW” means megawatt.
“MWh” means megawatt-hours.
“Negative LMP” means, in any Settlement Period or Settlement Interval, whether in the Day-Ahead Market or Real-Time Market, the LMP at the Settlement Point is less than zero dollars ($0).
“Negative LMP Strike Price” means zero dollars per MWh ($0/MWh), as such price may be revised by Buyer by providing notice to Seller in accordance with Appendix A; provided, in no event shall the Negative LMP Strike Price be greater than zero dollars per MWh ($0/MWh). “NEPA” means the National Environmental Policy Act, 42 USC §§4321 to 4370c, as amended from time to time.
“NERC” means the North American Electric Reliability Corporation. “Net Qualifying Capacity” or “NQC” means the net capacity of a resource that can be counted towards system Resource Adequacy Requirements, as identified from time to time by the CAISO Tariff, the Resource Adequacy Rulings, or by another Governmental Authority having jurisdiction.
“Nevada Prevailing Wage Requirement” has the meaning set forth in Section 12.2(n). “Non-Defaulting Party” has the meaning set forth in Section 13.3(a). “Notice to Proceed” means the notice from Seller, or one of its subsidiaries, to the EPC Contractor instructing such contractor to commence Site preparation and other construction activities at the applicable Site for the construction of the applicable Facility’s power block. “Notification Deadline” for a given Showing Month shall mean twenty (20) Business Days before the submission of the CAISO Supply Plan filings applicable to that Showing Month. “Notifying Party” has the meaning set forth in Section 14.3(a). “OEM” has the meaning set forth in Section 12.2(p).
“Operational Characteristics” means the minimum performance requirements for the Project set forth on Appendix D.
“OSHA” means Occupational Safety & Health Administration.

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“Pacific Prevailing Time” means the then-prevailing local time in Sacramento, California. “Parasitic Load” means the Energy produced by a Facility (or under the circumstances set forth in Section 8.7 Energy from another source) that is used to power the lights, motors, pumps, auxiliary facilities of the well field, control systems, cooling systems, ancillary equipment, and other electrical loads that are necessary for the operation of the power systems and related facilities for the production of Facility Energy.
“Party” or “Parties” has the meaning set forth in the preamble of this Agreement. “Payment Demand” has the meaning set forth in Appendix L. “Performance Security” means the Project Development Security or the Delivery Term Security, as applicable, that is required to be provided by Seller to Buyer to secure Seller’s performance under this Agreement.
“Performance Testing Conditions Criteria” has the meaning set forth in Section 3.3. “Permits” means, for each Facility, all applications, permits, licenses, franchises, certificates, concessions, consents, authorizations, approvals, registrations, orders, filings, entitlements, and similar requirements of whatever kind and however described that are required to be obtained from a Governmental Authority with respect to the development, siting, drilling, design, acquisition, construction, equipping, financing, ownership, possession, shakedown, start-up, testing, operation, or maintenance, as applicable, of such Facility, the production and delivery of Facility Energy, Capacity Rights, and Green Attributes, or any other transactions or matter contemplated by this Agreement (including those pertaining to electrical, building, zoning, environmental, and occupational safety and health requirements), including the NEPA Environmental Assessment, as applicable, and the Permits described in the Facility Specifications for such Facility.
“Permitted Encumbrances” means (a) any Lien approved by Buyer in a writing separate from this Agreement that expressly identifies the Lien as a Permitted Encumbrance, (b) Liens for Taxes not yet due or for taxes being contested in good faith by appropriate proceedings, so long as such proceedings do not involve a material risk of the sale, forfeiture, loss or restriction on the use of a Facility or any part thereof, provided that such proceedings are reasonably expected to end by the expiration of the Agreement Term, (c) subject to compliance under Section 14.7, any Lien arising under a financing arrangement associated with a Facility or constituting a Permitted Lien under, and as defined in, any Facility Credit Agreement or Seller Financing or Security Document, (d) suppliers’, vendors’, mechanics’, workman’s, repairman’s, employees’, or other like Liens arising in the ordinary course of business for work or service performed or materials furnished in connection with a Facility for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings so long as such proceedings do not involve a risk of the sale, forfeiture, loss or restriction on use of the applicable Facility or any part thereof, and (e) easements, rights of way, use rights, exceptions, encroachments, reservations, restrictions, conditions or limitations, provided that in each case the same do not interfere with or impair the operation or use of the applicable Facility as contemplated by the Agreement, or have a material adverse effect on the useful life or utility of the applicable APPROVAL DRAFT Item 4
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Facility, or shall impair or materially adversely affect the rights or interests of Buyer under this Agreement.
“Permitted Transferee” means any entity that satisfies, or is Controlled by another Person that satisfies, the following requirements: (a) a Tangible Net Worth of not less than one hundred fifty million dollars ($150,000,000); and (b) at least two (2) years of experience in the ownership and operations of power generation facilities similar to the Facility with a generating capacity of at least one hundred (100) MW or has retained a third-party with such experience to operate the Project or relevant Facility (as applicable).
“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization, entity, government, or other political subdivision.
“Planned Outage” means, subject to and as further described in the CAISO Tariff, a CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the Facility that is conducted for the purposes of carrying out routine repair or maintenance of such Facility, or for the purposes of new construction work for such Facility. “Planned Outage Projection” has the meaning set forth in Section 4.4(a). “Point of Interconnection” means, for each Facility, the point of interconnection specified for such Facility in the Facility Specifications for such Facility. “Points of Delivery” means the Primary Point of Delivery and, in the event of the curtailment or other interruption of Transmission Services as provided in Section 7.5, the Alternate Points of Delivery, and/or such other point(s) as mutually agreed by the Parties. “Portfolio” means a portfolio of electrical energy generating assets that is (a) comprised solely of Facilities hereunder, and (b) pledged as collateral security in connection with a Portfolio Financing.
“Portfolio Financing” means a financing or refinancing in accordance with Section 14.7(f) where the debt is secured by a Portfolio.
“Primary Point of Delivery” means for each Facility, (a) one or more of the following points of delivery, as shall be designated with specificity for each Facility by written notice from Seller to Buyer in accordance with Section 3.1, and as may be adjusted in accordance with Section

3.8: (i) Gonder.IPP, (ii) Eldorado 230/Mead, (iii) Imperial Valley 230, or (iv) such other points of delivery as may be agreed between Buyer and Seller, or (b) after the Commercial Operation Date for a Facility, any point of delivery as may be agreed between Buyer and Seller and thereafter designated as the Primary Point of Delivery for a Facility. “Progress Report” means a progress report including the items set forth in Appendix O. “Project” means all of the Included Facilities.

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“Project Company” means with respect to each Facility, the limited liability company or partnership, as applicable, designated as the owner of the Facility as set forth in the Facility Specifications for such Facility. Subject to transfers as may be permitted under this Agreement, each Project Company shall be an Affiliate of Seller.
“Project Development Security” has the meaning set forth in Section 5.9(a). “Project Energy” means the total Energy generated by all of the Facilities that have achieved Commercial Operation as of such time, less Parasitic Load associated with such Facilities, which Parasitic Load may be served by solar generating capacity as provided in Section

8.7. “Project Labor Agreement” has the meaning set forth in Section 12.2(n). “Project Net Capacity” means, for a given date, the sum of the Facility Net Capacity for each of the Facilities that has achieved Commercial Operation as of such date. “Project Participant” means each Person identified in Appendix M that shall execute a Buyer Liability Pass Through Agreement in the form set forth in Appendix L. “Project Participant Approval” means each Project Participant has obtained all necessary approvals from its board or governing authority necessary to execute a Buyer Liability Pass Through Agreement and the Project Participation Share Agreement, and that Buyer has delivered to Seller Buyer Liability Pass Through Agreements and the Project Participation Share Agreement executed by each Project Participant and countersigned by Buyer. “Project Participation Share Agreement” means that certain ORGP LLP Geothermal Portfolio Project Participation Share Agreement executed by and among Buyer and all of the Project Participants relating to their allocation among themselves of Buyer’s responsibilities and liabilities under this Agreement, and any successor agreement. “Proposed Facility” has the meaning set forth in Section 3.1. “Proposed Facility Notice” has the meaning set forth in Section 3.1. “Prudent Utility Practices” means those practices, methods, and acts, that are commonly used by a significant portion of the geothermal powered electric generation industry in prudent engineering and operations to design and operate electric equipment (including geothermal powered facilities) lawfully and with safety, dependability, reliability, efficiency, and economy, including any applicable practices, methods, acts, guidelines, standards and criteria of FERC, NERC, WECC, each as may be amended from time to time, and all applicable Requirements of Law.
“Pseudo-Tie Resource” means a generating facility that is party to a FERC-approved Pseudo-Tie Participating Generator Agreement (as defined in the CAISO Tariff) with the CAISO which allows for Capacity Attributes from the generating facility to be imported into the CAISO as “unit-specific” or “resource specific” import pursuant to the Resource Adequacy Rulings.

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“Qualified Guarantor” means (i) Ormat Technologies, Inc., if reasonably acceptable to Buyer based on a review of such entity’s financial condition at the time of a Delivery Term Security posting, or (ii) a guarantor, reasonably acceptable to Buyer, that has a current long-term credit rating (corporate or long term senior unsecured debt) of at least A- by S&P and A3 by Moody’s and is incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction.
“Qualified Issuer” means a Person, reasonably acceptable to Buyer, that has a current long-term credit rating (corporate or long-term senior unsecured debt) of (1) A3 or higher by Moody’s and (2) A- or higher by S&P.
“Quality Assurance Program” has the meaning set forth in Section 5.7. “RA Compliance Showing” means the RAR compliance or advisory showings (or similar or successor showings) that an entity is required to make to the CAISO pursuant to the CAISO Tariff, to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the Resource Adequacy Rulings, or to any Governmental Authority. “RA Deficiency Amount” means the liquidated damages payment that Seller shall pay to Buyer for an applicable RA Shortfall Month as calculated in accordance with Section 10.3(b). “RA Penalties” means the RA penalties assessed against load serving entities by the CPUC for RA deficiencies that are not replaced or cured, as established by the CPUC in the Resource Adequacy Rulings and subsequently incorporated into the annual Filing Guide for System, Local and Flexible Resource Adequacy Compliance Filings that is issued by the CPUC Energy Division, or any replacement or successor documentation established by the CPUC Energy Division to reflect RA penalties that are established by the CPUC and assessed against load serving entities for RA deficiencies.
“RA Shortfall Month” means, for purposes of calculating an RA Deficiency Amount under Section 10.3(b), any Showing Month, commencing with the Showing Month that contains the Commercial Operation Date of the first Facility to reach Commercial Operation, during which the Net Qualifying Capacity that was able to be included in the Supply Plans for the Project Participants for such Showing Month was less than the then applicable Guaranteed Net Qualifying Capacity for such Showing Month minus any Deemed Delivered RA. “REC” or “Renewable Energy Credit” means a certificate of proof associated with the generation of electricity from an Eligible Renewable Energy Resource, which certificate is issued through the accounting system established by the CEC pursuant to California Public Utilities Code Section 399.25 and satisfies the requirements of California Public Utilities Code Section 399.12(h), evidencing that one (1) MWh of energy was generated and delivered from such Eligible Renewable Energy Resource. Such certificate is a tradable environmental commodity (also known as a “green tag”) for which the owner of the REC can prove that it has purchased renewable energy. “Recipient Party” has the meaning set forth in Section 14.3(a). “Remaining Term” means, at any date, the remaining portion of the Agreement Term at that date without regard to any early termination of this Agreement.

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“Replacement Energy” has the meaning set forth in Section 9.2. “Replacement Price” means
“Replacement RA” means Resource Adequacy Benefits, if any, equivalent to those that would have been provided by the Project with respect to the applicable month in which a RA Deficiency Amount is due to Buyer, and located within NP 15 or SP 15. “Replacement Unit” means a resource that (a) has been pre-approved by Buyer in Buyer’s sole discretion, and (b) is a Firm Clean Resource.
“Requirements” means, collectively, Prudent Utility Practices, all applicable Requirements of Law, Seller’s Quality Assurance Program, and all other requirements of this Agreement.
“Requirement of Law” means laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any federal, state, local or other Governmental Authority (including those pertaining to electrical, building, zoning, environmental and occupational safety and health requirements).
“Resource Adequacy Benefits” means the rights and privileges attached to a Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and includes local, zonal or otherwise locational attributes associated with a Facility (if any).
“Resource Adequacy Plan” has the meaning specified in the Tariff. “Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements applicable to a load serving entity as established by the CAISO pursuant to the CAISO Tariff, by the CPUC pursuant to the Resource Adequacy Rulings, or by any other Governmental Authority.
“Resource Adequacy Resource” shall have the meaning used in Resource Adequacy Rulings.
“Resource Adequacy Rulings” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06-064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14-06-050, 15-06-063, 16-06-045, 17-06-027, 18-06-030, 19- 02-022, 19-06-026, 19-10-021, 20-01-004, 20-03-016, 20-06-002, 20-06-028, 20-12-006 and any other existing or subsequent ruling or decision, or any other resource adequacy law, however described, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time.

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“Resource Specific Import RA” means a resource that is listed on the CPUC’s Net Qualifying Capacity list and is either Pseudo-Tied or Dynamic Resource-Specific System Resource into the Day-Ahead Market and Real-Time Market, and which satisfies all other applicable requirements under the Resource Adequacy Rulings, including CPUC Decisions 05- 10-042 and 20-06-028.
“RETA” has the meaning set forth in Section 12.2(n).
“RETA Regulations” has the meaning set forth in Section 12.2(n). “Revised Net Capacity” has the meaning set forth in Section 3.9. “RFO” has the meaning set forth in the recitals to this Agreement. “RPS Compliant” means, when used with respect to a Facility or any other facility at any time, that all Energy generated by the Facility and delivered to the Points of Delivery, or by such other facility, together with all of the associated Green Attributes, delivered to the Points of Delivery qualify as “portfolio content category 1” eligible renewable resource under the RPS and meet the requirements of California Public Utilities Code Section 399.16(b)(1), as amended from time to time and any successor statute.
“S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.) or its successor.
“Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells the Energy and Green Attributes or, absent a resale, the market price for the quantity of Energy and Green Attributes not received by the Buyer (adjusted for transmission difference, if any).
“SCADA” has the meaning set forth in Section 7.2(h).
“Schedule” or “Scheduling” has the meaning set forth in the CAISO Tariff, and “Scheduled” has a corollary meaning.
“Scheduled Energy” means the Delivered Energy that clears under the applicable CAISO market based on the final Day-Ahead Schedule, FMM Schedule (as defined in the CAISO Tariff), or any other financially binding Schedule, market instruction or dispatch for a Facility for a given period-of-time implemented in accordance with the CAISO Tariff. “Scheduling Coordinator” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time. The contact information for Seller’s Scheduler as of the Effective Date is set forth in item 3, Appendix C.
“Seller” has the meaning set forth in the preamble of this Agreement.

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“Seller Ancillary Documents” means all instruments, agreements, certificates, and documents executed by Seller or any of its Affiliates, including any Seller Party, pursuant to this Agreement and shall include the documents constituting part of the Performance Security. “Seller Financing or Security Documents” means any credit, financing or security agreements heretofore or hereafter entered into by or otherwise affecting Seller and providing for any Lien or other security interest or rights enforceable by any lender, trustee, collateral agent or other party in respect of any of the Facilities or any assets thereof or rights or other interests therein. “Seller Party(ies)” means Seller and any Affiliate of Seller that executes a Seller Ancillary Document and shall include each Project Company and each Upstream Equity Owner and Downstream Equity Owner.
“Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff. “Settlement Point” shall mean, for each Facility, the node pricing at the Point of Delivery for the Delivered Energy from such Facility.
“Shortfall Energy” has the meaning set forth in Section 9.1. “Shortfall Liquidated Damages” has the meaning set forth in Section 9.3. “Showing Month” shall be the calendar month of the Delivery Term, commencing with the Showing Month that contains the Commercial Operation Date of the first Facility to achieve Commercial Operation, that is the subject of the RA Compliance Showing, as set forth in the Resource Adequacy Rulings and outlined in the CAISO Tariff. “Site” means, for each Facility, the real property (including all fixtures and appurtenances thereto) and related physical and intangible property generally identified in the Facility Specifications for such Facility as owned or leased by Seller, or its Affiliates, or over which Seller, or its Affiliates, has leasehold improvements, has a right-of-way or other right to use the property where such Facility is located or will be located, and including the well fields and the Leases (if applicable), easements, rights-of-way, geothermal wells and resources, well drilling rights and interests, and contractual rights including capacity rights held or to be held by Seller, or its Affiliates, with respect to the transmission lines or rights of roadways servicing such Site or such Facility and located (or to be located) thereon.
“Supply Plan” means the supply plans, or similar or successor filings, that each Scheduling Coordinator representing Resource Adequacy Resources submits to the CAISO. “System Emergency” means an emergency condition or abnormal interconnection situation, or an operational adjustment to comply with NERC or other regulatory requirements, that prevents Buyer’s Transmission Provider from receiving Energy at the applicable Points of Delivery.

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“Tangible Net Worth” means the tangible assets (for example, not including intangibles such as goodwill and rights to patents or royalties) that remain after deducting liabilities as determined in accordance with GAAP.
“Tax” or “Taxes” means each federal, state, county, local and other (a) net income, gross income, gross receipts, sales, use, ad valorem, business or occupation, transfer, franchise, profits, withholding, payroll, employment, excise, property or leasehold tax and (b) customs, duty or other fee, assessment or charge of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amount with respect thereto. Requirements of Buyer or Buyer’s Members are not Taxes.
“Tax Equity Financing” means a transaction or a series of transactions in which a Person or Persons (i) invests in Seller or in a Project Company or any Upstream Equity Owner or Downstream Equity Owner, (ii) purchases a Facility and leases it back to Seller (or an Affiliate of Seller) or (iii) leases a Facility from Seller or an Affiliate of Seller or invests in a direct or indirect lessee of a Facility, in each case seeking to earn its economic return, in whole or in part, through tax benefits related to the ownership or operation of such Facility. “Tax Equity Investor” means, with respect to a Tax Equity Financing, one or more tax equity investors that (i) invests in Seller or in a Project Company or any Upstream Equity Owner or Downstream Equity Owner, (ii) purchases a Facility and leases it back to Seller (or an Affiliate of Seller) or (iii) leases a Facility from Seller or an Affiliate of Seller or invests in a direct or indirect lessee of the Facility.
“Technology Factor” means the then-applicable monthly percentage published by the CPUC and used to establish Qualifying Capacity (as defined in the CAISO Tariff) for non-dispatchable geothermal resources that have less than three (3) years of historical production and bidding data. The Parties acknowledge and agree that the Technology Factors vary from year to year and month to month.
“Termination Notice” has the meaning set forth in Section 13.3(a). “Termination Payment” means a payment in an amount equal to the Non-Defaulting Party’s (a) Losses, plus (b) Costs, minus (c) Gains; provided, however that if such amount is a negative number, the Termination Payment shall be equal to zero. “Transmission Providers” means the Persons operating the Transmission Systems providing Transmission Services to or from the Points of Delivery. “Transmission Services” means the transmission and other services required to transmit Facility Energy to or from the Points of Delivery.
“Transmission System” means the facilities utilized to provide Transmission Services. “Unexcused Cause” has the meaning set forth in Section 14.6(b).

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“Upstream Equity Owner” means Ormat Nevada Inc. and any Person that owns or Controls at least fifty percent (50%) or more of the equity of Seller at any level below Ormat Nevada Inc.
“WECC” means the Western Electricity Coordinating Council. “WREGIS” means Western Renewable Energy Generation Information System, or any successor renewable energy tracking program designated by the CPUC for determining compliance by load serving entities with the RPS.
“WREGIS Certificates” has the meaning set forth in Section 8.4(a). “WREGIS Certificate Deficit” has the meaning set forth in Section 8.4(d). “WREGIS Operating Rules” means the rules describing the operations of the Western Renewable Energy Generation Information System, as published by WREGIS.

Other terms defined herein have the meanings so given when used in this Agreement with initial-capitalized letters.

Section 1.2 Interpretation. In this Agreement, unless a clear contrary intention appears:
(a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, in case of a Party hereto, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(c) reference to any gender includes the other;
(d) reference to any agreement (including this Agreement), document, instrument, tariff, or Requirement means such agreement, document, instrument, or tariff, or Requirement, as amended, modified, replaced, or superseded and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (e) reference to any Article, Section, or Appendix means such Article of this Agreement, Section of this Agreement, or such Appendix to this Agreement, as the case may be, and references in any Article or Section or definition to any clause means such clause of such Article or Section or definition;
(f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article or Section or other provision hereof or thereof;
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(h) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; (i) reference to time shall always refer to Pacific Prevailing Time; and reference to any “day” or “month” shall mean a calendar day or calendar month, as applicable, unless otherwise indicated; and
(j) the term “or” is not exclusive.

ARTICLE II

EFFECTIVE DATE, TERM, AND EARLY TERMINATION
Section 2.1 Effective Date and Agreement Term. This Agreement shall be effective beginning on the Effective Date and shall end on the last day of the Delivery Term or upon the expiration or earlier termination of this Agreement in accordance with the terms hereof (the “Agreement Term”).

Section 2.2 Delivery Term. This Agreement shall have a delivery term that commences at the beginning of the first (1st) Contract Year and ends at the end of the day that is twenty (20) years after the Commercial Operation Date for the first Facility to achieve Commercial Operation, unless the Agreement is sooner terminated in accordance with the terms of this Agreement (the “Delivery Term”); provided, in no event shall the Commercial Operation Date for the first Facility to achieve such Milestone occur earlier than June 1, 2024.

Section 2.3 Survivability. Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The provisions of this Article II, Article XII, Article XIII, Section 14.19, and Section 14.21 shall survive for a period of one (1) year following the termination of this Agreement. The provisions of Article XI shall survive for a period of one (1) year following final payment made by the Buyer hereunder or the expiration or termination date of this Agreement, whichever is later. The provisions of Article V, Article VI, Article VIII, and Article IX shall continue in effect after termination to the extent necessary to provide for final billing, refunds or other adjustments, and deliveries related to the period prior to termination of this Agreement.

Section 2.4 Early Termination Rights.
(a) Notwithstanding anything to the contrary in this Agreement, if Project Participant Approval of this Agreement is not obtained within one hundred twenty (120) days following the Effective Date, then either Party may terminate this Agreement upon written notice to the other Party. Upon such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.3. Seller and Buyer shall cooperate reasonably with each other to accomplish Project Participant Approval in a timely manner.

Notwithstanding anything in this Agreement to the contrary, Buyer shall have a one-time right, but not an obligation, to lower the Maximum Capacity to an amount no less than sixty-four (64) MW by delivering to Seller notice of such adjustment no later than the earlier of (i) the date that the Project Participant Approval is obtained and (ii) the date that is one hundred twenty (120) days after the Effective Date. Any such reduction of the Maximum Capacity shall proportionally reduce APPROVAL DRAFT Item 4
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the Minimum Capacity. For illustrative purposes only, if the Maximum Capacity is reduced by 10% (from 125 MW to 112.5 MW), then the Minimum Capacity shall be reduced by 10% (from 64 MW to 57.6 MW).
(b) Notwithstanding anything to the contrary in this Agreement, if (i) by September 30, 2024, Seller has provided Proposed Facility Notices to Buyer for Proposed Facilities with Facility Net Capacities that in the aggregate are no lower than the Minimum Capacity for the Project and (ii) by September 30, 2027, no Proposed Facility has been included as an Included Facility in accordance with Section 3.1, then at any time thereafter until the date that Buyer notifies Seller that the Project Participants (A) have obtained Import Capability for Proposed Facilities with Facility Net Capacities that in the aggregate are no lower than the Minimum Capacity for the Project or (B) have elected to include Proposed Facilities with Facility Net Capacities that in the aggregate are no lower than the Minimum Capacity for the Project as Included Facilities, notwithstanding that the Project Participants have not obtained Import Capability for some or all of such Proposed Facilities, Seller may, but is not obligated to, terminate this Agreement upon written notice to Buyer. Upon such termination, neither Party shall have any liability to the other Party, save and except for those obligations specified in Section 2.3, and Buyer shall return the Project Development Security to Seller in accordance with Section 5.9(c).

ARTICLE III

DEVELOPMENT OF THE FACILITIES
Section 3.1 Project Design and Facility Specifications. Subject to limitations on Project Participants’ Import Capability, as set forth below, Seller shall use commercially reasonable efforts to deliver to Buyer, on or before the Final COD Deadline, Project Net Capacity equal to the Maximum Capacity. Seller shall determine the location, design, configuration, and Facility Net Capacity of each Facility, subject to the Requirements and to any conditions which are imposed by any Governmental Authority as part of the environmental review of each Facility required under applicable Federal and Nevada or California Requirements of Law, as applicable; provided, each Facility shall be a Firm Clean Resource and shall have a Commercial Operation Date that occurs no later than the Final COD Deadline. Promptly after Seller determines a Facility should be included in the Project (a “Proposed Facility”), Seller shall deliver to Buyer a notice (a “Proposed Facility Notice”) that (a) includes the Facility Specifications for such Proposed Facility, which shall include the Facility Net Capacity and Primary Point of Delivery for such Proposed Facility, (b) includes the Milestone Schedule for such Proposed Facility, and (c) identifies whether Seller has elected to designate the Proposed Facility as a Pseudo-Tie Resource or a Dynamically Scheduled Resource. Each Proposed Facility shall have an expected Commercial Operation Date that is at least twenty-seven (27) months later than the date on which Seller delivers a Proposed Facility Notice, and Seller shall not deliver a Proposed Facility Notice to Buyer after the date that is twenty-seven (27) months prior to the Final COD Deadline without Buyer’s prior written consent, which Buyer may withhold in Buyer’s absolute discretion; provided, however, that Seller shall have the right to declare the Commercial Operation Date prior to the date that is twenty-seven (27) months after the date that Seller delivers a Proposed Facility Notice so long as such Commercial Operation Date is no less than twelve (12) months after the date that Seller delivers a Proposed Facility Notice. Buyer shall cause the Project Participants to use commercially reasonable efforts to obtain Import Capability necessary to import the Facility Net Capacity of each Proposed Facility into the CAISO at the Primary Point of Delivery for such APPROVAL DRAFT Item 4
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Proposed Facility, and Buyer shall notify Seller as soon as reasonably practicable after receipt of the Proposed Facility Notice either (A) that the Project Participants have been able to obtain such Import Capability or have elected to include the Proposed Facility in the Project without obtaining Import Capability such that the Proposed Facility will be included in the Project (“Included Facility”), or (b) that the Project Participants have been unable to obtain such Import Capability such that the Proposed Facility will not be added to the Project (“Excluded Facility”), and both the Maximum Capacity of the Project and the Minimum Capacity of the Project will be reduced by the Facility Net Capacity of the Excluded Facility(ies). If Buyer fails to notify Seller that the Proposed Facility is an Included Facility or an Excluded Facility by the date that is twenty-four (24) months prior to the Final COD Deadline, then the Final COD Deadline shall be extended on a day-for-day basis for each day until the date that Buyer provides such notice to Seller or Seller withdraws the Proposed Facility Notice due to Buyer’s failure to notify Seller that the Proposed Facility is an Included Facility or an Excluded Facility, which withdrawal shall become effective ten (10) Business Days after Seller’s delivery to Buyer of written notice of the withdrawal, unless Buyer notifies Seller that the Proposed Facility shall be an Included Facility within such ten (10) Business Day period. An illustrative list of potential Facilities is included in Appendix N; provided, however, that Appendix N is for illustrative purposes only, and no Facility shall be added to the Project unless and until such Facility is added pursuant to the process set forth in this Section

3.1. Section 3.2 Permitting and CEQA Exemption.
(a) Seller, at its expense, shall timely take, or cause its Affiliates to take, all steps necessary to obtain all Permits required to construct, maintain, or operate each Facility, including drilling of the geothermal wells of the Facility, in accordance with the Requirements, including the timely preparation of all environmental documents required to have the applicable Facility reviewed under applicable Federal and Nevada law to the extent required under such law. (b) The Parties acknowledge and agree that (a) each Facility will be subject to environmental review pursuant to NEPA in connection with the procurement of rights-of-way from the U.S. Department of the Interior, Bureau of Land Management for the construction and installation of certain electrical facilities, (b) pursuant to that law, Seller will, or will cause its Affiliates to, submit to and complete the NEPA Environmental Assessment with respect to each Facility, and (c) each Facility that will be located in Nevada is statutorily exempt from CEQA pursuant to Title 14, California Code of Regulations, Section 15277.

Section 3.3 Performance Testing Conditions Criteria. For each Facility, no later than Construction Start for such Facility, Seller shall deliver to Buyer ambient conditions criteria and a cooling water correction curve applicable to the performance testing that will be performed to demonstrate the peak electrical output of such Facility (collectively, the “Performance Testing Conditions Criteria”).

Section 3.4 Site Confirmation. For each Facility for which Seller has delivered the Facility Specifications to Buyer, Seller represents and warrants that (a) Seller’s agents and representatives have visited, inspected, and are familiar with each Site and its surface physical condition relevant to the obligations of Seller pursuant to this Agreement, including surface conditions, normal and usual soil conditions, roads, utilities, and topographical, solar radiation, APPROVAL DRAFT Item 4
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air, and water quality conditions, (b) to its knowledge, Seller is familiar with all local and other conditions that may be material to Seller’s performance of its obligations under this Agreement (including transportation, seasons and climate, access, weather, handling and storage of materials and equipment, and availability and quality of labor and utilities), and (c) Seller has determined that the Site constitutes an acceptable and suitable site for the construction (if applicable) and operation of such Facility in accordance herewith. Any failure by Seller to have taken or to take the actions described in this Section 3.4 shall not relieve Seller from any responsibility for estimating properly the difficulty and cost of successfully constructing (if applicable), maintaining or operating a Facility in accordance with this Agreement or from proceeding to construct (if applicable), maintain, and operate such Facility successfully without any additional expense to Buyer. At all times after delivery to Buyer of the Facility Specifications for a Facility, Seller shall have “Site Control” for such Facility, which means that Seller or its Affiliates shall own the Site, have a right-of-way with respect to the Site, or be the lessee of the Site under a lease which permits Seller to perform its obligations under the Agreement and the Seller Ancillary Documents. Seller shall provide Buyer with prompt notice of any change in the status of Seller’s Site Control. Seller shall not take any action or permit any action to be taken at or with respect to the Site that has a material adverse effect upon the applicable Facility or the geothermal resource, or the generating capability of the applicable Facility.

Section 3.5 Certification of Commercial Operation Dates. When Seller has determined that all requirements under this Agreement for achieving Commercial Operation of a Facility have been satisfied, Seller shall provide Buyer with a certificate from the Licensed Professional Engineer substantially in the form of Appendix K, together with notice that the other conditions precedent specified in the definition of “Commercial Operation” in Section 1.1 have been satisfied in respect of such Facility. Buyer shall either accept or reject the notice in its reasonable discretion by delivering a notice to Seller in writing within thirty (30) Business Days.

If Buyer fails to respond within thirty (30) Business Days, it shall be deemed to have accepted the notice. If Buyer rejects the notice, Buyer shall state in detail the reasons for its rejection and the Parties shall immediately meet and confer to address Buyer’s concerns. Commercial Operation of the Facility shall be deemed to have occurred on the date that the requirements for Commercial Operation are satisfied, which date may be earlier than the date on which Buyer accepts Seller’s notice that Commercial Operation has occurred and/or the date on which any concerns that Buyer expresses in connection with Seller’s notice are resolved; provided the Parties acknowledge or are deemed to have acknowledged, or it is determined through dispute resolution, that all such requirements for Commercial Operation, as applicable, for such Facility have been satisfied on such earlier date.

Section 3.6 Milestone Schedule. For each Facility that is added to the Project pursuant to the process set forth in Section 3.1, within fifteen (15) days after the close of (i) each calendar quarter from the first calendar quarter following the date on which such Facility is added to the Project until the Construction Start for such Facility, and (ii) each calendar month from the first calendar month following Construction Start until the Commercial Operation Date for such Facility, Seller shall provide to Buyer a Progress Report and agrees to regularly scheduled meetings between representatives of Buyer and Seller to review such reports and discuss Seller’s construction progress. The form of the Progress Report is set forth in Appendix O. Seller shall also provide Buyer with any reasonably requested documentation (subject to confidentiality restrictions) directly related to the achievement of Milestones within ten (10) Business Days of APPROVAL DRAFT Item 4
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receipt of such request by Seller. Seller shall achieve each Milestone by the Milestone Date specified therefor in the Milestone Schedule for such Facility, provided that such Milestone Date may be extended by Seller by providing to Buyer notice of such extension at least fifteen (15) days (or, in the event of a Force Majeure concerning which fifteen (15) days advance notice is not practicable, as soon as practicable) prior to such Milestone Date, including the cause of the delay, if known, (e.g., governmental approvals, financing, property acquisition, design activities, equipment procurement, project construction, interconnection, or any other factor) and Seller’s description of its proposed course of action to achieve the missed Milestone by the extended Milestone Date. The date specified for each Milestone shall be the Milestone Date for achieving such Milestone, provided that, if and to the extent such date shall be extended as provided in this Section 3.6, the extended date shall be the new Milestone Date for purposes of this Agreement.

Notwithstanding anything herein to the contrary, Seller shall not be in default or otherwise have any liability under this Agreement for failing to meet a Milestone Date, other than to the extent provided in Section 3.7 of this Agreement. To the extent that Seller determines that, due to Seller’s inability to satisfy one or more Milestones timely, a Facility is unlikely to achieve Commercial Operation by the Final COD Deadline, Seller shall be entitled to deliver to Buyer a notice that removes such Facility from the Project; provided, however, that if Buyer has notified Seller that the Project Participants have secured Import Capability sufficient to import Capacity Attributes from such Facility into the CAISO Market, then within thirty (30) days after the notice of removal, Seller shall deliver to buyer a Proposed Facility Notice that identifies a replacement Proposed Facility that would use but not exceed such Import Capability and that will achieve Commercial Operation by the Final COD Deadline.

Section 3.7 Performance Damages.
(a) Failure to Achieve Minimum Capacity by the Final COD Deadline. If the Project Net Capacity as of the Final COD Deadline is less than the Minimum Capacity, then, subject to Section 3.7(d), Seller shall pay liquidated damages to Buyer in an amount equal to (“Delay Damages”) of difference
between the Minimum Capacity and the Project Net Capacity per day for each day intervening between the Final COD Deadline and the earliest of (i) the date that the Project Net Capacity becomes equal to or greater than the Minimum Capacity, and (ii) the date that is one hundred eighty (180) days after the Final COD Deadline (“Minimum Capacity Cure Date”). If the Project Net Capacity as of the Minimum Capacity Cure Date is less than the Minimum Capacity, then, subject to Section 3.7(d), (A) Seller shall pay to Buyer an amount equal to (“Capacity Buydown Damages”) and (B) the
Minimum Capacity shall be revised to equal the Project Net Capacity as of the Minimum Capacity Cure Date. Seller shall provide to Buyer a written notice of such revised Minimum Capacity. (b) [Reserved].
(c) Payment of Delay Damages and Capacity Buydown Damages. For each month during which Delay Damages have accrued, within twenty (20) Business Days after the end of such month, Seller shall deliver to Buyer a written statement of the amount of the applicable liquidated damages that accrued during such month in accordance with Section 3.7(a), together with payment thereof. Within twenty (20) Business Days after the Minimum Capacity Cure Date, APPROVAL DRAFT Item 4
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Seller shall pay Buyer any Capacity Buydown Damages required to be paid to Buyer in accordance with Section 3.7(a).
(d) Delay Damages and Capacity Buydown Damages Cap. Notwithstanding anything to the contrary herein, Seller’s obligation to pay Delay Damages and Capacity Buydown Damages, in the aggregate, shall not exceed an amount equal to two hundred percent (200%) of the amount of the Project Development Security (as the same may have been recalculated in accordance with Section 5.9(a)).
(e) Damages that Buyer would incur due to (i) Seller’s failure to achieve a Project Net Capacity that meets the Minimum Capacity by the Final COD Date, or (ii) Seller’s failure to achieve a Project Net Capacity that meets the Minimum Capacity by the Minimum Capacity Cure Date, would be difficult or impossible to predict with certainty, and it is impractical or difficult to assess actual damages in those circumstances, but the Delay Damages and Capacity Buydown Damages set forth in Sections 3.7(a) are fair and reasonable calculations of such damages. Buyer’s right to collect liquidated damages pursuant to Sections 3.7(a) is Buyer’s sole and exclusive remedy for any failure by Seller to achieve any required level of Project Net Capacity by the Minimum Capacity Cure Date.

Section 3.8 Notice of Facility Net Capacity and Primary Point of Delivery. At least one (1) year prior to the Commercial Operation Date of a Facility, Seller shall provide notice to Buyer confirming (a) the Facility Net Capacity for such Facility, subject to adjustment pursuant to Section 3.9 below, and (b) the Primary Point of Delivery for such Facility. If Seller proposes to increase the Facility Net Capacity of a Facility or to change the Primary Point of Delivery for a Facility, and the Parties do not mutually agree to the proposed increase to the Facility Net Capacity or the proposed change to the Primary Point of Delivery for a Facility, as applicable, (such agreement not to be unreasonably withheld, conditioned or delayed), then, unless Seller withdraws its proposal to increase the Facility Net Capacity or change the Primary Point of Delivery, as applicable, the Proposed Facility will be removed from the Project.

Section 3.9 Revision of Facility Net Capacity. No less than thirty (30) days prior to a Facility’s Commercial Operation, Seller has the right, (a) without Buyer’s consent, to reduce the Facility Net Capacity for such Facility, or (b) with Buyer’s consent, to increase the Facility Net Capacity for such Facility, in either case by providing notice to Buyer stating the reduced or increased Facility Net Capacity (“Revised Net Capacity”) and evidence reasonably demonstrating (i) the sustained operation of the Facility for at least five (5) consecutive hours at a delivery rate of at least ninety percent (90%) of the Revised Net Capacity (net of providing the full requirements for Parasitic Load and net of transmission losses) as measured by the Electric Metering Devices at the Primary Point of Delivery, as adjusted to reflect nominal resource temperature and flow rates and other environmental conditions in accordance with the Performance Testing Conditions Criteria for such Facility, and (ii) the delivery of Energy equal to at least the product of ninety percent (90%) of the Revised Net Capacity for each of one hundred twenty (120) consecutive hours (net of providing the full requirements for Parasitic Load and net of transmission losses) as measured by the Electric Metering Devices at the Primary Point of Delivery, as adjusted to reflect resource temperature and flow rates and other environmental conditions in accordance with the Performance Testing Conditions Criteria for such Facility. Notwithstanding the prior sentence, no reduction to Facility Net Capacity pursuant to this Section 3.9 shall reduce the Minimum Capacity.

APPROVAL DRAFT Item 4
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Buyer shall either accept or reject a notice increasing the Facility Net Capacity in its reasonable discretion by delivering a notice to Seller in writing within thirty (30) days. If Buyer fails to respond within thirty (30) days, it shall be deemed to have accepted the notice. If Buyer rejects the notice, Buyer shall state in detail the reasons for its rejection. The Parties shall immediately meet and confer to address Buyer’s concerns. Upon Buyer’s acceptance, or deemed acceptance, of the notice, the Facility Net Capacity will be revised to equal the Revised Net Capacity specified in the notice, effective as of the date that Seller provided its notice to Buyer. If Buyer rejects a proposal to increase the Facility Net Capacity, the Facility Net Capacity will remain unchanged.

Notwithstanding anything to the contrary in the first sentence of this Section 3.9, if Seller provides a notice revising the Facility Net Capacity of more than one Facility that will deliver Energy to the same Primary Point of Delivery, then if the aggregate Facility Net Capacities of all such Facilities does not increase, then Buyer’s consent shall not be required to increase the Facility Net Capacity of any individual Facility.

Section 3.10 Delivery of Energy Prior to Commercial Operation Date. For each Facility, prior to the Commercial Operation Date of such Facility, Seller shall sell and deliver to the Points of Delivery, and Buyer shall purchase and receive at and from the Points of Delivery, the Delivered Energy associated with such Facility for a maximum of thirty (30) days at the price set forth in Section 1 of Appendix A; provided, in no event shall Buyer be obligated to purchase or receive Delivered Energy in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation. For avoidance of doubt, Buyer shall have no obligation to purchase and receive Delivered Energy for more than thirty (30) days from any Facility that has not achieved Commercial Operation.

Section 3.11 Facility Removal for Failure to Obtain CEC Certification. Seller shall remove from the Project any Facility or Facilities that have achieved Commercial Operation under this Agreement but have not been CEC Certified by the date that is (a) one hundred eighty (180) days following such Facility’s Commercial Operation Date if such failure to be CEC Certified is the result of Seller’s fault or negligence (including any failure to submit timely required documentation to the CEC) or (b) three hundred sixty (360) days following such Facility’s Commercial Operation Date if such failure to be CEC Certified is not the result of Seller’s fault or negligence. Seller shall provide notice to Buyer and remove such Facility from the Project and upon delivery of such notice the Project Net Capacity will be reduced by the amount of the Facility Net Capacity associated with such Facility and the Guaranteed Generation reduced in accordance with the reduced Project Net Capacity. If such Facility removal occurs after the Minimum Capacity Cure Date, Buyer shall calculate in a commercially reasonable manner, and consistent with Section

13.3(b), the positive amount, if any, calculated as its Costs, plus Losses, minus Gains with respect to such reduction in Project Net Capacity; provided, Costs, Losses and Gains shall all be determined with respect to the reduction in Project Net Capacity rather than with respect to termination of all obligations under this Agreement, and further provided that, if the result of the foregoing calculation is negative, no amount shall be due to Seller. As soon as reasonably practical, Buyer shall provide notice to Seller of such damages along with a demand for payment, which demand shall be provided with a written statement explaining in reasonable detail the calculation of the demanded amount. Within ten (10) Business Days after receipt of such demand and written statement, Seller shall pay the undisputed amount of such demand and provide written notice of any disputed amount (if any), which dispute shall be resolved in accordance with Section 14.3. If Buyer prevails in any such dispute, then Seller shall pay the amount determined to be due to Buyer, APPROVAL DRAFT Item 4
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together with interest on such amount calculated at the Interest Rate from the original due date until the date paid. If, before the dispute is resolved, Buyer draws on the Delivery Term Security for any disputed amount and Seller thereafter prevails in the dispute, then Buyer (i) shall be required to refund the amount of the erroneous draw, together with interest calculated at the Interest Rate from the date of the draw through the date of refund and (ii) shall pay to Seller any documented costs and expenses incurred by Seller due to the erroneous draw on the Delivery Term Security. If Seller fails to pay or dispute the amount of a demand within ten (10) Business Days after receipt of Buyer’s demand and supporting written statement, then Buyer shall be entitled to draw from the Delivery Term Security the unpaid amount. Payment of the damages as described in this Section 3.11 are Buyer’s sole and exclusive remedies for Seller’s failure to obtain CEC Certification for a Facility.

Section 3.12 [Reserved].

Section 3.13 Decommissioning and Other Costs. Buyer shall not be responsible for any cost of decommissioning or demolition of any Facility or any part thereof or any environmental or other liability associated with the decommissioning or demolition without regard to the timing or cause of the decommissioning or demolition.

ARTICLE IV

OPERATION AND MAINTENANCE OF THE FACILITY
Section 4.1 General Operational Requirements. Seller shall, at all times:
(a) At its sole expense, operate and maintain, or cause an Affiliate to operate and maintain, each Facility (i) in accordance with the Requirements, and (ii) in a manner that, to the extent commercially reasonable to do so, is reasonably likely to maximize the output of Energy and Capacity Attributes from the Facility and result in a useful life for the Facility of not less than twenty (20) years;
(b) Employ, or cause an Affiliate to employ, qualified and trained personnel for managing, operating, and maintaining each Facility and for coordinating with Buyer, and ensure that necessary personnel are available on-site or on-call and available to be on Site within four (4) hours, twenty-four (24) hours per day, each day during the Delivery Term; (c) Operate and maintain, or cause an Affiliate to operate and maintain, each Facility with due regard for the safety, security, and reliability of the interconnected facilities and Transmission System; and
(d) Comply, or cause compliance, to the extent commercially reasonable to do so, with operating and maintenance standards recommended or required by each Facility’s equipment suppliers.

Section 4.2 Operation and Maintenance Plan; Operation and Maintenance Reports. Seller shall devise and implement, or cause an Affiliate to devise and implement, a plan of inspection, maintenance, and repair for each Facility and the components thereof in order to maintain such equipment in accordance with Prudent Utility Practices, and shall keep, or cause to be kept, records with respect to inspections, maintenance, and repairs thereto. The aforementioned APPROVAL DRAFT Item 4
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plan and all records of such activities shall be available for inspection by Buyer during Seller’s regular business hours upon reasonable notice; provided that Buyer shall at all times comply with Seller’s or the contractor’s safety and security requirements when present at any Facility.

Section 4.3 Environmental Credits. Seller or its Affiliates shall, if applicable, obtain in its own name and at its own expense all pollution or environmental Permits, credits or offsets necessary to operate each Facility in compliance with the Requirements of Law.

Section 4.4 Planned and Forced Outages.
(a) Seller shall schedule all Planned Outages within the time-period determined by the CAISO for each Facility as a Resource Adequacy Resource that is subject to the Availability Standards (as defined in the CAISO Tariff) to qualify for an “Approved Maintenance Outage” under the CAISO Tariff. Seller shall reimburse Buyer for any documented cost incurred by a Project Participant to provide substitute Capacity Attributes, as required by the CAISO, during any Planned Outages, whether as originally scheduled or as rescheduled in accordance with this Section 4.4(a) (including, to the extent actually incurred and documented by Project Participants, the cost of procuring replacement Capacity Attributes for a full calendar month during any month in which a Planned Outage is planned or scheduled). Notwithstanding the foregoing, Seller shall not be permitted to schedule Planned Outages during the months of June through September each Contract Year (the “Major Maintenance Blockout”). No later than sixty (60) days prior to the anticipated commencement of the first (1st) Contract Year and the commencement of each Contract Year thereafter, Seller shall provide Buyer with its non-binding written projection of all Planned Outages for the succeeding three (3) years (the “Planned Outage Projection”) reflecting no scheduled maintenance during the Major Maintenance Blockout. The Planned Outage Projection shall include information concerning all projected Planned Outages during such period, including (i) the anticipated start and end dates of each Planned Outage; (ii) a description of the maintenance or repair work to be performed during the Planned Outage; and (iii) the MW capacity anticipated to be impacted, if any, during the Planned Outage. Seller shall notify Buyer of any change in the Planned Outage Projection as soon as practicable; provided that Major Maintenance shall not be performed more than one week before or after the scheduled time without Buyer’s consent unless (i) for changes that move the date of Major Maintenance to an earlier date, Seller provides notice of the change at least fifty (50) Business Days prior to the first day of the month in which such Major Maintenance is to be rescheduled, and (ii) for changes that move the date of such Major Maintenance to a later date, Seller provides notice of the change prior to the first day of the month in which such Major Maintenance was originally scheduled. Seller will use commercially reasonable efforts to accommodate reasonable requests of Buyer with respect to the timing of Planned Outages and Seller will, to the extent consistent with Prudent Utility Practices, coordinate Planned Outages to coincide with planned transmission outages. In the event of a System Emergency, Seller shall make all reasonable efforts to reschedule any Planned Outage previously scheduled to occur during the System Emergency.
(b) In the event of a Forced Outage affecting at least seven and a half (7.5) MW of Project Net Capacity which Seller anticipates shall be of a duration more than one (1) hour, to the extent practicable, Seller shall notify Buyer by email as soon as possible and shall make efforts to provide such notification within the hour of the commencement of the Forced Outage and, within seven (7) days thereafter, provide Buyer detailed information concerning the Forced APPROVAL DRAFT Item 4
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Outage, including (i) the start and anticipated end dates of the Forced Outage; (ii) a description of the cause of the Forced Outage; (iii) a description of the maintenance or repair work to be performed during the Forced Outage; and (iv) the anticipated MW capacity, if any, during the Forced Outage. Seller shall take all reasonable measures and exercise commercially reasonable efforts to avoid Forced Outages and to limit the duration and extent of any such outages.

Section 4.5 Facility Operation. Each Facility shall be operated during the Delivery Term by Seller or an Affiliate of Seller that is under the Control of Seller or such other Person(s) as Seller or the applicable Project Company may contract with from time to time under an agreement for the operation of such Facility; provided that such agreement shall provide Seller with the rights, as a creditor, beneficiary or otherwise, to enforce such agreement so as to ensure compliance with all applicable provisions of this Agreement. The agreement with respect to the operations of such Facility shall require that such Facility be operated in a manner that is in full compliance with the Requirements. Seller shall provide to Buyer a copy of the relevant operations agreement (which may be redacted to remove confidential information of the parties thereto).

ARTICLE V
COMPLIANCE DURING OPERATION PERIOD; GUARANTEES
Section 5.1 Guarantees. Seller warrants and guarantees that (i) it will perform, or cause to be performed, all engineering, design, development, construction, operation and maintenance of each Facility in a good and workmanlike manner and in accordance with the Requirements; and (ii) throughout the Delivery Term (a) each Facility, its engineering, design and construction, its components, and related work, will be free from material defects caused by errors or omissions in design, engineering and construction or repaired as provided below, (b) each Facility will be free and clear of all Liens other than Permitted Encumbrances, and (c) each Facility and all parts thereof will be designed, constructed, tested, operated and maintained in material compliance with the Requirements, all applicable requirements of the latest revision of the ASTM, ASME, AWS, EPA, IEEE, ISA, National Electrical Code, National Electric Safety Code, and OSHA, as applicable, and the Uniform Building Code, Uniform Plumbing Code, and the applicable local County Fire Department Standards of the applicable county. Seller shall promptly repair or replace, or cause to be repaired or replaced, consistent with Prudent Utility Practice, any component of a Facility that does not comply with the foregoing warranties and guarantees. Seller shall at all times exercise commercially reasonable efforts to undertake, or cause to be undertaken, all recommended or required updates or modifications to each Facility, and its equipment and materials, including procedures, programming and software in a timely manner. Seller shall, at its expense, maintain or cause to be maintained throughout the Delivery Term an inventory of spare parts for each Facility in a quantity that is consistent with manufacturers’ recommendations and Prudent Utility Practice.

Section 5.2 Buyer’s Right to Monitor in General. At Buyer’s sole expense and without interfering with Seller’s or its Affiliates’ activities at the Facility, Buyer shall have the right, and Seller shall permit Buyer and its representatives, advisors, engineers, and consultants, to observe, inspect, and monitor all operations and activities at each Site, including the performance of the contractors under the construction contracts pertaining to such Facility, the design, engineering, procurement, and installation of the equipment, start up and testing, and the achievement of Commercial Operation; provided that Buyer shall at all times comply with Seller’s, APPROVAL DRAFT Item 4
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the contractor’s or the operator’s safety and security requirements when present at the Facility.

Notwithstanding the foregoing, Seller shall have the right and Buyer shall permit Seller to withhold any proprietary information, including with respect to proprietary intellectual property of Seller; provided that such information shall be provided by Seller to Buyer to the extent required by Buyer to enforce its rights or to carry out its responsibilities under this Agreement. In addition, Buyer shall hold any information obtained during or in connection with such monitoring in confidence pursuant to Section 14.21.

Section 5.3 Effect of Review by Buyer. Any review by Buyer of the design, construction, engineering, operation or maintenance of a Facility is solely for the information of Buyer. Buyer shall have no obligation to share the results of any such review with Seller, nor shall any such review or the results thereof (whether or not the results are shared with Seller) nor any failure to conduct any such review relieve Seller from any of its obligations under this Agreement.

By making any such review, Buyer makes no representation as to the economic and technical feasibility, operational capability or reliability of a Facility. Seller shall in no way represent to any third party that any such review by Buyer of a Facility, including, but not limited to, any review of the design, construction, operation or maintenance of the Facility by Buyer, is a representation by Buyer as to the economic and technical feasibility, operational capability, or reliability of the Facility. Seller is solely responsible for the economic and technical feasibility, operational capability and reliability thereof.

Section 5.4 Reporting and Information; Administration and Periodic Reporting. (a) Seller shall provide to Buyer such other information regarding the permitting, engineering, construction, or operation of each Facility by Seller or its subcontractors and other data concerning Seller, its subcontractors and the Facilities as Buyer may, from time to time, reasonably requested in order to enforce its rights or discharge its responsibilities under this Agreement. Notwithstanding the foregoing, Seller shall have the right and Buyer shall permit Seller to withhold any proprietary information, including with respect to the intellectual property of Seller; provided that such information shall be provided by Seller to Buyer to the extent required by Buyer to enforce its rights or to carry out its responsibilities under this Agreement. In addition, Buyer shall hold any Confidential Information obtained during or in connection with such monitoring in confidence pursuant to Section 14.21.
(b) Seller shall perform administrative and periodic reporting to Buyer which shall include the following:
(i) Safety matters including monthly reports, including OSHA recordable and non-recordable incidents and site safety information; (ii) Monthly operational reports with respect to Facility activities, including plant performance, capacity factor, availability, weather and generation data, and in each case confirming that applicable contractual requirements have been met; (iii) Any notice of non-compliance with NERC and FERC rules or regulations;
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(iv) Any environmental contamination that Seller or its Affiliates, and any of their contractors, become aware of at any Site; and (v) Any information that is requested by the CPUC with respect to a Facility, this Agreement, or the Project.

Section 5.5 Initial Performance Test. Prior to the Commercial Operation Date for each Facility, Seller shall provide to Buyer the opportunity, at Buyer’s sole expense and without interfering with Seller’s or its Affiliates’ activities at the Facility, to:
(a) review and monitor the contractors’ performance and achievement of all initial performance tests and all other tests required under the Facility construction contracts performed to achieve the Commercial Operation Date, and Seller shall, or shall cause its contractor, to provide at least ten (10) Business Days prior notice to Buyer before any such test begins; provided that Buyer shall at all times comply with Seller’s or the contractor’s safety and security requirements when present at the Facility;
(b) be present to witness such initial performance tests and review the results thereof; provided that Buyer shall at all times comply with Seller’s or the contractor’s safety and security requirements when present at the Facility; and (c) perform such detailed examinations, inspections, quality surveillance, and tests as are appropriate and advisable to determine that the Facility equipment and all ancillary components of the Facility have been installed in accordance with the Facility construction contracts and the Requirements.

Section 5.6 Contract Provisions. For each Facility, Seller shall cause to be included in the Facility construction contracts provisions whereby the contractors and Seller:
(a) grant to Buyer, at Buyer’s sole expense and without interfering with Seller’s or the construction contractors’ activities at the Facility, rights of access to the Facility at all reasonable times (but subject to reasonable safety precautions) and the right to inspect, make notes about, and copy all documents, drawings, plans, specifications, permits, test results, and information as Buyer may reasonably request; provided that Buyer shall at all times comply with Seller’s or the contractor’s safety and security requirements when present at the Facility.

Notwithstanding the foregoing, Seller shall have the right and Buyer shall permit Seller to withhold any proprietary information, including with respect to intellectual property of Seller; provided that such information shall be provided by Seller to Buyer to the extent required by Buyer to enforce its rights or to carry out its responsibilities under this Agreement. In addition, Buyer shall hold any Confidential Information obtained during or in connection with such monitoring in confidence pursuant to Section 14.21;
(b) make the personnel of, and consultants to, the contractors and Seller available to Buyer and its agents, representatives and consultants for a reasonable number of hours, at reasonable times, and with reasonable prior notice for purpose of discussing any aspect of the Facility or the development, engineering, construction, installation, testing, or performance thereof; and
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(c) otherwise cooperate in all reasonable respects with Buyer and its Authorized Representatives, advisors, engineers and consultants in order to allow Buyer to exercise its rights under this Section 5.6.

Section 5.7 Quality Assurance Program; Routine and Preventive Maintenance Services.
(a) Seller shall develop a written quality assurance policy (“Quality Assurance Program”) in accordance with the requirements of Appendix H within sixty (60) days prior to commencement of construction on the first Facility, and Seller shall cause all work performed on or in connection with each Facility to comply with said Quality Assurance Program. (b) Seller shall perform, or cause to be performed, routine and preventive maintenance services in accordance with manufacturers’ instructions and Prudent Utility Practices, including:
(i) Conducting regular equipment inspections and recording any noncompliance with applicable standard specifications for the equipment, and reporting any noncompliance that materially and adversely affects a Facility’s performance or is likely to materially and adversely affect a Facility’s performance and any defective conditions or operational failures with respect to the equipment to Buyer; (ii) Performing all required preventive maintenance, including meter calibration and testing, and scheduling and arranging for routine maintenance during operations and planned outages, and for maintenance that can be conducted during a Forced Outage;
(iii) Conducting periodic maintenance to equipment in accordance with Prudent Utility Practices, and providing a report thereof to Buyer; (iv) Conducting monthly quality assurance inspections of Facility plant and equipment and providing a report thereof to Buyer.

Section 5.8 No Liens. Except as otherwise permitted by this Agreement, each Facility shall be owned by Seller or an Affiliate of Seller. Seller shall not, and shall cause its Affiliates not to, other than to another Affiliate, sell, transfer or otherwise dispose of or create, incur, assume or permit to exist any Lien (other than Permitted Encumbrances) on any portion of any Facility without the prior written consent of Buyer.

Section 5.9 Seller Performance Security.
(a) Within thirty (30) days following the date that the Project Participant Approval has been received, Seller shall have furnished to Buyer a letter of credit issued by a Qualified Issuer substantially in the form of Appendix E, as such form may be modified with the consent of Buyer (not to be unreasonably withheld, conditioned or delayed), in an amount equal to
which shall secure all of Seller’s obligations to pay liquidated damages under Section 3.7 (“Project Development Security”). Seller shall maintain such Project Development APPROVAL DRAFT Item 4
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Security until Buyer is required to return the Project Development Security under Section 5.9(c) below. Any reduction of the Minimum Capacity pursuant to Section 2.4 or Section 3.1 shall result in the recalculation of the amount of Project Development Security and Seller shall be entitled to reduce the Project Development Security in accordance with such calculation. In the event that Buyer draws on the Project Development Security at any time, Seller shall within ten (10) Business Days thereafter replenish such Project Development Security; provided, however, that in no event shall the aggregate amount of the original posting of Project Development Security plus all such replenishments exceed an amount equal to two hundred percent (200%) of the applicable amount of Project Development Security required to be maintained by Seller at the time of any such replenishment.
(b) As a condition to the achievement of Commercial Operation for each Facility, Seller shall have furnished to Buyer (i) one or more guarantees from a Qualified Guarantor substantially in the form of Appendix G, as such form may be modified with the consent of Buyer (not to be unreasonably withheld, conditioned or delayed), (ii) a letter of credit issued by a Qualified Issuer substantially in the form of Appendix E, as such form may be modified with the consent of Buyer (not to be unreasonably withheld, conditioned or delayed), or (iii) a combination of any of the foregoing, in the aggregate amount equal to , which shall guarantee Seller’s obligations under this Agreement following the Commercial Operation Date (“Delivery Term Security”). From and after the Commercial Operation Date for a Facility, Seller shall maintain the corresponding Delivery Term Security until Buyer is required to return the Delivery Term Security to Seller as set forth in Section 5.9(d) below; provided that Seller may, from time to time, replace any portion of the Delivery Term Security with another form of Delivery Term Security meeting the foregoing requirements. In the event that Buyer draws on the Delivery Term Security at any time, Seller shall within ten (10) Business Days thereafter replenish such Delivery Term Security.
(c) Upon the earliest to occur of (i) the Project Net Capacity is increased to an amount that is equal to or greater than the Minimum Capacity, (ii) this Agreement is terminated while the Project Development Security is outstanding, or (iii) Seller’s payment of Capacity Buydown Damages in accordance with Section 3.7(a), Seller shall no longer be required to maintain the Project Development Security, and Buyer shall return to Seller the Project Development Security, less any and all amounts drawn by Buyer as permitted under the terms of this Agreement. The Project Development Security (or portion thereof) due to Seller after any and all amounts are drawn by Buyer as permitted under the terms of this Agreement shall be returned to Seller within five (5) Business Days after the first event described in clauses (i) through (iii) of this Section 5.9(c) occurs.
(d) Buyer shall return the unused portion of Delivery Term Security, if any, to Seller promptly after both of the following have occurred: (i) the Agreement Term has ended, and (ii) all obligations of Seller arising under this Agreement are paid (whether directly or indirectly such as through set-off or netting) or performed in full. (e) Seller shall notify Buyer of the occurrence of a Downgrade Event within five (5) Business Days after obtaining knowledge of the occurrence of such event. If at any time there shall occur a Downgrade Event, then Buyer may require that Seller replace the Performance APPROVAL DRAFT Item 4
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Security from the Person that has suffered the Downgrade Event within ten (10) Business Days after notice from Buyer to Seller requesting such replacement Performance Security. In the event that such replacement Performance Security is not so provided by Seller, Buyer shall have the right to demand payment of the full amount of such Performance Security and retain such amount in order to secure Seller’s obligations under this Section 5.9 and other applicable provisions of this Agreement. In such case, Buyer shall hold the demanded amount in an escrow account until the earlier of (i) Seller’s delivery of replacement Performance Security, upon receipt of which Buyer shall return to Seller the portion of the Performance Security then remaining in the escrow account within ten (10) Business Days and (ii) the date that the applicable Performance Security is required to be returned to Seller in accordance with Section 5.9(c) for the Project Development Security or Section 5.9(d) for the Delivery Term Security.
(f) If any Performance Security is in the form of a letter of credit, then Seller shall either provide, or cause to be provided, a replacement letter of credit or guarantee (from a Qualified Issuer or Qualified Guarantor, as applicable) in the required amount set forth in this Section 5.9 within ten (10) Business Days after the earlier of the date that Seller becomes aware, or Buyer notifies Seller of the occurrence of any one of the following events:
(i) the failure of the issuer of the letter of credit to renew such letter of credit thirty (30) Business Days prior to the expiration of such letter of credit; (ii) the failure of the issuer of the letter of credit to immediately honor Buyer’s properly documented request to draw on such letter of credit; or (iii) the issuer of the letter of credit suffers a Bankruptcy. (g) If any Performance Security is in the form of a guarantee, then Seller shall either provide, or cause to be provided, a replacement guarantee or letter of credit (from Qualified Guarantor or Qualified Issuer, as applicable) in the required amount set forth in this Section 5.9 within ten (10) Business Days after the earlier of the date that Seller becomes aware, or Buyer notifies Seller, of the occurrence of any one of the following events:
(i) the failure of the guarantor to make a payment thereunder immediately following Buyer’s properly documented claim made pursuant to the guarantee in accordance with its terms;
(ii) any representation or warranty made by the guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated;
(iii) the guarantor suffers a Bankruptcy;
(iv) the guarantee fails to be in full force and effect in accordance with the terms of this Agreement prior to the satisfaction of all obligations of Seller under this Agreement; or
(v) the guarantor repudiates, disaffirms, disclaims, or rejects, in whole or in part, or challenges the validity of, its guarantee.

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(h) In the event that a replacement letter of credit or guarantee is not delivered in accordance with Section 5.9(f) or (g), as applicable, Buyer shall have the right to demand payment of the full amount of the letter of credit or the guarantee, as applicable. In such case, Buyer shall hold the demanded amount in an escrow account until the earlier of (i) Seller’s delivery of replacement Performance Security, upon receipt of which Buyer shall return to Seller the portion of the Performance Security then remaining in the escrow account within ten (10) Business Days and (ii) the date that the applicable Performance Security is required to be returned to Seller in accordance with Section 5.9(c) for the Project Development Security or Section 5.9(d) for the Delivery Term Security.
(i) To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest (“Security Interest”) in, and lien on (and right to net against), and assignment of the Project Development Security and Delivery Term Security, and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller shall, from time to time as requested by Buyer, execute, acknowledge, record, register, deliver and file all such notices, statements, instruments, and other documents as may be necessary or advisable to render fully valid, perfected, and enforceable under all Requirements of Law the Performance Security and the rights, Liens, and priorities of Buyer with respect to such Performance Security.
(j) Except as otherwise provided in this Agreement, the Performance Security:
(i) constitutes security for, but is not a limitation of, Seller’s obligations under this Agreement, and (ii) shall not be Buyer’s exclusive remedy against Seller for Seller’s failure to perform in accordance with this Agreement.

Section 5.10 Lease or Permit No Longer in Effect. Seller shall remove from the Project any Facility that is unable to operate because one or more of the Leases or Permits fails to be in effect or has terminated for such Facility; provided, if such failure or termination is due to a decision of a Governmental Authority, such decision must be final and non-appealable. Seller shall provide notice to Buyer and remove such Facility from the Project and upon delivery of such notice the Project Net Capacity will be reduced by the amount of the Facility Net Capacity associated with such Facility and the Guaranteed Generation reduced in accordance with the reduced Project Net Capacity. If such Facility removal occurs after the Minimum Capacity Cure Date, Buyer shall calculate in a commercially reasonable manner, and consistent with Section

13.3(b), the positive amount, if any, calculated as its Costs, plus Losses, minus Gains with respect to such reduction in Project Net Capacity; provided, Costs, Losses and Gains shall all be determined with respect to the reduction in Project Net Capacity rather than with respect to termination of all obligations under this Agreement, and further provided that, if the result of the foregoing calculation is negative, no amount shall be due to Seller. As soon as reasonably practical, Buyer shall provide notice to Seller of such damages along with a demand for payment, which demand shall be provided with a written statement explaining in reasonable detail the calculation of the demanded amount. Within ten (10) Business Days after receipt of such demand and written statement, Seller shall pay the undisputed amount of such demand and provide written notice of any disputed amount (if any), which dispute shall be resolved in accordance with Section 14.3. If Buyer prevails in any such dispute, then Seller shall pay the amount determined to be due to Buyer, together with interest on such amount calculated at the Interest Rate from the original due date APPROVAL DRAFT Item 4
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until the date paid. If, before the dispute is resolved, Buyer draws on the Delivery Term Security for any disputed amount and Seller thereafter prevails in the dispute, then Buyer (i) shall be required to refund the amount of the erroneous draw, together with interest calculated at the Interest Rate from the date of the draw through the date of refund and (ii) shall pay to Seller any documented costs and expenses incurred by Seller due to the erroneous draw on the Delivery Term Security. If Seller fails to pay or dispute the amount of a demand within ten (10) Business Days after receipt of Buyer’s demand and supporting written statement, then Buyer shall be entitled to draw from the Delivery Term Security the unpaid amount. Payment of the damages as described in this Section 5.10 are Buyer’s sole and exclusive remedies for Seller’s failure to maintain Leases or Permits for a Facility.

Section 5.11 Project Company Bankruptcy. Seller shall remove from the Project any Facility for which the Project Company is subject to a Bankruptcy. Seller shall provide notice to Buyer and remove the Facility of such bankrupt Project Company from the Project and upon delivery of such notice the Project Net Capacity will be reduced by the amount of the Facility Net Capacity associated with such Facility of the bankrupt Project Company and the Guaranteed Generation reduced in accordance with the reduced Project Net Capacity. If such Facility removal occurs after the Minimum Capacity Cure Date, Buyer shall calculate in a commercially reasonable manner, and consistent with Section 13.3(b), the positive amount, if any, calculated as its Costs, plus Losses, minus Gains with respect to such reduction in Project Net Capacity; provided, Costs, Losses and Gains shall all be determined with respect to the reduction in Project Net Capacity rather than with respect to termination of all obligations under this Agreement, and further provided that, if the result of the foregoing calculation is negative, no amount shall be due to Seller.

As soon as reasonably practical, Buyer shall provide notice to Seller of such damages along with a demand for payment, which demand shall be provided with a written statement explaining in reasonable detail the calculation of the demanded amount. Within ten (10) Business Days after receipt of such demand and written statement, Seller shall pay the undisputed amount of such demand and provide written notice of any disputed amount (if any), which dispute shall be resolved in accordance with Section 14.3. If Buyer prevails in any such dispute, then Seller shall pay the amount determined to be due to Buyer, together with interest on such amount calculated at the Interest Rate from the original due date until the date paid. If, before the dispute is resolved, Buyer draws on the Delivery Term Security for any disputed amount and Seller thereafter prevails in the dispute, then Buyer (i) shall be required to refund the amount of the erroneous draw, together with interest calculated at the Interest Rate from the date of the draw through the date of refund and (ii) shall pay to Seller any documented costs and expenses incurred by Seller due to the erroneous draw on the Delivery Term Security. If Seller fails to pay or dispute the amount of a demand within ten (10) Business Days after receipt of Buyer’s demand and supporting written statement, then Buyer shall be entitled to draw from the Delivery Term Security the unpaid amount. Payment of the damages as described in this Section 5.11 are Buyer’s sole and exclusive remedies for a Bankruptcy of a Project Company.

Section 5.12 Buyer Credit Arrangements.
(a) To secure its obligations under this Agreement, Buyer shall deliver to Seller within one hundred twenty (120) days after the Effective Date, Buyer Liability Pass Through Agreements from Project Participants with Liability Shares as set forth on Appendix M. Seller shall countersign each Buyer Liability Pass Through Agreement within ten (10) days of receipt of APPROVAL DRAFT Item 4
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each such Buyer Liability Pass Through Agreement. Buyer shall maintain such Buyer Liability Pass Through Agreements in full force and effect until both of the following have occurred: (a) the Agreement Term has expired or terminated early; and (b) all payment obligations of Buyer due and payable under this Agreement are paid in full (whether directly or indirectly such as through set-off or netting).
(b) Buyer may amend Appendix M in its sole discretion with respect to the identity of Project Participants and the amount of each Project Participant’s Liability Share; and other amendments shall be subject to the consent of Seller (not to be unreasonably withheld, conditioned or delayed). If Buyer amends Appendix M, Buyer shall provide Seller replacement Buyer Liability Pass Through Agreements executed by Buyer and the applicable Project Participants that incorporate Liability Shares as set forth in the amended Appendix M (“Replacement BLPTAs”). Seller shall countersign each Replacement BLPTA executed by Buyer and the applicable Project Participant within ten (10) Business Days after Buyer’s delivery of such Replacement BLPTAs to Seller; provided that until the Replacement BLPTAs have been executed by Seller and all applicable Project Participants, the prior agreements will remain in effect.

ARTICLE VI

PURCHASE AND SALE OF POWER
Section 6.1 Purchases by Buyer.
(a) For all Delivered Energy comprised of Facility Energy from a Facility prior to its Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, such Delivered Energy in accordance with Section 3.10. (b) For all Delivered Energy comprised of Facility Energy from a Facility after its Commercial Operation Date, Seller shall sell and deliver, and Buyer shall purchase and receive, all such Delivered Energy and all Replacement Energy for the price set forth in Section 2 of Appendix A; provided that, in no event shall Buyer be obligated to purchase or receive Delivered Energy in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation. (c) Notwithstanding Section 6.1(b), during the period of time between the day that is one hundred eighty (180) days following the Commercial Operation Date of a Facility and the day that is one (1) day following the date upon which Buyer receives evidence that such Facility is CEC Certified, Buyer may retain a portion of any payment to be made to Seller hereunder associated with the Delivered Energy from such Facility in an amount equal to the positive difference between (1) the price of the Delivered Energy pursuant to Section 6.1(b), and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month in which the deliveries occurred for Energy that is not from an Eligible Renewable Energy Resource under the RPS, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Buyer shall release such retained amount, which shall not be calculated with interest of any kind, within forty-five (45) days following the receipt of evidence satisfactory to Buyer from Seller that the Facility is CEC Certified. Within thirty (30) days after any removal of a Facility under Section 3.11, Seller shall refund to Buyer, for Delivered Energy associated with APPROVAL DRAFT Item 4
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such Facility and purchased by Buyer during the first one hundred eighty (180) days following the Commercial Operation Date of such Facility that has not been CEC Certified at the price set forth in paragraph 2 of Appendix A, the positive difference between (1) the price paid by Buyer and (2) the average of the on-peak and off-peak Energy prices, weighted by the number of hours in the on-peak and off-peak periods, during the month or months in which the deliveries of such Delivered Energy occurred for Energy that is not from an Eligible Renewable Energy Resource under the RPS, as listed in the Intercontinental Exchange Palo Verde Electricity Price Index or its successor index, or any other index mutually agreed by the Parties. Upon such removal, Seller shall have no obligation to transfer any Green Attributes related to the Delivered Energy from the removed Facility.
(d) At its sole discretion, Buyer or Project Participants may re-sell or use for another purpose all or a portion of the Facility Energy, Replacement Energy, Capacity Rights, and associated Green Attributes, provided that no such re-sale or use shall relieve Buyer of any obligations hereunder. Buyer shall have exclusive rights to offer, bid, or otherwise submit the Facility Energy, Replacement Energy, Capacity Rights, and associated Green Attributes for resale in the market, and retain and receive any and all related revenues. Buyer has no obligation to purchase from Seller any Facility Energy, Replacement Energy, and associated Green Attributes for which the Facility Energy is not or cannot be delivered to the Points of Delivery as a result of an outage of a Facility, a Force Majeure, curtailments required under a Facility’s interconnection agreement, or curtailments required by Buyer due to a System Emergency not resulting from the fault or negligence of Buyer.

Section 6.2 Seller’s Failure. Except as provided in Article IX, and except for Energy that is RPS Compliant that is provided by the Transmission Provider pursuant to its tariff in connection with the Transmission Services, in no event shall Seller have the right to procure energy from sources other than the Project for sale and delivery pursuant to this Agreement. Seller shall not sell, deliver or convey any Facility Energy, Capacity Rights, and associated Green Attributes from any Facility to any third-party except as set forth in Section 6.4. If Seller sells any part of any Facility Energy, Capacity Rights, and associated Green Attributes to a third party in violation of Section 6.4 (including in connection with a claimed Force Majeure that does not satisfy the requirements of a Force Majeure in accordance with Section 14.3), Seller shall pay Buyer, within thirty (30) days of such sale all proceeds that Seller receives from such sale.

Section 6.3 Buyer’s Failure. Unless excused by Force Majeure or Seller’s failure to perform its obligations under this Agreement, if Buyer fails to receive at the Points of Delivery all or any part of any Facility Energy required to be received by Buyer under this Article VI, Article VIII, or Article IX, Buyer shall pay Seller, within thirty (30) days of Seller’s written request therefor, an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the price per MWh that would have been payable by Buyer for the Energy and Green Attributes not received by Buyer. Seller shall provide Buyer prompt written notice of the Sales Price together with back-up documentation.

Section 6.4 Sales to Third Parties. Seller may sell to Persons other than Buyer (i) any Facility Energy and associated Green Attributes in excess of Maximum Generation not purchased by Buyer in accordance with Section 6.1, and (ii) any Facility Energy, Capacity Rights, and associated Green Attributes that Seller is unable to deliver to Buyer due to Force Majeure declared APPROVAL DRAFT Item 4
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by Buyer or Seller that either prevents Seller from delivering to Buyer the Facility Energy, Capacity Rights, and associated Green Attributes, or that prevents Buyer from receiving the Facility Energy, Capacity Rights, and associated Green Attributes. Except as provided above in this Section 6.4, Seller shall not sell or otherwise transfer any Facility Energy, Capacity Rights, or associated Green Attributes to any Person other than Buyer during the Delivery Term, except for any Facility Energy (excluding any associated RECs or Capacity Rights) that is Imbalance Energy transferred or sold pursuant to the terms of a Transmission Provider’s tariff.

Section 6.5 Nature of Remedies. The damages that Buyer would incur as a result of Seller’s failure as described in Section 6.2 or that Seller would incur as a result of Buyer’s failure as described in Section 6.3 would be difficult or impossible to predict with certainty, and it is impractical and difficult to assess actual damages in those circumstances, but the liquidated damages set forth in Section 6.2 and Section 6.3 are fair and reasonable calculations of such damages. The remedy set forth in Section 6.2 is in addition to, and not in lieu of, any other right or remedy of Buyer under this Agreement for failure of Seller to sell and deliver Energy and Green Attributes as and when required by this Agreement. The remedy set forth in Section 6.3 is in addition to any other right or remedy of Seller for any failure by Buyer to receive Energy as and when required by this Agreement.

ARTICLE VII
TRANSMISSION AND SCHEDULING; TITLE AND RISK OF LOSS
Section 7.1 In General. Seller shall arrange and be responsible for any Transmission Services required to deliver Facility Energy or Replacement Energy to the Point of Delivery and shall Schedule or arrange for Scheduling services with its Transmission Providers to deliver the Facility Energy or Replacement Energy to the Point of Delivery. Seller shall have no obligations or liability in respect of Facility Energy or Replacement Energy after the Point of Delivery (as to Transmission Services or otherwise).

Section 7.2 Scheduling of Energy.
(a) Seller shall be the Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO for the Project for the delivery of Delivered Energy to the Point of Delivery, and bid the Delivered Energy into the Day-Ahead Market and the Real-Time Market consistent with Prudent Operating Practice. Seller shall perform or cause to be performed all scheduling and transmission activities in compliance with (i) the CAISO Tariff, (ii) WECC scheduling practices, and (iii) Prudent Operating Practice. The Parties agree to communicate and cooperate as necessary in order to address any scheduling or settlement issues as they may arise, and to work together in good faith to resolve them in a manner consistent with the terms of the Agreement. Seller (as the Project’s Scheduling Coordinator) shall ensure that all Delivered Energy and Replacement Energy is electronically tagged (e-tagged) in accordance with Generally Accepted Utility Practice. Seller shall comply with any requirements of the CPUC, CEC, WREGIS and CARB, as applicable, with respect to documenting and reporting E-tags, including, as applicable, requirements to match E-tags to WREGIS Certificate creation. In addition to Seller’s requirements under Section 8.4, Seller shall provide additional information as reasonably requested by Buyer on E-tags or as reasonably necessary to facilitate Buyer’s members’ reporting requirements under the RPS.

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(b) As Scheduling Coordinator for the Project, Seller shall be responsible for all CAISO costs, including without limitation, all penalties, Imbalance Energy charges, and other charges, and shall be entitled to all CAISO revenues, including without limitation, credits, Imbalance Energy payments, and revenues associated with CAISO dispatches, bid cost recovery, Inter-SC Trade (as defined in the CAISO Tariff) credits, or other credits in respect of the Delivered Energy. Seller shall be responsible for all CAISO penalties resulting from any failure by Seller to abide by the CAISO Tariff or the outage notification requirements set forth in this Agreement. The Parties agree that any Availability Incentive Payments (as defined in the CAISO Tariff) are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges (as defined in the CAISO Tariff) are the responsibility of Seller and for Seller’s account. In addition, if during the Delivery Term, the CAISO implements or has implemented any sanction or penalty related to scheduling, outage reporting, or generator operation, the cost of such sanctions or penalties arising from the scheduling, outage reporting, or generator operation of the Facility shall be the Seller’s responsibility.
(c) Seller (as the Project’s Scheduling Coordinator) shall be responsible for all settlement functions with the CAISO related to the Project. Seller or its Affiliates shall also fulfill the contractual, metering, and interconnection requirements so as to be able to deliver Facility Energy and Replacement Energy to the Points of Delivery. (d) At least forty-five (45) days before the first anticipated Commercial Operation Date and no later than forty-five (45) days before the beginning of each Contract Year, Seller or Seller’s designee shall provide, or cause to be provided, a non-binding forecast of each month’s average-day deliveries of Facility Energy and Replacement Energy, by hour, for the following eighteen (18) months.
(e) At least ten (10) days before the first anticipated Commercial Operation Date and no later than ten (10) Business Days before the beginning of each month during the Delivery Term, Seller or Seller’s designee shall provide, or cause to be provided, a non-binding forecast of each day’s average deliveries of Facility Energy and Replacement Energy, by hour, for the following month to Buyer at the addresses for scheduling notices set forth in Appendix C. (f) By 4:30 a.m. on the Business Day immediately preceding each day of delivery of Facility Energy during the Delivery Term, Seller or Seller’s designee shall cause Seller’s Scheduling Coordinator to provide Buyer with a copy of a non-binding hourly forecast of deliveries of Facility Energy and Replacement Energy for each hour of the immediately succeeding day. A forecast provided a day prior to any non-Business Day shall include forecasts for the immediate day, each succeeding non-Business Day and the next Business Day. Seller shall provide Buyer with a copy of any updates to such forecast indicating a change in forecasted Facility Energy and Replacement Energy from the then current forecast at the addresses for scheduling notices set forth in Appendix C.
(g) By 12:00 p.m. on the normal Business Day prior to each pre-scheduling day as identified in the WECC pre-scheduling calendar, Seller shall provide Buyer via email, at the addresses for scheduling notices set forth in Appendix C, day-ahead pre-schedules for each of the succeeding twenty-four (24) hours in the form of an excel spreadsheet. Seller shall notify Buyer APPROVAL DRAFT Item 4
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or Buyer’s Agent via telephone of any hourly changes due to a change in unit availability or an outage no later than one-hundred five (105) minutes prior to the start of such Scheduling hour. (h) Throughout the Delivery Term, Seller shall provide to Buyer and Project Participants, if requested by the applicable Project Participant, access to the supervisory control and data acquisition (“SCADA”) system of each Facility to the extent necessary to allow Buyer and those Project Participants who have requested access to obtain the following data on a real-time basis: for each Facility that has achieved Commercial Operation, read-only access to megawatt capacity and any other facility availability information; read-only access to energy output information collected by the SCADA system for the Facility; provided that if Buyer is unable to access the Facility’s SCADA system, then upon written request from Buyer, Seller shall provide energy output information to Buyer in four (4)-second intervals in the form of a flat file to Buyer through a secure file transport protocol (FTP) system with an e-mail back-up for each flat file submittal; and read-only access to all electricity, production, and consumption data from the Electric Metering Devices.

Section 7.3 Costs. Seller shall be responsible for any costs or charges imposed on or associated with the delivery and scheduling of Facility Energy to the Points of Delivery.

Section 7.4 Curtailment Required by Buyer; Market Curtailment Periods. Seller shall reduce deliveries of Energy for (a) curtailments required under a Facility’s interconnection agreement or (b) curtailments required by Buyer due to a System Emergency not resulting from the fault or negligence of Buyer, and Seller may reduce deliveries of Energy in the event of a Market Curtailment Period; provided that, for any curtailed Energy resulting from a Market Curtailment Period, Buyer will pay Seller for such curtailed Energy as set forth in Section 3 of Appendix A. During the Delivery Term, the Parties shall estimate the amount of curtailed Energy for each such curtailment event by multiplying (i) the arithmetic average of the applicable Facility’s metered output rate, in MW, immediately before and after such curtailment event, by (ii) the duration of such curtailment event. The Parties shall use the curtailed Energy estimate for the purpose of determining Seller’s compliance towards Guaranteed Generation, and, solely with respect to curtailed Energy resulting from a Market Curtailment Period, for purposes of calculating any payments due from Buyer to Seller pursuant to Section 3 of Appendix A. For the avoidance of doubt, Buyer shall be obligated to take delivery of and pay for all Delivered Energy, except that Buyer shall not be obligated to take delivery of and pay for Energy to the extent that such Energy exceeds the Maximum Generation and Buyer has not elected to purchase such Energy as provided in Section 6.1.

Section 7.5 Curtailment of Seller’s Transmission Services. In the event of the curtailment or other interruption of the Transmission Services utilized pursuant to the Agreement that prevents Seller from delivering Facility Energy to the Primary Point of Delivery, Seller shall, subject to the last sentence of this Section 7.5, upon furnishing notice as soon as practicable to Buyer obtain alternate Transmission Services complying with the requirements of the Agreement utilizing other Transmission System or Systems for delivery of the Facility Energy to such Primary Point of Delivery or the Alternate Points of Delivery during the period of such curtailment or other interruption of such Transmission Services. Seller shall provide Buyer with advance notice, at the addresses for general notices set forth in Appendix C, of the end of the period of such curtailment or interruption and the restoration of the Transmission Services pursuant to the Agreement for the APPROVAL DRAFT Item 4
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delivery of the Facility Energy to the Primary Point of Delivery. This Section 7.5 shall (i) not obligate Seller to utilize such alternate Transmission Services or Alternate Points of Delivery, as applicable, and (ii) not preclude Seller from claiming Force Majeure under Section 14.6, unless such alternate Transmission Services or Alternate Points of Delivery, as applicable, are available at costs that do not exceed six dollars per MWh ($6/MWh), or such alternate Transmission Services shall be available at costs that exceed six dollars per MWh ($6/MWh) and Buyer agrees to pay the amount of such excess.

Section 7.6 Title; Risk of Loss. As between the Parties, Seller shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of Facility Energy prior to a Point of Delivery, and Buyer shall be deemed to be in exclusive control (and responsible for any damages or injury caused thereby) of Facility Energy at and from such Point of Delivery.

Seller shall deliver all Facility Energy, Capacity Rights, and Green Attributes to Buyer free and clear of all Liens created by any Person other than Buyer. Title to and risk of loss as to all Facility Energy, Capacity Rights, and Green Attributes shall pass from Seller to Buyer at the respective Points of Delivery.

ARTICLE VIII
GREEN ATTRIBUTES; RPS COMPLIANCE
Section 8.1 Transfer of Green Attributes. For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by Buyer and Seller to purchase and sell Facility Energy on the terms and conditions set forth herein, subject to Section 6.4, Seller shall transfer to Project Participants, and Project Participants shall receive from Seller, all right, title, and interest in and to all Green Attributes, whether now existing or acquired by Seller or that hereafter come into existence or are acquired by Seller during the Delivery Term, for all Facility Energy and Replacement Energy. Seller agrees to transfer and make such Green Attributes available to Project Participants immediately to the fullest extent allowed by applicable law upon Seller’s production or acquisition of the Green Attributes. Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of such Green Attributes to any Person other than Project Participants or attempt to do any of the foregoing with respect to any of the Green Attributes. The consideration for the transfer of Green Attributes is contained within the relevant prices for Delivered Energy under Articles VI and IX and Appendix A.

Section 8.2 Reporting of Ownership of Green Attributes. During the Delivery Term, Seller shall not report to any Person that the Green Attributes granted hereunder to Project Participants belong to any Person other than Buyer, and Buyer may report under any program that such Green Attributes purchased hereunder belong to it.

Section 8.3 Green Attributes. Upon Buyer’s request, Seller shall take all reasonable actions and execute all documents or instruments as are reasonable and necessary under applicable law, bilateral arrangements or other voluntary Green Attribute programs of any kind, as applicable, to maximize the attribution, accrual, realization, generation, production, recognition and validation of Green Attributes throughout the Delivery Term. Upon request of Buyer, Seller shall submit, a Green-e® Energy Tracking Attestation Form (“Attestation”) for Delivered Energy to the Center for Resource Solutions (“CRS”) at https://www.tfaforms.com/4652008 or its successor. The Attestation shall be submitted in accordance with the requirements of CRS and shall be submitted APPROVAL DRAFT Item 4
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within thirty (30) days of Buyer’s request or the last day of the month in which the applicable Delivered Energy was generated, whichever is later.

Section 8.4 Use of Accounting System to Transfer Green Attributes. (a) In furtherance and not in limitation of Section 8.3, Seller shall use WREGIS or any successor system to evidence the transfer of any Green Attributes considered RECs under applicable law or any voluntary program (“WREGIS Certificates”) associated with Facility Energy or Replacement Energy in accordance with WREGIS reporting protocols. Prior to the Commercial Operation Date for a Facility, Seller shall establish an account with WREGIS and commence registration of such Facility with WREGIS. After each Facility is registered with WREGIS, at Buyer’s option, Seller shall transfer WREGIS Certificates using the Forward Certificate Transfer method, as described in WREGIS Operating Rules, from Seller’s WREGIS account to up to ten (10) Project Participant WREGIS accounts, as designated by Buyer; provided, however, that Buyer shall have identified such accounts by written notice to Seller delivered no later than ten (10) days prior to the Commercial Operation Date for such Facility. (b) Seller shall be responsible for the WREGIS expenses associated with registering each Facility, maintaining its account, WREGIS Certificate issuance fees, and transferring WREGIS Certificates to Project Participants, and Project Participants shall be responsible for the WREGIS expenses associated with maintaining their accounts and any subsequent transferring or retiring of WREGIS Certificates. (c) Forward Certificate Transfers shall occur monthly based on the certificate creation timeline established by the WREGIS Operating Rules. Since WREGIS Certificates will only be created for whole MWh amounts of Delivered Energy or Replacement Energy, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Delivered Energy and Replacement Energy for such calendar month, as evidenced by the Facility’s or Replacement Unit’s metered data, as applicable, and, unless otherwise agreed by Buyer, matching E-Tags.

WREGIS Certificates must be matched with E-Tags, unless otherwise agreed by Buyer. Seller shall ensure that no WREGIS Certificates are transferred to a Project Participant’s WREGIS Account unless they are the result of Delivered Energy or Replacement Energy and matched with E-Tags. WREGIS Certificates without matching E-Tags will be rejected. (d) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy and Replacement Energy for the same calendar month caused by an error or omission of Seller. If any WREGIS Certificate Deficit is caused, or the result of any action or inaction by Seller, then the aggregate amount of Delivered Energy and Replacement Energy in the month of a WREGIS Certificate Deficit shall be reduced by the amount of the WREGIS Certificate Deficit for purposes of calculating Buyer’s payment to Seller under Article XI and Shortfall Energy for the applicable Contract Year; provided, however, that such adjustment shall not apply to the extent that Seller resolves the WREGIS Certificate Deficit within ninety (90) days after the month of such WREGIS Certificate Deficit. Without limiting Seller’s obligations under this Section 8.4, if a WREGIS Certificate Deficit is caused solely by an error or omission of WREGIS, the Parties shall cooperate APPROVAL DRAFT Item 4
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in good faith to cause WREGIS to correct its error or omission. Seller shall be responsible for, at its expense, validating and disputing data with WREGIS prior to WREGIS Certificate creation each month. Buyer shall take all necessary actions to facilitate the transfer of Green Attributes as provided above, including accepting any transfer requests made by Seller through WREGIS in accordance with the foregoing. Notwithstanding any other provision of this Section 8.4, in the event that WREGIS is not in operation, Seller shall document the production and transfer of RECs under this Agreement by delivering to Buyer an attestation for the RECs produced by each Facility, or Replacement Energy, measured in whole MWh, or by such other method as Buyer shall designate, in accordance with the form set forth in Appendix P and the Parties shall cooperate to complete the transfer of WREGIS Certificates for the benefit of Buyer or Buyer’s designees as soon as reasonably possible. Buyer shall take all necessary actions to facilitate the transfer of Green Attributes as provided above, including accepting any transfer requests made by Seller through WREGIS in accordance with the foregoing.

Section 8.5 Further Assurances. At Buyer’s request, the Parties shall execute all such documents and instruments and take such other action in order to effect the transfer of the Green Attributes specified in this Agreement to Buyer’s designees and to maximize the attribution, accrual, realization, generation, production, recognition and validation of Green Attributes throughout the Delivery Term as Buyer may reasonably request. If WREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 8.5 after the Effective Date, the Parties promptly shall modify Section 8.4 as reasonably required to cause and enable Seller to transfer to Buyer’s designees a quantity of WREGIS Certificates for each given calendar month that corresponds to the Delivered Energy and Replacement Energy delivered in the same calendar month; provided, however, that Seller’s obligations under Section 8.4 shall be subject to the Compliance Expenditure Cap, in accordance with Section 8.6(c).

Section 8.6 RPS Compliance.
(a) 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. [STC 6]. (b) The term “commercially reasonable efforts” as used in Section 8.6(a) and in Section 8.6(e) means Seller’s compliance with Section 8.6(c) and (d), below. The term “Project” as used in Section 8.6(a) means each Facility included in the Project. (c) If (i) a Change in Law occurring after the Effective Date has increased Seller’s known or reasonably expected costs (A) to cause any Facility, its Facility Energy or the associated Green Attributes to be RPS Compliant or to obtain, maintain, convey or effectuate Buyer’s use of any Green Attributes, or (B) to cause any Facility to be or to remain a Firm Clean Resource, or (ii) a change in WREGIS Operating Rules after the Effective Date increases Seller’s APPROVAL DRAFT Item 4
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costs to comply with its obligations under Section 8.4 (the obligations set forth in the foregoing clauses (i) and (ii) collectively, “Compliance Obligations”), then the Parties agree that the maximum aggregate amount of out-of-pocket costs and expenses (“Compliance Costs”) that Seller shall be required to bear during the Delivery Term with respect to each affected Facility to comply with all of such Compliance Obligations shall be capped at of the Facility Net Capacity of the applicable affected Facility (“Compliance Expenditure Cap”). Seller’s internal administrative costs associated with obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable) any Product are excluded from the Compliance Expenditure Cap.
(d) Any actions required for Seller to comply with its obligations set forth in Section 8.6(c) above, the Compliance Costs of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.” If Seller reasonably anticipates the need to incur Compliance Costs in excess of the Compliance Expenditure Cap in order to take any Compliance Action, then Seller shall provide written notice to Buyer of such anticipated Compliance Costs. Buyer will have sixty (60) days to evaluate such notice (during which time period Seller is not obligated to take any Compliance Actions described in the notice) and shall, within such time, either (i) agree to reimburse Seller for all or some portion of the Compliance Costs that exceed the Compliance Expenditure Cap, as applicable (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or (ii) waive Seller’s obligation to take such Compliance Actions, or any part thereof for which Buyer has not agreed to reimburse Seller.

If Buyer does not respond to a notice given by Seller under this Section 8.6(d) within sixty (60) days after Buyer’s receipt of same, Buyer shall be deemed to have waived its rights to require Seller to take the Compliance Actions that are the subject of the notice, and Seller shall have no further obligation to take, and no liability for any failure to take, the Compliance Actions that are the subject of the notice for the remainder of the Term. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by the Parties and Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller.
(e) 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. [STC REC-1].
(f) 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. [STC REC-2].

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(g) The phrase “such Facility qualifies and is certified by the CEC as an Eligible Renewable Energy Resource” as used in Section 8.6(a) means “such Facility qualifies and is CEC Pre-certified or CEC Certified as an Eligible Renewable Energy Resource.” Section 8.7 Solar Generating Capacity Serving Parasitic Load. Seller has the right, but not the obligation, to install and operate solar generating capacity behind a Facility’s Electric Metering Devices at any Site for purposes of providing some or all of such Facility’s Parasitic Load, in which case the geothermal Energy generated by such Facility that would have otherwise served the Parasitic Load shall for purposes of this Agreement constitute Facility Energy from such Facility and shall be sold to Buyer in accordance with the provisions of this Agreement; provided, that Seller shall ensure that such solar generation (i) is only used to serve Parasitic Load associated with the applicable Facility, and (ii) is not delivered to Buyer for sale hereunder. Buyer acknowledges that using on-site solar generation to supply the applicable Facility’s Parasitic Load will result in an increase in Delivered Energy and associated Green Attributes delivered by Seller hereunder by reducing station use, and Buyer agrees that such increase in Delivered Energy and associated Green Attributes will be sold to Buyer in accordance with the terms of this Agreement.

ARTICLE IX

MAKEUP OF SHORTFALL ENERGY
Section 9.1 Makeup of Shortfall. During each Contract Year, all Delivered Energy during such Contract Year shall first be applied to the determination of whether Seller has delivered the Guaranteed Generation. Except to the extent caused by a Force Majeure (but subject to the provisions of Section 14.6(a) providing that the obligations of Seller with respect to satisfaction of Guaranteed Generation under this Article IX not satisfied due to Force Majeure are not excused, but such required delivery shall be extended for the duration of the Force Majeure), or except for curtailment under Section 7.4 or Buyer’s failure to accept Facility Energy in accordance with this Agreement, if Seller fails during any Contract Year to deliver Delivered Energy in an amount equal to the Guaranteed Generation, then Seller shall make-up that shortfall of Delivered Energy (such shortfall between the Guaranteed Energy and the Delivered Energy, “Shortfall Energy”) in the same Contract Year in accordance with this Article IX.

Section 9.2 Replacement Energy. Seller may reduce the amount of Shortfall Energy by providing Replacement Energy in the same Contract Year. The Replacement Energy shall be delivered to Buyer at the Points of Delivery on a delivery schedule reasonably approved by Buyer and consistent with the Project’s historic delivery profile. As employed in this Agreement, “Replacement Energy” means Energy and associated Green Attributes that is produced by a Replacement Unit (a) for which Seller has obtained rights to sell prior to the time that the Energy and associated Green Attributes have been generated, (b) that Seller has not sold or transferred to any other person or entity, (c) that is free and clear of all encumbrances, (d) that includes Green Attributes that have the same value and the same vintage with respect to the timeframe for retirement of such Green Attributes as the Green Attributes that would have been generated by the Project during the period for which the Replacement Energy is being provided; and (e) that is transferred to Buyer in real time.

Section 9.3 Shortfall Liquidated Damages. To the extent Seller is unable to procure sufficient Replacement Energy to make up any remaining Shortfall Energy within the same APPROVAL DRAFT Item 4
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Contract Year, Seller shall pay Buyer, as liquidated damages, an amount for each MWh of remaining Shortfall Energy equal to the positive difference, if any, obtained by subtracting the amount that Buyer would have paid had Project Energy equal to the amount of Shortfall Energy been delivered to the Points of Delivery from the Replacement Price (“Shortfall Liquidated Damages”). The Shortfall Liquidated Damages payable under this Section 9.3 shall be payable in lieu of actual damages, shall be guaranteed as to payment by the Delivery Term Security, and, notwithstanding any other provision of this Agreement, other than Buyer’s remedies for a Default by Seller under Section 13.1(f), Shortfall Liquidated Damages shall be Buyer’s sole remedy, and Seller’s sole liability, for Seller’s failure to deliver Facility Energy and the associated Green Attributes and Replacement Energy and associated Green Attributes as provided under Sections

9.1 and 9.2, above. The Parties acknowledge and agree that (i) the damages that Buyer would incur due to shortfalls in Delivered Energy would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in those circumstances and, therefore, Shortfall Liquidated Damages are a fair and reasonable calculation of such damages.

ARTICLE X

CAPACITY RIGHTS
Section 10.1 Purchase and Sale of Capacity Rights.
(a) For and in consideration of Buyer entering into this Agreement, and in addition to the agreement by Buyer and Seller to purchase and sell Facility Energy and Green Attributes on the terms and conditions set forth in this Agreement, Seller hereby transfers to Buyer, and Buyer hereby accepts from Seller, all of the Capacity Rights, subject to Section 6.4. The consideration for the transfer of Capacity Rights is contained within the relevant prices for Facility Energy. In no event shall Buyer have any obligation or liability whatsoever for any debt pertaining to any Facility by virtue of Buyer’s ownership of the Capacity Rights or otherwise (b) Prior to Commercial Operation of each Facility, Seller either shall qualify each such Facility as a Pseudo-Tie Resource or a Dynamically Scheduled Resource with the CAISO pursuant to the CAISO’s New Resource Implementation process (as defined in the CAISO Tariff) and Seller shall maintain each Facility as either a Pseudo-Tie Resource or a Dynamically Scheduled Resource in compliance with the CAISO Tariff throughout the Delivery Term. (c) Buyer shall cause the Project Participants to use commercially reasonable efforts to maintain the Import Capability necessary to import the Guaranteed Net Qualifying Capacity from the Project into the CAISO. Seller shall use commercially reasonable efforts to support Buyer and Project Participants in obtaining such Import Capability. To the extent Project Participants do not or cannot maintain Import Capability necessary to support the importation of the Guaranteed Net Qualifying Capacity into the CAISO for reasons other than a Seller failure under this Agreement or the inability of Seller to maintain each Facility as either a Pseudo-Tie Resource or a Dynamically Scheduled Resource, the Capacity Attributes that are not imported or that cannot be imported shall constitute Deemed Delivered RA. (d) No later than the Notification Deadline corresponding to each Showing Month of the Delivery Term, Seller shall submit, or cause each Facility’s Scheduling Coordinator APPROVAL DRAFT Item 4
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to submit, Supply Plans to identify and confirm the Resource Adequacy Benefits provided to Project Participants for each Showing Month from each Facility. (e) Resource Adequacy Benefits are delivered and received when the CIRA Tool shows that the Supply Plans for each Project Participant for each Facility have been accepted by the CAISO. If CAISO rejects either the Supply Plans or Project Participants’ Resource Adequacy Plans with respect to any part of the Resource Adequacy Benefits in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plans or Resource Adequacy Plans for validation before the applicable Notification Deadline for the relevant Showing Month.
(f) If Seller anticipates that it will have an RA Shortfall Month, Seller may provide Replacement RA in the amount of (i) the Guaranteed Net Qualifying Capacity with respect to such Showing Month, minus (ii) the expected Net Qualifying Capacity that is able to be included in the Supply Plans for the Project Participants for such Showing Month plus any Deemed Delivered RA; provided, that any Replacement RA is communicated in the form of Appendix Q by Seller to Buyer no later than the Notification Deadline. (g) Notwithstanding anything to the contrary in this Agreement, Seller shall be permitted to reduce deliveries of Capacity Attributes and Resource Adequacy Benefits during any Force Majeure Event that results in Seller’s inability, despite the use of commercially reasonable efforts, to deliver Facility Energy to the Points of Delivery.

Section 10.2 Representation Regarding Ownership of Capacity Rights. Subject to Section 6.4, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of any of the Capacity Rights to any Person other than the Project Participants or attempt to do any of the foregoing with respect to any of the Capacity Rights. Seller shall not report to any Person that any of the Capacity Rights belong to any Person other than Buyer (or at Buyer’s designation, the Project Participants).

Section 10.3 Resource Adequacy Failure.
(a) For each RA Shortfall Month, Seller shall pay to Buyer as liquidated damages the RA Deficiency Amount, as set forth in Section 10.3(b), and/or provide Replacement RA, as set forth in Section 10.1(f), in each case, as the sole remedy for Capacity Attributes that Seller fails to convey to the Project Participants from each Facility. (b) For each RA Shortfall Month, Seller shall pay to Buyer an amount (the “RA Deficiency Amount”) equal to the product of (i) the difference, expressed in kW, of (A) the then applicable Guaranteed Net Qualifying Capacity, minus (B) the Net Qualifying Capacity included in the Supply Plans for the Project Participants (or any subsequent purchasers to whom Project Participants have resold Capacity Attributes), plus any Replacement RA that was able to be included in the Supply Plans for such Showing Month for the Project Participants (or any subsequent purchasers to whom Project Participants have resold Capacity Attributes) and any Deemed Delivered RA, multiplied by (ii) the lower of (A) thirteen dollars and fifty cents ($13.50) per kW-month, or (B) the sum of the CPM Soft Offer Cap and the RA Penalties paid or required APPROVAL DRAFT Item 4
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to be paid Project Participants for RAR applicable to the RA Deficiency Amount for such RA Shortfall Month.

Section 10.4 CPUC Mid-Term Reliability Requirements.
(a) Seller acknowledges that Buyer intends for this product to comply with mandatory procurement obligations for incremental capacity pursuant to CPUC D.21-06-035.

Seller represents and warrants to Buyer that commencing on the Effective Date and continuing throughout the Agreement Term:
(i) The Agreement includes the exclusive right to claim the Guaranteed Net Qualifying Capacity of the Facility as an incremental resource for purposes of CPUC D.21-06-035;
(ii) Seller has not and will not sell, assign, or transfer the right to claim any Facility as an incremental resource for purposes of CPUC D.21-06-035 to any other person or entity; and
(iii) Seller will reasonably cooperate with Buyer to ensure the Agreement will meet the procurement mandates set forth in CPUC D.21-06-035. (b) In furtherance of any compliance and reporting obligations related to the foregoing, and without limiting Seller’s obligations under any other provision of this Agreement, Seller agrees to provide documentation reasonably requested by Buyer in connection with such compliance obligations, including but not limited to the following:
(i) Evidence of interconnection, site control, notice to proceed with construction, and other evidence of construction status and progress towards Commercial Operation;
(ii) Engineering assessments demonstrating that each Facility satisfies the Firm Clean Resource requirements; and
(iii) Any other engineering assessments, contractual support, or relevant information required or requested by the CPUC pursuant to CPUC D.21-06-035 and any other applicable requirements of CPUC D.21-06-035 as such decision has been interpreted by the CPUC in public guidance documents or other public communications.

ARTICLE XI
BILLING; PAYMENT; AUDITS; METERING; POLICIES
Section 11.1 Billing and Payment. Billing and payment for all Delivered Energy, Green Attributes, and Capacity Rights shall be as set forth in this Article XI.

Section 11.2 Calculation of Delivered Energy; Invoices and Payment. (a) Delivered Quantity. For each month during the Agreement Term, commencing with the first month in which Energy is delivered by Seller to and received by Buyer APPROVAL DRAFT Item 4
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under this Agreement, Seller shall calculate the amount of Energy so delivered and received during such month as determined (i) in the case of Delivered Energy, from recordings produced by the Electric Metering Devices maintained pursuant to Section 11.6, at or near midnight on the last day of the month in question, (ii) in the case of a Market Curtailment Period, the amount of curtailed Energy determined pursuant to Section 7.4, and (iii) in the case of Replacement Energy, the amount in MWh actually supplied by Seller pursuant to Section 9.2, as measured by metering equipment approved by Buyer in its reasonable discretion. Seller shall measure the amount of Delivered Energy using the Electric Metering Devices. All Electric Metering Devices will be operated pursuant to applicable CAISO-approved calculation methodologies and maintained as Seller’s cost.
(b) Invoice. Not later than the tenth (10th) day of each month, commencing with the month next following the month in which Energy is first delivered by Seller and received by Buyer under this Agreement, Seller shall deliver to Buyer an invoice showing the amount of Energy delivered by Seller for each Facility of the Project and received by Buyer, or curtailed Energy during a Market Curtailment Period, during the preceding month (with a separate allocation for each Facility and any Replacement Energy), Seller’s computation of the amount due Seller in respect thereof for Delivered Energy, including start-up and test Energy consistent with Section 3.10, for curtailed Energy resulting from a Market Curtailment Period, and for Replacement Energy, in each case in accordance with Appendix A. Seller shall deliver to Buyer with each monthly invoice copies of the recordings and data from the Electric Metering Devices that support the calculations of Energy and Green Attributes included in the invoice for such month. Each invoice shall include (a) a reconciliation in .xlsx format of hourly meter data, E-Tag data and associated calculations, including the lesser of each by hour, in a format reasonably requested by Buyer, plus any additional data as may be reasonably required by Buyer for compliance with CPUC reporting obligations, including pursuant to the CPUC’s Energy Division Portfolio Content Category Classification Review Handbook (or successor publication); (b) a statement of the quantity of WREGIS Certificates transferred during the prior month that have been matched with E-Tags, including as associated with the Dynamic Schedules, and (c) any additional information reasonably requested by Buyer. Buyer may reconcile invoices using meter data made available through Section 11.6(d). Monthly invoices shall be sent to the address set forth in Appendix C or such other address as Buyer may provide to Seller. Buyer shall not be required to make invoice payments if the invoice is received more than six (6) months after the billing period, unless Seller’s delay in delivering the invoice is due to one or more events of Force Majeure. Each invoice shall show the title of the Agreement and, if applicable, the Agreement number, the name, address and identifying information of Seller and the identification of material, equipment, or services covered by the invoices. To the extent applicable in accordance with Section 8.4, Seller shall deliver to Buyer attestations of Green Attributes concurrently with the monthly invoices sent pursuant to this Section 11.2(b). (c) Payment. Not later than the thirtieth (30th) day after receipt by Buyer of Seller’s monthly invoice (or the next succeeding Business Day, if such thirtieth (30th) day is not a Business Day), Buyer shall pay to Seller, by wire transfer of immediately available funds to an account specified by Seller or by any other means agreed to by the Parties from time to time, the amount set forth as due in such monthly invoice, subject to Section 11.3.

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Section 11.3 Disputed Invoices. In the event any portion of any invoice is in dispute, the undisputed amount shall be paid when due. The Party disputing a payment shall promptly notify the other Party of the basis for the dispute, setting forth the details of such dispute in reasonable specificity. Disputes shall be discussed by the Authorized Representatives, who shall use reasonable efforts to amicably and promptly resolve the disputes, and any failure to agree shall be subject to resolution in accordance with Section 14.3. Upon resolution of any dispute, if all or part of the disputed amount is later determined to have been due, then the Party owing such payment or refund shall pay within ten (10) days after receipt of notice of such determination the amount determined to be due plus interest thereon at the Interest Rate from the due date until the date of payment. For purposes of this Section 11.3, “Interest Rate” shall mean the lesser of (i) two hundred (200) basis points above the per annum prime rate reported daily in The Wall Street Journal, or (ii) the maximum rate permitted by applicable Requirements of Law. Buyer may dispute an invoice at any time within three hundred sixty-five (365) days after Buyer’s receipt of the invoice, provided that Buyer provides Seller with a written notification of such dispute, setting forth the details of such dispute in reasonable specificity. If, within three hundred sixty-five (365) days of Buyer’s receipt of an invoice, Buyer does not notify Seller in writing of a dispute related to that invoice, Buyer shall be deemed to have waived any dispute related to that invoice and the invoice shall be considered correct and complete.

Section 11.4 Right of Setoff. In addition to any right now or hereafter granted under applicable law and not by way of limitation of any such rights, either Party shall have the right at any time or from time to time without notice to the other Party or to any other Person, any such notice being hereby expressly waived, to set off against any amount due from such Party to the other under this Agreement any amount due from the other Party to it under this Agreement, including any amounts due because of breach of this Agreement or any other obligation.

Section 11.5 Records and Audits. Seller and its Affiliates shall maintain, and shall cause Seller’s and its Affiliates’ subcontractors and suppliers, as applicable, to maintain, all records pertaining to the management of this Agreement, related subcontracts, and performance of services pursuant to this Agreement (including all billings, costs, metering, and Green Attributes), in their original form, including reports, documents, deliverables, employee time sheets, accounting procedures and practices, records of financial transactions, and other evidence, regardless of form (for example, machine readable media such as disk or tape, etc.) or type (for example, databases, applications software, database management software, or utilities), sufficient to properly reflect all services performed pursuant to this Agreement. If Seller and its Affiliates or Seller’s and its Affiliates’ subcontractors or suppliers are required to submit cost or pricing data in connection with this Agreement, Seller and its Affiliates shall maintain all records and documents necessary to permit adequate evaluation of the cost or pricing data submitted, along with the computations and projections used. Buyer and the Authorized Auditors may discuss such records with Seller’s officers and independent public accountants (and by this provision Seller authorizes said accountants to discuss such billings and costs), all at such times and as often as may be reasonably requested. All such records shall be retained and shall be subject to examination and audit by the Authorized Auditors, for a period of not less than four (4) years following final payment made by Buyer hereunder or the expiration or termination date of this Agreement, whichever is later. Seller and its Affiliates shall make said records or to the extent accepted by the Authorized Auditors, photographs, micro-photographs, or other authentic reproductions thereof, available to the Authorized Auditors at the Seller’s offices located at all APPROVAL DRAFT Item 4
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reasonable times and without charge. The Authorized Auditors may reproduce, photocopy, download, transcribe, and the like any such records. Any information provided by Seller and its Affiliates on machine-readable media shall be provided in a format accessible and readable by the Authorized Auditors. Seller shall not, however, be required to furnish the Authorized Auditors with commonly available software. Seller, its Affiliates, and Seller’s subcontractors and suppliers, as applicable to the services provided under this Agreement, shall be subject at any time with fourteen (14) days prior written notice to audits or examinations by Authorized Auditors, relating to all billings and to verify compliance with all Agreement requirements relative to practices, methods, procedures, performance, compensation, and documentation. Examinations and audits shall be performed using generally accepted auditing practices and principles. To the extent that the Authorized Auditor’s examination or audit reveals inaccurate, incomplete or non-current records, or records are unavailable, the records shall be considered defective. Consistent with standard auditing procedures, Seller shall be provided fifteen (15) days to review the Authorized Auditor’s examination results or audit and respond to Buyer’s prior to the examination’s or audit’s finalization and public release. If the Authorized Auditor’s examination or audit indicates Seller has been overpaid under a previous payment application, the identified overpayment amount shall be paid by Seller to Buyer within fifteen (15) days of notice to Seller of the identified overpayment.

Notwithstanding the foregoing, if the audit reveals that Buyer’s overpayment to Seller is more than the greater of $100,000 or five percent (5.0%) of the billings reviewed, Seller shall pay all expenses and costs incurred by the Authorized Auditors arising out of or related to the examination or audit.

Such examination or audit expenses and costs shall be paid by Seller to Buyer within fifteen (15) days of notice to the Seller of such costs and expenses. Any information provided by Seller to the Authorized Auditor shall be held by such Authorized Auditor in strict confidence and Seller may require such Authorized Auditor to enter into a reasonable confidentiality agreement prior to the disclosure of information hereunder; provided that the Authorized Auditors shall not be prevented from disclosure of such information to Buyer to the extent such disclosure to Buyer is required to enable Buyer to carry out its rights and responsibilities under this Agreement and Buyer shall treat such information as Confidential Information to the extent provided under Section 14.21.

Section 11.6 Electric Metering Devices.
(a) Delivered Energy shall be measured using Electric Metering Devices installed, owned and maintained by the Seller and its Affiliates. If the Electric Metering Devices are not installed at a Point of Delivery, meters or meter readings shall be adjusted to reflect losses from the Electric Metering Devices to such Point of Delivery. To the extent consistent with the requirements of the Transmission Provider, all Electric Metering Devices used to provide data for the computation of payments shall be sealed and Seller or its designee shall only break the seal when such Electric Metering Devices are to be inspected and tested or adjusted in accordance with this Section 11.6. Seller or its designee shall specify the number, type, and location of such Electric Metering Devices.
(b) Seller, its Affiliates or its designee, at no expense to Buyer, shall inspect and test all Electric Metering Devices upon installation and at least annually thereafter. Seller or its Affiliates shall provide Buyer annual certified test reports for each Facility Electric Metering Device thereafter throughout the duration of the Delivery Term. Seller shall provide Buyer with reasonable advance notice of, and permit a representative of Buyer to witness and verify, such inspections and tests to the extent consistent with the requirements of the Transmission Provider.

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Upon request by Buyer, Seller or its designee shall perform additional inspections or tests of any Electric Metering Device and shall allow a qualified representative of Buyer the right to inspect or witness the testing of any Electric Metering Device. The actual expense of any such requested additional inspection or testing shall be borne by Buyer, unless the results of such additional inspection or testing show an inaccuracy greater than one percent (1%), in which case Seller shall bear such costs. Seller shall provide copies of any inspection or testing reports to Buyer.

Notwithstanding the foregoing, Seller shall have the right and Buyer shall permit Seller to withhold proprietary information unless such information is reasonably needed by Buyer to evaluate and verify such inspections and tests. In addition, Buyer shall hold any information obtained during or in connection with such inspections and tests in confidence. (c) If an Electric Metering Device fails to register, or if the measurement made by an Electric Metering Device is found upon testing to be inaccurate by more than one percent (1.0%), an adjustment shall be made correcting all measurements by the inaccurate or defective Electric Metering Device for both the amount of the inaccuracy and the period of the inaccuracy.

The adjustment period shall be determined by reference to Seller’s check-meters, if any, or as far as can be reasonably ascertained by Seller from the best available data, subject to review and approval by Buyer. If the period of the inaccuracy cannot be ascertained reasonably, any such adjustment shall be for a period equal to one-third of the time elapsed since the preceding test of the Electric Metering Devices. To the extent that the adjustment period covers a period of deliveries for which payment has already been made by Buyer, Buyer shall use the corrected measurements as determined in accordance with this Section 11.6 to recompute the amount due for the period of the inaccuracy and shall subtract the previous payments by Buyer for this period from such recomputed amount. If the difference is a positive number, the difference shall be paid by Buyer to Seller; if the difference is a negative number, that difference shall be paid by Seller to Buyer, or at the discretion of Buyer, may take the form of an offset to payments due to Seller from Buyer. Payment of such difference by the owing Party shall be made not later than thirty (30) days after the owing Party receives notice of the amount due, unless Buyer elects payment via an offset. (d) Seller shall work with Buyer to establish direct access by the Buyer to interval meter data for purposes of Buyer reconciliation of invoices.

Section 11.7 Taxes. Seller shall be responsible for and shall pay before the due dates therefor, any and all federal, state and local Taxes incurred by it as a result of entering into this Agreement and all Taxes imposed or assessed with respect to each Facility, each Site, or any other assets of Seller, the sale of Facility Energy and Green Attributes and all Taxes related to Seller’s income. Buyer shall be responsible for and shall pay before the due dates therefor, any and all federal, state and local Taxes incurred by it as a result of entering into this Agreement and all Taxes imposed or assessed with respect to any assets of Buyer or the purchase of Facility Energy and Green Attributes under this Agreement.

ARTICLE XII
REPRESENTATIONS AND WARRANTIES; COVENANTS OF SELLER
Section 12.1 Representations and Warranties of Buyer. Buyer makes the following representations and warranties to Seller as of the Effective Date:

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(a) Buyer is a validly existing California joint powers authority and has the legal power and authority to carry on its business as now being conducted and to enter into this Agreement and each Buyer Ancillary Document and carry out the transactions contemplated hereby and thereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement and all such Buyer Ancillary Documents. (b) The execution, delivery and performance by Buyer of this Agreement and each Buyer Ancillary Document have been duly authorized by all necessary action, and do not and will not require any consent or approval of Buyer’s regulatory or governing bodies, other than that which has been obtained and except as otherwise set forth in this Agreement. (c) This Agreement and each of the Buyer Ancillary Documents constitute the legal, valid, and binding obligation of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Section 12.2 Representations, Warranties and Covenants of Seller. Seller makes the following representations and warranties to Buyer as of the Effective Date:
(a) Each of the Seller Parties is a partnership, corporation or limited liability company duly organized, validly existing, and in good standing under the laws of its respective state of incorporation, organization or formation, is qualified to do business in the State of California and to the extent required by the nature or scope of its operations, the State of Nevada, and has the legal power and authority to own and lease its properties, to carry on its business as now being conducted and (in the case of Seller) to enter into this Agreement and (in the case of each Seller Party) each Seller Ancillary Document to which it may be party and, carry out the transactions contemplated hereby and/or thereby and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement and/or all Seller Ancillary Documents as applicable.
(b) The execution, delivery and performance by the Seller and the Seller Parties of this Agreement and all Seller Ancillary Documents, as applicable, have been duly authorized by all necessary action, and do not and will not require any consent or approval other than those which have already been obtained.
(c) The execution and delivery of this Agreement and all Seller Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the provisions of this Agreement and the Seller Ancillary Documents by the respective Seller Party, do not and will not conflict with or constitute a breach of or a default under, any of the terms, conditions or provisions of any Requirement of Law, or any organizational documents, deed of trust, mortgage, loan agreement, other evidence of indebtedness or any other material agreement or instrument to which the applicable Seller Party is a party or by which it or any of its property is bound, or result in a breach of or a default under any of the foregoing or result in or require the creation or imposition of any Lien upon any of the properties or assets of the applicable Seller Party (except for any Permitted Encumbrances or as APPROVAL DRAFT Item 4
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otherwise contemplated or permitted hereby), and each Seller Party has obtained or shall timely obtain all Permits required for the performance of its obligations hereunder and thereunder, as the case may be, and Seller or its Affiliates will timely obtain all Permits required for the operation of the Facility in accordance with Prudent Utility Practices, the requirements of this Agreement, the Seller Ancillary Documents and all applicable Requirements of Law. (d) Each of this Agreement and the Seller Ancillary Documents constitutes the legal, valid and binding obligation of the respective Seller Party which is party thereto enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(e) There is no pending, or to the knowledge of the Seller, threatened action or proceeding affecting any Seller Party before any Governmental Authority, which purports to affect the legality, validity or enforceability of this Agreement or any of the Seller Ancillary Documents. (f) None of the Seller Parties is in violation of any Requirement of Law, which violations, individually or in the aggregate, would reasonably be expected to result in a material adverse effect on the business, assets, operations, condition (financial or otherwise) or prospects of any Seller Party, or the ability of any Seller Party to perform any of its obligations under this Agreement or any Seller Ancillary Document.
(g) The respective Seller Parties have (i) not entered into this Agreement or any Seller Ancillary Document with the actual intent to hinder, delay or defraud any creditor, and (ii) received reasonably equivalent value in exchange for their respective obligations under this Agreement and/or the Seller Ancillary Documents. No petition in bankruptcy has been filed against any of the Seller Parties, and none of the Seller Parties have ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for its benefit as a debtor. (h) With respect to the Delivery Term, Seller has not assigned, transferred, conveyed, encumbered, sold, or otherwise disposed of any Facility Energy, Green Attributes, or Capacity Rights except in connection with Permitted Encumbrances or as otherwise permitted herein.
(i) As of the Effective Date, the organizational structure and ownership of Seller and each Project Company and each Upstream Equity Owner and each Downstream Equity Owner is as set forth on Schedule A.
(j) Subject to Section 8.6(c), Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that each Facility shall qualify as a Firm Clean Resource.
(k) Throughout the Delivery Term, Seller shall maintain Firm Transmission rights sufficient to deliver the Project Net Capacity to the Points of Delivery. (l) With regard to each Facility that Seller has elected to designate as Pseudo-Tie Resource, throughout the Delivery Term, Seller shall comply with all CAISO Tariff APPROVAL DRAFT Item 4
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requirements applicable to Pseudo-Tie Resources, including Appendix N to the Tariff, with respect to such Facility; and with regard to each Facility that Seller has elected to designate as Dynamically Scheduled Resource, throughout the Delivery Term, Seller shall comply with all CAISO Tariff requirements applicable to a Dynamic Resource-Specific System Resource, including Appendix M to the Tariff, with respect to such Facility.
(m) Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and orders and decrees of any courts or administrative bodies or tribunals, including, without limitation, and employment discrimination laws. (n) With respect to each Facility that is located in Nevada, the Parties agree that such Facility is not a “public work” as defined by Nevada law, and Seller shall (i) use reasonable efforts to ensure that all employees hired by Seller, and its contractors and subcontractors, that will perform new construction work or provide services at the Site related to new construction work of each Facility are paid wages not less than the rate of such wages then prevailing in the region in which each Facility is located, as determined by the Nevada Labor Commissioner in the manner provided in Nevada Revised Statutes Section 338.030 (as may be amended from time to time), and are paid wages in compliance with Nevada Revised Statutes Section 338.020 (as may be amended from time to time), despite such Facilities not constituting a public work under Nevada law (“Nevada Prevailing Wage Requirement”), or (ii) ensure that any new construction work for a Facility contracted by Seller in furtherance of this Agreement shall be conducted using a project labor agreement, community workforce agreement, work site agreement, collective bargaining agreement, or similar agreement providing for terms and conditions of employment with applicable labor organizations (“Project Labor Agreement”). To the extent any Facility that is located in Nevada may be eligible for a State of Nevada Renewable Energy Tax Abatement (“RETA”) agreement pursuant to NRS 701A.300-.390, inclusive, and NAC 701A.500- 660, inclusive (the “RETA Regulations”), in lieu of complying with the Nevada Prevailing Wage Requirement, should Seller apply for and receive a RETA agreement, Seller may instead opt to comply with the requirements of the RETA Regulations, including the requirements of having a construction workforce comprised of no less than 50% Nevada residents, paying the construction workforce no less than 175% of the statewide average annual wage (as that phrase is defined in the RETA Regulations), and providing a health insurance plan satisfying the applicable requirements of the RETA Regulations. If Seller does not execute a Project Labor Agreement for the construction of a Nevada Facility, at the time of Commercial Operation of such Facility, Seller must certify that it has either complied with the Nevada Prevailing Wage Requirement or the RETA Regulations, and upon Buyer’s request, provide US DOL Wage & Hour Division Forms WH 347 to demonstrate such compliance.
(o) With respect to each Facility that is located in California, the Parties agree that such Facility is not a “public work” as defined by California law, and Seller shall (i) use reasonable efforts to ensure that all employees hired by Seller, and its contractors and subcontractors, that will perform new construction work or provide services at the Site related to new construction work of each Facility shall be paid rates as set by the Department of Industrial Relations in accordance with California Labor Code section 1770, as may be amended from time to time (“California Prevailing Wage Requirement”), or (ii) ensure that any new construction work for a Facility contracted by Seller in furtherance of this Agreement shall be conducted using a Project Labor Agreement. If Seller does not execute a Project Labor Agreement for the APPROVAL DRAFT Item 4
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construction of a California Facility, at the time of Commercial Operation of such Facility, Seller must certify that it has complied with the California Prevailing Wage Requirement, and upon Buyer’s request, provide US DOL Wage & Hour Division Forms WH 347 to demonstrate such compliance.
(p) For purposes of Sections 12.2(n) and (o), new construction work does not include: (i) Seller inspections of incoming equipment, supplies, and materials; (ii) any engineering, design, or procurement work; (iii) any work performed by employees of an Original Equipment Manufacturer (“OEM”) on the OEM’s equipment if required by the standard warranty or guarantee for the equipment between the OEM and Seller in order to maintain the warranty or guarantee of such equipment, or as consistent with industry practice; (iv) start-up and commissioning work performed by Seller, OEM, or their contractors or subcontractors; (v) any work after Mechanical Completion of a Facility or any portion of a Facility, including operations, maintenance, and post-completion service and repair work (unless repair work is part of new construction and not repair of an OEM’s equipment), or any work performed by Seller’s employees, and with respect to the foregoing, “Mechanical Completion” shall mean the relevant portion of the Facility has been certified by the contractor(s) as mechanically complete and turned over to Seller for operation; (vi) any non-construction specialty services, including technical representatives from equipment or design suppliers, project management personnel, and all laboratory work for specialty testing or inspections and all testing or inspection; (vii) any non-construction support services contracted by Seller in connection with this Agreement; (viii) any installation of SCADA components and housing of SCADA systems, control devices, computers or servers; (ix) any off-site manufacturing, purchase, and/or handling of equipment, machinery and items produced in a genuine manufacturing facility and not in yards or lots adjacent to the gathering system; (x) any transportation and delivery of materials and equipment to a Facility, except the transportation of materials from any temporary yards or areas near a Facility or dedicated batch plant constructed solely to supply materials to the Facility construction site; and (xi) any work performed on, near, or leading to a Facility undertaken by state, county, city or local governmental bodies or their contractors, or work performed by public utilities or their contractors. (q) Seller represents and warrants that it has not and will not knowingly utilize equipment or resources for the construction, operation or maintenance of a Facility that rely on work or services exacted from any person under the threat of a penalty and for which the person has not offered himself or herself voluntarily (“Forced Labor”). Seller shall comprehensively implement due diligence procedures for its and its Affiliate’s suppliers, subcontractors and other participants in its supply chains, to comply with this prohibition on the use of Forced Labor. Seller shall notify Buyer as soon as it becomes aware of any breach, or potential breach, of its obligations under this Section 12.2(q). Consistent with the business advisory jointly issued by the U.S.

Departments of State, Treasury, Commerce and Homeland Security on July 1, 2020, equipment or resources sourced from the Xinjiang region of China are presumed to involve Forced Labor (r) Neither Seller nor its Affiliates have received notice from or been advised by any existing or potential supplier or service provider that COVID-19 has caused, or is reasonably likely to cause, a delay in the construction of any Facility or the delivery of materials necessary to complete any Facility, in each case that would cause the Minimum Capacity to achieve Commercial Operation later than the Final COD Deadline.

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Section 12.3 Covenant of Seller Related to Investments. Seller shall inform all investors in the Seller of the existence of this Agreement and all Seller Ancillary Documents on or before the date of such investment in the Seller.

Section 12.4 Covenants of Seller Related to Tax Equity Financing. Seller shall provide Buyer with at least thirty (30) days’ prior written notice of the consummation of a Tax Equity Financing, which notice shall include (i) introductory and contact information about and for any potential Tax Equity Investor, (ii) a summary of the provisions related to, and the structure surrounding, the power to control the management and policies of Seller, and any entity that is jointly-owned by any Upstream Equity Owner and such Tax Equity Investor arising in connection with the Tax Equity Financing, and (iii) a statement of the circumstances under which such provisions and structure could be modified by such Tax Equity Investor.

Section 12.5 Additional Covenants of Seller. Seller and each Seller Party shall, at its expense, take all steps, or Seller shall cause its Affiliates to take all steps, necessary to maintain all Permits, including as set forth in the Facility Specifications for the applicable Facility, required for the performance of such Seller or Seller Party’s obligations hereunder and under the Seller Ancillary Documents to which such Seller Party is a party, and for the construction of the Facility, and the operation of the Facility, in accordance with the Requirements.

ARTICLE XIII
DEFAULT; TERMINATION AND REMEDIES; PERFORMANCE DAMAGE
Section 13.1 Default. Each of the following events or circumstances shall constitute a “Default” by the responsible Party (the “Defaulting Party”):
(a) Payment Default. Failure by either Party to make any payment under this Agreement or any of the Buyer Ancillary Documents, in the case of Buyer, or Seller Ancillary Documents, in the case of Seller, when and as due which is not cured within thirty (30) calendar days after receipt of notice thereof.
(b) Performance Default. Failure by Buyer or Seller to perform any of its other duties or obligations under this Agreement or any of the Buyer Ancillary Documents, in the case of Buyer, or Seller Party Ancillary Documents, in the case of Seller, except for obligations as to which an express remedy is herein provided, when and as required that is not cured within thirty (30) days after receipt of notice thereof; provided that if such failure cannot be cured within such thirty (30) day period, despite reasonable commercial efforts and such failure is not a failure to make a payment when due, the non-performing Party shall have up to ninety (90) days to cure. (c) Breach of Representation and Warranty. Inaccuracy in any material respect at the time made or deemed to be made of any representation, warranty, certification, or other statement made herein or in any Buyer Ancillary Document, in the case of Buyer, or Seller Ancillary Documents, in the case of Seller, which representation, warranty, certification or other statement is not cured within thirty (30) days after receipt of notice thereof. (d) Buyer Bankruptcy. Bankruptcy of Buyer.
(e) Seller Bankruptcy. Bankruptcy of Seller.

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(f) Shortfall Energy Default. The failure of Seller to deliver in each of two consecutive Contract Years at least fifty percent (50%) of the Guaranteed Generation, which shall be reduced by the amount of Facility Energy that would have been generated and delivered during such Contract Year but for (i) Force Majeure, (ii) Buyer’s failure to perform (including Buyer’s failure to receive Facility Energy under Section 6.3), or (iii) curtailment pursuant to Section 7.4. (g) Performance Security Failure. The failure of Seller to maintain or replace the Performance Security in compliance with Section 5.9. (h) Buyer Financial Covenants. The failure of Buyer, following Project Participant Approval, to maintain Buyer Liability Pass Through Agreements from Project Participants with Liability Shares that total one hundred percent (100%), and such failure is not remedied within thirty (30) days after written notice thereof, or the termination or expiration of the Project Participation Share Agreement.
(i) Insurance Default. The failure of Seller or any Project Company to maintain and provide acceptable evidence of Insurance unless cured within ten (10) days. (j) Fundamental Change. Except as permitted by Section 14.7 (i) a Party makes an assignment of its rights or a delegation of its obligations under this Agreement (other than as a result of a transaction or series of transactions that does not constitute a Change in Control) or (ii) a Change in Control occurs (whether voluntary or by operation of law).

Section 13.2 Default Remedy.
(a) If Buyer is in Default for nonpayment, subject to any duty or obligation under this Agreement, Seller may continue to provide services pursuant to its obligations under this Agreement; provided that nothing in this Section 13.2(a) shall affect Seller’s rights and remedies set forth in this Section 13.2. Seller’s continued service to Buyer shall not act to relieve Buyer of any of its duties or obligations under this Agreement. (b) Notwithstanding any other provision herein, if any Default has occurred and is continuing, the affected Party may, whether or not the dispute resolution procedure set forth in Section 14.3 has been invoked or completed, bring an action in any court of competent jurisdiction as set forth in Section 14.13 seeking injunctive relief in accordance with applicable rules of civil procedure.
(c) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Buyer is the Defaulting Party, Seller may without further notice exercise any rights and remedies provided herein or otherwise available at law or in equity, including the right to terminate this Agreement pursuant to Section 13.3. No failure of Seller to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Seller of any other right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. (d) Except as expressly limited by this Agreement, if a Default has occurred and is continuing and the Seller is the Defaulting Party, Buyer may without further notice exercise any rights and remedies provided for herein or otherwise available at law or equity, including (i) APPROVAL DRAFT Item 4
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application of all amounts available under the Performance Security against any amounts then payable by Seller to Buyer under this Agreement and (ii) termination of this Agreement pursuant to Section 13.3. No failure of Buyer to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Buyer of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

Section 13.3 Termination for Default.
(a) If a Default occurs, the Party that is not the Defaulting Party (the “Non-Defaulting Party”) may, for so long as the Default is continuing and without limiting any other rights or remedies available to the Non-Defaulting Party under this Agreement, by notice (“Termination Notice”) to the Defaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, and (ii) withhold any payments due in respect of this Agreement; provided, upon the occurrence of any Default of the type described in Section 13.1(d) or Section 13.1(e), this Agreement shall automatically terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event.
(b) If an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. The Gains, Losses and Costs relating to the Facility Energy, Capacity Rights and Green Attributes that would have been required to be delivered under this Agreement had it not been terminated shall be determined by comparing the amounts Buyer would have paid therefor under this Agreement to the equivalent quantities and relevant market prices either quoted by a bona fide third party offer or which are reasonably expected by Buyer to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice adjusted to account for differences in transmission, if any. The Non-Defaulting Party shall not be required to enter into any such replacement agreement in order to determine its Gains, Losses and Costs or the Termination Payment. To ascertain the market prices of a replacement contract, the Non-Defaulting Party may consider, among other valuations, quotations from dealers in energy contracts and bona fide third party offers. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Termination Paymentshall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Termination Payment shall be zero dollars ($0). The Termination Payment shall not include consequential, incidental, punitive, exemplary, or indirect or business interruption damages.
(c) For purposes of the Non-Defaulting Party’s determination of its Gains, Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (i) Facility Energy in an amount equal the Assumed Daily Deliveries, and (ii) the Green Attributes associated therewith. The “Assumed Daily Deliveries” is an amount equal to the Guaranteed Generation for the then current Contract Year multiplied by 1.0556, divided by 365.

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(d) The Non-Defaulting Party shall notify the Defaulting Party of the Termination Payment, which notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Defaulting Party shall, within ten (10) Business Days after receipt of such notice, pay the Termination Payment to the Non-Defaulting Party, together with interest accrued at the Interest Rate from the Early Termination Date until paid. (e) If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, the calculation issue shall be submitted to informal non-binding dispute resolution as provided in Section 14.3(a). Following resolution of the dispute, the Defaulting Party shall pay the full amount of the Termination Payment (if any) determined by such resolution as and when required, but no later than thirty (30) days following the date of such resolution, together with all interest, at the Interest Rate, that accrued from the Early Termination Date until the date the Termination Payment is paid. (f) For purposes of this Agreement:
(i) “Gains” means, with respect to a Party, an amount equal to the present value of the economic benefit (exclusive of Costs), if any, resulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner;
(ii) “Losses” means, with respect to a Party, an amount equal to the present value of the economic loss (exclusive of Costs), if any, resulting from the termination of its obligations under this Agreement, determined in a commercially reasonable manner;
(iii) “Costs” means, with respect to a Party, brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace this Agreement, excluding attorneys’ fees, if any, incurred in connection with enforcing its rights under this Agreement. Each Party shall use reasonable efforts to mitigate or eliminate its Costs.
(iv) In no event shall a Party’s Gains, Losses or Costs include any penalties or similar charges imposed by the Non-Defaulting Party; provided, however, that Buyer may include in a calculation of Losses, should Seller be the Defaulting Party, any RA Penalties resulting from Seller’s Default.
(g) At the time for payment of any amount due under this Section 13.3, each Party shall pay to the other Party all additional amounts, if any, payable by it under this Agreement (including any amounts withheld pursuant to Section 13.3(a)(ii) above).

Section 13.4 Pass Through of Buyer Liability. Notwithstanding any other provision of this Agreement, if Buyer fails to make when due any payment required pursuant to this Agreement, and such failure is not remedied within thirty (30) calendar days after receipt of notice thereof, Seller may, without waiving any of its rights with respect to Buyer except as expressly provided herein, pursue remedies under any or all of the Buyer Liability Pass Through Agreements as provided therein. Seller hereby waives the right to recover directly from Buyer any Termination APPROVAL DRAFT Item 4
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Payment owed by Buyer that is not paid by Buyer pursuant to Section 13.3(d), but the foregoing waiver does not apply to any other right or remedy of Seller under this Agreement, including the right to recover payments owed by Buyer pursuant to Section 11.2, other amounts payable or reimbursable under this Agreement or any other amounts incurred or accrued prior to termination of this Agreement, and the right to terminate the Agreement as the result of a Default by Buyer.

Section 13.5 No Recourse to Members of Buyer. Buyer is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to its Joint Powers Agreement and is a public entity separate from its constituent members. Except as set forth in Section 13.4 and any Buyer Liability Pass Through Agreements issued by one or more Project Participants pursuant to Section

5.12, Buyer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement, and Seller shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Buyer’s constituent members, or the employees, directors, officers, consultants or advisors or Buyer or its constituent members, in connection with this Agreement.

ARTICLE XIV

MISCELLANEOUS
Section 14.1 Authorized Representative. Each Party shall designate an authorized representative who shall be authorized to act on its behalf with respect to those matters contained herein (each an “Authorized Representative”), which shall be the functions and responsibilities of such Authorized Representatives. Each Party may also designate an alternate who may act for the Authorized Representative. Within thirty (30) days after execution of this Agreement, each Party shall notify the other Party of the identity of its Authorized Representative, and alternate if designated, and shall promptly notify the other Party of any subsequent changes in such designation. The Authorized Representatives shall have no authority to alter, modify, or delete any of the provisions of this Agreement.

Section 14.2 Notices. With the exception of billing invoices pursuant to Section 11.2(b) hereof, all notices, requests, demands, consents, waivers and other communications which are required under this Agreement shall be (a) in writing (regardless of whether the applicable provision expressly requires a writing), (b) deemed properly sent if delivered in person or sent by facsimile transmission, reliable overnight courier, or sent by registered or certified mail, postage prepaid to the persons specified in Appendix C, and (c) deemed delivered, given and received on the date of delivery, in the case of facsimile transmission, or on the date of receipt in the case of registered or certified mail. In addition to the foregoing, the Parties may agree in writing at any time to deliver notices, requests, demands, consents, waivers and other communications through alternate methods, such as electronic mail.

Section 14.3 Dispute Resolution.
(a) In the event of any claim, controversy or dispute between the Parties arising out of or relating to or in connection with this Agreement (including any dispute concerning the validity of this Agreement or the scope and interpretation of this Section 14.3) (a “Dispute”), either Party (the “Notifying Party”) may deliver to the other Party (the “Recipient Party”) notice of the APPROVAL DRAFT Item 4
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Dispute with a detailed description of the underlying circumstances of such Dispute (a “Dispute Notice”). The Dispute Notice shall include a schedule of the availability of the Notifying Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute during the thirty (30) day period following the delivery of the Dispute Notice. (b) The Recipient Party shall within five (5) Business Days following receipt of the Dispute Notice, provide to the Notifying Party a parallel schedule of availability of the Recipient Party’s senior officers (having a title of senior vice president (or its equivalent) or higher) duly authorized to settle the Dispute. Following delivery of the respective senior officers’ schedules of availability, the senior officers of the Parties shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the Dispute to the satisfaction of each Party. (c) In the event a Dispute is not resolved pursuant to the procedures set forth in Section 14.3(a) and Section 14.3(b) by the expiration of the thirty (30) day period set forth in Section 14.3(a), then either Party may pursue any legal remedy available to it in accordance with the provisions of Section 14.13 of this Agreement.

Section 14.4 Further Assurances. Each Party agrees to execute and deliver all further instruments and documents and take all further action not inconsistent with the provisions of this Agreement that may be reasonably necessary to effectuate the purposes and intent of this Agreement.

Section 14.5 No Dedication of Facilities. Any undertaking by one Party hereto to the other Party under any provisions of this Agreement shall not constitute the dedication of the system or any portion thereof of either Party to the public or to the other Party or any other Person, and it is understood and agreed that any such undertaking by either Party shall cease upon the termination of such Party’s obligations under this Agreement.

Section 14.6 Force Majeure.
(a) A Party shall not be considered to be in default in the performance of any of its obligations under this Agreement, other than an obligation to make payment, when and to the extent such Party’s performance is prevented by a Force Majeure that, despite the exercise of due diligence, such Party is unable to prevent or mitigate, provided the Party, as soon as practicable after becoming aware of the Force Majeure, declares the Force Majeure by giving a written notice (the “Force Majeure Notice”) to the other Party and upon request by the other Party furnishes the other Party with a detailed description of the full particulars of the Force Majeure reasonably promptly (and in any event within fourteen (14) days after the request therefor), which shall include information with respect to the nature, cause and date and time of commencement of such event, and the anticipated scope and duration of the delay. The Party providing the Force Majeure Notice shall be excused from fulfilling its obligations under this Agreement until such time as the Force Majeure has ceased to prevent performance or other remedial action is taken, at which time the Party shall promptly notify the other Party of the resumption of its obligations under this Agreement. If Seller is unable to deliver, or Buyer is unable to receive, Facility Energy due to a Force Majeure, Buyer shall have no obligation to pay Seller for the Energy not delivered or received by reason thereof. It is understood by the Parties that the foregoing provisions shall not APPROVAL DRAFT Item 4
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excuse any obligations of Seller with respect to Guaranteed Generation, as provided for under Article IX, that is not achieved due to Force Majeure, provided that Seller’s requirement to provide the Guaranteed Generation shall be extended for the duration of the Force Majeure. In no event shall Buyer be obligated to compensate Seller or any other Person for any losses, expenses or liabilities that Seller or such other Person may sustain as a consequence of any Force Majeure. (b) The term “Force Majeure” means (i) curtailment or interruption of Transmission Service (subject to Section 14.6(c)), any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, civil disturbances, sabotage, blockade, expropriation, confiscation, fire, unusual or extreme adverse weather-related events or natural disasters (such as lightning, landslide, earthquake, tornado, hurricane, storm or flood), condemnation, epidemic, pandemic (including the disease designated COVID-19 or the related virus designated SARS-CoV-2 or any mutation thereof), or any order, regulation or restriction imposed by WECC or NERC or by governmental, military or lawfully established civilian authorities, or (ii) any other event of circumstance, which, in each case of clauses (i) and (ii), (A) prevents one Party from performing any of its obligations under this Agreement, (B) is not within the reasonable control of, or the result of negligence, willful misconduct, breach of contract, intentional act or omission or wrongdoing on the part of the affected Party (or any subcontractor or Affiliate of that Party, or any Person under the Control of that Party or any of its subcontractors or Affiliates, or any Person for whose acts such subcontractor or Affiliate is responsible), and (C) which by the exercise of due diligence the affected Party is unable to overcome or avoid or cause to be avoided; provided, nothing in this clause (C) shall be construed so as to require either Party to accede or agree to any provision not satisfactory to it in order to settle and terminate a strike or labor dispute in which it may be involved. Any Party rendered unable to fulfill any of its obligations by reason of a Force Majeure shall exercise due diligence to remove such inability with reasonable dispatch within a reasonable time period and mitigate the effects of the Force Majeure. The relief from performance shall be of no greater scope and of no longer duration than is required by the Force Majeure.

Without limiting the generality of the foregoing, a Force Majeure does not include any of the following (each an “Unexcused Cause”): (1) any Change in Law that shall cause the RPS to be no longer in force or effect or that, as a result of such Change in Law, Seller shall be unable to make a Facility RPS Compliant as provided in Section 8.6; (2) events arising from the failure by Seller to construct, operate or maintain a Facility in accordance with this Agreement; (3) any increase of any kind in any cost; (4) delays in or inability of a Party to obtain financing or other economic hardship of any kind; (5) Seller’s ability to sell any Energy at a price in excess of those provided in this Agreement; (6) Seller’s failure to secure or obtain interconnection of a Facility or Transmission Services to a Point of Delivery; (7) curtailment or other interruption of any Transmission Services except as otherwise expressly provided in Section 14.6(c); (8) failure of third parties to provide goods or services essential to a Party’s performance except to the extent caused by an event that otherwise constitutes Force Majeure hereunder; (9) Facility or equipment failure of any kind except to the extent caused by an event that otherwise constitutes Force Majeure hereunder; (10) any changes in the financial condition of the Buyer, any Seller Party, the Facility Lender or any subcontractor or supplier affecting the affected Party’s ability to perform its obligations under this Agreement; or (11) drought in any county in which the affected Facility is located except to the extent it is a drought that (i) begins after the Effective Date, and (ii) is materially more severe than the drought conditions that have existed during the ten (10) year period prior to the Commercial Operation Date of the Facility as determined by the National Integrated Drought Information System.

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(c) Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment or other interruption of Transmission Services for any Energy at any time unless (A) such Party has arranged for Firm Transmission to be provided for the Facility Energy in connection with such Transmission Service at the time, and (B) the curtailment or interruption is not due to the fault or negligence of the Party claiming Force Majeure; provided, that notwithstanding anything in this Section to the contrary, the existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in Section 14.6(b) has occurred. For the avoidance of doubt, Buyer may not claim Force Majeure for any curtailment, interruption or other circumstance associated with Transmission Services downstream of a Point of Delivery, unless and to the extent that such curtailment, interruption or circumstance prevents Buyer or Buyer’s Transmission Provider from receiving Facility Energy at such Point of Delivery.
(d) During the Delivery Term, if one or more events of Force Majeure (i) shall cause the aggregate capacity net of Parasitic Load of the Facilities that have achieved Commercial Operation to be reduced to a capacity of less than fifty percent (50%) of the Project Net Capacity prior to the event of Force Majeure (adjusted to reflect the difference between ambient temperatures and annual average temperature) for a period of six (6) consecutive months, or (ii) shall prevent Buyer from accepting more than fifty percent (50%) of the Project Net Capacity prior to the event of Force Majeure (adjusted to reflect the difference between ambient temperatures and annual average temperature) at the Points of Delivery for any hour that a Facility is able to generate Facility Energy for a period of six (6) consecutive months (the period of six (6) consecutive months in either (i) or (ii), the “Force Majeure Trigger Period”), the non-claiming Party shall have the right, if the claiming Party is unable to overcome the condition in clause (i) or (ii) above, as applicable, within the Force Majeure Cure Period, to terminate this Agreement upon the last day of such Force Majeure Cure Period, so long as written notice of termination is received by the other Party prior to the end of the Force Majeure Cure Period. Such termination shall automatically trigger release and return of the Delivery Term Security in accordance with Section 5.9(d). (e) If one or more events of Force Majeure shall prevent or delay Seller from causing the Project Net Capacity to be equal to or greater than ninety percent (90%) of the Minimum Capacity by the Minimum Capacity Cure Date, then Buyer shall have the right to terminate this Agreement upon the Minimum Capacity Cure Date. Such termination shall automatically trigger release and return of the Project Development Security in accordance with Section 5.9(c).

Section 14.7 Assignment of Agreement; Certain Agreements by Seller. (a) Except as set forth in this Section 14.7, neither Party may assign any of its rights, or delegate any of its obligations, under this Agreement or the Ancillary Documents without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. Any Change in Control (whether voluntary or by operation of law) shall be deemed an assignment and shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall provide Buyer with sixty (60) days’ prior written notice of any proposed Change in Control. Concurrently with any reorganization or financing transaction or transactions constituting any Change in Control in which APPROVAL DRAFT Item 4
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Seller merges or consolidates with any other Person and ceases to exist, the successor entity to Seller shall execute a written assumption agreement in favor of Buyer pursuant to which any such successor entity shall assume all of the obligations of Seller under this Agreement and the Seller Ancillary Documents to which Seller is a party and agree to be bound by all the terms and conditions of this Agreement and such Seller Ancillary Documents, as applicable. (b) Buyer may from time to time and at any time assign any or all of its rights, and delegate any or all of its obligations, under this Agreement in whole or in part without the consent of Seller to any of Buyer’s Members that has executed, or will execute contemporaneously with such assignment, an agreement to purchase the Energy delivered to Buyer under this Agreement; provided that the proposed assignee has an Investment-Grade Credit Rating and an assignment pursuant to this Section 14.7 will not impair the assignee’s credit rating. Except as set forth in this Section 14.7(b), Buyer shall not assign any of its rights, or delegate any of its obligations, under this Agreement without the prior written consent of Seller, which consent shall not be withheld, conditioned or delayed unreasonably. Any purported assignment or delegation in violation of this provision shall be null and void and of no force or effect. (c) Except as set forth in or permitted by this Section 14.7, neither Seller nor any Project Company has sold or transferred or shall sell or transfer any Facility to any Person, without the prior written consent of Buyer, which consent shall not be withheld, conditioned or delayed unreasonably. Any purported sale or transfer in violation of this Section 14.7(c) shall be null and void and of no force or effect.
(d) There are no third-party beneficiaries of this Agreement, and, except as provided in this Section 14.7, this Agreement shall not grant any rights enforceable by any Person not a party to this Agreement. Notwithstanding the foregoing, Buyer’s consent shall not be required for Seller to collaterally assign this Agreement to any Facility Lender for the sole purpose of financing or refinancing. Seller shall provide Buyer with prior written notice of any such assignment to any Facility Lender. Notwithstanding the foregoing or anything else expressed or implied herein to the contrary, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the Facility Energy, Capacity Rights or Green Attributes (not including the proceeds thereof) to any Facility Lender. (e) To facilitate Seller’s or its Affiliates’ obtaining of financing or refinancing after the date of this Agreement in connection with the construction and/or operation of one or more Facilities, which may be financed individually or in one or more Portfolios as provided in Section 14.7(f), or the performance by Seller of its obligations under this Agreement, Buyer shall provide such consents to assignment of this Agreement, any Buyer Ancillary Documents and/or any Seller Ancillary Documents, in each case not including the deed of trust, mortgage or similar arrangement referred to in Section 14.7(f), (in form and substance reasonably satisfactory to Buyer), as may be reasonably requested by Seller or any Facility Lender in connection with such financing, including the acquisition of equity for the development, construction, or operation of one or more Facilities or Seller. Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the reasonable incremental direct third-party expenses incurred by Buyer in the preparation, negotiation, execution or delivery of any documents requested by Seller or the Facility Lender, and provided by Buyer, pursuant to this Section 14.7(e).

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(f) Notwithstanding anything to the contrary in this Agreement, Seller or one of more Affiliates thereof may hereafter enter into one or more credit or other agreements with one or more Facility Lenders providing for financing or refinancing of one or more Facilities, individually or as a Portfolio, (each, a “Facility Credit Agreement”) that provides, as security for Seller’s or such Affiliates’ performance thereunder, in addition to any assignment of this Agreement (if applicable), for a Lien on and security interest in and to the Facility(ies) or the Portfolio (as applicable) under a deed of trust, mortgage or similar arrangement, but only with the consent by Buyer (which consent shall not be withheld, conditioned or delayed unreasonably) provided pursuant to an agreement by and among Buyer, Seller or Seller’s Affiliates and the Facility Lender which shall be in form and substance reasonably acceptable to Buyer and shall contain terms that are customary for such consents provided in the context of arrangements similar to those contemplated in this Agreement.

Section 14.8 Ambiguity. The Parties acknowledge that this Agreement was jointly prepared by them, by and through their respective legal counsel, and any uncertainty or ambiguity existing herein shall not be interpreted against either Party on the basis that the Party drafted the language, but otherwise shall be interpreted according to the application of the rules on interpretation of contracts.

Section 14.9 Attorney Fees & Costs. Both Parties hereto agree that in any action to enforce the terms of this Agreement that each Party shall be responsible for its own attorney fees and costs. Each of the Parties to this Agreement was represented by its respective legal counsel during the negotiation and execution of this Agreement. Notwithstanding the foregoing, to the extent Buyer incurs third party legal costs in order to facilitate any collateral assignment or pledge of this Agreement under Section 14.7 or in taking such other action or review that is at the request of Seller, Seller shall bear Buyer’s reasonable and documented third party legal costs therefor.

Section 14.10 Voluntary Execution. Both Parties hereto acknowledge that they have read and fully understand the content and effect of this Agreement and that the provisions of this Agreement have been reviewed and approved by their respective counsel. The Parties to this Agreement further acknowledge that they have executed this Agreement voluntarily, subject only to the advice of their own counsel, and do not rely on any promise, inducement, representation or warranty that is not expressly stated herein.

Section 14.11 Entire Agreement. This Agreement (including all Appendices and Exhibits) contains the entire understanding concerning the subject matter herein and supersedes and replaces any prior negotiations, discussions or agreements between the Parties, or any of them, concerning that subject matter, whether written or oral, except as expressly provided for herein.

This is a fully integrated document. Each Party acknowledges that no other party, representative or agent, has made any promise, representation or warranty, express or implied, that is not expressly contained in this Agreement that induced the other Party to sign this document. This Agreement may be amended or modified only by an instrument in writing signed by each Party.

Section 14.12 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 APPROVAL DRAFT Item 4
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litigation arising under or in connection with this agreement. [STC 17]. For avoidance of doubt, although “agreement” is not capitalized in this Section 14.12, the parties intend for “agreement” to mean this Agreement, and for “party” and “parties” to refer to the Party and Parties as set forth in the preamble to this Agreement.

Section 14.13 Venue. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Agreement shall be brought in the federal courts of the United States or the courts of the State of California sitting in San Francisco County, California. The Parties irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of California and waive any defense of forum non conveniens.

Section 14.14 Execution in Counterparts. This Agreement may be executed in counterparts and upon execution by each signatory, each executed counterpart shall have the same force and effect as an original instrument and as if all signatories had signed the same instrument.

Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon, and may be attached to another counterpart of this Agreement identical in form hereto by having attached to it one or more signature pages.

Section 14.15 Effect of Section Headings. Section headings appearing in this Agreement are inserted for convenience only and shall not be construed as interpretations of text.

Section 14.16 Waiver. The failure of either Party to this Agreement to enforce or insist upon compliance with or strict performance of any of the terms or conditions hereof, or to take advantage of any of its rights hereunder, shall not constitute a waiver or relinquishment of any such terms, conditions or rights, but the same shall be and remain at all times in full force and effect. Notwithstanding anything expressed or implied herein to the contrary, nothing contained herein shall preclude either Party from pursuing any available remedies for breaches not rising to the level of a Default, including recovery of damages caused by the breach of this Agreement and specific performance or any other remedy given under this Agreement or now or hereafter existing in law or equity or otherwise. Seller acknowledges that money damages may not be an adequate remedy for violations of this Agreement and that Buyer may, in its sole discretion, seek and obtain from a court of competent jurisdiction specific performance or injunctive or such other relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof.

Seller hereby waives any objection to specific performance or injunctive relief. The rights granted herein are cumulative.

Section 14.17 Relationship of the Parties. This Agreement shall not be interpreted to create an association, joint venture or partnership between the Parties hereto or to impose any partnership obligation or liability upon either such Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as an agent or representative of, the other Party.

Section 14.18 Third-Party Beneficiaries. This Agreement shall not be construed to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or any duty, obligation or undertaking established herein.

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Section 14.19 Damage or Destruction; Insurance; Condemnation; Limit of Liability. (a) Damage or Destruction. In the event of any damage or destruction of a Facility or any part thereof, Subject to the consent of the Facility Lender, Seller shall apply any applicable proceeds of Insurance directly related to such damage or destruction to cause the Facility or such part thereof to be diligently repaired, replaced or reconstructed by Seller so that the Facility or such part thereof shall be restored to substantially the same general condition and use as existed prior to such damage or destruction, unless a different condition or use is approved by the Buyer.
(b) Insurance. Seller shall obtain and maintain the Insurance in accordance with Appendix F.
(c) Condemnation or Other Taking. For the Agreement Term, Seller shall immediately notify Buyer of the institution of any proceeding for the condemnation or other taking of a Facility or any portion thereof. Buyer may seek to participate in any such proceeding and Seller will deliver to Buyer all instruments reasonably available to Seller that are necessary or required by Buyer to permit such participation. Subject to the consent of the Facility Lender, all awards and compensation for the taking or purchase in lieu of condemnation of a Facility or any portion thereof shall be applied toward the repair, restoration, reconstruction or replacement of the Facility.
(d) Limitation of Liability. Except to the extent included in the liquidated damages, indemnification obligations related to third party claims or other specific charges expressly provided for herein, neither Party hereunder shall be liable for special, incidental, exemplary, indirect, punitive or consequential damages arising out of a Party’s performance or non-performance under this Agreement, whether based on or claimed under contract, tort (including such Party’s own negligence) or any other theory at law or in equity.

Section 14.20 Severability. In the event any of the terms, covenants or conditions of this Agreement, or the application of any such terms, covenants or conditions, shall be held invalid, illegal or unenforceable by any court having jurisdiction, all other terms, covenants and conditions of this Agreement and their application not adversely affected thereby shall remain in force and effect, provided that the remaining valid and enforceable provisions materially retain the essence of the Parties’ original bargain.

Section 14.21 Confidentiality.
(a) Each Party agrees, and shall use reasonable efforts to cause its parent, subsidiary and Affiliates, and its and their respective directors, officers, employees and representatives, to keep confidential, except as required by law, all documents, data, drawings, studies, projections, plans and other written information that relate to economic benefits to or amounts payable by either Party under this Agreement, and, with respect to documents, that are clearly marked “Confidential” at the time a Party shares such information with the other Party or, if orally disclosed, clearly identified as “Confidential” at the time a Party shares such information with the other Party (“Confidential Information”). The provisions of this Section 14.21 shall survive and shall continue to be binding upon the Parties for period of one (1) year following the APPROVAL DRAFT Item 4
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date of termination of this Agreement. Notwithstanding the foregoing, information shall not be considered Confidential Information if such information (i) is disclosed with the prior written consent of the originating Party, (ii) was in the public domain prior to disclosure or is or becomes publicly known or available other than through the action of the receiving Party in violation of this Agreement, (iii) was lawfully in a Party’s possession or acquired by a Party outside of this Agreement, which acquisition was not known by the receiving Party to be in breach of any confidentiality obligation, or (iv) is developed independently by a Party based solely on information that is not considered confidential under this Agreement. (b) Either Party may, without violating this Section 14.21, disclose matters that are made confidential by this Agreement:
(i) to its counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, actual or prospective co-owners, investors, lenders, underwriters, contractors, suppliers, and others involved in construction, operation and financing transactions and arrangements for a Party or its subsidiaries, Affiliates, or parent; (ii) to governmental officials and parties involved in any proceeding in which either Party is seeking a permit, certificate, or other regulatory approval or order necessary or appropriate to carry out this Agreement; and (iii) to governmental officials or the public as required by any law, regulation, order, rule, order, ruling or other Requirement of Law, including oral questions, discovery requests, subpoenas, civil investigations or similar processes and laws or regulations requiring disclosure of financial information, information material to financial matters, and filing of financial reports. Each Party hereto acknowledges and agrees that information and documentation provided in connection with this Agreement may be subject to the California Records Act (Government Code Section 6250 et seq.). (c) If a Party is requested or required, pursuant to any applicable law, regulation, order, rule, order, ruling or other Requirement of Law, discovery request, subpoena, civil investigation or similar process to disclose any of the Confidential Information, such Party shall provide prompt written notice to the other Party of such request or requirement so that at such other Party’s expense, such other Party can seek a protective order or other appropriate remedy concerning such disclosure.

Section 14.22 Mobile-Sierra. Notwithstanding any provision of this Agreement, neither Party shall seek, nor shall they support any third party in seeking, to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of this Agreement proposed by a Party, a non-Party or the FERC acting sua sponte shall be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 US 332 (1956) and Federal Power Commission v.

Sierra Pacific Power Co., 350 US 348 (1956).

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Section 14.23 Service Contract and Forward Contract.
(a) The Parties intend that this Agreement will qualify as a “service contract” as such term is used in Section 7701(e) of the United States Internal Revenue Code of 1986. (b) The Parties acknowledge and agree that this Agreement constitutes a “Forward Contract” within the meaning of the United States Bankruptcy Code. [Remainder of page intentionally left blank. Signature page follows.] APPROVAL DRAFT Item 4
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IN WITNESS WHEREOF, each Party was represented by legal counsel during the negotiation and execution of this Agreement and the Parties have executed this Agreement as of the dates set forth below effective as of the Effective Date.

CALIFORNIA COMMUNITY POWER
Date: By:

Name: Tim Haines
Title: Interim General Manager

ORGP LLC
By: Ormat Nevada Inc., its managing member
Date: By:

Name: Elizabeth Helms
Title: Corporate Secretary
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APPENDIX A

PAYMENT SCHEDULE
Buyer shall compensate Seller for the Delivered Energy, Capacity Rights, and associated Green Attributes in accordance with this Appendix A.

1. Energy Delivered Prior to Commercial Operation. The purchase price for Delivered Energy that is comprised of Facility Energy from a Facility prior to the Commercial Operation Date for such Facility shall be the Contract Price per MWh; provided, in no event shall Buyer be obligated to purchase or receive Delivered Energy in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation.

2. Energy Delivered Following Commercial Operation. The purchase price for Delivered Energy that is comprised of Facility Energy from a Facility after the Commercial Operation Date for such Facility or for Replacement Energy shall be the Contract Price per MWh; provided, in no event shall Buyer be obligated to purchase or receive Delivered Energy in excess of the Maximum Generation unless Buyer shall by notice given to Seller elect to purchase any such Energy in excess of Maximum Generation.

3. Payment for Curtailed Energy during Market Curtailment Period. Buyer shall pay Seller the Contract Price per MWh for Energy that is curtailed as a result of a Market Curtailment Period, with the quantity of such curtailed Energy determined pursuant to Section 7.4.

4. Calculation of Monthly Delivered Energy Payment. For each MWh of Delivered Energy in each Settlement Period, Buyer shall pay Seller the difference of: (i) the Contract Price per MWh; minus (ii) the Day-Ahead Market LMP applicable to the Settlement Point for such Settlement Period; provided, however, that (A) if the Day-Ahead Market LMP applicable to the Settlement Point for such Settlement Period is less than the Negative LMP Strike Price, then the Day-Ahead Market LMP applicable to the Settlement Point for such Settlement Period shall be deemed to be equal to the Negative LMP Strike Price, and (B) if the result of the difference of (i) minus (ii) above results in a negative value, then Seller shall pay Buyer the absolute value of such result (which payment may be applied as a credit to Buyer on Seller’s monthly invoice). Seller, through its Scheduling Coordinator, shall receive (and, except as otherwise provided in subpart (B) above, is entitled to retain) payment for Delivered Energy from CAISO for such delivery based on the applicable Energy price, as published by CAISO. For the avoidance of doubt, Buyer is purchasing a bundled product and Seller’s receipt of payment directly via CAISO settlements is for the Parties’ mutual convenience.

5. Negative LMP Strike Price. Buyer may change the Negative LMP Strike Price by providing written notice to Seller at least five (5) Business Days prior to the effective date of such change, which notice must identify the new Negative LMP Strike Price and the effective date for the new Negative LMP Strike Price; provided, however, that the APPROVAL DRAFT Item 4
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Negative LMP Strike Price identified by Buyer must be less than or equal to zero dollars per MWh ($0/MWh).

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APPENDIX B

FORM OF FACILITY SPECIFICATIONS

1. Name of Facility:

Seller may from time to time refurbish, repower, decommission or otherwise modify power plants and related property, equipment, facilities and improvements of any Facility using Prudent Utility Practices. Each such refurbishing, repowering, decommissioning or other modification shall comply with the applicable terms and provisions of the Agreement and shall not impair Seller’s ability to carry out its obligations under the Agreement. For the avoidance of doubt, except as permitted pursuant to Section 3.9, the Guaranteed Generation and Maximum Generation will not be revised to reflect any such refurbishing, repowering, decommissioning or other modification of any Facility.

Location:

Facility Site:

Facility Interconnection Rights and Interests:

Facility Transmission Rights and Interests:

Point of Interconnection:

Primary Point of Delivery:

Pseudo-Tie Resource or a Dynamically Scheduled Resource:

2. Owner:

3. Operator: Ormat Nevada Inc., subject to
Section 4.5

4. Equipment:
(a) Type of Facility: Geothermal Electric Generation
Facility
(b) Facility Net Capacity:

5. Commercial Operation Date:

6. Facility Geothermal Resource Leases and
Rights of Way:

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GEOTHERMAL LEASES
LEASE # ISSUER HELD BY ACRES DATE ISSUED

RIGHTS OF WAY

ROW ISSUER HELD BY ACRES DATE ISSUED

7. Construction period Permits:

AGENCY PERMIT DATE RECEIVED

DRILLING PERMITS
STATE

FEDERAL

PRINCIPAL DISCRETIONARY PERMITS

FEDERAL

ENVIRONMENTAL DOCUMENTS

FEDERAL

8. Additional permits required to achieve Commercial Operation:

AGENCY PERMIT

PRINCIPAL DISCRETIONARY PERMITS

LOCAL/REGIONAL

MINISTERIAL PERMITS

LOCAL/REGIONAL
STATE
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I
I
I
I

AGENCY PERMIT

FEDERAL

ENVIRONMENTAL DOCUMENTS

FEDERAL
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APPENDIX C

BUYER AND SELLER BILLING, NOTIFICATION AND SCHEDULING CONTACT

INFORMATION

1. Authorized Representative. Correspondence pursuant to Section 14.2 shall be transmitted to the following addresses:

1.1 If to Buyer:

Tim Haines
70 Garden Court, Suite 300
Monterey, CA 93940
Telephone: 916-207-4078
Email: [email protected]
With a copy to: Brittany Iles – General Counsel
Braun Blaising Smith Wynne, P.C.
555 Capitol Mall, Suite 570
Sacramento, CA 95814
Telephone: 916-326-5812
Email: [email protected]

1.2 If to Seller:

OCGP LLC
6140 Plumas Street
Reno, NV 89519
Attn: CEO
With a copy to: OCGP LLC – Asset Manager
Telephone: 775-356-9029
Facsimile: 775-356-9039
Email: [email protected]

2. Billings and payments pursuant to Article XI and Appendix A shall be transmitted to the following addresses:

2.1 If Billing to Buyer:

Tim Haines
70 Garden Court, Suite 300
Monterey, CA 93940
Telephone: 916-207-4078
Email: [email protected]
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With a copy to: Brittany Iles – General Counsel
Braun Blaising Smith Wynne, P.C.
555 Capitol Mall, Suite 570
Sacramento, CA 95814
Telephone: 916-326-5812
Email: [email protected]

2.2 If Payment to Buyer:

2.3. If Billing to Seller:

OCGP LLC
6140 Plumas Street
Reno, NV 89519
Attn: CEO
With a copy to: OCGP LLC – Asset Manager
Telephone: 775-356-9029
Facsimile: 775-356-9039
Email: [email protected]

2.4 If Payment to Seller:

OCGP LLC
6140 Plumas Street
Reno, NV 89519
Attn: CEO
With a copy to: OCGP LLC – Asset Manager
Telephone: 775-356-9029
Facsimile: 775-356-9039
Email: [email protected]
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3. Unless otherwise specified by Buyer (for notices to Buyer) or Seller (for notices to Seller) all notices related to scheduling of the Facility shall be sent to the following address:

If to Buyer:

OCGP LLC
6140 Plumas Street
Reno, NV 89519
Attn: CEO
With a copy to: OCGP LLC – Scheduling Coordinator
Telephone: 775-398-4302
Facsimile: 775-356-9039
Email: [email protected]
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APPENDIX D

OPERATIONAL CHARACTERISTICS
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APPENDIX E
[FORM OF LETTER OF CREDIT]

IRREVOCABLE AND UNCONDITIONAL STANDBY
LETTER OF CREDIT NO. ___________
Applicant:

Beneficiary:

CALIFORNIA COMMUNITY POWER
[ADDRESS]
Telephone:

Facsimile:

Amount:

Expiry Date:

Expiration Place:

Ladies and Gentlemen:

We, [insert bank name and address] (“Issuer”), hereby issue our Irrevocable Unconditional Documentary Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor of California Community Power, a California joint powers authority (the “Beneficiary”) by order and for the account of [_____] (the ”Applicant”), pursuant to that certain Renewable Power Purchase Agreement dated as of [____], 2022 (the “Agreement”) between Applicant and Beneficiary. This Letter of Credit is available at sight for USD $XX,XXX,XXX by sight payment:
(a) upon presentation to us at our office at [bank’s address],1 of: (i) your written demand for payment containing the text of Exhibit I and (ii) your signed statement containing the text of Exhibit II; or
(b) upon both your (1) telephone, e-mail or fax advice of demand to the attention of ____________________ at telephone [______], e-mail [_______] and/or fax number _______________ and (2) presentation to us by e-mail or fax of: (i) your written demand for payment containing the text of Exhibit I and (ii) your statement containing the text of Exhibit II. Funds may be drawn under this Letter of Credit, from time to time, in one or more drawings, in amounts not exceeding in the aggregate the amount specified above. 1 Note to Issuer: The Letter of Credit must be payable in U.S. dollars within the continental U.S.

APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
Upon presentation to us in conformity with the foregoing, we will, on the next business day after such presentation (unless such presentation occurs after 3:00 p.m., Pacific Standard Time, on the day of such presentation, in which event payment will be made after the opening of business at the office specified above on the second business day), but without any other delay whatsoever, irrevocably and without reserve or condition: (a) if the office set forth above for presentation is in [______________], California, pay to your order in the account at the bank designated by you in the demand, the full amount demanded by you in the same-day funds in United States dollars which are immediately available to you, or (b) if the office set forth above for presentation is not in [______________], California, issue payment instructions to the Federal Reserve wire transfer system in proper form to transfer to the account at the bank designated by you in the demand, the full amount demanded by you in the same-day funds in United States dollars which are immediately available to you in [______________], California. We agree that if, on the expiration date of this Letter of Credit, the office specified above is (i) not open for business by virtue of an interruption of the nature described in the Uniform Customs and Practices for Documentary Credits, Article 36, this Letter of Credit will be duly honored if the specified statements are presented by you within thirty (30) days after such office is reopened for business, or (ii) not otherwise open for business, this Letter of Credit will be duly honored if the specified statements are presented by you within three (3) days after such office is reopened for business.

Payment hereunder shall be made regardless of: (a) any written or oral direction, request, notice or other communication now or hereafter received by us from the Applicant or any other person except you, including without limitation any communication regarding fraud, forgery, lack of authority or other defect not apparent on the face of the documents presented by you, but excluding solely an effective written order issued otherwise than at our instance by a court of competent jurisdiction, which order is legally binding upon us and specifically orders us not to make such payment; (b) the solvency, existence or condition, financial or other, of the Applicant or any other person or property from whom or which we may be entitled to reimbursement for such payment; and (c) without limiting clause (b) above, whether we are in receipt of or expect to receive funds or other property as reimbursement in whole or in part for such payment. We agree that we will not take any action to cause the issuance of an order described in clause (a) of the preceding sentence. We agree that the time set forth herein for payment of any demand(s) for payment is sufficient to enable us to examine such demand(s) and the related documents(s) referred to above with care so as to ascertain that on their face they appear to comply with the terms of this Letter of Credit and that if such demand(s) and document(s) on their face appear to so comply, failure to make any such payment within such time shall constitute dishonor of such demand(s) and this Letter of Credit.

This Letter of Credit shall become effective immediately and shall renew annually until terminated in accordance with the terms hereof (the “Expiration Date”).

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance. The stated amount of this Letter of Credit may be increased or decreased, by an amendment to this Letter of Credit in the form of Exhibit III.

Any such amendment shall become effective only upon acceptance by your signature on a hard copy amendment.

APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
This Letter of Credit may only be terminated upon one hundred twenty (120) days’ prior written notice from Issuer to Beneficiary by registered mail or overnight courier service that Issuer elects not to extend this Letter of Credit, in which case it will expire on the date specified in such notice.

No presentation made under this Letter of Credit after such Expiration Date will be honored.

You shall not be bound by any written or oral agreement of any type between us and the Applicant or any other person relating to this credit, whether now or hereafter existing.

We hereby engage with you that your demand(s) for payment in conformity with the terms of this credit will be duly honored as set forth above. All fees and other costs associated with the issuance of and any drawing(s) against this Letter of Credit shall be for the account of the Applicant.

Except so far as otherwise expressly stated herein, this Letter of Credit is subject to the “Uniform Customs and Practices for Documentary Credits,” International Chamber of Commerce, in effect on the date of issuance of this credit.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available.

All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: California Community Power, [Address]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.

Yours faithfully,
(name of issuing bank)
By
Title
APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement

EXHIBIT I
Demand for Payment
Re: Irrevocable and Unconditional Standby Letter of Credit No. ________________ Dated ___________, 20__
To Whom It May Concern:

Demand is hereby made upon you for payment to us of $___________ by deposit to our account no. __________ at [insert name of bank]. This demand is made under, and is subject to and governed by, your Irrevocable and Unconditional Standby Letter of Credit no. __________ dated __________, 20__ in the amount of $__________ established by you in our favor for the account of ____________________ as the Applicant.

DATED: ____________________, 20__.

CALIFORNIA COMMUNITY POWER
By
Title
APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement

EXHIBIT II
Statement
Re: Your Irrevocable and Unconditional Standby Letter of Credit No. _____________ Dated ________, 20________
To Whom It May Concern:

Reference is made to your Irrevocable and Unconditional Standby Letter of Credit no. __________, dated __________, 20____ in the amount of $_____________________ established by you in our favor for the account of ________________________.

We hereby certify to you that $________________ is due and owing to us and unpaid under that certain [Describe Agreement].

DATED: ______________, 20__.

CALIFORNIA COMMUNITY POWER
By
Title
APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement

EXHIBIT III
Amendment
Re: Irrevocable and Unconditional Standby Letter of Credit No. ________________ Dated ________________, 20__
Beneficiary:

CALIFORNIA COMMUNITY POWER
[ADDRESS]
Applicant:

To Whom It May Concern:

The above referenced Irrevocable and Unconditional Standby Letter of Credit is hereby amended as follows: by increasing / decreasing / leaving unchanged (strike two) the stated amount by $ _______________ to a new stated amount of $ __________________. All other terms and conditions of the Letter of Credit remain unchanged.

This amendment is effective only when accepted by CALIFORNIA COMMUNITY POWER, which acceptance may only be valid by a signature of an authorized representative.

Dated: _______________________
Yours faithfully,
(name of issuing bank)
By
Title

ACCEPTED

CALIFORNIA COMMUNITY POWER
By
Title
Date
APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement

APPENDIX F
[INSURANCE]
I. GENERAL REQUIREMENTS
Prior to the start of work, but not later than thirty (30) days after the date of award of contract, Seller shall furnish Buyer evidence of coverage from insurers rated A VIII or higher by AM Best (for clauses II A - D below) and A- X (for clauses II F-G below) and in a form acceptable to the Risk Management Section of the project manager for Buyer for this purpose. Such insurance shall be maintained by Seller at Seller’s sole cost and expense.

Such insurance shall not limit or qualify the liabilities and obligations of Seller assumed under this Agreement. Buyer shall not by reason of its inclusion under these policies incur liability to the insurance carrier for payment of premium for these policies.

Any insurance carried by Buyer which may be applicable shall be deemed to be excess insurance and Seller’s insurance is primary for all purposes despite any conflicting provision in Seller’s policies to the contrary.

Said evidence of insurance shall contain a provision that the policy cannot be canceled or reduced in coverage or amount without first giving thirty (30) days prior notice thereof (ten (10) days for non-payment of premium) by registered mail to [INSERT BUYER CONTACT].

Should any portion of the required insurance be on a “Claims Made” policy, Seller shall, at the policy expiration date following completion of work, provide evidence that the “Claims Made” policy has been renewed or replaced with the same limits, terms and conditions of the expiring policy, or that an extended discovery period has been purchased on the expiring policy at least for the contract under which the work was performed.

Seller shall be responsible for all subcontractors’ compliance with the insurance requirements.

II. SPECIFIC COVERAGES REQUIRED
A. Commercial Automobile Liability
Seller shall provide Commercial Automobile Liability insurance which shall include coverages for liability arising out of the use of owned, non-owned, and hired vehicles for performance of the work as required to be licensed under the California or any other applicable state vehicle code. The Commercial Automobile Liability insurance shall have not less than $1,000,000.00 combined single limit per occurrence and shall apply to all operations of Seller.

The Commercial Automobile Liability policy shall include Buyer, its Board of Directors, its members, and their officers, agents, and employees while acting within the scope of APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
their employment, as additional insureds with Seller (but only to the extent of Seller’s insurable indemnity obligations under this Agreement), and shall insure against liability for death, bodily injury, or property damage resulting from the performance of this Agreement.

B. Commercial General Liability
Seller shall provide Commercial General Liability insurance with Contractual Liability, Independent Contractors, Broad Form Property Damage, Premises and Operations, Products and Completed Operations, fire Legal Liability and Personal Injury coverages included. Such insurance shall provide coverage for total limits actually arranged by Seller, but not less than $10,000,000.00 combined single limit per occurrence. Should the policy have an aggregate limit, such aggregate limits should not be less than double the Combined Single Limit. Umbrella or Excess Liability coverages may be used to supplement primary coverages to meet the required limits. Evidence of such coverage shall provide for the following:

1. Include Buyer and its officers, agents, and employees as additional insureds with the Named Insured for the activities and operations under this Agreement (but only to the extent of Seller’s insurable indemnity obligations under this Agreement).

2. Severability-of-Interest or Cross-Liability Clause such as: “The policy to which this endorsement is attached shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the company’s liability.”

3. A description of the coverages included under the policy.

C. Excess Liability
Seller may use an Umbrella or Excess Liability Coverage to meet coverage limits specified in this Agreement. Seller shall require the carrier for Excess Liability to properly schedule and to identify the underlying policies as provided for Buyer on the Buyer additional insured endorsement form, or on an endorsement to the policy acceptable to Buyer’s risk management agent. Such policy shall include, as appropriate, coverage for Commercial General Liability, Commercial Automobile Liability, Employer’s Liability, or other applicable insurance coverages.

D. Workers’ Compensation/Employer’s Liability Insurance Seller shall provide Workers’ Compensation insurance covering all of Seller’s employees in accordance with the laws of any state in which the work is to be performed and including Employer’s Liability insurance and a Waiver of Subrogation in favor of Buyer. The limit for Employer’s Liability coverage shall be not less than $1,000,000.00 each accident and shall be a separate policy if not included with Workers’ Compensation coverage. Evidence of such insurance shall be in the form of a Buyer Special Endorsement of insurance or on an endorsement to the policy acceptable to Buyer’s risk management agent. Workers’ APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement
Compensation/Employer’s Liability exposure may be self-insured provided that Buyer is furnished with a copy of the certificate issued by the state authorizing Seller to self-insure.

Seller shall notify Buyer’s Risk Management Section by receipted delivery as soon as possible of the state withdrawing authority to self-insure.

F. Property All Risk Insurance
Seller shall procure and maintain an All Risk Physical Damage policy to insure the full replacement value of the property located at Facility as described in this Agreement. The policy shall include coverage for expediting expense, extra expense, Business Interruption, ensuing loss from faulty workmanship, faulty materials, or faulty design.

APPROVAL DRAFT Item 4
Attachment 1
CC Power/Ormat Power Purchase Agreement

APPENDIX G
[FORM OF GUARANTEE]
This GUARANTEE (this “Guarantee”), dated as of [__________] (the “Effective Date”), is issued by [__________], a corporation organized and existing under the laws of Delaware (“Guarantor”) in favor of California Community Power, a California joint powers authority (“Company”).

Pursuant to that certain Geothermal Portfolio Power Purchase Agreement, dated as of [__________] (as the same may be amended, modified or supplemented from time to time, the “Agreement”), by and between Company and [__________], a limited liability company organized and existing under the laws of Delaware, of which Guarantor is the [indirect] parent (“Subsidiary”), and pursuant to which Guarantor will indirectly benefit from the terms and conditions thereof, and the performance by Subsidiary of its obligations thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants, undertakes and agrees with Company as follows:

SECTION 1. DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Agreement.

SECTION 2. GUARANTEE.
(a) Guarantee. Guarantor hereby irrevocably and unconditionally guarantees to and for the benefit of Company, the full and prompt payment when due of all obligations owing by Subsidiary to Company arising pursuant to the Agreement on or after the Effective Date up to the limitations set forth in the Agreement (the “Guaranteed Obligations”). The Guaranteed Obligations shall further include, without limitation, all reasonable costs and expenses (including reasonable attorneys’ fees), if any, incurred in successfully enforcing Company’s rights under this Guarantee. (b) Nature of Guarantee. The Guarantee and the obligations of Guarantor hereunder shall continue to be effective or be automatically reinstated, as the case may be, even if at any time payment of any of the Guaranteed Obligations is rendered unenforceable or is rescinded or must otherwise be returned by Company upon the occurrence of any action or event including, without limitation, the bankruptcy, reorganization, winding-up, liquidation, dissolution or insolvency of the Subsidiary, Guarantor, any other Person or otherwise, all as though the payment had not been made.
(c) Absolute Guarantee. Guarantor agrees that its obligations under this Guarantee are irrevocable, absolute, independent, unconditional and continuing and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting APPROVAL DRAFT Item 4
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CC Power/Ormat Power Purchase Agreement
the generality thereof, Guarantor agrees, subject to the other terms and conditions hereof, as follows:
(i) this Guarantee is a guarantee of payment when due and not of collectability; (ii) Company may from time to time in accordance with the terms of the Agreement, without notice or demand and without affecting the validity or enforceability of this Guarantee or giving rise to any limitation, impairment or discharge of Guarantor’s liability hereunder, (A) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment or performance of the same to the payment or performance of any other obligations, (B) request and accept other guaranties of or security for the Guaranteed Obligations and take and hold security for the payment or performance of this Guarantee or the Guaranteed Obligations, (C) release, exchange, compromise, subordinate or modify, with or without consideration, any security for payment or performance of the Guaranteed Obligations, any other guarantees of the Guaranteed Obligations, or any other obligation of any person with respect to the Guaranteed Obligations, (D) enforce and apply any security now or hereafter held by or for the benefit of Company in respect of this Guarantee or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that Company may have against any such security, as Company in its discretion may determine consistent with the Agreement and any applicable security agreement, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or any other right or remedy of Guarantor against Subsidiary or any other guarantor of the Guaranteed Obligations or any other guarantee of or security for the Guaranteed Obligations, and (E) exercise any other rights available to Company under the Agreement, at law or in equity; and (iii) this Guarantee and the obligations of Guarantor hereundershall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guaranteed Obligations and otherwise as set forth in this Guarantee), including, without limitation, the occurrence of any of the following, whether or not Guarantor shall have had notice or knowledge of any of them: (A) any failure to assert or enforce, or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, or the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guarantee of or security for the payment or performance of the Guaranteed Obligations; (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Agreement or any agreement or instrument executed pursuant thereto or of any other guarantee or security for the Guaranteed Obligations; (C) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (D) the personal or corporate incapacity of any person; (E) any change in the financial condition, or the bankruptcy, administration, receivership or insolvency of Subsidiary or any other person, or any rejection, release, stay or discharge of Subsidiary’s or any other person’s obligations in connection with any bankruptcy, administration, receivership or similar proceeding or otherwise or any disallowance of all or any portion of any claim by Company, its successors or permitted assigns in connection with any such proceeding; (F) any change in the corporate existence of, or cessation of existence of, Guarantor or the Subsidiary APPROVAL DRAFT Item 4
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CC Power/Ormat Power Purchase Agreement
(whether by way of merger, amalgamation, transfer, sale, lease or otherwise); (G) the failure to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, any person; (H) any substitution, modification, exchange, release, settlement or compromise of any security or collateral for or guaranty of any of the Guaranteed Obligations or failure to apply such security or collateral or failure to enforce such guaranty; (I) the existence of any claim, set-off, or other rights which Guarantor or any affiliate thereof may have at any time against Company or any affiliate thereof in connection with any matter unrelated to the Agreement; and (J) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed Obligations. (d) Currency. All payments made by Guarantor hereunder shall be made in U.S. dollars in immediately available funds.
(e) Defenses. Notwithstanding anything herein to the contrary, Guarantor specifically reserves to itself all rights, counterclaims and other defenses that the Subsidiary is or may be entitled to arising from or out of the Agreement, except for any defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of the Subsidiary, or the lack of power or authority of the Subsidiary to enter into the Agreement and to perform its obligations thereunder, or the lack of validity or enforceability of the Subsidiary’s obligations under the Agreement or any transaction thereunder; provided, however, that under no circumstances shall Guarantor’s liability under this Guarantee exceed Subsidiary’s liability under the Agreement.

SECTION 3. OTHER PROVISIONS OF THE GUARANTEE.
(a) Demands and Payment.
(i) If Subsidiary fails to pay any Guaranteed Obligations when such Guaranteed Obligation is due and owing under the Agreement (an “Overdue Obligation”), Company may present a written demand to Guarantor calling for Guarantor’s payment of such Overdue Obligation pursuant to this Guarantee (a “Payment Demand”).
(ii) Guarantor’s obligation hereunder to pay any particular Overdue Obligation(s) to Company is conditioned upon Guarantor’s receipt of a Payment Demand from Company satisfying the following requirements: (1) such Payment Demand must identify the specific Overdue Obligation(s) covered by such demand, the specific date(s) upon which such Overdue Obligation(s) became due and owing under the Agreement, and the specific provision(s) of the Agreement pursuant to which such Overdue Obligation(s) became due and owing; (2) such Payment Demand must be delivered to Guarantor in accordance with Section 5 below; and (3) the specific Overdue Obligation(s) addressed by such Payment Demand must remain due and unpaid at the time of such delivery to Guarantor.
(iii) After issuing a Payment Demand in accordance with the requirements specified in Section 3(b) above, Company shall not be required to issue any further notices or make any further demands with respect to the Overdue Obligation(s) specified in that Payment Demand, and, subject to Section 2(e) above, Guarantor shall be required to make payment with respect to the Overdue Obligation(s) specified in that Payment Demand within twenty (20) Business Days after Guarantor receives such demand.

APPROVAL DRAFT Item 4
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CC Power/Ormat Power Purchase Agreement
(b) Waivers by Guarantor. Guarantor hereby waives for the benefit of Company, to the maximum extent permitted by Applicable Law:
(i) notice of acceptance hereof;
(ii) notice of any action taken or omitted to be taken by Company in reliance hereon;
(iii) any right to require Company, as a condition of payment by Guarantor, to (A) proceed against or exhaust its remedies against Subsidiary or any person, including any other guarantor of the Guaranteed Obligations, or (B) proceed against or exhaust any security held from Subsidiary or any person, including any other guarantor of the Guaranteed Obligations; (iv) subject to Clause 2(e), any defense arising by reason of the incapacity, lack of authority or any disability of Subsidiary including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Subsidiary from any cause other than payment in full of the Guaranteed Obligations or termination of this Guarantee in accordance with its terms; and
(v) any requirement that Company protect, secure, perfect or insure any security interest or lien or any property subject thereto. (c) Deferral of Subrogation. Until such time as the Guaranteed Obligations have been paid or performed in full, notwithstanding any payment made by Guarantor hereunder or the receipt of any amounts by Company with respect to the Guaranteed Obligations, (i) Guarantor (on behalf of itself, its successors and assigns, including any surety) hereby expressly agrees not to exercise any right, nor assert the impairment of such rights, it may have to be subrogated to any of the rights of Company against Subsidiary or against any other collateral security held by Company for the payment or performance of the Guaranteed Obligations, (ii) Guarantor agrees that it will not seek any reimbursement from Company in respect of payments or performance made by Guarantor in connection with the Guaranteed Obligations, or amounts realized by Company in connection with the Guaranteed Obligations and (iii) Guarantor shall not claim or prove in a liquidation or other insolvency proceeding of the Subsidiary in competition with the Company. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full or otherwise fully satisfied, such amount shall be held in trust by Guarantor for the benefit of Company and shall forthwith be paid to Company, to be credited and applied to the Guaranteed Obligations.

Silicon Valley Clean Energy Board of DirectorsJune 8, 2022

Silicon Valley Clean Energy Board of Directors
June 8, 2022