Agenda packet — Silicon Valley Clean Energy Board of Directors, May 10, 2023 (part 2 of 2)

Staff Report – Item 1i
Item 1i: Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Tina Walia, Executive Committee Chair
Date: 5/10/2023
The Executive Committee met April 28, 2023 and received an update on the Budget Trailer Bill and AB 1373, received a recommendation from staff to authorize a request for an extension to comply with Load Management Standards, heard information on the Enterprise Risk Management framework, received information on the results of a stress test analyses, and received a programs snapshot presentation on expanding charging incentives to new affordable housing.

Bena Chang, Senior Government Affairs Manager, presented information on the Governor’s Budget Trailer Bill/AB 1373. Key provisions identified for both proposals were 1) Central Procurement, 2) Expanded CPUC Authority, and 3) Capacity Payments. Senior Government Affairs Manager Chang noted staff is working closely with CalCCA on developing both strategy and policy in response to the two proposals.

Adam Selvin, Director of Energy Services and Community Relations, and Citlalli Sandoval, Senior Regulatory Advisor, presented a request for the Executive Committee to recommend the SVCE Board of Directors authorize a request for an extension to comply with Load Management Standards (LMS). Staff explained revisions to LMS were driven by CEC’s conclusion that demand programs, while effective at reducing power use, do not encourage use to shift to nonpeak hours, and that revisions require all large IOUs, CCAs and POUs to populate a newly created California-wide online database (Market Informed Demand Automation Server, or MIDAS) with time-dependent rates by July 1, 2023. Staff noted the discussion was administrative and typically would not be brought to the Board of Directors, however CalCCA recommends requesting Board approval to seek an extension for LMS deliverables given staff does not believe that the 7/1/23 requirements can be met.

The Executive Committee voted to support the staff’s recommendation, and supported including the request on the Consent Calendar for the May Board meeting.

CFO and Director of Administrative Services Amrit Singh presented two items: 1) Enterprise Risk Management (ERM) framework, and 2) Stress Test Analyses. CFO Singh presented the Enterprise Risk Management framework, timeline, a review of last year’s stress tests, and the distinction between ERM and the stress test.

For the stress test analyses presentation, CFO Singh provided the description of the 2023 stress test scenarios, an overview of modeled price collapse, results and implied reserve targets, and requested discussion on if the reserve target threshold should be removed and if no action should be required once the target is reached. Committee members provided feedback that keeping a target was preferred, and staff noted the feedback would be incorporated into planning for the FY 2023- 2024 budget.

Lastly, Hannah Gustafson, Senior Programs Specialist, presented an informational item on a programs snapshot highlighting expanding charging incentives to new affordable housing.

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, April 28, 2023
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Agenda Item: 1i Agenda Date: 5/10/2023

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The next meeting of the Executive Committee is scheduled for May 26, 2023 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

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Staff Report – Item 1j
Item 1j: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Girish Balachandran, CEO
Date: 5/10/2023
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 regular board meeting on Wednesday, April 19, 2023.

Attached is a summary report from General Manager Alex Morris; materials from the April board meeting can be found here on the CC Power website: CC Power Meeting, 4/19/23 The next meeting of the board will be May 17, 2023 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/
ATTACHMENTS:

1. CA Community Power Board Meeting Summary from General Manager Alex Morris, April 19, 2023 Item 1j
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California Community Power
901 H St, Ste 120 PMB 157, Sacramento, CA 95814 | 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 and Alternates DATE: 4/19/2023 FROM: Alex Morris – General Manager
SUBJECT: Report on CC Power Regular Board of Directors Meeting – April 19, 2023 The CC Power Board of Directors held its regularly scheduled meeting on Wednesday, April 19, 2023, 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 approved the following items:
o Minutes of the Regular Board Meeting held on March 15, 2023. • Discussion of Offshore Wind Development – The Board was updated regarding the scope, schedule, goals, and structure for the Request for Information (RFI) on Offshore Wind. The RFI was directed by the Board in February, 2023. The RFI will collect information on expected or potential projects, barriers, challenges and other related matters that may inform offshore wind development and related potential CC power actions. The board took no action.
• Approval of 2023-2024 Fiscal Year Budget – The Board adopted a budget for Fiscal Year 2023-2024. The budget reflects a workplan that follows from the Board-approved Strategic Plan (Dec, 2022), and will further enable the achievement of CC Power’s vision and mission. • Other items
o The May 17, 2023 CC Power Board Meeting will be cancelled, and the next meeting will occur on June 21, 2023.

Item 1j
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Staff Report – Item 1k
Item 1k: Additional Committee Reports
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 5/10/2023
There are no reports for the 1) Finance and Administration Committee, 2) Audit Committee, and 3) Legislative Response to Industry Transition 2023 Ad Hoc Committee as they have not met since the last report.

The next meeting of the Finance and Administration Committee will be Friday, May 12, 2023 at noon; meeting dates for the Audit Committee and Legislative Response to Industry Transition 2023 Ad Hoc Committee will be scheduled based on member availability.

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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: 5/10/2023
REPORT
Staff Updates
Jesse Park joined SVCE April 17, 2023 as Power Data Analyst working on a range of projects including data analysis, CAISO market analysis, and administering complex settlements and billing processes. Jesse comes to SVCE after spending time at Shell, Constellation and Energy Data Management Systems working on a range of commodity market activities including operations, origination, scheduling, and settlements. He has an MBA and a BA in Quantitative Economics with Minors in Behavioral Psychology and Third World Studies.

Eric Scheier joined SVCE April 24, 2023 as Senior Power Analyst working on Resource Valuation, Portfolio Modeling, and 24/7-hourly match modeling. Eric comes to SVCE after spending time at DOE's Solar Energy Innovators Program, Enel, and as an independent consultant where he worked on a variety of things such as distributed energy resource adoption, wholesale energy market analysis, and resource valuation. He has a Master of Science in Ecology from UNC and a Bachelor of Science in Environmental Science and Economics.

Personnel Officer Update
SVCE hosted a successful quarterly retreat on April 13th and 14th, focused on level-setting and shared-visioning around supply-demand matching (aka VPP - virtual power plants). Staff heard from various departments about the past and present of VPP, then spent an afternoon developing ideas and proposals for innovative offerings to customers. In terms of staffing, two new staff will be introduced this evening, with another joining the Finance and Administration team in late May. This leaves four remaining vacancies in various stages of recruitment. Staff is beginning its annual review of salaries and benefits and will present more in the coming months as part of the annual budget process.

CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) Santa Clara County Fire District, Amendment: Community Resilience Program – Capital Projects Agreement
2) City of Los Altos, Agreement: Decarbonization Grant Program Agreement, not to exceed $200,684, expires 12/31/24
3) Keyes & Fox, Amendment: Legislative Support & Legal Representation, expires 12/31/23 4) Pisenti & Brinker, Amendment: Financial Audit Services, not to exceed $180,450, expires 9/30/27, approval provided at the 4/12/23 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 MCE 3/28/2023 Sale Resource Adequacy 6/1/2023 6/30/2023 $141,000 Elk Hills Power 4/10/2023 Purchase Resource Adequacy 5/1/2023 10/31/2023 $23,100,000 3CE 4/7/2023 Sale Resource Adequacy 6/1/2023 6/30/2023 $684,750 3CE 4/7/2023 Purchase Resource Adequacy 6/1/2023 6/30/2023 $660,000 BETM 4/7/2023 Amendment Resource Adequacy 6/1/2023 6/30/2023 $0.00 MSCG 4/4/2023 Purchase RPS PCC-1 4/4/2023 12/31/2023 $1,350,000 These agreements are included in the Board packet as Appendix A.

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Presentations & Relevant Meetings Attended by CEO
- Participated in CalCCA Monthly board, executive, and legislative meetings; - CC Power Board Meeting, April 19, 2023 (attendance by CFO Amrit Singh), report included on the Consent Calendar
- CCCFA Meeting, April 27, 2023 (attendance by Zak Liske) - California Clean Energy Procurement Summit, 5/3 & 5/4, Panelist: CCAs and Clean Energy Procurement:

Plans, Needs, Challenges, Perspectives

ATTACHMENTS

1. Clean Power Update, May 2023

2. Decarb Programs & Policy Update, May 2023

3. Energy Services & Community Relations Update, May 2023

4. Regulatory and Legislative Update, May 2023

5. Agenda Look Ahead, May – September 2023
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• Subtitle
New SV Clean Energy
PowerPoint Template
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Attachment 1
Clean Power Update, May 2023

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CEO Report
Clean Power Update
SVCE Board Meeting
May 10, 2023
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Attachment 1
Clean Power Update, May 2023
1 Clean Long-term Power Agreements

GEOTHERMAL

SOLAR POWER STORAGE

SOLAR POWER

WIND GENERATION

LONG DURATION STORAGE
$2B+ in commitments
16 PPAs signed
13 new build projects
676 MW of Renewable Power
151 MW lithium-ion storage paired with
445 MW of Solar PV
30 MW of Long-duration storage
6 Projects now delivering to SVCE
meeting ^29% of energy needs:

COSO geothermal - January 2022
Slate Solar + Storage - January 2022
Casa Diablo geothermal-September 2022
Mountain View wind - July 2022
Rabbitbrush Solar + Storage -October 2022
Terra-Gen Wind - January 2023
2 https://svcleanenergy.org/power-sources/#1626304852954-906a3be9-bed’e Seller Project Name Technology Generation MW
Storage
MW
Approximate %
of Annual load
in 2025 Term (years)
Lifetime Not
to Exceed
Authority
(MM$)
SVCE
Board
Approval Status
1 MN8 Slate Solar + Storage 93.0 46.5 6.7% 17 $198 Oct-18 Online 2 Ormat Casa Diablo Geothermal 7.0 1.4% 10 $43 Feb-20 Online 3 Atlantica Coso Geothermal 43.8 9.6% 15 $331 Mar-20 Online 4 Leeward Rabbitbrush Solar + Storage 40.0 8 3.0% 15 $64 Apr-20 Online 5 NextEra Yellow Pine Solar + Storage 50.0 26 4.1% 20 $128 May-20 Construction 6 Avantus Aratina Solar + Storage 80.0 20 6.6% 20 $174 Jun-20 Pre-construction 7 174 Power Global Atlas Solar 50.0 0 3.8% 10 $27 Jan-21 Pre-construction 8 SB Energy Angela Solar + Storage 20.0 10 1.4% 15 $35 Mar-21 Pre-construction 9 AES Mountain View Wind 33.3 3% 20 $128 Apr-21 Online
10 Origis San Luis West Solar + Storage 62.5 15.625 4% 15 $74 Apr-21 Pre-construction 11 Clearway Victory Pass Solar + Storage 100.0 25 8% 15 $149 May-21 Construction 12 Terra-Gen Cameron Crest Wind 77.7 5% 15 $150 May-21 Online 13 Rev Renewables Tumbleweed Long Duration Storage 15.9375 n/a 15 $100 Feb-22 Pre-construction 14 Onward Goal Line Long Duration Storage 14.2 n/a 15 $100 Mar-22 Pre-construction 15 Ormat Geothermal Portfolio Geothermal 16.75 3.3% 20 $256 Jun-22 Pre-construction 16 OME Fish Lake Geothermal 1.82 0.4% 20 $30 Jun-22 In-development Item 2
Attachment 1
Clean Power Update, May 2023
O SVCE Long-Term Clean Energy Contracts
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Attachment 1
Clean Power Update, May 2023
Clean Energy Resources On-line Progress
as of 4/27/2023
2023 -Q2 Angela Solar + Storage - Pre-construction - delayed Aratina Solar + Storage -Pre-construction - delayed
2023 -Q3 Yellow Pine Solar + Storage - Construction mode -project has started commissioning and CAISO testing
2023 -Q4 San Luis West Solar + Storage - Pre-construction - delayed 2024 - Q1 Victory Pass Solar + Storage -Construction mode - delayed 2024 FCR: Fish Lake Geothermal-Pre-construction -Q2
2025+ FCR: Ormat Geothermal - Pre-construction
LDS: Goal Line and Tumbleweed - Pre-construction
Atlas Solar -Pre-construction - delayed
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Attachment 1
Clean Power Update, May 2023
Upcoming Projects
COD in March 2024
Yellow Pine: 50 MW PV, 26 MW BESS
COD in June/July 2023
Victory Pass: 100 MW PV, 25 MW
BESS
Yellow Pine Solar + Storage
5 Item 2
Attachment 1
Clean Power Update, May 2023
Permit Simplification Effort
Resilience at Community Facilities
FutureFit Homes & Buildings
Regional Coordination
Click for More Information Active In Development Complete C&I Clean Power Offerings
Electric Showcase Awards
FutureFit Heat Pump Water Heater
FutureFit Fundamentals
Accessible Financing
Existing Building Policy Experimentation
Feasibility Assessment - Natural Gas Phase Out By 2045
CA Electric Vehicle Infrastructure Project (CALeVIP)
Priority Zone DCFC
Future Fit Assist
Fleet Electrification Program
SV Transportation Electrification Clearinghouse (SVTEC) Other Virtual Power Plant
Customer Resource Center (eHub)
Innovation Onramp Pilots

DECARBONIZATION PROGRAMS
POWER
SUPPLY
GRID

INTEGRATION

EDUCATION &

OUTREACH
BUILT

ENVIRONMENT

MOBILITY

INNOVATION
Reach Codes
CRCR Bill Relief
Lights On Silicon Valley
GridShift EV Charging
Data Hive
Medical Baseline Battery Program
Building Decarbonization Demonstration Grants
Decarbonization Engagement Grants
SV Building Electrification Clearinghouse (SVBEC)
Multifamily EV Charging Installation Incentive Program

AT A GLANCE
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Attachment 2
DPP Update, May 2023
Updates to our Multifamily EV Charging Installation
Incentive Program
New SVCE incentives are now available to fund the incremental EV charging costs associated with new EV codes for new construction affordable housing. Additionally, existing multifamily buildings seeking to install EV charging can now access higher incentives aimed to address rising material and labor costs. Since this program launched last June, we have seen high interest and approved hundreds of projects.

You can learn more about these incentives and apply here.

Spring is finally here, and with it comes time to start thinking about your yard care routine. If you are tired of dealing with gas fumes and loud machinery, perhaps it’s time to upgrade your yard care equipment and go electric. Right now, Silicon Valley Clean Energy (SVCE) customers can get $50 off electric lawn mowers and leaf blowers through the Appliances Assistant.

When you upgrade your traditional gas-powered yard care equipment to electric, you are choosing the cleaner, more efficient solution. Upgrade your yard care routine and experience the many benefits of electric yard care for yourself at
https://svcleanenergy.org/electric-home/#electric-yard-care.

Upgrade Your Yard Care Routine and Get $50 Off

DECARBONIZATION PROGRAMS UPDATE

APRIL HIGHLIGHTS
Item 2
Attachment 2
DPP Update, May 2023
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10/22 11/22 12/22 1/23 2/23
400
300
200
100
0 Rebates claimed*: $1.06M
Rebates reserved: $392.5K
ONGOING METRICS Q1 2023
Future Fit Homes
Provide incentives to residents for electric heat
pump water heaters (HPWH), heat pump HVAC
systems, service panel upgrades, and pre-wiring
upgrades to replace gas appliances
Future Fit Assist
Assistance in site assessment, preliminary
design, and applying to rebates for charging at
multifamily housing and small and medium
workplace properties.

Cumulative Applications
Total $Funds Reserved (in thousands)
0 10 20 30 40
Commercial business
Government
Multifamily
School/Nonprofit
Charging Installation
Incentive Program
Incentive program for L1 and L2 EV
charging infrastructure at multifamily
properties
*Under old program FY20** -2022
Funds Reserved: $707K
Approved Reservations: 17
Dec Jan Feb
0 10 20 30 40
HPWH

HP HVAC
Panel Upgrades
Pre-wiring
Meter Removals
Number of Reservations
K
K
K
K
Goal: 35 Sites, 150 ports
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Attachment 2
DPP Update, May 2023
CALeVIP
Level 2 DCFC
500,000
000,000
500,000
0 1 /21
12/21
1/2
2/23/24/25/26/2
7/28/29/2
10/23/23
200
150
100
50 0

ONGOING METRICS
Provide incentives for electric vehicle (EV) chargers
as part of a regional program
= 25 Level 2 Installations
150 Participants Complete
the Course (Phase 1)
Goal:

Funding: $1.5M
Completions
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
Reserved Waitlisted
Funds Issued
(To be released
in future years)
$3.44M $5.02M
$1.5M
$891K $420K
72 $6M
$4M
$2M
Being Processed
$1.25M
$560K
Q1 2023
Registrations
156
Item 2
Attachment 2
DPP Update, May 2023
*
mm mt tm mt
^e
>J'J>¥¥¥>¥¥¥¥¥¥¥¥¥*¥¥¥
1 1. Outreach Events & Sponsorships
Date Sponsorship Location
5/6/2023 Morgan Hill Senior Resource Fair
10:00 a.m. – 1 p.m.

Tabling
Morgan Hill Community and Cultural Center
17000 Monterey Road
Morgan Hill, CA 95037
5/27/2023 Morgan Hill Mushroom Festival
4:30p.m. - 10:00 p.m.

Sponsorship
Downtown Morgan Hill Amphitheater
17000 Monterey Road
Morgan Hill, CA 95037
May 2023 Gilroy Gardens Natural Science Days
Branding Sponsorship
Gilroy Gardens
3050 Hecker Pass Hwy, Gilroy, CA 95020
May 2023 Sunnyvale Music & Dining Nights
Branding Sponsorship
Downtown Sunnyvale
Murphy Avenue
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Attachment 3
©
Environmental Services & Community Relations Update, May 2023

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2 SVCE participated in 13 Earth Day events throughout our service territory.

2. Out in the Community for Earth Day
Los Gatos Spring Into Green
Saratoga Elementary School Earth Day
Milpitas Earth Day
Cupertino Earth Day
Item 2
Attachment 3
Environmental Services & Community Relations Update, May 2023 3 Participation Rate
Overall Participation
Rate
Residential 96.30%

96.34%
Commercial 96.74%

3. Customer Participation
Item 2
Attachment 3
Environmental Services & Community Relations Update, May 2023

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4 The recent MAWG meeting was held in person on April 27, 2023 and was attended by 8 different agencies and organizations with a total of 28 participants.

The following agenda items were presented and discussed:
• SVCE's Energy Storage Projects
• Retrofitting Existing Buildings with 100-Amp Panel
• Building Codes News
• E-ELEC Discount Rate
• Financial Assistance for EV Chargers at New Affordable Housing

4. Member Agency Working Group – April Update
Item 2
Attachment 3
Environmental Services & Community Relations Update, May 2023 5 5. Press & Media
Media
• Campbell receives $5.2 million in grants for new
library, Cupertino Today, 03-30-23
• The iPhone is staging a quiet revolution in how we charge our devices, Yahoo!News, 03-14-23
• NYC’s grid is stressed. A ‘smart’ EV charging program aims to help, Canary Media, 04-05-23
• Clearway Energy Group Closes Financing on Two California Solar and Storage Projects, Utility Dive, 04-06-23
• Latshaw: The future is in Sunnyvale, San Jose Spotlight, 04-19-23 Item 2
Attachment 3
Environmental Services & Community Relations Update, May 2023 CaICCA
CCA @cal_cca
Read more about how managed-charging programs have been shown to reduce strain on the grid by paying EV owners to avoid charging at peak times. @evdotenergy manages telematics-based smart-charging programs for community choice aggregators @SVCIeanEnergy and @MCECIeanEnergy in CA!
c Canary Media @CanaryMediaInc • Apr 5
This new version of Smartcharge New York, launched by Consolidated Edison and @evdotenergy, is notable because it will be one of the largest “managed-charging” programs in the country powered by telematics — the onboard computers and tech inside EVs. bit.ly/3KdbyMt
12:37 PM Apr 5, 2023 221Views
1Retweet 4 Likes
• Subtitle
New SV Clean Energy
PowerPoint Template
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Attachment 4
Legislative and Regulatory Update, May 2023
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Attachment 4
Legislative and Regulatory Update, May 2023
CD Policy Updates
Regulatory Update:

1. Load Management Standards
Legislative Update:

1. Budget Trailer Bill/AB 1373 (Garcia)
2, SVCE Legislative Positions
2 Item 2
Attachment 4
Legislative and Regulatory Update, May 2023
Regulatory
Update
Item 2
Attachment 4
Legislative and Regulatory Update, May 2023
Key Regulatory Proceedings
Proceeding Purpose Status
Demand Flexibility
(R. 22-07-005)
To advance demand
flexibility through electric
rates.

Track A of the Demand Flexibility proceeding will establish an income graduated fixed charge for the residential customers of investor-owned utilities.

The adoption of an income graduated fixed charge was required by AB 205 (Stats. 2022, ch. 61). The fixed charge is not expected to be adopted until the end of Q1 2024. At the moment, stakeholders engaged in Track A of the proceeding are evaluating different proposals for how the income graduated fixed charge should be implemented. There is no agreement yet amongst stakeholders on the specific types of cost components that should or should not be included in the fixed charge. SVCE staff continues to follow the proceeding and is currently evaluating different proposals for how to calculate the fixed charge and apply it based on differing income levels. 4 Item 2
Attachment 4
Legislative and Regulatory Update, May 2023
Legislative
Update
5 Item 2
Attachment 4
Legislative and Regulatory Update, May 2023
CD Governor’s Budget Trailer Bill/AB 1373
Two vehicles for energy policy discussion. Both proposals share major provisions:

Key Provisions
1) Central Procurement: Would allow the CPUC to direct the lOUs or Dept, of Water Resources to centrally procure resources.

Challenge'. Very broad CPUC authority to order central procurement of any resources. 2) Expanded CPUC Authority: Broad expansion of CPUC’s authority over CCAs.

Challenge: Infringes on CCA Board governance.
3) Capacity Payments: Additional payment on top of CPUC’s RA penalties and CAISO backstop payments for when state back-up resources are used for reliability.

Challenge: Additional penalty doesn’t change behavior - impacts affordability. 6 Item 2
Attachment 4
Legislative and Regulatory Update, May 2023
CD SVCE Positions
Status of the bills that SVCE has taken positions on
Bill Summary Legislative
Platform Policy
AB 625
(Aguiar-Curry)
Extends sunset date of the
BioMAT program
Competitive Equity
SB 488
(Alvarado-Gil)
Allows CCAs to participate in the
BioRAM program.

Competitive Equity
SB 410
(Becker)
Reporting, timelines, and
stakeholder group for
distribution-level interconnection.

Clean, Reliable
Grid
SB 527 (Min) Would require the CPUC to
establish a Neighborhood
Decarbonization Program.

Climate
Mitigation/Fuel
Switching
AB 593
(Haney)
Directs CEC to create a
statewide building decarb
strategy
Climate
Mitigation/Fuel
Switching
SVCE Position Bill Status
Support Asm. Appropriations
Support Died -two-year bill
Support Senate Appropriations
Support Senate Appropriations
Support Assembly
Appropriations
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Attachment 4
Legislative and Regulatory Update, May 2023
1 Key State Legislative Milestones
January 4—Legislature Reconvenes
February 17—Last day for bills to bo introduced
April 28—Last day for policy committees to vote on fiscal bills May 5 -Last day for policy committees to vote on non-fiscal bills May 19 - Last day for fiscal committees to hear bills introduced in that house June 2 - Last day for each house to pass bills introduced in that house June 15 -Budget bill must pass by midnight
July 14 - Last day for policy committees to vote on bills September 1 - Last day for fiscal committees to vote on bills September 14 - Last day for each house to pass bills
October 14 - Last day for Governor to sign bills
8 SVCE Agenda Look Ahead
May - September 2023
MAY 2023 June 2023 July 2023 August 2023 September 2023 Board of Directors, May 10: Board of Directors, June 14:

Consent:

Minutes
April 2023 Treasurer Report
Program Portfolio Management software
contract
FFH Concierge Contract
FF Assist Contract
Committee Reports
Water Heater Loaner Contract
Regular Calendar:

Stress Test Analysis
Strategic Plan Update
Introduction to Budget Framework
Board of Directors, Cancelled Board of Directors, August 9:

Consent:

Minutes
May 2023 Treasurer Report
SVCE 2022 Annual Power Source Disclosure
Report Attestation
Committee Reports
Regular Calendar:

Budget Preview
Board of Directors, September 13:

Consent:

Minutes
June 2023 Treasurer Report
Committee Reports
Regular Calendar:

Budget approval
Update on Strategic Plan and Adopt Strategic
Focus Areas
Finance & Administration Committee, May
12:

Stress Test Analyses
Budget Framework
Executive Committee, June 23:

Insurance Coverage
Program Snapshot
Executive Committee, Cancelled Executive Committee, August 25:

TBD
Program Snapshot
Executive Committee, September 22:

TBD
Program Snapshot
Executive Committee, May 26:

Intro to 2024 Strategic Plan/Focus Areas
Program Snapshot
Finance & Administration Committee, TBD:

Budget Preview
4/6/23
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Attachment 5

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Staff Report – Item 3
Item 3: Appoint Sixth Member to SVCE’s 2023 Executive Committee From: Girish Balachandran, CEO
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 5/10/2023

RECOMMENDATION
Staff recommends that the Board consider selecting and appointing a sixth member to SVCE’s Executive Committee for 2023.

BACKGROUND
The SVCE Joint Power Agreement Section 4.6 specifies that the Board may establish an executive committee consisting of a smaller number of Directors and that the Board may delegate to the executive committee such authority as the Board might otherwise exercise, subject to limitations specified in the Agreement or in the Operating Rules and Regulations.

The duties of the Executive Committee are to review and provide advice to the Chief Executive Officer and the entire Board on policy, operational and organizational matters and perform such other responsibilities, tasks or activities as delegated to it by the Board.

SVCE’s 2023 Executive Committee meets the fourth Friday of the month at 10:00 a.m.

ANALYSIS & DISCUSSION
The current 2023 Executive Committee roster consists of five members:

Committee Chair Tina Walia
Committee Vice Chair Bryan Mekechuk
Director Rob Rennie
Director George Tyson
Director Yvonne Martinez Beltran
With the amendment to SVCE’s Operating Rules and Regulations to allow up to six members on the Executive Committee, there is now one open seat that can be filled if desired.

STRATEGIC PLAN
The recommendation supports SVCE’s overall strategic plan.

ALTERNATIVE
The Board may elect not to appoint a sixth member to the Executive Committee if there is no interest.

FISCAL IMPACT
There is no fiscal impact to the agency as a result of selecting an additional member for the 2023 Executive Committee.

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Staff Report – Item 4
Item 4: Update on FY 2022-2023 Digital Engagement Initiatives From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services & Community Relations Pamela Leonard, Senior Manager of Communications
Date: 5/10/2023

RECOMMENDATION
Staff recommends the Board receive an update on the SVCE digital engagement initiatives for the 2022-2023 fiscal year.

BACKGROUND
In 2018, the SVCE Customer Program Advisory Group provided input on the Decarbonization Programs Roadmap about the need to provide residential customers with educational resources. The following year, staff started the process of building eHub, an online resource center for customers to learn more about electrification. SVCE issued an RFP to select vendor partners that could provide online tools to help customers understand the benefits of going electric and enable actions such as evaluating efficient, electric home appliances, EVs and solar and battery storage options.

In fall 2020, eHub was formally launched to customers. Staff expanded digital outreach efforts as a primary method for customer engagement. Use of digital outreach, resources and tools is a scalable, high-impact and cost-effective way to engage with customers. Staff also expanded SVCE email marketing capabilities and launched a robust digital ad campaign to drive traffic and awareness to the SVCE website and eHub resources.

With eHub, SVCE aims to support customers’ electrification journeys by bringing electrification to customers’ minds, providing knowledge to customers about the benefits of electrification and assisting customers with going electric. With over three years of operating eHub and advancing SVCE’s digital outreach, staff has continued to aggregate various metrics and goals for website engagement, email campaigns and the online eHub promotions. Key digital engagement tools include the eHub online content and tools and the email marketing service Granicus GovDelivery.

ANALYSIS & DISCUSSION
SVCE has seen significant growth in website visits since launching eHub and its associated electrification resources in 2020. The website had 91,826 unique visits in 2022. The following high-level statistics show how SVCE has measured the impact and reach of these resources and marketing efforts. Additional details are provided in the attached presentation.

Website Updates
In 2022, SVCE worked with SMUD to deploy website user surveys and user testing to help gain a better understanding of how customers interact with the information available on the SVCE website. This study helped to inform a website navigation update that was implemented in March 2023. The intent of the updates is to help customers more easily understand what SVCE does and where they can find key information about rates, rebates and resources.

Item 4
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 4 Agenda Date: 5/10/2023

Page 2 of 3 ends

Measuring Website Traffic and Engagement
SVCE uses various tactics to direct website traffic and increase engagement to eHub resources including email marketing, online promotions and sweepstakes, digital, in-language and out-of-home advertising, member community cross-marketing and social media. Email marketing paired with online promotions and sweepstakes proves to be one of the most influential tactics in engaging customers with the website and eHub resources. The table below highlights SVCE’s growth in website engagement.

FY 2020-2021 Goal:

Reach 20,000 unique users since launch
71,367 unique users engaged with
the online tools and resources
FY 2021-2022 Goal:

Reach 200,000 unique users since launch
168,317 unique users engaged with
the online tools and resources
FY 2022-2023 Goal:

Reach 250,000 unique users and 20,000
returning users since launch
218,117 unique users and 20,855
returning users engaged with the
online tools and resources (as of
March 2023)
To understand how customers are engaging with the eHub resources, SVCE evaluates the average ‘time on page’ for the different eHub resources, which indicates how long a web user is interacting with the specific website and webpage. All eHub resources have a ‘time on page’ above the industry standard for what is considered a good length of time.

Email Marketing Performance
SVCE’s overall website traffic is being driven by educational email campaigns and strategies. The emails are designed to communicate the benefits of going electric at home and on the road with relevant, easy-to-digest language and calls-to-action. SVCE also maintains an above-average open rate, the percentage of emails opened by customers. Industry-standard is about 22% according to Enervee Performance benchmarks. The table below highlights the growth in SVCE’s email open rate.

FY 2021-2022 Goal:

Deliver 2 million outbound emails to
customers with a 30% open rate

2.5 million emails delivered with a
46% open rate
FY 2022-2023 Goal:

Deliver 2.5 million outbound emails to
customers with a 60% open rate

1.1 million emails delivered with a
50% open rate (as of March 2023)
Online Promotions and Sweepstakes
Through the Appliances Assistant, SVCE hosts promotions for customers to receive up to $50 off the purchase of eligible electric products, such as portable induction cooktops, air purifiers, portable batteries, and evaporative coolers, as well as electric leaf blowers and lawn mowers. From FY ’21-22 and so far this year, 870 total rebates have been claimed through the Appliances Assistant. SVCE also hosts online sweepstakes to educate customers about going electric. 4,840 customers participated in the most recent online sweepstakes.

Through the Solar+Battery Assistant, customers can receive $1,000 off of a main service panel upgrade for a battery or solar+battery installation. The Solar+Battery Assistant tool is a no-obligation, online concierge service that provides interested customers with independent, third-party assistance to identify their energy Item 4
Agenda Item: 4 Agenda Date: 5/10/2023

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needs, have a system designed, and receive quotes from multiple local contractors. Through this resource, there has been a cumulative total of 854 leads, 363 sales proposals, and 99 sales, 30 of which include a battery.

Customer Awareness Survey
After SVCE completes the 2023 paid advertising electrification campaign, SVCE will conduct its annual awareness survey to help gain insight and measure customer awareness, knowledge, and attitudes towards electrification and SVCE. This survey helps SVCE measure if there is an increase in year-over-year interest in key electrification technologies.

STRATEGIC PLAN
Digital engagement efforts were completed in alignment with the SVCE Strategic Plan, Goal #6 Measure #2:

Enable customer education, engagement and action related to electrification and decarbonization, via online tools, resources and promotions.

FISCAL IMPACT
The cost of eHub administration and service fees is $250,000 annually, as approved in the FY ‘22-23 programs budget. In addition, the cost of the Granicus GovDelivery email tool, ad campaign and online promotions is included in the FY ‘22-23 marketing budget.

Item 4
Appendix A
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Silicon Valley Clean Energy
Board of Directors Meeting
May 10, 2023
Appendix A
Power Resource Contracts Executed by CEO
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Silicon Valley Clean Energy, a California joint powers authority (“Seller”) and Marin Clean Energy, a California joint powers authority (“Purchaser”), and each individually a “Party” and together the “Parties”, dated as of March 28, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). This Transaction is governed by the WSPP Agreement dated August 26, 2022 (the “WSPP Agreement”). The WSPP Agreement and this Confirmation, including any applicable appendices, exhibits or amendments thereto, shall be collectively referred to herein as the “Agreement” and will constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff.

ARTICLE 1

TRANSACTION TERMS
Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are in Appendix B. Appendices A, B, C, and D are incorporated into this Confirmation. ☐ Firm RA Product:

Seller shall provide Purchaser with the Product from the Unit in the amount of the Contract Quantity. If the Unit is not available to provide the full amount of the Contract Quantity for any reason, then Seller shall have the option to supply Alternate Capacity pursuant to Section 2.3 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Purchaser with the Contract Quantity and has failed to supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 2.5. ☒ Contingent Firm RA Product:

Seller shall provide Purchaser with Product from the Unit in the amount of the Contract Quantity.

If the Unit is not available to provide the full amount of the Contract Quantity as a result of any reduction of the Contract Quantity of the Unit in accordance with Section 2.2, Seller shall have the option to notify Purchaser that either (a) Seller will not provide the portion of the Contract Quantity attributable to such reduction during the period of such non-availability; or (b) Seller will supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period pursuant to Section 2.3. If the Unit is not available to provide the full amount of the Contract Quantity as a result of any reason other than as provided in Section 2.2, then Seller shall have the option to supply Alternate Capacity pursuant to Section 2.3 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Purchaser with the Expected Contract Quantity from the Unit and has failed to supply Alternate Capacity to fulfill the remainder of the Expected Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 2.5.

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). (b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for such Showing Month shall equal the Expected Contract Quantity. (d) Seller shall sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B, including the Resource Category and, if applicable, the Flexible Capacity Category. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the specific information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with Purchaser’s instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
3 CIRA Tool and are rejected by CAISO notwithstanding performance of Section

2.1(e) or (ii) Seller fails to submit the volume of Expected Contract Quantity for any Showing Month in such amount as instructed by Purchaser for the applicable Showing Month. Seller will not have failed to deliver the Expected Contract Quantity if Purchaser fails or chooses not to submit the Shown Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit(s) must not have characteristics that would trigger the need for Purchaser or Seller to file an advice letter or other request for authorization with the CPUC or for Purchaser to make a compliance filing pursuant to California Public Utilities Code Section 380.

2.2 Reductions in ContractQuantity
(a) If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliver the Contract Quantity for each Showing Month may be reduced at Seller’s option by the amount of any Planned Outages which exist with respect to any portion of the Unit during the applicable Showing Month; provided, (i) Seller notifies Purchaser by the Notification Deadline applicable to that Showing Month of the amount of Product from the Unit that Purchaser may include in Purchaser’s Compliance Showings applicable to that month as a result of such Planned Outage, and (ii) such reduction is able to be reflected on the Supply Plansin accordance with the Tariff. (b) In the event Seller is unable to provide the Contract Quantity for any portion of a Showing Month because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such portions of such Showing Month from Replacement Units, provided Seller provides and identifiessuch Replacement Unitsin accordance with Section 2.3.

2.3 Seller’s Option To Provide Alternate Capacity
If Seller is unable to provide the full Contract Quantity for a Showing Month for any reason, including, without limitation, as provided in Section 2.2, or Seller desires to provide some or all of the Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Purchaser, provide Purchaser with replacement Product from one or more replacement units having the same Capacity Attributes of the Unit(s) originally identified in Appendix B, including the same Resource Category and, if applicable, the Flexible Capacity Category (each such unit, a “Replacement Unit”) in an amount such that the total amount of Product provided to Purchaser from the Unit and any Replacement Unit(s) for each Showing Month is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Purchaser in writing of its intent to provide Alternate Capacity and shall identify the proposed Replacement Units from which such Alternate Capacity shall be provided no later than the Notification Deadline for Purchaser’s Compliance Showings related to such Showing Month;
DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
4 (b) The proposed Replacement Units must (i) be accepted by the CAISO, and (ii) otherwise satisfy the requirements of this Agreement;
(c) Seller shall, or shall cause the SC to submit a Supply Plan for each Showing Month and, if applicable, annual filing, no later than the Notification Deadline for Purchaser’s Compliance Showings;
(d) If Seller does not comply with the requirements of Sections 2.3(a), (b) and (c) for the applicable Showing Month and, if applicable, annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product; and
(e) The designation of any Replacement Unit(s) by Seller shall be subject to Purchaser’s prior written approval, which shall not be unreasonably withheld.

Once Seller has identified in writing any Replacement Units that meetthe requirements of this Section 2.3 and Purchaser has approved such Replacement Units as consistent with this Confirmation, then any such Replacement Units shall be deemed a Unit for purposes of this Confirmation for that Showing Month. Purchaser’s approval of a Replacement Unit as to a given Showing Month shall not be construed as approval of such Replacement Unit for any subsequent Showing Month.

2.4 Planned Outages

As of the Confirmation Effective Date, Seller and Purchaser have agreed to all Planned Outages as specified in Appendix D (“Planned Outage Schedule”) for all relevant Showing Months for the following calendar year, or until the end of the Delivery Period, whichever is shorter. Seller may provide Purchaser with proposed changes to the Planned Outage Schedule from time to time.

2.5 Purchaser’s Remedies for Seller’s Failure to Deliver Expected Contract Quantity (a) If Seller fails to deliver any part of the Expected Contract Quantity as required herein for any Showing Month, Seller shall be liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein.
(b) Seller shall indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, assessed against Purchaser by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product or a DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
5 Shown Unit’s SC’s failure to timely or accurately submit Supply Plans in accordance with the Tariff and this Confirmation. The Parties shall use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Purchaser for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.

2.6 Purchaser’s Re-Sale of Product
(a) Purchaser may re-sell all or part of the Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section

2.6(a). For any such a resale, the Resource Adequacy Plan of Purchaser as used herein will refer to the Resource Adequacy Plan of Subsequent Purchaser. Seller shall, or shall cause the Shown Unit’s SC, to follow Purchaser’s instructions with respect to providing such resold Product to Subsequent Purchasers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation.

Seller shall, and shall cause the Shown Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Purchasers to use such resold Product in a manner consistent with Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Shown Unit’s SC to comply with this Confirmation, Seller will be liable to Purchaser for the amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product.
(b) Purchaser shall notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two (2) Business Days before the Notification Deadline for each Showing Month for which Purchaser has resold the Product. Purchaser shall notify Seller of any subsequent changes or further resales no later than two (2) Business Days before the Notification Deadline for the Showing Month. (c) If CAISO or CPUC develops a centralized capacity market, Purchaser will have exclusive rights to offer, bid, or otherwise submit the Expected Contract Quantity of Product for re-sale in such market, and Purchaser shall have the right to retain and receive all revenues from such re-sale.

ARTICLE 3

PAYMENTS

3.1 Payment
In accordance with the terms of Section 9 of the WSPP Agreement, Purchaser shall make a DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
6 Monthly RA Capacity Payment to Seller for each Unit, in arrears, after the applicable Showing Month (“Monthly RA Capacity Payment”). The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Expected Contract Quantity for the Showing Month and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that Purchaser shall be entitled to a subsequent invoice adjustment or refund to reflect any portion of Expected Contract Quantity for the Showing Month that was not delivered in accordance with Section 2.1 for such Showing Month.

3.2 Allocation of Other Payments and Costs
(a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it pursuant to this Section 3.2(a) against any amounts owed to Purchaser under the WSPP Agreement. (b) Purchaser is to receive and retain all revenues associated with the Expected Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller shall promptly report receipt of any such revenues to Purchaser. Seller shall pay to Purchaser within thirty (30) days of receipt any such amounts received by Seller, or a Shown Unit’s SC, owner, or operator. Without prejudice to its other rights, Purchaser may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement.
(c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller shall, or shall cause the Shown Unit’s SC to, within one (1) Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.1 CAISO Requirements
DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
7 Seller shall schedule or cause the Shown Unit’s SC to schedule or make available to CAISO the Expected Contract Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Shown Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Purchaser is not liable for, and Seller shall indemnify and hold Purchaser harmless from, the failure of Seller or the Shown Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Shown Unit’s SC, owner, or operator for noncompliance.

4.2 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Purchaser and Seller shall take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (a) Purchaser’s rights to the Expected Contract Quantity for the sole benefit of Purchaser or any Subsequent Purchaser and (b) that Purchaser may use the Expected Contract Quantity to meet its Compliance Obligations. Such commercially reasonable actions shall include, without limitation cooperating with and providing, and causing each Shown Unit’s SC, owner, or operator to cooperate with and provide, requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations, including to demonstrate that the Expected Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to satisfy the Compliance Obligations, as applicable, pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction.

If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Purchaser throughout the Delivery Period that:
(a) No part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) The Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product; (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit(s) during the Delivery Period does not exceed the Shown Unit’s Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for that Shown Unit;
(d) if applicable, Seller has notified either the Shown Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser; and
DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
8 (e) Seller has notified or will notify the Shown Unit’s SC that Purchaser is entitled to the revenues set forth in Section 3.2(b), and such Shown Unit’s SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues.

ARTICLE 5

RESERVED
ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 Confidentiality
Each Party to this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.).

6.2 Change in Law

If any action by the CPUC, CAISO or any Governmental Body having jurisdiction, or any change in applicable law, occurring after the Confirmation Effective Date results in (i) material changes to Purchaser’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the performance of this Confirmation becomes impracticable, or (iii) changes the Resource Adequacy Requirements such that the Product can no longer be counted towards Purchaser’s Resource Adequacy Requirements (a “Change in Law”), the Parties shall work in good faith to revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of the Product sold hereunder in order to maintain the original intent.

6.3 Governing Law
Notwithstanding Section 24 of the WSPP Agreement, this Transaction 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.

6.4 Collateral
Notwithstanding any provision in the WSPP Agreement to the contrary, including Section 27, neither Party shall be required to post collateral or other security for this Transaction.

6.5 No Recourse to Members
The Parties are each organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and are each a public entity separate from their constituent members. Each Party will solely be responsible for all of such Party’s debts, obligations and liabilities accruing and arising out of this Confirmation.

DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
9 Each Party agrees that it shall have no rights and shall not make any claims, take any actions or assert any remedies against any of the other Party’s constituent members, or the elected officials, officers, directors, advisors, contractors, consultants or employees of the other Party or the other Party’s constituent members, in connection with this Confirmation.

6.6 Other WSPP Agreement Changes
For this Transaction, the WSPP Agreement shall be amended as follows:
(a) Section 9.4 is deleted in its entirety and replaced with the following:
“In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party.

Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment.

Any dispute with respect to an invoice is waived unless the other Party is notified in writing within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.” (b) Section 22.1 is modified by inserting the following new text at the end thereof:
“(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that is unable to generally pay its debts as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(c) Section 22.2(a) is deleted in its entirety replaced with the following:
“If an Event of Default shall have occurred and be continuing, the Non- Defaulting Party, upon written notice to the Defaulting Party, shall have the right to (i) suspend performance under any or all transactions under this Agreement; provided, DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
10 however, in no event shall any such suspension continue for longer than ten (10) Business Days with respect to any single transaction, and (ii) exercise any remedy available at law or equity.”
(d) Section 22.2(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (e) Section 22.2(b) is amended by inserting the following as the penultimate paragraph in Section 22.2(b):
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section

9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.” (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to Dispute Resolution pursuant to Section

34.”
DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
11 (i) Section 28.1 is applicable and the Parties shall net monthly payments in accordance with Exhibit A of the WSPP. Both Parties intend for the netting provisions of Exhibit A to the WSPP Agreement to be effective on the Confirmation Effective Date.
(j) Section 30.1 is amended by inserting “or requested” after the word “required” in Section 30.1(4) and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders, counsel, accountants, advisors and agents who have a need to know such information and have agreed to keep such terms confidential”.
(k) Subsections 34.1 and 34.2 are deleted and replaced with the following:
“34.1 INFORMAL DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS
TRANSACTION, WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF

A WRITTEN NOTICE FROM EITHER PARTY IDENTIFYING SUCH

DISPUTE, THE PARTIES SHALL MEET, NEGOTIATE AND ATTEMPT, IN

GOOD FAITH, TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO RESOLVE A
DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER

RECEIPT OF SUCH NOTICE, THEN EITHER PARTY MAY SEEK ANY AND

ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, SUBJECT TO THE LIMITATIONS SET FORTH IN THIS TRANSACTION.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF

THE STATE OR FEDERAL COURTS LOCATED IN ORANGE COUNTY,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE
CONVENIENCE OF SUCH FORUM.”
(l) The phrase “arbitration or” is deleted from the first line of Section 34.4. (m) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES. EXCEPT AS OTHERWISE SPECIFIED

IN ANY CONFIRMATION, FOR BREACH OF ANY PROVISION OF THIS

CONFIRMATION AGREEMENT FOR WHICH AN EXPRESS REMEDY OR

MEASURE OF DAMAGES IS PROVIDED, THE EXPRESS REMEDY OR

MEASURE OF DAMAGES PROVIDED IS THE SOLE AND EXCLUSIVE

REMEDY UNDER THIS AGREEMENT AND THE AGREEMENT FOR THE

BREACH, LIABILITY FOR THE BREACH IS LIMITED AS SET FORTH IN

THE PROVISION AND ALL OTHER REMEDIES FOR DAMAGES AT LAW DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
12 OR IN EQUITY ARE WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN

ANY CONFIRMATION, IF NO EXPRESS REMEDY OR MEASURE OF

DAMAGES IS PROVIDED IN THIS AGREEMENT FOR A PARTICULAR

BREACH, LIABILITY FOR THE BREACH IS LIMITED TO DIRECT

DAMAGES ONLY, THE DIRECT DAMAGES ARE THE SOLE AND

EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR THE BREACH,

AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY
ARE WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY

CONFIRMATION, NEITHER PARTY IS LIABLE FOR ANY OTHER TYPE OF

DAMAGE, INCLUDING INCIDENTAL, PUNITIVE, EXEMPLARY,

CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED WITH LOST PROFITS, BUSINESS

INTERRUPTION AND LOSS OF GOODWILL) ARISING AT ANY TIME,

WHETHER IN TORT (INCLUDING THE SOLE OR CONTRIBUTORY

NEGLIGENCE OF EITHER PARTY OR ANY RELATED PERSON),

WARRANTY, STRICT LIABILITY, CONTRACT OR STATUTE, UNDER
ANY INDEMNITY PROVISION, OR OTHERWISE.”
(n) Section 37 is amended by inserting the following in the beginning of the section:
“On the date of entering into this Confirmation,”.
(o) Section 41 “Witness” shall become Section 42 and the following “Standard of Review” Section shall be substituted in its place:
“The Parties agree as follows:

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v.

Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010). (ii) The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.” DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
13 6.7 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

6.8 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.
[Signatures appear on the following page.]
DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
14 AGREED AS OF THE EFFECTIVE DATE:

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

Name: Girish Balachandran
Title: Chief Executive Officer
By:

Name:

Title:

DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F COO
Vicken Kasarjian
DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
x DocuSigned by:
^irisL
'
5CA64B9AC4C24C3...

DocuSigned by:

X A&G4B.g.EA2&§^4£3^
Appendix A - 1

APPENDIX A

DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
Appendix A - 2
“FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Notification Deadline” is ten (10) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “PlannedOutage” means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. “Product” means RAR Attributes, Local RAR Attributes and FCR Attributes, each for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications contained in Appendix B.

DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
Appendix A - 3
“Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric power industry during the relevant time period in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the electric power industry in the Western United States. “RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s RAR.
“Replacement Unit” has the meaning set forth in Section 2.3. “Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, not including Local RAR or FCR.
“Resource Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
Appendix A - 4
“Unit” means the generation unit described in Appendix B. A Unit or Shown Unit may not be a coal-fired generating facility.
“Unit EFC” means the lesser of the Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

“Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Additional Product Information (fill in all that apply):

CAISO Zone: North
Resource Category (MCC Bucket): 4
CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): N/A
Unit 1
Unit Specific Information
Resource Name GEYSERS UNIT 18 (HEALDSBURG)
Physical Location Healdsburg, CA
CAISO Resource ID GEYS18_7_UNIT18
SCID of Resource TBD
Unit NQC by month (e.g., Jan=50,Feb=65): 72
Unit EFC by month (e.g., Jan=30, Feb=50) 50
Resource Type (e.g., gas, hydro, solar, etc.) Geothermal Resource Category (1, 2, 3 or 4) 4
Flexible RAR Category (1, 2 or 3) 1
Path 26 (North or South) North
Local Capacity Area CAISO System
Deliverability restrictions, if any, as
described in most recent CAISO None
Run Hour Restrictions None

APPENDIX C

NOTICE INFORMATION
Seller: Silicon Valley Clean Energy Purchaser: Marin Clean Energy DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
Appendix D - 1

APPENDIX D

PLANNED OUTAGE SCHEDULE
Unit Name CAISO
Resource ID Outage (MW)
SLIC
Outage
Start Date
SLIC
Outage
End Date

N/A N/A N/A N/A N/A
DocuSign Envelope ID: 27836D0D-7AC3-4BC9-B1F5-68D5F99E968F DocuSign Envelope ID: F98E8F21-B811-4A74-8581-17AF15D2127F DocuSign Envelope ID: 1B3A6C6C-36ED-4F2F-9430-4DA74519F4A5 Appendix A MCE
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This confirmation (“Confirmation”) under the WSPP Agreement confirms the transaction between Silicon Valley Clean Energy Authority, a California joint powers authority (“Purchaser” or “SVCE”) and Elk Hills Power, LLC (“EHP” or “Seller”) dated as of April 10, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”).

Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff.

ARTICLE 1

TRANSACTION TERMS
Purchaser: SVCE
Seller: EHP
Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are in Appendix B. Appendices A, B and C are incorporated into this Confirmation.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Contract Quantity of the Product from the Shown Unit(s).
(b) Seller will deliver the Contract Quantity of Product by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Contract Quantity, less any excused deductions to the Contract Quantity in the case of Flexible RA Capacity for excused reductions in Unit EFC.
(d) Seller may sell and deliver from a Shown Unit that meets requirements set forth in Appendix B, including the Resource Category and, if applicable, the Flexible Capacity Category. Seller will identify the Shown Unit(s) and Contract Quantity by providing Purchaser with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Contract Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
2 Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month.
(f) The Product is delivered by Seller and received by Purchaser when either (i) the CIRA Tool shows the Supply Plan accepted for the Contract Quantity of Product from the Shown Unit by CAISO or (ii) Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section 1(e) or (ii) Seller fails to submit the volume of Contract Quantity for any Showing Month in such amount as instructed by Purchaser for the applicable Showing Month. Purchaser will have received the Contract Quantity if (x) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (y) Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Contract Quantity if Purchaser fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) Excused Reductions in Unit EFC: Unless the Parties have designated this Section 2.1(g) as “Not applicable”, if the Product includes FCR Attributes, then Seller’s failure to deliver any of the Contract Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Effective Date as determined by CAISO and Seller has provided notice of such reduction to Purchaser by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s failure is excused will equal (i) the Contract Quantity of FCR Attributes for such day multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Effective Date, divided by (iii) the Unit EFC as of the Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Contract Quantity of FCR Attributes for such day from the Shown Unit.

2.2 Purchaser’s Remedies for Seller’s Failure to Deliver Contract Quantity (a) If Seller fails to deliver any part of the Contract Quantity as required herein for any Showing Month, and such failure is not excused under the terms of this Confirmation or by Purchaser’s failure to perform, then Seller shall owe Purchaser, on the date payment would otherwise be due in respect of the month in which the failure occurred, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price.
(b) Seller agrees to indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, assessed against Purchaser by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Purchaser for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.

DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
3 2.3 Purchaser’s Re-Sale of Product
(a) Purchaser may re-sell all or part of the Contract Quantity of Product; provided that any such re-sale must not increase or modify Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Purchaser as used herein will refer to the Resource Adequacy Plan of Subsequent Purchaser. Seller will, or will cause the Unit’s SC, to follow Purchaser’s instructions with respect to providing such resold Product to Subsequent Purchasers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Purchasers to use such resold Product in a manner consistent with Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Purchaser for the same amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product.
(b) Purchaser will notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two Business Days before the Notification Deadline for the Showing Month. Purchaser will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month.

ARTICLE 3

PAYMENTS

3.1 Payment
(a) Purchaser shall pay for the Product as provided in Article 9 of the WSPP Agreement and this Confirmation; except that under Section 9.4 of the WSPP Agreement, in case any portion of any bill is in dispute, then only the undisputed portion of the bill shall be paid when due. The disputed portion of the bill shall be adjusted or paid upon final resolution of the dispute. Purchaser shall make a monthly payment to Seller for each Unit by the later of (i) ten (10) Calendar Days after Purchaser’s receipt of Seller’s invoice (which may be given upon first day of the Showing Month) and (ii) the twentieth (20th) of the Showing Month, or if the twentieth (20th) is not a Business Day the next following Business Day (“Monthly RA Capacity Payment”). The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Contract Quantity for the Showing Month and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the Monthly RA Capacity Payment shall be adjusted to reflect any portion of Contract Quantity for the Showing Month that was not delivered in accordance with Section 2.1 for such Showing Month. (b) Seller shall deliver invoices to the address(es) specified in Appendix C; provided, however, that changes to invoice, payment, wire transfer and other banking information must be made in writing and delivered via certified mail and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes.

DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
4 3.2 Allocation of Other Payments and Costs
(a) Product does not confer to Purchaser any right to dispatch or receive the energy or ancillary services from a Shown Unit. Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Purchaser under the WSPP Agreement.
(b) Purchaser is to receive and retain all revenues associated with the Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller must promptly report receipt of any such revenues to Purchaser. Seller must pay to Purchaser any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Purchaser may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement. (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the Contract Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Nothing herein will prevent Seller from exercising any rights under the Tariff with respect to use of RA Substitute Capacity during the Delivery Period. Purchaser is not liable for, and Seller will indemnify and hold Purchaser harmless from, the failure of Seller or the Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Unit’s SC, owner, or operator for noncompliance.

4.2 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Purchaser and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Purchaser’s rights to the Contract Quantity of Product for the sole benefit of Purchaser or any Subsequent Purchaser. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
5 subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Purchaser throughout the Delivery Period that:
(a) no part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) the Unit qualifies under the Tariff for the Product, and the Unit and Seller are capable of delivering the Product;
(c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Unit during the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit;
(d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser; and
(e) Seller has notified or will notify the Unit’s SC that Purchaser is entitled to the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues.

4.4 Collateral Requirements
(a) Notwithstanding anything to the contrary contained in the WSPP Agreement, neither Purchaser nor Seller shall be required to provide Performance Assurance to the other Party during the Delivery Period.
(b) Sections 22.1(d) of the WSPP Agreement shall not apply to either Party with respect to this Transaction.

ARTICLE 5
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

5.1 Termination Payment
For this Transaction, the following is inserted as a penultimate paragraph in Section 22.2(b) of the WSPP Agreement:
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
6 Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained.

If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section 9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”

5.2 Confidentiality
Notwithstanding Section 30.1 of the WSPP Agreement, (i) Purchaser may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose to a Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information to the independent evaluator or other administrator of any competitive solicitation process of Purchaser, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Purchaser may disclose information to any Subsequent Purchaser. Each Party recognizes that Purchaser is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.).

5.3 Joint Powers Authority
Purchaser is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (California Government Code Sections 6500 et seq.) and is a Governmental Entity separate and distinct from its members. Purchaser shall solely be responsible for all of Purchaser’s debts, obligations and liabilities accruing and arising out of this Agreement, and Seller agrees that it shall have no rights and shall not make any claim, take any actions or assert any remedies against any of Purchaser’s members, or any cities or counties participating in Purchaser’s community choice aggregation program, or any of Purchaser’s retail customers in connection with the Transaction to which this Confirmation applies.

5.4 Dodd-Frank Act
The Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

5.5 Additional WSPP Agreement Amendments
For purposes of this Transaction only, the WSPP Agreement shall be amended as follows:
(a) Section 4 of the WSPP Agreement is amended by:

1. Adding “or the Friday after the United States Thanksgiving holiday” before the period at the end of the first sentence under the definition of “Business Day(s)”.

2. Adding the following new definitions:
“Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
7 or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.
“Special Fund” means a fund or account of the Governmental Entity or Public Power System set aside and or pledged to satisfy the Governmental Entity or Public Power System’s obligations hereunder out of which amounts shall be paid to satisfy all of the Governmental Entity or Public Power System’s obligations under this Agreement for the entire Period of Delivery under each Confirmation hereto.” (b) The first sentence of the second paragraph of Section 10 of the WSPP Agreement is amended by deleting the “or” before “(ii)” and adding to the end of such sentence “or (iii) if the Party claiming inability to perform is a Governmental Entity or Public Power System, any action taken by the Governmental Entity or Public Power System in its governmental capacity.”
(c) Section 13.1 of the WSPP Agreement is amended to change "FERC" to "FERC or the CPUC".
(d) Section 21.2 of the WSPP Agreement is deleted and replaced with the following:
“Any Party due monies under this Agreement, the amounts of which are not in dispute or if disputed have been the subject of a decision awarding monies, (i) shall have the right to seek payment of such monies in court in accordance with Section 34.1 and (ii) shall possess the right to seek relief directly from such court without first exercising termination and liquidation rights under Section 22.

In addition, each Party shall possess the right to seek specific performance (injunctive relief) of the non-delivery related terms of this Agreement and any Confirmation in court in accordance with Section 34.1. In seeking to enforce the terms of this Agreement, however, consistent with Section 21.1, no Party is entitled to receive or recover monetary damages except as provided in Sections 21.3 and 22.”
(e) Section 21.3(d) of the WSPP Agreement is modified by replacing the words “After informal dispute resolution as required by Section 34.1, any remaining dispute involving the calculation of the damages shall be referred to binding dispute resolution as provided by Section 34.2 of this Agreement” with “Unless otherwise resolved informally, any dispute involving the calculation of the damages shall be resolved in accordance with Section 34.1 of this Agreement”.
(f) Section 21 of the WSPP Agreement is modified by adding the following Section 21.4:
“No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (provided such jurisdiction is consistent with the venue provisions in Section 34.1), (c) relief by way of injunction, or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment.”
DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
8 (g) Section 22.3(e)(i) of the WSPP Agreement is modified by replacing the words “Any disputes as to the methodology shall be resolved pursuant to the dispute resolution procedures in Section 34, with binding arbitration pursuant to Section 34.2 required for disputes as to the methodology if mediation is unsuccessful” with “Unless otherwise resolved informally, any disputes as to the methodology shall be resolved in accordance with Section 34.1 of this Agreement”.
(h) Section 22.3(f) of the WSPP Agreement is modified by replacing the words “submitted to informal dispute resolution as provided in Section 34.1 of this Agreement and thereafter binding dispute resolution pursuant to Section 34.2 if the informal dispute resolution does not succeed in resolving the dispute” with “resolved in accordance with Section 34.1 of this Agreement”.
(i) Section 24 of the WSPP Agreement is deleted and replaced with the following:
“This WSPP Agreement and any Confirmation shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law or contrary provisions of the WSPP Agreement, if any.”
(j) Subsections 34.1 and 34.2 of the WSPP Agreement are deleted and replaced with the following:
“34.1
(a) Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS BROUGHT

AGAINST ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT

SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT

JURISDICTION IN THE STATE OF CALIFORNIA, COUNTY AND CITY OF SAN FRANCISCO OR LOS ANGELES. BY EXECUTING AND DELIVERING THIS

AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND

UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER

HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR

PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT

BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER

IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY

SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING

HEREIN SHALL BE INTERPRETED AS WAIVING THE PROVISIONS OR APPLICATION OF THE CALIFORNIA TORT CLAIMS ACT.

34.2 Reserved.”
(k) Subsection 34.3 of the WSPP Agreement is modified by deleting “The Parties shall equally divide the costs of the arbitrator or mediator and the hearing.” (l) Subsection 34.4 of the WSPP Agreement is deleted and replaced with:
“34.4 Reserved.”
DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
9 (m) Subsections 34.5 and 34.6 are hereby added to Section 34 of the WSPP Agreement:
“34.5 Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN

RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT.

34.6 LIMITATION OF DAMAGES. THE PARTIES CONFIRM THAT THE EXPRESS

REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT AND ANY CONFIRMATION SATISFY THE ESSENTIAL PURPOSES HEREOF.

FOR BREACH OF ANY PROVISION OF THIS AGREEMENT OR ANY

CONFIRMATION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF

DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF
DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S

LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO

REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A CONFIRMATION, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO

DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL

BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. NOTWITHSTANDING

ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY

SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,

EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS

INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER

ANY INDEMNITY PROVISION SET FORTH IN THIS AGREEMENT OR
OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS

HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE

WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO,

INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH
NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO

THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE

LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE

DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN

ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED

HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.”
(n) Section 35 of the WSPP Agreement is modified by inserting the following paragraph between the first and second sentences:
“The Parties agree that each Party’s business consists in whole or in part of entering into forward contracts as or with merchants in capacity or energy, which is presently the subject of dealing in the forward contract trade. The Parties further agree that the transactions entered into pursuant to any Confirmations hereunder (as provided in Article 32 of the WSPP Agreement) are forward contracts involving the sale of capacity and/or energy, which are presently the subject of dealing in the forward contract trade. No Party shall assert before any court or other governmental authority either that another Party is not, or shall not be treated as, a forward contract merchant or that the transaction entered into pursuant, to any Confirmations hereunder (as provided in Article 32 of the WSPP DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
10 Agreement) are not, or shall not be treated as, forward contracts under the United States Bankruptcy Code.”
(o) The following phrase is inserted at the beginning of Section 37 of the WSPP Agreement:
“On the date of entering into this Confirmation and throughout the Delivery Period,” (p) Section 37 of the WSPP Agreement is further modified by adding the following new paragraph at the end:
“Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Confirmation, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Confirmation, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures, has or will be taken and performed as required under the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.), and the Governmental Entity or Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with applicable law, (iii) entry into and performance of this Confirmation by Governmental Entity or Public Power System are for a proper public purpose within the meaning of all relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Confirmation does not extend beyond any applicable limitation imposed by relevant constitutional, organic or other governing documents and applicable law, (v) the Governmental Entity or Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Agreement and each Confirmation by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.” (q) Section 41 “Witness” of the WSPP Agreement shall become Section 42 and the following “Mobile Sierra” Section shall be inserted as Section 41:
“The Parties agree as follows:

DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
11 From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:

To the fullest extent permitted by Applicable Law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by Applicable Law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in Applicable Law or market conditions that may occur.” (r) Exhibit D of the WSPP Agreement is deleted and replaced with:
“Exhibit D - RESERVED”.

5.6 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation as a PDF attachment to an email shall be the same as delivery of a manually executed signature page.

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

AGREED AS OF THE EFFECTIVE DATE:

ELK HILLS POWER, LLC SILICON VALLEY CLEAN ENERGY

AUTHORITY
By:

Name: Joseph Alves
Title: Manager, Power Marketing
By:

Name:

Title:

DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 Girish Balachandran
CEO
DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
x DocuSigned by:
3FDE7C41D238499.
x DocuSigned by:
5CA64B9AC4C24C3
12 [Signature Page to Resource Adequacy Confirmation Agreement] DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
13 APPENDIX A

DEFINED TERMS
“CAISO” means the California ISO and any successor entity. “Capacity Attributes” means attributes of the Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month.
“CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“FCR” means the Flexible Capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity.
“FCR Attributes” means, with respect to a Unit, any and all resource adequacy attributes of the Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.
“Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Product” means RAR, Local RAR and FCR that is specified and marked applicable in Appendix B. “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction.

DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
14 “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction. “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Replacement Price” means the price at which Purchaser, acting in a commercially reasonable manner, purchases a replacement for any Product specified in this Confirmation but not delivered by Seller, plus costs reasonably incurred by Purchaser in purchasing such substitute Product, or at Purchaser’s option, the market price for such Product not delivered as determined by Purchaser in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Purchaser be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Purchaser’s liability.
“SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to Purchaser on the Effective Date.
“Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time. “Unit” means the generation unit described in Appendix B and any other generating unit that is capable of supply the Contract Quantity of Product during the Delivery Period. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

PRODUCT AND UNIT INFORMATION
Product:
 RAR  Local RAR  Flexible Capacity
and all Capacity Attributes related to such Product.

Additional Product Information (fill in all that apply):

CAISO Zone: North
MCC Bucket: 4 (All Hours – planned availability is unrestricted) CPUC Local Area (if applicable):

Flexible Capacity Category (if applicable):

DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
16 Unit 1
Unit Specific Information
Resource Name Elk Hills Power
Physical Location 4026 Skyline Road, Tupman, CA
CAISO Resource ID _ ELKHIL_2_PL1X 3_______
SCID of Resource EMM2
Unit NQC by month (e.g., Jan=50,Feb=65): 380 MWs
Unit EFC by month (e.g., Jan=30, Feb=50) _171 MWs_______ Resource Type (e.g., gas, hydro, solar, etc.) Natural Gas Fired Minimum Qualified Flexible Capacity Category
(Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) PG&E
Prorated Percentage of Unit Factor ________
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno, Sierra,
Kern, LA Basin, Bay Area, Stockton, Big
Creek-Ventura, NCNB, San Diego-IV or
Humboldt )
CAISO North System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 (All Hours – planned availability is
unrestricted)
DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
17 APPENDIX C

NOTICE INFORMATION
Seller: Elk Hills Power, LLC Purchaser: Silicon Valley Clean Energy Authority DocuSign Envelope ID: 0B08AAEF-D948-4D25-B81C-B1ADD2E6C559 DocuSign Envelope ID: 2B92125F-894A-4575-82F2-6BB64030C296 DocuSign Envelope ID: 28C94DC6-78E9-4B99-9BCA-14C0806B04B3 Appendix A Elk Hills Power
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Central Coast Community Energy, a California joint powers authority (“Seller”) and Silicon Valley Clean Energy, a California joint powers authority (“Purchaser”), and each individually a “Party” and together the “Parties”, dated as of April 7, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). This Transaction is governed by the WSPP Agreement dated August 26, 2022 (the “WSPP Agreement”). The WSPP Agreement and this Confirmation, including any applicable appendices, exhibits or amendments thereto, shall be collectively referred to herein as the “Agreement” and will constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff.

ARTICLE 1

Seller shall provide Purchaser with Product from the Unit in the amount of the Contract Quantity.

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). Seller’s obligation to deliver the Expected Contract Quantity of Product for the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, (i) monthly Supply Plans and (ii) annual Supply Plans if the Effective Date is prior to the year-ahead Compliance Showing Deadline applicable for the Showing Months specified in Appendix B, in accordance with the Tariff and CPUC requirements and no later than the initial Compliance Showing Deadline for such Showing Month, identifying and confirming the transfer of the Expected Contract Quantity of Product to Purchaser for each Showing Month. The total amount of Product identified and confirmed for such Showing Month shall equal the Expected Contract Quantity.
(d) Seller shall sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B, including the Resource Category and, if applicable, the Flexible Capacity Category. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the specific information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with Purchaser’s instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
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3 Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section

Seller’s obligation to deliver the Contract Quantity for each day of each Showing Month may be reduced at Seller’s option in the event Purchaser fails to deliver, for any reason, the contract quantity of product set forth in Appendix B of the Swap Confirmation (such option, the “Swap Reduction Option”); provided, however, that (i) Seller’s obligation to deliver the Contract Quantity of Product may not be reduced by an amount greater than the contract quantity of product that Purchaser failed to deliver under the Swap Confirmation and (ii) that the Swap Reduction Option is subject to Seller providing written notice to Purchaser of such modification no later than three (3) Business Days before the initial Compliance Showing Deadline for such Showing Month. Seller’s rights under the Swap DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
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7 April 2023
4 Reduction Option are cumulative and in addition to Seller’s rights under the Swap Confirmation.

2.3 Seller’s Option To Provide Alternate Capacity
If Seller is unable to provide the full Contract Quantity for a Showing Month for any reason, including, without limitation, as provided in Section 2.2, or Seller desires to provide some or all of the Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Purchaser, provide Purchaser with replacement Product from one or more Replacement Units in an amount such that the total amount of Product provided to Purchaser from the Unit and any Replacement Unit(s) for each Showing Month is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Purchaser in writing of its intent to provide Alternate Capacity and shall identify the proposed Replacement Units from which such Alternate Capacity shall be provided no later than the Notification Deadline for Purchaser’s Compliance Showings related to such Showing Month;
(b) The proposed Replacement Units must (i) be accepted by the CAISO, and (ii) otherwise satisfy the requirements of this Agreement;
(c) Seller shall, or shall cause the SC to submit a Supply Plan that includes the Replacement Units for each Showing Month and, if applicable, annual filing, no later than the Notification Deadline for Purchaser’s Compliance Showings; and (d) If Seller does not comply with the requirements of Sections 2.3(a), (b) and (c) for the applicable Showing Month and, if applicable, annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product.

Subject to the satisfaction of the conditions contained in subsections (a) – (c) of this Section 2.3, once Seller has identified in writing any Replacement Units that meetthe requirements of this Section 2.3, then any such Replacement Units shall be deemed a Unit for purposes of this Confirmation for that Showing Month.

2.4 Planned Outages

Within ten (10) Business Days after Purchaser’s receipt of any Seller proposed changes, Purchaser shall notify Seller in writing of any reasonable requests for modifications to such Seller proposed changes, and Seller shall, to the extent consistent with Prudent Operating Practice, accommodate DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
5 Purchaser’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

2.5 Purchaser’s Remedies for Seller’s Failure to Deliver Expected Contract Quantity (a) If Seller fails to deliver any part of the Expected Contract Quantity as required herein for any Showing Month, Seller shall be liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein.
(b) Seller shall indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, assessed against Purchaser by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product or a Shown Unit’s SC’s failure to timely or accurately submit Supply Plans in accordance with the Tariff and this Confirmation. The Parties shall use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs.
(c) If Seller fails to pay the foregoing damages, penalties, fines or costs, or fails to reimburse Purchaser for those damages, penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those damages, penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
6 (b) Purchaser shall notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two (2) Business Days before the Compliance Showing Deadline for each Showing Month for which Purchaser has resold the Product. (c) If CAISO or CPUC develops a centralized capacity market, Purchaser will have exclusive rights to offer, bid, or otherwise submit the Expected Contract Quantity of Product for re-sale in such market, and Purchaser shall have the right to retain and receive all revenues from such re-sale.

ARTICLE 3

PAYMENTS

3.1 Payment
Purchaser shall make a monthly payment to Seller for the Product by the later of (i) ten (10) calendar days after Purchaser’s receipt of Seller’s invoice (which may be given upon first day of the Showing Month) and (ii) the twentieth (20th) day of the Showing Month, and if such day is not a Business Day, the next following Business Day (“Monthly RA Capacity Payment”). The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Expected Contract Quantity for the Showing Month and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the Monthly RA Capacity Payment shall be adjusted to reflect any portion of Expected Contract Quantity for the Showing Month that was not delivered in accordance with Section 2.1 for such Showing Month.

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
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7 April 2023
7 (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller shall, or shall cause the Shown Unit’s SC to, within one (1) Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller shall schedule or cause the Shown Unit’s SC to schedule or make available to CAISO the Expected Contract Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Shown Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Purchaser is not liable for, and Seller shall indemnify and hold Purchaser harmless from, the failure of Seller or the Shown Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Shown Unit’s SC, owner, or operator for noncompliance.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Purchaser throughout the Delivery Period that:

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
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CCA to CCA RA Purchases and Sale
7 April 2023
8 (a) No part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) The Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product; (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit(s) during the Delivery Period does not exceed the Shown Unit’s Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for that Shown Unit;
(d) if applicable, Seller has notified either the Shown Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser; and
(e) Seller has notified or will notify the Shown Unit’s SC that Purchaser is entitled to the revenues set forth in Section 3.2(b), and such Shown Unit’s SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues.

ARTICLE 5

RESERVED
ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 Confidentiality
Each Party to this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.).

6.2 Change in Law

6.3 Governing Law
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
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9 Notwithstanding Section 24 of the WSPP Agreement, this Transaction 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.

6.4 Collateral
Notwithstanding any provision in the WSPP Agreement to the contrary, including Section 27, neither Party shall be required to post collateral or other security for this Transaction.

Each Party agrees that it shall have no rights and shall not make any claims, take any actions or assert any remedies against any of the other Party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of the other Party or the other Party’s constituent members, in connection with this Confirmation.]

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
10 “(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that is unable to generally pay its debts as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(c) Section 22.2(a) is deleted in its entirety replaced with the following:
“If an Event of Default shall have occurred and be continuing, the Non- Defaulting Party, upon written notice to the Defaulting Party, shall have the right to (i) suspend performance under any or all transactions under this Agreement; provided, however, in no event shall any such suspension continue for longer than ten (10) Business Days with respect to any single transaction, and (ii) exercise any remedy available at law or equity.”
(d) Section 22.2(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (e) Section 22.2(b) is amended by inserting the following as the penultimate paragraph in Section 22.2(b):
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section

9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.” DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
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11 (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to Dispute Resolution pursuant to Section

34.”
(i) Section 28.1 is applicable and the Parties shall net monthly payments in accordance with Exhibit A of the WSPP. Both Parties intend for the netting provisions of Exhibit A to the WSPP Agreement to be effective on the Confirmation Effective Date.
(j) Section 30.1 is amended by inserting “or requested” after the word “required” in Section 30.1(4) and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders, counsel, accountants, advisors and agents who have a need to know such information and have agreed to keep such terms confidential”.
(k) Subsections 34.1 and 34.2 are deleted and replaced with the following:
“34.1 INFORMAL DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS TRANSACTION, WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF A WRITTEN

NOTICE FROM EITHER PARTY IDENTIFYING SUCH DISPUTE, THE

PARTIES SHALL MEET, NEGOTIATE AND ATTEMPT, IN GOOD FAITH,

TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND
INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO RESOLVE A
DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER

RECEIPT OF SUCH NOTICE, THEN EITHER PARTY MAY SEEK ANY AND

ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, SUBJECT TO THE LIMITATIONS SET FORTH IN THIS TRANSACTION.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE

STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE
CONVENIENCE OF SUCH FORUM.”
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
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12 (l) In Section 34.4, the phrase “arbitration or” is deleted from the first line.

(m) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, FOR

BREACH OF ANY PROVISION OF THIS CONFIRMATION AGREEMENT

FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT AND THE AGREEMENT FOR THE BREACH, LIABILITY

FOR THE BREACH IS LIMITED AS SET FORTH IN THE PROVISION AND

ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE
WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION,

IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, THE DIRECT

DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT FOR THE BREACH, AND ALL OTHER REMEDIES FOR
DAMAGES AT LAW OR IN EQUITY ARE WAIVED. EXCEPT AS

OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY IS

LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INDIRECT

DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED

WITH LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF

GOODWILL) ARISING AT ANY TIME, WHETHER IN TORT (INCLUDING

THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR

ANY RELATED PERSON), WARRANTY, STRICT LIABILITY, CONTRACT OR STATUTE, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE.” (n) Section 37 is amended by inserting the following in the beginning thereof: “On the date of entering into this Confirmation,”.
(o) Section 41 “Witness” shall become Section 42 and the following “Standard of Review” Section shall be substituted in its place:
“The Parties agree as follows:

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
13 proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v.

6.7 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation as a PDF attachment to an email shall be the same as delivery of a manually executed signature page.

6.8 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.
[Signatures appear on the following page.]
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
14 AGREED AS OF THE EFFECTIVE DATE:

Central Coast Community Energy, a
California joint powers authority
Silicon Valley Clean Energy, a
California joint powers authority
By:

Name:

Title:

Approved as to form:

By: _______________________________
Name: _____________________________
Title: ______________________________
By:

Name:

Title: _____________________________
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC General Counsel
Brian Kimball
Robert M. Shaw
Chief Executive Officer
DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F Girish Balachandran
CEO
DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
x DocuSigned by:

At ^U(/
398728BE3&B342AT:
x DocuSigned by:
5CA64B9AC4O24C3.. .
x DocuSigned by:

Sc»4mA,
52E93BDFCEC04E0...

Appendix A - 1

APPENDIX A

DEFINED TERMS
“Alternate Capacity” means replacement Product which Seller has elected to provide to Purchaser in accordance with the terms of Section 2.3.
“CAISO” means the California ISO or the successor organization to the functions thereof. “Capacity Attributes” means attributes of the Shown Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Shown Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Shown Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showing Deadline” means, for each Showing Month, the Compliance Showing plan submission due date for such Showing Month. For illustrative purposes only, as of the Effective Date, the applicable Compliance Showing plan submission due dates are as follows: (A) forty-five (45) days prior to the Showing Month covered by the Supply Plan for the monthly Supply Plan; and (B) the last Business Day of October that is prior to commencement of the year for the annual Supply Plan, such dates may be modified by the CAISO from time to time throughout the Delivery Period.
“Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “Contingent Firm RA Product” has the meaning set forth in Article 1 herein. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“CPUC Filing Guide” is the document issued annually by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the CPUC’s resource adequacy program.
“Effective Flexible Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Expected Contract Quantity” means,with respect to any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, and (b) for Contingent DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Appendix A - 2
Firm RA Product, the Contract Quantity of Product for such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, less any reductions to Contract Quantity consistent with Section 2.2 with respect to which Seller has not elected to provide Alternate Capacity.
“FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Notification Deadline” is ten (10) Business Days before the Compliance Showing Deadline.

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Appendix A - 3
“PlannedOutage” means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. “Product” means RAR Attributes, Local RAR Attributes and FCR Attributes, each for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications contained in Appendix B. “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric power industry during the relevant time period in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the electric power industry in the Western United States. “RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s RAR.
“Replacement Unit” means a generating unit having the same capacity attributes as the Unit(s) originally identified in Appendix B hereof, including the same Resource Category, RAR Attributes, and, as applicable, LAR Attributes, FCR Attributes, and Flexible Capacity Category, and otherwise meeting the requirements specified Section 2.3 hereof. A Replacement Unit shall not utilize coal or coal materials as a source of fuel, must be a specific resource that is connected directly to the CAISO controlled grid, or be under the operational control of CAISO, and may not be an unspecified import.
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, not including Local RAR or FCR.
“Resource Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time.

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Appendix A - 4
“SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Substitute Capacity” has the meaning set forth in the Tariff for “RA Substitute Capacity”. “Swap Confirmation” means that certain WSPP Agreement Confirmation between Seller and Purchaser dated concurrently herewith, in which Seller is purchasing 33 MW of Product (as defined under such confirmation)] from Purchaser.
“Swap Reduction Option” has the meaning specified in Section 2.2(c). “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

“Unit” means the generation unit(s) described in Appendix B. “Unit EFC” means the lesser of the Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

“Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Additional Product Information (fill in all that apply):

CAISO Zone: _North_____
Resource Category (MCC Bucket): __4____
CPUC Local Area (if applicable): _N/A_____
Flexible Capacity Category (if applicable): ______

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Appendix B - 2
Unit 1, 9MWs
Unit Specific Information
Resource Name Arlington Energy Center II – BESS
Physical Location Blythe, CA
CAISO Resource ID SUNCAT_2_A2ABT2
SCID of Resource CPAA
Unit NQC by month (e.g., Jan=50,Feb=65): 132.00
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) LESR
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) SCE
Prorated Percentage of Unit Factor N/A
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4, (24/7 =No)

Unit 2, 24 MWs
Unit Specific Information
Resource Name
Physical Location
CAISO Resource ID ALT6DN_2_WIND7
SCID of Resource LSCE
Unit NQC by month (e.g., Jan=50,Feb=65):

Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Wind
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) SCE
Prorated Percentage of Unit Factor N/A
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4, (24/7 =No)
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Appendix B - 3
[Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]

APPENDIX C

NOTICE INFORMATION
Seller: Central Coast Community Energy Purchaser: Silicon Valley Clean Energy Authority
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Appendix C - 2
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Appendix D - 1

APPENDIX D

PLANNED OUTAGE SCHEDULE
Unit Name CAISO
Resource ID * Outage (MW)
SLIC
Outage
Start Date
SLIC
Outage
End Date

N/A N/A N/A N/A N/A
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 3523CAF4-8A5C-4FDC-969C-010BC6212A86 Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Central Coast Community Energy, a California joint powers authority (“Buyer”) and Silicon Valley Clean Energy, a California joint powers authority (“Seller”), and each individually a “Party” and together the “Parties”, dated as of April 7, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). This Transaction is governed by the WSPP Agreement dated August 26, 2022 (the “WSPP Agreement”). The WSPP Agreement and this Confirmation, including any applicable appendices, exhibits or amendments thereto, shall be collectively referred to herein as the “Agreement” and will constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff.

ARTICLE 1

Seller shall provide Purchaser with Product from the Unit in the amount of the Contract Quantity.

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). Seller’s obligation to deliver the Expected Contract Quantity of Product for the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, (i) monthly Supply Plans and (ii) annual Supply Plans if the Effective Date is prior to the year-ahead Compliance Showing Deadline applicable for the Showing Months specified in Appendix B, in accordance with the Tariff and CPUC requirements and no later than the initial Compliance Showing Deadline for such Showing Month, identifying and confirming the transfer of the Expected Contract Quantity of Product to Purchaser for each Showing Month. The total amount of Product identified and confirmed for such Showing Month shall equal the Expected Contract Quantity.
(d) Seller shall sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B, including the Resource Category and, if applicable, the Flexible Capacity Category. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the specific information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with Purchaser’s instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
3 Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section

Seller’s obligation to deliver the Contract Quantity for each day of each Showing Month may be reduced at Seller’s option in the event Purchaser fails to deliver, for any reason, the contract quantity of product set forth in Appendix B of the Swap Confirmation (such option, the “Swap Reduction Option”); provided, however, that (i) Seller’s obligation to deliver the Contract Quantity of Product may not be reduced by an amount greater than the contract quantity of product that Purchaser failed to deliver under the Swap Confirmation and (ii) that the Swap Reduction Option is subject to Seller providing written notice to Purchaser of such modification no later than three (3) Business Days before the initial Compliance Showing Deadline for such Showing Month. Seller’s rights under the Swap DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
4 Reduction Option are cumulative and in addition to Seller’s rights under the Swap Confirmation.

2.3 Seller’s Option To Provide Alternate Capacity
If Seller is unable to provide the full Contract Quantity for a Showing Month for any reason, including, without limitation, as provided in Section 2.2, or Seller desires to provide some or all of the Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Purchaser, provide Purchaser with replacement Product from one or more Replacement Units in an amount such that the total amount of Product provided to Purchaser from the Unit and any Replacement Unit(s) for each Showing Month is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Purchaser in writing of its intent to provide Alternate Capacity and shall identify the proposed Replacement Units from which such Alternate Capacity shall be provided no later than the Notification Deadline for Purchaser’s Compliance Showings related to such Showing Month;
(b) The proposed Replacement Units must (i) be accepted by the CAISO, and (ii) otherwise satisfy the requirements of this Agreement;
(c) Seller shall, or shall cause the SC to submit a Supply Plan that includes the Replacement Units for each Showing Month and, if applicable, annual filing, no later than the Notification Deadline for Purchaser’s Compliance Showings; and (d) If Seller does not comply with the requirements of Sections 2.3(a), (b) and (c) for the applicable Showing Month and, if applicable, annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product.

2.4 Planned Outages

Within ten (10) Business Days after Purchaser’s receipt of any Seller proposed changes, Purchaser shall notify Seller in writing of any reasonable requests for modifications to such Seller proposed changes, and Seller shall, to the extent consistent with Prudent Operating Practice, accommodate DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
5 Purchaser’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

2.5 Purchaser’s Remedies for Seller’s Failure to Deliver Expected Contract Quantity (a) If Seller fails to deliver any part of the Expected Contract Quantity as required herein for any Showing Month, Seller shall be liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein.
(b) Seller shall indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, assessed against Purchaser by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product or a Shown Unit’s SC’s failure to timely or accurately submit Supply Plans in accordance with the Tariff and this Confirmation. The Parties shall use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs.
(c) If Seller fails to pay the foregoing damages, penalties, fines or costs, or fails to reimburse Purchaser for those damages, penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those damages, penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
6 (b) Purchaser shall notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two (2) Business Days before the Compliance Showing Deadline for each Showing Month for which Purchaser has resold the Product. (c) If CAISO or CPUC develops a centralized capacity market, Purchaser will have exclusive rights to offer, bid, or otherwise submit the Expected Contract Quantity of Product for re-sale in such market, and Purchaser shall have the right to retain and receive all revenues from such re-sale.

ARTICLE 3

PAYMENTS

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
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7 (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller shall, or shall cause the Shown Unit’s SC to, within one (1) Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Purchaser throughout the Delivery Period that:

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
8 (a) No part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) The Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product; (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit(s) during the Delivery Period does not exceed the Shown Unit’s Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for that Shown Unit;
(d) if applicable, Seller has notified either the Shown Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser; and
(e) Seller has notified or will notify the Shown Unit’s SC that Purchaser is entitled to the revenues set forth in Section 3.2(b), and such Shown Unit’s SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues.

ARTICLE 5

RESERVED
ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 Confidentiality
Each Party to this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.).

6.2 Change in Law

6.3 Governing Law
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
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9 Notwithstanding Section 24 of the WSPP Agreement, this Transaction 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.

6.4 Collateral
Notwithstanding any provision in the WSPP Agreement to the contrary, including Section 27, neither Party shall be required to post collateral or other security for this Transaction.

DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
10 “(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that is unable to generally pay its debts as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(c) Section 22.2(a) is deleted in its entirety replaced with the following:
“If an Event of Default shall have occurred and be continuing, the Non- Defaulting Party, upon written notice to the Defaulting Party, shall have the right to (i) suspend performance under any or all transactions under this Agreement; provided, however, in no event shall any such suspension continue for longer than ten (10) Business Days with respect to any single transaction, and (ii) exercise any remedy available at law or equity.”
(d) Section 22.2(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (e) Section 22.2(b) is amended by inserting the following as the penultimate paragraph in Section 22.2(b):
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section

9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.” DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
11 (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to Dispute Resolution pursuant to Section

IN THE EVENT OF ANY DISPUTE ARISING UNDER THIS TRANSACTION, WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF A WRITTEN

NOTICE FROM EITHER PARTY IDENTIFYING SUCH DISPUTE, THE

PARTIES SHALL MEET, NEGOTIATE AND ATTEMPT, IN GOOD FAITH,

TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND
INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO RESOLVE A
DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER

RECEIPT OF SUCH NOTICE, THEN EITHER PARTY MAY SEEK ANY AND

ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, SUBJECT TO THE LIMITATIONS SET FORTH IN THIS TRANSACTION.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE

STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE
CONVENIENCE OF SUCH FORUM.”
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
12 (l) In Section 34.4, the phrase “arbitration or” is deleted from the first line.

(m) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, FOR

BREACH OF ANY PROVISION OF THIS CONFIRMATION AGREEMENT

FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT AND THE AGREEMENT FOR THE BREACH, LIABILITY

FOR THE BREACH IS LIMITED AS SET FORTH IN THE PROVISION AND

ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE
WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION,

IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, THE DIRECT

DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT FOR THE BREACH, AND ALL OTHER REMEDIES FOR
DAMAGES AT LAW OR IN EQUITY ARE WAIVED. EXCEPT AS

OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY IS

LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INDIRECT

DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED

WITH LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF

GOODWILL) ARISING AT ANY TIME, WHETHER IN TORT (INCLUDING

THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 April 2023
13 proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v.

6.8 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.
[Signatures appear on the following page.]
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
14 AGREED AS OF THE EFFECTIVE DATE:

Central Coast Community Energy, a
California joint powers authority
Silicon Valley Clean Energy, a
California joint powers authority
By:

Name:

Title:

Approved as to form:

By: _______________________________
Name: _____________________________
Title: ______________________________
By:

Name:

Title: _____________________________
DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC Brian Kimball
General Counsel
Robert M. Shaw
Chief Executive Officer
DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F Girish Balachandran
CEO
DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
x DocuSigned by:

At ^U(/
398728BE3&B342AT:
x DocuSigned by:
5CA64B9AC4O24C3.. .
x DocuSigned by:

Sc»4mA,
52E93BDFCEC04E0...

Appendix A - 1

APPENDIX A

DEFINED TERMS
“Alternate Capacity” means replacement Product which Seller has elected to provide to Purchaser in accordance with the terms of Section 2.3.
“CAISO” means the California ISO or the successor organization to the functions thereof. “Capacity Attributes” means attributes of the Shown Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Shown Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Shown Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showing Deadline” means, for each Showing Month, the Compliance Showing plan submission due date for such Showing Month. For illustrative purposes only, as of the Effective Date, the applicable Compliance Showing plan submission due dates are as follows: (A) forty-five (45) days prior to the Showing Month covered by the Supply Plan for the monthly Supply Plan; and (B) the last Business Day of October that is prior to commencement of the year for the annual Supply Plan, such dates may be modified by the CAISO from time to time throughout the Delivery Period.
“Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “Contingent Firm RA Product” has the meaning set forth in Article 1 herein. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“CPUC Filing Guide” is the document issued annually by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the CPUC’s resource adequacy program.
“Effective Flexible Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Expected Contract Quantity” means,with respect to any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, and (b) for Contingent DocuSign Envelope ID: 675E441E-FFB6-4A5D-BD04-CE4ECF6BC8BC DocuSign Envelope ID: CAB1A2A9-D889-4EA9-A066-09703AFBE52F DocuSign Envelope ID: 98C8FBCF-347A-45CA-AC34-DD3DC56B0C1B Appendix A 3CE
Appendix A - 2
Firm RA Product, the Contract Quantity of Product for such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, less any reductions to Contract Quantity consistent with Section 2.2 with respect to which Seller has not elected to provide Alternate Capacity.
“FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Notification Deadline” is ten (10) Business Days before the Compliance Showing Deadline.

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Appendix A - 3
“PlannedOutage” means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. “Product” means RAR Attributes, Local RAR Attributes and FCR Attributes, each for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications contained in Appendix B. “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric power industry during the relevant time period in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the electric power industry in the Western United States. “RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s RAR.
“Replacement Unit” means a generating unit having the same capacity attributes as the Unit(s) originally identified in Appendix B hereof, including the same Resource Category, RAR Attributes, and, as applicable, LAR Attributes, FCR Attributes, and Flexible Capacity Category, and otherwise meeting the requirements specified Section 2.3 hereof. A Replacement Unit shall not utilize coal or coal materials as a source of fuel, must be a specific resource that is connected directly to the CAISO controlled grid, or be under the operational control of CAISO, and may not be an unspecified import.
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, not including Local RAR or FCR.
“Resource Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time.

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Appendix A - 4
“SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Substitute Capacity” has the meaning set forth in the Tariff for “RA Substitute Capacity”. “Swap Confirmation” means that certain WSPP Agreement Confirmation between Seller and Purchaser dated concurrently herewith, in which Seller is purchasing 33 MW of Product (as defined under such confirmation)] from Purchaser.
“Swap Reduction Option” has the meaning specified in Section 2.2(c). “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

“Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.

Additional Product Information (fill in all that apply):

CAISO Zone: _North_____
Resource Category (MCC Bucket): __4____
CPUC Local Area (if applicable): _N/A_____
Flexible Capacity Category (if applicable): ______

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Appendix B - 2
Unit 1, 29 MWs
Unit Specific Information
Resource Name High Desert Power Project Aggregate
Physical Location Victorville, CA
CAISO Resource ID HIDSRT_2_UNITS
SCID of Resource TS30
Unit NQC by month (e.g., Jan=50,Feb=65): 830
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Natural Gas Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) SCE
Prorated Percentage of Unit Factor N/A
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 (24/7 = Yes)

Unit 2, 4 MWs
Unit Specific Information
Resource Name GEYSERS UNIT 18 (HEALDSBURG)
Physical Location Healdsburg, CA
CAISO Resource ID GEYS18_7_UNIT18
SCID of Resource TBD
Unit NQC by month (e.g., Jan=50,Feb=65): 72
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Geothermal Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) PG&E
Prorated Percentage of Unit Factor N/A
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 (24/7 = Yes)
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Appendix B - 3
[Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]

APPENDIX C

NOTICE INFORMATION
Seller: Central Coast Community Energy Purchaser: Silicon Valley Clean Energy Authority
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Appendix C - 2
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Appendix D - 1

APPENDIX D

PLANNED OUTAGE SCHEDULE
Unit Name CAISO
Resource ID * Outage (MW)
SLIC
Outage
Start Date
SLIC
Outage
End Date

N/A N/A N/A N/A N/A
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BETM–SVCE RA Confirmation Amendment 5

FIFTH AMENDMENT
to the

EEI RESOURCE ADEQUACY CONFIRMATION
between

BOSTON ENERGY TRADING AND MARKETING LLC
and

SILICON VALLEY CLEAN ENERGY AUTHORITY
THIS FIFTH AMENDMENT TO THE EEI RESOURCE ADEQUACY CONFIRMATION (this “Amendment”), is made and entered into as of April 7, 2023 (this “Effective Date”), by and between Boston Energy Trading and Marketing LLC (“BETM”) and Silicon Valley Clean Energy Authority (“SVCE”) (each individually as a “Party” and collectively the “Parties”).

RECITALS
WHEREAS, BETM and SVCE entered into that certain EEI Resource Adequacy Confirmation, dated as of September 15, 2020, as amended October 5, 2021, as amended July 7, 2022, as amended October 5, 2022, and as amended January 18, 2023 (the “Agreement”); and WHEREAS, the Parties hereby represent that the Agreement is in full force and effect as of the Effective Date; and
WHEREAS, the Parties desire to modify the Agreement to document Alternate Capacity terms; NOW THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the Parties agree as follows:

B. Miscellaneous:

1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall the meanings specified for such terms in the Agreement.

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2 2. Entire Agreement. This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto.

3. Restatement. Except for any amendment to the Agreement made pursuant to this Amendment, all terms and conditions of the Agreement will continue in full force and effect in accordance with the provisions on the date of this Amendment.

4. Counterparts. This Amendment may be executed in multiple counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. The delivery of an executed counterpart to this Amendment by facsimile or other electronic means (including via email) shall be effective as the delivery of a manually executed counterpart.

5. Execution. Each Party agrees to provide evidence reasonably satisfactory to the other party of the authority and genuine signature of the individual signing this Amendment.

6. Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.

7. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of California (without reference to choice of law doctrine). [Signatures on following page]
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3 IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Amendment as of the date and year first above written.

BOSTON ENERGY TRADING AND MARKETING LLC
By:

Name: Reem Fahey
Title: CEO

SILICON VALLEY CLEAN ENERGY AUTHORITY
By:

Name: Girish Balachandran
Title: CEO
Legal Approval
Reem Fahey (Apr 10, 2023 11:15 EDT)
Reem Fahey
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C
—DocuSigned by:
4 ATTACHMENT 1

REPLACEMENT UNIT DESIGNATION
Parties agree that the following table is added to APPENDIX B of the Agreement:

Designation of Alternate Capacity
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BETM SVCE Amend 5 04062023 final
Final Audit Report 2023-04-10
Created: 2023-04-10
By:

Status: Signed
Transaction ID:

DocuSign Envelope ID: F80BD2E7-F1DD-45AF-BD3A-113B20809AB1 DocuSign Envelope ID: 50D1EE02-13C0-4807-A8DC-6BDF93F0DB50 Appendix A
Q
BETM
Adobe Acrobat Sign
Execution Version
RECITALS:

1. DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG

CONFIRMATION
Reference:

Master Power Purchase and Sale Agreement
Between Morgan Stanley Capital Group Inc. (“Seller”)
And
Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”) dated: November 23, 2016
Transaction Date: April 4, 2023 (the “Effective Date”)
WHEREAS, pursuant to California Public Utilities Code Sections 366.1, et. seq., Buyer has been registered as a Community Choice Aggregator (the “CCA”); WHEREAS, Buyer is a California joint powers authority, which has established Silicon Valley Clean Energy Authority for purposes of delivering CCAservice to certain customerslocated within the County of Santa Clara;
WHEREAS, pursuant to California Public Utilities Code Section 366.2, Buyer submitted Buyer’s CCA Implementation Plan and Statement of Intent (“Implementation Plan”) to the CPUC; WHEREAS, the CPUC certified the Implementation Plan on September 27, 2016; WHEREAS, Seller and Buyer desire to set forth the terms and conditions pursuant to which Seller shall supply the Product to Buyer, and Buyer shall take and pay for such supply of Product subject to satisfaction of the conditions herein; and NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Confirmation and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

DEFINITIONS. Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“ACS” means “asset-controlling supplier” as that term is defined in the Cap and Trade Regulations.
“Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorizationjudgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Project(s), or the terms of the Agreement.
2 CAISO Tariff
Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

Change in Law has the meaning set forth in Section 2.2 hereof.

DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
“CAISO” meansthe California Independent System Operator Corporation or the successor organization to the functions thereof.
‘ ” means the California Independent System Operator Corporation "‘California RPS” or '‘California Renewables Portfolio Standard’’’ means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub.

Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.ll-01-025, D.l1-12-020, D.l1-12-052, D.12-06-038 and D.14-12-023, and as may be modified by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively) promulgated by the California Air Resources Board of the California Environmental Protection Agency pursuant to the California Global Warming Solutions Act of 2006. “Category 1 Renewable” means Renewable Energy that satisfies the requirements of Section 399.16(b)(1) of the California Public Utilities Code, as applicable to the REC Vintage transferred hereunder.
“CEC” means the California Energy Commission.
55 “Commercially Reasonable Efforts” for the purposes of this Confirmation, “commercially reasonable efforts” or acting in a “commercially reasonable manner” shall not require a Party to undertake extraordinary or unreasonable measures.
“Compliance Obligation” has the meaning set forth by the Cap and Trade Regulations. “CPUC” means the California Public Utilities Commission. “Customers” means the residential, commercial, industrial, and all other retail end use customers that have not opted out of the Silicon Valley Clean Energy Program, as designated from time to time by Buyer as being served by Buyer within the jurisdictional boundaries of the County of Santa Clara.
“Delivery Period” shall be the period beginning on the Start Date and ending on the End Date, as set forth in Section 3 below.
“Delivery Point” has the meaning set forth in Section 4 hereof. 3 electrical energy, measured in MWh
Inter-SC Trade IST has the meaning set forth in the Tariff.

Prudent Industry Practices
(including those that would be implemented and followed by a prudent operator of generating facilities similar to the Project(s) in the United States during the relevant time period) that, in the exercise of reasonable judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result, giving due regard to ractual obligations, the requirements or
guidance of Governmental Authority, including CAISO, Applicable Law , the requirements of insurers, good business practices, economy, efficiency, reliability, and safety. Prudent Industry Practices shall not be limited to the optimum practice, method, technique or standard to the DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
“Effective Date” has the meaning set forth in the Reference Section at the beginning of this Confirmation.
“Eligible Renewable Energy Resource” or “ERR” means an Eligible Renewable Energy Resource as such term is defined in Public Utilities Code Section 399.12 or Section 399.16. “Energy” means
“Exhibits” shall be those certain Exhibits, which are attached hereto and made a part hereof. “FERC” means the Federal Energy Regulatory Commission.
“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.
“Governmental Authority” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement.
“Implementation Plan” has the meaning set forth in the Recitals hereof. 66 99 66 99
“Mandatory Reporting Rule” means the regulations entitled Mandatory Greenhouse Gas Emissions Reporting set forth in Article 2 of Subchapter 10 of Title 17 of the California Code of Regulations.
“MW” means megawatt.
“MWh” means megawatt-hour.
“PG&E” means the Pacific Gas and Electric Company, its successors and assigns. “Product” has the meaning set forth in Section 2.1 hereof. “Project” shall mean the Eligible Renewable Energy Resource(s) used to provide Renewable Energy hereunder.
“ ” means any of the practices, methods, techniques and standards manufacturers’ warranties and recommendations, cont
(s)
4 exclusion of all others, but rather shall be a range of possible practices, methods, techniques or standards.

RPS Adjustment
importer authorized by and calculated in accordance with section 95852 (b)(4) of the Cap and Trade Regulations and section 95111(b)(5) of the Mandatory Reporting Rule. trail or equivalent, including a tradable commodity system, that provides commercial verification of the power source
trail or equivalent, including a tradable commodity
system, that provides commercial verification that the electricity has been sold once and only once.

DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
“REC Vintage” means the date of Energy generation found on a WREGIS Certificate. '‘Renewable Energy” means Energy and associated Renewable Energy Credits generated by an Eligible Renewable Energy Resource where the source of power is wind, solar or hydroelectric.
“Renewable Energy Contract Price” shall mean the price ($/REC) to be paid by Buyer to Seller for Renewable Energy delivered hereunder, as set forth on Exhibit A. “Renewable Energy Contract Quantity” shall mean the quantity of RECs to be delivered by Seller to Buyer hereunder, asset forth on Exhibit A. Such Renewable Energy Contract Quantity, shall be comprised of (i) Minimum Renewable Energy Quantity and (ii) Optional Incremental Renewable Energy Quantity, if any.
“Renewable Energy Credits” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision D.08-08-028, as applicable to the specific REC Vintage(s) transferred hereunder.
“ ” means the reduction in the Compliance Obligation of an electricity “Security Documents” has the meaning set forth in the Master Agreement. “Silicon Valley Clean Energy Program” means the community choice aggregation program operated by Buyer.
“Specified Sources of Power” means electricity that is traceable to a specific generation source by any auditable contract
“Tariff1 means the tariff and protocol provisions, including any current CAlSO-published “Operating Procedures” and “Business Practice Manuals,” as amended, supplemented or replaced by CAISO from time to time.
“Unspecified Sources of Power” means electricity that is not traceable to a specific generation source by any auditable contract
“WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate” means “Certificate” as defined by WREGIS in the WREGIS Operating Rules.
5 2.

2.1 Seller Delivery Obligation. Throughout the Delivery Period, Seller shall sell and deliver or make available, or cause to be sold and delivered or made available to Product which is comprised of the quantity of Renewable Energy (Category 1 Renewable) specified in Section 7.

2.2 2.3
DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
“WREGIS Operating Rules” means the operating rules and requirements adopted by WREG1S.

PRODUCT.

Buyer, the “ ,”
Change in Law.

If due to any action by the CPUC or any Governmental Authority, or any change in Applicable Law (a “Change in Law”) occurring after the Effective Date that results in material changes to Buyer’s or Seller’s obligations with regard to the Products sold hereunder and that has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the implementation of this Confirmation becomes impossible or impracticable, or otherwise modifies the California RPS or language required to conform to the California RPS, the Parties shall work in good faith to try and revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of Products sold hereunder or Buyer’s compliance with California RPS obligations in order to maintain the original intent of the Parties under this Confirmation. In the event the Parties cannot reach agreement on any such amendments to this Confirmation within sixty (60) days following the Change in Law, to the extent practicable and lawful, Seller shall perform its obligations hereunder with regard to any Product hereunder or compliance with California RPS obligations in accordance with theApplicable Law immediately prior to the Change in Law; provided, however, that notwithstanding the foregoing or anything to the contrary herein, Seller shall not be obligated to perform any obligation hereunder to the extent that doing so would cause Seller to be materially adversely affected. These Change in Law provisions are independent of those set forth in the RPS Standard Terms and Conditions below.

RPS Standard Terms and Conditions.

STC6: Eligibility
Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Period 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 causesthis 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. 6 STC 17: Applicable Law
This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement.

2.4 Resources. For Renewable Energy delivered under this Confirmation, Seller shall use Specified Sources of Power, as further detailed in Exhibit A; provided however, Seller may designate additional Specified Sources of Power upon 5 (five) days written notice to Buyer thereof; provided further any such additional Specified Sources of Power shall meet the requirement of Renewable Energy as defined herein. No Energy delivered under this Confirmation shall be procured from unit-specific sources that are nuclear or coal-fired resources.

2.5 DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
STC REC-1: Transfer of Renewable Energy Credits
Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Period of this Agreement the renewable energy creditstransferred 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-2: Tracking of RECs in WREGIS
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 this contract.

The Energy supplied in
connection with any Renewable Energy shall comply with applicable California RPS requirements for such Product.

Delivery of WREGIS Certificates. Throughout the Delivery Period, following generation of the Renewable Energy by the Project(s), Seller shall, at its sole expense, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with the Renewable Energy Contract Quantity are issued and tracked for purposes ofsatisfying the requirements of the California Renewables Portfolio Standard for Buyer. 7 2.6 Retirement of RECs. Buyer agrees to retire the RECs purchased from Seller hereunder no later than four months after the year in which such RECs are produced in accordance with Title 17 CCR Section 95852(b)(3)(D) and to provide Seller with the WREGIS retirement report.

2.7. Additional Terms and Conditions
(1) Seller Representations and Warranties: Seller represents and warrants:
(a) Seller has not sold the Product or any Program Attributes of the Product to be transferred to Buyer to any other person or entity; (b) For the sale of Renewable Energy, Seller receives compensation directly from the CAISO for energy imported or scheduled to the CAISO in real- ; and
DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
Seller shall comply with all Applicable Law, including, without limitation, the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. The Parties acknowledge and agree that, as of the Effective Date, the WREGIS Certificates associated with the Renewable Energy Contract Quantity for a month are not available for transfer to Buyer until approximately ninety (90) days after the end of such month. Seller shall transfer such WREGIS Certificates in a timely manner after such WREGIS Certificates are available for transfer to Buyer for Buyer’s sole benefit.

Upon receiving written or electronic confirmation from WREGIS that a transfer order has been initiated by Seller, Buyer shall confirm such transfer order in WREGIS within fourteen (14) days to the extent that the WREGIS Certificates included in such transfer conform to the specifications reflected in this Confirmation. In the event that certain WREGIS Certificates fail to conform to the applicable California RPS requirements or WREGIS specifications reflected in this Confirmation, Buyer shall be entitled to reject the transfer of any non-conforming WREGIS Certificates and Seller shall replace the non-conforming WREGIS Certificates with an equivalent amount of WREGIS Certificates of the same REC Vintage and that meet the applicable California RPS requirements or WREGIS specifications reflected in this Confirmation;
Upon either Party’s receipt of notice from WREGIS that a transfer of WREGIS Certificates was not recognized, that Party will immediately notify the other Party, providing a copy of such notice, and both Parties will cooperate in taking such actions as are necessary and commercially reasonable to cause such transfer to be recognized and completed. Each Party agrees to provide copies of its applicable reports to the extent reasonably necessary for WREGIS to verify the accuracy of any fact, statement, charge or computation made pursuant hereto if requested by the other Party.
time on Buyer’s behalf
8 (c) If and to the extent that the Renewable Energy sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (iv) below as of the Effective Date and throughout the Delivery Period:
i. The original upstream third party contract(s) meets the criteria of California Public Utilities Code Section
399.16(b)(1)(A);
ii. This Agreement transfers only Renewable Energy that has not yet been generated prior to the later of the Effective Date or the Delivery Period;
iii. The Energy transferred hereunder is transferred to Buyer in real time; and
iv. If the Project has an agreement to dynamically transfer electricity to a California balancing authority, the
transactions implemented under this Agreement are not
contrary to any condition imposed by a balancing authority participating in the dynamic transfer arrangement.

3. April 4, 2023 December 31, 2023

4. CAISO or a California
Balancing Authority
inside the California
State boundaries

5. SCHEDULING. Seller will perform all scheduling requirements applicable to the transaction(s) contemplated under this Confirmation. All scheduling shall be performed consistent with all applicable CAISO and WECC prevailing protocols. The Energy DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
DELIVERY PERIOD. This Confirmation shall be in full force and effect as of the Effective Date. The terms set forth herein shall apply from the Start Date through the End Date, which entire period will comprise the Delivery Period. This Confirmation shall terminate on the date on which both Parties have completed the performance of their obligations hereunder, unless earlier terminated pursuant to the terms hereof.

Start Date: End Date:

DELIVERY POINT.

Product Delivery Point
Renewable Energy
will
9 (IST). Unless
otherwise mutually agreed between the Parties, Renewable Energy will be scheduled to the applicable delivery point without (an) IST

6. . 7.
ch Renewable Energy. Renewable Energy under this
contract must be both (a) PCC1-eligible and (b) on the CRS attestation list for Green-E or produced by one or more renewable generating facilities that have a valid Green-E Energy Generator attestation on file (with an expiration date occurring on or after the final date of deliveries associated with the prospective transaction. Generators will be using fuel sources of either Wind or Solar as specified in Exhibit A.

8. MONTHLY BILLING SETTLEMENT. 8.1
n

9. 10.

Energy
Energy ; provided, however, that Buyer shall
remain responsible to pay Seller for the Contract Quantities represented in Exhibit A.

DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
be scheduled to Buyer on a Day-Ahead basis using an Inter-SC Trade PRICING.

Renewable Energy Contract Price and Payment. For each month during the Delivery Period, Buyer will pay Seller an amount equal to: a) the applicable Renewable Energy Contract Price as specified in Exhibit A multiplied by the portion of the Renewable Energy Contract Quantity delivered by Seller as evidenced by the quantity of WREGIS Certificates in Seller’s WREGIS account that are available for transfer to Buyer. Seller shall transfer RECs associated with the applicable Renewable Energy Contract Quantity to Buyer through WREGIS within five (5) days of receipt of payment from Buyer CONTRACT QUANTITIES.

Renewable Energy. Renewable Energy Contract Quantities and Renewable Energy Contract Prices pursuant to this Confirmation relate to the quantities set forth in Exhibit A.

The Renewable Energy sold by Seller to Buyer shall also include any and all Renewable Energy Credits associated with su
Monthly Invoice Timeline. Seller agrees to use commercially reasonable efforts to deliver each monthly invoice to Buyer no later than the fifteenth (15th) day of each month for the previous calendar month. The Parties hereby agree that all invoices u der this Confirmation shall be due and payable on the twenty-fifth (25th) day of the month following the month in which Seller delivered such invoice, provided that if such day is not a Business Day, then such invoice will be due and payable on the next Business Day that occurs after the twenty-fifth (25th) day of the month.

COMPLIANCE REPORTING. Buyer shall be responsible for submitting compliance reports to the CPUC and/or other Governmental Authorities on its own behalf and will require resource information, electronic tagging information, and other documentation to be provided by Seller. Seller shall provide all reasonable information to Buyer necessary for Buyer to timely comply with periodic compliance reporting requirements and as otherwise required by Applicable Law with respect to any Product.

NO RESTRICTION. Nothing in this Confirmation shall limit Buyer’s ability to develop its own generation facilities or prevent Buyer from purchasing from other parties or prevent Seller from selling to other parties
10 11.

12. 12.1
(a) Annual Reports. The following report shall be provided by Buyer to Seller be
financial reports consisting of, at a minimum, statement of revenues, expenses and changes in fund net assets, statement of net assets, and statement of cash flows on a consolidating basis (as applicable), each as prepared in accordance with generally accepted accounting principles and audited by an independent certified public accountant.

DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
STANDARD OF CARE AND GOOD FAITH. When performing its obligations hereunder, Seller shall act in good faith and shall perform all work in a manner consistent with Prudent Industry Practices.

SECURITY PROVISIONS.

Buyer Reporting Requirements. During the entire period this Confirmation remains in effect, Buyer shall provide Seller with the report(s) required below and shall also provide Seller with any clarifications requested regarding such report(s) and such other information that Seller reasonably requests regarding Buyer’s financial performance, Buyer’s performance of its obligations under this Confirmation or the ongoing viability of the CCA.
not later than 180 days following the end of Buyer’s fiscal year, shall with regard to such previous fiscal year and shall be as follows: Buyer’s This Confirmation is being provided pursuant to and in accordance with the Master Power Purchase and Sale Agreement dated November 23, 2016 (the “Master Agreement”) between Buyer and Seller, and constitutes part of and issubject to the terms and provisions of such Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in the Master Agreement. This Confirmation and the Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively be referred to as the “Agreement.

Sign:

Print:

Title:

Sign:

Print:

Title:

Katie Martin
Vice President
DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
This Confirmation is subject to the Exhibits identified below and that are attached hereto:

Exhibit A -Renewable Energy Contract Quantity and Price Schedule

MORGAN STANLEY CAPITAL GROUP
INC.

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
—DocuSigned by:
—A88F1DF02E8F467..

Amrit Singh
CFO and Director of Admin Services
33409654v1
Category 1 Renewable
DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
Exhibit A
Renewable Energy Contract Quantity and Price Schedule and Specified Sources 1 Unit Name State Technology E RPSID EIA Code WREGISID
Sagebrush Power Partners, LLC Washington Wind 60939A 56858 W1876 Harvest Wind Project Washington Wind 60857A 57152 W1306

Silicon Valley Clean Energy Board of DirectorsMay 10, 2023

Silicon Valley Clean Energy Board of Directors
May 10, 2023