Agenda packet, first session — Silicon Valley Clean Energy Board of Directors, June 14, 2023 (part 3 of 4)

WAIVED.

25. Collateral

25.1. Except as expressly set forth in this Agreement, neither Party:
a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever; nor b) shall be deemed to have reasonable grounds for insecurity with respect to the performance or creditworthiness of the other Party.

25.2. Furthermore, each Party hereby waives and disclaims any and all implied rights relating to financial assurances arising from the Uniform Commercial Code or any other code, statute, governmental regulation or court ruling applying similar doctrines.

26. Change in Law

26.1. “Change in Law” means the adoption or change of any law, rule or regulation or in the interpretation or application thereof by any governmental authority between the Date of Agreement and the Delivery Date, which materially impacts the General Agreement and/or one or more Individual Contracts which is/are in force at the date the Change in Law occurs.

26.2. In case of a Change in Law, the Parties agree to use reasonable efforts to amend this General Agreement and/or the affected Individual Contracts as necessary to take account of such Change in Law so that this General Agreement and/or the affected Individual Contracts may continue in full force and effect and the Parties may lawfully comply with their obligations hereunder.

26.3. In the event that the Parties are not able to reach an agreement within 30 (thirty) Business Days of such Change in Law, either Party may terminate this General Agreement and/or the affected Individual Contracts by giving written notice to the other Party. A termination of this Agreement in accordance with this clause shall be without prejudice to the rights and obligations of the Parties in respect of the Individual Contracts that are not affected by Change in Law, and without prejudice to and rights and obligations accrued or arising prior to termination of this Agreement. The risk of Change in Law after the Delivery Date shall be borne by the Buyer. No right of termination of this General Agreement and/or Individual Contracts shall exist in such case. Seller shall be entitled to keep any payment made by Buyer made under (an) Individual Contract(s) in respect of those Certificates which have already been transferred.

27. Forward Agreement
Each Party agrees that (a) this contract is a “forward contract” within the meaning of the United States Bankruptcy Code, (b) the remedies identified in this Agreement shall be “contractual rights” as provided for in 11 U.S.C. § 556 (as such provision may be amended from time to time) and (c) this Agreement meets the criteria for an exclusion from the definition of “swap” set forth in 7 U.S.C. §1(a)(47(B)(i) or (ii) (as such provision may be amended from time to time).

28. No Third Party Beneficiaries
Nothing herein is intended or should be construed to create any rights of any kind whatsoever in third persons not parties to this Agreement.
29 No Recourse to Members of Buyer
Silicon Valley Clean Energy Authority is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Silicon Valley Clean Energy Authority will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. STX Commodities, LLC will have no rights and will not make any claims, take any actions or assert any remedies against any of Silicon Valley Clean Energy Authority’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Silicon Valley Clean Energy Authority or Silicon Valley Clean Energy Authority's constituent members, in connection with this Agreement.

30. Counterparts
This Agreement 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 DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities

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as originals under this Agreement. Delivery of an executed signature page of this Agreement by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

31. Entire Agreement; No Oral Agreements or Modifications This Agreement 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 written document executed by both Parties, and no amendment or modification to this transaction shall be enforceable except through a written document executed by both Parties.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the Effective Date.

STX Commodities, LLC Silicon Valley Clean Energy Authority ______________________ ______________________
Name: Name: Girish Balachandran
Title: Title: Chief Executive Officer
DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E Tim Pabst Managing Director
DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
x DocuSigned by:
5CA64B9AC4C24C3...

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Annex 1 [for reference purposes only]
Individual Contract
This Individual Contract evidences the terms of the binding agreement between Seller and Buyer (as specified below) regarding the sale and purchase of Certificates. This Individual Contract is subject to, supplements and forms part of the General Agreement on sale and purchase of Certificates entered into between the Parties (“General Agreement”).

1. Deal date [deal date]

2. Reference Number Seller [reference]
Buyer [reference]
Seller Company [account]
Address [account address]
Contact person [contact person]
Phone [phone number]
Email [email address]
Invoice address [account address]
Bank account details [bank details]
SWIFT: [bank details]
IBAN: [bank details]
Registry account no [registry account]
Buyer Company [account]
Address [account address]
Contact person [contact person]
Phone [phone number]
Email [email address]
Invoice address [account address]
Bank account details [bank details]
SWIFT: [bank details]
IBAN: [bank details]
Registry account no [registry account]

5. Product Type of Certificate [product]
Technology [technology]
Label [label]
Production domain [production domain]
Production support [Not specified/ No support]

6. Transfer/ Redemption [Transfer] or [Redemption]
DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities

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7. Quantity, Price, Production period, Delivery date, Payment date Quantity Price Production period Delivery date Payment date $volume
$unit
$price $currency/ $unit $production_period $delivery_date $payment_days days after delivery

8. Comment terms [comment terms]
In case of any objections, please contact us immediately.

STX Commodities, LLC [name counterparty]
_____________________ ______________________
Name Name:

Title: Title:

DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
Certificate Of Completion
Record Tracking
Signer Events Signature Timestamp
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/2/2023 8:57:45 PM
Certified Delivered Security Checked 5/2/2023 9:37:09 PM Signing Complete Security Checked 5/2/2023 9:37:14 PM
Completed Security Checked 5/2/2023 9:37:14 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
DocuSign

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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 7/23/2021 12:41:44 AM Parties agreed to: Tim Pabst
DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
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DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
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DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities

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Annex 1
Confirmation of Individual Contract: Renewable Energy Certificate (REC) US This Confirmation evidences the terms of the binding agreement between Seller and Buyer (as specified below) regarding the transaction described in this Confirmation. This Confirmation is subject to the General Agreement regarding the sale and purchase of Certificates entered into between the Parties (the General Agreement and Confirmation, together are referred to as “the Agreement”). In the event of a conflict between the General Agreement and the Confirmation, the terms of the Confirmation shall govern.

6. Transfer or redemption: Transfer

8. California RPS Standard Terms and Conditions
a. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the California Energy Commission (“CEC”) as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in California Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6] b. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Period of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent DocuSign Envelope ID: 5A718B8B-F2B1-460F-9371-77734912086D DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities

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decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1] c. 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. [STC REC-2] d. 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. [STC 17]

9. Notwithstanding any other provision of the Agreement, this Confirmation may be entered into only by a written document executed by both Parties, and no amendment or modification to this Confirmation shall be enforceable except through a written document executed by both Parties.

10. Comment terms N/ A
DocuSign Envelope ID: 5A718B8B-F2B1-460F-9371-77734912086D DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities

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IN WITNESS WHEREOF, the Parties have signed this Confirmation effective as of the Effective Date.

STX Commodities LLC Silicon Valley Clean Energy Authority Name: Tim Pabst Name: Girish Balachandran
Title: Managing Director Title: Chief Executive Officer DocuSign Envelope ID: 5A718B8B-F2B1-460F-9371-77734912086D DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
> DocuSigned by:
5CA64B9AC4C24C3...

Certificate Of Completion
Record Tracking
Signer Events Signature Timestamp
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/2/2023 8:56:35 PM
Certified Delivered Security Checked 5/2/2023 9:37:17 PM Signing Complete Security Checked 5/2/2023 9:37:20 PM
Completed Security Checked 5/2/2023 9:37:20 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
DocuSign

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DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
[Signature Page to First Amendment to Confirmation]

FIRST AMENDMENT TO

CONFIRMATION

BETWEEN
MORGAN STANLEY CAPITAL GROUP INC.

AND

SILICON VALLEY CLEAN ENERGY AUTHORITY
THIS FIRST AMENDMENT TO CONFIRMATION Amendment effective as of March 21, 2023 Effective Date , is made between Silicon Valley Clean Energy Authority, a California joint powers authority SVCE Morgan Stanley Capital Group Inc. Morgan Stanley ) (each of SVCE and Morgan Stanley referred to individually as Party Parties ). the Parties have agreed to amend certain terms and conditions of the Confirmation.

NOW, THEREFORE, the Parties agree as follows:

Section 1. Definitions; Interpretation. All capitalized terms used in this Amendment (including the recitals) and not otherwise defined herein shall have the meanings assigned to them in the Master Agreement or Confirmation.

Section 2. Amendment to the Agreement. The Agreement is hereby amended by:
(i) Replacing the End Date in the table in DELIVERY PERIOD with the following wording:

January 31, 2023
(ii) Replacing the entire table found in Exhibit B immediately below Category 1 Renewable and replacing it with the following wording:

Section 3. Representations and Warranties. To induce the other Party to enter into this Amendment, each Party hereby represents and warrants that (i) it has the corporate, governmental or other legal capacity, authority and power to execute this Amendment, to deliver this Amendment and to perform its obligations under the Agreement as amended hereby, and has taken all necessary action to authorize the foregoing; (ii) the execution, delivery and performance of this Amendment does not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or Governmental Authority applicable to it or any of its assets; (iii) all DocuSign Envelope ID: EE4EA865-7A50-4E05-AD42-2E8632371486 Appendix A MSCG
(the “ ”)
(“ ”) and (“ ”
a “ ” or collectively as the “ ” This Amendment
is being provided pursuant to and in accordance with the terms and provisions of the Master Power Purchase and Sale Agreement dated November 23, 2016 (the "‘Master Agreement”) between the Parties and constitutes part of and is subject to the terms and provisions of such Master Agreement. This Amendment, the Confirmation (as defined below) and the Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively be referred to as the “Agreement.” WHEREAS, the Parties entered into that certain Transaction dated as of March 17, 2022 for the purchase and sale of Energy, Renewable Energy and Carbon Free Energy (the “Confirmation”); and

WHEREAS,
governmental and other consents required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect and such consents have been obtained without the requirement that this Amendment be materially modified; (iv) its obligations under the Agreement as amended hereby, constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law) and (v) no Default with respect to it has occurred or is continuing.

Section 4. Miscellaneous.
(a) Agreement Otherwise Not Affected. This Amendment constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication or prior writings related thereto. Except as expressly set forth in this Amendment, all terms and conditions of the Confirmation remain unchanged, are in full force and effect, and remain binding upon the Parties.

The execution and delivery of, or acceptance of, this Amendment and any other documents and instruments in connection herewith by either Party shall not be deemed to create a course of dealing or otherwise create any express or implied duty by it to provide any other or further amendments, consents, or waivers in the future.
(b) No Reliance. Each Party hereby acknowledges and confirms that it is executing this Amendment on the basis of its own investigation and for its own reasons without reliance upon any agreement, representation, understanding or communication by or with the other Party or its agents, representatives or attorneys not set forth within the Agreement or this Amendment. (c) Costs and Expenses. Each Party shall be responsible for any costs and expenses incurred by such Party in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith. (d) Binding Effect. This Amendment shall be binding upon, inure to the benefit of and be enforceable by Buyer, Seller and their respective successors and assigns. (e) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED, AND ENFORCED UNDER THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
(f) Amendments. This Amendment may not be modified, amended or otherwise altered except by written instrument executed by the Parties duly authorized representatives. (g) Effectiveness; Counterparts. This Amendment shall be binding on the Parties as of the Effective Date once it has been fully executed by the Parties. This Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. The Parties may rely on electronic, facsimile or scanned signatures as originals under this Amendment. Delivery of an executed signature page of this Amendment by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page. (h) Interpretation. This Amendment is the result of negotiations between the Parties and has been reviewed by counsel to each of the Parties, and is the product of all Parties hereto. Accordingly, this Amendment shall not be construed against either Party merely because of such Party s involvement in the preparation hereof.

DocuSign Envelope ID: EE4EA865-7A50-4E05-AD42-2E8632371486 Appendix A MSCG
IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment, as of the Effective Date.

MORGAN STANLEY CAPITAL GROUP INC.

By: _______________________________
Name: _____________________________
Title: _____________________________

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
By: _______________________________
Name: _____________________________
Title: _____________________________
Brent Masucci
Vice President
DocuSign Envelope ID: EE4EA865-7A50-4E05-AD42-2E8632371486 Appendix A MSCG
CEO
—DocuSigned by:

F^TO^Ehandran
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between City of San José, a California municipal corporation (“Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Purchaser”), and each individually a “Party” and together the “Parties”, dated as of the last dated signature on the signature page hereto (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.

Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 2 ARTICLE 2

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 Supply Plan for any Showing Month during the Delivery Period, has been accepted Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 3 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

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 380.1

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 Units in 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 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 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 12-04-046 Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 4 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 meet the 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
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 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 Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 5 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.

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 three (3) 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 direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity of Product for re-sale in such market, Seller and the Unit’s SC shall comply with Purchaser’s direction and Purchaser shall retain and receive all revenues from such re-sale.
(d) Purchaser shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller and the Unit’s SC shall comply with the Purchaser’s direction and, to the extent that the CAISO designates the Expected Contract Quantity as CPM Capacity, Purchaser shall be entitled to retain and receive the CPM Capacity Payment. Unless otherwise instructed by Purchaser, (i) Seller shall not, and shall cause the Unit’s SC to not, offer any portion of the Expected Contract Quantity to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s SC to, promptly (and in any Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 6 event within one (1) Business Day of the time Seller receives notification from CAISO) notify Purchaser of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Unit’s SC to not, accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.

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.

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, Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 7 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.

4.2 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;
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 8 (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.

4.4 Market Based Rate Authority
Upon Purchaser’s written request, Seller shall, in accordance with FERC Order No. 697, submit a letter of concurrence in support of any affirmative statement by Purchaser that this contractual arrangement does not transfer “ownership or control of generation capacity” from Seller to Purchaser as the term “ownership or control of generation capacity” is used in 18 CFR Section

35.42. Seller shall not, in filings, if any, made subject to Order Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of generation capacity from Seller to Purchaser.

ARTICLE 5

RESERVED
ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 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 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 Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 9 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.”

6.2 Confidentiality
Notwithstanding Section 30.1 of the WSPP Agreement:

Purchaser may disclose this Conformation and any information and documentation related to this Confirmation as necessary in order to support its Compliance Showings, to otherwise show it has met its Compliance Obligations, or to otherwise comply with any law, statute, ordinance, court order, subpoena, requirement of any Governmental Body or other governmental entity having jurisdiction over Purchaser; (ii) each Party may disclose information as necessary to the independent evaluator or other administrator of any competitive solicitation process of Purchaser, which in turn may disclose such information as necessary to CAISO or any Governmental Body; and (iv) Purchaser may disclose information to any Subsequent Purchaser and any of Purchaser’s financial institutions, including prospective financial institutions.

Seller acknowledges that Purchaser is a public agency subject to the requirements of the California Public Records Act (Cal. Gov. Code section 7920 et seq.) and otherwise has an obligation to disclose public records, as defined by the California Public Record Act, including this Confirmation and the documentation and information related to this Confirmation (which may be partially redacted by Purchaser). Seller acknowledges and agrees that this Confirmation, and information and documentation provided in connection with this Confirmation, including confidential, proprietary, or trade secret information, pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), may be subject to the requirements of the California Public Records Act, and Purchaser shall incur no liability arising out of any disclosure of such information or documentation provided in connection with this Confirmation, including confidential, proprietary, or trade secret information, that is subject to public disclosure under the California Public Records Act.

Seller may submit information to Purchaser that Seller considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act, or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act. Seller acknowledges that Purchaser may submit to Seller information that Purchaser considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. Upon request or demand of any third person or entity not a party to this Confirmation (“Requestor”) pursuant to the California Public Records Act for production, inspection and/or copying of this Confirmation or any information designated by a disclosing Party as confidential, the receiving Party shall notify the disclosing Party that such request has been made, by telephone call, letter sent via electronic mail, and/or by overnight carrier to the address, or email address listed at the end of this Confirmation. The disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be confidential information and to prevent release of information to the Requestor by the receiving Party, and the Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 10 disclosing Party shall incur all costs arising out of any such legal steps taken to prevent disclosure of information to the Requestor.

6.3 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).

6.4 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.

6.5 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.

6.6 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.

6.7 Designated Fund and Limited Obligations
(a) Designated Fund. Seller is a municipal corporation and is precluded under the California State Constitution and applicable law from entering into obligations that financially bind future governing bodies, and, therefore, nothing in the Agreement shall constitute an obligation of future legislative bodies of the City to appropriate funds for purposes of the Agreement; provided, however, that (i) Seller has created and set aside a designated fund (the “Designated Fund”) for payment of its obligations under the Agreement and (ii) subject to the requirements and limitations of applicable law and taking into account other available money specifically authorized by the San José City Council and allocated and appropriated to the San Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 11 José Clean Energy’s obligations, Seller agrees to establish San José Clean Energy rates and charges that are sufficient to maintain revenues in the Designated Fund necessary to pay its obligations under this Agreement and all of Seller’s payment obligations under its other contracts for the purchase of energy for San José Clean Energy. Seller shall provide Purchaser with reasonable access to account balance information with respect to the San José Clean Energy Designated Fund during the Term.
(b) Limited Obligations. Seller’s payment obligations under the Agreement are special limited obligations of the Seller payable solely from the Designated Fund and are not a charge upon the revenues or general fund of the City of San José or upon any non- San José Clean Energy moneys or other property of the Community Energy Department or the City of San José.

6.8 City of San José Standard Provisions
(a) Nondiscrimination/Non-Preference. Purchaser shall not, and shall not cause or allow its subcontractors to, discriminate against or grant preferential treatment to any person on the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. This prohibition applies to recruiting, hiring, demotion, layoff, termination, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing.

Seller will inform all subcontractors of these obligations. This prohibition is subject to the following conditions: (i) the prohibition is not intended to preclude Purchaser from providing a reasonable accommodation to a person with a disability; (ii) the City’s Compliance Officer may require Purchaser to file, and cause any Purchaser’s subcontractor to file, reports demonstrating compliance with this section. Any such reports shall be filed in the form and at such times as the City’s Compliance Officer designates. They shall contain such information, data and/or records as the City’s Compliance Officer determines is needed to show compliance with this provision. (b) Conflict of Interest. Purchaser represents that it is familiar with the local and state conflict of interest laws, and agrees to comply with those laws in performing this Agreement. Purchaser certifies that, as of the Effective Date, it was unaware of any facts constituting a conflict of interest or creating an appearance of a conflict of interest. Purchaser shall avoid all conflicts of interest or appearances of conflicts of interest in performing this Agreement. Purchaser has the obligation of determining if the manner in which it performs any part of this Agreement results in a conflict of interest or an appearance of a conflict of interest, and shall immediately notify the Seller in writing if it becomes aware of any facts giving rise to a conflict of interest or the appearance of a conflict of interest. Purchaser’s violation of this subsection (b) is a material breach.
(c) Environmentally Preferable Procurement Policy. Purchaser shall perform its obligations under this Agreement in conformance with San José City Council Policy 1-19, entitled “Prohibition of City Funding for Purchase of Single serving Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 12 Bottled Water,” and San José City Council Policy 4-6, entitled “Environmentally Preferable Procurement Policy,” as those policies may be amended from time to time. The Parties acknowledge and agree that in no event shall a breach of this subsection (c) be a material breach of this Agreement or otherwise give rise to an Event of Default or entitle Seller to terminate this Agreement. (d) Gifts Prohibited. Purchaser represents that it is familiar with Chapter 12.08 of the San José Municipal Code, which generally prohibits a City of San José officer or designated employee from accepting any gift. Purchaser shall not offer any City of San José officer or designated employee any gift prohibited by Chapter 12.08.

Purchaser’s violation of this subsection (d) is a material breach. (e) Disqualification of Former Employees. Purchaser represents that it is familiar with Chapter 12.10 of the San José Municipal Code, which generally prohibits a former City of San José officer and former designated employee from providing services to the City of San José connected with his/her former duties or official responsibilities. Purchaser shall not use either directly or indirectly any officer, employee or agent to perform any services if doing so would violate Chapter 12.10.

6.9 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;
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 13 (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(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (d) 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.”
(e) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(f) 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.”
(g) 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.
(h) 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”.
(i) 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
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 14 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.”
(j) In Section 34.4, the phrase “arbitration or” is deleted from the first line. (k) 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

Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 15 (m) 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.”

6.10 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.

6.11 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.]
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 16 AGREED AS OF THE EFFECTIVE DATE:

City of San José, a California municipal
corporation
Silicon Valley Clean Energy Authority, a
California joint powers authority
By: By:

Name: Paul Innamorato Name: Girish Balachandran
Title:

Date:

Principal Power Resources Specialist
May 3, 2023
Title:

Date:

Chief Executive Officer
May 3, 2023
Approved as to form:

By:

Name: Rosa Tsongtaatarii
Title: Chief Deputy City Attorney
Date: _May 3, 2023
\Mn{
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix A - 1

APPENDIX A

Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix A - 2
“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 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.

Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix A - 3
“Net Qualifying Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Notification Deadline” is five (5) Business Days before the Compliance Showing Deadline. “Planned Outage” 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.

Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix A - 4
“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. “San José Clean Energy” means the City of San José’s community choice aggregation program.

The San José Community Energy Department administers and manages San José Clean Energy. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that isthe 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”. “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 A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix B - 1

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:

Resource Category (MCC Bucket): 4
CPUC Local Area (if applicable): n/a
Flexible Capacity Category (if applicable): n/a
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix B - 2
Unit 1
Unit Specific Information
Resource Name COLGATE HYDRO UNIT 1
Physical Location Yuba County, CA
CAISO Resource ID COLGAT_7_UNIT 1
SCID of Resource YCWA
Unit NQC by month (e.g., Jan=50,Feb=65): Varies by Month Unit EFC by month (e.g., Jan=30, Feb=50) Varies by Month Resource Type (e.g., gas, hydro, solar, etc.) Hydro
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)
N/A
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 [Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: City of San José Purchaser: Silicon Valley Clean Energy Authority
All Notices:

Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 Appendix C - 2
Appendix A SJCE
DocuSign Envelope ID: C60E5CE3-6661-409E-9B0B-3A9606871172 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
Appendix A SJCE
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. 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 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
DocuSign Envelope ID: 7B6C4B3A-C8B0-4D0B-B939-966C613D7768 Appendix A MSCG
Exhibit A
Joint CCA (Sells) WSPP Standard RA Confirmation
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Peninsula Clean Energy, a California joint powers authority (“Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Purchaser”), and each individually a “Party” and together the “Parties”, dated as of May 8, 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 12, 2021 (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.

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
2 ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
3 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

2.2 Reductions in Contract Quantity
(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 Plans in 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 identifies such Replacement Units in accordance with Section 2.3.

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
4 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

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
5 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: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
6 offer any portion of the Expected Contract Quantity to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify Purchaser of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Unit’s SC to not, accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.

ARTICLE 3

PAYMENTS

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
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: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
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

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
9 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.”

Seller acknowledges that Purchaser may submit to Seller information that Purchaser considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Confirmation (“Requestor”) pursuant to the California Public Records Act for production, inspection and/or copying of this Confirmation or any information designated by a disclosing Party as confidential, the receiving Party as soon as practical shall notify the disclosing Party that such request has been made, by telephone call, letter sent via electronic mail, and/or by overnight carrier to the address, or email address listed at the end of this Confirmation. The disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be confidential information and to prevent release of information to the Requestor by the receiving Party. If the disclosing Party takes no such action within ten (10) days, after receiving the foregoing notice

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
10 from the receiving Party, the receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. Notwithstanding the foregoing, Purchaser may release confidential information without notice to or over the objection of Seller if Purchaser’s legal counsel advises Purchaser that Purchaser is required by law to release such confidential information.

6.4 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.

6.6 Collateral
Except as provided above, and 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.

6.7 No Recourse to Members of Seller
Seller is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Seller will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation. Purchaser will have no rights and shall not make any claims, take any actions or assert any remedies against any of Seller’s constituent

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
11 members, or the officers, directors, advisors, contractors, consultants or employees of Seller or Seller’s constituent members, in connection with this Confirmation.

6.8 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.

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
12 (e) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(f) 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: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
13 (j) In Section 34.4, the phrase “arbitration or” is deleted from the first line. (k) 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.” (l) Section 37 is amended by inserting the following in the beginning thereof: “On the date of entering into this Confirmation,”.
(m) 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:

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA (Sells) WSPP Standard RA Confirmation
14 “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.

6.9 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.

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
15 AGREED AS OF THE EFFECTIVE DATE:

Peninsula Clean Energy, a California
joint powers authority
Silicon Valley Clean Energy Authority, a
California joint powers authority
By:

Name: Janis Pepper
Title: CEO
By:

Name: Girish Balachandran
Title: CEO_____________________________

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
x——DocuSigned by:
5CA64B9AC4C24C3 .

Appendix A - 1

APPENDIX A

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Appendix A - 2
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 five (5) Business Days before the Compliance Showing Deadline.

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Appendix A - 3
“Planned Outage”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. “SC” means Scheduling Coordinator as defined in the Tariff.

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Appendix A - 4
“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”. “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.

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Appendix B - 1

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: South
Resource Category (MCC Bucket): 4
CPUC Local Area (if applicable): N.A
Flexible Capacity Category (if applicable): N/A

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Appendix B - 2
Unit 1
Unit Specific Information
Resource Name EdSan 2 Edwards 1B
Physical Location Mojave, CA
CAISO Resource ID SANBRN_2_EESSB2
SCID of Resource TGEM
Unit NQC by month (e.g., Jan=50,Feb=65): Varies
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Solar plus Storage Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) SCE
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 (Repeat for additional Units)
[Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: Peninsula Clean Energy, a
California joint powers authority
Purchaser: Silicon Valley Clean Energy
Authority

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Appendix C - 2

DocuSign Envelope ID: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
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: 2603C352-0E4A-40EE-B7DC-C34875B692C4 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Silicon Valley Clean Energy Authority, a California joint powers authority (“Seller”) and Peninsula Clean Energy, a California joint powers authority (“Purchaser”), and each individually a “Party” and together the “Parties”, dated as of April 26, 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 12, 2021 (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.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
2 ARTICLE 2

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, including a request for Hold-Back Capacity pursuant to Article Five of this Confirmation.
(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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
3 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 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) Hold-Back Capacity, if any, is deemed Contract Quantity delivered, unless utilized under Article Five as Substitute Capacity, then Contract Quantity is delivered according to the timeline requirements therein.
(h) 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 respectto 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.
(c) ☒ If checked, the following provision and related definitions are applicable.

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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
4 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 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

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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
5 provide Purchaser with proposed changes to the Planned Outage Schedule from time to time.

Within five (5) 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 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.

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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
6 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 four (4) 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 direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity of Product for re-sale in such market, Seller and the Unit’s SC shall comply with Purchaser’s direction and Purchaser shall retain and receive all revenues from such re-sale.
(d) Seller shall not, and shall cause the Unit’s SC to not, offer any portion of the Expected Contract Quantity to CAISO as CPM Capacity and if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify Purchaser of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Unit’s SC to not, accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.

ARTICLE 3

PAYMENTS

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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
7 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

4.2 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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
8 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.

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
(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
DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
9 ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 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 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.”

6.2 Confidentiality
Notwithstanding Section 30.1 of the WSPP Agreement:
(a) (i) Purchaser may disclose information as necessary in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose as necessary to a Shown Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information as necessary to the independent evaluator or other administrator of any competitive solicitation process of Purchaser, which in turn may disclose such information as necessary to CAISO or any Governmental Body; and (iv) Purchaser may disclose information to any Subsequent Purchaser.
(b) Seller acknowledges that Purchaser is a public agency subject to the requirements of the California Public Records Act (Cal. Gov. Code section 6250 et seq.) and that Purchaser may be required to make public this Confirmation (which may be partially redacted by Purchaser) in connection with the process of seeking approval from its board of directors for the execution of this Confirmation. Seller may submit information to Purchaser that Seller considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
10 exemption to the California Public Records Act (Government Code sections 6254 and 6255). Seller acknowledges that Purchaser may submit to Seller information that Purchaser considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Confirmation (“Requestor”) pursuant to the California Public Records Act for production, inspection and/or copying of this Confirmation or any information designated by a disclosing Party as confidential, the receiving Party as soon as practical shall notify the disclosing Party that such request has been made, by telephone call, letter sent via electronic mail, and/or by overnight carrier to the address, or email address listed at the end of this Confirmation. The disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be confidential information and to prevent release of information to the Requestor by the receiving Party. If the disclosing Party takes no such action within ten (10) days, after receiving the foregoing notice from the receiving Party, the receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. Notwithstanding the foregoing, Purchaser may release confidential information without notice to or over the objection of Seller if Purchaser’s legal counsel advises Purchaser that Purchaser is required by law to release such confidential information.

6.4 Change in Law

6.5 Governing Law
DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
11 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.

6.6 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.

6.7 No Recourse to Members
Purchaser and Seller are organized as Joint Powers Authorities in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Parties will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation. Purchaser nor Seller will have no rights and shall not make any claims, take any actions or assert any remedies against any Party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Party’s constituent members, in connection with this Confirmation.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
12 “(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(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (d) 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.”
(e) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(f) 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

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

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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
14 THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR

6.10 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 DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
15 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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
16 AGREED AS OF THE EFFECTIVE DATE:

Silicon Valley Clean Energy Authority, a
California joint powers authority
Peninsula Clean Energy, a California joint
powers authority
By:

Name: Girish Balachandran
Title: CEO
By:

Name: Janis Pepper
Title: _CEO__________________________
DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
z DocuSigned by:
\ 5CAS1B0AC/1C2/1C3
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 Firm RA Product, the Contract Quantity of Product for such Showing Month, including the DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Appendix A - 2
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. “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. “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.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Appendix A - 3
“Net Qualifying Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Notification Deadline” is four (4) Business Days before the Compliance Showing Deadline. “Planned Outage” 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.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Appendix A - 4
“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.
“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 1 MW of System Capacity (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.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Appendix B - 1

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: ______
Resource Category (MCC Bucket): 4
CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): N/A

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Appendix B - 2
Unit 1
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

(Repeat for additional Units)
[Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: Silicon Valley Clean Energy
Authority
Purchaser: Peninsula Clean Energy, a
California joint powers authority

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Appendix C - 2

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 140A0FD6-5568-47F6-A9EC-5586A278C77E Appendix A PCE - Sale
Joint CCA WSPP Standard RA Confirmation
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1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Peninsula Clean Energy, a California joint powers authority (“Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Purchaser”), and each individually a “Party” and together the “Parties”, dated as of April 26, 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 12, 2021 (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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
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

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 respectto 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.
(c) ☒ If checked, the following provision and related definitions are applicable.

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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
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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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
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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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
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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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
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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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
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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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
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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.

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.

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.

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.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
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CCA to CCA RA Purchases and Sale
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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
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 proposed by a Party, a non-party or FERC acting sua sponte, shall be the DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
13 “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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
14 AGREED AS OF THE EFFECTIVE DATE:

Peninsula Clean Energy, a California
joint powers authority
Silicon Valley Clean Energy Authority, a
California joint powers authority
By:

Name: Janis Pepper
Title: CEO
By:

Name: Girish Balachandran
Title: CEO_____________________________
DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
s DocuSigned by:

Triste ^aLacLavl/tak
\ 5CAS1B0AC/1C2/1C3
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 Firm RA Product, the Contract Quantity of Product for such Showing Month, including the DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Appendix A - 2
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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Appendix A - 3
“Planned Outage” 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. “SC” means Scheduling Coordinator as defined in the Tariff.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Appendix A - 4
“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 2 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.

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Appendix B - 1

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: ______
Resource Category (MCC Bucket): 1
CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): 2

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Appendix B - 2
Unit 1
Unit Specific Information
Resource Name Antelope Solar 2 LAB
Physical Location
CAISO Resource ID BIGSKY_2_AS2BT1
SCID of Resource AIE5
Unit NQC by month (e.g., Jan=50,Feb=65):

Unit EFC by month (e.g., Jan=30, Feb=50)
Resource Type (e.g., gas, hydro, solar, etc.)
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
2 TAC Area (e.g., PG&E, SCE) PG&E
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)
1 (Repeat for additional Units)
[Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: Peninsula Clean Energy Authority Purchaser: Silicon Valley Clean Energy Authority

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
Appendix C - 2

DocuSign Envelope ID: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE
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: 33A78C41-8AAB-44D8-BE21-C714D2C76BF0 DocuSign Envelope ID: 27CCE56D-CA4D-4BB4-9206-8A2093039296 Appendix A PCE

EXECUTION VERSION
1 RESOURCE ADEQUACY CONFIRMATION LETTER
This confirmation letter (“Confirmation”) confirms the transaction agreed to on May 12, 2023 (the “Confirmation Date”), between Constellation Energy Generation, LLC and Silicon Valley Clean Energy Authority, by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product (the “Transaction”), and is governed by the EEI Master Power Purchase and Sale Agreement between the Parties, effective as of November 28, 2016 together with the Cover Sheet and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff.

ARTICLE 1

TRANSACTION TERMS
Seller: Constellation Energy Generation, LLC
Buyer: Silicon Valley Clean Energy Authority
Product, Delivery Period, 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 Buyer, and Buyer will purchase and receive from Seller, the Quantity of the Product from the Shown Unit(s).
(b) Seller will deliver the Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Buyer, 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 CPUC and 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 Buyer 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 Quantity, less any excused deductions to the Quantity that is reduced or modified pursuant to Sections 2.1(i), (j) or (k), as applicable.
(d) If Seller desires to provide the Quantity of Product for any Showing Month during the Delivery Period from a generating unit other than the Unit (a “Replacement DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
2 Unit”), then Seller may, at no cost to Buyer, provide Buyer with Product from one or more Replacement Units, up to the Quantity, for the applicable Showing Month; provided that in each case, Seller shall notify Buyer in writing of such Replacement Units no later than the Notification Deadline. If Seller notifies Buyer in writing as to the particular Replacement Units and such Units meet the requirements of this Section 2.1, then such Replacement Units shall be automatically deemed a Unit for purposes of this Confirmation for the remaining portion of that Showing Month. (e) Seller may sell and deliver from a Shown Unit that meets requirements set forth in Appendix B, including the Resource Category and the Flexible Capacity Category.

Seller will identify the Shown Unit(s) and Quantity by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(f) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the 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 Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month.
(g) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Buyer 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

2.1(e) or (ii) Seller fails to submit the volume of Quantity for any Showing Month in such amount as instructed by Buyer for the applicable Showing Month. Buyer will have received the Quantity if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Quantity if Buyer fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO.
(h) The Shown Unit must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.1
(i) Seller’s obligation to deliver the Quantity may be reduced if the Unit experiences a reduction in Unit NQC. If the Unit experiences such a reduction in Unit NQC after 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 12-04-046.

DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
3 the Effective Date, then Seller has the option, but not the obligation, to provide the applicable Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available RA Capacity and/or (ii) from a unit that meets requirements set forth in Appendix B. To the extent Seller chooses not to provide the Quantity, then Seller’s obligation to deliver Quantity shall be reduced by (i) the Quantity for such day multiplied by (ii) the total amount (in MW) by which the Unit NQC was reduced since the Effective Date, divided by (iii) the Unit NQC as of the Effective Date.
(j) If the Product includes FCR Attributes, then Seller’s failure to deliver any of the Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Confirmation Date as determined by CAISO and Seller has provided notice of such reduction to Buyer by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s failure is excused will equal (i) the Quantity of FCR Attributes for such day multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Confirmation Date, divided by (iii) the Unit EFC as of the Confirmation 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 Quantity of FCR Attributes for such day from the Shown Unit.
(k) If during the Delivery Period the CAISO or the CPUC either replaces Unit NQC as the value utilized to measure the qualifying capacity of a Unit with a successor value such as unforced capacity (UCAP) or utilizes such successor value as a supplemental means of measuring the qualifying capacity of a Unit together with Unit NQC, then from and after such replacement Seller will convey the equivalent amount of qualifying capacity of such Unit on a pro rata basis (i.e. following such replacement, Seller’s delivery obligation will be obtained by calculating the product of (i) the Quantity divided by the Unit NQC, multiplied by (ii) the Unit’s overall qualifying capacity (in MW) as measured by such new method of measuring a Unit’s qualifying capacity).

2.2 Buyer’s Remedies for Seller’s Failure to Deliver Quantity (a) If Seller fails to deliver any part of the Quantity as required herein for any Showing Month, except to the extent such obligation to provide the Quantity is reduced or modified pursuant to Section 2.1(i), (j) or (k), as applicable, Seller is liable for damages pursuant to Section 4.1 of the Master Agreement. (b) Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs, including Environmental Costs, assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product, except to the extent such obligation to provide the Quantity is reduced or modified pursuant to Section 2.1(i), (j) or (k), as applicable. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
4 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 Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.
(c) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to direct the Seller or the Unit’s Scheduling Coordinator to offer, bid, or otherwise submit the applicable Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and Seller and the Unit’s Scheduling Coordinator shall comply with Buyer’s direction to the extent Seller is not required to incur any additional costs to qualify such Quantity of Product for participation in such centralized capacity market or follow such direction from Buyer. Buyer shall retain and receive all revenues from such re-sale.

2.3 Buyer’s Re-Sale of Product
(a) Buyer 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 2.3(a).

For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, 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 Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation.

If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. Without limiting the foregoing provisions of this Section 2.3(a), if during the Delivery Period the CPUC implements a central procurement structure that identifies a central buyer to procure Capacity Attributes on behalf of LSEs, on either a full or residual basis, Seller shall take all commercially reasonable actions to assist Buyer with selling Capacity Attributes, as applicable, from the Quantity to such central buyer; provided that Seller’s obligation to assist shall not require modification of any of the commercial terms of this Confirmation, including without limitation the Contract Price, Delivery Period or the applicable Capacity Attributes.
(b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will notify Seller of any subsequent changes or further DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
5 resales no later than two Business Days before the Notification Deadline for the Showing Month.

ARTICLE 3

PAYMENTS

3.1 Payment
After Seller has delivered the Quantity in accordance with Section 2.1 and issued its invoice, Buyer must pay for the Product as provided in Section 6.2 of the Master Agreement. The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the 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 Quantity for the Showing Month that was not delivered in accordance with Section 2.1 at the time of the CAISO filing 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 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. Buyer must promptly report receipt of any such revenues to Seller. Buyer must pay to Seller any such amounts described in this Section 3.2(a) received by Buyer or a Subsequent Buyer. 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 Buyer under the Master Agreement.
(b) Buyer is to receive and retain all revenues associated with the 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 Buyer.

Seller must pay to Buyer any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the Master Agreement.
(c) If CAISO designates any part of the 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 Buyer and not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
6 ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the 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. Buyer is not liable for, and Seller will indemnify and hold Buyer 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 Buyer’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Buyer and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Buyer’s rights to the Quantity for the sole benefit of Buyer or any Subsequent Buyer. 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 Buyer throughout the Delivery Period that:
(a) no part of the 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 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 Quantity of Product for the Delivery Period to Buyer; and
(e) Seller has notified or will notify the Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.

DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
7 ARTICLE 5
ADDITIONAL MASTER AGREEMENT AMENDMENTS; GENERAL PROVISIONS

5.1 Termination Payment
For this Transaction, the following is added to the end of Section 5.2 of the Master Agreement:
“If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Buyer or a Subsequent Buyer is not able to include the applicable Quantity in a Compliance Showing due to Seller’s Event of Default, then Buyer 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 Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer must promptly remit to Seller the excess amount with interest in accordance with Section 6.3 of the Master 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 10.11 of the Master Agreement, (i) Buyer 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 Buyer, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Buyer may disclose information to any Subsequent Buyer.

5.3 Dodd-Frank Act
Each Party represents and warrants to the other that it is an “eligible commercial entity” and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(17) and 1a(18), respectively. 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).

DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
8 5.4 Governing Law
For this Transaction, Section 10.6 of the Master Agreement is amended to replace “NEW YORK” with “CALIFORNIA”.

5.5 Collateral
Notwithstanding any provision in the Master Agreement to the contrary, neither Party shall be required to post collateral or other security for this Transaction. [Signature page follows]
DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

EXECUTION VERSION
9 AGREED AS OF THE CONFIRMATION DATE:

CONSTELLATION ENERGY

GENERATION, LLC

SILICON VALLEY CLEAN ENERGY

AUTHORITY
By:

Name:

Title:

By:

Name:

Title:

Matthew A. Stasch
VP, Chief Risk Officer
DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 CEO
Girish Balachandran
DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation
> DocuSigned by:
'
5CA64B9AC4C24C3.. .

APPENDIX A

DEFINED TERMS
“CAISO” means the California ISO.
“Capacity Attributes” means, with respect to a Unit, any and all attributes of the Unit, consistent with the operational limits and physical characteristics of such 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.
“Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances. “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, consistent with the operational limits and physical characteristics of such Unit, as may be identified DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation
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, for the Delivery Period, Unit, 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 Confirmation Date that is dedicated to Buyer under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Confirmation Date that is dedicated to Buyer 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.
“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 Buyer on the Confirmation Date.
“Subsequent Buyer” means the buyer of Product from Buyer in a re-sale of Product by Buyer. “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: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation
“Unit” means the generation unit described in Appendix B and any Shown Unit. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Confirmation 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 (i) CAISO or (ii) the CPUC. The Parties agree that if either the CAISO or CPUC adjusts the Net Qualifying Capacity of a Unit after the Confirmation Effective Date, that for the period in which the adjustment is effective, the Unit NQC shall be deemed the lesser of (i) the Unit NQC as of the Confirmation Effective Date, or (ii) the Net Qualifying Capacity for the applicable Delivery Period as adjusted by the CAISO or CPUC.

DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

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: South
MCC Bucket: 4
CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): 1
DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation
Unit 1
Unit Specific Information
Resource Name Sentinel Energy Center
CAISO Resource ID SENTNL_2_CTG5
SCID of Resource SCE1
Unit NQC by month (e.g., Jan=50, Feb=65): 107.52
Unit EFC by month (e.g., Jan=30, Feb=50) 107.52
Resource Type (e.g., gas, hydro, solar, etc.) Gas
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
1 Path 26 (North or South) South
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 DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

APPENDIX C

NOTICE INFORMATION
Silicon Valley Clean Energy
Authority
Constellation Energy Generation, LLC

DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation

DocuSign Envelope ID: C3BA99DF-3B23-4559-B544-F1DE4C6558A4 DocuSign Envelope ID: 47BA09E6-A1D6-4B2B-94BF-14BEA66A7F0C Appendix A Constellation
SDG&E RA Confirmation Template

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Silicon Valley Clean Energy Board of DirectorsJune 14, 2023

Silicon Valley Clean Energy Board of Directors
June 14, 2023