Agenda packet — Silicon Valley Clean Energy Board of Directors, October 11, 2023 (part 5 of 5)

Staff Report – Item 4
Item 4: Study Session: Decarbonization Programs and Policy Overview of Residential Buildings
From: Monica Padilla, Acting CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Douglas Bernard, Decarbonization Management Analyst
Date: 10/11/2023

BACKGROUND
Staff will provide a presentation on SVCE’s programs for the residential buildings sector. The purpose of the presentation is to support increased awareness of programs, underlying data, policy approaches, and the scale needed to fully decarbonize the region.

The presentation will include high-level statistics on emissions and devices in SVCE territory, along with a review of datasets on the residential building stock in the area. The presentation will also highlight a handful of current programs and impacts, as well as describe a handful of upcoming programs that will help expand our reach to additional customer demographics. This presentation is for informational purposes only.

ATTACHMENTS
The PowerPoint presentation for this item will be posted to SVCE’s website.

Item 4
SILICON VALLEY \3/ CLEAN ENERGY
Appendix A

Silicon Valley Clean Energy
Board of Directors Meeting
October 11, 2023
Appendix A
Power Resource Contracts Executed by CEO

SILICON VALLEY

CLEAN ENERGY
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This confirmation (“Confirmation”) under the WSPP Agreement confirms the transaction between Silicon Valley Clean Energy Authority, a California joint powers authority (“Purchaser” or “SVCE”) and Elk Hills Power, LLC (“EHP” or “Seller”) dated as of August 29, 2023 (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”).

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

ARTICLE 1

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

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Contract Quantity of the Product from the Shown Unit(s).
(b) Seller will deliver the Contract Quantity of Product by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Contract Quantity, less any excused deductions to the Contract Quantity in the case of Flexible RA Capacity for excused reductions in Unit EFC.
(d) Seller may sell and deliver from a Shown Unit that meets requirements set forth in Appendix B, including the Resource Category and, if applicable, the Flexible Capacity Category. Seller will identify the Shown Unit(s) and Contract Quantity by providing Purchaser with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Contract Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
2 Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month.
(f) The Product is delivered by Seller and received by Purchaser when either (i) the CIRA Tool shows the Supply Plan accepted for the Contract Quantity of Product from the Shown Unit by CAISO or (ii) Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section 1(e) or (ii) Seller fails to submit the volume of Contract Quantity for any Showing Month in such amount as instructed by Purchaser for the applicable Showing Month. Purchaser will have received the Contract Quantity if (x) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (y) Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Contract Quantity if Purchaser fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) Excused Reductions in Unit EFC: Unless the Parties have designated this Section 2.1(g) as “Not applicable”, if the Product includes FCR Attributes, then Seller’s failure to deliver any of the Contract Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Effective Date as determined by CAISO and Seller has provided notice of such reduction to Purchaser by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s failure is excused will equal (i) the Contract Quantity of FCR Attributes for such day multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Effective Date, divided by (iii) the Unit EFC as of the Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Contract Quantity of FCR Attributes for such day from the Shown Unit.

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

DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
3 2.3 Purchaser’s Re-Sale of Product
(a) Purchaser may re-sell all or part of the Contract Quantity of Product; provided that any such re-sale must not increase or modify Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Purchaser as used herein will refer to the Resource Adequacy Plan of Subsequent Purchaser. Seller will, or will cause the Unit’s SC, to follow Purchaser’s instructions with respect to providing such resold Product to Subsequent Purchasers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Purchasers to use such resold Product in a manner consistent with Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Purchaser for the same amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product.
(b) Purchaser will notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two Business Days before the Notification Deadline for the Showing Month. Purchaser will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month.

ARTICLE 3

PAYMENTS

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

DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
4 3.2 Allocation of Other Payments and Costs
(a) Product does not confer to Purchaser any right to dispatch or receive the energy or ancillary services from a Shown Unit. Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Purchaser under the WSPP Agreement.
(b) Purchaser is to receive and retain all revenues associated with the Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller must promptly report receipt of any such revenues to Purchaser. Seller must pay to Purchaser any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Purchaser may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement. (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

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

4.2 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Purchaser and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Purchaser’s rights to the Contract Quantity of Product for the sole benefit of Purchaser or any Subsequent Purchaser. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
5 subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

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

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

ARTICLE 5
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

5.1 Termination Payment
For this Transaction, the following is inserted as a penultimate paragraph in Section 22.2(b) of the WSPP Agreement:
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
6 Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained.

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

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

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

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

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

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

2. Adding the following new definitions:
“Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
7 or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.
“Special Fund” means a fund or account of the Governmental Entity or Public Power System set aside and or pledged to satisfy the Governmental Entity or Public Power System’s obligations hereunder out of which amounts shall be paid to satisfy all of the Governmental Entity or Public Power System’s obligations under this Agreement for the entire Period of Delivery under each Confirmation hereto.” (b) The first sentence of the second paragraph of Section 10 of the WSPP Agreement is amended by deleting the “or” before “(ii)” and adding to the end of such sentence “or (iii) if the Party claiming inability to perform is a Governmental Entity or Public Power System, any action taken by the Governmental Entity or Public Power System in its governmental capacity.”
(c) Section 13.1 of the WSPP Agreement is amended to change "FERC" to "FERC or the CPUC".
(d) Section 21.2 of the WSPP Agreement is deleted and replaced with the following:
“Any Party due monies under this Agreement, the amounts of which are not in dispute or if disputed have been the subject of a decision awarding monies, (i) shall have the right to seek payment of such monies in court in accordance with Section 34.1 and (ii) shall possess the right to seek relief directly from such court without first exercising termination and liquidation rights under Section 22.

In addition, each Party shall possess the right to seek specific performance (injunctive relief) of the non-delivery related terms of this Agreement and any Confirmation in court in accordance with Section 34.1. In seeking to enforce the terms of this Agreement, however, consistent with Section 21.1, no Party is entitled to receive or recover monetary damages except as provided in Sections 21.3 and 22.”
(e) Section 21.3(d) of the WSPP Agreement is modified by replacing the words “After informal dispute resolution as required by Section 34.1, any remaining dispute involving the calculation of the damages shall be referred to binding dispute resolution as provided by Section 34.2 of this Agreement” with “Unless otherwise resolved informally, any dispute involving the calculation of the damages shall be resolved in accordance with Section 34.1 of this Agreement”.
(f) Section 21 of the WSPP Agreement is modified by adding the following Section 21.4:
“No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (provided such jurisdiction is consistent with the venue provisions in Section 34.1), (c) relief by way of injunction, or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment.”
DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
8 (g) Section 22.3(e)(i) of the WSPP Agreement is modified by replacing the words “Any disputes as to the methodology shall be resolved pursuant to the dispute resolution procedures in Section 34, with binding arbitration pursuant to Section 34.2 required for disputes as to the methodology if mediation is unsuccessful” with “Unless otherwise resolved informally, any disputes as to the methodology shall be resolved in accordance with Section 34.1 of this Agreement”.
(h) Section 22.3(f) of the WSPP Agreement is modified by replacing the words “submitted to informal dispute resolution as provided in Section 34.1 of this Agreement and thereafter binding dispute resolution pursuant to Section 34.2 if the informal dispute resolution does not succeed in resolving the dispute” with “resolved in accordance with Section 34.1 of this Agreement”.
(i) Section 24 of the WSPP Agreement is deleted and replaced with the following:
“This WSPP Agreement and any Confirmation shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law or contrary provisions of the WSPP Agreement, if any.”
(j) Subsections 34.1 and 34.2 of the WSPP Agreement are deleted and replaced with the following:
“34.1
(a) Consent to Jurisdiction. ALL JUDICIAL PROCEEDINGS BROUGHT

AGAINST ANY PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT

SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT

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

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

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

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

PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT

BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER

IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY

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

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

34.2 Reserved.”
(k) Subsection 34.3 of the WSPP Agreement is modified by deleting “The Parties shall equally divide the costs of the arbitrator or mediator and the hearing.” (l) Subsection 34.4 of the WSPP Agreement is deleted and replaced with:
“34.4 Reserved.”
DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
9 (m) Subsections 34.5 and 34.6 are hereby added to Section 34 of the WSPP Agreement:
“34.5 Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT

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

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

34.6 LIMITATION OF DAMAGES. THE PARTIES CONFIRM THAT THE EXPRESS

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

FOR BREACH OF ANY PROVISION OF THIS AGREEMENT OR ANY

CONFIRMATION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF

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

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

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

DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL

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

ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY

SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,

EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS

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

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

HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE

WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO,

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

THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE

LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE

DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN

ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED

HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.”
(n) Section 35 of the WSPP Agreement is modified by inserting the following paragraph between the first and second sentences:
“The Parties agree that each Party’s business consists in whole or in part of entering into forward contracts as or with merchants in capacity or energy, which is presently the subject of dealing in the forward contract trade. The Parties further agree that the transactions entered into pursuant to any Confirmations hereunder (as provided in Article 32 of the WSPP Agreement) are forward contracts involving the sale of capacity and/or energy, which are presently the subject of dealing in the forward contract trade. No Party shall assert before any court or other governmental authority either that another Party is not, or shall not be treated as, a forward contract merchant or that the transaction entered into pursuant, to any Confirmations hereunder (as provided in Article 32 of the WSPP DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
10 Agreement) are not, or shall not be treated as, forward contracts under the United States Bankruptcy Code.”
(o) The following phrase is inserted at the beginning of Section 37 of the WSPP Agreement:
“On the date of entering into this Confirmation and throughout the Delivery Period,” (p) Section 37 of the WSPP Agreement is further modified by adding the following new paragraph at the end:
“Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Confirmation, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Confirmation, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures, has or will be taken and performed as required under the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.), and the Governmental Entity or Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with applicable law, (iii) entry into and performance of this Confirmation by Governmental Entity or Public Power System are for a proper public purpose within the meaning of all relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Confirmation does not extend beyond any applicable limitation imposed by relevant constitutional, organic or other governing documents and applicable law, (v) the Governmental Entity or Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Agreement and each Confirmation by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.” (q) Section 41 “Witness” of the WSPP Agreement shall become Section 42 and the following “Mobile Sierra” Section shall be inserted as Section 41:
“The Parties agree as follows:

DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
11 From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:

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

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

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

ELK HILLS POWER, LLC SILICON VALLEY CLEAN ENERGY

AUTHORITY
By:

Name: J. Parks Wesson
Title: Director - Marketing
By:

Name:

Title:

By:

Name: Joseph Alves
Title: Manager – Power Marketing
[Signature Page to Resource Adequacy Confirmation Agreement] DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF Girish Balachandran
CEO
DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
DocuSigned by:
parks
'
ACE29092A59640B...

DocuSigned by:
'
3FDE7C41D238499...

DocuSigned by:
5CA64B9AC4C24C3...
13 APPENDIX A

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

DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
14 “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction. “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Replacement Price” means the price at which Purchaser, acting in a commercially reasonable manner, purchases a replacement for any Product specified in this Confirmation but not delivered by Seller, plus costs reasonably incurred by Purchaser in purchasing such substitute Product, or at Purchaser’s option, the market price for such Product not delivered as determined by Purchaser in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Purchaser be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Purchaser’s liability.
“SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to Purchaser on the Effective Date.
“Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time. “Unit” means the generation unit described in Appendix B and any other generating unit that is capable of supply the Contract Quantity of Product during the Delivery Period. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

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

Additional Product Information (fill in all that apply):

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

Flexible Capacity Category (if applicable):

Delivery Period:

Contract Quantity and Contract Price:

RAR and Local RAR, as applicable
Showing Month
and Year
Contract Quantity
(MW)
Contract Price
($/kW-mo.)
DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
16 Unit 1
Unit Specific Information
Resource Name Elk Hills Power
Physical Location 4026 Skyline Road, Tupman, CA
CAISO Resource ID _ ELKHIL_2_PL1X 3_______
SCID of Resource EMM2
Unit NQC by month (e.g., Jan=50,Feb=65): 380 MWs
Unit EFC by month (e.g., Jan=30, Feb=50) _171 MWs_______ Resource Type (e.g., gas, hydro, solar, etc.) Natural Gas Fired Minimum Qualified Flexible Capacity Category
(Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) PG&E
Prorated Percentage of Unit Factor ________
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno, Sierra,
Kern, LA Basin, Bay Area, Stockton, Big
Creek-Ventura, NCNB, San Diego-IV or
Humboldt )
CAISO North System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 (All Hours – planned availability is
unrestricted)
DocuSign Envelope ID: 41269E47-2014-47A2-8AD3-D929D2AF3127 DocuSign Envelope ID: FC2BEF2E-5EB9-4C2C-9590-A3D867FF7CBF DocuSign Envelope ID: A27E7C49-286A-4564-BC8A-B33EF46FD975 Appendix A Elk Hills Power
17 APPENDIX C

NOTICE INFORMATION
Seller: Elk Hills Power, LLC Purchaser: Silicon Valley Clean Energy Authority

Page 1 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023

WSPP RESOURCE ADEQUACY CONFIRMATION
This confirmation (“Confirmation”) confirms the transaction between Chevron Power Holdings Inc. (“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 September 11, 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 shall be subject to the terms and conditions of the Western Systems Power Pool Agreement (Effective Version: August 26, 2022) as amended from time to time (the “WSPP Agreement”) to which both Seller and Purchaser are members. The WSPP Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the WSPP Agreement or the Tariff (as applicable). To the extent the terms of this Confirmation conflict with the WSPP Agreement, the terms of this Confirmation shall control.

SECTION 1 TRANSACTION TERMS
☐ Flexible RA Product:

Seller shall provide Purchaser with FCR Attributes from the Units in the amount of the Contract Quantity. ☐ 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 other than an Uncontrollable Force, then Seller shall have the option to supply Alternate Capacity 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, the Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 3.4.
☒ 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 adjustment of the Contract Quantity of any Unit in accordance with Section 3.2, Seller shall have the option to notify Purchaser that either (a) Seller will not provide the portion of 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 3.3. 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 3.2, then Seller shall have the option to supply Alternate Capacity pursuant to Section 3.3 to fulfill the remainder of the Contract Quantity during such period or Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 3.4.

SECTION 2 COMMERCIAL TERMS; UNIT INFORMATION

COMMERCIAL TERMS
Delivery Period:
.

Delivery Point: the CAISO Control Area, and if applicable, the LAR region in which the Unit is electrically interconnected.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 2 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 Contract Quantity,
Contract Price and
Resource ID:

Delivery Period
Contract
Quantity
(MW)
Contract
Price
($/kW-month)
Resource ID
OMAR_2_UNIT 1
OMAR_2_UNIT 2
OMAR_2_UNIT 4
OMAR_2_UNIT 4
OMAR_2_UNIT 1
OMAR_2_UNIT 4
OMAR_2_UNIT 4
SYCAMR_2_UNIT 1

UNIT INFORMATION
Name:

Kern River Cogen
Facility
Kern River Cogen
Facility
Kern River Cogen
Facility
Location: Bakersfield, CA Bakersfield, CA Bakersfield, CA CAISO Resource ID: OMAR_2_UNIT 1 OMAR_2_UNIT 2 OMAR_2_UNIT 4 Product Type (Flexible or Generic): Generic Generic Generic Unit NQC (If Generic): 75 75 75
Unit EFC (If Flexible): NA NA NA
Resource Type: Gas Cogen Gas Cogen Gas Cogen
Resource Category (1, 2, 3 or 4): 4 4 4
Point of Interconnection with the
CAISO Controlled Grid (“Substation”): NA NA NA
Flexible RAR Category (1, 2 or 3): NA NA NA
Path 26 (North, South or None): South 26 South 26 South 26 LAR Attributes (Yes or No): No No No
Local Capacity Area (if any, as of
Effective Date): BCV BCV BCV
Deliverability restrictions, if any, as
described in most recent CAISO
deliverability assessment:

None None None
Run Hour Restrictions: None None None
Flexible Capacity Category
(Base/Peak/Super-peak) (as of the
Effective Date): NA NA NA
DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 3 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023

UNIT INFORMATION
Name: Sycamore Cogen Facility
Location: Bakersfield, CA
CAISO Resource ID: SYCAMR_2_UNIT 1
Product Type (Flexible or Generic): Generic
Unit NQC (If Generic): 74
Unit EFC (If Flexible): NA
Resource Type: Gas Cogen
Resource Category (1, 2, 3 or 4): 4
Point of Interconnection with the CAISO
Controlled Grid (“Substation”): NA
Flexible RAR Category (1, 2 or 3): NA
Path 26 (North, South or None): South 26
LAR Attributes (Yes or No): No
Local Capacity Area (if any, as of Effective Date): BCV Deliverability restrictions, if any, as described in
most recent CAISO deliverability assessment: None
Run Hour Restrictions: None
Flexible Capacity Category (Base/Peak/Super-peak) (as of the Effective Date): NA SECTION 3 DELIVERY OBLIGATIONS AND ADJUSTMENTS

3.1 Sale and Delivery of Product.
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). The Product does not confer to Purchaser any right to the electrical output from the Units, other than the right to include the Expected Contract Quantity associated with the Contract Quantity in RAR Showings, LAR Showings, and FCR Showings, as applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Confirmation Seller retains the right to sell pursuant to the Tariff any RA Capacity from a Unit that is in excess of that Unit’s Contract Quantity and any RAR Attributes, LAR Attributes or FCR Attributes not otherwise transferred, conveyed, or sold to Purchaser under this Confirmation.
(b) Seller will deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Purchaser, 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 Shown Unit’s Scheduling Coordinator to submit, on a timely basis with respect to each applicable Showing Month, DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 4 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Expected Contract Quantity.
(d) Seller will sell and deliver from a Shown Unit. Seller will identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the Unit Information 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 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.
(f) The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with Purchaser’s instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit 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 3.1(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 and the Product in its Resource Adequacy Plan with the CPUC or CAISO.

3.2 Adjustments to Contract Quantity.
(a) Uncontrollable Force. Seller’s obligation to deliver the Contract Quantity for each day of each Showing Month may be reduced at Seller’s option by the amount of any outage which exist due to such Uncontrollable Force.
(b) Planned Outages. If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliver the Contract Quantity for each day of 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 for the applicable days of such Planned Outages; provided, (i) Seller notifies Purchaser no later than the Notification Deadline applicable to that Showing Month of the amount of Product from the Unit Purchaser is permitted to 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.
(c) Unit NQC Adjustments. If Product is both (i) Generic RA Product, and (ii) Contingent Firm RA Product, then Seller’s obligation to deliver the applicable Contract Quantity for any Showing Month may also be reduced if the Unit experiences a reduction in Unit NQC, as determined by the CAISO. Seller’s potential reduction in Contract Quantity for each remaining Showing Month shall equal the product of (a) the applicable Showing Month Contract Quantity and (b) the total amount (in MW) that the Unit NQC was reduced since the Effective Date, divided by (c) Unit NQC as of the Effective Date. If the Unit experiences such a reduction in RA Capacity, then Seller has the option, but not the obligation, to provide the applicable Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product and/or (ii) from DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 5 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 Replacement Units, provided, that in each case Seller provides and identifies such Replacement Units in accordance with Section 3.3.
(d) Unit EFC Adjustments. If Product is both (i) Flexible RA Product, and (ii) Contingent Firm RA Product, then Seller’s obligation to deliver the applicable Contract Quantity of Product for any Showing Month may also be reduced if the Unit experiences a reduction in Unit EFC as determined by the CAISO. Seller’s potential reduction in Contract Quantity for each remaining Showing Month shall equal the product of (a) the applicable Showing Month Contract Quantity and (b) the total amount (in MW) Unit EFC was reduced since the Effective Date, divided by (c) Unit EFC as of the Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller has the option, but not the obligation, to provide the applicable Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product and/or (ii) from Replacement Units, provided, that in each case Seller provides and identifies such Replacement Units in accordance with Section 3.3.

3.3 Seller’s Option to Provide Alternate Capacity.

If Seller elects to provide Alternate Capacity pursuant to the transaction terms elected in Section 1 or Seller desires to provide 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 Alternate Capacity from one or more Replacement Units in an amount such that the total amount of Product provided to Purchaser from the Unit and Replacement Units for each day of the Showing Month is not more than the Contract Quantity for the applicable Showing Month, provided that Seller notifies Purchaser by the Notification Deadline of its intent to provide replacement Product and identify Replacement Units meeting all of the requirements of this Confirmation. Once Seller has identified in writing any Replacement Units that meet the requirements of this section then any such Replacement Units shall be automatically deemed a Unit for purposes of this Confirmation for that Showing Month.

3.4 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, Purchaser may enter into purchase transactions with one or more parties to replace any portion of Expected Contract Quantity not provided by Seller (“Replacement Capacity”). Purchaser shall use commercially reasonable efforts to minimize damages when procuring any Replacement Capacity; provided that Purchaser shall not be required to utilize or change the dispatch of other resources in its portfolio.

Seller shall pay to Purchaser at the time set forth in Section 9 of the WSPP Agreement, the following damages in lieu of damages specified in Section 21 of the WSPP Agreement:
an amount equal to the positive difference, if any, between (i) the sum of (A) the actual cost paid by Purchaser for any Replacement Capacity, plus (B) each Capacity Replacement Price times the amount of the Expected Contract Quantity neither provided by Seller nor purchased by Purchaser, and (ii) the Expected Contract Quantity not provided for the applicable Showing Month times the Contract Price for that month. (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 DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 6 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 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 pursuant to Section 28 of the WSPP Agreement.

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

3.5(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 to allow such Subsequent Purchasers to use such resold Product in a manner consistent with Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Shown Unit’s SC to comply with this Confirmation, Seller will be liable to Purchaser for the amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product.
(b) Purchaser shall notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two (2) Business Days before the 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, or if necessary to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity of Product for each Showing Month for re-sale into such market, and Seller and the Unit’s SC shall comply with the Purchaser’s direction and Purchaser shall retain and receive all revenues from such re-sale.

SECTION 4 PAYMENTS

4.1 Payment.

In accordance with the terms of Section 9 of the WSPP Agreement, Purchaser shall make a payment to Seller, in arrears after the applicable Showing Month, equal to 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; provided, however, that the payment shall be adjusted to reflect any portion of the Expected Contract Quantity for the Showing Month that was not delivered. The final product of this calculation shall be rounded to the nearest penny (i.e., two decimal places).

4.2 Allocation of Other Payments and Costs.

Seller may retain any revenues it may receive from the CAISO or any other third party with respect to any Unit for (i) start-up, shut-down, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales and flexible product sales, (iv) any revenues for black start or reactive power services, or (v) the sale of the unit-contingent call rights on the generation capacity of the Unit to provide energy to a third party, so long as such rights do not confer on such third party the right to claim any portion of the RA Capacity sold hereunder in order to make an RAR Showing, LAR Showing, FCR Showing, or any similar capacity or resource adequacy showing with the CAISO or CPUC. Purchaser acknowledges and agrees that all Availability Incentive Payments are for the benefit of Seller and for Seller’s account, and that Seller shall receive, retain, or be entitled to receive all credits, payments, and revenues, if any, resulting from Seller achieving or exceeding Availability Standards. The Parties acknowledge and agree that any Non-Availability Charges are the responsibility of Seller, and for Seller’s account and Seller shall be responsible for all fees, charges, or penalties, if any, resulting from Seller failing to achieve Availability Standards.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 7 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 SECTION 5 OTHER PURCHASER AND SELLER COVENANTS

5.1 CAISO Requirements.

During the Delivery Period, except to the extent any Unit is in an Outage, or is affected by an event of Force Majeure that results in a partial or full Outage of that Unit, Seller shall either schedule or cause the Unit’s Scheduling Coordinator 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 Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff relating to the Product. Purchaser shall have no liability for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions, including any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator, owner, or operator for such noncompliance.

5.2 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization.

Throughout the Delivery Period, Purchaser and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (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, provided that neither party is required to spend more than $10,000 in total in support of such actions) shall include, without limitation cooperating with and providing, and in the case of Seller causing each Shown Unit’s Scheduling Coordinator, 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 under Applicable Laws, including to demonstrate that the Expected Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to qualify as RA Capacity, 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, provided that Seller shall not be required to incur any third party costs or agree to any material modifications to this Agreement.

5.3 Seller’s Representations and Warranties.

Seller represents and warrants to Purchaser throughout the delivery period that:
(a) During the Delivery Period, no part of the Contract Quantity 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 qualifies under the Tariff for the Product, and the Shown Unit and Seller are capable of delivering the Product;
(c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit 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; and
(d) if applicable, Seller has notified either the Shown Unit’s Scheduling Coordinator or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser.

5.4 Market Based Rate Authority.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 8 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 Seller agrees, in accordance with FERC Order No. 697, to, upon reasonable request of Purchaser, 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 also agrees that it will 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.

SECTION 6 GENERAL PROVISIONS

6.1 Confidentiality.

Notwithstanding Section 30.1 of the WSPP Agreement, the Parties agree that Purchaser may disclose the Expected Contract Quantity under this Transaction to any Governmental Body, the CPUC, the CAISO or any LRA having jurisdiction in order to support its LAR Showings, RAR Showings, and/or FCR Showings, as applicable, and Seller may disclose the transfer of the Expected Contract Quantity under this Transaction to the Scheduling Coordinator of each Unit in order for such Scheduling Coordinator to timely submit accurate Supply Plans. 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.).

6.2 Change in Law.

If any action by the CPUC, CAISO or any Governmental Body having jurisdiction, or any change in Applicable Laws, occurring after the 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, the Parties shall work in good faith to revise this Confirmation so that the Parties can continue to perform their obligations regarding the purchase and sale of the Product sold hereunder in a manner that best maintains their respective original intentions.

6.3 Change in RA Requirements.

If, after the Effective Date, the CAISO or the CPUC (a) replaces NQC as the value utilized to measure the qualifying capacity of a Unit that can be applied toward compliance with RAR, or (b) otherwise changes the methodology for calculating the Unit NQC or the applicable successor value such as unforced capacity (UCAP), such that the Unit NQC or applicable successor value of a Unit would be reduced (each a “Change in RA Requirements”), then from and after each such Change in RA Requirements (i) Seller will provide notice to Purchaser stating the equivalent amount of qualifying capacity of a Unit described in Section 2 that can be applied toward compliance with RAR following the Change in RA Requirements (the “Compliance Adjusted Unit NQC”), and (ii) Seller will be excused from delivering the portion of the Contract Quantity equal to the difference between the Unit NQC as calculated under the CPUC and CAISO resource adequacy counting rules as of the Effective Date, minus the Compliance Adjusted Unit NQC applicable after the Change in RA Requirements.

6.4 No Recourse to Members of Purchaser
Purchaser 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. Purchaser will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation. Seller will have no rights and will not make any claims, take any actions or assert any remedies against any of Purchaser's constituent members, or the officers, directors, advisors, contractors, consultants or employees of Purchaser or Purchaser's constituent members, in connection with this Confirmation.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 9 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023

6.5 Counterparts.

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

6.6 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.

6.7 Notices.

The representative and contact information of each Party are as set out in Appendix A. Each Party may change its representative or contact information by notice to the other Party.

6.8 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.

SECTION 7 WSPP AGREEMENT CHANGES

7.1 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 DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 10 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 (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 after “(d)” and renumbering “(e)” to “(i)”:
“(e) the failure of the Defaulting Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the quantities of capacity and/or energy due under this Agreement, the exclusive remedy for which is provided in Section

21.3) if such failure is not remedied within ten (10) Business Days after written notice; (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 pay its debts generally 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 in Section 22.2, “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (d) Section 22.3 is amended by:
(i) In Section 22.3(b), replacing the second sentence thereof with “The “Present Value Rate” shall be determined by the Non-Defaulting Party in a commercially reasonable manner.”;
(ii) In Section 22.3(c), deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceeds its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section in this Confirmation or Agreement to the contrary.” (iii) In Section 22.3(e), delete the entire provision (including subsections) and replace it with the following: “[intentionally omitted]”;
(iv) In Section 22.3(f), delete the entire provision and replace 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 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.”
(e) Section 24 of the is deleted and replaced with the following:

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 11 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 “This Agreement and any Confirmation shall be governed by and construed, enforced and performed in accordance with the laws of the State of California, without regard to principles of conflicts of law.”
(f) The netting provisions of Section 28, NETTING, shall apply to the transaction covered by this Confirmation as if Purchaser and Seller had both executed Exhibit A, NETTING, to the Agreement. Both Parties intend for the netting provisions of Exhibit A to the Agreement to be effective on the Effective Date.
(g) 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”. (h) Subsections 34.1 and 34.2 are hereby deleted and replaced with the following:
“34.1 WAIVER OF JURY TRIAL

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT

IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY) AND HEREBY (i) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO

HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.” “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.”
(i) The phrase “arbitration or” is hereby deleted from the first line of Section 34.4. (j) The following shall be inserted as a new Section 34.5; provided, however, that the following new Section 34.5 shall not limit Purchaser’s right to recover from Seller, or Seller’s obligation to pay Purchaser, any and all amounts owed under Section 4.8 of this Confirmation, including penalties as specified therein:
“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, 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 DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 12 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023

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.”
(k) Section 37 is amended by inserting the following in the beginning of the section: “On the date of entering into this Confirmation,”.
(l) Section 41 “Witness” shall become Section 42 and the following “Standard of Review” Section substituted in its place:
“The Parties agree as follows:

For purposes of this Section, the term “Transaction” means a specific sale and purchase, or an option for sale and purchase, of capacity and/or energy to be supplied by one Party to the other Party. 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.”
SECTION 8 DEFINITIONS
“Agreement” has the meaning specified in the preamble.
“Alternate Capacity” means replacement Product from a Replacement Unit which Seller has elected to provide to Purchaser in accordance with the terms of Section 3.3. “Applicable Laws” means any law, rule, regulation, order, decision, judgment, or other legal or regulatory determination by any Governmental Body having jurisdiction over one or both Parties or this Transaction, including without limitation, the Tariff.
“Availability Incentive Payments” has the meaning set forth in the Tariff. “Availability Standards” has the meaning set forth in the Tariff.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 13 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 “CAISO” means the California Independent System Operator or its successor. “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. “Capacity Replacement Price” means (a) the price actually paid for any Replacement Capacity purchased by Purchaser pursuant to Section 3.4 hereof, plus costs reasonably incurred by Purchaser in purchasing such Replacement Capacity, or (b) absent a purchase of any Replacement Capacity, the market price for such Expected Contract Quantity not delivered. The Purchaser shall determine such market prices in a commercially reasonable manner. For purposes of this Transaction and Confirmation, the “Capacity Replacement Price” shall be deemed to be the “Replacement Price” as defined in the WSPP Agreement. “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. “Confirmation” has the meaning specified in the preamble. “Contingent Firm RA Product” has the meaning specified in Section 1. “Contract Price” means the price specified in Section 2. “Contract Quantity” means the amount of Product (in MWs) specified in Section 2. “CPUC” means the California Public Utilities Commission. “CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements, and instructions for LSEs to demonstrate compliance with the CPUC’s resource adequacy program.
“CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“Delivery Period” has the meaning specified in Section 2. “Effective Date” has the meaning specified in the preamble. “Effective Flexible Capacity” has the meaning set forth in the Tariff. “Expected Contract Quantity” means, with respect to any particular day of any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product for such day of such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity with respect to for such day, and (b) for Contingent Firm RA Product, the Contract Quantity of Product for such day of such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity with respect to for such day, less any reductions to Contract Quantity for such day specified in Section 3.2 with respect to which Seller has not elected to provide Alternate Capacity.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 14 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 “FCR Attributes” means, with respect to a Unit, any and all FCR attributes that can be counted toward an LSE’s FCR, as they are identified from time to time by the CPUC Decisions, the Tariff, an LRA, or other Governmental Body having jurisdiction that can be counted toward FCR and are consistent with the operational limitations and physical characteristics of such Unit. For clarity, if the CAISO, LRA, or other Governmental Body, defines new or re-defines the FCR Attributes of a Unit, then such change will not result in a change in obligations or payments made pursuant to this Transaction. “FERC” means the Federal Energy Regulatory Commission.
“Firm RA Product” has the meaning specified in Section 1. “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. “Flexible Capacity Requirements” or “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or another Governmental Body having jurisdiction.
“Flexible RA Product” has the meaning specified in Section 1. “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.
“LAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes (or other locational attributes related to system reliability), as they are identified as of the Effective Date by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the Unit within the CAISO Control Area, that can be counted toward LAR and are consistent with the operational limitations and physical characteristics of such Unit, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Unit is physically located or electrically interconnected. For clarity, if the CAISO, LRA, or other Governmental Body defines new or re-defines existing local areas, then such change will not result in a change in obligations or payments made pursuant to this Transaction. “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.
“Load Serving Entity” or “LSE” has the meaning set forth in the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” or “NQC” has the meaning set forth in the Tariff. “Notification Deadline” is fifteen (15) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Party” and “Parties” have the meanings specified in the preamble. “Planned Outage” means, subject to and as further described in the CPUC Decisions and the Tariff (Planned Outage referred to as “Approved Maintenance Outage” under the Tariff), 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, Local RAR or FCR, as specified in Sections 1 and 2.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 15 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 “Purchaser” has the meaning specified in the preamble.
“RAR Attributes” means, with respect to a Unit, all resource adequacy attributes, as they are identified as of the Effective Date by the Tariff, the CPUC Decisions, LRA, or any Governmental Body having jurisdiction, that can be counted toward RAR and are consistent with the operational limitations and physical characteristics of such Unit, exclusive of any LAR Attributes or FCR Attributes. “RAR Showings” means the RAR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the CAISO), pursuant to the Tariff or CPUC Decisions, or to an LRA having jurisdiction. “Replacement Capacity” has the meaning specified in Section 3.4. “Replacement Unit” means a generating unit of the same resource type and having the same capacity attributes as the Unit(s) originally identified in Section 2 hereof, including the same Resource Category, RAR Attributes, and, as applicable, LAR Attributes, FCR Attributes, and Flexible Capacity Category, and otherwise meeting the requirements of this Confirmation. 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, exclusive of LAR and FCR, established for LSEs by the CPUC pursuant to the CPUC Decisions, by the Tariff, an LRA, or other Governmental Body having jurisdiction over the Compliance Obligations. “Resource Category” shall be as described in the CPUC Filing Guide, as such may be modified, amended, supplemented, or updated from time to time.
“Seller” has the meaning specified in the preamble.
“Showing” means the LAR Showing, RAR Showing, or FCR Showing, as applicable. “Scheduling Coordinator” has the meaning set forth 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 a Replacement Unit.
“Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Supply Plan” means the supply plans, or similar or successor filings, that each Scheduling Coordinator representing RA Capacity submits to the CAISO, LRA, or other Governmental Body, pursuant to Applicable Laws, in order for that RA Capacity to count for its RAR Attributes, LAR Attributes, and/or FCR Attributes. “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. “Transaction” has the meaning specified in the preamble. “Unit” or “Units” shall mean the generation assets described in Section 2 hereof (including any Replacement Units), from which RA Capacity is provided by Seller to Purchaser. “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.

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

Page 16 of 18 ends

WSPP RESOURCE ADEQUACY Confirmation
Chevron Power Holdings Inc. & Silicon Valley Clean Energy Authority – September 11,2023 “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. “WSPP Agreement” has the meaning specified in the preamble. [SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron
AGREED AS OF THE EFFECTIVE DATE:

Chevron Power Holdings Inc. Silicon Valley Clean Energy Authority By: _____________________________ By: _____________________________ Name: Brenda McNew Name: ___________________________
Title: Attorney-in -Fact Title: ____________________________ DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 CEO
Girish Balachandran
DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron
x DocuSigned by:
88942A5BAAAF4DF...
x DocuSigned by:
'
5CA64B9AC4C24C3...

APPENDIX A

NOTICE INFORMATION
Seller: Chevron Power Holdings Inc. Purchaser: Silicon Valley Clean Energy Authority Invoices:

DocuSign Envelope ID: 293BE73F-37FA-48E1-A3DE-81D39B564D3A DocuSign Envelope ID: BC71E550-85D5-49D0-9187-D33BBE3C4483 DocuSign Envelope ID: 115B2DF6-69DD-4482-BD1F-0B06B8AC3B9E Appendix A Chevron

CONFIRMATION OF POWER PURCHASE

AND SALE TRANSACTION
700 Universe Blvd, EPM/JB, Juno Beach, FL 33408 NEM Ref No: 3778505 page 1 Date: August 26, 2023
Transaction Number: 3778505
To: Silicon Valley Clean Energy Authority (Buyer)
Trader:

From: NextEra Energy Marketing, LLC (Seller)
Trader: Ruben Lorenzo
This confirmation confirms the terms and conditions of the physical power transaction entered into between the parties.

Trade Date: August 25, 2023
Type of Transaction: FIRM (LD)
Term: From and including: 01/01/2024
Through: 03/31/2024
Delivery Period: Hour Type: 7x8
Days of Week: Sunday through Saturday and NERC holidays Hour Endings: 0100 through 0600
2300 through 2400
Time Zone: Pacific Prevailing Time (PPT)
Hour Type: 6x16
Days of Week: Monday through Saturday excluding NERC holidays Hour Endings: 0700 through 2200
Time Zone: Pacific Prevailing Time (PPT)
Hour Type: 1x16
Days of Week: Sunday and NERC holidays
Hour Endings: 0700 through 2200
Time Zone: Pacific Prevailing Time (PPT)
Contract Quantity:

Total Contract Quantity:

Contract Price: $
Delivery Point: TH_NP15_GEN-APND
Scheduling Rules: Seller shall schedule DAY-AHEAD physical delivery of the Contract Quantity to Buyer at the Delivery Point to occur during the applicable Delivery Period in accordance with the rules and procedures of the Transmission Provider.

DocuSign Envelope ID: 8D2E543C-7A22-4C93-8189-3B4E03611EE8 DocuSign Envelope ID: 7E1F3A00-8579-4B91-A2D1-5D6AC3084133 Appendix A NextEra
NEXTera
ENERGY^
MARKETIkG

CONFIRMATION OF POWER PURCHASE

AND SALE TRANSACTION
700 Universe Blvd, EPM/JB, Juno Beach, FL 33408 NEM Ref No: 3778505 page 2 Special Terms:

Governing Terms: Unless otherwise noted in this confirmation, this transaction is governed by the terms and conditions of the Master Agreement between NextEra Energy Marketing, LLC and Silicon Valley Clean Energy Authority executed on March 14, 2019.

Upon receipt:

1. If this confirmation does not reflect your understanding of this Transaction please notify the Risk Management Department of NextEra Energy Marketing, LLC by fax at or email to .

2. If this confirmation reflects your understanding of this Transaction please sign where indicated and fax to
NextEra Energy Marketing, LLC Silicon Valley Clean Energy Authority By: By:
_________________________________
Name: Nicole Lawrence Name: _________________________________ Title: Sr. Trading Risk Analyst Title: _________________________________ Date: August 26, 2023 Date: _________________________________ Contact: phone: Contact: _________________________________ DocuSign Envelope ID: 8D2E543C-7A22-4C93-8189-3B4E03611EE8 CEO
9/5/2023
Girish Balachandran
DocuSign Envelope ID: 7E1F3A00-8579-4B91-A2D1-5D6AC3084133 Appendix A NextEra
NEXTera
ENERGY^

MARKETING
z DocuSigned by:
5CA64B9AC4C24C3...

CONFIRMATION OF POWER PURCHASE

AND SALE TRANSACTION
700 Universe Blvd, EPM/JB, Juno Beach, FL 33408 NEM Ref No: 3778494 page 1 Date: August 26, 2023
Transaction Number: 3778494
To: Silicon Valley Clean Energy Authority (Buyer)
Trader:

From: NextEra Energy Marketing, LLC (Seller)
Trader: Ruben Lorenzo
This confirmation confirms the terms and conditions of the physical power transaction entered into between the parties.

Trade Date: August 25, 2023
Type of Transaction: FIRM (LD)
Term: From and including: 10/01/2023
Through: 12/31/2023
Delivery Period: Hour Type: 7x8
Days of Week: Sunday through Saturday and NERC holidays Hour Endings: 0100 through 0600
2300 through 2400
Time Zone: Pacific Prevailing Time (PPT)
Hour Type: 6x16
Days of Week: Monday through Saturday excluding NERC holidays Hour Endings: 0700 through 2200
Time Zone: Pacific Prevailing Time (PPT)
Hour Type: 1x16
Days of Week: Sunday and NERC holidays
Hour Endings: 0700 through 2200
Time Zone: Pacific Prevailing Time (PPT)
Contract Quantity:

Total Contract Quantity:

DocuSign Envelope ID: 8D2E543C-7A22-4C93-8189-3B4E03611EE8 DocuSign Envelope ID: C07D8612-899C-4C23-BF79-5B0922AE7242 Appendix A NextEra
NEXTera
ENERGY^
MARKETIkG

CONFIRMATION OF POWER PURCHASE

AND SALE TRANSACTION
700 Universe Blvd, EPM/JB, Juno Beach, FL 33408 NEM Ref No: 3778494 page 2 Special Terms:

Upon receipt:

1. If this confirmation does not reflect your understanding of this Transaction please notify the Risk Management Department of NextEra Energy Marketing, LLC by fax at or email to .

2. If this confirmation reflects your understanding of this Transaction please sign where indicated and fax to .

NextEra Energy Marketing, LLC Silicon Valley Clean Energy Authority By: By:
_________________________________
Name: Nicole Lawrence Name: _________________________________ Title: Sr. Trading Risk Analyst Title: _________________________________ Date: August 26, 2023 Date: _________
Contact: phone: Contact: _________________________________ DocuSign Envelope ID: 8D2E543C-7A22-4C93-8189-3B4E03611EE8 Girish Balachandran
CEO
9/5/2023
DocuSign Envelope ID: C07D8612-899C-4C23-BF79-5B0922AE7242 Appendix A NextEra
NEXTera
ENERGY^

MARKETING
x DocuSigned by:
5CA64B9AC4C24C3.. .

CONFIRMATION
This confirmation agreement (“Confirmation”) confirms the Transaction between TransAlta Energy Marketing (U.S.) Inc. (“Seller”) and Silicon Valley Clean Energy Authority (“Purchaser”), each individually a “Party” and together the “Parties,” dated as of August 25, 2023 (“Effective Date”) regarding the sale and purchase of electric capacity and/or electric energy under the terms and conditions set forth below.

Transaction Number: 1267852 (Q3-24)
Purchaser: Silicon Valley Clean Energy Authority
Seller: TransAlta Energy Marketing (U.S.) Inc.

Trade Date: August 25, 2023
Type of Transaction: Inter-SC Trade
Term and Delivery Period:

July 1, 2024, through September 30, 2024, for all hours Monday through Sunday, including NERC Holidays,
beginning Hour Ending (“HE”) HE0100 through 2400
(24Hours) Pacific Prevailing Time (PPT)
Contract Quantity:

Contract Volume:

Contract Price:

Delivery Point: CAISO NP15
Governing Terms: This Transaction is governed by the terms and conditions of the EEI Master Agreement dated July 24, 2017, as amended August 15, 2019, along with any schedules and amendments thereto (collectively, the “Master Agreement”), and is subject to all the terms and provisions of such agreement.

The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”.

If there is any conflict between the terms set forth in this Confirmation and the Master Agreement, the termsset forth in this Confirmation shall govern. Capitalized terms not otherwise defined in thisConfirmation have the meanings ascribed to them in the Master Agreement.

Counterparts: This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparty were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

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 DocuSign Envelope ID: 1EA4ED07-C2A4-4F28-B888-0A7ECD683E6F DocuSign Envelope ID: 307FD25E-F114-44D0-B1BC-EC1CCBC6A9DA Appendix A TransAlta
Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Confirmation may be entered into only by a written agreement executed by both Parties, and no amendment or modification to this Confirmation shall be enforceable except through a written agreement executed by both Parties.

ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE.

TRANSALTA ENERGY MARKETING
(U.S.) Inc.

SILICON VALLEY CLEAN ENERGY

AUTHORITY
By:

Name: Shauna Britton
By:

Name:

Title: Confirmations Coordinator Title:

Date: 2023/08/29 Date:

DocuSign Envelope ID: 1EA4ED07-C2A4-4F28-B888-0A7ECD683E6F CEO
9/5/2023
Girish Balachandran
DocuSign Envelope ID: 307FD25E-F114-44D0-B1BC-EC1CCBC6A9DA Appendix A TransAlta
x DocuSigned by:
'
5CA64B9AC4C24C3...
1 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

MASTER POWER PURCHASE AND SALE AGREEMENT

RESOURCE ADEQUACY CONFIRMATION LETTER

BETWEEN
SILICON VALLEY CLEAN ENERGY AUTHORITY (“PARTY A”)
AND
PACIFIC GAS AND ELECTRIC COMPANY (“PARTY B”)
This confirmation letter (“Confirmation”) confirms the Transaction between Party A and Party B, which becomes effective on the date fully executed by both Parties (the “Confirmation Effective Date”), in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in this Confirmation. This Transaction is governed by the Master Power Purchase and Sale Agreement between the Parties, effective as of October 25th, 2017, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex, and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation, have the meanings specified for such terms in the Master Agreement or the Tariff (defined below), as applicable. Section references herein are to this Confirmation unless otherwise noted.

ARTICLE 1

TRANSACTION TERMS
Buyer: Party A
Seller: Party B
Product: The Product is the Capacity Attributes of the Unit(s) as defined in Appendix B; provided that if Buyer does not specify the Local Capacity Area in Appendix B, when applicable, then Seller may provide Local RAR from any Local Capacity Area in the Seller’s local areas. The Product does not include any right to the energy, ancillary services, or MTR Attributes (if applicable) of the Unit(s) which shall all be retained by the seller.

Delivery Period:

Contract Quantity and Contract Price: The Contract Quantity and Contract Price for each day of each Showing Month during the Delivery Period shall be set forth in Appendix B.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Firm RA Product
Seller’s obligation to deliver the Contract Quantity of Product for each day included in the Delivery Period is firm and will not be excused for any reason.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
2 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

2.2 Seller To Identify Shown Unit
(a) Seller shall identify the Shown Unit(s) that meet the Product characteristics and Contract Quantity specified in Appendix B by providing Buyer with the specific Unit information no later than:
(i) Fifteen (15) calendar days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month, if the Confirmation Effective Date is at least fifteen (15) calendar days before such Compliance Showing deadline; or
(ii) One (1) business day from the Confirmation Effective Date if the Confirmation Effective Date is less than fifteen (15) calendar days from the Compliance Showing. Section 2.3 of this Confirmation does not apply when the Confirmation Effective Date is within fifteen (15) calendar days of the Compliance Showing.
(b) The Shown Unit should not have characteristics that would trigger the need for Buyer or Seller to file an Advice Letter to the CPUC.
(c) Seller’s notice under this Section 2.2 shall be deemed acceptable to and approved by Buyer upon receipt, unless Buyer, within three (3) Business Days of receipt of Seller’s notice and in writing, notifies Seller of any objections Buyer has to the proposed Shown Unit. If Buyer timely objects, Seller must identify another Shown Unit within five (5) Business Days. Provided such Shown Unit meets the requirements of this Confirmation, this second Shown Unit shall be deemed acceptable to and approved by Buyer upon receipt. This section does not apply if the Confirmation Effective Date is within fifteen (15) calendar days of the relevant Compliance Showing deadline.
(d) Once the Shown Unit designated by Seller is approved or deemed approved in accordance with Section 2.2(c), then any such Shown Unit will be automatically deemed the Unit from which the Product is delivered for purposes of this Confirmation for the affected Showing Month.

2.3 Seller To Provide Alternate Capacity
(a) If Seller desires to provide the Contract Quantity for any Showing Month during the Delivery Period from a different Unit(s) other than the Shown Unit(s) as designated in Section 2.2, then Seller may, at no additional cost to Buyer, provide Buyer with Product from one (1) or more Alternate Units in an amount such that the total amount of Product provided to Buyer from the Unit and Alternate Units for the Showing Month during the Delivery Period is equal to the Contract Quantity for the Delivery Period. If applicable, the Alternate Units shall have Flexible Capacity Categories and Maximum Cumulative Capacity Categories (MCC Buckets) that are reasonably acceptable to Buyer, if different than those listed in Appendix B.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
3 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
(b) If Seller desires to provide Product from an Alternate Unit under Section 2.3(a), Seller must notify Buyer of its intent to provide Product from an Alternate Unit and identify the proposed Alternate Unit meeting the Product characteristics specified in Appendix B no later than five (5) calendar days before the relevant deadlines for the submission of Compliance Showings related to the applicable Showing Month. Seller’s notice under this Section 2.3(b) shall be deemed acceptable to and approved by Buyer upon receipt, unless Buyer, within one (1) Business Day of receipt of Seller’s notice and in writing, notifies Seller of any objections Buyer has to the proposed Alternate Unit. If Buyer timely objects, Seller must identify another Alternate Unit within two (2) Business Days.

Provided such Alternate Unit meets the requirements of a Shown Unit under this Confirmation, thissecond Alternate Unit is deemed acceptable to and approved by Buyer upon receipt.
(c) Once the Alternate Unit is approved or deemed approved in accordance with Section 2.3(b), then any such Alternate Unit will be automatically deemed the Unit from which Product is delivered for purposes of this Confirmation for the affected Showing Month.

2.4 Delivery of Product
(a) Seller shall provide Buyer with the Contract Quantity of Product for each day during the Delivery Period consistent with the following:
(i) Seller shall, on a timely basis with respect to each applicable Showing Month, submit, or cause the Unit’s Scheduling Coordinator to submit, Supply Plans in accordance with the Tariff to identify and confirm the Product provided to Buyer for each day of such Showing Month that is included in the Delivery Period so that the total amount of Product identified and confirmed for each such day of such Showing Month equals the Contract Quantity for such day of such Showing Month.
(ii) Seller will be deemed to have delivered the Product on each day to the extent that Buyer receives credit from CAISO for such day for Product identified and confirmed in the Supply Plan submitted for the Unit. (iii) Hold-Back Capacity, if any, is deemed Contract Quantity delivered, unless utilized under Article 7 as Substitute Capacity, then Contract Quantity is delivered according to the timeline requirements therein. (b) In accordance with Sections 2.2 and 2.3 and subject to Article 7, Seller shall to the extent required by CAISO or the CPUC rules cause the information listed in Appendix B to be included in all applicable Supply Plans and shall cause all Supply Plans to be filed in conformance with the requirements of the CPUC Filing Guide and the Tariff. In addition, if during the Delivery Period, there are changes to the information included in Appendix B, the Parties agree to communicate such changes to each other promptly.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
4 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

2.5 Damages for Failure to Provide Capacity
If Seller fails to deliver to Buyer the Contract Quantity of Product for any day during the Delivery Period in accordance with Section 2.4 then with respect to each Showing Month, Seller is liable for damages pursuant to Section 4.1 of the Master Agreement, and provided that Buyer has prepaid for the Contract of Quantity in accordance with Section

3.1, Seller shall pay to Buyer the following:

For each applicable day during the Showing Month included in the Delivery Period in which the Buyer’s Monthly Payment has been received by Seller in accordance with Section 3.1 of this Confirmation only, the amount equal to (w) the applicable Contract Price divided by (x) the number of days included in the Showing Month multiplied by (y) the amount of Contract Quantity not delivered by Seller on such day, multiplied by (z) 1,000 kW per MW.

2.6 Indemnities for Failure to Deliver Contract Quantity (a) Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC or CAISO resulting from any of the following:
(i) Seller’s failure to deliver any portion of the Contract Quantity of Product for any portion of the Delivery Period and such failure results in the imposition of penalties, fines or costs assessed against Buyer; or (ii) A Unit’s Scheduling Coordinator’s failure to timely or accurately submit Supply Plans in accordance with the applicable Tariff that identify Buyer’s right to the Contract Quantity purchased hereunder for each day of the Delivery Period.
(b) With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize such penalties, fines and costs; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines, and costs.

2.7 Buyer’s Re-Sale of Product
(a) Buyer may re-sell all or a portion of the Product purchased under this Confirmation (“Resold Product”); provided that such re-sell right does not include the ability to offer any portion of Product into the Competitive Solicitation Process. If Buyer re-sells Product, Seller agrees, and agrees to cause the Unit’s Scheduling Coordinator, to follow Buyer’s instructions with respect to providing such Resold Product to subsequent purchasers of such Resold Product to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller further agrees, and agrees to cause the Unit’s Scheduling Coordinator, to take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to allow such subsequent purchasers to use such Resold Product in a manner consistent with Buyer’s rights DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
5 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
under this Confirmation. If Buyer incurs any liability to any subsequent purchaser of such Resold Product due to the failure of Seller or the Unit’s Scheduling Coordinator to comply with the terms of this Confirmation, then Seller shall be liable to Buyer for any liabilities Seller would have incurred under this Confirmation if Buyer had not resold the Product, including without limitation, pursuant to Sections 2.5 and 2.6.
(b) If Buyer exercises its right to re-sell the Product, Buyer shall notify Seller in writing that such sale has occurred by providing to Seller the information described in Appendix C (“Re-sale Plan”). The Re-sale Plan shall be provided no later than three (3) Business Days before the deadline for the Compliance Showings applicable to the relevant Showing Month, except where Buyer exercises its rights under Article 7, then Buyer shall notify Seller in accordance with deadlines described in Article 7. Buyer shall notify Seller of any subsequent changes or further resale of the Resold Product, and such notice shall include all updates to the information in Appendix C in accordance with the deadlines described in this Section 2.7(b).

ARTICLE 3

PAYMENT

3.1 Monthly Payment
Buyer shall make a payment (a “Monthly Payment”) to Seller, for the applicable Showing Month, as follows:

𝑀𝑀𝑀𝑀𝑀𝑀𝑀𝑀ℎ𝑙𝑙𝑙𝑙 𝑃𝑃𝑃𝑃 𝑃𝑃𝑃𝑃 = 𝑄𝑄 × 𝑃𝑃 × 𝐶𝐶𝐶𝐶
where:

Q = The Contract Quantity of Product to be delivered by Seller to Buyer pursuant to Appendix B and consistent with Section 2.4 for the Showing Month
P = The Contract Price for the Showing Month, expressed in dollars per kW-month, as stated in Appendix B CF = The conversion factor equal to 1,000 kW per MW
The Monthly Payment calculation shall be rounded to two decimal places.

If the Confirmation Effective Date is more than fifteen (15) calendar days prior to the deadline for the corresponding Compliance Showing applicable to the relevant Showing Month, payment shall be paid by Buyer and received by Seller no later than fifteen (15) calendar days prior to the deadlines for the corresponding Compliance Showings applicable to the Showing Month. If the Confirmation Effective Date is fifteen (15) calendar days or less from the deadline for the corresponding Compliance Showing applicable to the relevant Showing Month, the Monthly Payment shall be made by Buyer and received by Seller no later than five (5) Business days following the Confirmation Effective Date.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
6 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

3.2 Allocation of Other Payments and Costs
(a) Seller is entitled to retain any revenues it may receive from, and shall 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 revenue for ancillary services, (iii) energy sales, (iv) revenue for flexible ramping product, and (v) any revenues for black start or reactive power services. All Seller revenues described in this Section 3.2(a) and received by Buyer or a purchaser of Resold Product must be remitted to Seller and Buyer shall pay such revenues to Seller if received by Buyer or if a subsequent purchaser of Resold Product fails to remit those revenues to Seller.

If Buyer fails to pay such revenues to Seller, Seller may recoup any amounts owing to it for such revenues against any future amounts it may owe to Buyer.

Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, damages, claims, losses, costs or expenses (including, without limitation, attorneys’ fees) incurred by or brought against Buyer in connection with Environmental Costs.
(b) Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity (including any capacity revenues from RMR Contracts for the Unit, Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)- (v)).
(c) In order to verify the accuracy of such revenues, Buyer has the right, at its sole expense and during normal working hours after reasonable prior notice, to hire an independent third party reasonably acceptable to Seller to audit any documents, records or data of Seller associated with the Contract Quantity and in accordance with Section 3.1 of this Confirmation and Article Six of the Master Agreement. (d) If CAISO or CPUC develops a centralized capacity market, Buyer will have exclusive rights to tell the Seller or the Unit’s Scheduling Coordinator to offer, bid, or otherwise submit the applicable Contract Quantity of Product for each day during the Delivery Period provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive all revenues from such re-sale. (e) Buyer and Seller agree that the Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments as contemplated under Section 40.9 of the Tariff. Any Availability Incentive Payments or Non-Availability Charges are for the account, or are the responsibility of, the Seller, as applicable.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
7 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
ARTICLE 4

CAISO OFFER REQUIREMENTS
Seller is responsible for, as applicable, scheduling or causing the applicable Unit’s Scheduling Coordinator to schedule with, or make available to, CAISO the Product delivered to Buyer for each day during the Delivery Period in compliance with the Tariff, and performing all, or causing the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the Product sold hereunder. Buyer is not liable for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions or any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator (unless Seller is the Scheduling Coordinator), owner, or operator for such noncompliance.

ARTICLE 5

OTHER BUYER AND SELLER COVENANTS

5.1 Seller’s and Buyer’s Duty to Take Action to Allow the Utilization of the Product Buyer and Seller shall, throughout the Delivery Period, take commercially reasonable actions (including the execution of documents or instruments) reasonably necessary to ensure Buyer’s right to the use of the Contract Quantity on each day during the Delivery Period for the sole benefit of Buyer or any applicable subsequent purchaser pursuant to Section 2.7. The Parties shall make commercially reasonable changes to this Confirmation necessary to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by the CPUC, FERC, CAISO or other Governmental Body having jurisdiction to administer Compliance Obligations.

5.2 Representations, Warranties and Covenants
(a) Seller represents and warrants to Buyer throughout the Delivery Period that:
(i) no portion of the Contract Quantity for any day during the Delivery Period has been committed by Seller to any third party in order to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; (ii) the Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, and is under the control of CAISO;
(iii) each Unit’s Scheduling Coordinator, owner and operator is obligated to comply with applicable laws, including the Tariff, relating to the Product; (iv) if Seller is the owner of the Unit, the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned or transferred for the Unit for each day included in the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit; and (v) Seller has notified either the Scheduling Coordinator of the Unit or the entity from which Seller purchased the Product of the fact that Seller has DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
8 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
transferred the Contract Quantity for each day of the Delivery Period to Buyer, or, if applicable, to a subsequent purchaser.
(b) Seller represents and warrants to Buyer as of the date of the relevant Compliance Showing, that Seller owns or has the exclusive right to the Product sold under this Confirmation from the Unit;
(c) Seller covenants as follows:
(i) Seller shall not offer, and shall ensure that the Unit’s Scheduling Coordinator does not offer, any portion of the Contract Quantity for any day during the Delivery Period to CAISO as CPM Capacity. However, if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall promptly notify Buyer, or shall cause the Unit’s Scheduling Coordinator to promptly notify Buyer within one (1) Business Day of the time Seller receives notification from CAISO. If CAISO makes such a designation, Seller shall not accept, and shall ensure that the Unit’s Scheduling Coordinator does not accept, any such designation by CAISO unless and until Buyer has agreed to accept such designation; and (ii) Seller shall, upon request, furnish Buyer, CAISO, CPUC or other applicable Governmental Body evidence that its representation made in Section 5.2(c)(i) is true and correct
(d) Each Party covenants to the other Party throughout the Delivery Period to comply with the Tariff, relating to the Product.

5.3 Counterparts
This Confirmation may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered by electronic mail (including pdf or any electronic signature complying with the federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal. Civ. Code Section 1633.1, et seq.) or other applicable law) or other transmission method and any other counterpart so delivered shall have the same legal effect as an original.

ARTICLE 6

CONFIDENTIALITY
Notwithstanding Section 10.11 of the Master Agreement, the Parties may disclose all terms and conditions of this Transaction to any Governmental Body, the CPUC, CAISO and the Procurement Review Group, and Seller may disclose the transfer of the Contract Quantity for each day during the Delivery Period under this Transaction to the Scheduling Coordinator of the Unit in order for such Scheduling Coordinator to timely submit accurate Supply Plans. Each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Body, CAISO, or Scheduling Coordinator to further disclose information disclosed pursuant to this Article. In addition, if Buyer resells all or any portion of the Contract Quantity for any day during the Delivery Period to another party, Buyer shall be DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
9 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
permitted to disclose to the purchaser of the Resold Product all such information necessary to effect such resale transaction, other than the Contract Price.

ARTICLE 7

HOLD-BACK AND SUBSTITUTE CAPACITY
No later than three (3) Business Days before the relevant deadline for the initial Compliance Showing with respect to a particular Showing Month, Buyer may request in writing that Seller not list, or cause the Unit’s Scheduling Coordinator not to list, in the Unit’s Supply Plan a portion or all of the Contract Quantity for any portion of such Showing Month included in the Delivery Period (“Hold-Back Capacity”). Along with such request, Buyer shall also provide updated Unit information reflecting the requested change. The updated Unit information shall be in the form of the Supply Plan. Following Buyer’s request for Hold-Back Capacity, Buyer may request, in writing, that Seller make the previously requested Hold-Back Capacity available for Buyer’s use as Substitute Capacity only for Planned Outages within the respective Showing Month. Such request shall be received by Seller no later than eight (8) Business Days prior to the first day of the Planned Outage for which Buyer seeks to use such Substitute Capacity as required by the CAISO. The amount of Contract Quantity that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed Contract Quantity delivered consistent with Section 2.4 for purposes of calculating a Monthly Payment pursuant to Section 3.1 and calculating any amounts due pursuant to Section 2.5 or 2.6. Seller shall, or shall cause the Unit’s Scheduling Coordinator to, comply with Buyer’s request under this Article 7.

Notwithstanding anything to the contrary in Sections 2.6, Seller shall not be liable for any costs, penalties, or fines assessed against Buyer by the CAISO as a result of Seller’s failure to make Substitute Capacity available to Buyer if Buyer did not timely comply with the notification requirements of this Article 7.

ARTICLE 8

COLLATERAL REQUIREMENTS

8.1 Party A Collateral Requirements
(a) Notwithstanding anything to the contrary contained in the Master Agreement, Party A shall, within five (5) Business Days following the Confirmation Effective Date, provide to, and maintain with, Party B a Fixed Independent Amount as long as Party A or its Guarantor, if any, does not maintain Credit Ratings of at least BBB-from S&P and Baa3 from Moody’s. The “Fixed Independent Amount” shall be 20% of the sum of the Monthly Payments for all unpaid months of the Delivery Period. For the purposes of calculating the Collateral Requirement pursuant to Section 8.2 of the Master Agreement, entitled “Party B Credit Protection”, and all corresponding provisions to Section 8.2 of the Master Agreement, such Fixed Independent Amount for Party A shall be added to the Exposure Amount for Party B and subtracted from the Exposure Amount for Party A.
(b) If the conditions in subsections (i) and (ii) of this Section 8.1(b) are satisfied throughout the Delivery Period, then this Confirmation’s Fixed Independent DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
10 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
Amount shall not apply for that time period during which all such conditions are satisfied:
(i) Party A’s customers are PG&E’s distribution or transmission customers and PG&E is the billing agent for those customers; and
(ii) PG&E is the provider of last resort pursuant to Cal. Pub. Util. Code Section 451 et seq. and applicable law for Party A’s retail electric customers. (c) If at any time during the Delivery Period, one or more of the conditions in subsections (i) and (ii) of Section 8.1(b) is no longer satisfied, and Party B has provided Party A with written notice of such failure to satisfy (Condition Notice), then Party A shall comply with the credit requirements of Section 8.1(a), above by that date which is no later than thirty (30) calendar days following the date of the Condition Notice.

8.2 Party B Collateral Requirements
Section 8.1 of the Master Agreement, entitled “Party A Credit Protection”, and all corresponding provisions to Section 8.1 of the Master Agreement do not apply to this Confirmation.

8.3 Current Mark-to-Market Value
For the purposes of calculating Exposure pursuant to the Collateral Annex, the Current Mark-to-Market Value for this Transaction is deemed to be zero. If at any time prior to the expiration of the Delivery Period, a liquid market for the Product develops wherein price quotes for such a product can be obtained, the Parties agree to amend the Confirmation to include a methodology for calculating the Current Mark-to-Market Value for this Transaction, consequently affecting each Party's Exposure.

ARTICLE 9

ADDITIONAL MASTER AGREEMENT AMENDMENTS

9.1 Declaration of an Early Termination Date and Calculation of Settlement Amounts The Parties shall determine the Settlement Amount for this Transaction in accordance with Section 5.2 of the Master Agreement using the defined terms contained in this Confirmation and with respect to this Transaction only, the following language is to be added at 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 the CPUC, CAISO, or any Governmental Body having jurisdiction, because Buyer or a purchaser of Resold Product is not able to include the applicable Contract Quantity in any applicable 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 this estimate in its determination of the Termination Payment, subject to DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
11 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
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 shall promptly remit to Seller the excess amount. 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.” DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E

ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE.

Silicon Valley Clean Energy’ Authority’, a
California joint powers authority
DocuSigned by
By. ^in$L
Girish Balachandran Name:

Title: CE0
Date:

Pacific Gas and Electric Company, a
California corporation, limited for all
purposes hereunder to its Electric
Procurement and Electric Fuels Functions
By:

Name: John McHugh
Title: Expert Portfolio Management Analyst
Date: 9/18/2023
PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Finn RA Confirm
12 13
PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

APPENDIX A

DEFINED TERMS
For purposes of this Confirmation, the following terms have the following meanings:
“Advice Letter” means (1) an informal request by a CPUC jurisdictional entity for Commission approval, authorization, or other relief, including an informal request for approval to furnish service under rates, charges, terms or conditions other than those contained in the utility’s tariffs then in effect, and (2) a compliance filing by a load-serving entity pursuant to Public Utilities Code Section 380.
“Alternate Unit” means a generating unit designated by the Parties in accordance with Section

2.3 and which includes the Product characteristics, if any, as set forth in Appendix B. “CAISO” means the California Independent System Operator Corporation or any successor entity performing substantially the same functions.
“Capacity Attributes” means, with respect to a generating unit, any and all of the following, in each case which are attributed to or associated with the generating unit at any time throughout the Delivery Period:
(a) Resource Adequacy Capacity attributes of the generating unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction, that can be counted toward RAR;
(b) Resource Adequacy Capacity attributes or other locational attributes of the generating unit related to a Local Capacity Area, as may be identified from time to time by the CPUC, CAISO or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the generating unit within the CAISO Control Area, that can be counted toward a Local RAR; and (c) other current or future defined characteristics, certificates, tags, credits, or accounting constructs of the generating unit, howsoever entitled, including any accounting construct counted toward any Compliance Obligations; provided that, notwithstanding the foregoing, Capacity Attributes exclude all certificates, tags, credits, or accounting constructs that are not counted toward any Compliance Obligations, howsoever entitled associated with the generating unit, as such characteristics, certificates, tags, credits, or accounting constructs are described in the CPUC Decisions and Tariff. “Compliance Obligations” means the RAR and Local RAR, and if applicable FCR. “Compliance Showings” means the monthly, annual, or multi-year (a) Local RAR compliance or advisory showings (or similar or successor showings), (b) RAR compliance or advisory showings (or similar or successor showings), and (c) if applicable, FCR compliance or advisory showings (or similar or successor showings), in each case, an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to CAISO) pursuant to the CPUC Decisions, to CAISO pursuant to the Tariff, or to any Governmental Body having jurisdiction.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
14 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
“Confirmation” is defined in the introductory paragraph of this Confirmation. “Confirmation Effective Date” is defined in the introductory paragraph of this Confirmation. “Contract Price” means, for any period during the Delivery Period, the price, expressed in dollars per kW-month, specified for such period set forth in the Contract Price Table in Appendix B. “Contract Quantity” means, with respect to any day during the Delivery Period, the amount of Product, expressed in MW, set forth in the Contract Quantity table in Appendix B for such day. “CPUC” means the California Public Utilities Commission. “CPUC Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06- 06-064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06- 024, 14-06-050, 15-01-063, 15-06-063, 16-06-045, 17-06-027, and any other existing or subsequent decisions, resolutions, or rulings related to resource adequacy, including, without limitation, the CPUC Filing Guide, in each case as may be amended from time to time by the CPUC.
“CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for LSE’s to demonstrate compliance with the CPUC’s resource adequacy program.
“Delivery Period” is defined in Article 1 of this Confirmation. “Emission Reduction Credits” or “ERC(s)” means emission reductions that have been authorized by a local air pollution control district pursuant to California Division 26 Air Resources; Health and Safety Code Sections 40709 and 40709.5, whereby such district has established a system by which all reductions in the emission of air contaminants that are to be used to offset certain future increases in the emission of air contaminants shall be banked prior to use to offset future increases in emissions.
“Environmental Costs” means costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, and 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, all operating and maintenance costs for operation of pollution mitigation or control equipment, costs of permit maintenance fees and emission fees as applicable, and the costs of all Emission Reduction Credits or Marketable Emission Trading Credits (including any costs related to greenhouse gas emissions) required by any applicable environmental laws, rules, regulations, and permits to operate, and costs associated with the disposal and clean-up of hazardous substances introduced to the site, and the decontamination or remediation, on or off the site, necessitated by the introduction of such hazardous substances on the site. “FERC” means the Federal Energy Regulatory Commission.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
15 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
“FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by a Local Regulatory Authority or other Governmental Body having jurisdiction.
“FCR Attributes” means, with respect to a generating unit, any and all resource adequacy attributes of the generating unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction, that can be counted toward an LSE’s FCR. “FCR Contract Quantity” means, with respect to a day included in the Delivery Period, the amount of FCR Attributes, expressed in MW, equal to the Contract Quantity for such day. “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. This definition does not include “market participants” as defined in the CAISO’s Business Practice Manual for Definitions and Acronyms as published on the CAISO website. “Hold-Back Capacity” is defined in Article 7 of this Confirmation. “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. Local RAR may also be known as local area reliability, local resource adequacy, local resource adequacy procurement requirements, or local capacity requirement in other regulatory proceedings or legislative actions. “LSE” means “Load Serving Entity” as such term is defined in the Tariff. “Maximum Cumulative Capacity Category”, also referred to as “MCC Bucket,” has the meaning set forth in the most recently published edition of the CPUC Filing Guide as of the Confirmation Effective Date.
“Marketable Emission Trading Credits” means without limitation, emissions trading credits or units pursuant to the requirements of California Division 26 Air Resources; Health & Safety Code Section 39616 and Section 40440.2 for market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, also known as RECLAIM, and allowances of sulfur dioxide trading credits as required under Title IV of the Federal Clean Air Act (see 42 U.S.C. § 7651b.(a) to (f)). “Master Agreement” is defined in the introductory paragraph of this Confirmation. “Monthly Payment” is defined in Section 3.1 of this Confirmation. “MTR Attributes” means, with respect to a generating unit, the accounting, tagging, filing, or other reporting constructs associated with the generating unit that can be counted towards demonstrating compliance with an LSEs obligation to procure incremental resources as described in Ordering Paragraph 1 of CPUC Decision 21-06-035.” DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
16 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
“MW” means megawatt.
“Path” refers to the Path 26 transmission constraint which is surrounded by two zones; North of Path 26 (PG&E’s TAC) and South of Path 26 (SCE and SDG&E’s TACs), as identified by the Commission in D.07-06-029.
“Planned Outage” means any outage that was submitted to the CAISO for approval at least eight (8) calendar days prior to the outage start date.
“Procurement Review Group” has the meaning set forth in CPUC Decision D. 02-08-071. “Product” is defined in Article 1 of this Confirmation. “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.
“Re-sale Plan” is defined in Section 2.7(b) of this Confirmation. “Resold Product” is defined in Section 2.7 of this Confirmation. “SCID of Benefitting LSE” means the Scheduling Coordinator ID Code (SCID) of the Load Serving Entity (LSE) that will be using the Product toward meeting their RAR in the given Showing Month.
“Showing Month” means the calendar month that is the subject of the related Compliance Showing, as set forth in the CPUC Decisions and outlined in the Tariff. For illustrative purposes only, pursuant to the Tariff and CPUC Decisions in effect as of the Confirmation Effective Date, the monthly Compliance Showing made in June is for the Showing Month of August. “Shown Unit” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to Buyer on the Confirmation Effective Date.
“Substitute Capacity” means “RA Substitute Capacity” as defined in the Tariff. “System RAR” means the system 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.
“Tariff” means the Fifth Replacement FERC Electric Tariff and the associated CAISO protocol provisions, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time. “Unit” means any generation unit provided by Seller pursuant to Section 2.2 and any Alternate Unit or Shown Unit.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
17 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
“Unit EFC” means, with respect to a Unit on any date of determination, the lesser of the Effective Flexible Capacity of the Unit as set by CAISO as of (x) the Confirmation Effective Date and (y) such date of determination.
“Unit NQC” means, with respect to a Unit on any date of determination, the lesser of Net Qualifying Capacity of the Unit as set by CAISO as of (x) the Confirmation Effective Date and (y) such date of determination.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E

APPENDIX B

PRODUCT AND PRICE INFORMATION
Product means Capacity Attributes with the following characteristics.

Showing
Month and
Year
Path
(North,
South)
RAR
Quantity
(MW)
Capacity
Area*
FCR
Quantity,
if any
(MW)
Flexible
Capacity
Category
(1,2,3)’
MCC
Bucket
(1,2,3,4)
Contract
Price
(S/kW-month)
SCID of
Benefitting
LSE
1 I
1 * Please specify: System. Bay Area. Humboldt. Sierra. Stockton. Fresno. Kern. North Coast/North Bay.

LA Basin. Big Creek/Ventura. or PG&E Other. PG&E Other means capacity coming from any combination of resources in the Humboldt. Siena. Stockton. Fresno. Kern, and/or North Coast/North Bay Local Areas.

To the extent that Seller provides FCR Attributes from Unit(s) for which the total Unit EFC exceeds the total Unit NQC and the sale of the FCR Contract Quantity from the Unit would leave FCR Attributes unusable by either Party, then Seller shall provide those additional FCR Attributes associated with the Contract Quantity provided by such Unit to Buyer at no additional cost. The Patties acknowledge that this may result in the total FCR Attributes dehvered exceeding the FCR Contract Quantity and Contract Quantity listed above in any given Showing Mouth.

PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Finn RA Confirm
18 DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E

APPENDIX C

SUBSEQUENT SALE INFORMATION
Contract Key ID:

Benefitting LSE SCID:

Generic Volume (in MW):

Local Volume (in MW and by
local area):

Flexible Volume (in MW):

Term:

PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Finn RA Confirm
19 20
PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

APPENDIX D

NOTICE INFORMATION
Name: Silicon Valley Clean Energy Authority, a
California joint powers authority
(“Party A”)
Name: Pacific Gas and Electric Company, a California
corporation, limited for all purposes hereunder to its Electric Procurement and Electric Fuels Functions

(“Party B”)
All Notices: All Notices:

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
21 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
22 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

APPENDIX E

FORM OF LETTER OF CREDIT
Issuing Bank Letterhead and Address
STANDBY LETTER OF CREDIT NO. XXXXXXXX
Date: [Insert issue date]
Beneficiary: [Insert Beneficiary name] Applicant: [Insert Applicant name] [Insert Beneficiary address] [Insert Applicant address] Letter of Credit Amount: [Insert amount]
Expiry Date: [Insert date that is one (1) year from offer date] Ladies and Gentlemen:

By order of [Insert name of Applicant] (“Applicant”), we hereby issue in favor of [Insert name of Beneficiary] (the “Beneficiary”) our irrevocable standby letter of credit No. [Insert number of letter of credit] (“Letter of Credit”), for the account of Applicant, for drawings up to but not to exceed the aggregate sum of U.S. $ [Insert amount in figures followed by (amount in words)] (“Letter of Credit Amount”). This Letter of Credit is available with [Insert name of issuing or paying bank, and the city and state in which it is located] by sight payment, at our offices located at the address stated below, effective immediately, and it will expire at our close of business on [Insert expiry date] (the “Expiry Date”).

Funds under this Letter of Credit are available to the Beneficiary against presentation of the following documents (which may be presented by physical delivery or by facsimile, e-mail or other electronic transmission):

1. Beneficiary’s signed and dated sight draft in the form of Exhibit A hereto, referencing this Letter of Credit No. [Insert number] and stating the amount of the demand; and

2. One of the following statements signed by an authorized representative or officer of Beneficiary:

A. “The amount of the accompanying sight draft under Letter of Credit [Insert number of letter of credit] (the “Draft Amount”) is owed to [Insert name of Beneficiary] by [Insert name of Beneficiary’s counterparty under the RA Confirmation] (“Counterparty”) under the Master Power Purchase and Sale Agreement dated [insert date of the Master Agreement] between [Insert name of Beneficiary] and Counterparty, which entitles [Insert name of Beneficiary] to draw the Draft Amount under Letter of Credit No. [Insert number];” or
DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
23 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
B. “Letter of Credit No. [Insert number] will expire in thirty (30) days or less and [Insert name of Beneficiary’s counterparty under the RA Confirmation] has not provided replacement security acceptable to [Insert name of Beneficiary].” Special Conditions:

1. Partial and multiple drawings under this Letter of Credit are allowed;

2. All banking charges associated with this Letter of Credit are for the account of the Applicant;

3. This Letter of Credit is not transferable;

4. A drawing for an amount greater than the Letter of Credit Amount is allowed, however, payment shall not exceed the Letter of Credit Amount; and

5. The Expiry Date of this Letter of Credit shall be automatically extended without amendment for a period of one year and on each successive Expiry Date, unless at least sixty (60) days before the then current Expiry Date, we notify you by registered mail or courier that we elect not to renew this Letter of Credit for such additional period.

We engage with you that drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored upon presentation, on or before the Expiry Date (or after the Expiry Date as provided below), at [Insert bank’s address for drawings].

All demands for payment shall be made by presentation of copies or original documents, or by facsimile, e-mail, or other electronic transmission of documents to [Insert fax number, email or other electronic transmission], Attention: [Insert name of bank’s receiving department] or [Insert e-mail or other electronic transmission address]. If a demand is made by facsimile, e-mail or other electronic transmission, the originals or copies of documents must follow by overnight mail, and you may contact us at [Insert phone number(s)] to confirm our receipt of the transmission. Your failure to seek such a telephone confirmation does not affect our obligation to honor such a presentation.

Our payments against complying presentations under this Letter of Credit will be made no later than on the third (3rd) banking day following a complying presentation.

Except as stated herein, this Letter of Credit is not subject to any condition or qualification. It is our individual obligation, which is not contingent upon reimbursement and is not affected by any agreement, document, or instrument between us and the Applicant or between the Beneficiary and the Applicant or any other party.

Except as otherwise specifically stated herein, this Letter of Credit is subject to and governed by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce (ICC) Publication No. 600 (the “UCP 600”); provided that, if this Letter of Credit expires during an interruption of our business as described in Article 36 of the UCP 600, we will honor drafts presented in compliance with this Letter of Credit within thirty (30) days after the resumption of our business and effect payment accordingly.

The electronic copy of this Letter of Credit shall be the operative instrument until such time as the original is received. This Letter of credit can be amended or terminated by facsimile, e-mail or other electronic transmission.

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
24 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm
The law of the State of New York shall apply to any matters not covered by the UCP 600.

For telephone assistance regarding this Letter of Credit, please contact us at [Insert number and any other necessary details].

Very truly yours,
[INSERT NAME OF ISSUING BANK]
By: __________________________________
Name: [Print or type name]
Title: [Print or type title]

DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
25 PG&E Resource Adequacy (Log No. 33B230W01)
EEI Monthly Firm RA Confirm

EXHIBIT A

SIGHT DRAFT
TO:
[INSERT NAME AND ADDRESS OF PAYING BANK]
AMOUNT: $________________________ DATE: _______________________

AT SIGHT OF THIS DEMAND PAY TO THE ORDER OF PACIFIC GAS AND ELECTRIC COMPANY THE AMOUNT OF U.S. $________(______________ U.S. DOLLARS) DRAWN UNDER [INSERT NAME OF ISSUING BANK] LETTER OF CREDIT NO. [XXXXXX].

REMIT FUNDS AS FOLLOWS:
[INSERT PAYMENT INSTRUCTIONS]
DRAWER:

By: ________________________________
Name: [Print or type name]
Title: [Print or type title]
DocuSign Envelope ID: B5920D42-FE88-4FE1-9079-B6057C02BFEE DocuSign Envelope ID: FD727F5F-EC18-433D-AB41-2D474A677675 Appendix A PG&E
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between East Bay Community Energy Authority, 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 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 from 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 all or a portion of the affected 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 all or a portion of the affected Contract Quantity during such period. If Seller fails to provide Purchaser with the Expected Contract Quantity from the Unit during any Showing Month and has failed to supply Alternate Capacity to fulfill the remainder of the Expected Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 2.5.

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
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. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Buyer with the specific information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.

Seller shall deliver the Expected Contract Quantity by submitting or causing to be submitted to CAISO Seller’s Supply Plans, identifying in each case the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for the relevant period, as further specified in Appendix B, all in compliance with this Confirmation.

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.

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.

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.

The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with this Confirmation, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan pursuant to Section 2.7, 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 DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
3 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.

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 deliverthe 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 generating capacity 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 theSupply 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 Section2.3.
(c) 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 reductions in Unit NQC or Unit EFC of any Unit(s). (d) Seller’s obligation to deliver the applicable Contract Quantity for each Showing Month may also be reduced in the event that the underlying Seller supply agreement results in Seller’s inability to deliver the Product to Buyer in accordance with this Agreement.

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 DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
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 Unit’s SC to, submit a Supply Plan that includes the Replacement Units for each applicable Showing Month and, if applicable, annual filing, no later than the Compliance Showing 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 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. 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 Purchaser’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

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.

DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
5 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.

2.7 Self-Showing Obligation; Hold-Back Capacity
(a) If the Product includes Local RAR Attributes, and Seller has self-shown the Expected Contract Quantity associated with the Shown Unit to the Central Procurement Entity (CPE), Purchaser agrees to assume Seller’s self-showing obligations by showing the Expected Contract Quantity in Purchaser’s Resource Adequacy Plan, or causing the Subsequent Purchaser to show such Expected Contract Quantity in its Resource Adequacy Plan, for each applicable Showing Month of the Delivery Period.
(b) Provided that Section 2.7(a) is not applicable, no later than three (3) Business Days before the Compliance Showing Deadline with respect to a particular Showing Month, Buyer may request in writing that Seller not list, or cause the Shown Unit’s DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
6 SC not to list, in the Shown Unit’s Supply Plan a portion or all of the Contract Quantity for any portion of such Showing Month included in the Delivery Period (“Hold-Back Capacity”). Along with such request, Buyer shall also provide updated Unit information reflecting the requested change. The updated Unit information shall be in the form of the Supply Plan. The amount of Contract Quantity that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed Contract Quantity delivered consistent with Section 2.1 for purposes of calculating a Monthly Payment pursuant to Section 3.1 and calculating any amounts due pursuant to Section 2.5. Seller shall, or shall cause the Shown Unit’s SC to, comply with Buyer’s request under this Section 2.7.

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 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
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.

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.

DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
7 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.

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.

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

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; DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
8 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;
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; 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
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 7920 et seq.).

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

6.3 Governing Law
Notwithstanding Section 24 of the WSPP Agreement, this Transaction and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law.

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

DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
9 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.

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 pay its debts generally as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
10 (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

DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
11 “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 Effective Date. (j) Section 30.1(4) is amended by inserting “or requested” after the word “required” 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 DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THE AGREEMENT WITH RESPECT TO 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 THE AGREEMENT.”
“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.”
(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
DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
12 EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, FOR

BREACH OF ANY PROVISION OF THIS 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 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:

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).

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 DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
13 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.”

6.7 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: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
14 AGREED AS OF THE EFFECTIVE DATE:

East Bay Community Energy Authority,
a California joint powers authority
Silicon Valley Clean Energy, a
California joint powers authority
By:

Name:

Title:

Date:

By:

Name:

Title: _____________________________
Date:

Vice President of Power Resources
Marie Fontenot
9/25/2023
DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B CEO
9/26/2023
Girish Balachandran
DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
x DocuSigned by:
205FAF1AF9DE4A7...
x DocuSigned by:
'
5CA64B9AC4C24C3...

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, as such may be modified, amended, supplemented or updated from time to time.
“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 amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Appendix A - 2
less any reductions to Contract Quantity consistent with Section 2.2with 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. “PlannedOutage”means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Appendix A - 3
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. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.

DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Appendix A - 4
“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: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
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: __System____
Resource Category (MCC Bucket): _4_____
CPUC Local Area (if applicable): __N/A____
Flexible Capacity Category (if applicable): __1____
Delivery Period: .

Contract Quantity and Contract Price:

Showing
Month and
Year
RAR
Contract
Quantity (MW)
Flexible Capacity
Contract Quantity
(MW)
Unit No.

Contract Price
($/kW-mo.)
DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
1 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):

APPENDIX C

NOTICE INFORMATION
Seller: East Bay Community Energy Purchaser: Silicon Valley Clean Energy

DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Appendix C - 2

DocuSign Envelope ID: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
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: 1150C5B0-20A7-4263-9EC2-9808E566C84B DocuSign Envelope ID: 00F373DD-DCF4-4B25-A09C-C6F937994E76 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between East Bay Community Energy Authority, 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 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

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.

DELIVERY OBLIGATIONS AND ADJUSTMENTS

The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with this Confirmation, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan pursuant to Section 2.7, 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
3 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.

2.2 Reductions in ContractQuantity
(a) If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliverthe 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 generating capacity 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 theSupply 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 Section2.3.
(c) 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 reductions in Unit NQC or Unit EFC of any Unit(s). (d) ☒ 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 Reduction Option are cumulative and in addition to Seller’s rights under the Swap Confirmation.

2.3 Seller’s Option To Provide Alternate Capacity
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
4 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 Unit’s SC to, submit a Supply Plan that includes the Replacement Units for each applicable Showing Month and, if applicable, annual filing, no later than the Compliance Showing 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.

2.5 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
5 Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein.

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: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
6 2.7 Self-Showing Obligation; Hold-Back Capacity
(a) If the Product includes Local RAR Attributes, and Seller has self-shown the Expected Contract Quantity associated with the Shown Unit to the Central Procurement Entity (CPE), Purchaser agrees to assume Seller’s self-showing obligations by showing the Expected Contract Quantity in Purchaser’s Resource Adequacy Plan, or causing the Subsequent Purchaser to show such Expected Contract Quantity in its Resource Adequacy Plan, for each applicable Showing Month of the Delivery Period.
(b) Provided that Section 2.7(a) is not applicable, no later than three (3) Business Days before the Compliance Showing Deadline with respect to a particular Showing Month, Buyer may request in writing that Seller not list, or cause the Shown Unit’s SC not to list, in the Shown Unit’s Supply Plan a portion or all of the Contract Quantity for any portion of such Showing Month included in the Delivery Period (“Hold-Back Capacity”). Along with such request, Buyer shall also provide updated Unit information reflecting the requested change. The updated Unit information shall be in the form of the Supply Plan. The amount of Contract Quantity that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed Contract Quantity delivered consistent with Section 2.1 for purposes of calculating a Monthly Payment pursuant to Section 3.1 and calculating any amounts due pursuant to Section 2.5. Seller shall, or shall cause the Shown Unit’s SC to, comply with Buyer’s request under this Section 2.7.

ARTICLE 3

PAYMENTS

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: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
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.

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.

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 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
8 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:

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; 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;
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; 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
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 7920 et seq.).

6.2 Change in Law
If any action by the CPUC, CAISO or any Governmental Body having jurisdiction, or any change in applicable law, occurring after the 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
9 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.

6.4 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.

Any dispute with respect to an invoice is waived unless the other Party is notified DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
10 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 pay its debts generally 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.” DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
11 (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.” (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to dispute resolution pursuant to Section

IN THE EVENT OF ANY DISPUTE ARISING UNDER THE AGREEMENT WITH RESPECT TO 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 THE AGREEMENT.”
“34.2 EXCLUSIVE JURISDICTION
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
12 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 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 LIABILITY

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

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

IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, THE DIRECT

DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

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

OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY IS

LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INDIRECT

DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED

WITH LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF

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

THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
13 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).

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.”

6.8 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: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
14 AGREED AS OF THE EFFECTIVE DATE:

East Bay Community Energy Authority,
a California joint powers authority
Silicon Valley Clean Energy, a
California joint powers authority
By:

Name:

Title:

Date:

By:

Name:

Title: _____________________________
Date:

Marie Fontenot
9/25/2023
Vice President of Power Resources
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD 9/26/2023
Girish Balachandran
CEO
DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
x DocuSigned by:

Aunc
205FAF1AF9DE4A7...
x DocuSigned by:

K 5CA64B9AC4C24C3...

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, as such may be modified, amended, supplemented or updated from time to time.
“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 amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Appendix A - 2
less any reductions to Contract Quantity consistent with Section 2.2with 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. “PlannedOutage”means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Appendix A - 3
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. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Appendix A - 4
“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 41MW of Jan-24, 28MW of Feb-24, 56MW of May-24, 43MW of Jun-24, 20MW of Nov-24 System Generic Product (as defined under such confirmation) from Purchaser.
“Swap Reduction Option” has the meaning specified in Section 2.2(c). “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit(s) described in Appendix B. “Unit EFC” means the lesser of the Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
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: __System____
Resource Category (MCC Bucket): _varies_____
CPUC Local Area (if applicable): __N/A____
Flexible Capacity Category (if applicable): __varies____ Delivery Period:

Contract Quantity and Contract Price:

Showing
Month and
Year
RAR
Contract
Quantity (MW)
Flexible Capacity
Contract Quantity
(MW)
Unit No.

Contract Price
($/kW-mo.)
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
1 1
1 1
1 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):

Unit EFC by month (e.g., Jan=30, Feb=50)
Resource Type (e.g., gas, hydro, solar, etc.) Gas
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
1 TAC Area (e.g., PG&E, SCE)
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 Unit 2
Unit Specific Information
Resource Name Oberon 2 BESS
Physical Location Riverside County, CA
CAISO Resource ID OBERON_5_O2BBX2
SCID of Resource
Unit NQC by month (e.g., Jan=50,Feb=65): 124.99
Unit EFC by month (e.g., Jan=30, Feb=50) 249.99
Resource Type (e.g., gas, hydro, solar, etc.) Storage
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
2 TAC Area (e.g., PG&E, SCE) SCE
Prorated Percentage of Unit Factor Varies
Prorated Percentage of Unit Flexible Factor Varies
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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Appendix B - 3
[Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: East Bay Community Energy Purchaser: Silicon Valley Clean Energy

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Appendix C - 2

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
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: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: 903629EC-B56F-483D-AA59-9C4D29A20C0D Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Silicon Valley Clean Energy Authority, a California joint powers authority, (“Seller”) and East Bay Community 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

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.

DELIVERY OBLIGATIONS AND ADJUSTMENTS

The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with this Confirmation, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan pursuant to Section 2.7, 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
3 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.

2.2 Reductions in ContractQuantity
(a) If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliverthe 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 generating capacity 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 theSupply 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 Section2.3.
(c) 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 reductions in Unit NQC or Unit EFC of any Unit(s). (d) ☒ If checked, the following provision and related definitions are applicable.

2.3 Seller’s Option To Provide Alternate Capacity
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
4 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 Unit’s SC to, submit a Supply Plan that includes the Replacement Units for each applicable Showing Month and, if applicable, annual filing, no later than the Compliance Showing 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.

2.5 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
5 Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein.

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
6 2.7 Self-Showing Obligation; Hold-Back Capacity
(a) If the Product includes Local RAR Attributes, and Seller has self-shown the Expected Contract Quantity associated with the Shown Unit to the Central Procurement Entity (CPE), Purchaser agrees to assume Seller’s self-showing obligations by showing the Expected Contract Quantity in Purchaser’s Resource Adequacy Plan, or causing the Subsequent Purchaser to show such Expected Contract Quantity in its Resource Adequacy Plan, for each applicable Showing Month of the Delivery Period.
(b) Provided that Section 2.7(a) is not applicable, no later than three (3) Business Days before the Compliance Showing Deadline with respect to a particular Showing Month, Buyer may request in writing that Seller not list, or cause the Shown Unit’s SC not to list, in the Shown Unit’s Supply Plan a portion or all of the Contract Quantity for any portion of such Showing Month included in the Delivery Period (“Hold-Back Capacity”). Along with such request, Buyer shall also provide updated Unit information reflecting the requested change. The updated Unit information shall be in the form of the Supply Plan. The amount of Contract Quantity that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed Contract Quantity delivered consistent with Section 2.1 for purposes of calculating a Monthly Payment pursuant to Section 3.1 and calculating any amounts due pursuant to Section 2.5. Seller shall, or shall cause the Shown Unit’s SC to, comply with Buyer’s request under this Section 2.7.

ARTICLE 3

PAYMENTS

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: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
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.

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 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
8 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:

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; 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;
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; 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
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 7920 et seq.).

6.2 Change in Law
If any action by the CPUC, CAISO or any Governmental Body having jurisdiction, or any change in applicable law, occurring after the 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 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
9 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.

6.4 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.

Any dispute with respect to an invoice is waived unless the other Party is notified DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
10 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 pay its debts generally 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.” DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
11 (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.” (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to dispute resolution pursuant to Section

IN THE EVENT OF ANY DISPUTE ARISING UNDER THE AGREEMENT WITH RESPECT TO 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 THE AGREEMENT.”
“34.2 EXCLUSIVE JURISDICTION
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
12 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 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 LIABILITY

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

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

IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, THE DIRECT

DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

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

OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY IS

LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INDIRECT

DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED

WITH LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF

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

THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
15 September 2023
13 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).

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.”

6.8 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: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
14 AGREED AS OF THE EFFECTIVE DATE:

East Bay Community Energy Authority,
a California joint powers authority
Silicon Valley Clean Energy, a
California joint powers authority
By:

Name:

Title:

Date:

By:

Name:

Title: _____________________________
Date: 9/25/2023
Marie Fontenot
Vice President of Power Resources
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD Girish Balachandran
CEO
9/26/2023
DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
x DocuSigned by:
205FAF1AF9DE4A7...
x DocuSigned by:
5CA64B9AC4C24C3...

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, as such may be modified, amended, supplemented or updated from time to time.
“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 amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Appendix A - 2
less any reductions to Contract Quantity consistent with Section 2.2with 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. “PlannedOutage”means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Appendix A - 3
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. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Appendix A - 4
“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 41MW of Jan-24, 28MW of Feb-24, 56MW of May-24, 43MW of Jun-24, 20MW of Nov-24 System Flex Product (as defined under such confirmation) from Purchaser.
“Swap Reduction Option” has the meaning specified in Section 2.2(c). “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit(s) described in Appendix B. “Unit EFC” means the lesser of the Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
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: __System____
Resource Category (MCC Bucket): _4_____
CPUC Local Area (if applicable): __N/A____
Flexible Capacity Category (if applicable): __N/A____
Delivery Period:

Contract Quantity and Contract Price:

Showing
Month and
Year
RAR
Contract
Quantity (MW)
Flexible Capacity
Contract Quantity
(MW)
Unit No.

Contract Price
($/kW-mo.)
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
1 1
1 1
1 1
Appendix B - 2
Unit 1
Unit Specific Information
Resource Name Kern River Cogen Facility
Physical Location Bakersfield, CA
CAISO Resource ID OMAR_2_UNIT 1
SCID of Resource TBD
Unit NQC by month (e.g., Jan=50,Feb=65): 75
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Gas Cogen Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE)
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 Unit 2
Unit Specific Information
Resource Name Kern River Cogen Facility
Physical Location Bakersfield, CA
CAISO Resource ID OMAR_2_UNIT 2
SCID of Resource TBD
Unit NQC by month (e.g., Jan=50,Feb=65): 75
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Gas Cogen Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE)
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Appendix B - 3
Unit 3
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):

Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Gas
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE)
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 Unit 4
Unit Specific Information
Resource Name Sycamore Cogen Facility
Physical Location Bakersfield, CA
CAISO Resource ID SYCAMR_2_UNIT 1
SCID of Resource TBD
Unit NQC by month (e.g., Jan=50,Feb=65): 74
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Gas Cogen Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE)
Prorated Percentage of Unit Factor
Prorated Percentage of Unit Flexible Factor
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Appendix B - 4
[Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.]
DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: Silicon Valley Clean Energy Purchaser: East Bay Community Energy

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Appendix C - 2

DocuSign Envelope ID: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
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: 362D18BF-5783-42E4-B510-1008062F53DD DocuSign Envelope ID: FE40EF0B-2FF8-464E-A5E2-EFA1A8D5B4C8 Appendix A EBCE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Central Coast Community Energy (“Seller”) and Silicon Valley Clean Energy, 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

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.

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. 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.
(b) Seller shall deliver the Expected Contract Quantity by submitting or causing to be submitted to CAISO Seller’s Supply Plans, identifying in each case the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for the relevant period, 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) 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.
(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 this Confirmation, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan pursuant to Section 2.7, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
3 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

2.3 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 DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
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 Unit’s SC to submit a Supply Plan that includes the Replacement Units for each applicable Showing Month and, if applicable, annual filing, no later than the Compliance Showing 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.

2.5 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 DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
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.

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 offer, bid, or otherwise submit, or if necessary to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity of Product for each Showing Month for re-sale into such market, and Seller and the Unit’s SC shall comply with the 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 DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
6 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 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 DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
7 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

DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
8 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.

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 FERC 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 DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
9 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 to the CAISO, the CPUC or a Governmental Body of competent jurisdiction as necessary in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose information as necessary to a Shown Unit’s SC or as necessary for its 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 as necessary for such Subsequent Purchaser to benefit from the Product and meet its Compliance Obligations.
(b) Purchaser acknowledges that Seller is a public agency subject to the requirements of the California Public Records Act (Cal. Gov. Code section 7920 et seq.) and that Seller may be required to make public this Confirmation (which may be partially redacted by Seller) 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 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 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 DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
10 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.

6.3 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 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 Section 27 of the WSPP Agreement, neither Party shall be required to post collateral or other form of financial security in connection with this Agreement.

6.7 No Recourse to Members of Seller
The Parties are each organized as a Joint Powers Authority in accordance with the Join Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and are public entities separate from their constituent members. Each Parties will solely be responsible for all its debts, obligations and liabilities accruing and arising out of this Confirmation. Neither Party will have any rights and shall not make any claims, take any actions or assert any remedies DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
11 against any of the other Party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of such Party or such Party’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.

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 pay its debts generally 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 DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
12 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 Effective Date. (h) Section 30.1(4) is amended by inserting “or requested” after the word “required” 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 DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THE AGREEMENT WITH RESPECT TO 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 THE AGREEMENT.”
“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
DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
13 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 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 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:

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Joint CCA (Sells) WSPP Standard RA Confirmation
16 June 2023
14 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.”

6.9 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.

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 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: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
15 AGREED AS OF THE EFFECTIVE DATE:

CENTRAL COAST COMMUNITY
ENERGY, a California joint powers
authority.

SILICON VALLEY CLEAN ENERGY,
a California joint powers authority.

By:

Name:

Title:

Date:

By:

Name:

Title: _____________________________
Date:

DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 Robert M. Shaw
Chief Executive Officer
9/21/2023
DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 Girish Balachandran
CEO
9/26/2023
DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
x DocuSigned by:

At,
x DocuSigned by:

Triste lMxLuv/m/b
5CA64B9AC4C24C3.

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, as such may be modified, amended, supplemented or updated from time to time.
“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 amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, less any DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Appendix A - 2
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. “PlannedOutage” means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Appendix A - 3
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. [“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.]2 2 For SJCE only.

DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE
Appendix A - 4
“SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Substitute Capacity” has the meaning set forth in the Tariff for “RA Substitute Capacity”. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit(s) described in Appendix B. “Unit EFC” means the lesser of the Unit’s Effective Flexible Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means the lesser of the Unit’s Net Qualifying Capacity as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

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

Additional Product Information (fill in all that apply):

CAISO Zone: ______
Resource Category (MCC Bucket): _MCC 4_____
CPUC Local Area (if applicable): ______
Flexible Capacity Category (if applicable): _N/A_____
24/7 Dispatchable: No
Delivery Period: .

Contract Quantity and Contract Price:

Showing
Month and
Year
RAR
Contract
Quantity (MW)
Local RAR
Contract
Quantity (MW)
Flexible Capacity
Contract Quantity
(MW)
Contract Price
($/kW-mo.)

DocuSign Envelope ID: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 13 Appendix A 3CE
Appendix B - 2
Unit 1
Unit Specific Information
Resource Name Cal Flats BESS
Physical Location Turkey Flat Rd, north of Hwy 41 – Hwy 46 intersection, Monterey County, CA 93451
CAISO Resource ID CALFTN_2_CFSBT1
SCID of Resource TS31
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.) BESS
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) PG&E
Prorated Percentage of Unit Factor N/A
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
N/A
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4, not 24/7 dispatchable

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

APPENDIX C

NOTICE INFORMATION
Seller: Central Coast Community Energy Purchaser:

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: AB85D76F-4ED4-4D54-BD66-7C3D92AD4EB1 DocuSign Envelope ID: 2F03A77F-CD29-439D-9975-BEC7E6CC68E7 DocuSign Envelope ID: D3A29F04-5A88-451B-9C5F-31C8216E2105 Appendix A 3CE

Silicon Valley Clean Energy Board of DirectorsOctober 11, 2023

Silicon Valley Clean Energy Board of Directors
October 11, 2023