Agenda packet — Silicon Valley Clean Energy Board of Directors, November 8, 2023 (part 2 of 2)

Staff Report – Item 6
Item 6: Update on Permit Modernization and Policy Experimentation Program Rollout From: Girish Balachandran, CEO
Prepared by: Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy Date: 11/8/2023

RECOMMENDATION
Staff requests that the Board of Directors receive an update from the Decarbonization Programs and Policy team on SVCE’s Permit Modernization and Policy Experimentation programs.

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee received a report on these programs at its October meeting and provided initial input to staff at that time.

BACKGROUND
After completing background research and program design, SVCE is poised to roll out two key programs with member agencies over the coming months. The Permit Modernization and Policy Experimentation programs build off the new construction reach code initiative to provide resources to member agencies to reduce local friction and support wider adoption of building electrification. Both of these programs were included in the “Double Down” budget allocations approved by the Board in 2022.

Permit Modernization refers to initiatives taken by agency permitting staff to remove friction, i.e, generally making it easier to apply for and successfully complete a permitted project. Examples are improving agency application forms, removing permitting requirements for some appliances, and conducting inspections virtually.

Policy Experimentation relates to activities taken by member agencies to advance building decarbonization in existing buildings. Ordinances that require air conditioners to be replaced by heat pumps upon burnout and programs promoting neighborhood electrification are two examples of policy experimentation initiatives that could be supported by this SVCE program.

ANALYSIS & DISCUSSION
In an effort to initiate communications with the Board of Directors on permit modernization and policy experimentation programs, staff will provide a presentation on the program’s design and will provide the Board with periodic status updates, highlights and high-impact opportunities for action.

In the first phase, SVCE staff will be reaching out to both SVCE Boardmembers and key agency staff to collaborate on developing a specific plan for each agency. Once these plans are developed over the coming months, SVCE will be actively deploying resources in close collaboration with each agency to achieve the programs’ goals.

Item 6
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 6 Agenda Date: 11/8/2023

Page 2 of 2 ends

STRATEGIC PLAN
These programs contribute directly to the SVCE Strategic Plan’s measures to support member agencies in their community decarbonization efforts and to lead local policy development as a key lever for achieving large-scale decarbonization impacts.

FISCAL IMPACT
Funding for these programs has been previously appropriated, therefore, there is no fiscal impact from this item.

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

Item 6
Appendix A

SILICON VALLEY

CLEAN ENERGY
Silicon Valley Clean Energy
Board of Directors Meeting
November 8, 2023
Appendix A
Power Resource Contracts Executed by CEO
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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 Contract Quantity
(a) If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliver the Contract Quantity for each Showing Month may be reduced at Seller’s option by the amount of any Planned Outages which exist with respect to any portion of the Unit 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 the Supply Plans in accordance with the Tariff.
(b) In the event Seller is unable to provide the Contract Quantity for any portion of a Showing Month because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such portions of such Showing Month from Replacement Units, provided Seller provides and identifies such Replacement Units in accordance with Section 2.3.
(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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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.

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 four (4) Business Days before the Compliance Showing Deadline for each Showing Month for which Purchaser has resold the Product. (c) If CAISO or CPUC develops a centralized capacity market, Buyer 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 Buyer’s direction and Buyer shall retain and receive all revenues from such re-sale.

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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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.

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

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

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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 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

9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.” (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:

DocuSign Envelope ID: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
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29 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:

DocuSign Envelope ID: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 September 2023
12 “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.” (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).

DocuSign Envelope ID: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
29 September 2023
13 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.”

6.7 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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 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:

DocuSign Envelope ID: 1624931F-BCDB-4742-BB21-7432664EA915 10/3/2023
COO & Director of Power Resources
Monica Padilla
DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 Marie Fontenot
Vice President of Power Resources
10/4/2023
DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
> DocuSigned by:

AWil F(Wu/U>f
y
2Q5EAE4AE&DE4A7...
x DocuSigned by:
± 673FG104110B4G0...

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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Appendix A - 2
less any reductions to Contract Quantity consistent with Section 2.2 with respect to which Seller has not elected to provide Alternate Capacity.
“FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Notification Deadline” is ten (10) Business Days before the Compliance Showing Deadline. “Planned Outage” means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit DocuSign Envelope ID: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 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.

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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE
Appendix B - 2
Unit 1
Unit Specific Information
Resource Name Sunrise Power Project
Physical Location Fellows, CA
CAISO Resource ID SUNRIS_2_PL1X3
SCID of Resource
Unit NQC by month (e.g., Jan=50,Feb=65):

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

APPENDIX C

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

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: 1624931F-BCDB-4742-BB21-7432664EA915 DocuSign Envelope ID: A582D7E8-EAFF-4DE3-B17D-D89A000F9F59 DocuSign Envelope ID: FEBFCB94-041B-4FED-A369-280E366D5C73 Appendix A EBCE

LONG FORM CONFIRMATION

FOR RESOURCE ADEQUACY CAPACITY PRODUCT
Resource Adequacy Contract Number: SDGE_SVCEA_JAN_APR 2024_SELL_SYS_FLEX This confirmation letter (“Confirmation”) confirms the transaction (the “Transaction”) between San Diego Gas & Electric Company (“Seller”) and Silicon Valley Clean Energy Authority (“Buyer”), each individually a “Party” and together the “Parties”, dated as of October 10, 2024 (the “Confirmation Execution Date”) in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in Section 3 of this Confirmation. This Transaction shall be deemed to have been entered into pursuant to, and shall supplement, form a part of, and be governed by the terms and conditions of the form of Master Power Purchase and Sale Agreement published by the Edison Electric Institute and the National Energy Marketers Association (version 2.1 dated 4/25/00) (the “EEI Agreement”) with a Cover Sheet containing the elections and other changes contained herein as if the Parties have executed the EEI Agreement (with such Cover Sheet the “Master Agreement”). The Parties agree that the only transactions to be concluded pursuant to such Master Agreement shall be the Transaction documented in this Confirmation. The Master 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 Master Agreement or the Tariff (defined herein).

To the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder.

Name: Party A / Seller Name: Party B / Silicon Valley Clean Energy Authority

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Article Two
Transaction Terms
and Conditions
 Optional provision in Section 2.4.

If not checked, inapplicable.

Article Five  Cross Default for Party A:

Events of Default; Remedies  Party A: N/A Cross Default Amount: N/A  Other Entity: N/A Cross Default Amount: N/A
 Cross Default for Party B:
 Party B: N/A Cross Default Amount: N/A
 Other Entity: N/A Cross Default Amount: N/A

5.6 Closeout Setoff
 Option A (Applicable if no other selection is made.)
 Option B – Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:
___________________________________________
 Option C (No Setoff)
Article 8 8.1 Party A Credit Protection:

Credit and
Collateral Requirements
(a) Financial Information:
 Option A
 Option B Specify: __________________________
 Option C Specify: __________________________
(b) Credit Assurances:
Not Applicable
 Applicable
(c) Collateral Threshold:
Not Applicable
 Applicable
(d) Downgrade Event:
Not Applicable
 Applicable
(e) Guarantor for Party B: N/A
Guarantee Amount: N/A

8.2 Party B Credit Protection
(a) Financial Information:
 Option A
 Option B Specify: __________________________
 Option C Specify: __________________________
(b) Credit Assurances:
Not Applicable
 Applicable
(c) Collateral Threshold:
 Not Applicable
 Applicable
If applicable, complete the following:

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
Party A Collateral Threshold: $______________;
provided, however, that Party A’s Collateral
Threshold shall be zero if an Event of Default or
Potential Event of Default with respect to Party A
has occurred and is continuing.

Party A Independent Amount: $______________
Party A Rounding Amount: $________________
(d) Downgrade Event:
Not Applicable
 Applicable
If applicable, complete the following:
 It shall be a Downgrade Event for Party A if
Party A ‘s Credit Rating falls below _______
from S&P or _______ from Moody’s or if Party A
is not rated by either S&P or Moody’s
 Other:

Specify: _______________________________
(e) Guarantor for Party A: N/A
Guarantee Amount: N/A
Article 10
Confidentiality  Confidentiality Applicable If not checked, inapplicable.

Schedule M  Party A is a Governmental Entity or Public Power System  Party B is a Governmental Entity or Public Power System  Add Section 3.6. If not checked, inapplicable
 Add Section 8.4. If not checked, inapplicable
Other Changes 1. The modifications to Section 1.12, 1.50 and 5.2 of the Master Agreement specified in that certain Errata
published by the Edison Electric Institute (version 1.1, July 18, 2007) are hereby incorporated herein as if set forth in full.

2. Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”.

3. In Section 2.1, delete the first sentence in its entirety and replace with the following:
“A Transaction, or an amendment, modification or
supplement thereto, shall be entered into only upon a
writing signed by both Parties evidencing the
commercial terms of such Transaction (a
“Confirmation”).”
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

4. Section 2.3 is deleted in its entirety and replaced with the following:
“2.3 No Oral Agreements or Modifications.

Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all
Transactions may not be orally amended,
supplemented or modified and any such amendment,
supplement or modification shall only be effective
pursuant to a writing signed by both Parties.”

5. Section 2.4 is hereby amended by deleting the words
“either orally or” in the sixth line.

6. Section 10.2(ii) of the Master Agreement shall be modified by inserting “Except for the approval by the CPUC as
stated in Section 2.2 of this Confirmation,” at the
beginning of the first sentence in such section.

7. Section 10.6 of the Master Agreement shall be deleted in its entirety and replaced with the following:
“10.6 THIS AGREEMENT AND THE RIGHTS AND

DUTIES OF THE PARTIES HEREUNDER SHALL BE

GOVERNED BY AND CONSTRUED, ENFORCED

AND PERFORMED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

TO THE EXTENT PERMISSIBLE UNDER

APPLICABLE LAW, EACH PARTY WAIVES ITS

RESPECTIVE RIGH TO ANY JURY TRIAL WITH

RESPECT TO ANY LITIGATION ARISING UNDER OR
IN CONNECTION WITH THIS AGREEMENT.”

8. Schedule P: Products and Related Definitions shall be deleted in its entirety.

1. Definitions

1.1 “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.

1.2 “Availability Incentive Payments” has the meaning set forth in the Tariff and includes any similarly defined payments under the Tariff in respect of Flexible RA Attributes.

1.3 “Availability Standards” has the meaning set forth in the Tariff and includes any similarly defined standards under the Tariff in respect of Flexible RA Attributes.

1.4 “Buyer” has the meaning specified in the introductory paragraph.

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

1.5 “CAISO” means the California Independent System Operator Corporation, or any successor entity performing the same functions.

1.6 “Capacity Attributes” means (a) the Local RA Attributes, (b) the RA Attributes, (c) the Flexible RA Attributes, and (d) any other current or future defined characteristics (including the ability to generate at a given capacity level, provide ancillary services, ramp up or down at a given rate, and flexibility or dispatch-ability attributes), certificates, tags, credits, howsoever entitled, including any account construct applied to any Compliance Obligations, based on the applicable Unit’s electric generation capacity.

1.7 “Capacity Price” means the price specified in the Capacity Price Table in Section 4.1.

1.8 “Capacity Replacement Price” means (a) the actual rate per kW-day paid for any Replacement Capacity purchased by Buyer pursuant to Section 5.2(a) including any penalties, fines, transaction costs and expenses reasonably incurred by Buyer in purchasing such Replacement Capacity, or (b) absent a purchase of Replacement Capacity, any penalties, fines, transaction costs and expenses plus the per kW-day market price for the Product not delivered by Seller under this Confirmation. Buyer shall determine such market prices in a commercially reasonable manner. For purposes of Section 1.51 of the Master Agreement, “Capacity Replacement Price” shall be deemed the “Replacement Price” for this Transaction.

1.9 “Compliance Obligations” means the RAR, Local RAR, Flexible RAR, and other resource adequacy requirements associated with a generating unit’s Capacity Attributes established for LSEs by the CPUC pursuant to the CPUC Decisions, or by any other Governmental Body having jurisdiction.

1.10 “Compliance Showing” means one or more of the following: (a) Local RAR Showing, (b) RAR Showing, (c) Flexible RAR Showing, or (d) other Capacity Attributes compliance or advisory filing (or similar or successor showing or filing), in each case, that an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the CAISO), pursuant to the CPUC Decisions, or to any Governmental Body having jurisdiction.

1.11 “Confirmation” has the meaning specified in the introductory paragraph.

1.12 “Confirmation Execution Date” has the meaning specified in the introductory paragraph.

1.13 “Contract Price” means, for any day in any Monthly Delivery Period, the Capacity Price for such period.

1.14 “Contract Quantity” means the quantity of Product (in MW) as set forth in Section 3.5.

1.15 “Contract Term” has the meaning set forth in Section 2.1.

1.16 “CPUC” means the California Public Utilities Commission.

1.17 “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, 12-06-25, and any other existing or subsequent decisions, resolutions or rulings related to resource adequacy, as may be amended from time to time by the CPUC.

1.18 “CPUC Filing Guide” is 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 as provided in the CPUC Decisions.

1.19 “Credit Rating” means, with respect to any entity, the rating assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Master Agreement, or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
issuer rating by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Master Agreement.

1.20 “Delivery Period” has the meaning specified in Section 3.3.

1.21 “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.

1.22 “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.

1.23 “Flexible RA Attributes” means, with respect to a Unit, any and all flexible resource adequacy attributes, as may be identified from time to time by the CPUC, CAISO or other Governmental Body having jurisdiction that can be counted toward Flexible RAR, exclusive of any RA Attributes and Local RA Attributes.

1.24 “Flexible RAR” means the flexible capacity requirements, including, without limitation, maximum continuous ramping, load following, and regulation, established for LSEs by the CPUC pursuant to the CPUC Decisions, or by any other Governmental Body having jurisdiction. Flexible RAR may also be known as ramping, maximum ramping, maximum continuous ramping, maximum continuous ramping capacity, maximum continuous ramping ramp rate, load following, load following capacity, load following ramp rate, regulation, regulation capacity, regulation ramp rate.

1.25 “Flexible RAR Showing” means the Flexible RAR compliance or advisory filing (or similar or successor showing or filing) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions, or to any Governmental Body having jurisdiction.

1.26 “GADS” means the Generating Availability Data System, or its successor.

1.27 “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.

1.28 “Local Capacity Area” has the meaning set forth in the Tariff.

1.29 “Local RA Attributes” means, with respect to a Unit, any and all resource adequacy attributes or other locational attributes for the 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 Unit within the CAISO Control Area, that can be counted toward a Local RAR, but exclusive of any RA Attributes and Flexible RA Attributes.

1.30 “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by any other Governmental Body having jurisdiction. Local RAR may also be DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
known as local area reliability, local resource adequacy, local resource adequacy procurement requirements, or local capacity requirement in other regulatory proceedings or legislative actions.

1.31 “Local RAR Showing” means the Local RAR compliance or advisory filing (or similar or successor showing or filing) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions, or to any Governmental Body having jurisdiction.

1.32 “LSE” means load-serving entity.

1.33 “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)).

1.34 “Master Agreement” has the meaning specified in the introductory paragraph.

1.35 “Monthly Delivery Period” means each calendar month during the Delivery Period and shall correspond to each Showing Month.

1.36 “Monthly Payment” has the meaning specified in Section 4.1.

1.37 “Moody’s” means Moody’s Investors Services, Inc. or its successor.

1.38 “NERC” means the North American Electric Reliability Corporation, or its successor.

1.39 “NERC/GADS Protocols” means the GADS protocols established by NERC, as may be updated from time to time.

1.40 “Net Qualifying Capacity” has the meaning set forth in the Tariff.

1.41 “Non-Availability Charges” has the meaning set forth in the Tariff and includes any similarly defined charges under the Tariff in respect of Flexible RA Attributes.

1.42 “Non-Specified RA Replacement Capacity” has the meaning set forth in the Tariff and includes any similarly defined capacity under the Tariff in respect of Flexible RA Attributes.

1.43 “Outage” means any disconnection, separation, or reduction in the capacity of any Unit that relieves all or part of the offer obligations of the Unit consistent with the Tariff.

1.44 “Planned Outage” shall have the meaning in CPUC Decisions, and includes a planned, scheduled, or any other Outage approved by the CAISO for the routine repair or maintenance of the Unit, or for the purposes of new construction work, and does not include any Outage designated as either forced or unplanned as defined by the CAISO or NERC/GADS Protocols.

1.45 “Product” has the meaning specified in Section 3.1.

1.46 “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix A, of the Unit NQC as of the Confirmation Execution Date that is dedicated to Buyer under this Transaction.

1.47 “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix A, of the Unit EFC as of the Confirmation Execution Date that is dedicated to Buyer under this Transaction.

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

1.48 “RA Attributes” means, with respect to a Unit, any and all resource adequacy attributes, as may be identified from time to time by the CPUC, CAISO or other Governmental Body having jurisdiction that can be counted toward RAR, exclusive of any Local RA Attributes and Flexible RA Attributes.

1.49 “RA Substitute Capacity” means capacity that the CAISO permits under the CAISO Tariff to be substituted for a Resource Adequacy Resource that is on Outage.

1.50 “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by any other Governmental Body having jurisdiction.

1.51 “RAR Showing” means the RAR compliance or advisory filing (or similar or successor showing or filing) an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the CAISO), pursuant to the CPUC Decisions, or to any Governmental Body having jurisdiction.

1.52 “Replacement Capacity” means capacity which has equivalent Capacity Attributes as the portion of the Product not provided by the Units committed to Buyer as of the Confirmation Execution Date.

1.53 “Replacement Unit” means a generating unit providing Replacement Capacity.

1.54 “Resource Category” shall be as described in the CPUC Filing Guide.

1.55 “RMR Contract” has the meaning set forth in the Tariff.

1.56 “S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc. or its successor).

1.57 “Scheduling Coordinator” or “SC” has the meaning set forth in the Tariff.

1.58 “Seller” has the meaning specified in the introductory paragraph.

1.59 “Showing Month” shall be the calendar month that is the subject of the Compliance Showing, as applicable, as set forth in the CPUC Decisions. For illustrative purposes only, pursuant to the CPUC Decisions in effect as of the Confirmation Execution Date, the monthly RAR Showing made in June is for the Showing Month of August.

1.60 “Substitution Rules” has the meaning set forth in Section 3.8(b).

1.61 “Supply Plan” has the meaning set forth in the Tariff and includes any similarly defined plan under the Tariff in respect of Flexible RA Attributes.

1.62 “Tariff” means the tariff and protocol provisions, including any applicable CAISO-published “Operating Procedures” and “Business Practice Manuals,” as amended or supplemented from time to time, of the CAISO.

1.63 “Transaction” has the meaning specified in the introductory paragraph.

1.64 “Unit” or “Units” shall mean the generation assets described in Appendix A (including any Replacement Units), from which Product is provided by Seller to Buyer.

1.65 “Unit Contract Quantity” means the amount of Product (in MW) to be delivered by Seller to Buyer by each individual Unit, as specified in Appendix A as of the Confirmation Execution Date.

1.66 “Unit EFC” means the effective flexible capacity or capacity that is qualified to provide Flexible RA Attributes established by the CAISO for the applicable Unit.

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

1.67 “Unit NQC” means the Net Qualifying Capacity established by the CAISO for the applicable Unit.

1.68 “Unit Delivered Quantity” means the amount of applicable Product (in MW) actually “delivered” by Seller to Buyer by each individual Unit. As used herein, “delivered” shall mean shown in the Supply Plan and, for purposes of Section 4.1, shall include any RA Substitute Capacity under Section 3.8, and in all cases, shall not include (i) any portion of Contract Capacity for which Buyer is required under the Compliance Obligations or the Tariff to procure Replacement Capacity, and (ii) any portion of Contract Capacity for which Seller is required hereunder, but fails, to provide Replacement Capacity to Buyer.

2. Term

2.1 Contract Term
The “Contract Term” shall mean the period of time commencing upon the Confirmation Execution Date and continuing until the later of (a) the expiration of the Delivery Period or (b) the date the Parties’ obligations under this Agreement have been fulfilled.

3. Transaction

3.1 Product
(a) Seller shall sell and Buyer shall receive and purchase, the Capacity Attributes (including all Local RA Attributes and Flexible RA Attributes) of the Units identified in Appendix A (collectively, the “Product”) and Seller shall deliver the Product as described in Section 3.2 below. Product does not include any right to dispatch or receive the energy or ancillary services from the Unit. Seller retains the right to sell any Product from a Unit in excess of its Unit Contract Quantity. (b) The Parties agree that (i) the Contract Price for the Product shall not change if the CAISO, CPUC or other Governmental Body (A) defines new or re-defines existing Local Capacity Areas which decreases or increases the amount of Local RA Attributes provided hereunder, or (B) defines new or re-defines existing Local Capacity Areas whereby the Units qualify for a Local Capacity Area and (ii) if the event in Section 3.1(b)(i)(B) occurs then the Product shall include such Local RA Attributes. (c) The Parties agree that (i) the Contract Price for the Product shall not change if the CAISO, CPUC or other Governmental Body defines new or re-defines existing Flexible RAR, Capacity Attributes related to Flexible RAR, or attributes of the Unit related to Flexible RAR, that results in a decrease or increase in the amount of Capacity Attributes related to Flexible RAR provided hereunder, and (ii) if the event in Section 3.1(c)(i) occurs then the Product shall include such Capacity Attributes related to Flexible RAR.

3.2 Unit Contingent Quantity
During the Delivery Period, Seller shall provide Buyer with the Product from the Unit(s) in the amount of the Contract Quantity. Except for reasons of Planned Outage, Force Majeure or any adjustment of the Capacity Attributes of any Unit(s), if the Unit(s) are not available to provide any portion of the Product, Seller shall provide Buyer with Replacement Capacity from one or more Replacement Units pursuant to Section 5.1.

If Seller fails to provide Buyer with Replacement Capacity pursuant to Section 5.1, then Seller shall be liable for damages and/or to indemnify Buyer for penalties, fines or costs pursuant to the terms of Section 5 and Section 10.

3.3 Delivery Period
inclusive, unless terminated earlier in accordance with the terms of this Agreement.

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

3.4 Contract Quantity:

During each month of the Delivery Period, Seller shall provide the Product from each Unit in the total amount for such month as follows:

CONTRACT QUANTITY TABLE
Unit Name
CAISO
Resource ID* Month(s)
Unit Contract Quantity
(MW)
Capacity
Attributes
(excluding
Flexible RA
Attributes)
Flexible
RA
Attributes
* CAISO Resource ID should match a Unit described in Appendix A

3.5 Delivery of Product
Seller shall provide Buyer with the Contract Quantity for each day in each Monthly Delivery Period consistent with the following:
(a) Seller shall, on a timely basis, submit, or cause each Unit's SC to submit, Supply Plans to identify and confirm the Unit Delivered Quantity for each Unit provided to Buyer so that the total amount of Unit Delivered Quantity identified and confirmed equals the Unit Contract Quantity for each Unit, unless specifically notified or requested not to do so by the Buyer pursuant to Section 3.8, and; (b) Seller shall submit, or cause each Unit’s SC to submit, written notification to Buyer, no later than fifteen (15) Business Days before the relevant deadline for any applicable Compliance Showing, that Buyer will be credited with Unit Delivered Quantity for the applicable portion of the Delivery Period in the Unit’s SC Supply Plan so that the total amount of Unit Delivered Quantity for each Unit credited equals the Unit Contract Quantity.

3.6 CAISO/CPUC Offer Requirements
Subject to Buyer’s request under Section 3.8(a), Seller shall, or cause the Unit’s SC to, bid and/or schedule with, or make available to, the CAISO the Unit Contract Quantity for each Unit in compliance with the Tariff and the CPUC Filing Guide, including any must offer obligation under the Tariff or the CPUC Filing Guide, and shall, or cause the Unit’s SC, owner, or operator, as applicable, to perform all obligations under the Tariff and the CPUC Filing Guide that are associated with the sale and delivery of Product hereunder.

Buyer shall have no liability for the failure of Seller or the failure of any Unit’s SC, owner, or operator to comply with such Tariff and CPUC Filing Guide provisions, including any penalties, charges or fines imposed on Seller or the Unit’s SC, owner, or operator for such noncompliance.

3.7 Reserved
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

3.8 Unit Substitution; RA Replacement Capacity
(a) RA Replacement Capacity: No later than five (5) Business Days before the relevant deadline for each applicable Compliance Showing, Buyer may (i) request, subject to Seller’s reasonable approval, that Seller not, or cause each Unit’s SC not to, list a portion or all of a Unit’s applicable Unit Contract Quantity on the Supply Plan or (ii) notify Seller that a portion or all of the Unit Contract Quantity of a Unit will be included in an applicable Compliance Showing as RA Substitute Capacity.

4.1, to the extent provided, such RA Substitute Capacity shall be deemed Unit Delivered Quantity provided consistent with Section 3.6.
(b) Seller’s Obligations With Respect to RA Substitute Capacity: If Buyer requests RA Substitute Capacity, Seller shall (i) make such RA Substitute Capacity available to Buyer during the applicable Showing Month to allow Buyer to utilize, as applicable, the substitution rules in Sections 9.3.1.3.1,

9.3.1.3.2 and 40.9.4.2.1 of the Tariff including any similarly defined substitution rules under the Tariff in respect of Flexible RA Attributes (“Substitution Rules”) and (ii) take, or cause each Unit’s SC to take, all action to allow Buyer to utilize, as applicable, the Substitution Rules, including, but not limited to, ensuring that the RA Substitute Capacity will qualify, as applicable, for substitution under the Substitution Rules, and providing Buyer with all information needed to utilize the Substitution Rules.
(c) Seller agrees that all RA Substitute Capacity utilized by Buyer under the Substitution Rules, as applicable, is subject to the requirements identified in Section 3.6. (d) Failure to Provide RA Substitute Capacity: If Seller fails to provide RA Substitute Capacity or Buyer is unable to utilize the RA Substitute Capacity under the Substitution Rules due to Seller’s failure to fulfill its obligations under Section 3.8(b)(ii), then Seller shall reimburse Buyer for any and all Non-Availability Charges incurred by Buyer and shall pay Buyer the CPM revenue the CAISO would have paid the Buyer but for Seller failure, due to such failure or inability to utilize the Substitution Rules; provided, that if Buyer is unable to utilize the Substitution Rules because the RA Substitute Capacity does not qualify for substitution under Section 9.3.1.3.1, 9.3.1.3.2, 40.9.4.2.1(1)(i) or (ii) of the Tariff, then Seller shall not be responsible for any such Non-Availability Charges described in this Section 3.8(d) associated with such inability.

3.9 Buyer’s Re-Sale of Product
Buyer may re-sell all or a portion of the Product.

4. Payment

4.1 Monthly Payment
In accordance with the terms of Article Six of the Master Agreement, Buyer shall make a “Monthly Payment” to Seller for each Unit after the applicable Monthly Delivery Period, as follows:

𝑀𝑜𝑛𝑡ℎ𝑙𝑦 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 = ∑(𝐴𝑛 ∗ 𝐵𝑛 ∗ 1000)
𝑑
𝑛=1
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
where:

A = applicable Contract Price (in $/kW-day) for that calendar day B = Unit Delivered Quantity (in MW) for Capacity Attributes provided by Seller for such Unit in that calendar day; provided, however, in no event shall this quantity “B” exceed the Contract Quantity for such Unit (in MW) for Capacity Attributes nor shall this quantity “B” be less than zero. d = Total number of calendar days in the respective Monthly Delivery Period The Monthly Payment calculation shall be rounded to two decimal places. In no case shall a Unit's Monthly Payment (or any day in any Monthly Payment) be less than zero.

CAPACITY PRICE TABLE
Contract Month
Capacity Price
($/kW-day)

4.2 Reserved.

4.3 Allocation of Other Payments and Costs
(a) Seller shall retain any revenues it may receive from and pay all costs charged by, the CAISO or any other third party with respect to any Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity revenue for ancillary services, (iii) energy sales, and (iv) any revenues for black start or reactive power services. Seller shall be responsible for the Environmental Costs associated with the Product and shall indemnify, defend and hold Buyer harmless from and against all third-party claims brought against Buyer for Environmental Costs.
(b) Buyer shall be entitled to receive and retain all revenues associated with the Contract Quantity during the Delivery Period including any capacity or availability revenues from RMR Contracts for any Unit, Capacity Procurement Mechanism (CPM) or its successor, and Residual Unit Commitment (RUC) Availability Payments or Reliability Capacity, or their successor, and Imbalance Reserves or its successor but excluding payments described in Section 4.3(a)(i)-(iv). (c) In accordance with Section 4.1 of this Confirmation and Article Six of the Master Agreement, all such Buyer revenues described in Section 4.3(b), but received by Seller, or a Unit’s SC, owner, or operator shall be remitted to Buyer, and Seller shall pay such revenues to Buyer if the Unit’s SC, owner, or operator fails to remit those revenues to Buyer. In order to verify the accuracy of such revenues, Buyer shall have 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.

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
(d) If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit the Contract Quantity for re-sale in such market, and retain and receive any and all related revenues.
(e) Subject to the Unit being made available to the CAISO in accordance with Article 3 of this Confirmation, Seller agrees that the Unit is subject to the terms of the Availability Standards, Non-Availability Charges, and Availability Incentive Payments under the Tariff. Furthermore, the Parties agree that any Availability Incentive Payments are for the benefit of Seller and for Seller’s account and that any Non-Availability Charges are the responsibility of Seller and for Seller’s account.

4.4 Offset Rights
Either Party may offset any amounts owing to it for revenues, penalties, fines, costs, reimbursement or other payments pursuant to Article Six of the Master Agreement against any future amounts it may owe to the other Party under this Confirmation.

5. Seller's Failure to Deliver Contract Quantity

5.1 Seller’s Duty to Provide Replacement Capacity
Planned Outage replacement shall be addressed by the Tariff. For all other replacements, if Seller is unable to provide the Contract Quantity from any Unit(s) for any day in any Monthly Delivery Period and Replacement Capacity is required under Section 3.2, then:
(a) Seller shall notify Buyer of the non-availability of any portion of the Contract Quantity from any Unit(s) and identify Replacement Unit(s), and
(b) Seller shall, at no additional cost to Buyer, provide Buyer with Replacement Capacity from one or more Replacement Units, such that the total amount of Product provided to Buyer from all Units and Replacement Units equals Contract Quantity.
provided that the designation of any Replacement Unit by Seller shall be subject to Buyer’s prior written approval, which shall not be unreasonably withheld or delayed. Once Seller has identified in writing any Replacement Units that meet the requirements of this Section 5.1, and Buyer has approved the designation of the Replacement Unit, then any such Replacement Unit shall be deemed a Unit for purposes of this Confirmation for that day in such Monthly Delivery Period. Notwithstanding anything to the contrary in this Confirmation, Seller’s failure to properly provide Replacement Capacity, including Seller’s obligation to identify Replacement Units within the notice deadlines specified in this Section 5.1, may result in the calculation of damages payable to Buyer and/or the indemnification of Buyer against any penalties, fines or costs under Section 5 and Section 10.

5.2 Damages for Failure to Provide Replacement Capacity If Seller fails to provide Buyer any portion of the Contract Capacity from Replacement Units for any day in any Monthly Delivery Period as required by Section 5.1, then the following shall apply:
(a) Buyer may, but shall not be obligated to, obtain Replacement Capacity. Buyer may enter into purchase transactions with one or more parties to replace the portion of Contract Capacity not provided by Seller. Additionally, Buyer may enter into one or more arrangements to repurchase its obligation to sell and deliver the capacity to another party, and such arrangements shall be considered the procurement of Replacement Capacity. Buyer shall act in a commercially reasonable manner in purchasing any Replacement Capacity, and; DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
(b) Seller shall pay to Buyer damages, in accordance with the terms of Section 4.1 of the Master Agreement relating to “Accelerated Payment of Damages,” if applicable, an amount equal to the positive difference, if any, between (i) the sum of (A) the Capacity Replacement Price paid by Buyer for any Replacement Capacity purchased by Buyer pursuant to Section 5.2(a) for such day, plus (B) the Capacity Replacement Price times the portion of Contract Capacity not provided by Seller nor purchased by Buyer pursuant to Section 5.2(a) for such day times 1,000 kW/MW, and (ii) the portion of Contract Capacity not provided for the applicable day in the applicable Monthly Delivery Period times the Contract Price for that day times 1,000 kW/MW.

5.3 Indemnities for Failure to Deliver Contract Capacity If Buyer is unable to purchase Replacement Capacity after Seller fails to provide Buyer a portion of the Contract Capacity from Replacement Units for any day in any Monthly Delivery Period as required by Section 5.1, then in addition to the damages pursuant to Section 5.2(b)(i)(B) with respect to the portion of Contract Capacity that Buyer has not replaced, Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC, CAISO, or any Governmental Body having jurisdiction, resulting from any of the following:
(a) Seller’s failure to provide any portion of the Contract Capacity or any portion of the Replacement Capacity;
(b) Seller’s failure to provide timely notice of the non-availability of any portion of the Contract Capacity; (c) A Unit’s SC’s failure to timely submit Supply Plans that identify Buyer’s right to the Unit Contract Quantity purchased hereunder, or;
(d) any other failure by Seller to perform its material obligations under this Confirmation.

6. Other Buyer and Seller Covenants

6.1 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 and execute any and all documents or instruments reasonably necessary to ensure Buyer's right to the use of the Contract Quantity for the sole benefit of Buyer's Compliance Obligations. The Parties further agree to negotiate in good faith to make necessary amendments, if any, to this Confirmation to conform this Transaction to subsequent clarifications, revisions or decisions rendered by the CPUC, FERC, or other Governmental Body having jurisdiction to administer Compliance Obligations, to maintain the benefits of the bargain struck by the Parties on the Confirmation Execution Date. The Parties acknowledge that the benefit of the bargain as stated in this Agreement attempts to reflect anticipated changes to the CAISO and CPUC Resource Adequacy rules as such rules have been proposed as of the Confirmation Execution Date.

As used in this Section 6.1, “commercially reasonable actions” or “good faith” shall not require the Seller, or the owner or operator of any Unit to undertake any capital improvements, facility enhancements, or the construction of new facilities.

6.2 Seller’s Represents, Warrants and Covenants
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
Seller represents, warrants and covenants to Buyer that, throughout the Delivery Period:
(a) Seller owns or has the exclusive right to the Product sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right; (b) No portion of the Contract Quantity 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, other than pursuant to an RMR Contract between the CAISO and either Seller or the Unit’s owner or operator; (c) Each Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, and is under the control of CAISO;
(d) Seller shall, and each Unit’s SC, owner and operator is obligated to, comply with Applicable Laws, including the Tariff, relating to the Product;
(e) If Seller is the owner of any Unit, the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned or transferred for any Unit does not exceed the Unit NQC or Unit EFC, as applicable, for that Unit;
(f) Seller has notified the SC of each Unit that Seller has transferred the Unit Contract Quantity to Buyer, and the SC is obligated to deliver the Supply Plans in accordance with the Tariff fully reflecting such transfer;
(g) Seller has notified the SC of each Unit that Seller is obligated to cause each Unit’s SC to provide to Buyer, at least fifteen (15) Business Days before the relevant deadline for each Compliance Showing, the Unit Contract Quantity of each Unit that is to be submitted in the Supply Plan associated with this Agreement for the applicable period; (h) Seller has notified each Unit’s SC that Buyer is entitled to the revenues set forth in Section 4.3, and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues;
(i) In the event Seller has rights to the energy output of any Unit, and Seller or the Unit’s SC schedules energy from the Unit for export from the CAISO Control Area, or commits energy to another entity in a manner that could result in scheduling energy from the Unit for export from the CAISO Control Area, it shall do so only as allowed by, and in accordance with, Applicable Laws and such exports may, if allowed by the Tariff, be curtailed by the CAISO, and; (j) The owner or operator of each Unit is obligated to maintain and operate each Unit using Good Utility Practice and, if applicable, General Order 167 as outlined by the CPUC in the Enforcement of Maintenance and Operation Standards for Electric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all Applicable Laws in operating such Unit; provided, that the owner or operator of any Unit is not required to undertake capital improvements, facility enhancements, or the construction of new facilities.

7. Confidentiality
Notwithstanding Section 10.11 of the Master Agreement, the Parties agree that Buyer and Seller may disclose this Agreement to the CPUC, CAISO and any Governmental Body, as required by Applicable Law, and Seller may disclose the transfer of the Contract Quantity under this Transaction to the SC of each Unit in order for such SC to timely submit accurate Supply Plans; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Body, CAISO, or SC to further disclose such information. In addition, in the event Buyer resells all or any portion of the Product, Buyer shall be permitted to DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
disclose to the other party to such resale transaction all such information necessary to effect such resale transaction.

8. Counterparts
This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same Agreement. Delivery of an executed counterpart of this Agreement by fax will be deemed as effective as delivery of an originally executed counterpart. Any Party delivering an executed counterpart of this Agreement by facsimile will also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement will not affect the validity or effectiveness of this Agreement.

9. Collateral Requirements
On or before the Confirmation Execution Date, to secure its obligations under this Confirmation, Buyer agrees to deliver (i) cash or (ii) a Letter of Credit, in substantially the same form as attached hereto as Appendix B in the amount of two hundred twelve thousand five hundred dollars ($212,500.00) to Seller and maintain such security in full force and effect until it is required to be returned in accordance with this Section 9. The security posted under this Section 9 shall not be deemed a limitation of Buyer’s damages. Seller shall return to Buyer any unused portion of this security after the following have occurred: (i) the Delivery Period has expired or terminated early; and (ii) all payment obligations of the Buyer arising under this Confirmation, including compensation for penalties, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting).

10. Declaration of an Early Termination Date and Calculation of Settlement Amounts Notwithstanding anything to the contrary, 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 as applicable. Furthermore, with respect to this Transaction only, the following language is to be added at the end of Section 5.2 of the EEI Agreement:
“If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur penalties, fines or costs from the CPUC, the CAISO, or any other Governmental Body having jurisdiction, because Buyer is not able to include the Contract Quantity in any applicable Compliance Showing due to the termination of the Transaction under the Master Agreement caused by Seller’s Event of Default and Buyer has not purchased Replacement Capacity for the applicable portion of the Contract Quantity, then Buyer may, in good faith, estimate as its Losses in respect of the Transaction the present value of the amount of those penalties, fines and costs on a $/kW-day basis subtracting the Contract Price (in $/kW-day) and include this estimate in its determination of the Settlement Amount, subject to accounting to Seller when those penalties, fines and costs are finally ascertained. The rights and obligations with respect to determining and paying any Settlement Amount or Termination Payment, and any dispute resolution provisions with respect thereto, shall survive the termination of this Transaction and shall continue until after those penalties or fines are finally ascertained.” [Signature page follows]
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
IN WITNESS WHEREOF, the Parties have caused this Confirmation to be duly executed as of the date first above written.

Silicon Valley Clean Energy Authority SAN DIEGO GAS & ELECTRIC COMPANY a California joint powers authority a California corporation By: ________________________________ By:_______________________________ Name:______________________________ Name:_____________________________ Title:________________________________ Title:______________________________ APPROVED as to legal form _____
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 COO & Director of Power Resources
Monica Padilla
DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D Market Analysis Manager
Joe Pasquito
DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
DocuSigned by:
573FC104110B4C0...
x DocuSigned by:

BB43C9758847486...
, DS

APPENDIX A
Buyer SCID: LSVCE
Unit Information
Unit Resource Name Desert Star Energy Center
CAISO Resource ID MRCHNT_2_PL1X3
Unit SCID LSDGE
Unit NQC (MW) 419.25
Prorated Percentage of Unit
Factor 5.96%
Unit EFC (MW) 239.25
Flexible Category 1
Prorated Percentage of Unit
Flexible Factor 10.45%
Resource Type Combined Cycle
Resource Category
(MMC Bucket 1, 2, 3 or 4) 4
Path 26 (North or South) South
Local Capacity Area (if any, as
of Confirmation Execution Date) N/A
Unit Contract Quantity (MW) for
Capacity Attributes (excluding
Flexible RA Attributes)
Unit Contract Quantity (MW) for
Flexible RA Attributes
Deliverability restrictions, if any,
as described in most recent
CAISO deliverability
assessment
None
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
Run Hour Restrictions None
Unit Resource Name Otay Mesa Energy Center
CAISO Resource ID OTMESA_2_PL1X3
Unit SCID CalJ
Unit NQC (MW) 603.60
Prorated Percentage of Unit
Factor 12.76%
Unit EFC (MW) 448.6
Flexible Category 1
Prorated Percentage of Unit
Flexible Factor 17.16%
Resource Type Combined Cycle
Resource Category
(MMC Bucket 1, 2, 3 or 4) 4 (24/7=Yes)
Path 26 (North or South) South
Local Capacity Area (if any, as
of Confirmation Execution Date) N/A
Unit Contract Quantity (MW) for
Capacity Attributes (excluding
Flexible RA Attributes)
Unit Contract Quantity (MW) for
Flexible RA Attributes
Deliverability restrictions, if any,
as described in most recent
CAISO deliverability
assessment
None
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
Run Hour Restrictions None
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
Appendix B
Form of Letter of Credit

LETTER OF CREDIT FORM

IRREVOCABLE STANDBY

LETTER OF CREDIT
Reference Number:

Transaction Date:

BENEFICIARY:

San Diego Gas & Electric Company
Ladies and Gentlemen:
(the “Bank”) hereby establishes this Irrevocable
Standby Letter of Credit (“Letter of Credit”) in favor of San Diego Gas & Electric Company, a California corporation (the “Beneficiary”), for the account of , a corporation (the “Applicant”), for the amount of XXX AND XX/100 Dollars($ ) (the “Available Amount”), effective immediately and expiring at 5:00 p.m., New York time, on the Expiration Date (as hereinafter defined).

This Letter of Credit shall be of no further force or effect upon the close of business on or, if such day is not a Business Day (as hereinafter defined), on the next preceding Business Day, unless extended in accordance with the terms of this Letter of Credit.

For the purposes hereof, “Business Day” shall mean any day on which commercial banks are not authorized or required to close in New York, New York.

Subject to the terms and conditions herein, funds under this Letter of Credit are available to the Beneficiary by presentation in compliance on or prior to 5:00 p.m. New York time, on or prior to the Expiration Date, of the following:

1. The original of this Letter of Credit and all amendments (or photocopy of the original for partial drawings); and

2. The Drawing Certificate issued in the form of Attachment A attached hereto and which forms an integral part hereof, duly completed and purportedly bearing the signature of an authorized representative of the Beneficiary.

Notwithstanding the foregoing, any drawing hereunder may be requested by transmitting the requisite documents as described above to the Bank by facsimile at or such other number as specified from time to time by the Bank or by electronic signature. The facsimile or electronic signature transmittal shall be deemed delivered when received. It is understood that drawings made by facsimile transmittal or electronic signature are deemed to be the operative instrument without the need of originally signed documents.

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E
Partial drawing of funds shall be permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance; provided that, the Available Amount shall be reduced by the amount of each such drawing.

This Letter of Credit is transferable in whole or in part.

Banking charges shall be the sole responsibility of the Applicant.

It is a condition of this Letter of Credit that it shall be deemed automatically extended without an amendment for a one year period beginning on the present expiry date hereof and upon each anniversary of such date, unless at least ninety (90) days prior to any such expiry date we have sent you written notice by regular and registered mail or courier service that we elect not to permit this Letter of Credit to be so extended beyond, and will expire on its then current expiry date. No presentation made under this Letter of Credit after such expiry date will be honored except as described in the succeeding paragraph.

We agree that if this Letter of Credit would otherwise expire during, or within 30 days after, an interruption of our business caused by an act of god, riot, civil commotion, insurrection, act of terrorism, war or any other cause beyond our control or by any strike or lockout, then this Letter of Credit shall expire on the 30th day following the day on which we resume our business after the cause of such interruption has been removed or eliminated and any drawing on this Letter of Credit which could properly have been made but for such interruption shall be permitted during such extended period.

This Letter of Credit sets forth in full our obligations and such obligations shall not in any way be modified, amended, amplified or limited by reference to any documents, instruments or agreements referred to herein, except only the attachment referred to herein; and any such reference shall not be deemed to incorporate by reference any document, instrument or agreement except for such attachment.

The Bank engages with the Beneficiary that Beneficiary’s drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if presented to the Bank on or before the Expiration Date.

THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION) INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 600 ("UCP''), EXCEPT TO THE EXTENT THAT THE TERMS HEREOF ARE

INCONSISTENT WITH THE PROVISIONS OF THE UCP, INCLUDING BUT NOT LIMITED TO ARTICLES 14(8) AND 36 OF THE UCP, IN WHICH CASE THE TERMS OF THIS LETTER OF CREDITSHALLGOVERN. MATTERSNOTCOVERED BYTHEUCPSHALLBEGOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

AUTHORIZED SIGNATURE for Bank
By:

Title:

Page 24 of 24 ends

ATTACHMENT A TO APPENDIX B
DRAWING CERTIFICATE TO [ISSUING BANK NAME]

IRREVOCABLE STANDBY LETTER OF CREDIT
Reference Number.
(Sample Text)

DRAWING CERTIFICATE
Bank
Bank Address
Subject: Irrevocable Standby Letter of Credit
Reference Number:

The undersigned , an authorized representative
of San Diego Gas & Electric Company (the “Beneficiary”), hereby certifies to [Issuing Bank Name] (the “Bank”), and
(the “Applicant”), with reference to
Irrevocable Standby Letter of Credit No. , dated
, (the “Letter of Credit”), issued by the Bank
in favor of the Beneficiary, as follows as of the date hereof:

1. The Beneficiary is entitled to draw under the Letter of Credit an amount equal to
$ , for the following reason(s) [check applicable provision]:
[ ]A. An Event of Default, as defined in the [INSERT] Agreement between Beneficiary and Applicant (the “Agreement”), with respect to the Applicant has occurred and is continuing or an amount is due and unpaid to Beneficiary by Applicant.
[ ]B. The Letter of Credit will expire in fewer than sixty (60) days from the date hereof, and Applicant has not provided to Beneficiary alternate Performance Assurance (as defined in the Agreement) acceptable to Beneficiary.

2. Based upon the foregoing, the Beneficiary hereby makes demand under the Letter of Credit for payment of U.S. DOLLARS AND /100ths (U.S.$ ), which amount
does not exceed (i) the amount set forth in paragraph 1 above, and (ii) the Available Amount under the Letter of Credit as of the date hereof.

3. Funds paid pursuant to the provisions of the Letter of Credit shall be wire-transferred to the Beneficiary in accordance with the following instructions:

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 68B81222-DDE6-4979-A013-4356E34E0B9F Appendix A SDG&E

LONG FORM CONFIRMATION

FOR RESOURCE ADEQUACY CAPACITY PRODUCT
Resource Adequacy Contract Number: SDGE_SVCEA_AUG 2024_SELL_SYS This confirmation letter (“Confirmation”) confirms the transaction (the “Transaction”) between San Diego Gas & Electric Company (“Seller”) and Silicon Valley Clean Energy Authority (“Buyer”), each individually a “Party” and together the “Parties”, dated as of October 10, 2024 (the “Confirmation Execution Date”) in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in Section 3 of this Confirmation. This Transaction shall be deemed to have been entered into pursuant to, and shall supplement, form a part of, and be governed by the terms and conditions of the form of Master Power Purchase and Sale Agreement published by the Edison Electric Institute and the National Energy Marketers Association (version 2.1 dated 4/25/00) (the “EEI Agreement”) with a Cover Sheet containing the elections and other changes contained herein as if the Parties have executed the EEI Agreement (with such Cover Sheet the “Master Agreement”). The Parties agree that the only transactions to be concluded pursuant to such Master Agreement shall be the Transaction documented in this Confirmation. The Master 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 Master Agreement or the Tariff (defined herein).

To the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder.

Name: Party A / Seller Name: Party B / Silicon Valley Clean Energy Authority

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 785FECA2-2435-424F-96E8-DA42EC4C01B2 Appendix A SDG&E

The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Article Two
Transaction Terms
and Conditions
 Optional provision in Section 2.4.

If not checked, inapplicable.

Article Five  Cross Default for Party A:

DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 785FECA2-2435-424F-96E8-DA42EC4C01B2 Appendix A SDG&E
Party A Collateral Threshold: $______________;
provided, however, that Party A’s Collateral
Threshold shall be zero if an Event of Default or
Potential Event of Default with respect to Party A
has occurred and is continuing.

Specify: _______________________________
(e) Guarantor for Party A: N/A
Guarantee Amount: N/A
Article 10
Confidentiality  Confidentiality Applicable If not checked, inapplicable.

2. Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”.

3. In Section 2.1, delete the first sentence in its entirety and replace with the following:
“A Transaction, or an amendment, modification or
supplement thereto, shall be entered into only upon a
writing signed by both Parties evidencing the
commercial terms of such Transaction (a
“Confirmation”).”
DocuSign Envelope ID: 1C5035CD-367F-40DA-A1FD-08D665475300 DocuSign Envelope ID: 572E880B-BDE9-4E75-8146-CF911377F52D DocuSign Envelope ID: 785FECA2-2435-424F-96E8-DA42EC4C01B2 Appendix A SDG&E

4. Section 2.3 is deleted in its entirety and replaced with the following:
“2.3 No Oral Agreements or Modifications.

5. Section 2.4 is hereby amended by deleting the words
“either orally or” in the sixth line.

7. Section 10.6 of the Master Agreement shall be deleted in its entirety and replaced with the following:
“10.6 THIS AGREEMENT AND THE RIGHTS AND

DUTIES OF THE PARTIES HEREUNDER SHALL BE

GOVERNED BY AND CONSTRUED, ENFORCED

AND PERFORMED IN ACCORDANCE WITH THE

LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

TO THE EXTENT PERMISSIBLE UNDER

APPLICABLE LAW, EACH PARTY WAIVES ITS

RESPECTIVE RIGH TO ANY JURY TRIAL WITH

RESPECT TO ANY LITIGATION ARISING UNDER OR
IN CONNECTION WITH THIS AGREEMENT.”

8. Schedule P: Products and Related Definitions shall be deleted in its entirety.

1. Definitions

1.2 “Availability Incentive Payments” has the meaning set forth in the Tariff.

1.3 “Availability Standards” has the meaning set forth in the Tariff.