Agenda packet — Silicon Valley Clean Energy Board of Directors, September 11, 2024 (part 2 of 2)

Item 3
Attachment 3
Title Minimum Salary
(Annual $)
Maximum Salary
(Annual $)
FY24-25 Salary Chart
Manager of Technology and Admin Services $ 242,456 159,550 $ Marketing Lead $ 214,131 140,263 $
Marketing Specialist $ 124,166 75,976 $
Policy Analyst $ 180,189 105,199 $
Power Analyst $ 172,878 110,801 $
Power Contracts & Settlements Manager $ 275,517 175,330 $ Power Data Analyst $ 172,878 115,629 $
Power Resources Manager $ 275,517 175,330 $
Power Resources Planner $ 238,781 151,952 $
Power Settlements and Compliance Analyst $ 202,047 128,575 $ Principal Communications Specialist $ 174,665 106,367 $ Principal Data Engineer $ 241,927 151,952 $
Principal Data Scientist $ 253,447 170,186 $
Principal Policy Analyst $ 226,030 151,952 $
Principal Power Analyst $ 216,858 138,988 $
Program Marketing Manager $ 209,598 140,263 $
Programs Lead $ 214,131 140,263 $
Programs Specialist $ 142,352 87,664 $
Rates Manager $ 238,781 159,550 $
Regulatory & Compliance Manager $ 238,781 151,952 $
Regulatory Analyst $ 180,189 122,731 $
Senior Board Clerk/Executive Assistant $ 214,131 128,575 $ Senior Communications Specialist $ 155,951 91,655 $
Senior Data Analyst $ 207,246 140,263 $
Senior Data Engineer $ 216,006 148,205 $
Senior Data Scientist $ 226,292 151,952 $
Senior Energy Services Specialist $ 155,952 105,199 $
Senior Financial Analyst $ 202,047 140,263 $
Senior Government Affairs Manager $ 256,631 187,033 $
Senior Management Analyst $ 222,251 140,263 $
Senior Manager of Communications $ 253,107 161,069 $
Senior Manager of Decarbonization Programs and Policy $ 253,107 161,069 $ Senior Manager of Power Resources $ 293,885 187,033 $
Senior Manager of Technology and Administrative Services $ 270,682 178,696 $ Senior Marketing Specialist $ 139,242 91,655 $
Senior Policy Analyst $ 201,812 122,731 $
Senior Power Analyst $ 193,623 124,097 $
Senior Power Resources Planner $ 267,435 187,033 $
Senior Programs Specialist $ 159,434 105,199 $
Senior Public Sector Services Manager $ 253,107 161,069 $ Senior Quantitative Analyst $ 207,246 140,263 $
Senior Rates Analyst $ 202,047 140,263 $
Senior Regulatory Advisor $ 202,047 128,575 $

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Item 3
Attachment 3
Title Minimum Salary
(Annual $)
Maximum Salary
(Annual $)
FY24-25 Salary Chart
Senior Regulatory Analyst $ 202,047 128,575 $
Wholesale Energy Markets Manager $ 173,984 $ 256,631
Wholesale Energy Markets Planner $ 238,781 151,952 $

Page 3 of 3 ends

Item 3
Attachment 3
Item 3
Organization Chart (ESCR I DPP)
Attachment 4
CEO
Director of
Energy
Services and
Community
Relations
Director of
Decarbonization
Programs and
Policy
General
Counsel
Communications
Consultant
Energy
Services
Specialist
Deputy Director
of Marketing and
Communications
Energy
Services
Principal
Energy
Services
Principal
Internal Operations
Program
Manager
Deputy Director
of
Decarbonization
Programs &
Policy
Decarbonization Management
Analyst
Manager of Decarbonization
Programs and
Policy
Community Outreach
Specialist
Principal
Communications
Specialist
Program
Marketing Manager
Senior Manager of
Public Sector
Services
Programs
Lead
Senior
Programs
Specialist
Senior
Programs
Specialist
Senior
Programs
Specialist
Senior
Programs
Specialist
Programs
Lead
Energy
Services
Intern
Communications
Specialists
Marketing
Specialist
Marketing
Specialist
Marketing
Lead
Climate Corp
Fellow
Programs
Lead
Manager of
Data and
Analytics
Climate Corp Data Anaylst Data
Fellow Engineer
Decarbonization
Data Analyst
Intern
Climate Corp
Fellow
FY24-25 Recommended Budget Organization Chart
Item 3
Organization Chart (F&A / PRO I RPPL )
Attachment 4
Chief Financial
Officer/Director
of Administrative
Services
Director of
Strategic
Development
Director of Power
Resources
Manager of
Finance
Director of Human
Resources
Director of Risk Management
and Analytics
Senior Manager of
IT and
Admistrative
Services
Senior
Financial
Analyst
I
Deputy
Director of
Power
Resrouces
Wholesale Market
Planner
Power
Resource Manager
Power
Resource Manager
Power
Supply
Program
Manager
Management
Analyst/Admin
Board
Clerk/Senior
Executive
Assistant
Director of
Regulatory,
Policy and
Planning
Board Clerk/
Deputy
Executive
Assistant
Senior Regulatory
Advisor
Power
Resource
Planner
Senior Regulatory
Analyst
Administrative
Analyst
Senior
Financial
Analyst
Project
Coordinator
HR/Office
Assistant
Senior
Quantitative Analyst
Senior
Quantitative Analyst
Information
Technology
Analyst
Power
Settlements
and
Compliance
Analyst
Regulatory &
Compliance Manager
Data
Engineer
Power
Resources
Planner
Associate
Power
Analyst
Associate
Power
Analyst
Energy
Trading
Planner
Director of Government and
Legislative
Affairs
Government
and
Legislative
Intern
FY24-25 Recommended Budget Organization Chart
2024 Benefits Summary
333 W El Camino Real, Suite 330 | Sunnyvale, CA 94087 | 1-844-474-SVCE (7823) | SVCleanEnergy.org Campbell | Cupertino | Gilroy | Los Altos | Los Altos Hills | Los Gatos | Milpitas | Monte Sereno | Morgan Hill | Mountain View | Saratoga | Sunnyvale | Unincorporated Santa Clara County Benefit Details
Health Insurance
Employer Premium Contribution SVCE provides up to $1,500 per month to cover the employee and dependent insurance premiums - health, dental and vision.

Medical Coverage is provided through the CalChoice marketplace, and currently includes the following options:

Kaiser – HMO plans
Sutter Health – HMO plans
Anthem Blue Cross – PPO plans
Cigna –EPO G
Dental Delta Dental PPO
Vision Vision PPO Plan
Retirement
401 (a) Plan Mandatory 10% employee contribution matched by 10% employer contribution in lieu of Social Security. Fully vested from date of hire. 457 (b) Deferred Compensation Voluntary pre-tax employee contributions up to annual IRS limits.

HRA -or- HSA
Health Reimbursement Account SVCE contributes $500 / month towards a Health Reimbursement Account that the employee can use for qualified health care expenses. Unused balances can be carried over to the next year.

Health Savings Account
(only with eligible High Deductible
Health Plans)
SVCE contributes up to $400 / month towards a Health Savings Account that the employee can use for qualified health care expenses. Balance can be invested and stays with employee after separation.

FSA – Health / Dependent Care / Transportation / Parking Employer Contribution SVCE contributes $200 / month towards flexible spending accounts that can be used for qualified expenses in the categories below. Employee can contribute additional funds up to the IRS limits.

Health Spending Account Employee can annually contribute up to $3,200 pre-tax to their Health FSA. A maximum of $640 rolls over for 2024.

Dependent (Child / Elder) Care
Assistance
Employee can annually contribute up to $5,000 pre-tax to their Dependent Care account. Funds do no roll over.

Transit / Parking Plan Non-taxable reimbursement of up to $315 per month for qualified transit and parking expenses.

Health / Wellness
Fitness Reimbursement Program SVCE will reimburse up to $600 / year for qualified fitness expenses (class / program / equipment) per year. This reimbursement will accrue annually up to $3000.

Professional Development
Tuition Reimbursement Program SVCE will reimburse up to $5,000 / year for qualified educational advancement that supports the organization’s mission.

Employee Rebate Reimbursement
SVCE Employees are eligible to
receive the same rebate benefits as
its customers
SVCE rebates are available for single-family homes, accessory dwelling units (ADUs), and multi-family homes (4 dwelling units or fewer) swapping out existing equipment, not for completely new building construction. Each dwelling unit is eligible for one rebate per appliance type.

Item 3
Attachment 5

SILICON VALLEY

Long Term Disability Insurance LTD provided at 60% of monthly earnings subject to terms of LTD insurance carrier and cap based on salary.

Term Life Insurance 100% Employer-paid $200,000 life and AD&D coverage (guaranteed at $50,000).

Employee Assistance Program (EAP) 100% Employer-paid confidential counseling for you and your immediate family member and work/life services assistance.

Hybrid Work Set up One time $500 reimbursable for home office set up.

Technology Stipend $120 monthly stipend for phone and internet connection costs Voluntary Term Life and AD&D Rates
Voluntary term life monthly rate Voluntary term life rates do not include the AD&D rate. The spouse is charged based upon his/her individual age.

Child(ren) monthly rate: $10,000 of coverage for $2.00 per family Voluntary Accidental Death and
Dismemberment (AD&D) monthly rate
Employee and spouse $.039
Leave
Vacation Leave SVCE offers 160 hours of Paid Time Off (PTO) that is accrued bi-weekly for the first year. PTO includes vacation, sick, etc.

After the first-year anniversary date, an additional 8 hours will be granted per year up to the tenth year of employment.

All unused PTO at the end of the year can be carried over to a maximum of twice the annual accrual.

Exempt employees receive an additional 40 hours of Management Leave at the beginning of each calendar year, which does not carry over to the next year.

Holidays 131 days (80104 hours) per year.

New Year’s Day
Martin Luther King Jr.’s Birthday
Presidents’ Day
Cesar Chavez Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veteran’s Day
Thanksgiving (2 days)
Christmas Day
Floating Holiday (does not accrue, use annually)
Administrative Shut-Down Leave Christmas Day though New Year’s Day Bereavement Leave Up to 53 days paid bereavement leave in the event of a death in your immediate family.

New Parental Leave Act If you have worked at least 12 months and for at least 1,250 hours in the previous 12 months you will be eligible of for 240 hours of paid parental leave (6up to twelve (12) workweeks) in a 12-month period.

Item 3
Attachment 5

SILICON VALLEY

CLEAN ENERGY
Attachment 6
($ in Thousands)
FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28 FY 2028-29
Operating Revenue (Budget) (Forecast) (Forecast) (Forecast) (Forecast) Electricity Sales, Net1 $438,837 $573,975 $608,968 $558,344 $537,314 GreenPrime Electricity Premium $2,213 $2,234 $2,260 $2,296 $2,340 Total Operating Revenues $441,050 $576,209 $611,228 $560,640 $539,654 Operating Expense
Power Supply $387,145 $436,863 $446,138 $434,784 $436,707 Operating Margin $53,905 $139,345 $165,090 $125,856 $102,947 Data Management $3,734 $3,920 $4,116 $4,322 $4,538
PG&E Service Fees $1,516 $1,592 $1,672 $1,755 $1,843
Salaries and Retirement $17,388 $18,258 $19,171 $20,129 $21,136 Professional Services $9,370 $9,838 $10,330 $10,846 $11,389 Marketing & Promotions $1,617 $1,698 $1,783 $1,872 $1,965 General and Administration $2,808 $3,844 $4,036 $4,238 $4,450 Transfers to Programs Fund $18,740 $11,524 $12,225 $11,213 $10,793 Total Operating Expenses $442,318 $487,538 $499,471 $489,161 $492,822 Operating Income $(1,268) $88,671 $111,757 $71,480 $46,832 Nonoperating Revenue
Investment Income $16,299 $14,651 $15,820 $15,440 $13,182 Total Non-Operating Revenues $16,299 $14,651 $15,820 $15,440 $13,182 Nonoperating Expense
Financing Cost $24 $24 $24 $24 $24
Capital Outlay $1,002 $50 $50 $50 $50
Total Non-Operating Expense $1,026 $74 $74 $74 $74
Non-Operating Income $15,273 $14,577 $15,746 $15,366 $13,108 Change in Net Position/Available for Reserves $14,005 $103,247 $127,503 $86,846 $59,940 Begin, Net Position $473,838 $469,996 $551,765 $658,068 $731,141 Adjustment for Program Expenditure and Building Fund2
$(17,847) $(21,478) $(21,201) $(13,773) $(24,600)
End, Net Position $469,996 $551,765 $658,068 $731,141 $766,481

Days Cash On Hand (DCOH) at Year End $441,975 $523,744 $630,047 $703,119 $738,460 Days of cash on hand 365 392 460 525 547
Each year the Board transfers funds from the Operating Budget to the Decarbonization Programs Fund as shown in the above forecast under line item Transfers to Programs Fund. The line item Adjustment for Program Expenditure accounts for the difference between forecasted spend for programs versus the amount transferred to the fund. This adjustment is needed because program spending to date has been less than the amount transferred to the programs fund. The $20 million in building Fund is assumed to be spent in FY28-29.

Assumptions: 4% overall discount relative to comparable PG&E rates for FY 24-25 and FY 25-26. FY 24-25 includes additional bill credit to low income customers totaling $4.4 million. 1% discount for FY26-27, FY27-28 and FY28-29.

Item 3
Attachment 6
1 RESOLUTION 2024-13

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2024-13

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY TO APPROVE THE FISCAL YEAR 2024-2025

BUDGET FOR SILICON VALLEY CLEAN ENERGY
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016, pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Authority operates on a fiscal year budget cycle from October 1st through September 30th;
WHEREAS, draft versions of the Authority’s budget for the fiscal year 2024-2025 were presented to the Finance & Administration Committee on August 6, 2024, and the Board of Directors on August 14, 2024 (collectively, the “Prior Presentations”); WHEREAS, staff has incorporated feedback from the Prior Presentations and has prepared a recommended budget, set forth in Exhibit A (the “Recommended Budget”); NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve that:

1. The foregoing recitals are true and correct.

2. The Board of Directors hereby approves and adopts the Recommended Budget, as set forth in Exhibit A, as the Authority’s fiscal year 2024-2025 budget.

PASSED AND ADOPTED this 11
th day of September 2024, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
Item 3
Attachment 7
2 RESOLUTION 2024-13
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:

Andrea Pizano, Board Secretary
Item 3
Attachment 7

Page 1 of 4 ends

Staff Report – Item 4
Item 4: Adopt the Fiscal Year 2024-25 Strategic Focus Areas and Strategic Plan From: Monica Padilla, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 9/11/2024

RECOMMENDATION
Staff requests the SVCE Board of Directors (“Board”) adopt the following five proposed Fiscal Year 2024-2025 (FY 24/25) SVCE Strategic Focus Areas (Attachment 1), and the FY 24/25 Strategic Plan (“Plan”), as outlined in Attachment 2:

1. Expand Affordability Efforts

2. Expand Clean and Reliable Grid Actions

3. Expand Offerings to Commercial Industrial (C/I) Customers

4. Prepare Region for Electrification at Scale

5. Attract and Retain Employees

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee (“Committee”) met August 23, 2024 and reviewed the proposed FY 24/25 Strategic Focus Areas and Plan. There were no suggested edits to the focus areas as presented. Committee members were in consensus that goals six and seven presented in the draft Plan could be combined to eliminate redundancy. Staff also received feedback that some measures could be quantified in more detail, which staff will consider as the measures are revisited throughout the year.

The Committee voted unanimously to support the adoption of the FY 24/25 Strategic Focus Areas and Plan.

BACKGROUND
The Board has adopted annual Strategic Focus Areas since 2021. Adopting Strategic Focus Areas is useful for the Board and SVCE’s Chief Executive Officer (CEO) to establish high-level priorities. Although there are many focus areas, a handful are selected to spotlight for the year (and in many cases, remain a focus beyond one year).

The Plan is reviewed and updated annually to guide staff’s work in meeting SVCE’s mission to reduce dependence on fossil fuels by providing carbon-free, affordable, and reliable electricity and innovative programs for the SVCE community.

Both the FY 24/25 Strategic Focus Areas and Plan were introduced at the May 2024 Committee and June 2024 Board meetings to receive initial feedback from Board members.

ANALYSIS & DISCUSSION
FY24/25 Focus Areas
Staff has incorporated prior feedback from the Committee and Board and will be requesting the Board approve and adopt the following five strategic focus areas (SFA) for FY 24/25:

Item 4
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 4 Agenda Date: 9/11/2024

Page 2 of 4 ends

SFA1: Expand Affordability Efforts: Expand rate-related education, legislative and regulatory advocacy, and rate-setting principles to support all-electric as the most affordable and competitive option for customers.

SFA2: Expand Clean and Reliable Grid Actions: Develop a pathway to 2030, 2035 and 2045 for clean energy delivery at scale; and evaluate SVCE product offerings to ensure the agency provides customers a sustainable balance of clean, reliable and affordable energy.

SFA3: Expand Offerings to C/I Customers: Engage commercial and industrial customers in new and/or expanded SVCE offerings, including electrification and demand-side management programs, and customized generation services.

SFA4: Prepare Region for Electrification at Scale: Inform and prepare for upcoming requirements such as Bay Area Air Quality Management District (BAAQMD) and California Air Resources Board (CARB) rules to ensure they are implemented sensibly, successfully, and equitably; and continue scaling SVCE efforts.

SFA5: Attract and Retain Employees: Be the Employer of Choice and maintain culture of innovation, collaboration, high performance, and passion for our mission.

There have been no changes to these proposed focus areas since they were last presented to the Committee and Board. Attachment 1 expands on the strategic focus areas including initiatives and efforts staff will prioritize in the coming year.

FY24/25 Strategic Plan
Staff have been developing the updated Plan since May 2024, taking input from the discussions with the Committee, Board, and across the organization. Past plans have been focused on the goals of each department, but since SVCE has grown and matured, cross-collaboration with all departments has become more apparent and essential to SVCE’s ability to carry out its mission. The work SVCE performs can be summarized in the following functions, with multiple groups working together:
• External Policy, Regulatory and Legislative Advocacy and Support • SVCE Strategy and Planning
• Power Procurement, Management and Operations
• Financial Planning
• Program Development and Implementation
• Customer Service and Community Relations
• Human Resources, Business Processes, Information Technology, Systems and Data Governance The proposed Plan has been organized by the functions above.

Through a series of meetings and retreats, the SVCE leadership group (in conjunction with work within their teams) have identified 10 key goals proposed as part of the Plan (Attachment 2). The number of goals included for the upcoming year is a decrease from last year’s Plan, which consisted of 25 goals. When staff began the process of developing the Plan, there was an intention to consolidate, eliminate redundancies, and ultimately highlight the goals that made the most sense from an organizational standpoint.

Table 1 is a summary of the proposed Plan including goals and reference to specific strategic focus areas.

Item 4
Agenda Item: 4 Agenda Date: 9/11/2024

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Table 1: SVCE Proposed FY 24/25 Strategic Plan Goals
Functional Area Goal Strategic Focus
Area
External Policy,
Regulatory and
Legislative Advocacy
and Sup

1. Advance policies which support SVCE’s mission to
reduce dependence on fossil fuels.

SFA1, SFA4
SVCE Strategy and
Planning

2. Long-term, target for 100% clean energy annually by
building a balanced portfolio with consideration for
both affordability and reliability while exploring long-term pathways to clean power supply.

SFA1, SFA2

3. Create a long-term decarbonization plan that
integrates supply and demand changes, opportunities,
and challenges.

SFA1, SFA2
Power Procurement,
Management and
Operations

4. Acquire power supply resources in a cost-effective
manner to meet legislative and regulatory obligations,
Board directives and customer specific products.

SFA2, SFA3

5. Manage and optimize load and power resources to
meet affordability, GHG reduction and reliability
objectives.

SFA1, SFA2
Financial Planning 6. Maintain healthy financial position; avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks.

Program Development
and Implementation

7. Support all SVCE communities to decarbonize through
local investments that reduce barriers and
demonstrate sensible, scalable, and equitable
solutions.

SFA1, SFA2,
SFA3, SFA4
Customer Service and
Community Relations

8. Engage customers and community stakeholders to
build trust of SVCE and advance decarbonization.

SFA1, SFA3,
SFA4
Human Resources,
Business Processes,
Information
Technology, Systems
and Data Governance

9. Implement industry best practices to enable data-driven decision making across the organization; enhance systems, standards and procedures to
streamline business processes and improve
operational effectiveness and reliability (aka SVCE

3.0).

10. Hire, retain and develop high-performing talent via competitive benefits and rewarding work culture.

SFA5
The accompanying measures for the Plan are provided in Attachment 2. These measures are shown to provide the Board a sense of the types of initiatives, programs and/or efforts staff are undertaking in support of the goals. These measures identify how staff plan to track and guide work to meet the goals that have been identified. The measures are not intended to be static as priorities change throughout the year and as such not a part of the Board-approved Plan.

Should the Board approve the Strategic Focus Areas and the Strategic Plan for FY 24/25, staff will proceed with tracking progress on the goals outlined in the Plan, and updates will be provided to the Board quarterly.

Item 4
Agenda Item: 4 Agenda Date: 9/11/2024

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STRATEGIC PLAN
The focus areas support the overall SVCE Strategic Plan.

FISCAL IMPACT
N/A

ALTERNATIVE
Staff is open to suggestions and feedback from the Board on the proposed Focus Areas.

ATTACHMENT

1. FY24/25 Proposed Strategic Focus Areas

2. FY 24/25 Draft Strategic Plan
Item 4
Proposed FY 24/25 Strategic Focus Areas
SFA1: Expand Affordability Efforts
Expand rate-related education, legislative and regulatory advocacy, and rate-setting principles to support all-electric as the most affordable and competitive option for customers.
• Education: Develop and execute educational and outreach initiatives to help stakeholders and customers understand key affordability issues, and customer outreach to reduce bills and enroll customers in existing CARE and FERA low-income programs. • Advocacy: Refine an affordability policy platform and advocate for priorities at regulatory bodies and at the legislature which promote affordability, cost transparency and proper cost allocations.
• Internal Rate Analysis: Create dedicated rate analysis and cross-functional team to work on a rates strategy including analysis on alternate rate designs. Understand PG&E's rates and cost drivers.

SFA2: Expand Clean and Reliable Grid Actions
Develop a pathway to 2030, 2035 and 2045 for clean energy delivery at scale; evaluate SVCE product offerings to ensure the agency provides customers a sustainable balance of clean, reliable and affordable energy.
• Develop pathways to 2030, 2035 and 2045 with clear measure of clean including an assessment of achieving carbon free on a 24x7 basis.
• Ensure retail product offerings are sustainable and balance SVCE clean, reliable and affordable needs.
• Assess potential and ability to cost-effectively reduce GHG emissions within SVCE’s service territory.
• Support regionalization and/or expansion of grid and markets to promote the efficient deployment of clean resources.

SFA3: Expand Offerings to Commercial Industrial (C/I) Customers Engage commercial and industrial customers in new/expanded SVCE offerings, including electrification and demand-side management programs, and customized generation services.
• Launch C&I decarbonization and electrification services. • Pilot C&I dynamic rates to promote demand-side flexibility. • Pursue additional long-term generation service agreements with current and prospective. qualifying customers.
• Expand outreach and education efforts with large C&I customers. • Develop and test key account strategy and engagement.

Item 4
Attachment 1
1 Proposed FY 24/25 Strategic Focus Areas
SFA4: Prepare Region for Electrification at Scale
Inform and prepare for upcoming requirements such as BAAQMD and CARB rules to ensure they are implemented sensibly, successfully, and equitably; continue scaling SVCE efforts. • Continue to develop, deploy, and scale approaches to address key barriers and help the region implement at-scale electrification that works for all customers. • Help SVCE customers, workforce, and other stakeholders prepare for the roll-out of widespread electrification through programs, policies, and initiatives that reduce friction and increase equitable participation in the decarbonization transition. • Leverage SVCE program and policy experience to inform regional plans for electrification requirements.

SFA5: Attract and Retain Employees
Be the Employer of Choice and maintain culture of innovation, collaboration, high performance, and passion for our mission.
• Attract and hire top talent, retain and develop current staff and future leaders. • Build and maintain a high-performance agency; encourage employee innovation, engagement, and collaboration.
• Preserve culture and determine optimal organization size and alignment.

Item 4
Attachment 1
2 Draft FY 24/25 Strategic Plan
1 External Policy, Regulatory and Legislative Advocacy and Support Goal 1: Advance policies which support SVCE’s mission to reduce dependence on fossil fuels.

Measures:

M1: Develop and advocate for an affordability policy platform.

M2: Enact a strategy that eases the transition away from gas appliances.

M3: Advocate for policies that enable SVCE to meet our customer’s needs with clean energy and distributed energy resources.

SVCE Strategy and Planning
Goal 2: Long-term, target for 100% clean energy annually by building a balanced portfolio with consideration for both affordability and reliability while exploring long-term pathways to clean power supply.

Measures:

M1: Develop sustainable and cost-effective customer specific products and rates M2: Develop internal scenario analyses to assess risks and opportunities related to long-term procurement, with consideration for both supply and demand side opportunities.

Goal 3: Create a long-term decarbonization plan that integrates supply and demand changes, opportunities, and challenges.

Measures:

M1: Expand knowledge and insight into load modifiers to improve internal load forecasting.

M2: Advance understanding of load flexibility and distributed energy resources (DERs) portfolio and customer value.

M3: Determine cost-effective DER and virtual power plant (VPP) potential for SVCE’s portfolio as well as market structures to enhance potential.

M4: Share plan with Board and adjust ongoing work accordingly.

Power Procurement, Management and Operations
Goal 4: Acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products.

Measures:

M1: Annually and/or per compliance period, meet or exceed agency goals for clean and reliable electricity.

M2: Deploy local renewables and VPP resources to enhance resiliency and manage power supply costs.

Goal 5: Manage and optimize load and power resources to meet affordability, GHG reduction and reliability objectives.

Measures:

M1: Schedule load and power resources consistent with risk management and CAISO tariff requirements.

Item 4
Attachment 2
©

SILICONVALLEY

CLEAN ENERGY
Draft FY 24/25 Strategic Plan
2 M2: Look for ways to measure and further optimize assets to minimize cost and/or maximize wholesale revenues.

M3: Manage power supply contracts including timely settlements, monitoring and reporting on contract and project performance.

Financial Planning
Goal 6: Maintain healthy financial position; avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks.

Measures:

M1: Implement a comprehensive enterprise risk management program to manage risks and capture opportunities optimally.

M2: Maintain, enhance, and administer energy risk management policy.

M3: Develop optimal hedge targets to manage market risks.

M4: Maintain adequate reserves/financial liquidity to withstand risks and adequately fund SVCE’s mission.

M5: Maintain investment grade credit ratings.

M6: Enable the organization to manage extreme but plausible risk events through the design of effective stress tests.

Program Development and Implementation
Goal 7: Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.

Measures:

M1: Provide incentives and resources that make it easier for residential customers to upgrade to all-electric living.

M2: Offer programs and services that help local non-residential customers meet their environmental and financial objectives.

M3: Support member agencies in deploying electrification and preparing their communities for the electric future including resiliency needs.

Customer Service and Community Relations
Goal 8: Engage customers and community stakeholders to build trust of SVCE and advance decarbonization.

Measures:

M1: Empower customers with the awareness, knowledge and resources to make effective clean energy choices.

M2: Build coalitions with local leaders and policy makers to enable widespread electrification through showcasing SVCE’s investments in the community
M3: Manage delivery, billing, and support of SVCE’s services to customers with a high degree of professionalism, accuracy and responsiveness.

Item 4
Attachment 2
©

SILICONVALLEY

CLEAN ENERGY
Draft FY 24/25 Strategic Plan
3 Human Resources, Business Processes, Information Technology, Systems and Data Governance
Goal 9: Implement industry best practices to enable data-driven decision making across the organization; enhance systems, standards and procedures to streamline business processes and improve operational effectiveness and reliability (aka SVCE 3.0).

Measures:

M1: Enhance, maintain, and administer Business Process Optimization systems including: Energy Trade Risk Management and Settlement; Meter Data Management; Data Analytics In SVCE Territory (DAISY) platform; Net Revenue and Portfolio Valuation software; asset and battery optimization tools; load forecasting; task management software; and human resources software to enable effective and efficient business operations.

M2: Develop an Information Technology Governance model with defined scope, roles and proper management of data.

M3: Streamline board-approved policies and create standardized business processes and practices.

M4: Ensure Information Technology is secure, reliable, and disaster resilient through continued strengthen cybersecurity protections and maintaining or exceeding industry-established cybersecurity scorecard targets.

M5: Remediate all critical vulnerabilities identified in the annual IT audit/security assessments.

Goal 10: Hire, retain and develop high-performing talent via competitive benefits and rewarding work culture.

Measures:

M1: Annually achieve less than 5% voluntary turnover.

M2: Maintain competitive benefits and pay by evaluating benefits against the market annually M3: Continue developing existing workforce to meet future organizational needs through talent reviews and individual development plans.

M4: Preserve SVCE culture of excellence, collaboration, innovation and fun.

M5: Support productive and effective hybrid work approach balanced with culture through flexible work, well planned in-person retreats and meetings, dedicated connection time and accountability and focus on deep work.

Item 4
Attachment 2
©

SILICONVALLEY

CLEAN ENERGY

Page 1 of 1 ends

Staff Report – Item 5
Item 5: Local Agency Action Planning
From: Monica Padilla, CEO
Prepared by: Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy Date: 9/11/2024

RECOMMENDATION
Staff requests that the Board receive an update on the Local Agency Action Planning initiative that supports member agency efforts to electrify existing buildings and modernize permitting.

BACKGROUND
In late 2023, SVCE launched two complementary programs to help member agencies sensibly expand the decarbonization of local buildings and prepare for upcoming rules that will limit the sale of gas appliances. The two programs, Permit Modernization and Policy Experimentation provide $4M in technical resources and support to help member agencies adopt local policies and improve permit practices that enable the adoption of local policies that support the transition to fossil-free buildings.

Staff is supporting member agencies with core technical assistance and developing customized plans that meet each jurisdiction's unique needs and goals. These efforts will be discussed in more detail at the Board meeting.

ANALYSIS & DISCUSSION
SVCE staff will address the analysis as a presentation to the Board.

STRATEGIC PLAN
The proposal supports SVCE’s Strategic Plan Goal 14, “coordinate development of decarbonization and resilience strategy, lead design of local policy and programs, and design and deploy programs.”

FISCAL IMPACT
N/A

ATTACHMENTS
The presentation for this item is posted to the SVCE website.

Item 5
SILICON VALLEY \3/ CLEAN ENERGY

Page 1 of 2 ends

Staff Report – Item 6
Item 6: Clean Pathways and 24x7 Study
From: Monica Padilla, CEO
Prepared by: Maren Wenzel, Director of Regulatory, Policy and Planning Date: 9/11/2024

RECOMMENDATION
This is a discussion item only.

BACKGROUND
Since its formation in 2016, SVCE’s mission has been to provide clean, affordable and reliable electricity and programs to its member communities. During this time policy makers have increased renewable mandates and expedited timelines for achieving them, a trend that may continue into the future. The initial SB100 report, completed by the Joint Agencies (California Public Utilities Commission, California Energy Commission and California Independent System Operator) shows a need for over 180,000 MW of additional capacity to be added to the grid by 2045. Buying, developing and interconnecting this capacity in an affordable manner will be a major challenge and undertaking in the coming years. As the grid evolves, SVCE remains dedicated to helping ensure the energy transition is successful, and recognizes the need to assess the various pathways to achieving a clean grid.

Along with changes to compliance mandates, stakeholders continue to re-assess and re-define “clean”. While historically achieving 100% clean on an annual basis through the use of both new and existing resources put SVCE far in advance of other LSEs, current policy dictates all LSEs achieve that goal by 2045. Thought leadership in the clean energy space is increasingly turning toward the need for incremental resources providing clean, firm energy which can dispatch across all hours of the day. However, there remains debate as to how to best set a clean standard which also maintains a reliable and affordable grid.

Some clean energy proponents see value in LSEs’ portfolios matching their demand with clean energy supply each hour of the year (“24/7 clean”) and that to truly decarbonize the grid must provide clean energy in all hours. Others note that this loses the benefits of participating in a marketplace such as the California Independent System Operator (CAISO). Blended approaches such as Google’s Carbon Free Energy (“CFE”) scoring system value both the entity’s clean portfolio and the system emissions. Still others suggest that it is better focus on new incremental build over any particular annual target given the urgent need to build out the electricity system as a whole. Each approach will have unique benefits, risks and policy considerations and, to the best of SVCE staff’s knowledge, no study has been conducted comparing the value propositions of each.

In December 2023, the SVCE Board of Directors approved a contract with Energy and Environmental Economics (E3) to study potential portfolios required by SVCE to achieve various annual and hourly clean targets. E3 is a leading energy consulting firm which has provided its expertise to California electricity sector planning activities for many years.

Item 6

SILICON VALLEY

CLEAN ENERGY
Agenda Item: 6 Agenda Date: 9/11/2024

Page 2 of 2 ends

ANALYSIS & DISCUSSION
In Spring of 2024 E3 provided SVCE the results of their study. These included portfolios for the following clean targets:

Target Description Scenarios Tested
Annual matching
scenarios
Annual GHG-free target (no hourly matching) 100%, 98%, 95%, 90% 24/7 hourly matching
scenarios
Achieving hourly matching at a set percentage of
hours per year
100%, 98%, 95%, 90%
Following delivery of results, SVCE staff completed additional analysis to assess potential portfolio risk for each portfolio provided.

At the September board meeting Staff will provide a summary of both the modeling results as well as important portfolio management practices to consider when assessing potential clean targets for the agency.

STRATEGIC PLAN
The work supported SVCE’s 2024 Strategic Focus Area “Expand Clean & Reliable Grid Actions: Explore 24x7 clean energy delivery at scale and evaluate SVCE’s role in enhancing distribution and transmission reliability”.

This study was the primary deliverable associated with the exploration of delivering 24x7 clean energy for the entire SVCE portfolio.

ALTERNATIVE
N/A

FISCAL IMPACT
N/A
Item 6
Appendix A

Silicon Valley Clean Energy
Board of Directors Meeting
September 11, 2024
Appendix A
Power Resource Contracts Executed by CEO

SILICON VALLEY

CLEAN ENERGY
1 NON-RESOURCE SPECIFIC IMPORT RESOURCE ADEQUACY
Confirmation Agreement Between
DYNASTY POWER INC.

And

SILICON VALLLEY CLEAN ENERGY
This confirmation letter (“Confirmation”) confirms the Transaction between Dynasty Power Inc. (“Seller”) and Silicon Valley Clean Energy, a California joint powers authority (“Purchaser”, together with Seller, the “Parties” and each individually, a “Party”), dated as of the last dated signature on the signature page hereto (the “Effective Date”). This Transaction is governed by, constitutes part of, and is subject to the terms and provisions of the Edison Electric Institute Master Power Purchase and Sale Agreement dated March 19th, 2024 (the “Master Agreement”) between the Parties. This Confirmation and the Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively be referred to as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction.

The definitions and provisions contained in this Confirmation, the Master Agreement, the RA Requirements (as defined herein), and in the tariffs and/or protocols of the California Independent System Operator (“CAISO”) as amended from time to time (the “CAISO Tariff” or the “Tariff”), shall apply to this Confirmation and are incorporated by reference; provided that, 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. This Confirmation supersedes and replaces any prior oral or written confirmation or agreement, including broker confirmations, regarding this Transaction.

ARTICLE 1

NON-RESOURCE SPECIFIC IMPORT RA PRODUCT

1.1 Definitions. Capitalized terms not otherwise defined herein that are defined in the CAISO Tariff shall have the meanings ascribed thereto in the CAISO Tariff. (a) “AAH” or “Availability Assessment Hours” means the five consecutive hour period pre-defined by CAISO pursuant to the CAISO Tariff as the Availability Assessment Hours for resources providing system resource adequacy for the applicable month of the Delivery Term. The Parties acknowledge that, as of the Confirmation Effective Date, as per D.

23.06.029, the CPUC has determined the Availability Assessment Hours for resources providing system resource adequacy during the Delivery Term are hours ending (“HE”) 1700 through HE 2100 (5 hours per day), Monday through Saturday (6 days per week). (b) “Branch Group” means the branch group name used by the CAISO to represent the location of an Intertie with Import Capability.
(c) “CAISO Tariff” means the FERC-approved electric tariff of the California Independent System Operator Corporation (“CAISO”) and any current applicable CAISO-published Operating Procedures and Business Practice Manuals, in each case as amended or supplemented from time to time.
(d) “Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively).
(e) “Economic Bid” has the meaning given in the CAISO Tariff. (f) “Generally Accepted Utility Practice” means a practice established by the Western Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
2 Electricity Coordinating Council (“WECC”) or any successor regional reliability council, as such practice may be revised from time to time, or if no practice is so established, means a practice otherwise generally accepted in the WECC region. (g) “Governmental Authority” means any national, state, provincial or local government, any political subdivision thereof, or any other governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, or entity with authority over a Party or the subject matter of this Agreement, and includes, without limitation, the Federal Energy Regulatory Commission (“FERC”) and California Public Utilities Commission (“CPUC”).
(h) “Import Capability” specifies the amount of resource adequacy capacity, measured in MW, that LSEs collectively can procure from imports at the Branch Group to meet their RA Requirements.
(i) “Intertie” has the meaning set forth in the CAISO Tariff. (j) “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. (k) “MCC Bucket(s)” means the maximum cumulative capacity bucket categories adopted and defined by the CPUC in CPUC Decision 20-06-031, as revised from time to time, pursuant to which CPUC-jurisdictional LSEs are required to categorize their resource adequacy resources based on availability (as defined in the D. 20-06-031). There are five MCC Bucket categories: DR, 1, 2, 3 and 4.
(l) “NERC Holiday” means any day designated as a holiday by NERC. (m) “RA Requirements” means the resource adequacy requirements established for CPUC jurisdictional load serving entities by the CPUC pursuant to the CPUC’s currently effective or future decisions, resolutions, or rulings related to (i) resource adequacy as applicable to system resource adequacy and the availability, eligibility and use of imports for system resource adequacy, and (ii) the eligibility of the Product for an MCC Bucket category if specified in this Confirmation.
(n) “Scheduling Coordinator” has the meaning given in the CAISO Tariff. (o) “Self-Schedule” has the meaning given in the CAISO Tariff.

1.2 Product – Contract Price, Hourly Contract Quantity, Delivery Term, and Delivery Point (a) Product: WSPP Schedule C Firm Energy (“Firm Energy”). The Product cannot be curtailed by Seller or Purchaser for economic reasons.
(b) Intertie Resource ID:
(c) Delivery Term: .
(d) Hourly Contract Quantity:
(e) Delivery Point:

Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
3 (f) Delivery Profile: Monday through Saturday, including NERC Holidays. At least 100 hours per month. 4 consecutive hours between HE 1700 through HE 2100, in accordance with MCC Bucket Category 1 obligations during each calendar month. (g) MCC Bucket: MCC Bucket Category 1
(h) Contract Price: Purchaser shall pay the following Contract Price to Seller inaccordance with the Master Agreement and this Confirmation:

The Contract Price for each month is payable for the first 100 hours of the Hourly Contract Quantity of forward capacity commitment supporting energy delivery in such month. ***Which is equivalent to
(i) Payment: Buyer shall make a monthly payment to Seller by the later of (i) ten (10) Calendar Days after Buyer’s receipt of Seller's invoice or (ii) the twenty-fifth (20th) day of the month following Product delivery; provided, however, if such day is not a Business Date then payment shall be made by the following Business Day (“Monthly RA Capacity Payment”).

The Monthly RA Capacity Payment shall be equal to the product of (1) the applicable Contract Price for that month (in $/MWh), and (2) the quantity of Product delivered during such month, such quantity not to exceed 100 hours per month. (j) CAISO Revenues: Seller shall retain any and all revenues received from the CAISO in relation to this Confirmation.
(k) Passage of Title: Seller represents and warrants that Seller holds the rights to the Product free and clear of all liens and encumbrances, and Seller agrees to convey and hereby conveys all such Product to Purchaser free and clear of all liens and encumbrances as included in the delivery of the Productsubject to the terms and conditions contained herein. (l) Delivery Obligation. For each month of the Delivery Term, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Hourly Contract Quantity of the Product at the Delivery Point in accordance with the Delivery Profile, subject to the terms and conditions contained herein.
(m) Scheduling Requirements. Seller agrees to assume the scheduling functions required to schedule and deliver the Firm Energy to the Delivery Point. For each hour in which Firm Energy is to be delivered to the Delivery Point, consistent with the Delivery Profile, Seller will submit an Economic Bid or Self-Schedule the Firm Energy into the CAISO Day Ahead Market and Real-Time Market; provided, if Seller submits Economic Bid(s) (other than Self-Schedule) such Economic Bid(s) shall be at a price between negative $150/MWh and $0/MWh, at least during the Availability Assessment Hours every Monday-Saturday including NERC Holidays throughout the Delivery Term.
(n) Reporting Requirements. Seller shall provide Purchaser with all necessary documentation required to support and verify that delivery requirements have been met according to the RA Requirements.

Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
4 (o) Scheduling Identifiers
Buyer’s SCID: LSVCE
Buyer’s PSE: LSVCE
Seller’s SCID: DYNP
Seller’s PSE: DYNP08

1.3 Special Conditions
(a) Generally Accepted Utility Practice: All scheduling and tagging shall be in accordance with Generally Accepted Utility Practice.
(b) External Resource: Energy delivered pursuant to this Confirmation will not be sourced from resources internal to the CAISO Balancing Authority Area. (c) Additional Purchaser Representations: Purchaser represents and warrants to Seller that as of the Effective Date and throughout the Delivery Term it holds unencumbered Import Capability rights at the Delivery Point at least equal to the Hourly Contract Quantity to be provided by Seller hereunder and that within three (3) days of the Effective Date Purchaser shall provide to Seller documentation that such amount of Purchaser’s Import Capability rights has been validly registered with the CAISO for use, consistent with the CAISO Tariff, exclusively to receive the Hourly Contract Quantity under this Confirmation for the entirety of the Delivery Term.
(d) Additional Seller Representations: Seller represents and warrants to Purchaser as follows:
(i) The Hourly Contract Quantity of Firm Energy sold to Purchaser hereunder has been sold once and only once by Seller;
(ii) Purchaser has the exclusive right to count the Hourly Contract Quantity of Product toward Purchaser’s RA Requirements;
(iii) No portion of the Hourly Contract Quantity of Product is curtailable for economic reasons or has been committed by Seller to any third party in order to satisfy RA Requirements or analogous capacity obligations in other markets;
(iv) The Firm Energy is sourced from resources external to the CAISO Balancing Authority Area;
(v) As of the Effective Date, the capacity supporting energy to be delivered pursuant to this Confirmation is surplus to the expected capacity requirements of the Source’s host balancing authority area and is not committed to another balancing authority area (i.e., no double-counting);
(vi) Throughout the Delivery Term, Firm Energy will be delivered to the Delivery Point; and
(vii) Throughout the Delivery Term, Seller’s Firm Energy obligation is and will be supported (backed) each hour by operating reserves (including required contingency reserves and sufficient balancing reserves) in the host balancing authority area necessary to ensure there is sufficient energy available for Seller to meet its obligation throughout the applicable operating hour.

Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
5 ARTICLE 2

GENERAL PROVISIONS

2.1 Seller Indemnification
To the extent Seller fails to fulfill its obligations under this Confirmation and such failure is not excused under the terms of either Product, this Confirmation or the Master Agreement or caused by a failure to perform by Purchaser or other third party contracting directly or indirectly with Purchaser, then:
(a) Seller agrees to indemnify Purchaser for any monetary penalties directly resulting from Seller’s nonperformance hereunder, as assessed against Purchaser by the CPUC pursuant to the RA Requirements, to the extent Seller has not provided Purchaser with sufficient notice to take action necessary to avoid such monetary penalties being assessed; and (b) Seller shall indemnify Purchaser for costs incurred, using reasonable efforts, by Purchaser to replace, if required, any Product to increase the total volume up to the Hourly Contract Quantity.

With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize any such monetary penalties or the impact of any Seller non-performance; provided, that in no event shall Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize such penalties.

2.2 Electricity Importer
As a result of Seller’s assumption of the scheduling functions required to schedule and deliver the Firm Energy to the Delivery Point, Seller will be the electricity importer into California for purposes of the Cap and Trade Regulations for the Firm Energy delivered pursuant to this Confirmation. The Parties acknowledge that Seller will be responsible for satisfying any Compliance Obligation (as defined in the Cap and Trade Regulations) associated with the energy that is scheduled and imported into California pursuant to this Confirmation.

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

2.4 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.

Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
6 [Signatures appear on the following page.]
Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
7 Acknowledged and agreed to as of the Effective Date.

Dynasty Power Inc.

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

Name: Name:

Title: Title
Date: Date:

Aisha Khan
Manager, Settlements
2024-08-02
Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 8/6/2024
Monica Padilla
CEO
Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
x DocuSigned by:
v 573rei »meB4ee777
Exhibit A - 1

EXHIBIT A

NOTICE INFORMATION
Seller: Dynasty Power Inc. Purchaser: Silicon Valley Clean Energy All Notices: All Notices:

Invoices: Invoices:

Scheduling: Scheduling:

Wire Transfer: Wire Transfer:

Credit and Collections: Credit and Collections:

Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
Exhibit A - 2
Defaults: Defaults:

Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
Docusign Envelope ID: 2167F592-E621-45F1-B4B1-420B414A8F58 Docusign Envelope ID: F582C263-F36A-4EEC-AD02-96851DA912D7 Appendix A Dynasty Power
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 August 2024
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Central Coast Community Energy, a California joint powers authority (“Seller”) and Silicon Valley Clean Energy, a California joint powers authority (“Purchaser”), and each individually a “Party” and together the “Parties”, dated as of August 7, 2024 (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 September 11, 2023 (the “WSPP Agreement”). The WSPP Agreement and this Confirmation, including any applicable appendices, exhibits or amendments thereto, shall be collectively referred to herein as the “Agreement” and will constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff.

ARTICLE 1

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

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

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

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

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). Seller’s obligation to deliver the Expected Contract Quantity of Product for the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, (i) monthly Supply Plans and (ii) annual Supply Plans if the Effective Date is prior to the year-ahead Compliance Showing Deadline applicable for the Showing Months specified in Appendix B, in accordance with the Tariff and CPUC requirements and no later than the initial Compliance Showing Deadline for such Showing Month, identifying and confirming the transfer of the Expected Contract Quantity of Product to Purchaser for each Showing Month. The total amount of Product identified and confirmed for such Showing Month shall equal the Expected Contract Quantity.
(d) Seller shall sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B, including the Resource Category and, if applicable, the Flexible Capacity Category. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the specific information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows that the Supply Plan submitted in compliance with Purchaser’s instructions, including Purchaser’s instructions to withhold all or part of the Expected Contract Quantity from Seller’s Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 August 2024
3 Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section

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

2.2 Reductions in ContractQuantity
(a) If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliverthe Contract Quantity for each Showing Month may be reduced at Seller’s option by the amount of any Planned Outages which exist with respect to any portion of the Unit during the applicable Showing Month; provided, (i) Seller notifies Purchaser by the Notification Deadline applicable to that Showing Month of the amount of Product from the Unit that Purchaser may include in Purchaser’s Compliance Showings applicable to that month as a result of such Planned Outage, and (ii) such reduction is able to be reflected on the Supply Plansin accordance with the Tariff. (b) In the event Seller is unable to provide the Contract Quantity for any portion of a Showing Month because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such portions of such Showing Month from Replacement Units, provided Seller provides and identifiessuch Replacement Unitsin accordance with Section2.3.
(c) ☒ If checked, the following provision and related definitions are applicable.

Seller’s obligation to deliver the Contract Quantity for each day of each Showing Month may be reduced at Seller’s option in the event Purchaser fails to deliver, for any reason, the contract quantity of product set forth in Appendix B of the Swap Confirmation (such option, the “Swap Reduction Option”); provided, however, that (i) Seller’s obligation to deliver the Contract Quantity of Product may not be reduced by an amount greater than the contract quantity of product that Purchaser failed to deliver under the Swap Confirmation and (ii) that the Swap Reduction Option is subject to Seller providing written notice to Purchaser of such modification no later than three (3) Business Days before the initial Compliance Showing Deadline for such Showing Month. Seller’s rights under the Swap Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 August 2024
4 Reduction Option are cumulative and in addition to Seller’s rights under the Swap Confirmation.

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

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

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

Within ten (10) Business Days after Purchaser’s receipt of any Seller proposed changes, Purchaser shall notify Seller in writing of any reasonable requests for modifications to such Seller proposed changes, and Seller shall, to the extent consistent with Prudent Operating Practice, accommodate Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
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5 Purchaser’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

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

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.

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6 (b) Purchaser shall notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two (2) Business Days before the Compliance Showing Deadline for each Showing Month for which Purchaser has resold the Product. (c) If CAISO or CPUC develops a centralized capacity market, Purchaser will have exclusive rights to offer, bid, or otherwise submit the Expected Contract Quantity of Product for re-sale in such market, and Purchaser shall have the right to retain and receive all revenues from such re-sale.

ARTICLE 3

PAYMENTS

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

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

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7 (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller shall, or shall cause the Shown Unit’s SC to, within one (1) Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.1 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:

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

ARTICLE 5

RESERVED
ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

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

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

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

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

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

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

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

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:

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

9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.” Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
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11 (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
“[Intentionally omitted]”
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to Dispute Resolution pursuant to Section

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

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

NOTICE FROM EITHER PARTY IDENTIFYING SUCH DISPUTE, THE

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

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

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

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

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE

STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE
CONVENIENCE OF SUCH FORUM.”
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12 (l) In Section 34.4, the phrase “arbitration or” is deleted from the first line.

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

EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, FOR

BREACH OF ANY PROVISION OF THIS CONFIRMATION AGREEMENT

FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT AND THE AGREEMENT FOR THE BREACH, LIABILITY

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

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

IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, THE DIRECT

DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

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

OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY IS

LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INDIRECT

DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED

WITH LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF

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

THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR

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

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
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13 proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v.

Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010). (ii) The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.”

6.7 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.]
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14 AGREED AS OF THE EFFECTIVE DATE:

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

Name:

Title: _____________________________
By:

Name:

Title:

Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C CEO
Monica Padilla
Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Robert M Shaw
Chief Executive Officer
Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
DocuSigned by:

At ^U(/
398728BE3&&342AT:
> DocuSigned by:
—&^FC104110D4-ee-
Appendix A - 1

APPENDIX A

DEFINED TERMS
“Alternate Capacity” means replacement Product which Seller has elected to provide to Purchaser in accordance with the terms of Section 2.3.
“CAISO” means the California ISO or the successor organization to the functions thereof. “Capacity Attributes” means attributes of the Shown Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Shown Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Shown Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showing Deadline” means, for each Showing Month, the Compliance Showing plan submission due date for such Showing Month. For illustrative purposes only, as of the Effective Date, the applicable Compliance Showing plan submission due dates are as follows: (A) forty-five (45) days prior to the Showing Month covered by the Supply Plan for the monthly Supply Plan; and (B) the last Business Day of October that is prior to commencement of the year for the annual Supply Plan, such dates may be modified by the CAISO from time to time throughout the Delivery Period.
“Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “Contingent Firm RA Product” has the meaning set forth in Article 1 herein. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“CPUC Filing Guide” is the document issued annually by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the CPUC’s resource adequacy program.
“Effective Flexible Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Expected Contract Quantity” means,with respect to any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, and (b) for Contingent Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Appendix A - 2
Firm RA Product, the Contract Quantity of Product for such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, less any reductions to Contract Quantity consistent with Section 2.2with respect to which Seller has not elected to provide Alternate Capacity.
“FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR.
“Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“Local RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s Local RAR.
“LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in CAISO’s FERC-approved Tariff. “Notification Deadline” is ten (10) Business Days before the Compliance Showing Deadline.

Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Appendix A - 3
“PlannedOutage”means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. “Product” means RAR Attributes, Local RAR Attributes and FCR Attributes, each for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications contained in Appendix B. “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prudent Operating Practice” means (a) the applicable practices, methods and acts required by or consistent with applicable laws and reliability criteria, and otherwise engaged in or approved by a significant portion of the electric power industry during the relevant time period in the Western United States, or (b) any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Operating Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to acceptable practices, methods or acts generally accepted in the electric power industry in the Western United States. “RAR Attributes” means, with respect to a Shown Unit, any and all resource adequacy attributes of the Shown Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s RAR.
“Replacement Unit” means a generating unit having the same capacity attributes as the Unit(s) originally identified in Appendix B hereof, including the same Resource Category, RAR Attributes, and, as applicable, LAR Attributes, FCR Attributes, and Flexible Capacity Category, and otherwise meeting the requirements specified Section 2.3 hereof. A Replacement Unit shall not utilize coal or coal materials as a source of fuel, must be a specific resource that is connected directly to the CAISO controlled grid, or be under the operational control of CAISO, and may not be an unspecified import.
“Resource Adequacy Requirements” or “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations, not including Local RAR or FCR.
“Resource Category” shall be as described in the annual CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time.

Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Appendix A - 4
“SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser.
“Substitute Capacity” has the meaning set forth in the Tariff for “RA Substitute Capacity”. “Swap Confirmation” means that certain WSPP Agreement Confirmation between Seller and Purchaser dated concurrently herewith, in which Seller is purchasing 90 MW of Product (as defined under such confirmation)] from Purchaser.
“Swap Reduction Option” has the meaning specified in Section 2.2(c). “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

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

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

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

Additional Product Information (fill in all that apply):

CAISO Zone: ___North_______
Resource Category (MCC Bucket): __4______
CPUC Local Area (if applicable): ____N/A________
Flexible Capacity Category (if applicable): ____1_____
Delivery Period: .

Contract Quantity and Contract Price:

Showing
Month and
Year
RAR
Contract
Quantity (MW)
Local RAR
Contract
Quantity (MW)
Flexible Capacity
Contract Quantity
(MW)
Contract Price
($/kW-mo.)
Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Appendix B - 2
Unit 1, 22MWs
Unit Specific Information
Resource Name Los Medanos Energy Center AGGREGATE
Physical Location Pittsburg, CA
CAISO Resource ID LMEC_1_PL1X3
SCID of Resource LCALP
Unit NQC by month (e.g., Jan=50,Feb=65): 580
Unit EFC by month (e.g., Jan=30, Feb=50) 390
Resource Type (e.g., gas, hydro, solar, etc.) CCGT
Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
1 TAC Area (e.g., PG&E, SCE) SCE
Prorated Percentage of Unit Factor N/A
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4, (24/7=Yes)
Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: Central Coast Community Energy Purchaser: Silicon Valley Clean Energy Authority
All Notices: All Notices:

Invoices: Invoices:

Scheduling:

Wire Transfer:

Credit and Collections: Credit and Collections:

Defaults: With additional Notices of an Event of
Default or Potential Event of Default to:

and to:

Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Appendix C - 2
Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Appendix D - 1

APPENDIX D

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

N/A N/A N/A N/A N/A
Docusign Envelope ID: 02E9FC16-9682-471C-9982-9321FE66023C Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Purchase
Joint CCA WSPP Standard RA Confirmation
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7 August 2024
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This Confirmation confirms the transaction between Silicon Valley Clean Energy, a California joint powers authority Seller and Central Coast Community Energy, a California joint powers authority Purchaser , Party Parties dated as of
August 7, 2024 (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 September 11, 2023 The WSPP
Agreement and this Confirmation, including any applicable appendices, exhibits or amendments thereto, shall be Agreement
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:

Contingent Firm RA Product:

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

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
(“ ”)
”) and each individually a “ ” and together the “
Ci
(the ”WSPP Agreement”).
collectively referred to herein as the “ ” and will constitute a single Joint CCA WSPP Standard RA Confirmation
CCA to CCA RA Purchases and Sale
7 August 2024
2 ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). deliver the Expected Contract Quantity of Product for the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Effective Date is prior to the year-ahead Compliance Showing Deadline applicable for the Showing Months specified in Appendix B, in accordance with the Tariff and CPUC requirements and no later than the initial Compliance Showing Deadline for such Showing Month, identifying and confirming the transfer of the Expected Contract Quantity of Product to Purchaser for each Showing Month. The total amount of Product identified and confirmed for such Showing Month shall equal the Expected Contract Quantity.
(d) Seller shall sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B, including the Resource Category and, if applicable, the Flexible Capacity Category. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel. A Shown Unit must be a specific resource that is connected directly to the CAISO controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the specific information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any Showing Month, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows that the Supply instructions to withhold all or part of the Expected
Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Seller’s obligation to
Unit’s SC to submit, (i) monthly Supply Plans and (ii) annual Supply Plans if the Plan submitted in compliance with Purchaser's instructions, including Purchaser’s Contract Quantity from Seller’s
Joint CCA WSPP Standard RA Confirmation
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3 Supply Plan for any Showing Month during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section

2.2 Reductions in Contract Quantity
(a) If Seller is providing Contingent Firm RA Product, obligation to deliver the Contract Quantity for
the amount of any Planned Outages which exist with respect to any portion of the Unit during the applicable Showing Month; provided, (i) Seller notifies Purchaser by the Notification Deadline applicable to that Showing Month of the amount of Product from the Unit that Purchaser may include in
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 checked, the following provision and related definitions are applicable. of each Showing
any reason, the contract quantity of product set forth in Appendix B of the Swap Swap Reduction Option
reduced by an amount greater than the contract quantity of product that Purchaser failed to deliver under the Swap Confirmation and (ii) that the Swap Reduction Option is subject to Seller providing written notice to Purchaser of such modification no later than three (3) Business Days before the initial Compliance Showing Deadline
Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Purchaser’s Compliance
Seller’s
each Showing Month may be reduced at Seller’s option by KI
Seller’s obligation to deliver the Contract Quantity for each day Month may be reduced at Seller’s option in the event Purchaser fails to deliver, for Confirmation (such option, the “ ”); provided, however, that (i) Seller’s obligation to deliver the Contract Quantity of Product may not be for such Showing Month. Seller’s rights under the Swap
Joint CCA WSPP Standard RA Confirmation
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4 Confirmation.

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

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

2.4 Planned Outages
As of the Confirmation Effective Date, Seller and Purchaser have agreed to all Planned Outages as Planned Outage Schedule
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 receipt of any Seller proposed changes, Purchaser shall notify Seller in writing of any reasonable requests for modifications to such Seller proposed changes, and Seller shall, to the extent consistent with Prudent Operating Practice, accommodate Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Reduction Option are cumulative and in addition to Seller’s rights under the Swap Seller’s Option To Provide Alternate Capacity
no later than the Notification Deadline for Purchaser’s later than the Notification Deadline for Purchaser’s Compliance Showings; specified in Appendix D (“ ”) for all relevant Showing Months for the Purchaser’s
Joint CCA WSPP Standard RA Confirmation
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5 requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

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

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 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 Purchaser
respect to providing such resold Product to Subsequent Purchasers, to the extent Seller shall, and shall cause the Shown
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 Purchaser incurs any
liability to a Subsequent Purchaser due to the failure of Seller or the Shown 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.

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Purchaser’s
Purchaser’s Seller’s
without reference to the word “hourly”
Shown Unit’s SC’s
Seller’s failure to deliver the Product
increase Seller’s obligations hereunder
Unit’s SC, to follow ’s instructions with
such instructions are consistent with Seller's obligations under this Confirmation.

Unit’s SC, to take all commercially
’srights under this Confirmation. If
Unit’s
Joint CCA WSPP Standard RA Confirmation
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6 (b) Purchaser shall notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two (2) Business Days before the Compliance Showing Deadline for each Showing Month for which Purchaser has resold the Product. (c) If CAISO or CPUC develops a centralized capacity market, Purchaser will have exclusive rights to offer, bid, or otherwise submit the Expected Contract Quantity of Product for re-sale in such market, and Purchaser shall have the right to retain and receive all revenues from such re-sale.

ARTICLE 3

PAYMENTS

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 invoice (which may be given upon first day of the Showing Month) and (ii) the twentieth (20th) day of the Showing Month, and if such day is not a Business Day, the next following Business Day Monthly RA Capacity Payment . The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Expected Contract Quantity for the Showing Month and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the Monthly RA Capacity Payment shall be adjusted to reflect any portion of Expected Contract Quantity for the Showing Month that was not delivered in accordance with Section 2.1 for such Showing Month.

3.2 Allocation of Other Payments and Costs
(a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit(s) for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it pursuant to this Section 3.2(a) against any amounts owed to Purchaser under the WSPP Agreement. (b) Purchaser is to receive and retain all revenues associated with the Expected Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller shall promptly report receipt of any such revenues to Purchaser. Seller shall pay to Purchaser within thirty (30) days of receipt any such amounts received by Seller, or a Shown 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: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
’s receipt of Seller’s
Unit’s SC, owner,
Joint CCA WSPP Standard RA Confirmation
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7 (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller shall, or shall cause the Shown , within one (1) Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.1 CAISO Requirements
Seller shall schedule or cause the Shown
Expected Contract Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Shown ,
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 nalties, fines or costs
imposed on Seller or the Shown

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 C, 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 jurisdiction.

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

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Unit’s SC to
Unit’s SC to schedule or make available to CA1S0 the
Unit’s SC, owner, or operator to perform all
Unit’s SC, owner, or operator to comply with the Tariff, and for any pe Unit’s SC, owner, or operator for noncompliance.

Unit’s S
the “deliverability” standards established by the CAISO or other Governmental Body of competent Joint CCA WSPP Standard RA Confirmation
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8 (a) No part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) The Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product; (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit(s) during the Delivery Period does not exceed the Shown Unit Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for that Shown Unit;
(d) if applicable, Seller has notified either the Shown Unit or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser; and
(e) Seller has notified or will notify the Shown
the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues.

ARTICLE 5

RESERVED
ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

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

6.2 Change in Law
If any action by the CPUC, CAISO or any Governmental Body having jurisdiction, or any change in applicable law, occurring after the Confirmation Effective Date results in (i) material changes 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 Adequacy Requirements 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
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’s
’s SC
Unit’s SC that Purchaser is entitled to
Shown Unit’s
to Purchaser’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect Requirements such that the Product can no longer be counted towards Purchaser’s Resource (a “ ”)
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9 Notwithstanding Section 24 of the WSPP Agreement, this Transaction and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law.

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

6.5 No Recourse to Members
The Parties are each organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and are each a public entity separate from their constituent members. Each Party will solely be responsible for Each Party agrees that it shall have no rights and shall not make any claims, take any actions or assert any remedies
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 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:

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all of such Party’s debts, obligations and liabilities accruing and arising out of this Confirmation. 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 59 Joint CCA WSPP Standard RA Confirmation
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10 its debts as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or (c) Section 22.2(a) is deleted in its entirety replaced with the following:
- 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)
(e) Section 22.2(b) is amended by inserting the following as the penultimate paragraph in Section 22.2(b):
-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 Expec
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 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 (f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following: - 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 Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
“(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that is unable to generally pay a substantial portion of its assets.”
“If an Event of Default shall have occurred and be continuing, the Non 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. “If Purchaser isthe Non
ted Contract Quantity in a Compliance Showing due to Seller’s or costs are finally ascertained. If this accounting establishes that Purchaser’s those penalties, fines or costs are finally ascertained.” “If the Non Defaulting Party’s aggregate Gains exceed its aggregate Losses and contrary.”
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11 (g) Section 22.3(e) is deleted in its entirety and replaced with the following:
(h) Section 22.3(f) is deleted in its entirety and replaced with the following:
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 (i) Section 28.1 is applicable and the Parties shall net monthly payments in accordance with Exhibit A of the WSPP. Both Parties intend for the netting provisions of Exhibit A to the WSPP Agreement to be effective on the Confirmation Effective Date.
(j)
and agents who have a need to know such information and have agreed to keep (k) Subsections 34.1 and 34.2 are deleted and replaced with the following:

INFORMAL DISPUTE RESOLUTION

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

NOTICE FROM EITHER PARTY IDENTIFYING SUCH DISPUTE, THE

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

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

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

ALL REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, SUBJECT TO

THE LIMITATIONS SET FORTH IN THIS TRANSACTION

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
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“[Intentionally omitted]”
If the Defaulting Party disagrees with the calculation of the Termination Payment

34.'
such terms confidential”.

Section 30.1 is amended by inserting “or requested” after the word “required” in Section 30.1(4) and by adding the following at the end of the first sentence: or (8) to the Party's and such Party’s affiliates’ lenders, counsel, accountants, advisors CONVENIENCE OF SUCH FORUM.”
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12 (l) In Section 34.4, t line.
(m) The following shall be inserted as a new Section 34.5:

LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, FOR

BREACH OF ANY PROVISION OF THIS CONFIRMATION AGREEMENT

FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS

PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT AND THE AGREEMENT FOR THE BREACH, LIABILITY

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

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

IF NO EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH, LIABILITY FOR THE

BREACH IS LIMITED TO DIRECT DAMAGES ONLY, THE DIRECT

DAMAGES ARE THE SOLE AND EXCLUSIVE REMEDY UNDER THIS

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

OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY IS

LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INDIRECT

DAMAGES OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED

WITH LOST PROFITS, BUSINESS INTERRUPTION AND LOSS OF

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

THE SOLE OR CONTRIBUTORY NEGLIGENCE OF EITHER PARTY OR

ANY RELATED PERSON), WARRANTY, STRICT LIABILITY, CONTRACT

OR STATUTE,
(n) Section 37 is amended by inserting the following in the beginning thereof (o)
shall be substituted in its place:

Section 41 “Witness” shall become Section 42 and the following “Standard of Review” Section
“The Parties agree as follows:

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13 proposed by a Party, a non-party or FERC acting sua sponte, shall be the public interest standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the Mobile-Sierra doctrine) and clarified in Morgan Stanley Capital Group, Inc. v.

Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power (ii) The Parties, for themselves and their successors and assigns, (i) agree that this public interest standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the just and reasonable

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: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010). ” standard.”
14 AGREED AS OF THE EFFECTIVE DATE:

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

Name:

Title:

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

Name:

Title: _____________________________
Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Robert M Shaw
Chief Executive Officer
Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Monica Padilla
CEO
x DocuSigned by:
v 573FC104110B4C0
DocuSigned by:

At ^Ui/
398728BE39B342A
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 ISO .

Capacity Attributes 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 , as applicable, RAR, Local RAR and FCR.

Compliance Showing Deadline
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 the applicable LSE compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month.

Contingent Firm RA Product herein.

CPUC Decisions any currently effective or future decisions, resolutions, or rulings related to resource adequacy.

CPUC Filing Guide
guidelines, requirements and instructions for load serving entities to demonstrate compliance with Effective Flexible Capacity -approved Tariff.

Expected Contract Quantity means, with respect to any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, and (b) for Contingent Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
'
” means the California or the successor organization to the functions thereof ’
” means
’
” means
‘
” means, for each Showing Month, the Compliance Showing plan " "
means ’s
“ ” has the meaning set forth in Article 1
“ ” means
“ ” is the document issued annually by the CPUC which sets forth the the CPUC’s resource adequacy program.
“ ” has the meaning given in CAISO’s FERC
Appendix A - 2
Firm RA Product, the Contract Quantity of Product for such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity, less any reductions to Contract Quantity consistent with Section 2.2 with respect to which Seller has not elected to provide Alternate Capacity.

FCR 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 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 Firm RA Product
Flexible Capacity Category Filing Guide, as such may
be modified, amended, supplemented or updated from time to time.

Governmental Body
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 day on which
published), plus two percent (2%) and (b) the maximum rate permitted by applicable law.

Local RAR
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
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 to
LSE oad Serving Entity is used in Section 40.9 of the Tariff.

MW
Net Qualifying Capacity -approved Tariff.

Notification Deadline ten (10) Business Days before the Compliance Showing Deadline.

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means the
“ ” means, with respect to a
an LSE’s FCR.
“ ” has the meaning set forth in Article 1 herein.
“ ” shall be as described in the annual CPUC
“ ” means any federal, state, local, municipal or other government; any 99 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 “ ” means the local resource adequacy requirements established for LSEs by the CPUC “ ” means, with respect to a Shown Unit, any and all resource adequacy ward an LSE’s Local RAR.
“ ” means “L ” as such term
“ ” means megawatt.
“ ” has the meaning given in CAISO’s FERC
“ ” is
Appendix A - 3
Planned Outage means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. Product 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 B, of the
Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction.

Prorated Percentage of Unit Flexible Factor B,
of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction.

Prudent Operating Practice
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 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 Replacement Unit
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 RAR
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
modified, amended, supplemented or updated from time to time.

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
‘ ” means RAR
‘ ” means the percentage, as specified in Appendix
‘ ” means the percentage, as specified in Appendix
‘ ” means (a) the applicable practices, methods and acts required by or ‘ ” means, with respect to a Shown Unit, any and all
anLSE'sRAR.
‘ ” means a generating unit having the same capacity attributes as the Unit(s) ‘ ” or “ ” means the resource adequacy requirements
‘ ” shall be as described in the annual CPUC Filing Guide, as such may be Appendix A - 4
SC
Showing Month means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.

Shown Unit 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
Swap Confirmation
Purchaser dated concurrently herewith, in which Seller is purchasing 90 MW of Product (as defined under such confirmation)] from Purchaser.

Swap Reduction Option
Tariff CAISO Tariff, including any current CAISO-in each case as amended or supplemented from time to time.

Unit s the generation unit(s) described in Appendix B.

Unit EFC the lesser of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

Unit NQC the lesser of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

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means Scheduling Coordinator as defined in the Tariff.
means
‘ ” has the meaning set forth in the Tariff for “RA Substitute Capacity”. ‘ ” means that certain WSPP Agreement Confirmation between Seller and “ ” has the meaning specified in Section 2.2(c).
“ ” means the published "Operating
Procedures” and “Business Practice Manuals,”
“ ” mean
“ ” means ’s Effective Flexible Capacity
means ’s Net Qualifying Capacity
Appendix B - 1

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

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

Additional Product Information (fill in all that apply):

CAISO Zone: _South_____
Resource Category (MCC Bucket): __4____
CPUC Local Area (if applicable): ___N/A_____
Flexible Capacity Category (if applicable): __N/A____
Delivery Period:

Contract Quantity and Contract Price:

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

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F 13 Appendix A 3CE - Sale
Appendix B - 2
Unit 1, 22MWs
Unit Specific Information
Resource Name High Desert Power Project Aggregate
Physical Location Victorville, CA
CAISO Resource ID HIDSRT_2_UNITS
SCID of Resource TS30
Unit NQC by month (e.g., Jan=50,Feb=65): 830
Unit EFC by month (e.g., Jan=30, Feb=50) 630
Resource Type (e.g., gas, hydro, solar, etc.) Natural Gas Minimum Qualified Flexible Capacity
Category (Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) SCE
Prorated Percentage of Unit Factor N/A
Prorated Percentage of Unit Flexible Factor N/A
Capacity Area (CAISO System, Fresno,
Sierra, Kern, LA Basin, Bay Area,
Stockton, Big Creek-Ventura, NCNB, San
Diego-IV or Humboldt)
CAISO System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4, (24/7 =Yes)

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Appendix C - 1

APPENDIX C

NOTICE INFORMATION
Seller: Central Coast Community Energy Purchaser: Silicon Valley Clean Energy Authority
All Notices: All Notices:

Invoices: Invoices:

Scheduling:

Wire Transfer:

Credit and Collections:

Defaults:

With additional Notices of an Event of
Default or Potential Event of Default to:

and to:

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Appendix C - 2

Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
Appendix D - 1

APPENDIX D

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

N/A N/A N/A N/A N/A
Docusign Envelope ID: EC6A221C-AC36-4523-BE49-B2B1C9ABFAD4 Docusign Envelope ID: 6523944D-AED5-4856-9738-13F189FEC57F Appendix A 3CE - Sale
1 RESOURCE ADEQUACY CONFIRMATION LETTER
Confirmation August 8, 2024 (the
NextEra Energy Marketing, LLC and Silicon Valley Clean
Energy, a , by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product. This Transaction is governed by that certain Edison Electric Institute Master Purchase and Sale Agreement between the Parties, effective as of March 14, 2019, along with the Cover Sheet, any amendments and annexes thereto, and the EEI Collateral Annex along with the Paragraph 10 to the Collateral Annex (collectively, Master Agreement Capitalized terms not
otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff. References to Sections are references to Sections of this Confirmation unless stated to be references to Sections of the Master Agreement or a statute.

ARTICLE 1

TRANSACTION TERMS
Buyer: NextEra Energy Marketing, LLC
Seller: Silicon Valley Clean Energy Authority
Product, Delivery Period, Quantity, Contract Price and other specifics of the Product are in Appendix B.

Appendices A and B are incorporated into this Confirmation.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Buyer, and Buyer will purchase and receive from Seller, the Quantity of the Product from the Shown Unit(s).
(b) Seller will deliver the Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the applicable characteristics of the Shown Unit(s) and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation. (c)
applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Quantity, less any excused deductions to the Quantity for Force Majeure and/or excused reductions in Unit NQC and/or EFC. (d) Seller may sell and deliver from any Shown Unit that meets the Product requirements set forth in Appendix B. Seller will identify the Shown Unit(s) and Quantity for a Showing Month by providing Buyer with the specific Unit information contemplated in Appendix B and corresponding portion of the Quantity no later than the Notification Deadline for the relevant Showing Month.

Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
This confirmation letter (“ ”) confirms the Transaction agreed to on “Confirmation Date”), between (“NEM”)
California joint powers authority (“SVCE”)
(“EEI”)
the “Master Agreement”). The
and this Confinnation shall be collectively referred to herein as the “Agreement”.

Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each 2 (e) If CAISO or the CPUC rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Quantity for the applicable Shown Unit(s) in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month.
(f) The Product is delivered when the CIRA Tool shows the Supply Plan accepted for the during the Delivery Period. Seller has failed to deliver the Product if Seller fails to comply accepted by the CAISO and the Resource Adequacy Plan has been accepted by the CPUC Month. Seller will not have failed to deliver the Product if Buyer fails or chooses not to submit the Shown Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO.
(g) The Shown Unit(s) must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.1 The Parties acknowledge and agree that the Unit described in Appendix B does not trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.
(h) Excused Reductions in Unit NQC
for each Showing Month may also be reduced in the event the Unit experiences a reduction in Unit NQC after the Confirmation Date as determined by the CAISO or the CPUC. In the event the Unit experiences such a reduction in Unit NQC, then Seller may, but is not obligated to, provide the applicable part of the Quantity from an alternate generating unit.

2.2 (a) If Seller fails to deliver any part of the Quantity as required herein for any Showing Month, and such failure is not excused under the terms of the Agreement, then Seller is liable for damages pursuant to Section 4.1 of the Master Agreement. (b) Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting use commercially
reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. Seller will have no obligation to Buyer under this Section 2.2(b) in respect of the portion of the Quantity for any portion of the Delivery Period for which Seller has paid damages pursuant to Section 2.2(a) and Section

4.1 of the Master Agreement. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 12-04-046.

Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
Product from the Shown Unit(s) by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for any Showing Month with Section 2.1(c). Buyer will have received the Product if (i) Seller’s Supply Plan is for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for the applicable Showing : Seller’s obligation to deliver the applicable Quantity Buyer’s Remedies for Seller’s Failure to Deliver Quantity from Seller’s unexcused failure to deliver the Product. The Parties will 3 other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.

2.3 -Sale of Product
(a) Buyer may re-sell all or part of the Product; provided that any such re-sale will not relieve obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan instructions with respect to providing such resold Product to Subsequent Buyers, to the execute all documents or instruments reasonably necessary to allow such Subsequent Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of his Confirmation, Seller will be liable to Buyer for
the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product.
(b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month.

Buyer will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month.

2.4 (a) If Buyer fails to receive any part of the Quantity as required herein for any Showing Month, and such failure is not excused under the terms of the Agreement, then Buyer is liable for damages pursuant to Section 4.2 of the Master Agreement. If Buyer resells any portion of the Product to a Subsequent Buyer and that Subsequent Buyer fails to receive any portion of the resold Product, such failure will be deemed a failure of Buyer to receive the Product hereunder, and Buyer is liable for damages pursuant to Section 4.2 of the Master Agreement.
refrain from taking any action, if the SC for the Unit described in Appendix B fails to take or refrain from taking the applicable action, (i) Seller will be excused from such non-performance and (ii) to the extent that such failure results in Seller being unable to deliver all or a portion of the Quantity for a Showing Month, the failure of the SC for the Unit described in Appendix B will be deemed a failure of Buyer to receive such portion of the Quantity of Product hereunder.

ARTICLE 3

PAYMENTS

3.1 Payment
After Seller has delivered the Quantity in accordance with Section 2.1 and issued its invoice, Buyer must Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
Buyer’s Re
Buyer of any of its obligations under this Agreement and must not increase Seller’s of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Buyer’s extent such instructions are consistent with Seller’s obligations under this Confirmation.

Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Seller or the Unit’s SC to comply with t
Seller’s Remedies for Buyer’s Failure to Receive Quantity (b) For any provision of this Agreement that requires Seller to cause the Unit’s SC to take or 4 pay for the Product as provided in Article Six of the Master Agreement. The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Quantity for the Showing Month, and (c) 1,000, rounded to the nearest penny (i.e., two decimal places).

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

ARTICLE 4

OTHER BUYER AND SELLER COVENANTS

4.1 CAISO Requirements
owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product.

Buyer is not liable for the failure of
noncompliance.

4.2 Throughout the Delivery Period, Buyer and Seller will take all commercially reasonable actions and execute benefit of Buyer or any Subsequent Buyer. If necessary, the Parties further agree to negotiate in good faith Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
received by Seller, or a Unit’s SC, owner, or operator.

Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Unit’s SC, Seller or the Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Unit’s SC, owner, or operator for such Seller’s and Buyer’s Duties to Take Actions to Allow Product Utilization ail documents or instruments reasonably necessary to ensure Buyer’s rights to the Quantity for the sole 5 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 balance of benefits and burdens of the Transaction as of the Confirmation Date.

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

ARTICLE 5
ADDITIONAL MASTER AGREEMENT AMENDMENTS; GENERAL PROVISIONS

5.1 Confidentiality
Notwithstanding Section 10.11 of the Master Agreement, (i) Buyer may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose ; (iii) each Party may disclose
information to the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Buyer may disclose information to any Subsequent Buyer.

5.2 Dodd-Frank Act
respectively. Without limiting Section 10.10 of the Master Agreement, the Parties intend this Transaction Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
Seller’s Representations and Warranties
if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased Seller has notified or will notify the Unit’s SC that Buyer is entitled to the revenues set forth ’information to a Unit’s SC or as necessary for Supply Plans Each Party represents and warrants to the other that it is an “eligible commercial entity” and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§la(l 7) and 1 a( 1 8), to be a “customary commercial arrangement” as described in Section ILA.1 of Commodity Futures Trading at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures 6 5.3 Governing Law
Nothing contained in this Confirmation shall be construed as a grant of CPUC jurisdiction over a Party not otherwise subject to such jurisdiction by law. For this Transaction, Section 10.6 of the Master Agreement AGREED AS OF THE CONFIRMATION DATE:

NextEra Energy Marketing, LLC Silicon Valley Clean Energy Authority By:

Name:

Title:

By:

Name:

Title:

Edgar Santana-Mondragon
Associate Trading Risk Analyst
Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
is amended to replace “NEW YORK” with “CALIFORNIA”.

CEO
C
—DocuSigned by:
"WhYca Pach I la
7 APPENDIX A

DEFINED TERMS
CAISO
performing substantially the same functions.

Capacity Attributes
including: flexibility, dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.

CIRA Tool
Compliance Obligations
Compliance Showings
of the CPUC for an applicable Showing Month.

CPUC Decisions
resource adequacy.

FCR
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
may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction s FCR.

Governmental Body or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.

Local RAR
to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.

LSE
MW
Notification Deadline twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month.

Product
Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
“ ” means the California Independent System Operator Corporation or any successor entity “ ” means attributes of the Unit that may be counted toward Compliance Obligations, “ ” means the CAISO Customer Interface for Resource Adequacy. “ ” means, as applicable to the Product, RAR, Local RAR and FCR. “ ” means the applicable LSE’s compliance with the resource adequacy requirements “ ” means any currently effective or future decisions, resolutions, or rulings related to “ ” means the Flexible Capacity requirements established for LSEs by the CPUC pursuant to the CPUC “ ” means, with respect to a Unit, any and all resource adequacy attributes of the Unit, as over Compliance Obligations, that can be counted toward an LSE’ “ ” means any federal, state, local, municipal
“ ” means the local resource adequacy requirements established for LSEs by the CPUC pursuant “ ” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “ ” means megawatt.
“ ” is
“ ” means Capacity Attributes applicable to compliance with RAR from Units that meet the specifications contained in the “Product” section of Appendix B. 8 RAR 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, but excluding Local RAR and FCR.

SC
Showing Month
Compliance Showing.

Shown Unit
Buyer on the Confirmation Date.

Subsequent Buyer -sale of Product by Buyer.

Tariff -
Unit
Unit EFC
Confirmation Date and that of the Unit on a subsequent date of determination.

Unit NQC
CAISO or (ii) the CPUC for the Unit for the applicable Showing Months of the Delivery Period.

Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
“ ” means the resource adequacy
“ ” means Scheduling Coordinator as defined in the Tariff. “ ” means the calendar month of the Delivery Period that is the subject of the related “ ” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to “ ” means the buyer of Product from Buyer in a re
“ ” 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. “ ” means the generation unit described in Appendix B and any Shown Unit. “ ” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the “ ” means Unit Net Qualifying Capacity and is equal to the lesser of the value as set by (i) the

APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

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

Additional Product Information (fill in all that apply):

CAISO Zone: South
MCC Bucket: 4
CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): N/A
Delivery Period: ,
Quantity and Contract Price:

RAR
Showing Month
and Year Quantity (MWs)*
Contract Price
($/kW-mo)

Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
Unit 1

Unit Specific Information
Resource Name HIGH DESERT POWER PROJECT

AGGREGATE
Physical Location Victorville, CA
CAISO Resource ID HIDSRT_2_UNITS
SCID of Resource TS30
Unit NQC by month (e.g., Jan=50,Feb=65): Variable
Unit EFC by month (e.g., Jan=30, Feb=50) N/A
Resource Type (e.g., gas, hydro, solar, etc.) Natural Gas Minimum Qualified Flexible Capacity Category
(Flex 1, 2 or 3)
N/A
TAC Area (e.g., PG&E, SCE) SCE
Capacity Area (CAISO System, Fresno, Sierra, ,
Kern, LA Basin, Bay Area, Stockton, Big
Creek-Ventura, NCNB, San Diego-IV or
Humboldt )
System
Resource Category as defined by the CPUC
(DR, 1, 2, 3, 4)
4 Docusign Envelope ID: 4976F4CC-0593-40EA-B19A-A541BB669FEF Appendix A NextEra
Bilateral Import Transfer Capability ITC (Buy or Sell)
1 CONFIRMATION LETTER

BETWEEN

SILICON VALLEY CLEAN ENERGY AND

CITY OF RIVERSIDE
This Confirmation Letter including all appendices hereto (“Confirmation”) confirms the transaction between Silicon Valley Clean Energy, a California joint powers authority (“Seller”) and City of Riverside (“Buyer”), each individually a “Party” and together the “Parties”, dated as of [8/21/2024] (the “Confirmation Effective Date”) in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in this Confirmation, in the amounts described in this Confirmation (the “Transaction”). This Transaction is governed the Western Systems Power Pool Agreement effective as of September 11, 2023 along with any annexes and amendments thereto (collectively, the “Master Agreement”). 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 described to them in the Master Agreement, or the CAISO Tariff. To the extent this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder.

ARTICLE 1. TRANSACTION TERMS

1.1 Product
Product: Import Transfer Capability (“ITC”). 1.2 Delivery of Product Seller shall sell and deliver to Buyer, and Buyer shall receive and purchase from Seller, the Product at the Delivery Point in the amount of the applicable Contract Quantity for each day of each month of the Delivery Period.

Delivery Period and Term
(a)
(b) Term. The Term of this Transaction shall commence upon the Confirmation Effective Date and shall continue until the later of (i) the expiration of the Delivery Period or (ii) the date the Parties’ obligations under this Confirmation have been satisfied. This Confirmation shall be effective and binding as of the Confirmation Effective Date.

DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
Bilateral Import Transfer Capability ITC (Buy or Sell)
2 1.3 Delivery Point
The Delivery Point shall be the CAISO Branch Group corresponding to the CAISO

1.4 Contract Quantity
The Contract Quantity for each day of each applicable Contract Month is as follows:

Contract Quantity (MWs for each day of such Contract Month) Month, Year Contract Quantity
(MWs)

1.5 Contract Price
The Contract Price means, for any Contract Month, the price specified in the Contract Price table as set forth below.

CONTRACT PRICE TABLE
Month, Year Contract Price
($/kW-month)

DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
Bilateral Import Transfer Capability ITC (Buy or Sell)
3 ARTICLE 2. DELIVERY OBLIGATIONS

2.1 Delivery of Product
Within three (3) Business Days from the date that Seller receives the One-Time ITC Payment from Buyer or (3) Business Days after the Import Capability is available for bilateral transfers in CIRA, whichever is later. Seller shall or shall cause the Unit’s SC to register the Bilateral Import Capability Transfer of the Product in the amount of the Contract Quantity at the Delivery Point in CAISO’s CIRA Tool (or successor platform) in addition to completing any other actions required by the CAISO to effect such transfer (the “Registration”). If Seller fails to transfer the ITC within three (3) Business Days of the receipt of payment, this Confirmation shall terminate, and Seller shall refund the total payment within twenty (20) business days after receipt of payment.

As soon as reasonably practicable thereafter, but no later than three (3) Business Days from Registration, Buyer shall accept and confirm Seller’s Registration in CAISO’s CIRA Tool and will then communicate to Seller whether the Bilateral Import Capability Transfer from Seller to Buyer of the Product in the amount of the Contract Quantity at the Delivery Point was successful or unsuccessful (a successful transfer, the “Transfer Completion Email”). If the Bilateral Import Capability Transfer from Seller to Buyer of the Product in the amount of the Contract Quantity at the Delivery Point is unsuccessful, the Parties shall begin the Registration process set forth in this Section 2.1 again, until the Parties receive a Transfer Completion Email.

2.2 Buyer’s Re-Sale of Product
Buyer may re-sell all or a portion of the Product acquired under this Confirmation.

ARTICLE 3. PAYMENT

3.1 One-Time ITC Payment
In accordance with the terms of Section 9 of the Master Agreement, Buyer shall make a payment (“One-Time ITC Payment”) to Seller no later than (20) Business Days after the date an invoice is received. Seller shall provide Buyer the invoice for the One-Time ITC Payment no later than 5 Business Days from the date this Confirmation is signed by both Parties.

The One-Time ITC Payment shall be calculated as follows:

One-Time ITC Payment = ∑n
i(Ai × Bi × 1000)
where:

A = Contract Price (in $/kW-month) for Contract Month i B = Contract Quantity i (in MW) transferred by Seller for DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
Bilateral Import Transfer Capability ITC (Buy or Sell)
4 Contract Month i
i = Each Contract Month
n = number Contract Months
The payment calculation shall be rounded to two decimal places.

DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
Bilateral Import Transfer Capability ITC (Buy or Sell)
5 3.2 Offset Rights
Either Party may offset any amounts owing to it for revenues, penalties, fines, costs reimbursement, or other payments pursuant to Section 9 of the Master Agreement against any future amounts it may owe to the other Party under this Confirmation.

ARTICLE 4. CONFIDENTIALITY
(a) Both Parties may disclose the terms and conditions of this Agreement and any and all written or recorded or oral information, data, analyses, documents, and materials furnished or made available by a Party to the other Party in connection with this Agreement to the CAISO, the CPUC, and all divisions thereof, the CEC, and any Governmental Authority; (b) Both Parties may disclose the terms of this Confirmation to the CAISO to effectuate Seller’s performance and the transfer of the Product and the Parties acknowledge that the CAISO may publicly disclose the transfer of the Product from Seller to Buyer in accordance with the CAISO Tariff promptly following Seller’s performance; and
(c) In the event Buyer resells all or any portion of the Product, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction, other than the Contract Price; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Authority or the CAISO to further disclose such information. In addition, in the event Buyer resells all or any portion of the Contract Quantity to another party, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction. Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.); and, in the event of a public records requests pursuant to this act or any other applicable law, either party may disclose this Confirmation and such disclosure shall not be a violation of this Article 4.

ARTICLE 5. GENERAL PROVISIONS

5.1 Governing Law
Notwithstanding Section 24 of the Master 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.

5.2 Collateral/Credit Requirements
Notwithstanding any provision in the Master Agreement to the contrary, including Section DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
Bilateral Import Transfer Capability ITC (Buy or Sell)
6 27, neither Party shall be required to post collateral or other security for this Transaction.

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

5.4 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, facsimile or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by facsimile or electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

5.5 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, no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.

DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
Bilateral Import Transfer Capability ITC (Buy or Sell)
7 In WITNESS WHEREOF, the Parties have caused this Confirmation to be duly executed as of the Confirmation Effective Date:

Buyer:

CITY OF RIVERSIDE
By:________________________
Name:______________________
Title:_______________________
Seller:

SILICON VALLEY CLEAN ENERGY,
a California joint power authority
By:_______________________________
Name:_____________________________
Title:______________________________
DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 CEO
MonicaPadilla
Jennine K Camara (Aug 22, 2024 13:04 PDT)
Jennine K Camara
Appendix A City of Riverside
x DocuSigned by:
^Ui/uu.
-5?3F&mi10B4C0...

Bilateral Import Transfer Capability ITC (Buy or Sell)
8 APPENDIX A
DEFINED TERMS “Agreement” has the meaning specified in the introductory paragraph of this Confirmation. “Bilateral Import Capability Transfer” is the transfer of Remaining Import Capability from one Market Participant (as defined in the CAISO Tariff) to another, as described in the CAISO Tariff. “Branch Group” means the branch group name used by the CAISO to represent the location of an Intertie with a Maximum Import Capability. “Buyer” has the meaning specified in the introductory paragraph of this Confirmation and shall have the same meaning as “Purchaser” under the Master Agreement. “CAISO” means the California Independent System Operator Corporation, or any successor entity performing the same functions. “CAISO Tariff” means the California Independent System Operator Corporation Tariff, Business Practice Manuals (BPMs), Operating Agreements, and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time to time and approved by FERC, if applicable. “CEC” means the California Energy Commission. “Confirmation” has the meaning specified in the introductory paragraph of this Confirmation. “Confirmation Effective Date” has the meaning specified in the introductory paragraph of this Confirmation. “Contract Month” means the month during the Delivery Period as set forth in the Contract Quantity Table specified Section 1.5. “Contract Price” has the meaning specified in Section 1.6. “Contract Quantity” has the meaning specified in Section 1.5. “Cover Sheet” has the meaning specified in the introductory paragraph of this Confirmation. “CPUC” means the California Public Utilities Commission. “Delivery Period” has the meaning specified in Section 1.3(a). “Delivery Point” has the meaning specified in Section 1.4.

DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
Bilateral Import Transfer Capability ITC (Buy or Sell)
9 “Governmental Authority” means any: (a) federal, state, local, municipal or other government; (b) 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 (c) court or governmental tribunal.
“Import Transfer Capacity” has the meaning set forth in the CAISO Tariff. “Intertie” has the meaning set forth in the CAISO Tariff. “Master Agreement” has the meaning specified in the introductory paragraph of this Confirmation. “Maximum Import Capability” has the meaning set forth in the CAISO Tariff. “MW” means megawatt (or 1,000 kilowatts) of alternating current electric energy generating capacity. “Product” has the meaning specified in Section 1.1. “Registration” has the meaning specified in Section 2.1. “Remaining Import Capability” has the meaning set forth in the CAISO Tariff. “Scheduling Point” has the meaning set forth in the CAISO Tariff. “SC” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning specified in the introductory paragraph of this Confirmation. “Term” has the meaning specified in Section 1.3(b). “Transfer Completion Email” has the meaning specified in Section 2.1 DocusignEnvelopeID:A8E2CD9A-92B3-4419-818E-CB19949D3B91 Appendix A City of Riverside
SVCE_WSPP_Import_Capability_2025Transfers
__Riverside_PE
FinalAuditReport 2024-08-22
Created: 2024-08-22
By:

Status: Signed
TransactionID: CBJCHBCAABAANz2UBk2sLi9gLlJ5zuOpPOUctCHNzoDr "SVCE_WSPP_Import_Capability_2025Transfers__Riverside_P E"History
DocumentdigitallypresignedbyDocuSign\,Inc.([email protected]) 2024-08-22-5:33:50PMGMT
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Appendix A
Q
City of Riverside
Adobe Acrobat Sign
Docusign Envelope ID: D2975D2F-38EF-44D8-8888-76A8EB9C9980 Appendix A NRG Business Marketing, LLC

CONFIRMATION LETTER CAISO ENERGY
This Confirmation letter (“Confirmation”) confirms the Transaction between NRG Business Marketing LLC, a Delaware Limited Liability Company (“Seller”), and Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”), each individually a “Party” and together the “Parties”, dated as of August 21, 2024 (the “Effective Date”). This Transaction is governed by, constitutes part of, and is subject to the terms and provisions of the Edison Electric Institute Master Power Purchase and Sale Agreement, dated November 28, 2016 (the “Master Agreement”), between the Parties. This Confirmation and the Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively be referred to as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms used, but not otherwise defined, in this Confirmation, including in Exhibit B hereto, have the meanings ascribed to them in the Master Agreement or the CAISO Tariff (as defined below). To the extent this Confirmation is inconsistent with any provision ofthe Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder.

The Parties hereby agree to the following Transaction:

Product: CAISO Energy
Contract Price ($/MWh): See Exhibit A.l
Contract Quantity (MW): See Exhibit A.l
Delivery Period:

Delivery Point: NP-15
Scheduling:

Seller will perform all scheduling requirements applicable to the Transaction contemplated under this Confirmation. All scheduling shall be performed consistent with all applicable CAISO and WECC prevailing protocols. The Product will be scheduled by Seller to Buyer on a Day-Ahead basis using an Inter-SC Trade.

SCID:

Buyer: LSVCE
Seller: SEL1

1. Transaction.

Throughout the Delivery Period, Seller shall sell and deliver or make available, or cause to be sold and delivered or made available to Buyer, the Contract Quantity of Product in accordance with the terms and conditions of this Confirmation. This Confirmation shall be in full force and effect as of the Effective Date and shall remain in effect until the date on which both Parties have completed the performance of their obligations hereunder, unless earlier terminated pursuant to the terms hereof.

2. 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, and delivery of an executed signature page by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.

3. Entire agreement; no oral agreements or modifications.

This Confirmation setsforth the terms of the Transaction into which the Parties have entered, and in addition 1 Docusign Envelope ID: D2975D2F-38EF-44D8-8888-76A8EB9C9980 Appendix A NRG Business Marketing, LLC
to the Master Agreement, 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 to the contrary, this Transaction may be confirmed only through a written document executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a written document executed by both Parties.
[Signatures appear on the following page.]
2 8/23/2024
Docusign Envelope ID: D2975D2F-38EF-44D8-8888-76A8EB9C9980 Appendix A NRG Business Marketing, LLC
IN WITNESS WHEREOF, the Parties have caused this Confirmation to be duly executed effective

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers authority
as of the date specified as the Effective Date.

NRG BUSINESS MARKETING LLC
A Delaware Limited Liability Company
M—-
Title"!May Robertson
Sr. Director, West Power Trading & OP
Date
x DocuSigned by:
> 573FC1Q411QB4CQ
Chief Executive Officer
8/22/2024
Date
3 Docusign Envelope ID: D2975D2F-38EF-44D8-8888-76A8EB9C9980 Appendix A NRG Business Marketing, LLC
EXHIBIT A.1

CONTRACT QUANTITY AND PRICE TABLES
Energy Contract Quantity Energy Contract Quantity Offer Price MW Per Month MWh Per Month $/MWh
Month Month Month
4 Docusign Envelope ID: D2975D2F-38EF-44D8-8888-76A8EB9C9980 Appendix A NRG Business Marketing, LLC

EXHIBIT B

DEFINITIONS
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“CAISO Energy” means a quantity of energy equal to the hourly quantity without Ancillary Services that is or will be scheduled as an Inter-SC Trade pursuant to the CAISO Tariff for which theonly excuse for failure to deliver or receive is an Uncontrollable Force. Termsthat are capitalized, but not defined in this definition shall have the meaning ascribed to them in the CAISO Tariff. “CAISO Tariff’means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.
“Contract Price” means the price ($/MWh) to be paid by Buyer to Seller for the Contract Quantity delivered hereunder, as set forth on page 1 of this Confirmation. “Contract Quantity” means the quantity (MWh) of Product to be delivered to the CAISO by Seller and scheduled with Buyer as an 1ST, as set forth on page 1 of this Confirmation. “Day-Ahead” has the meaning set forth in the Tariff.
“Delivery Period” means the period of time, as set forth on page 1 of this Confinnation. “Delivery Point” has the meaning set forth on page 1 of thisConfirmation. “Effective Date” has the meaning set forth on page 1 of this Confirmation. “HE” means hour ending.
“Inter-SC Trade” or “1ST” has the meaning set forth in the CAISO Tariff. “MW” means megawatt.
“MWh” means megawatt-hour.
“Off-Peak” means HE 01-06, 23-24 PPT Mon-Sat, HE 01-24 Sun and NERC Holidays. “On-Peak” means HE 07-22 Mon-Sat, excluding NERC Holidays. “PPT” means Pacific Prevailing Time.
“Product” means CAISO Energy.
“Transaction” has the meaning set forth in the Master Agreement. 5 Commodities Morgan Stanley Capital Group Inc.

Attn: Commodities
1585 Broadway
New York, NY 10036-8293
Morgan Stanley Reference: E11602923 Page 1
Date: August 21, 2024
To: SILICON VALLEY CLEAN ENERGY AUTHORITY
333 W EL CAMINO REAL #330,
SUNNYVALE CA 94087
Attention: Affirmation Team
Phone No.:

Fax No.:

Contact: Commodity Confirms
Phone:

Email: Where Clients are based in the Americas, please return executed confirmation to . Where
Clients are based in the Asia, please return executed confirmation to . For all other locations,
please return to
Reference No.: E11602923 v. 1
Trade Date: August 21, 2024
This electronic communication and any attachments hereto, are intended only for use by the addresses(s) named herein and may contain legally privileged and/or confidential information, which is exempt from disclosure under applicable law. If you are not the intended recipient of this electronic communication, you are hereby notified that any examination, dissemination, disclosure, distribution, or copying of, or reliance on or use of this electronic communication, and any attachments hereto, is strictly prohibited. If you have received this electronic communication in error, please notify me immediately on the above telephone number and permanently destroy all copies of this electronic communication.

This confirmation confirms the terms of Morgan Stanley Capital Group Inc. ("MSCGI") agreement regarding the sale of firm energy (the "Transaction") to SILICON VALLEY CLEAN ENERGY AUTHORITY . The terms are as follows:

Purchaser: SILICON VALLEY CLEAN ENERGY AUTHORITY
Seller: MSCGI
Term:

Delivery Hours:

Docusign Envelope ID: B4D8AAF2-5614-4F66-B4FE-598EA0DBF984 Docusign Envelope ID: B0F22249-B9B9-4371-B9C5-13ABF69E820E Appendix A MSCG
MorganStanley
Morgan Stanley Reference: E11602923 Page 2
Contract Quantity:

Delivery Point: NP15 EZ GEN HUB
Energy Price:

Special Conditions: This purchase and sale of energy is Firm (LD). The parties agree to notify each other as soon as possible of any interruption or curtailment affecting this transaction.

Monthly Billing Settlement:

Collection of Customer Payments. In accordance with the Security Documents, Buyer shall direct PG&E to deposit into a Lockbox Account, all of the proceeds of all of the Customer account receipts (net of the amounts to be paid to PG&E) received from the sale of the Product to the Customers. Seller shall receive, in accordance with the Security Documents, payments for its invoices due and payable, and after Seller’s invoice is paid and agreed to reserves have been funded, the amounts remaining in such Lockbox Account shall be immediately released to Buyer or its designee in accordance with the Security Documents. The Parties agree that the Lockbox Account account shall be in the name of Buyer, and any interest earned thereon shall accrue to Buyer, as more fully set forth in the Security Documents.

Security Provisions:

Compliance with Security Documents. During the entire period that this Confirmation remains in effect, Buyer shall comply with the Security Documents. Upon the occurrence of an Event of Default (after giving effect to any applicable cure periods) by Buyer under any Security Document or a termination of any Security Document by Seller due to Buyer’s failure to perform in accordance with the terms thereof, such event shall constitute an Event of Default of Buyer in accordance with Article Five of the Master Agreement and Buyer shall therefore be the ‘Defaulting Party’ with regard to such failure to perform. "CAISO Energy" means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a Scheduling Coordinator ("SC") to SC transaction pursuant to the applicable tariff and protocol provisions of the California Independent System Operator ("CAISO") (as amended from time to time, the "Tariff") for which the only excuse for failure to deliver or receive is an "Uncontrollable Force" (as defined in the Tariff.

A CAISO "Schedule Adjustment" (defined as a schedule change implemented by the CAISO that is neither caused by or within the control of either Party) shall not constitute an Uncontrollable Force; rather if there is a CAISO Schedule Adjustment, the Party negatively impacted shall notify the other Party and the Parties shall be obligated to exercise their reasonable efforts to reach an equitable resolution that reflects as nearly Docusign Envelope ID: B4D8AAF2-5614-4F66-B4FE-598EA0DBF984 Docusign Envelope ID: B0F22249-B9B9-4371-B9C5-13ABF69E820E Appendix A MSCG
Morgan Stanley Reference: E11602923 Page 3
as practicable, the intention of the Transaction as originally negotiated. All terms used within the definition of CAISO Energy but not defined in the Agreement shall have the meaning ascribed to them in the Tariff.

Morgan Stanley Real-Time Communications and Scheduling
Option Exercise Line:

Prescheduling:

Real Time (24 hour):

The parties agree that this transaction is a Forward Contract within the meaning of the U.S. Commodity Exchange Act, and in reliance upon such agreement, each party represents to the other that, as of the date the transaction is entered into:
(a) It is a commercial market participant with respect to the specified commodity and is entering into the transaction in connection with its business; and
(b) It intends to make or take physical delivery of the specified commodity.

This letter is being provided pursuant to and in accordance with the EEI Master Agreement for purchase and sale of Physically settled Electricity in the US and Canada dated November 23, 2016, the ("Agreement") between SILICON VALLEY CLEAN ENERGY AUTHORITY and MSCGI, and constitutes part of and is subject to all the terms and provisions of such agreement. Terms used but not defined herein shall have the meaning ascribed to them in the Agreement.

If the recipient of the confirmation disagrees with any of the terms summarized herein, it shall promptly notify MSCGI by telephone and facsimile transmission. Failure by the recipient to execute and return this confirmation or to notify MSCGI of its disagreement within three (3) Business Days of receiving this confirmation constitutes the Counterparty's agreement to the terms set forth herein. Please confirm that terms stated herein accurately reflect the agreement reached between SILICON VALLEY CLEAN ENERGY AUTHORITY and MSCGI by returning an executed copy of this Confirmation Letter.

Yours Sincerely,
Brent Masucci
Authorised Signatory
Morgan Stanley Capital Group Inc.

Confirmed as of the date first written above:

SILICON VALLEY CLEAN ENERGY

AUTHORITY
By:

Name:

Title:

Docusign Envelope ID: B4D8AAF2-5614-4F66-B4FE-598EA0DBF984 CEO
Monica Padilla
Docusign Envelope ID: B0F22249-B9B9-4371-B9C5-13ABF69E820E Appendix A MSCG
AMENDED. THIS CONFIRMATION RESTATES AND SUPERSEDES ANY CONFIRMATION PREVIOUSLY ISSUED BY US IN CONNECTION WITH THIS TRANSACTION.

Commodities Morgan Stanley Capital Group Inc.

Attn: Commodities
1585 Broadway
New York, NY 10036-8293
Morgan Stanley Reference: E11602903 Page 1
Date: August 24, 2024
To: SILICON VALLEY CLEAN ENERGY AUTHORITY
333 W EL CAMINO REAL #330,
SUNNYVALE CA 94087
Attention: Affirmation Team
Phone No.:

Fax No.:

Contact: Commodity Confirms
Phone:

Email: Where Clients are based in the Americas, please return executed confirmation to . Where
Clients are based in the Asia, please return executed confirmation to . For all other locations,
please return to
Reference No.: E11602903 v. 2
Trade Date: August 21, 2024
This electronic communication and any attachments hereto, are intended only for use by the addresses(s) named herein and may contain legally privileged and/or confidential information, which is exempt from disclosure under applicable law. If you are not the intended recipient of this electronic communication, you are hereby notified that any examination, dissemination, disclosure, distribution, or copying of, or reliance on or use of this electronic communication, and any attachments hereto, is strictly prohibited. If you have received this electronic communication in error, please notify me immediately on the above telephone number and permanently destroy all copies of this electronic communication.

Purchaser: SILICON VALLEY CLEAN ENERGY AUTHORITY
Seller: MSCGI
Term:

Delivery Hours:

Docusign Envelope ID: B4D8AAF2-5614-4F66-B4FE-598EA0DBF984 Docusign Envelope ID: EB243DD7-A1C5-4899-BB87-3E46345CA19D Appendix A MSCG
MorganStanley
Morgan Stanley Reference: E11602903 Page 2
Contract Quantity:

Delivery Point: NP15 EZ GEN HUB
Energy Price:

Special Conditions: This purchase and sale of energy is Firm (LD). The parties agree to notify each other as soon as possible of any interruption or curtailment affecting this transaction.

Monthly Billing Settlement:

Security Provisions:

A CAISO "Schedule Adjustment" (defined as a schedule change implemented by the CAISO that is neither caused by or within the control of either Party) shall not constitute an Uncontrollable Force; rather if there is a CAISO Schedule Adjustment, the Party negatively impacted shall notify the other Party and the Parties shall be obligated to exercise their reasonable efforts to reach an equitable resolution that reflects as nearly Docusign Envelope ID: B4D8AAF2-5614-4F66-B4FE-598EA0DBF984 Docusign Envelope ID: EB243DD7-A1C5-4899-BB87-3E46345CA19D Appendix A MSCG
Morgan Stanley Reference: E11602903 Page 3
as practicable, the intention of the Transaction as originally negotiated. All terms used within the definition of CAISO Energy but not defined in the Agreement shall have the meaning ascribed to them in the Tariff.

Morgan Stanley Real-Time Communications and Scheduling
Option Exercise Line:

Prescheduling:

Real Time (24 hour):

Yours Sincerely,
Brent Masucci
Authorised Signatory
Morgan Stanley Capital Group Inc.

Confirmed as of the date first written above:

SILICON VALLEY CLEAN ENERGY

AUTHORITY
By:

Name:

Title:

Docusign Envelope ID: B4D8AAF2-5614-4F66-B4FE-598EA0DBF984 Monica Padilla
CEO
Docusign Envelope ID: EB243DD7-A1C5-4899-BB87-3E46345CA19D Appendix A MSCG

Silicon Valley Clean Energy Board of DirectorsSeptember 11, 2024

Silicon Valley Clean Energy Board of Directors
September 11, 2024