Agenda packet — Silicon Valley Clean Energy Board of Directors, November 13, 2024 (part 2 of 2)

Staff Report – Item 3
Item 3: Approve SVCE’s Participation in the California Public Utilities Commission Hourly Flex Pricing Pilots
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Citlalli Sandoval, Senior Regulatory Advisor
Date: 11/13/2024

RECOMMENDATION
Staff recommends that the Board of Directors (Board) approve Silicon Valley Clean Energy’s participation in the California Public Utilities Commission’s (CPUC) Hourly Flex Pricing (HFP) pilots, which are administered by Pacific Gas and Electric Company (PG&E).

EXECUTIVE COMMITTEE RECOMMENDATION
At the October 25, 2024 Executive Committee meeting, staff presented on the HFP pilots and the details of SVCE’s potential participation. At this meeting the Executive Committee voted unanimously to recommend that the SVCE Board of Directors approve SVCE’s participation in the CPUC HFP pilots administered by PG&E.

BACKGROUND
Demand flexibility, the ability to shift customer usage as needed, is expected to play a key role in enabling affordability as California expands electrification efforts to meet economy wide emissions reductions.

Participating in the HFP pilots offers SVCE the opportunity to learn about the implications and effectiveness of hourly price signals, reduce customer costs and SVCE energy supply costs, and remain competitive in terms of its customer offerings relative to those of the investor-owned utility.

In January 2024, the CPUC adopted Decision 24-01-032, which approved two demand flexibility pilots (HFP pilots).
1 The pilots are designed to encourage the use of electricity during off-peak hours, when costs and greenhouse gas emissions from electricity resources powering the electric grid tend to be lower.2 Community Choice Aggregators (CCAs) in PG&E’s territory can opt to participate in the HFP pilots. If a CCA does not opt to participate, then its customers would need to opt out of CCA service to participate in the HFP pilots.

Additionally, the California Energy Commission (CEC) adopted Load Management Standards to promote electricity demand flexibility. These standards direct load serving entities in California to develop a compliance plan that describes how the load serving entity plans to meet the goals of the Load Management Standards.3 1 No cost-effectiveness calculations were conducted as part of the approval as the approval was for an experimental pilot; however, the approval includes requirements for both a mid-term and final evaluation. 2 The pilots are an expansion of Valley Clean Energy Alliance’s agricultural pumping dynamic rate pilot to customer classes beyond agricultural to provide system reliability benefits; the Valley Clean Energy agricultural pumping pilot was authorized in Decision 21-12-015. 3 The goals of the Load Management Standards are to: 1) encourage the use of electrical energy during off-peak hours; 2) control daily and seasonal peak loads; 3) improve equity, efficiency, and reliability; 4) lessen/delay need for new electrical capacity; 5) reduce fossil fuel consumption and 6) reduce greenhouse gas emissions.

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The SVCE Board of Directors adopted SVCE’s first Load Management Standards Plan on March 13, 2024. Part of the plan described SVCE’s intentions of participating in the CPUC HFP pilots. Since then, the CEC has identified participation in the CPUC pilots as an acceptable method to achieve LMS compliance.

The HFP pilots are three-year pilots scheduled for a soft launch Fall 2024, with full customer enrollment outreach planned for January 2025. Since the CPUC approval of the HFP pilots in January 2024, SVCE has worked closely with PG&E and the CPUC on the implementation plan for the pilots. The implementation plan was approved by the CPUC on September 3, 2024, but SVCE continues to work with PG&E to resolve and finalize the specifics of CCA participation in the pilots. 4 Once SVCE receives Board of Directors approval to
participate in HFP pilots and all operational elements (e.g., contractual agreements) are finalized, SVCE customers can request participation in the pilot.

ANALYSIS & DISCUSSION
Pilot Mechanics and Eligible Rate Classes
The HFP pilots do not create a new rate for participating customers. Instead, they are structured as a supplemental incentive mechanism that rewards customers for shifting their load in response to hourly price signals. Customers enrolled in the pilot continue to pay their monthly bill based on their standard rate but receive an information-only monthly Hourly Flex Pricing Pilot Performance Report. This report tracks their changes in levelized hourly usage from their historical baseline usage (currently defined as usage in the previous year). The change in usage is priced at the hourly price signal at the time of usage.5 At the end of a 12-month period, the participating customer receives a true-up report that consolidates performance across the prior 12-month period and could result in a true-up credit. The true-up credit represents savings that may be earned by participating customers that reduce load from their baseline during high hourly price hours (peak) and increase load from their baseline during low hourly price hours (off-peak).

The consolidated true-up report will never result in additional money being owed. This functions as cost protection for those participating in the pilot.

The true-up credit is funded by SVCE and is anticipated to be largely offset by lower SVCE energy costs (as SVCE is paying customers for reducing usage at prices roughly commensurate with the costs to procure energy in those hours). The pilot administration costs are CPUC-funded through collections from all ratepayers in PG&E’s service area. The rate classes eligible to participate in the pilots are agricultural (AG-A1, AG-A2, AG-B, and AG-C), commercial and residential (E-ELEC, EV2-A, B-6, B-10, B-19, and B-20), and business EV (BEV-1, and BEV-2).

The number of customers in SVCE’s territory that will participate in the pilot is unknown and difficult to forecast because the pilot is complex and potentially difficult for customers to understand, which may hinder customer participation. However, SVCE staff analyzed the customer types that would be most likely to benefit from the pilot to understand how they might perform on the pilot.

Impacts
SVCE staff analyzed different pilot participation scenarios for the electric vehicle home charging rate (EV-2) and the large commercial rate (B-20). The scenarios modeled low, medium, and high pilot adoption rates and low, medium, and high load shifting performance. SVCE’s total revenues remain the same under all scenarios because the customer continues to pay their regular monthly bill while enrolled in the pilot. The pilot functions 4 The HFP Pilot soft launch was delayed from June 2024 to November 2024. 5 PG&E’s incentive-only hourly price signal is based on day-ahead California Independent System Operator market energy prices, was approved by the CPUC, and reviewed by SVCE.

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as an additive, incentive-only mechanism that is anticipated to pay for itself by allowing SVCE to avoid some energy procurement costs. However, customers have the potential to see overall savings. The analysis examined the range of potential customer savings (i.e., the net performance report savings) that could be earned based on the change in usage relative to historical baseline usage.

The incentive credits for customers for all three years of the pilot’s duration range from $200,000 (low scenario) to $8 million (high scenario), with the more realistic scenario being $2 million (medium scenario).

These savings would be paid for by SVCE but are anticipated to be offset by a corresponding reduction in SVCE’s power supply costs. In this way, the pilot is designed and intended to be margin neutral for SVCE. The range of possible savings depends on the level of customer participation, the customer’s change in usage, and market prices and may vary from what was modeled.

Relationship to Load Management Standards Compliance
SVCE’s participation in the pilots is tied to the contents of its first Load Management Standards Compliance Plan, which was adopted by the Board of Directors March 2024 and described SVCE’s plan to participate in the HFP pilots to allow SVCE to learn and gain experience with customer responses to hourly price signals. The approval of SVCE’s participation in the HFP pilots is a continuation of the workplan that was adopted in SVCE’s Load Management Standards Compliance Plan.

STRATEGIC PLAN
Staff’s recommendation supports SVCE’s Strategic Plan Goal 3, “Create a long-term decarbonization plan that integrates supply and demand changes, opportunities, and challenges”, Measure 2, “Advance understanding of load flexibility and distributed energy resources (DERs) portfolio and customer value”.

ALTERNATIVE
SVCE could opt out of participating in the HFP pilots, which would mean that its customers would not be able to enroll in the CPUC HFP pilot program and would need to opt out of SVCE service to participate. SVCE would not be able to leverage a partly CPUC-funded program to inform its understanding of customer responses to hourly pricing signals.

FISCAL IMPACT
If the Board approves participation in the HFP pilots, customers will start to see benefits as early as fiscal year 2025-26.
6 The incentive payments in FY 2025-26 will be incorporated in upcoming budgets. Overall no substantial fiscal impact is expected as a result of SVCE’s participation in the HFP pilots because SVCE will continue to collect revenue from participating customers as if they were not enrolled in the pilots. The incentive payments that may be earned by customers shifting load should be offset by savings in SVCE’s power supply costs, which is intended to make the pilot effectively margin neutral. Any fiscal impact due to unanticipated costs or misalignment of incentives and savings is expected to be minimal, but this is part of what SVCE seeks to learn from participation in the limited pilots. 6 The benefit period for Net Energy Metering customers is still under consideration by PG&E.

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Staff Report – Item 4
Item 4: Adopt SVCE’s Long-term Clean Targets
From: Monica Padilla, CEO
Prepared by: Maren Wenzel, Director of Regulatory, Policy and Planning Date: 11/13/2024

RECOMMENDATION
Staff recommends that the SVCE Board of Directors (Board) adopt the following long-term clean targets including a minimum Renewable Portfolio Standard (RPS) and overall carbon-free position as follows:
1) 75% RPS target for retail sales/ 100% clean target for 2030 to 2034 2) 100% RPS for retail sales and 100% clean target for 2035 to 2045 3) Allow a 10% margin of error in the event targets cannot be met. If expected margin of error exceeds 10% staff will return to the Board for additional guidance. 4) Define clean energy resources to include RPS-eligible resources and carbon-free large hydroelectricity and nuclear energy.

The above targets are to be measured on a calendar year basis and as a percent of retail sales and will be adjusted to include line losses as necessary.

Additionally direct staff to come back to Board by March 2025 with recommendations for how to:
1) Incorporate and inform the Board of the expected clean position and expected shortfall. 2) Incorporate hourly greenhouse gas emission (GHG) reductions in assessment and approval of power purchase agreements (PPAs).
3) Report on clean hourly progress
Clean and RPS targets for the mid-term period, 2025 through 2029, will remain at 100% clean with an RPS target of at least five percent above minimum compliance requirements as provided for in California’s RPS program.

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee (Committee) met October 25, 2024 and received staff’s recommendation on the proposed clean targets. The Committee voted unanimously to support recommending the Board approve staff’s recommendation.

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 Item 4
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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 load serving entities (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.

In September of 2024, the SVCE Board of Directors reviewed and discussed SVCE’s “Clean Pathways” assessment, which was completed with modeling assistance from Energy and Environmental Economics (“E3”)(SVCE September 11, 2024 Board of Directors Meeting: Item 6 Staff Report, Item 6 Presentation).

This study was intended as a first step toward developing SVCE’s long-term clean vision, including assessment of key risks for the agency.

ANALYSIS & DISCUSSION
Clean Measurement
During the September 2024 discussion item, staff shared the results of the E3 study, which 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%
Additionally, Carbon Free Energy “CFE” scores, a metric developed by Google, were calculated for each scenario.

SVCE staff discussed four primary areas of interest in the study results; build requirements, emissions impacts, cost and risk.

Build requirements: Results showed that achieving a 100% hourly portfolio could require the equivalent of over 2,300 MW of new resources for SVCE’s portfolio by 2035 as compared to only 665 MW if the organization maintained an annual 100% clean portfolio. Given current market conditions it is unclear whether a 1000% hourly portfolio is feasible to achieve by 2035.

Emissions impact: Across scenarios, there was a clear trend that portfolios which had hourly constraints resulted in net negative emissions for the portfolio, utilizing the CPUC’s Clean System Power tool, while annual matching scenarios did not. In effect, aiming for hourly targets ensured that the resources selected dispatched in hours of higher fossil dispatch on the grid, while annual portfolios selected resources which dispatch into hours which are already relatively clean.

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Cost: Relative to the 100% annual clean case, hourly scenarios has an incremental procurement cost between $100M (90% hourly) and $300M (100% hourly). The model used assumed that SVCE was a “price-taker” and utilized forward price curves aligned with the CPUC’s 2024 Preferred System Plan (“PSP”). This forward look assumed that, overall, the system does not “over-build” relative to compliance requirements and therefore there is not significant excess supply. Because of this, model results showed that a significant portion of the cost associated with these portfolios may be offset by sale of the energy and clean attributes to other LSEs. However, staff noted there is significant market price risk and whether such revenues materialize is highly uncertain.

Risk: After receiving portfolio results from E3, SVCE conducted additional risk analysis to assess the market risk with the portfolio. Even assuming the underlying market conditions match the CPUC’s PSP, staff determined approximately $90M at risk for the 100% hourly scenario. Additionally, staff highlighted numerous risks which were not modelled, including on-going regulatory risks such as forced portfolio allocations through the central procurement entity and changing compliance obligations. All of these risks suggest it is important to not over-procure significantly relative to compliance obligations and to leave some open position in the portfolio to adjust to changing market conditions and regulatory structures.

Following discussion at the September meeting, staff reconvened to develop recommendations for establishing a new set of clean targets for the organization. Given the build requirements and risks associated with 100% hourly matching, and based on feedback from the Board, staff rejected moving to such a target.

However, based on Board discussion there did appear to be a preference for helping ensure SVCE’s portfolio did take some account of emissions reporting as part of its procurement evaluations. Based on feedback from the Board and internal discussions, staff added two additional metrics for consideration: monthly matching and a GHG-evaluation metric for future Power Purchase Agreements (PPAs).

A monthly evaluation target, in which SVCE would meet its monthly energy needs with clean capacity versus an annual target would likely decrease SVCE’s total system emissions as the cleaner shoulder months would no longer be able to offset months with higher emissions. However, the market is not developed to meet monthly obligations and staff expects working toward such a target would be costly, if not infeasible.

Using a GHG-evaluation metric for PPA evaluation would help ensure that long-term projects brought into SVCE’s portfolio would bring the overall portfolio closer to 24x7 while still providing staff the flexibility to procure short-term projects as needed to fill gaps. Because long-term contracts are more likely to be new build or repowering of old facilities, this also has a system wide benefit. While such a metric would necessarily de-emphasize some of the other evaluation metric currently in use, such as project risk and economics, it would more fully align SVCE’s resource selection with its clean goals. SVCE’s CEO has existing authority to alter evaluation metrics.

Clean Definition and Line Losses
SB100 sets an overall clean target of 100% on a retail sales basis by 2045 and further defines the types of resources which are considered clean and/or carbon-free. Included are RPS-eligible resources as defined by the California Energy Commission, which currently includes solar, wind, biofuel, biomass, geothermal and small hydroelectric resources. Also included as clean resources are large hydroelectric and nuclear. Staff proposes to use the same definition of clean resources for the purpose of meeting SVCE’s clean targets.

While SB100 requires entities to meet 100% clean on a retail sales basis, in reality this allows for a portion of the LSE’s load to be met with fossil power. This is because a portion of the power generated to meet retail sales is lost in the process of delivering energy. These losses are known as “line losses”. SVCE has historically procured sufficient energy to cover its line losses by procuring roughly 106% of its retail sales needs. While SB100 does not require this procurement, it will be reported as part of the Power Content Label starting in 2026. Given the emissions associated with the full gross energy needs of serving our customers, staff propose SVCE continue to cover line losses on a forward-going basis. The organization would define Item 4
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“100% Clean” as meaning 100% of its loss adjusted load. This would result in the organization procuring approximately 106% clean on a retail sales basis1. Staff proposes that the organization’s RPS targets be measured based on retail sales to allow line losses to be covered by clean, non-RPS clean resources after 2035.

Margin of Error
While the GHG-evaluation metric will help ensure SVCE moves toward a cleaner hourly position, SVCE staff also need annual targets post-2030 to ensure the organization is on track to meet its SB100 and agency goals. As noted in the September Board meeting, regulatory risks including uncertainty in allocations from PG&E and the new Central Procurement Entity (“CPE”) are creating a significant planning challenge for load serving entities such as SVCE. One way to mitigate this risk is by reducing dependence on hydro and nuclear resources, which largely come from PG&E, which are clean but not RPS eligible. To that end, staff proposes adoption of a 100% retail sales RPS target for 2035 and beyond with a 100% clean target (including line losses) for the organization from 2025 and beyond.

Beyond setting a target that reduces reliance on PG&E allocations, staff believes it is important to provide some degree of flexibility in meeting targets to ensure that the organization can best manage market and regulatory risks. While staff will continue to work diligently to meet its annual targets, by removing a strict target for each year, which may not be possible to meet in all years, staff time can focus on managing the portfolio and risks in an optimal manner. To this end staff requests up to a 10% buffer around the target for a given year. This would mean that staff will report the expected clean position, but only seek additional Board guidance on procurement if the portfolio is expected to miss the target by more than 10%. Staff believes this allowance will provide necessary flexibility in meeting its goals without sacrificing the organization’s overall mission.

Next Steps
Staff intends to return to the Board in March of 2025 with guidelines on how it will report on the expected clean position (including any shortfall), actual clean position from the prior year and the GHG assessments associated with PPA evaluations.

STRATEGIC PLAN
The work supported SVCE’s FY 2025 Strategic Focus Area 2 “Expand Clean& Reliable Grid Actions”. This focus area includes developing a pathway to deliver clean energy at scale for 2030, 2035 and 2045 which is directly aligned with this work.

This also supports Goal 2 of SVCE’s FY 2025 Strategic Plan, “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”.

ALTERNATIVES

1. Maintain 100% Clean. Under this alternative SVCE would maintain its current target of achieving 100% clean on an annual basis. While likely generally achievable, changing market conditions may make this challenging in some years. Additionally, by 2045 this is the requirement for all LSEs meaning it would not distinguish SVCE as a clean energy provider.
1 While line losses have historically been estimated at 6%, under the new Power Content Label rules they will be calculated and reviewed more regularly. SVCE staff proposes procuring to the estimated line losses used in the Power Content Label which may fluctuate over time.

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2. Move to minimum compliance. Under this alternative SVCE would align its targets to those of the state. Removal of any additional “buffer” would create new compliance risks for the organization and may impact its competitive advantages as a provider of choice.

3. Move to specific hourly target. While this would reduce total emissions for the portfolio, as discussed above it is a relatively high cost and high-risk option. Staff believes use of the GHG-evaluation metric captures much of the value of hourly accounting while still providing staff flexibility in procurement and avoiding many risks associated with strict hourly targets.

4. Board directs staff to another target, to be determined.

FISCAL IMPACT
The exact fiscal impact of adopting staff’s recommendation is unknown. Staff expects there to be a premium for RPS attributes over GHG-free attributes in the near-term. As SB100 becomes binding these two values are more likely to converge resulting in minimal fiscal impact relative to today to achieve a 100% annual RPS target. The addition of a GHG-evaluation metric, may in some instances result in procurement of resources with lower expected value from a purely economic perspective, however given the overall correlation between market prices and emissions it is more likely that use of GHG-evaluation metric “double counts” the economic value in the evaluation than results in selecting resources with low economic value.

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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: 11/13/2024

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 1, “Advance policies which support SVCE’s mission to reduce dependence on fossil fuels”, measure 2, “Enact a strategy that eases the transition away from gas appliances.”

FISCAL IMPACT
N/A

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

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Appendix A

SILICON VALLEY

CLEAN ENERGY
Silicon Valley Clean Energy
Board of Directors Meeting
November 13, 2024
Appendix A
Power Resource Contracts Executed by CEO
CAISO IST Template
1 CONFIRMATION
CAISO Energy
This confirmation (“Confirmation”), dated as of October 9, 2024(the “Effective Date”) is entered into between Citadel Energy Marketing LLC (“Citadel” or “Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE” or “Buyer” and, together with Seller, the “Parties” and each individually, a “Party”). This Confirmation constitutes a “Transaction” under, and supplements, forms a part of, and will be subject to, the terms of the EEI Master Power Purchase and Sale Agreement dated as of June 14, 2023, together with any and all exhibits, schedules or supplements thereto or incorporated therein by reference, each in force and effect from time to time between the Parties (collectively, the “Master Agreement”) and as amended and supplemented by this Confirmation; provided that, in the case of any conflict between this Confirmation and the Master Agreement, this Confirmation will govern. The definitions and provisions contained in the Master Agreement are incorporated into this Confirmation, except as otherwise modified herein. This Confirmation and the Master Agreement, including any appendices, exhibits or amendments thereto, shall collectively be referred to as the “Agreement” and will constitute a single agreement between the Parties.

Product: CAISO Energy
Contract Price ($/MWh): As described in Exhibit A
Contract Quantity (MW): As described in Exhibit A
Delivery Period: and as further described in
Delivery Point:
 NP 15 EZ Gen Hub
Scheduling:

The Product will be scheduled to Buyer on a Day-Ahead basis using an Inter-SC Trade (IST) in accordance with Section 4 below.

1. PRODUCT.

1.1 Seller Delivery Obligation. Throughout the Delivery Period, Seller shall sell and deliver or make available, or cause to be sold and delivered or made available to Buyer, the Contract Quantity of Product in accordance with the terms and conditions of this Confirmation.

1.2 Change in Law. If due to any action by the CPUC or any Governmental Authority, or any change in Applicable Law (a “Change in Law”) occurring after the Effective Date that results in material changes to Buyer’s or Seller’s obligations with regard to the Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel
CAISO IST Template
2 Product sold hereunder and that has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the implementation of this Confirmation becomes impossible or impracticable, the Parties shall work in good faith to try and revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of Product sold hereunder in order to maintain the original intent of the Parties under this Confirmation.

2. DELIVERY. This Confirmation shall be in full force and effect as of the Effective Date.

The terms set forth herein shall apply from the Start Date through the End Date, which entire period will comprise the Delivery Period. This Confirmation shall terminate on the date on which both Parties have completed the performance of their obligations hereunder, unless earlier terminated pursuant to the terms hereof.

3. MONTHLY BILLING SETTLEMENT.

3.1 Payment. For each month during the Delivery Period, Buyer will pay Seller an amount equal to the Contract Price multiplied by the applicable Contract Quantity delivered and scheduled in such month in accordance with this Confirmation.

3.2 Invoicing and Payment. Invoicing and payment for Product delivered to Buyer shall be in accordance with Article 6 of the Master Agreement and Buyer shall pay such invoices in accordance with the Master Agreement and this Confirmation.

3.3 Email Delivery of Invoices. Seller’s invoices prepared in accordance with Article 6 of the Master Agreement may be delivered by email from Seller to Buyer. 4 SCHEDULING.

4.1 Scheduling. Seller will perform all scheduling requirements applicable to the transaction(s) contemplated under this Confirmation. All scheduling shall be performed consistent with all applicable CAISO and WECC prevailing protocols, and in accordance with Generally Accepted Utility Practice.

4.2 Inter-SC Trades. Seller will schedule the Product to Buyer’s Scheduling Coordinator on a Day-Ahead basis using an Inter-SC Trade. Before the deadline for submission of ISTs in the Day-Ahead Market, Seller and Buyer shall submit and match, or cause their SCs to submit and match, a Physical Trade “from” Seller’s SC “to” Buyer’s SC at the Delivery Point. Such Physical Trade shall specify the MW amounts for the time periods as set forth in the Day-Ahead Schedule submitted by Seller to the CAISO in the Day-Ahead Market. Such Physical Trades shall be entered in the Day-Ahead Market. With regard to such Physical Trades, Buyer shall perform (or cause to be performed) such actions as necessary to submit and validate a Physical Trade by the “to” SC, and Seller shall perform (or cause to be performed) such actions as necessary to match and validate a Physical Trade by the “from” SC in a Physical Trade. “Day-Ahead” and “Physical Trade” have the meaning set forth in the CAISO Tariff.

5. DEFINITIONS.

Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel
CAISO IST Template
3 Definitions Applicable to this Transaction. For the purposes of this Confirmation, the following terms shall have the following meanings:
(a) “CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
(b) “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 the only excuse for failure to deliver or receive is an Uncontrollable Force. Terms that are capitalized, but not defined in this definition shall have the meaning ascribed to them in the CAISO Tariff.
(c) “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, supplemented or replaced by CAISO from time to time. (d) “Change in Law” has the meaning set forth in Section 1.2 hereof. (e) “Energy” means electrical energy, measured in MWh.
(f) “Generally Accepted Utility Practice” means a practice established by the Western 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 federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement. (h) “Holiday” means any day designated as a holiday by NERC. (i) “Inter-SC Trade” or “IST” has the meaning set forth in the CAISO Tariff. (j) “MW” means megawatt.
(k) “MWh” means megawatt-hour.
(l) “Product” has the meaning set forth on page 1 of this Confirmation. (m) “Off-Peak” hours means Mondays through Saturdays hours ending (HE) 0100-0600 and HE 2300-2400 PPT, and all day Sundays and Holidays. (n) “On-Peak” or “Peak” hours means HE 0700-2200 PPT Mondays through Saturdays, excluding Holidays.

Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel
CAISO IST Template
4 (o) “Super -Peak” hours means HE 1700-2200 PPT Mondays through Sundays and including Holidays.

6. ADDITIONAL TERMS.

6.1 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.

6.2 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 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.

This Confirmation is subject to the Exhibits identified below and attached hereto:

Exhibit A – Contract Quantity and Price Schedule
Exhibit B – Notices
[Signatures appear on the following page.]
Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel
CAISO IST Template
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

Citadel Energy Marketing LLC Silicon Valley Clean Energy Authority, a By Citadel Advisors LLC, its Manager California joint powers authority By: By:

Name: Name:

Title: Title:

Date: Date:

October 10, 2024
Uvis Kalnins
Authorized Signatory
Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Monica Padilla
CEO
10/11/2024
Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel
x DocuSigned by:

UwS Wvui/cS
8ED22EA2FECD4AB...

DocuSigned by:
573FC104110B4C0...

CAISO IST Template
Exhibit A - 1

EXHIBIT A

CONTRACT QUANTITY AND CONTRACT PRICE SCHEDULE
Year
Delivery
Period
On-Peak
MW Off-Peak MW MWh $/MWh

Total Contract
Volume:

Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel

CAISO ENERGY TEMPLATE
Exhibit B - 1

EXHIBIT B

NOTICES
Counterparty Silicon Valley Clean Energy Authority
All notice information for Counterparty
will be as set forth on the Cover Sheet to
the Master Agreement unless otherwise
set forth below.

All notice information for SVCE will be
as set forth on the Cover Sheet to the
Master Agreement unless otherwise set
forth below.

All Notices:

Attn:

Phone:

E-mail
Duns:

Federal Tax ID Number:

All Notices:

Invoices:

Attn:

Phone:

E-mail:

Scheduling:

Attn:

Tel: (DA CAISO Desk)
Tel: (Real Time Desk)
Email:

Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel
Exhibit B - 2

Wire Transfer:

BNK:

ABA:

ACCT:

Credit and Collections:

Attn:

Phone:

E-mail:

Defaults:

Attn:

Phone:

E-mail:

Additional notices of an Event of Default
to:

Address:

Attn:

Email:

Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel
Exhibit B - 3

Docusign Envelope ID: 48BFEA44-BCA8-4269-808B-31D9CB29EE65 Docusign Envelope ID: B91DC9E5-106F-4EB0-8F1C-EF928E1E86D8 Appendix A Citadel

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SNCL_00397
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This confirmation (“Confirmation”) confirms the transaction between City of Santa Clara, a chartered California municipal corporation, dba Silicon Valley Power (“Purchaser”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Seller”), and each individually a “Party” and together the “Parties”, dated as of the last dated signature on the signature page hereto (the “Confirmation Effective Date” or “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). The Confirmation includes Appendices A, B, and C which are attached hereto and incorporated herein. This Transaction is governed by the WSPP Agreement dated September 11, 2023 (the “WSPP Agreement”). The WSPP Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”. The Agreement contains the entire agreement of the Parties with respect to the Transaction, and no agreement, statement or promise made by either Party which is not contained herein, shall be valid or binding with respect to this Transaction. No amendment or modification to this Confirmation shall be enforceable except through a Documentary Writing executed by both Parties. Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the WSPP Agreement or the Tariff or in the CPUC Decisions (defined herein below). In the event of a conflict between the provisions of the WSPP Agreement and this Confirmation, this Confirmation shall control.

ARTICLE 1

RESOURCE ADEQUACY CAPACITY PRODUCT
Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are defined in Appendix B.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). (b) Seller will deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the LRA, CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff, LRA and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
2 each day of such Showing Month will equal the Expected Contract Quantity, less any excused deductions to the Contract Quantity in the case of Flexible RA Capacity for excused reductions in Unit EFC.
(d) Seller shall sell and deliver from a Shown Unit that meets requirements set forth in Appendix B. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel or be a nuclear generating facility. A Shown Unit must be a specific resource that is connected directly to the CAISO Balancing Authority Area or under the operational control of CAISO. A Shown Unit may not be an unspecified import.

Seller will identify the Shown Unit(s) and Expected Contract Quantity by providing Purchaser with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. (e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Purchaser’s instruction to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period.

Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the LRA, 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. Purchaser will have received the Contract Quantity if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Expected Contract Quantity if Purchaser fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the LRA, CPUC or CAISO.
(g) The Shown Unit must not have characteristics that would trigger the need for Purchaser or Seller to file an advice letter or other request for authorization with the CPUC or for Purchaser to make a compliance filing pursuant to California Public Utilities Code Section 380.1
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 DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
3 (h) Excused Reductions in Unit EFC: Unless the Parties have designated this Section

2.1(h) as “Not applicable”, if the Product includes FCR Attributes, then Seller’s failure to deliver any of the Contract Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Effective Date as determined by CAISO and Seller has provided notice of such reduction to Purchaser by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s failure is excused will equal (i) the Contract Quantity of FCR Attributes for such day multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Effective Date, divided by (iii) the Unit EFC as of the Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Contract Quantity of FCR Attributes for such day from the Shown Unit.

2.2 Purchaser’s Remedies for Seller’s Failure to Deliver Expected Contract Quantity (a) If Seller fails to deliver any part of the Expected Contract Quantity as required herein for any Showing Month, Seller is liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein. (b) Seller agrees to indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, including Environmental Costs, assessed against Purchaser by the LRA, 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 applicable Tariff that identify Purchaser’s right to the Expected Contract Quantity purchased hereunder for each day of the Delivery Period. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Purchaser for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.

2.3 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

2.3(a). For any such a resale, Resource Adequacy Plan of Purchaser as used herein will refer to the Resource Adequacy Plan of Subsequent Purchaser. Seller will, or will cause the Unit’s SC, to follow Purchaser’s instructions with respect to providing such resold Product to Subsequent Purchasers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Purchasers to use such resold Product in a manner consistent with DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
4 Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Purchaser for the same amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product.
(b) Purchaser will notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two Business Days before the Notification Deadline for the Showing Month. Purchaser will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month.

2.4 Seller’s Option to Provide Alternate Capacity
If Seller is unable to provide the full Expected Contract Quantity for a Showing Month for any reason, including, without limitation, as provided in Section 2.1, or Seller desires to provide some or all of the Expected Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Purchaser, provide Purchaser with replacement Product from one or more replacement units having the same Capacity Attributes 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 (each such unit, a “Replacement Unit”) in an amount such that the total amount of Product provided to Purchaser from the Unit and any Replacement Unit(s) for each Showing Month is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Purchaser in writing of its intent to provide Alternate Capacity and shall identify Replacement Units from which such Alternate Capacity shall be provided and that (i) have the same Capacity Attributes of the Units originally identified in Appendix B, (ii) are accepted by the CAISO, and (iii) otherwise satisfy the requirements of this Confirmation, no later than the Notification Deadline for Purchaser’s Compliance Showings related to such Showing Month; (b) Seller shall, or shall cause the SC to submit a Supply Plan for each Showing Month and, if applicable, annual filing, no later than the Notification Deadline for Purchaser’s Compliance Showings;
(c) if Seller does not comply with the requirements of Sections 2.3(a) and (b) for the applicable Showing Month and, if applicable, annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product; and
(d) The designation of any Replacement Unit(s) by Seller shall be subject to Purchaser’s prior written approval, which shall not be unreasonably withheld.

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
5 Once Seller has identified in writing any Replacement Units that meet the requirements of this Section 2.4 and Purchaser has approved such Replacement Units as consistent with this Confirmation, then any such Replacement Units shall be deemed a Unit for purposes of this Confirmation for that Showing Month. Purchaser’s approval of a Replacement Unit as to a given Showing Month shall not be construed as approval of such Replacement Unit for any subsequent Showing Month.

ARTICLE 3

PAYMENTS

3.1 Payment
Purchaser shall pay Seller for the Product in the amount of Monthly RA Capacity Payment by the later of (i) ten (10) calendar days after Purchaser’s receipt of Seller’s invoice; and (ii) the twentieth (20th) day of the Showing Month, and if such day is not a Business Day, the next following Business Day 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 at the time of the CAISO filing for such Showing Month.

3.2 Allocation of Other Payments and Costs
(a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Purchaser under the WSPP Agreement.
(b) Purchaser is to receive and retain all revenues associated with the 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 must promptly report receipt of any such revenues to Purchaser. Seller must pay to Purchaser any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Purchaser may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement. (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
6 Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

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

4.2 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Purchaser and Seller will take all commercially reasonable actions and execute all documents or instrumentsreasonably necessary to ensure Purchaser’s rights to the Expected Contract Quantity for the sole benefit of Purchaser or any Subsequent Purchaser.

Such commercially reasonable actions shall include, without limitation cooperating with and providing, and in the case of Seller causing each Shown Unit’s Scheduling Coordinator, owner, or operator to cooperate with and provide, requested supporting documentation to the CAISO, the CPUC, the LRA or any other Governmental Body responsible for administering the applicable Compliance Obligations under Applicable Laws, including to demonstrate that the Expected Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to qualify as RA Capacity, pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction.

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

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Purchaser throughout the Delivery Period that:
(a) no part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
7 (b) the Unit qualifies under the Tariff for the Product, and the Unit and Seller are capable of delivering the Product;
(c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Unit during the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit;
(d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser; and
(e) Seller has notified or will notify the Unit’s SC that Purchaser is entitled to the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues.

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

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

ARTICLE 5

COLLATERAL REQUIREMENTS
Notwithstanding any other provision of the Agreement, Section 27 of the WSPP Agreement is not applicable to this Transaction, and credit support is not required for either Party under this Confirmation.

ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 Termination Payment
For this Transaction, the following is inserted as a penultimate paragraph in Section 22.2(b) of the WSPP Agreement:
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
8 to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section 9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”

6.2 Confidentiality
Notwithstanding Section 30.1 of the WSPP Agreement, (i) Purchaser may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose to a Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information to the independent evaluator or other administrator of any competitive solicitation process of Purchaser, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Purchaser may disclose information to any Subsequent Purchaser.

Each of the Parties acknowledge that the other Party is a public agency subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Each Party (the “Receiving Party”) acknowledges that the other Party (the “Disclosing Party”) may submit information to the Receiving Party that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Contract (“Requestor”) for production, inspection and/or copying of information designated by a Disclosing Party as Confidential Information, the Receiving Party as soon practical but within three (3) Business Days of receipt of the request, shall notify the Disclosing Party that such request has been made, by telephone call, letter sent via email and/or by US Mail to the address provided in Appendix C. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor's demand and is not required to defend against it.

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

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
SNCL_00397
9 6.4 Change in Law
If any action by the CPUC, CAISO or any governmental body having jurisdiction, or any change in applicable law, occurring after the Confirmation Effective Date (a “Change in Law”) results in (i) material changes to Purchaser’s or Seller’s obligations with regard to the Products sold hereunder, (ii) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the performance of this Confirmation becomes impracticable, or (iii) changes the Resource Adequacy Requirements such that the Product can no longer be counted towards Purchaser’s Resource Adequacy Requirements, the Parties shall work in good faith to try and revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of Products sold hereunder in order to maintain the original intent.

6.5 Governing Law
For this Transaction, Section 13.1 of the WSPP Agreement is amended to change “FERC” to “FERC or the CPUC”, and Section 24 of the WSPP Agreement is amended to replace “Utah” with “California”.

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

6.7 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparty were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.
[Signatures appear on following page.]
DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
10 AGREED AS OF THE EFFECTIVE DATE:

City of Santa Clara, dba Silicon Valley
Power
Silicon Valley Clean Energy, a
California joint powers authority
By:

Name:

Title:

Date:

By:

Name:

Title:

Date:

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F CEO
10/11/2024
MonicaPadilla
Oct 21, 2024
Manuel Pineda
Chief Electric Utility Officer
DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
DocuSigned by:
573FC104110B4C0...
11 APPENDIX A

DEFINED TERMS
“Alternate Capacity” means any replacement Product which Seller has elected to provide to Purchaser in accordance with the terms of Section 2.4.
“CAISO” means the California ISO.
“Capacity Attributes” means attributes of the Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the LRA of competent jurisdiction over the LSE, or CPUC for an applicable Showing Month.
“Contract Quantity” means, with respect to any particular Showing Month of the Delivery Period, the amount of Product (in MW) set forth in Appendix B. Seller has agreed to provide to Purchaser from the Unit for such Showing Month.
“Contract Price” means the price to be paid by Purchaser to Seller the Product (in MW) as set forth in Appendix B.
“CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy.
“Delivery Period” means the period for Product delivery specified in Appendix B. “Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances.

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
12 “Expected Contract Quantity” means,with respect to any particular day of any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product for such day of such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity with respect to for such day, and (b) for Contingent Firm RA Product, the Contract Quantity of Product for such day of such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity with respect to for such day, less any reductions to Contract Quantity for such day specified in Section

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 Unit, any and all resource adequacy attributes of the Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations that can be counted toward an LSE’s FCR. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“LAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes (or other locational attributes related to system reliability), as they are identified by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the Unit within the CAISO Control Area, that can be counted toward LAR, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Unit is physically located or electrically interconnected. For clarity, it should be understood that if the CAISO, LRA, or other Governmental Body, defines new or re-defines existing local areas, then such change will not result in a change in payments made pursuant to this Transaction.
“LRA” means Local Regulatory Authority as defined in the Tariff. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “Monthly RA Capacity Payment” shall mean the calculation contained in Section 3.1 of this Confirmation.
“MW” means megawatt.
“Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month.

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
13 “Product” has the meaning set forth 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. “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.
“RAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes, as they are identified from time to time by the Tariff, CPUC Decisions, LRA, or any Governmental Body having jurisdiction that can be counted toward RAR, exclusive of any LAR Attributes and FCR Attributes.
“Replacement Unit” has the meaning set forth in Section 2.4 “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 specified by Seller in a Supply Plan. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser
“Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit described in Appendix B. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
14 APPENDIX B

UNIT INFORMATION, CONTRACT QUANTITY, AND CONTRACT PRICE Product:

During the Delivery Period, Seller shall provide to Purchaser and Purchaser shall sell, pursuant to the terms of this Confirmation, the Product in the amount of the Contract Quantity of (i) RAR Attributes and, if applicable, LAR Attributes, and (ii) FCR Attributes, and the Contract Quantity shall be either a Firm RA Product or a Contingent Firm RA Product, as specified below (the “Product”). The Product does not confer to Purchaser any right to the electrical output from the Units, other than the right to include the Product associated with the Contract Quantity, as applicable, and any other capacity or resource adequacy markets or proceedings as specified in this Confirmation. Specifically, no energy or ancillary services associated with any Unit is required to be made available to Purchaser as part of this Transaction and Purchaser shall not be responsible for compensating Seller for Seller's commitments to the CAISO required by this Confirmation. Seller retains the right to sell, pursuant to the Tariff, any RA Capacity from a Unit that is in excess of Contract Quantity and any RAR Attributes, LAR Attributes, or FCR Attributes not otherwise transferred, conveyed, or sold to Purchaser under this Confirmation.

RAR Attributes
Seller shall sell Purchaser and Purchaser shall buy the RAR Attributes of the Product from the Unit in the amount of the Contract Quantity
LAR Attributes
Seller shall sell Purchaser and Purchaser shall buy the LAR Attributes of the Product from the Unit in the amount of the Contract Quantity.

Flexible RA Product
Seller shall sell Purchaser and Purchaser shall buy FCR Attributes from the Unit in the amount of the applicable Contract Quantity.

Firm RA Product:

Seller shall sell Purchaser and Purchaser shall buy the Firm RA 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 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Purchaser with the Contract Quantity and has failed to supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period, the Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 2.5.

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
15 Contingent Firm RA Product:

Seller shall sell Purchaser and Purchaser shall buy Contingent Firm RA Product from the Unit in the amount of the Expected Contract Quantity. If the Unit is not available to provide the full amount of the Expected Contract Quantity as a result of any adjustment of the Expected Contract Quantity of any 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 Expected 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 Expected Contract Quantity during such period pursuant to Section 2.3. If the Unit is not available to provide the full amount of the Expected 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 Expected 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, Seller shall be liable for damages and/or required to indemnify Purchaser for penalties or fines pursuant to the terms of Section 2.5.

Additional Product Information (fill in all that apply):

CAISO Zone: NP15
MCC Bucket: ________________________________________________________ CPUC Local Area (if applicable): _________________
Flexible Capacity Category (if applicable): ______________ Delivery Period:

Contract Quantity and Contract Price:

Showing Month
and Year
RAR Contract
Quantity (MW)
Contract Price
($/kW-mo.)
DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
KI
16 Unit 1
Unit Specific Information
Resource Name High Desert Power Project Aggregate
Physical Location Victorville, CA
CAISO Resource ID HIDSRT_2_UNITS
SCID of Resource TS30
Unit NQC by month (e.g., Jan=50,Feb=65): 830
Unit EFC by month (e.g., Jan=30, Feb=50) 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)
(Repeat for additional Units)
[Information for specific Shown Units may be provided after the Confirmation Effective Date pursuant to the Confirmation.]
DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
17 APPENDIX C

NOTICE INFORMATION
Seller: Silicon Valley Clean Energy Purchaser: City of Santa Clara dba Silicon Valley Power

DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
18 DocusignEnvelopeID:C2C11CAD-0F68-4712-8431-82E1AE49361F DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A Silicon Valley Power
2025WSPPCapacityProFormSantaClara
BuysSVCE_SNCL_00397
FinalAuditReport 2024-10-21
Created: 2024-10-18
By:

Status: Signed
TransactionID:
"2025WSPPCapacityProFormSantaClaraBuysSVCE_SNCL
_00397"History
Agreementcompleted.
2024-10-21-4:32:30PMGMT
DocusignEnvelopeID:EA952AF7-B417-404B-B29C-84B09E8F28A0 Appendix A
Q
Silicon Valley Power
Adobe Acrobat Sign
1 MASTER POWER PURCHASE AND SALE AGREEMENT

RESOURCE ADEQUACY CONFIRMATION LETTER

BETWEEN
TUMBLEWEED ENERGY, LLC (“PARTY A”)
AND
SILICON VALLEY CLEAN ENERGY AUTHORITY (“PARTY B”)
This confirmation letter (“Confirmation”) confirms the Transaction between Party A and Party B, which becomes effective on the date fully executed by both Parties (the “Effective Date”), in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in this Confirmation. Party A and Party B are each individually a “Party” and together the “Parties”. This Transaction shall be deemed to have been entered into pursuant to, and shall supplement, form a part of, and be governed by the terms and conditions of the form of Master Power Purchase and Sale Agreement published by the Edison Electric Institute and the National Energy Marketers Association (version 2.1 dated 4/25/00) (the “EEI Form”) as modified by the Cover Sheet in Annex A attached hereto and incorporated by reference (collectively, the “Master Agreement”). All provisions contained in or incorporated by reference in the EEI Form will govern this Agreement except as expressly modified herein or in Annex A, as if the Parties had executed such an agreement based on the EEI Form (as if modifications or elections specified in the Annex A were made on the Cover Sheet). The terms and conditions set forth herein shall constitute a “Transaction” under 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 or the Master Agreement have the meanings ascribed to them in the Tariff (defined herein). References to Sections are references to Sections of this Confirmation unless otherwise stated. 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. Appendices A, B, C, D and E and Annex A are incorporated into this Confirmation.

ARTICLE 1

TRANSACTION TERMS
Seller: Party A – Tumbleweed Energy, LLC, a Delaware limited liability company Buyer: Party B – Silicon Valley Clean Energy Authority, a California joint powers authority Firm RA Product: The Product is the Capacity Attributes of the Unit as defined in Appendix B.

Seller shall provide Buyer 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 Buyer 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 Buyer for penalties or fines pursuant to the terms of Section 2.5.

Delivery Period:

DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
2 Contract Quantity and Contract Price: Contract Quantity, Contract Price and other specifics of the Product are set forth in Appendix B.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Firm RA Product
(a) For each Showing Month of the Delivery Period, Seller shall sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, the Contract Quantity of the Product from the Shown Unit(s). Seller’s obligation to deliver Contract Quantity of Product for each day included in the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the 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 Buyer and Subsequent Buyer(s), as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller shall cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller shall submit, or cause the Shown Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer or Subsequent Buyer(s) for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each Showing Month shall equal the Contract Quantity.
(d) Seller shall sell and deliver Product from a Shown Unit that meets the requirements set forth in Appendix B. In no event shall a Shown Unit utilize coal as a source of fuel or be a nuclear generating facility. 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 Contract Quantity by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month.
(e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan(s) with respect to any part of the Contract Quantity for the Shown Unit 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(s) 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 Buyer’s instructions, including Buyer’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period, has been accepted for the DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
3 Product from the Shown Unit by CAISO. Seller has failed to deliver the Product if (i) Buyer has elected to submit the Product from the Shown Unit in its or any Subsequent Buyer(s) Resource Adequacy Plan(s) and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan(s) 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 Contract Quantity for any Showing Month in such amount as instructed by Buyer for the applicable Showing Month. Seller shall not have failed to deliver the Contract Quantity if Buyer or Subsequent Buyer(s) fail or choose not to submit the Shown Unit and the Product in their Resource Adequacy Plan(s), as applicable, with the CPUC or CAISO.
(g) The Shown Unit must not have characteristics that would trigger the need for Buyer or Subsequent Buyer(s) to file an advice letter or other request for authorization with the CPUC or for Buyer or Subsequent Buyer(s) to make a compliance filing pursuant to California Public Utilities Code Section 380.

2.2 [Intentionally Omitted].

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, or Seller desires to provide some or all of the Contract Quantity for any day of a Showing Month from a different unit other than the Unit, then Seller may, at no cost to Buyer, provide Buyer with replacement Product from one or more Replacement Units in an amount such that the total amount of Product provided to Buyer 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 Buyer in writing of its intent to provide Alternate Capacity and shall identify the Replacement Unit(s) from which such Alternate Capacity shall be provided before the Notification Deadline for Buyer’s (and Subsequent Buyer’s) Compliance Showings related to such Showing Month; (b) The proposed Replacement Unit(s) must (i) be accepted by the CAISO, and (ii) otherwise satisfy the requirements of this Agreement;
(c) Seller shall, or shall cause the Replacement Unit’s SC to submit a Supply Plan for each Showing Month and, if applicable, annual filing, no later than the Notification Deadline;
(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 Unit(s) shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product; and
(e) The designation of any Replacement Unit(s) by Seller shall be subject to Buyer’s prior written approval, which shall not be unreasonably withheld.

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4 Once Seller has identified in writing any Replacement Unit(s) that meet the requirements of this Section 2.3 and Buyer has approved such Replacement Unit(s) as consistent with this Confirmation, then any such Replacement Unit(s) shall be deemed a Unit for purposes of this Confirmation for that Showing Month and any subsequent Showing Month.

2.4 Planned Outages
As of the Confirmation Effective Date, Seller and Buyer 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 Buyer with proposed changes to the Planned Outage Schedule from time to time; provided, Seller shall notify Buyer by the Notification Deadline applicable to a Showing Month of any Planned Outages that will be scheduled for such Showing Month. Within ten (10) Business Days after Buyer’s receipt of any Seller proposed changes, Buyer 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 Buyer’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

2.5 Buyer’s Remedies for Seller’s Failure to Deliver Contract Quantity (a) If Seller fails to deliver any part of the Contract Quantity as required herein for any Showing Month, Seller shall be liable for damages pursuant to Section 4.1 of the Master Agreement; provided, for this Transaction, the term “Buyer” as used in the definition of “Replacement Price” shall refer to “Buyer or any Subsequent Buyer(s)”.
(b) Seller shall indemnify, defend and hold harmless Buyer and Subsequent Buyer(s) from any penalties, fines or costs, including Environmental Costs, assessed against Buyer and Subsequent Buyer(s) by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product or a 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 shall Buyer or Subsequent Buyer(s) be required to use or change their utilization of their owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.

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

For any such a resale, the Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller shall, or shall cause the Shown Unit’s SC, to follow Buyer’s instructions with respect to providing DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
5 such resold Product to Subsequent Buyer(s), 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 Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer(s) due to the failure of Seller or the Shown Unit’s SC to comply with this Confirmation, Seller shall be liable to Buyer for the amounts set forth in Section 2.5. (b) If CAISO or CPUC develops a centralized capacity market, Buyer shall have the exclusive right to direct Seller or the Unit’s SC to offer, bid, or otherwise submit the Contract Quantity for re-sale into such market, and Seller and the Unit’s SC shall comply with Buyer’s direction and Buyer shall retain and receive all revenues from such re-sale.
(c) Buyer shall have the exclusive right to direct Seller or the Unit’s SC to offer, bid, or otherwise submit the Contract Quantity into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller and the Unit’s SC shall comply with Buyer’s direction and, to the extent that the CAISO designates the Contract Quantity as CPM Capacity, Buyer shall be entitled to retain and receive the CPM Capacity Payment. Unless otherwise instructed by Buyer, (i) Seller shall not, and shall cause the Unit’s SC to not, offer any portion of the Contract Quantity to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify Buyer of such designation, and if CAISO makes such a designation, Seller shall not, and shall cause the Unit’s SC to not, accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.

ARTICLE 3

PAYMENT

3.1 Payment
Buyer shall prepay Seller for monthly Product delivery on or before the later of (a) ten (10) Business Days after Buyer’s receipt of Seller’s invoice or (b) the fifteenth (15th) day of the month preceding each Showing Month for which Product will be delivered in accordance with Section

2.1; provided, however, if such day is not a Business Day, then payment shall be made on the following Business Day (the “Monthly RA Capacity Payment”). The Monthly RA Capacity Payment shall equal the product of (i) the applicable Contract Price for that Showing Month, (ii) the Contract Quantity expected to be delivered for the Showing Month and (iii) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the Monthly RA Capacity Payment shall be reduced to reflect any portion of the Contract Quantity that was not delivered during a prior Showing Month and for which Buyer previously made prepayment but that was not delivered in accordance with Section 2.1 for such prior Showing Month.

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6 3.2 Allocation of Other Payments and Costs
(a) Seller shall receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Shown Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Buyer must promptly report receipt of any such revenues to Seller. Buyer must pay to Seller any such amounts described in this Section 3.2(a) received by Buyer or a Subsequent Buyer. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it pursuant to this Section

3.2(a) against any amounts owed to Buyer under the Master Agreement. (b) Buyer is to receive and retain all revenues associated with the Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a). Seller shall promptly report receipt of any such revenues to Buyer.

Seller shall pay to Buyer any such amounts received by Seller, or a Shown Unit’s SC, owner, or operator. Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the Master Agreement.
(c) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.
(d) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller shall, or shall cause the Unit’s SC to, within one (1) Business Day of the time Seller receives notification from CAISO, notify Buyer and not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation.

ARTICLE 4

OTHER BUYER 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 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. Buyer is not liable for, and Seller shall indemnify and hold Buyer 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 Buyer’s Duties to Take Actions to Allow Product Utilization The Parties acknowledge that Buyer has entered into this transaction to use the Product toward meeting its respective Resource Adequacy Requirements as well as its mid-term reliability DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
7 requirements specified by the CPUC in CPUC Decisions 21-06-035 and 23-02-040. Seller and Buyer agree that throughout the Delivery Period they shall take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (a) Buyer’s rights to the Contract Quantity for the sole benefit of Buyer or any Subsequent Buyer and (b) that Buyer and any Subsequent Buyer may use the Contract Quantity to meet its Compliance Obligations and its mid-term reliability requirements. 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 and supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations and its mid-term reliability requirements, including (1) to demonstrate that the Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to satisfy RAR pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction, and (2) provision of a Supply Plan to the CAISO by Seller or its Scheduling Coordinator and sufficient information to allow for the submission of a complete Resource Adequacy Plan by Buyer’s (or Subsequent Buyer’s) Scheduling Coordinator (as such terms are defined in the CAISO Tariff). If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.

4.3 Seller’s Representations and Warranties
Seller represents and warrants to Buyer throughout the Delivery Period that:
(a) Seller owns or has the exclusive right to the Product sold under this Confirmation from the Shown Unit, and shall furnish Buyer, CAISO, CPUC or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right;
(b) No part of the Contract Quantity has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets during the Delivery Period; (c) The Shown Unit qualifies under the Tariff to provide the Product, and the Shown Unit and Seller are capable of delivering the Product;
(d) The Shown Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, and is under the control of CAISO;
(e) The aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit during the Delivery Period does not exceed the Shown Unit’s Net Qualifying Capacity and, if applicable, the Shown Unit’s Effective Flexible Capacity, for that Shown Unit;
(f) 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 Buyer;
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8 (g) Seller has notified or will notify the Shown Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b) above, and that such Shown Unit’s SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues;
(h) The Unit is not listed on the baseline lists of resources published by the CPUC on August 24, 2021 and September 2, 2022, which, as of the Confirmation Effective Date, are available at: https://www.cpuc.ca.gov/-/media/cpuc-website/divisions/energy-division/documents/integrated-resource-plan-and-long-term-procurement-plan-irp-ltpp/d2106035_baseline_gen_list.xlsx and https://www.cpuc.ca.gov/-/media/cpuc-website/divisions/energy-division/documents/integrated-resource-plan-and-long-term-procurement-plan-irp-ltpp/d2106035_baseline_gen_list_20220902.xlsx; (i) The Product shall include the exclusive right to claim the Contract Quantity of Product from the Unit as an incremental resource capable of providing mid-term reliability bridge capacity for purposes of CPUC Decision 21-06-035 and Decision 23-02-040;
(j) Seller has not and will not sell, assign or transfer the right to claim procurement of the Contract Quantity of Product from the Unit as an incremental resource capable of providing mid-term reliability bridge capacity for purposes of CPUC Decision 21-06-035 and Decision 23-02-040 during the Delivery Period to any other person or entity;
(k) Seller understands that Buyer is using the Contract Quantity of Product as mid-term reliability bridge capacity for the term of this Agreement, that Buyer will be showing the Contract Quantity of Product to the CPUC for compliance as mid-term reliability bridge capacity for purposes of D.21-06-035 and D.23-02-040, and that Seller has not shown, nor will show, for mid-term reliability compliance under D.21-06-035 and D.23-02-040 the Contract Quantity of Product for the term of this Agreement; and
(l) Upon reasonable request of Buyer, Seller will provide additional information and documentation to assist Buyer with compliance with CPUC requests for additional information for the Unit to meet the procurement mandates and mid-term reliability bridge capacity requirements set forth in CPUC Decision 21-06-035, Decision 23- 02-040, and CPUC guidance, and Seller will cooperate with Buyer to provide the requested information to the CPUC.

4.4 Market Based Rate Authority
Upon Buyer’s written request, Seller shall, in accordance with FERC Order No. 697, submit a letter of concurrence in support of any affirmative statement by Buyer that this contractual arrangement does not transfer “ownership or control of generation capacity” from Seller to Buyer as the term “ownership or control of generation capacity” is used in 18 CFR Section 35.42. Seller DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
9 shall not, in filings, if any, made subject to Order Nos. 652 and 697, claim that this contractual arrangement conveys ownership or control of generation capacity from Seller to Buyer.

ARTICLE 5

HOLDBACK AND SUBSTITUTE CAPACITY
No later than two (2) Business Days before the relevant deadlines for the Compliance Showings applicable to that Showing Month, Buyer may request in writing that Seller not list, or cause the Unit’s Scheduling Coordinator not to list, in the Unit’s Supply Plan a portion or all of the Contract Quantity for any portion of such Showing Month (“Hold-Back Capacity”). Following Buyer’s request for Hold-Back Capacity, Buyer may request, in writing, that Seller make the previously requested Hold-Back Capacity available for Buyer’s or Subsequent Buyer’s use as RA Substitute Capacity within the respective Showing Month. Such request shall be received by Seller no later than one (1) Business Day prior to the first day for which Buyer seeks to use such RA Substitute Capacity. The portion of the Contract Quantity that is the subject of Buyer’s request for Hold-Back Capacity shall be deemed Contract Quantity delivered consistent with Section 2.1 for purposes of calculating a Monthly RA Capacity Payment pursuant to Section 3.1 and calculating any amounts due pursuant to Section 3.2. Seller shall, or shall cause the Unit’s Scheduling Coordinator to, comply with Buyer’s request under this Article Five; provided, to the extent Seller is unable to provide the requested RA Substitute Capacity from the Unit due to a forced outage of the Unit, including as a result of a Force Majeure, the Hold-Back Capacity that is not able to be used by Buyer as RA Substitute Capacity shall not be deemed Contract Quantity delivered consistent with Section 2.1 for purposes of calculating a Monthly RA Capacity Payment pursuant to Section 3.1.

ARTICLE 6
ADDITIONAL MASTER AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 Confidentiality
Notwithstanding Section 10.11 of the Master Agreement, (i) Buyer or Subsequent Buyer(s) may disclose information in order to support their Compliance Showings or otherwise show they have met their Compliance Obligations; (ii) Seller may disclose to a Shown Unit’s SC or as necessary for Supply Plans; and (iii) Buyer may disclose information to any Subsequent Buyer.

6.2 Dodd-Frank Act
Without limiting Section 10.10 of the Master Agreement, Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).

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10 6.3 Change in Law
If any action by the CPUC, CAISO or any Governmental Body having jurisdiction results in any change in applicable law occurring after the Effective Date that (i) has the effect of changing the transfer and sale procedure set forth in this Confirmation so that the implementation of this Transaction becomes impossible or impracticable, or (ii) changes the Resource Adequacy Requirements such that the Product can no longer be counted towards Buyer’s or Subsequent Buyer’s Compliance Obligations (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 Product sold hereunder in order to maintain the original intent. If, within thirty (30) days’ after initiating discussions to revise this Confirmation in accordance with the preceding sentence (“Negotiation Period”), the Parties have not agreed upon any such revision, then, to the extent practicable and lawful, the Parties shall perform their respective obligations hereunder in accordance with the Resource Adequacy Requirements, CAISO Tariff or other applicable laws, regulations or rules prior to the Change in Law; provided, however, that notwithstanding the foregoing or anything to the contrary herein, neither Party shall be obligated to perform any obligation hereunder (other than payment obligations) to the extent that doing so would cause such Party to be materially adversely affected. Notwithstanding the foregoing, if the Change in Law results in the Product transferred or to be transferred hereunder (or the Parties' respective obligations with respect thereto) not satisfying Buyer’s or Subsequent Buyer’s Compliance Obligations, and following the Negotiation Period, the Parties cannot reach agreement on amendments to this Confirmation or other agreed measures such that the Product does satisfy Buyer’s or Subsequent Buyer’s Compliance Obligations, then either Party may terminate this Confirmation within thirty (30) days after the Negotiation Period upon written notice to the other Party, which shall be effective the next Business Day after such notice is received, and any such termination shall be without liability to either Party; provided, Buyer shall remain liable to Seller to the extent Seller, in performing its obligations hereunder, has made any commitments to the CAISO prior to receipt of Buyer’s written notice of termination that cannot be rescinded without Seller incurring penalties or other charges. Any termination in accordance with this Section shall be without liability of either Party to the other (including any Termination Payment) from the termination date as a result of such termination; provided, no Event of Default shall have occurred and be continuing at the time of such termination; provided, further, for greater certainty, each Party shall remain liable for any payments arising from performance (and non-performance) up to and including the termination date.

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

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11 ARTICLE 7

COLLATERAL REQUIREMENTS

7.1 Collateral Requirements
Notwithstanding anything herein or in the Master Agreement to the contrary, Performance Assurance shall not be required from either Party in connection with this Transaction. [signature page follows]
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12 AGREED AS OF THE EFFECTIVE DATE:

Tumbleweed Energy, LLC,
a Delaware limited liability company
Silicon Valley Clean Energy Authority,
a California joint powers authority
By:

Name:

Title:

Date:

By:

Name:

Title:

Date:

DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 MonicaPadilla
10/24/2024
CEO
James Preedy
VP, Energy Management
Oct 25, 2024
DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 docu^ignfetT6y:T ’
fa/iLIa
Appendix A Tumbleweed Energy, LLC
13 APPENDIX A

DEFINED TERMS
“Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Projects, the California RPS, or the terms of the Agreement.
“Alternate Capacity” means replacement Product which Seller has elected to provide to Buyer in accordance with the terms of Section 2.3.
“CAISO” means the California Independent System Operator. “CAISO 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.
“Capacity Attributes” means attributes of the Unit that may be counted toward Compliance Obligations and mid-term reliability requirements established in CPUC Decisions 21-06-035 and D.23-02-040, 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 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 Showings” means the applicable LSE’s compliance with the Resource Adequacy Requirements of the CPUC for an applicable Showing Month. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings by the CPUC related to the Resource Adequacy Requirements.
“Effective Flexible Capacity” or “EFC” has the meaning given in CAISO’s FERC-approved Tariff.
“Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
14 credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances. “Firm RA Product” has the meaning set forth in Article 1. “Flexible Capacity Requirements” or “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 Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local Resource Adequacy Requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “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. “MTR Attributes” means Buyer’s right to claim the Capacity Attributes towards its mid-term reliability requirements established in CPUC Decisions 21-06-035 and D.23-02-040, including that such resource is incremental to the CPUC’s baseline list. “MW” means megawatt.
“Net Qualifying Capacity” or “NQC” has the meaning given in the Tariff. “Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Outage” means disconnection, separation, or reduction in the capacity of any Unit that relieves all or part of the offer obligations of the Unit consistent with the Tariff. For the avoidance of DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
15 doubt, Outage shall be deemed to include Planned Outage. “Planned Outage” means 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/or FCR Attributes, for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications contained in this Confirmation, including 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 Buyer under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Buyer 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. “RA Substitute Capacity” is defined in the Tariff.
“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 unit that provides equivalent RAR Attributes, LAR Attributes and FCR Attributes identified in Appendix B, including MTR Attributes, hourly availability, the same Slice-of-Day hourly NQC showing profile and related characteristics as the Unit, and otherwise meeting the requirements specified in Section 2.3, unless Buyer agrees to accept a Replacement Unit with non-equivalent attributes. 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 and 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. “Scheduling Coordinator” or “SC” is defined in the Tariff.

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16 “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means a Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan, but not necessarily identified by Seller to Buyer on the Effective Date.
“Slice-of-Day” has the meaning set forth in the CPUC Decisions. “Subsequent Buyer” means the purchaser of Product from Buyer in a re-sale of Product by Buyer. “Unit” means the generation unit described in Appendix B and any Shown Unit. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

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17 APPENDIX B

PRODUCT AND UNIT INFORMATION
Product:

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

Additional Product Information (fill in all that apply):

Capacity Area: System
CPUC Local Area (if applicable): N/A
Flexible Capacity Category (if applicable): N/A
Contract Quantity and Contract Price
Showing Month and Year
Contract
Quantity (MW)
Contract Price
($/kW-mo.)

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18 Unit 1
Unit Information
Unit Resource Name Tumbleweed Energy Storage 2
CAISO Resource ID TUMBWD_2_WISBT4
Unit SCID TUMB
Unit NQC (MW) 75
Prorated Percentage of Unit Factor
Unit EFC (MW) 150
Prorated Percentage of Unit Flexible Factor
Resource Type NGR (Non-Generation Resource)
System/ Generic System
Mid-Term Reliability (MTR) Yes
Flexible RAR Category (1, 2 or 3) Flex Category 1
Path 26 (North or South) South
Local Capacity Area (if any, as of Confirmation
Execution Date) N/A
Deliverability restrictions, if any, as described
in most recent CAISO deliverability assessment None
Run Hour Restrictions None

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19 APPENDIX C

NOTICE INFORMATION
Party A: Tumbleweed Energy, LLC Party B: Silicon Valley Clean Energy Authority

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20 DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
21 APPENDIX D

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

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

Party A Tariff Tariff: Dated: Docket Number:

Party B Tariff Tariff: N/A
Article Two
Transaction Terms and Conditions [X] Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure
to Deliver or Receive
[X] Accelerated Payment of Damages. If not checked, inapplicable.

Article Five [] Cross Default for Party A: N/A
Events of Default; Remedies [] Party A: N/A Cross Default Amount: N/A [] Other Entity: N/A Cross Default Amount $ N/A
[] Cross Default for Party B: N/A
[] Party B: N/A Cross Default Amount: N/A
[] Other Entity: N/A Cross Default Amount $ N/A

5.6 Closeout Setoff
[X] Option A (Applicable if no other selection is made.) [] Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:
[] Option C (No Setoff)
Article 8
Credit and Collateral
Requirements

8.1 Party A Credit Protection:
(a) Financial Information:
[] Option A
[] Option B Specify:
[X] Option C Specify: N/A
(b) Credit Assurances:
[X] Not Applicable
[] Applicable
(c) Collateral Threshold:
[X] Not Applicable
[] Applicable
(d) Downgrade Event:
[X] Not Applicable
[] Applicable
(e) Guarantor for Party B: N/A
Guarantee Amount: N/A
DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
23 8.2 Party B Credit Protection:
(a) Financial Information:
[] Option A
[] Option B Specify:
[X] Option C Specify: N/A
(b) Credit Assurances:
[X] Not Applicable
[] Applicable
(c) Collateral Threshold:
[X] Not Applicable
[] Applicable
(d) Downgrade Event:
[X] Not Applicable
[] Applicable
(e) Guarantor for Party A: N/A
Guarantee Amount: N/A
Article 10
Confidentiality [X] Confidentiality Applicable If not checked, inapplicable.

Schedule M [] Party A is a Governmental Entity or Public Power System [X] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable
[] Add Section 8.4. If not checked, inapplicable
Other Changes Specify, if any: This Master Power Purchase and Sale Agreement incorporates, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.

ARTICLE ONE: GENERAL DEFINITIONS

1. Section 1.1 “Affiliate” is amended by adding the following sentence at the end of the definition:
“Notwithstanding the foregoing, the Parties hereby agree and acknowledge that, with respect to Party B, the public entities designated as members or participants under the Joint Powers Agreement creating Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.”

2. Section 1.4 “Business Day” is amended by deleting the first sentence and replacing it to read as follows:
“Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Holiday.

3. Section 1.12 “Credit Rating” is amended by deleting in the fourth line the word “issues” and replacing it with word “issuer”.

DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
24 4. Section 1.23 “Force Majeure” is amended by (i) inserting “or to obtain the Product at a more advantageous price or under more advantageous terms and conditions” after the word “hereunder” in the second sentence; (ii) inserting “or under more advantageous terms to a third party purchaser” after the phrase “Contract Price” in the second sentence; and (iii) inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two.”

5. Section 1.24 “Gains” is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

6. Section 1.26A is added as follows: “1.26A “Joint Powers Agreement” means that certain Joint Powers Agreement dated March 31, 2016, as amended from time to time, under which Party B is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.).”

7. Section 1.27 “Letters of Credit” is amended by deleting the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank.”

8. Section 1.30 “Moody’s” is amended by deleting “Investor Services” and replacing it with “Investors Service”.

9. Section 1.46 “Potential Event of Default” is deleted in its entirety in this section and in each other location where it is used.

10. Section 1.50 “Recording” is amended by deleting the reference to section “2.4” and replacing with “2.5”.

11. Section 1.51 “Replacement Price” is amended by (i) adding “for delivery” immediately before “at the Delivery Point” in the second line, and (ii) replacing “at Buyer’s option” with “absent a purchase” in the fifth line.

12. Section 1.52 “S&P” shall be amended by (i) deleting the words “Rating Group” from the first line and replacing with “Financial Services LLC” and (ii) by replacing the words in the parenthetical with “a subsidiary of McGraw-Hill Companies, Inc.”

13. Section 1.53 “Sales Price” is amended by: (i) deleting the phrase “at the Delivery Point” from the second line; (ii) deleting the phrase “at the Seller’s option” in the fifth line and replacing it with “absent a sale”; and (iii) inserting after the word “liability” in the ninth line the following: “provided, further, if the Seller is unable after using commercially reasonable efforts to resell all or a portion of the Product not received by the Buyer, the Sales Price with respect to such unsold Product shall be deemed equal to zero (0).”

14. Section 1.56 “Settlement Amount” is amended by inserting a semicolon before the period at the end of the section and inserting the phrase “provided, however, that if a Non-Defaulting Party’s Gains exceed its Losses and Costs, the Settlement Amount shall be deemed to be zero (0)” between the semicolon and the final period.

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

ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS

16. Section 2.1 is deleted in its entirety and replaced with the following: “A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties.

DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
25 Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.”

17. Section 2.3 is deleted in its entirety and replaced with the following:
“2.3 Confirmation. A Transaction shall be entered into only by a written confirmation in a form mutually agreeable to both Parties and signed by both Parties (“Confirmation”). Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Confirmations may not be amended or modified except by an instrument in writing signed by both of the Parties.”

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

19. Section 2.5 is deleted in its entirety and replaced with the following:
“2.5 Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence and secured from improper access; provided, however, that both Parties acknowledge and agree that any such Recording may not be submitted as evidence in any proceeding or action relating to this Agreement. Each Party waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees.” ARTICLE THREE: OBLIGATIONS AND DELIVERIES

20. Section 3.2 is amended by adding to the end thereof: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, including the generally applicable protocols, operating procedures and scheduling practices adopted pursuant to such tariffs, for the relevant region.” ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE

21. The following new Section shall be added as Section 4.3: “Section 4.3 Mitigation. Each Party has a duty to mitigate damages under this Agreement and will use commercially reasonable efforts to minimize any damages it may incur resulting from the other Party’s performance or nonperformance hereunder.”
ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES

22. Section 5.1(a) is amended by changing “three (3) Business Days” to “five (5) Business Days”.

23. Section 5.1(c) is amended by changing “three (3) Business Days” to “ten (10) Business Days”.

24. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) a representation or warranty with respect to the Defaulting Party’s financial statement that is false or misleading if such false or misleading statement is not remedied within five (5) Business Days after written notice; or”
DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
26 “(j) revocation or suspension by the Federal Energy Regulatory Commission of Party A’s authorization to make sales at market-based rates, and Party A is unable to reinstate such authorization within ninety (90) days.”

25. Section 5.2 is amended by: (i) reversing the placement of “(i)” and “to” in the third line; (ii) deleting the following phrase from the last two lines: “as soon thereafter as is reasonably practicable”; and (iii) adding the following to the end of that provision: “then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from the CPUC, CAISO, or any Governmental Body having jurisdiction, because Buyer or Subsequent Buyer is not able to include the applicable Contract Quantity to meet its Compliance Obligation, due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties, fines or costs and include this estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer shall promptly remit to Seller the excess amount. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained. The Gains and Losses for each Terminated Transaction shall be determined by the Non-Defaulting Party calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non-Defaulting Party may reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include dealers, brokers and other sources of market information. If the Non-Defaulting Party’s aggregate Gains exceeds its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Settlement Amount shall be zero, notwithstanding any provision in this Section or any provision in this Agreement to the contrary.”

26. Section 5.3 is amended by adding the phrase “plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security then in the possession of the Defaulting Party or its agent pursuant to Article 8,” after the first use of the phrase “due to the Non-Defaulting Party” in the sixth line.

27. Section 5.4 is amended by adding the following to the end thereof: “Notwithstanding any provision to the contrary contained in this Agreement, the Non-Defaulting Party shall not be required to pay to the Defaulting Party any amount under Article Five until the Non-Defaulting Party receives confirmation satisfactory to it in its reasonable discretion (which may include an opinion of its counsel) that all other obligations of any kind whatsoever of the Defaulting Party and any of its Affiliates to make any payments to the Non-Defaulting Party or any of its Affiliates under this Agreement or otherwise have been fully and finally performed.”
ARTICLE SIX: PAYMENT AND NETTING

28. Section 6.3 is amended by (i) deleting the words “twelve (12)” and inserting “twenty-four (24)” in the first, seventh and eighth sentences; and (ii) deleting the words “two (2)” and inserting the words “five (5)” in the fifth sentence.

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27 ARTICLE SEVEN: LIMITATIONS

29. Section 7.1 is amended by: (i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence; (ii) adding before the period at the end of the fifth sentence: “PROVIDED, HOWEVER, NOTHING IN THIS SECTION SHALL

AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS AGREEMENT EXPRESSLY

ALLOWING FOR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 AND 5.3.”; and (iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.” ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS

30. A new Section 8.4. “UCC Waiver,” is added as follows:
“8.4 UCC Waiver. Article Eight sets forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances in respect of the Transactions under this Agreement. Except as expressly set forth therein, neither Party:
(a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever, or (b) will have reasonable grounds for insecurity with respect to the creditworthiness of a Party that is complying with the relevant provisions of Article Eight of this Agreement; and (c) all rights, express or implied, relating to financial assurances arising from Section 2-609 of the Uniform Commercial Code or case law applying similar doctrines, are hereby waived.” ARTICLE TEN: MISCELLANEOUS

31. Section 10.2(vii) is amended by deleting the phrase “or Potential Event of Default”.

32. Section 10.2(iv) is amended by replacing the period at the end thereof with a semicolon.

33. Section 10.2(ix) is deleted in its entirety and replaced with the following:
“it is a “forward contract merchant” within the meaning of the Title 11 of the United States Code, as amended (the “Bankruptcy Code”), all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Codes, each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, and the Parties are entities entitled to the rights under, and protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code;”

34. Section 10.2 is further amended by replacing the period at the end of 10.2(xii) with a semicolon and adding the following after 10.2(xii):
“(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties; DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
28 (xiv) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) all transfers of Performance Assurance by one Party to the other Party, if any, under this Agreement constitute “margin payments”;
(xvi) each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions;
(xvii) Party A is an “eligible commercial entity” within the meaning of Section 1a (17) of the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000 (the “Commodity Exchange Act”); and
(xviii) it is an “eligible contract participant” within the meaning of Section 1a (18) of the Commodity Exchange Act.”

35. Section 10.6 is amended by (i) changing “NEW YORK” to “CALIFORNIA”, and (ii) deleting the second sentence in its entirety and replacing it with the following:
“EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

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

PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF

ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

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

HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY

SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS LOCATED IN

SAN FRANCISCO COUNTY, CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING

TO THIS AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY

OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.

The Parties intend for the above waiver to be enforced to the fullest extent permitted under applicable law as in effect from time to time. To the extent that the above waiver is not enforceable at the time that any action or proceeding is filed in a court of the State of California by or against any Party in connection with any of the transactions contemplated by this Agreement, then (i) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any Party, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) the Parties shall share equally all fees and expenses of any referee appointed in such action or proceeding.”

36. Section 10.8 is amended by (i) changing the words “parties” and “party” to “Parties” and “Party” in the third sentence and (ii) deleting the second to last sentence and replacing it with the following: “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations, the audit provisions of this Agreement shall survive the DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
29 termination of this Agreement for a period of twelve (12) months, and any applicable provisions of this Agreement shall continue in effect after termination to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination.”

37. Section 10.9 is amended by (i) inserting the words “copies of” after the word “examine” in line 2; and (ii) deleting the words, “twelve (12) months” and inserting “two (2) years”.

38. Section 10.10 is amended by adding the following after the last sentence of Section 10.10: “Each Party further agrees that, for purposes of this Agreement, the other Party is not a “utility” as such term is used in 11 U.S.C. Section 366, and each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort.”

39. Section 10.11 is amended to read as follows:

10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to this Master Agreement to a third party (other than the Party’s or the Party’s Affiliates employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index.

Party A and Party B acknowledge and agree that the Master Agreement and any Confirmations executed in connection therewith are subject to the requirements of the California Public Records Act (Cal. Government Code § 7920 et seq.). Party B acknowledges that Party A may submit information to Party B that Party A considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act. Party A acknowledges that Party B may submit to Party A information that Party B considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as Confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) to Party B pursuant to the California Public Records Act for production, inspection and/or copying of information designated by Party A as confidential information (such designated information, the “Confidential Information”), Party B will as soon as practical notify Party A in writing via email that such request has been made.

Party A shall be solely responsible for taking at its sole expense whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by Party B. If Party A takes no such action after receiving the foregoing notice from Party B, Party B shall, at its discretion, be permitted to comply with the Requestor’s request or demand and is not required to defend against it. If Party A does take or attempt to take such action, Party B shall DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
30 provide timely and reasonable cooperation to Party A, if requested by Party A, and Party A agrees to indemnify and hold harmless Party B, its officers, employees and agents (“Party B Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of Party B Indemnified Parties for Party B’s refusal to disclose any Confidential Information.”

40. The following new Section shall be added as Section 10.12:
“10.12 Imaged Documents. Any original executed Agreement, Confirmation, or other related document may be imaged and stored electronically (“Imaged Documents”). Imaged Documents may be introduced as evidence in any proceeding as if such were original business records. Neither Party shall object to the admissibility of the Imaged Documents on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.”

41. The following new Section shall be added as Section 10.13:
“10.13 Standard of Review/Modifications.
(a) Absent the prior mutual written agreement of all parties to the contrary, the standard of review for any proposed changes to the rates, terms, and/or conditions of service of this Agreement or any Transaction entered into thereunder, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the Mobile Sierra “public interest” standard of review set forth in Morgan Stanley Capital Group Inc. v. Public Utility District No. 1 of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008) and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, et al., v.

Maine Public Utilities Commission et al. No. 08-674, 130 S.Ct. 693 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard applies, to the maximum degree permitted under the NRG Order.
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing subsection (a).
(c) The Parties agree that in the event that any portion of this Section 10.13 is determined to be invalid, illegal or unenforceable for any reason, the provisions of subsections (a) and (b) shall be unaffected and unimpaired thereby, and shall remain in full force and effect, to the fullest extent permitted by applicable law.”
DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
31 42. The following new Section shall be added as Section 10.14:
“10.14 Party A’s Deliveries. Upon request, Party A shall provide to Party B (i) a certificate of good standing issued by the Delaware Secretary of State as of a recent date, (ii) resolutions of the managers, members, or other governing body, as applicable, of Party A approving the execution, delivery and performance of this Master Agreement and any Confirmations executed in connection therewith, and (iii) the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection herewith.”

43. The following new Section shall be added as Section 10.15:
“10.15 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. Counterparts may be delivered by electronic mail (including pdf or any electronic signature complying with the federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal. Civ. Code Section 1633.1, et seq.) or other applicable law) or other transmission method and any other counterpart so delivered shall have the same legal effect as an original. Without limiting the foregoing, a facsimile copy of this Agreement or copy of this Agreement sent via electronic mail in a portable document format (“PDF”) will be considered an original.”

44. The following new Section shall be added as Section 10.16:
“10.16 Generally Accepted Accounting Principles. Any reference to “generally accepted accounting principles” shall mean, with respect to an entity and its financial statements, generally accepted accounting principles, consistently applied, adopted or used in the jurisdiction of the entity whose financial statements are being considered for the purposes of this Agreement.” SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM

1. Paragraph A is amended by deleting the term “Act” and replacing it with the following:
“Act” means the Joint Exercise of Powers Act of California (Government Code § 6500 et seq.).

2. Paragraph D shall be deleted in its entirety and replacing with the following:
“3.4 Party B’s Deliveries. Upon request by Party A, Party B shall provide Party A (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party B of this Master Agreement and (ii) a certificate, signed by an officer of Party B and in form and substance reasonably satisfactory to Party A, certifying as to certain factual matters.

3. Paragraph F is deleted in its entirety.

4. Paragraph G is deleted in its entirety and replaced with the following:
“NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY.” DocusignEnvelopeID:EB30844D-8BB6-44EF-AFDE-5D109AEF9CD7 DocusignEnvelopeID:C2CE1E53-F6EA-4FD3-A5ED-DDFE4B6EC4F8 Appendix A Tumbleweed Energy, LLC
Tumbleweed-SVCEEEIRAAgreement

10.23_partial
FinalAuditReport 2024-10-25
Created: 2024-10-25
By:

Status: Signed
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CONFIRMATION LETTER FOR BILATERAL IMPORT CAPABILITY TRANSFER

BETWEEN
SILICON VALLEY CLEAN ENERGY AUTHORITY (“PARTY A”)
AND
PACIFIC GAS AND ELECTRIC COMPANY (“PARTY B”)
This confirmation letter (“Confirmation”) confirms the Transaction between Party A (“Buyer”) and Party B (“Seller”), which becomes effective on the date fully executed by both Parties (the “Confirmation Effective Date”), in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in Section 3 of this Confirmation. This Transaction is governed by the Master Power Purchase and Sale Agreement between the Parties, effective as of October 25, 2017, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex, and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”.

Capitalized terms used but not otherwise defined in this Confirmation have the meanings specified for such terms in the Master Agreement or the Tariff (defined below), as applicable. Section references herein are to this Confirmation unless otherwise noted.

1. Definitions

1.1 “Bilateral Import Capability Transfer” is the transfer of Remaining Import Capability from one Market Participant to another, as defined and described in the Tariff.

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

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

1.4 “CIRA” means the CAISO Customer Interface for Resource Adequacy.

1.5 “CIRA System Failure” means a disruption in transfer of Product caused solely by the CIRA System that is not within the control of, or the result of the negligence of, either Party and which could not have been avoided by the exercise of due diligence.

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

1.7 “Confirmation Effective Date” has the meaning specified in the introductory paragraph of this Confirmation.

1.8 “Contract Month” has the meaning set forth in Section 3.3 of this Confirmation.

1.9 “Contract Price” means the price, expressed in dollars per kW-month, specified for each Contract Month as set forth in the Contract Price Table in Section 4.1.

1.10 “Contract Quantity” means, with respect to the Contract Month, the amount of Product, expressed in MW set forth in the Contract Quantity Table in Section 3.3.

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

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1.12 “CPUC” means the California Public Utilities Commission.

1.13 “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. This definition does not include “market participant” as defined in the CAISO’s Business Practice Manual for Definitions and Acronyms as published on the CAISO website.

1.14 “Master Agreement” has the meaning specified in the introductory paragraph of this Confirmation.

1.15 “One-Time Payment” has the meaning specified in Section 4.1 of this Confirmation.

1.16 “Procurement Review Group” has the meaning set forth in CPUC Decision D. 02-08-071.

1.17 “Product” has the meaning specified in Section 3.1 of this Confirmation.

1.18 “Remaining Import Capability” means the quantity in MW of Total Import Capability assigned to a Load Serving Entity up to its Load Share Quantity after the assignment of Existing Contract Import Capability and Pre-RA Import Commitment Capability.

1.19 “Scheduling Coordinator” has the meaning set forth in the Tariff.

1.20 “Seller” has the meaning specified in the introductory paragraph of this Confirmation.

1.21 “Tariff” means the Fifth Replacement FERC Electric Tariff and the associated CAISO protocol provisions, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.

2. Term

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

2.2 Binding Nature
This Agreement shall be effective and binding as of the Confirmation Effective Date.

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3. Transaction

3.1 Product
Seller shall transfer to Buyer, in the manner set forth in Section 3.3, the Remaining Import Capability (the “Product”) corresponding to the Contract Quantity, for each day in each Contract Month, and at the applicable Contract Price.

3.2 Delivery Point
Branch Group Bilateral Import Capability Transfer
CAISO BG/MSL Name NOB_ITC

3.3 Delivery of Product
Seller shall transfer to Buyer, within five (5) Business Days following receipt of the One Time Payment, the Product in the amount of the Contract Quantity for the Contract Month(s) by registering the transfer with the CAISO as a Bilateral Import Capability Transfer, and completing any other action or documentation required by the CAISO to effect such transfer.

Contract Quantity: Seller shall transfer the Contract Quantity for each of the following months (each a “Contract Month”):

Contract Quantity Table
Contract Month
Reference
Contract Month and
Year
Contract
Quantity
(MW)
SCID of
Benefitting LSE
(Buyer to fill out)

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

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4. Payment

4.1 One-Time Payment
Buyer shall make a One-Time Payment for the Product. The One-Time Payment is to be received by Seller within five (5) Business Days following the Confirmation Effective Date. This “One Time Payment” is defined and calculated as follows:

One-Time Payment = ∑ (ܣ ௜x ܤ ௜x 1,000) ௞
௜ୀଵ
where: Ai = Contract Price i (in $/kW-month) for Contract Month i Bi = Contract Quantity i (in MW) transferred by Seller for Contract Month i k = Count of Contract Months
The One-Time Payment shall be rounded to two decimal places.

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

5. CIRA System Failure

5.1 If a Party is unable to transfer or receive Product due to a CIRA System Failure, the affected Party shall, within two (2) Business Days from its discovery of the CIRA System Failure, provide the other Party with Notice and full details identifying the cause of the CIRA System Failure. Each Party shall use reasonable efforts to cause transfer or receipt of the Product.

5.2 Neither Party’s failure to transfer or receive Product due solely to a CIRA System Failure constitutes an Event of Default or failure to deliver Product. In no event shall Buyer be obligated to pay for Product that it does not receive, nor shall Seller be required to pay damages to Buyer pursuant to Section 6.1, due solely to a CIRA System Failure.

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6. Damages for Failure to Deliver Product
If Seller fails to transfer to Buyer the Contract Quantity for any Contract Month in accordance with Section 3.3, then with respect to such Contract Month, Seller shall pay to Buyer damages in the amount of set forth in this Article Six as follows in lieu of damages specified in Section 4.1 of the Master Agreement:

For each Contract Month for which the Buyer has made a payment to Seller in accordance with Section 4.1 of this Confirmation, Seller shall pay to Buyer damages in the amount equal to (x) the applicable Contract Price multiplied by (y) the amount of Contract Quantity not delivered by Seller for that Contract Month, multiplied by (z) 1,000 kw/MW, for each Contract Month that Product was not transferred.

7. Confidentiality
Notwithstanding Section 10.11 of the Master Agreement, the Parties may disclose all terms and conditions of this Transaction to any Governmental Body, the CPUC, CAISO, and the Procurement Review Group; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Body, CAISO, or Scheduling Coordinator to further disclose such information. Notwithstanding the foregoing, the Parties may disclose the terms of this Confirmation to the CAISO to effectuate Seller’s delivery of product and the transfer of the Product and the CAISO may publicly disclose the transfer of the Product from Seller to Buyer as indicated in the Tariff promptly following Seller’s delivery of Product. In addition, if 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.

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

9. Counterparts
This Confirmation may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered by electronic mail (including pdf or any electronic signature complying with the federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal. Civ. Code Section 1633.1, et seq.) or other applicable law) or other transmission method and any counterpart so delivered shall have the same legal effect as an original.
[Signature page follows]
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Appendix A PG&E
Docusign Envelope ID: 353B2022-1E3FAF6B-BABD-78F9E569D3DA

ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE.

Silicon Valley Clean Energy Authority, a
California joint power authority
r
—DocuSigned by:

Name:

Monica Padilla
Title:

CEO
Date:
10/24/2024
Pacific Gas and Electric Company, a California
corporation, limited for all purposes hereunder to its
Electric Procurement and Electric Fuels Functions
Name:

Title:

Date:

Brelyn Grant
Portfolio Management Analyst. Senior
10/25/2024
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APPENDIX A

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

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DocusignEnvelopeID:353B2022-1E3F-4F6B-BABD-78F9E569D3DA Appendix A PG&E
1 WSPP RESOURCE ADEQUACY CONFIRMATION
This confirmation (“Confirmation”) confirms the transaction between Leapfrog Power, Inc., a Delaware corporation (“Purchaser”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Seller”), and each individually a “Party” and together the “Parties”, dated as of the last dated signature on the signature page hereto (the “Confirmation Effective Date” or “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). The Confirmation includes Appendices A, B, and C which are attached hereto and incorporated herein. This Transaction is governed by the WSPP Agreement dated September 11, 2023 (the “WSPP Agreement”). The WSPP Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”. The Agreement contains the entire agreement of the Parties with respect to the Transaction, and no agreement, statement or promise made by either Party which is not contained herein, shall be valid or binding with respect to this Transaction. No amendment or modification to this Confirmation shall be enforceable except through a Documentary Writing executed by both Parties. Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the WSPP Agreement or the Tariff or in the CPUC Decisions (defined herein below). In the event of a conflict between the provisions of the WSPP Agreement and this Confirmation, this Confirmation shall control.

ARTICLE 1

RESOURCE ADEQUACY CAPACITY PRODUCT
Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are defined in Appendix B.

ARTICLE 2

DELIVERY OBLIGATIONS AND ADJUSTMENTS

2.1 Sale and Delivery of Product
(a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). (b) Seller will deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation.
(c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the LRA, CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff, LRA and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
2 each day of such Showing Month will equal the Expected Contract Quantity, less any excused deductions to the Contract Quantity in the case of Flexible RA Capacity for excused reductions in Unit EFC.
(d) Seller shall sell and deliver from a Shown Unit that meets requirements set forth in Appendix B. In no event shall a Shown Unit utilize coal or coal materials as a source of fuel or be a nuclear generating facility. A Shown Unit must be a specific resource that is connected directly to the CAISO Balancing Authority Area or under the operational control of CAISO. A Shown Unit may not be an unspecified import.

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 LRA, 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. Purchaser will have received the Contract Quantity if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Expected Contract Quantity if Purchaser fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the LRA, CPUC or CAISO.
(g) The Shown Unit must not have characteristics that would trigger the need for Purchaser or Seller to file an advice letter or other request for authorization with the CPUC or for Purchaser to make a compliance filing pursuant to California Public Utilities Code Section 380.1
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: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
3 (h) Excused Reductions in Unit EFC: Unless the Parties have designated this Section

2.2 Reductions in Contract Quantity
(a) If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliverthe ContractQuantity for each Showing Month may be reduced at Seller’s option only in the event of a Planned Outage which exists with respect to any portion of the Unit generating capacity that prevents the Unit from supplying the full Contract Quantity of the Product, only by the amount of any Planned Outages which exist with respect to any portion of the Unit generating capacity during the applicable Showing Month; provided, (i) Seller notifies Purchaser by the Notification Deadline applicable to that ShowingMonth 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.

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;
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4 (b) The proposed Replacement Units must (i) be accepted by the CAISO, and (ii) otherwise satisfy the requirements of this Agreement;
(c) Seller shall, or shall cause the Unit’s SC to submit a Supply Plan that includes the Replacement Units for each applicable Showing Month and, if applicable, annual filing, no later than the Compliance Showing Deadline for Purchaser’s Compliance Showings; and
(d) If Seller does not comply with the requirements of Sections 2.3(a), (b) and (c) for the applicable Showing Month and, if applicable, annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product.

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

2.4 Planned Outages
As of the Effective Date, Seller and Purchaser have agreed to all Planned Outages as specified in Appendix D (“Planned Outage Schedule”) for all relevant Showing Months for the following calendar year, or until the end of the Delivery Period, whichever is shorter. Seller may provide Purchaser with proposed changes to the Planned Outage Schedule from time to time. Within ten (10) Business Days after Purchaser’s receipt of any Seller proposed changes, Purchaser shall notify Seller in writing of any reasonable requests for modifications to such Seller proposed changes, and Seller shall, to the extent consistent with Prudent Operating Practice, accommodate Purchaser’s requests regarding the timing of any Seller proposed changes to the Planned Outage Schedule.

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 is liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein. (b) Seller agrees to indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, including Environmental Costs, assessed against Purchaser by the LRA, 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 applicable Tariff that identify Purchaser’s right to the Expected Contract Quantity purchased hereunder for each day of the Delivery Period. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
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5 fines or costs, or fails to reimburse Purchaser for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement.

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

2.3(a). For any such a resale, Resource Adequacy Plan of Purchaser as used herein will refer to the Resource Adequacy Plan of Subsequent Purchaser. Seller will, or will cause the Unit’s SC, to follow Purchaser’s instructions with respect to providing such resold Product to Subsequent Purchasers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Purchasers to use such resold Product in a manner consistent with Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Purchaser for the same amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product.
(b) Purchaser will notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two Business Days before the Notification Deadline for the Showing Month. Purchaser will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month.

2.7 Seller’s Option to Provide Alternate Capacity
If Seller is unable to provide the full Expected Contract Quantity for a Showing Month for any reason, including, without limitation, as provided in Section 2.1, or Seller desires to provide some or all of the Expected Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller may, at no cost to Purchaser, provide Purchaser with replacement Product from one or more replacement units having the same Capacity Attributes 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 (each such unit, a “Replacement Unit”) in an amount such that the total amount of Product provided to Purchaser from the Unit and any Replacement Unit(s) for each Showing Month is not more than the Contract Quantity, provided that in each case:
(a) Seller shall notify Purchaser in writing of its intent to provide Alternate Capacity and shall identify Replacement Units from which such Alternate Capacity shall be provided and that (i) have the same Capacity Attributes of the Units originally identified in Appendix B, (ii) are accepted by the CAISO, and (iii) otherwise Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
6 satisfy the requirements of this Confirmation, no later than the Notification Deadline for Purchaser’s Compliance Showings related to such Showing Month; (b) Seller shall, or shall cause the SC to submit a Supply Plan for each Showing Month and, if applicable, annual filing, no later than the Notification Deadline for Purchaser’s Compliance Showings;
(c) if Seller does not comply with the requirements of Sections 2.3(a) and (b) for the applicable Showing Month and, if applicable, annual filing, then any such Replacement Units shall not be deemed a Replacement Unit for purposes of this Confirmation for that Showing Month and Seller shall not receive payment for such Product; and
(d) The designation of any Replacement Unit(s) by Seller shall be subject to Purchaser’s prior written approval, which shall not be unreasonably withheld.

Once Seller has identified in writing any Replacement Units that meetthe requirements of this Section 2.4 and Purchaser has approved such Replacement Units as consistent with this Confirmation, then any such Replacement Units shall be deemed a Unit for purposes of this Confirmation for that Showing Month. Purchaser’s approval of a Replacement Unit as to a given Showing Month shall not be construed as approval of such Replacement Unit for any subsequent Showing Month.

ARTICLE 3

PAYMENTS

3.2 Allocation of Other Payments and Costs
(a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
7 or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Purchaser under the WSPP Agreement.
(b) Purchaser is to receive and retain all revenues associated with the 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 must promptly report receipt of any such revenues to Purchaser. Seller must pay to Purchaser any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Purchaser may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement. (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation.
(d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay.

ARTICLE 4

OTHER PURCHASER AND SELLER COVENANTS

4.2 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Purchaser and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Purchaser’s rights to the Expected Contract Quantity for the sole benefit of Purchaser or any Subsequent Purchaser.

Such commercially reasonable actions shall include, without limitation cooperating with and providing, and in the case of Seller causing each Shown Unit’s Scheduling Coordinator, owner, or operator to cooperate with and provide, requested supporting documentation to the CAISO, the CPUC, the LRA or any other Governmental Body responsible for administering the applicable Compliance Obligations under Applicable Laws, including to demonstrate that the Expected Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
8 Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to qualify as RA Capacity, pursuant to the “deliverability” standards established by the CAISO or other Governmental Body of competent jurisdiction.

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

Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
9 ARTICLE 5

ARTICLE 6
ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS

6.1 Termination Payment
For this Transaction, the following is inserted as a penultimate paragraph in Section 22.2(b) of the WSPP Agreement:
“If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section 9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”

Each of the Parties acknowledge that the other Party is a public agency subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Each Party (the “Receiving Party”) acknowledges that the other Party (the “Disclosing Party”) may submit information to the Receiving Party that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255). Upon request or demand of any third person or entity not a party to this Contract (“Requestor”) for production, inspection and/or copying of information designated by a Disclosing Party as Confidential Information, the Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
10 Receiving Party as soon practical but within three (3) Business Days of receipt of the request, shall notify the Disclosing Party that such request has been made, by telephone call, letter sent via email and/or by US Mail to the address provided in Appendix C. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor's demand and is not required to defend against it.

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

6.6 No Recourse to Members of Purchaser
Seller is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Seller will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation. Purchaser will have no rights and shall not make any claims, take any actions or assert any remedies against any of Seller’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Seller or Seller’s constituent members, in connection with this Confirmation. Seller will have no rights and Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
11 shall not make any claims, take any actions or assert any remedies against any of the officers, directors, advisors, contractors, consultants or employees of Purchaser.

6.7 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparty were upon a single instrument. Delivery of an executed signature page of this Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.
[Signatures appear on following page.]
Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
12 AGREED AS OF THE EFFECTIVE DATE:

Leapfrog Power, Inc., a Delaware
corporation
Silicon Valley Clean Energy, a
California joint powers authority
By:

Name:

Title:

Date:

By:

Name:

Title:

Date:

Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Monica Padilla
10/24/2024
CEO
Jason Michaels
Chief Revenue
Officer
10 / 25 / 2024
Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
x DocuSigned by:

A-Uiaum
13 APPENDIX A

Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
14 “Expected Contract Quantity” means,with respect to any particular day of any Showing Month of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product for such day of such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity with respect to for such day, and (b) for Contingent Firm RA Product, the Contract Quantity of Product for such day of such Showing Month, including the amount of Contract Quantity of Product that Seller has elected to provide Alternate Capacity with respect to for such day, less any reductions to Contract Quantity for such day specified in Section

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 Unit, any and all resource adequacy attributes of the Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations that can be counted toward an LSE’s FCR. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations.
“LAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes (or other locational attributes related to system reliability), as they are identified by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of the Unit within the CAISO Control Area, that can be counted toward LAR, but exclusive of any RAR Attributes which are not associated with where in the CAISO Control Area the Unit is physically located or electrically interconnected. For clarity, it should be understood that if the CAISO, LRA, or other Governmental Body, defines new or re-defines existing local areas, then such change will not result in a change in payments made pursuant to this Transaction.
“LRA” means Local Regulatory Authority as defined in the Tariff. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “Monthly RA Capacity Payment” shall mean the calculation contained in Section 3.1 of this Confirmation.
“MW” means megawatt.
“Notification Deadline” is fifteen (15) calendar days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month.

Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
15 “Product” has the meaning set forth 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. “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.
“RAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes, as they are identified from time to time by the Tariff, CPUC Decisions, LRA, or any Governmental Body having jurisdiction that can be counted toward RAR, exclusive of any LAR Attributes and FCR Attributes.
“Replacement Unit” has the meaning set forth in Section 2.4 “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 specified by Seller in a Supply Plan. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser
“Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit described in Appendix B. “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination.

Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
16 APPENDIX B

UNIT INFORMATION, CONTRACT QUANTITY, AND CONTRACT PRICE Product:

Additional Product Information (fill in all that apply):

CAISO Zone: NP15
MCC Bucket: __4______________________________________________ CPUC Local Area (if applicable): ___N/A______________
Flexible Capacity Category (if applicable): __N/A____________ Delivery Period:
[Showing Months of October 2025 and December 2025].

Contract Quantity and Contract Price:

Showing Month
and Year
RAR Contract
Quantity (MW)
Contract Price
($/kW-mo.)
Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
18 Unit 1
Unit Specific Information
Resource Name High Desert Power Project Aggregate
Physical Location Victorville, CA
CAISO Resource ID HIDSRT_2_UNITS
SCID of Resource TS30
Unit NQC by month (e.g., Jan=50,Feb=65): 830
Unit EFC by month (e.g., Jan=30, Feb=50) 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)
(Repeat for additional Units)
[Information for specific Shown Units may be provided after the Confirmation Effective Date pursuant to the Confirmation.]
Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
19 APPENDIX C

NOTICE INFORMATION
Seller: Silicon Valley Clean Energy Purchaser:

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

N/A N/A N/A N/A N/A
Docusign Envelope ID: 420EF66F-2ADC-4E48-8622-8244EACC3FDB Doc ID: 0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
2025 WSPP Capacity Pro Form LEAP Buys SVCE Sells_FE
2025_WSPP_Capacit...SVCE_Sells_PE.pdf
0ed6c3b37313b71b4c5b1c561cc7c24b82d5aee6

MM / DD / YYYY
Signed
10 / 25 / 2024
00:20:39 UTC
10 / 25 / 2024
19:41:19 UTC
10 / 25 / 2024
19:41:44 UTC
10 / 25 / 2024 The document has been completed.
19:41:44 UTC
Docusign Envelope ID: E82DB182-AE3B-466B-8027-32CA9C7A1C59 Appendix A LEAP
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Silicon Valley Clean Energy Board of DirectorsNovember 13, 2024

Silicon Valley Clean Energy Board of Directors
November 13, 2024