Effective on DATE
Finance Policy 8: Investments
I. Purpose
Silicon Valley Clean Energy (“SVCE”) shall invest public funds in such a manner as to comply with state and local laws; ensure prudent money management; provide for daily cash flow requirements; and meet the objectives of the Policy, in priority order of Safety, Liquidity and Return on investment.
II. Scope
This investment policy applies to all investment activities and financial assets of SVCE.
III. Policy
A. Objective
• The primary objectives, in priority order, of the investment activities of SVCE shall be:
o With respect to all investments:
▪ To be in compliance with all Federal, State and local laws as well as all SVCE policies and procedures.
▪ All investments of SVCE shall be undertaken in a manner which seeks the preservation of principal.
▪ To remain sufficiently liquid to enable SVCE to meet all operating requirements which might be reasonably
anticipated.
▪ To maximize return consistent with risk limitations
identified herein and prudent investment principles.
o With respect to short-term cash management objectives:
▪ To accelerate receipt of all funds due to SVCE.
▪ To accurately monitor and forecast expenditures and
revenues, thus enabling SVCE to invest funds to the
fullest extent possible.
▪ The investment portfolio shall be designed with the
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objective of obtaining a rate of return throughout
budgetary and economic cycles, commensurate with
the investment risk constraints and the cash flow
needs.
B. Standard of Care
• SVCE will manage funds in accordance with the Prudent Investor Standard pursuant to California Government Code 53600.3.1. The “prudent investor” standard shall be applied in the context of managing the overall portfolio. Persons authorized to make investment decisions on behalf of SVCE are trustees and therefore fiduciaries subject to the prudent investor standard which states, “When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency”.
C. Delegation of Authority
• The following individuals are authorized to sign investment documents and/or execute cash transfers and make investments of SVCE’s funds:
o Chief Executive Officer, or their designee
o Chief Financial Officer, or their designee
• SVCE may also delegate investment decision making and execution authority to an investment advisor. The advisor shall follow this Investment Policy and such other written instructions as are provided. Investment advisor must be approved by the SVCE Board prior to engaging with SVCE.
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D. Ethics and Conflicts of Interest
• The authorized employees who are responsible for the investment of SVCE funds shall refrain from personal business activity that could conflict with the proper execution of SVCE’s investment program, or which could impair the ability to make impartial investment decisions.
Pursuant to SVCE’s Conflict of Interest Code, employees shall disclose any financial interests and investment holdings that could affect the performance of SVCE’s portfolio or the individual’s judgement or decisions regarding SVCE’s portfolio.
E. Socially Responsible Investments
• SVCE’s investment portfolio shall not include investments in companies in the industries or subindustries of fossil fuel extraction, refining, and/or distribution. SVCE’s investment advisor shall provide SVCE information on their screening process.
F. Diversification
• SVCE will diversify its investments by security type and institution.
With the exception of U.S. Treasury securities, federal agencies, and authorized pools, no more than 5% of SVCE’s total investment portfolio will be invested in a single security type or with a single financial institution
G. Additional Investment Standards
• Staff will develop additional standards to implement aspects of this policy. These standards shall address, but are not limited to, the following subjects:
o Authorized Financial Dealers and Institutions
o Authorized and Suitable Investments
o A Hedging Program
o Reporting Requirements
o Investment Pools/Mutual Funds
o Collateralization
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o Safekeeping and Custody
o Maximum Maturities
o Performance Standards
IV. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Finance and Administration Committee, CEO, and General Counsel.
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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FP10
Category: FINANCE
Finance Policy 10: Delinquent Accounts &
CollectionsDELINQUENT ACCOUNTS & COLLECTIONS
POLICY
I. PURPOSE
To provide guidelines for the determination of delinquent accounts.
II. BACKGROUND
Pacific Gas & Electric (PG&E) issues bills to customers and uses the power of disconnection to manage delinquent accounts. Silicon Valley Clean Energy (SVCE) does not have the power of disconnection. For PG&E, Aaccounts become “past due” 18-22 days after the bill is issued. For residential customers, a 15-day notice is sent with the next bill, and the account becomes eligible for disconnection within 50-56 days from original bill issuance. For commercial customers, a 7-day notice is sent, and the account becomes eligible for disconnection after 32 days from when the bill was issued.
III. POLICYPolicy
Delinquent electricity accounts will be returned to PG&E generation service due to non-payment. Delinquent customers that meet the criteria for termination of SVCE service will receive a series of no less than three monthly notices of their delinquency prior to removal.
The criteria used to determine a customer’s worthiness eligibility for noticing and removal are:
1) Customer has past due amounts older than 91 days aged. 2) The amount owed to SVCE in the 91+ day aging bucket is > $100. 3) The delinquent customer does not have a payment plan established with PG&E.
Customers that fail to make a substantial payment will be given 14 days from the date of the third and final notice to either 1) make a substantial payment that reduces the total amount owed to SVCE or 2) enroll in a structured payment plan with PG&E. A substantial payment is one that reduces the total amount owed to SVCE in the 91+ day aged bucket at the time of noticing.
Such substantial payment will cause the series of noticing the customer to reset. Customers that fail to take either of these actions in the allotted time after the third and final notice will be returned to PG&E generation service.
Closed accounts may be written-off with approval by the CFO/Director of Item 6
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Finance.
IV. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Finance and Administration Committee, CEO, and General Counsel.
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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Adopted: 9/20/2023
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Finance Policy 10: Delinquent Accounts and
Collections
I. Purpose
To provide guidelines for the determination of delinquent accounts.
II. Scope
Pacific Gas & Electric (PG&E) issues bills to customers and uses the power of disconnection to manage delinquent accounts. Silicon Valley Clean Energy (SVCE) does not have the power of disconnection. For PG&E, accounts become “past due” 18-22 days after the bill is issued.
For residential customers, a 15-day notice is sent with the next bill, and the account becomes eligible for disconnection within 50-56 days from original bill issuance. For commercial customers, a 7-day notice is sent, and the account becomes eligible for disconnection after 32 days from when the bill was issued.
III. Policy
• Delinquent electricity accounts will be returned to PG&E generation service due to non-payment. Delinquent customers that meet the criteria for termination of SVCE service will receive a series of no less than three monthly notices of their delinquency prior to removal. • The criteria used to determine a customer’s eligibility for noticing and removal are:
o Customer has past due amounts older than 91 days aged. o The amount owed to SVCE in the 91+ day aging bucket is > $100. o The delinquent customer does not have a payment plan
established with PG&E.
• Customers that fail to make a substantial payment will be given 14 days from the date of the third and final notice to either 1) make a substantial payment that reduces the total amount owed to SVCE or 2) enroll in a structured payment plan with PG&E. A substantial payment is one that reduces the total amount owed to SVCE in the 91+ day aged bucket at the time of noticing.
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• Such substantial payment will cause the series of noticing the customer to reset. Customers that fail to take either of these actions in the allotted time after the third and final notice will be returned to PG&E generation service.
• Closed accounts may be written-off with approval by the CFO/Director of Finance.
IV. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Finance and Administration Committee, CEO, and General Counsel.
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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FP11
Category: FINANCIAL MATTERS
Page | 1 Adopted: 5/10/2017
Finance Policy 11: CapitalizationCAPITALIZATION
POLICY
I. PURPOSE
To capitalize and depreciate SVCE assets with a useful life expectancy of greater than one year and cost greater than $51,000.
II. SCOPE
All acquisitions of capital assets for the Agency.
III. DEFINITIONS
Capitalization – Capitalization is the method chosen to record the purchase of fixed assets on SVCE’s accounting books. If an asset is capitalized then it is not expensed in the same year the asset is purchased. Instead, the asset is generally recorded on the balance sheet and individually on an asset schedule. Examples of capital expenditures are purchases of office equipment, furniture, and vehicles. The asset is expensed each year as depreciation.
IV. POLICY
• Except for land, all assetsindividual assets with a useful life of greater than one year and costing more than $15,000 (per asset basis) will be capitalized and will be recorded in the depreciation records. Any asset that does not meet the above criteria will be expensed, such as small equipment or repairs and maintenance.
• The cost basis of furniture and equipment assets will include all charges relating to the purchase of the asset including the purchase price, freight charges, and installation, if applicable.
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• Leasehold improvements, including painting, are to be capitalized if they relate to the occupancy of a new office or a major renovation of an existing office. Expenditures incurred in connection with maintaining an existing facility in good working order should be expensed as a repair.
• The following lifespan table should be used as a guide for the following asset classifications for financial reporting and depreciation purposes:
Property Asset Description
3-year property Computer software, hardware and office machinery 5-year property Automobiles
7-year property Office furniture and fixtures
I. Policy Compliance
Violations
• Any known violations of this policy must be immediately reported to the Finance and Administration Committee, CEO, and General Counsel.
Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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Finance Policy 11: Capitalization
I. Purpose
To capitalize and depreciate SVCE assets with a useful life expectancy of greater than one year and cost greater than $5,000.
II. Scope
All acquisitions of capital assets for the Agency.
III. Policy
• Except for land, individual assets with a useful life of greater than one year and costing more than $5,000 (per asset basis) will be capitalized and will be recorded in the depreciation records. Any asset that does not meet the above criteria will be expensed, such as small equipment or repairs and maintenance.
• The cost basis of furniture and equipment assets will include all charges relating to the purchase of the asset including the purchase price, freight charges, and installation, if applicable. • Leasehold improvements, including painting, are to be capitalized if they relate to the occupancy of a new office or a major renovation of an existing office. Expenditures incurred in connection with maintaining an existing facility in good working order should be expensed as a repair.
• The following lifespan table should be used as a guide for the following asset classifications for financial reporting and depreciation purposes:
Property Asset Description
3-year property Computer software, hardware and office machinery 5-year property Automobiles
7-year property Office furniture and fixtures
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IV. Reference Documents
A. Definitions:
• Capitalization – Capitalization is the method chosen to record the purchase of fixed assets on SVCE’s accounting books. If an asset is capitalized then it is not expensed in the same year the asset is purchased. Instead, the asset is generally recorded on the balance sheet and individually on an asset schedule. Examples of capital expenditures are purchases of office equipment, furniture, and vehicles. The asset is expensed each year as depreciation.
V. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Finance and Administration Committee, CEO, and General Counsel.
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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GAP3
Category: GENERAL & ADMINISTRATIVE
General and Administrative Policy 01: Vehicle and
Charger Use WORKPLACE ELECTRIC VEHICLE
CHARGING STANDARD
I. PURPOSE
The purpose of this policy is to establish direction for use of Agency-Owned Vehicle (AOV) and on-site charging stations use.This standard defines the valid use of Silicon Valley Clean Energy’s
charging station(s) by employees and visitors.
II. POLICY
Staff shall maintain standards to manage use of the AOV which include, but are not limited to, the following:
• Pre-driving and Qualification Requirements
• Reservation Process
• Driving Requirements
• Reporting Accidents, Traffic Violations, and Parking Tickets • Required Documentation
• Serving the AOV
Staff shall also maintain standards to manage the use of the electric vehicle charging stations located at the SVCE office which include, but are not limited to, the following:
• Charging requirements and limitations
• Safety
• Limitation of Liability
Vehicles must be actively charging when parked in the charging station stalls.
Vehicle is limited to four (4) hours parking in the charging station stall.
When your charge is complete, move your vehicle so other employees and visitors can use the station. Authorized SVCE personnel may disconnect your vehicle at any time.
Neatly replace the charging cord when finished. Cords left on the ground are safety hazards.
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SVCE assumes no responsibility or liability for damage to vehicles using the electrical charging station(s).
Electric vehicle charging station station(s) may be closed for maintenance.
Do not count on the availability of SVCE charging station(s) as a primary justification in your decision to purchase plug-in electric vehicles.
Policy Compliance
Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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General and Administrative Policy 1:
Vehicle and Charger Use
I. Purpose
The purpose of this policy is to establish direction for use of Agency-Owned Vehicle (AOV) and on-site charging stations.
II. Scope
All SVCE employees.
III. Policy
• Staff shall maintain standards to manage use of the AOV which include, but are not limited to, the following:
o Pre-driving and Qualification Requirements
o Reservation Process
o Driving Requirements
o Reporting Accidents, Traffic Violations, and Parking Tickets o Required Documentation
o Serving the AOV
• Staff shall also maintain standards to manage the use of the electric vehicle charging stations located at the SVCE office which include, but are not limited to, the following:
o Charging requirements and limitations
o Safety
o Limitation of Liability
IV. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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GAP4
Category: General and Administrative
Page | 1 Adopted: September 12, 2018
ACCESS TO PUBLIC RECORDS – REQUESTS AND FEES
I. PURPOSE
The purpose of this policy is to establish publish/identify guidelines and procedures for Silicon Valley Clean Energy’s (SVCE) handling and response to California Public Records Act (CPRA) requests. The Office of the Board Clerk The Board Clerk is the contacthas sole responsibility for handling and preparing the Agency’s response to requests made by members of the public under the CPRA. The Board Clerk shall advise the Chief Executive Officer and Director of Finance and Administration of any significant CPRA requests. SVCE departments will cooperate fully with the Board Clerk in producing records in a timely manner.
II. PERSONS AFFECTED
This policy applies to all SVCE employees and members of the Board of Directors. SVCE employees and members of the Board of Directors who receive requests for public records are required to contact the Board Clerk’s Office to report the request.
III. DEFINITIONS
“Exempt Record” means a record that may be withheld from disclosure under California law.
“Electronic Record” means a record, document, or writing contained, transcribed or held in electronic format, such as computer records, databases, e-mails, and texts.
“Member of the Public” means any person, except a member, agent, officer, or employee of a federal, state, or local agency acting within the scope of his/her membership, agency, office or Item 6
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employment.
“Person” means any natural person, corporation, partnership, limited liability company, firm, or association.
“Public Records” include any writing containing information relating to the conduct of the public’s business prepared, owned, used, or retained by SVCE regardless of physical form or characteristics. “Writing” means any handwriting, typewriting, printing, photostating, photographing, photocopying, transmitting by electronic mail or facsimile, and every other means of recording upon any tangible thing.
“Communication” means any form of communication or
representation, including letters, words, pictures, sounds, or symbols, or combinations thereof, and any record thereby created, regardless of the manner in which the record has been stored.
IV.III. POLICY
The CPRA provides that the public has a right to inspect and obtain a copy of most of the records retained by public agencies in the course of doing business. The Legislature has declared that access to information concerning the conduct of the people’s business is a fundamental and necessary right of every person in the state. (Gov. Code §7922.525). The public’s right to access public records is also guaranteed by the California Constitution.
SVCE affirms the public’s right to access its public records, in compliance with the CPRA and the California Constitution. This policy shall be interpreted and enforced in a manner that is consistent with those laws.
Limitations
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require a public agency to create records that are not in existence at the time the request is made (e.g., a written summary of a document or a list of expenditures or events).
In addition, certain categories of records are exempt from disclosure and need not be provided for inspection or reproduction.
Common exemptions include but are not limited to:
• personnel, medical, or similar files, the disclosure of which would constitute an unwarranted invasion of personal privacy; • pending litigation records;
• closed session records;
• software or proprietary information;
• attorney-client privileged communications; and
• preliminary drafts or notes not kept in the ordinary course of business where the public’s interest in non-disclosure clearly outweighs the public’s interest in disclosure.
The Office of the Board Clerk shall consult with the SVCE General Counsel to determine whether records or portions of records are exempt from disclosure.
If SVCE determines that the requested records are to be withheld, in whole or in part, the Office of the Board Clerk shall so notify the requestor in the determination letter and shall cite the specific exemption(s). In those cases where portions of a record are public and other portions are exempt, the Board Clerk shall redact or remove the exempt information before disclosing the remainder of the record.
Complying with a Records Request
Any member of the public, including elected offficialsofficials and the media, is entitled to request identifiable SVCE records reasonably described in a request that are not otherwise privileged or exempt under the CPRA upon payment of any duplication or statutory costs. (Gov Code, § 7922.530)
1. Requests for Public Records
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a. Any member of the public may request to view or pay
for a copy of a public record. SVCE may request, but
shall not require that a requester give their name or
other identifying information or put their request in
writing. The requester does not have to explain why
they want the record. A request may be made over
the telephone, in person, in writing, by facsimile or
electronic mail.
b. A requester must identify an actual public record;
requests that are too vague cannot be fulfilled. If
known, the requester should identify the name or title
of the desired record or provide a written description.
The Office of the Board Clerk shall assist the requester in identifying the desired public records.
2. Inspection of Public Records
a. Public records are open to inspection at SVCE’s Offices Monday through Friday, except holidays, during regular
business hours (8:30 a.m. to 5:00 p.m.).
b. If portions of the requested record are exempt from
disclosure, any reasonable portion of the record that is public shall be made available for inspection after the exempt portions are redacted or deleted.
c. It is requested that any person wishing to inspect public records contact the Office of the Board Clerk to
schedule an appointment to minimize delays.
d. Inspection of original SVCE files/records by a requester may be supervised by a SVCE employee. Under no
circumstances shall any record be altered, destroyed, or removed from the premises.
3. SVCE Response Time
a. Within ten (10) calendar days of receipt of a request for public records, the Office of the Board Clerk shall
determine whether to grant or deny a request for public records and respond to the requestor in writing with the determination. The 10-day response period starts with
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the first calendar day after the date of receipt.
b. When unusual circumstances exist, the Office of the
Board Clerk may extend the 10-day response time by
an additional fourteen (14) days. Written notice to
the requestor shall set forth reasons for the
extension and the date for determination. Unusual
circumstances include the following: the need to
search for, collect and examine a voluminous amount
of records; the need to consult another agency that
has an interest in the determination; the need to
compile data or write programing language, a
computer program or construct a computer report to
extract data.
c. The 10-day response period is not the time period for complying with the request. Rather, it is the time period for responding to the requester with a written
determination as to whether records responsive have
been located and what, if any, information in those
records is exempt from disclosure.
4. Fees for Copies of Records
a. The cost for copying the requested records is the direct cost of duplication or, where applicable, a statutory fee. i. Direct costs do not include the staff time for tasks associated with retrieval, inspection and handling
of the file from which the copy is extracted, or the
time to review and compile the records.
ii. The Office of the Board Clerk may elect to waive
the fees in certain cases in his/hertheir sole
discretion.
b. In all cases, a requester must pay the applicable costs or fees before copies of disclosable records will be
released.
c. Photocopies:
i. SVCE has determined that the direct cost of
duplication for normal sized photocopies is ten
cents ($0.10) per page.
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ii. If an outside duplication firm is employed to make
the requested copies, the cost charged to SVCE
will be passed on to the requester.
d. Electronic Records:
i. If SVCE maintains a disclosable public record in
an electronic format, it shall make the record
available in the electronic format when requested.
If an electronic copy is requested but no format is
specified, it shall be assumed that the requester is
seeking a portable document format (PDF).
ii. The requestor is responsible for the direct cost of producing the electronic record, if any. The direct
cost includes the cost of the data storage device,
such as a compact disk or flash drive, unless
provided in advance in new and unopened original
packaging.
iii. If a request requires compilation, extraction, or
computer programming to produce the record, or
requires the production of an electronic record
that is otherwise produced only at regularly
scheduled intervals, the requester shall bear the
cost of producing the electronic copy, including
the fully burdened hourly rate of staff members
required to construct the record or the cost
charged by an outside programmer or consultant.
iv. SVCE is not required to reconstruct electronic
copies of records that are no longer maintained or
available in an electronic format, or to release a
record in electronic form if the release would
jeopardize or compromise the security or integrity
of the original record or of any proprietary
software in which it is maintained.
5. Special Rules for FPPC Filings
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on which a request is received, reports and statements
filed pursuant to the Political Reform Act (Gov’t Code
§81000 et seq.) must be made available for public
inspection.
b. Pursuant to Government Code Section 81008, the fee
for copies of reports and statements shall be ten cents ($0.10) per page.
6. Release Restrictions
In balancing the public’s right to access public records, the statutory individual right of privacy and the need for the SVCE to be able to efficiently perform its duties, the Legislature has established certain categories of records that may be exempt from public disclosure. A complete list of statutory exemptions is found in the CPRA.
Absent a valid court order or other statutory authority, the CPRA exempts certain records from disclosure in whole or part. Exemptions pertaining to SVCE include, but are not limited to, the following:
a) Preliminary drafts, notes, or interagency or intra-agency memoranda that are not retained by SVCE in the ordinary course of business, provided that the public interest in withholding such records clearly outweighs the public interest in disclosure. If a draft contains facts and recommendations, the facts must be disclosed, but the recommendations may be withheld under this exemption. (Gov. Code, § 7927.500).
b) Records pertaining to pending litigation to which SVCE is a party or to claims made, but only until such litigation or claim has been finally adjudicated or otherwise settled. (Gov. Code, § 7927.200).
c) Personnel, medical, or similar files, the disclosure of which would constitute an unwarranted invasion of personal privacy. (Gov. Code, § 7927.700). i) Home addresses, home telephone numbers, personal cellular telephone numbers, and birth dates of members are exempt from disclosure except in certain circumstances as provided in Government Code Section 7928.300. d) Except as it pertains to disclosures required by eminent domain law, contents of real estate appraisals or engineering or feasibility estimates and evaluations made for or by SVCE relative to the acquisition of property or to prospective public supply and construction contracts, until all of the property has been acquired or all contract agreements executed, after which the exemption does not apply. (Gov. Code, § 7928.705).
e) Records where disclosure is exempt or prohibited pursuant to provisions of federal or state law, including but not limited to provisions of the Evidence Code Item 6
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relating to privilege, including attorney-client privilege. (Gov. Code, § 7927.705).
f) Records that relate to archeological site information. (Gov. Code, § 7927.005).
SVCE retains the discretion to claim an exemption from public disclosure for any record that does not otherwise fall under a specific exemption under the CPRA when SVCE determines that the public interest served by not making the record public clearly outweighs the public interest served by disclosure. (Gov. Code, § 7922.000).
Records subject to discretionary exemptions may nevertheless be made available for inspection if waiving the exemption will serve the public interest, as determined by the SVCE’s Board of Directors on a case-by-case basis. However, SVCE’s discretionary decision to disclose a record that may otherwise be exempt from disclosure, thus waiving the right to invoke the exemption under Government Code Section 7921.505, does not constitute a waiver with respect to subsequent requests for other information.
Policy Compliance
Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
Cadence for Review
• This Policy will be reviewed at least every five (5) years.
Reference Documents
Definitions:
• “Exempt Record” means a record that may be withheld from • disclosure under California law.
• “Electronic Record” means a record, document, or writing contained, transcribed or held in electronic format, such as computer records, databases, e-mails, and texts.
• “Member of the Public” means any person, except a member, agent, officer, or employee of a federal, state, or local agency acting within the scope of his/her membership, agency, office or employment.
•
• “Person” means any person, corporation, partnership,
• limited liability company, firm, or association.
• “Public Records” include any writing containing information relating to the conduct of the public’s business prepared, owned, Item 6
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used, or retained by SVCE regardless of physical form or characteristics.
• “Writing” means any handwriting, typewriting, printing, photographing, photocopying, transmitting by electronic mail or facsimile, and every other means of recording upon any tangible thing.
• “Communication” means any form of communication or
representation, including letters, words, pictures, sounds, or symbols, or combinations thereof, and any record thereby created, regardless of the manner in which the record has been stored.
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General and Administrative Policy 4:
California Public Records Act
I. Purpose
The purpose of this policy is to publish/identify guidelines and procedures for Silicon Valley Clean Energy’s (SVCE) handling and response to California Public Records Act (CPRA) requests. The Board Clerk is the contact for handling and preparing the Agency’s response to requests made by members of the public under the CPRA. The Board Clerk shall advise the Chief Executive Officer and Director of Finance and Administration of any significant CPRA requests. SVCE departments will cooperate fully with the Board Clerk in producing records in a timely manner.
II. Scope
This policy applies to all SVCE employees and members of the Board of Directors. SVCE employees and members of the Board of Directors who receive requests for public records are required to contact the Board Clerk’s Office to report the request.
III. Policy
• The CPRA provides that the public has a right to inspect and obtain a copy of most of the records retained by public agencies in the course of doing business. The Legislature has declared that access to information concerning the conduct of the people’s business is a fundamental and necessary right of every person in the state (Gov.
Code §7922.525). The public’s right to access public records is also guaranteed by the California Constitution.
• SVCE affirms the public’s right to access its public records, in compliance with the CPRA and the California Constitution. This policy shall be interpreted and enforced in a manner that is consistent with those laws.
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A. Limitations
• The CPRA’s right of access is not unlimited. The CPRA does not require a public agency to create records that are not in existence at the time the request is made (e.g., a written summary of a document or a list of expenditures or events).
• In addition, certain categories of records are exempt from disclosure and need not be provided for inspection or reproduction. Common exemptions include but are not limited to:
o personnel, medical, or similar files, the disclosure of which would constitute an unwarranted invasion of personal privacy; o pending litigation records;
o closed session records;
o software or proprietary information;
o attorney-client privileged communications; and
o preliminary drafts or notes not kept in the ordinary course of business where the public’s interest in non-disclosure clearly outweighs the public’s interest in disclosure.
• The Board Clerk shall consult with the SVCE General Counsel to determine whether records or portions of records are exempt from disclosure.
• If SVCE determines that the requested records are to be withheld, in whole or in part, the Board Clerk shall notify the requestor in the determination letter and shall cite the specific exemption(s). In those cases where portions of a record are public and other portions are exempt, the Board Clerk shall redact or remove the exempt information before disclosing the remainder of the record.
B. Complying with a Records Request
• Any member of the public, including elected officials and the media, is entitled to request identifiable SVCE records reasonably described in a request that are not otherwise privileged or exempt under the CPRA upon payment of any duplication or statutory costs (Gov Code, § 7922.530).
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o Requests for Public Records
▪ Any member of the public may request to view or pay for a copy of a public record. SVCE may request, but shall not require that a requester give their name or other identifying information or put their request in writing. The requester does not have to explain why they want the record. A
request may be made over the telephone, in person, in
writing, or electronic mail.
▪ A requester must identify an actual public record; requests that are too vague cannot be fulfilled. If known, the
requester should identify the name or title of the desired record or provide a written description. The Office of the Board Clerk shall assist the requester in identifying the desired public records.
o Inspection of Public Records
▪ Public records are open to inspection at SVCE’s Offices Monday through Friday, except holidays, during regular
business hours (8:30 a.m. to 5:00 p.m.).
▪ If portions of the requested record are exempt from
disclosure, any reasonable portion of the record that is public shall be made available for inspection after the exempt portions are redacted or deleted.
▪ It is requested that any person wishing to inspect public records contact the Board Clerk to schedule an appointment to minimize delays.
▪ Inspection of original SVCE files/records by a requester may be supervised by a SVCE employee. Under no circumstances shall any record be altered, destroyed, or removed from the premises.
o SVCE Response Time
▪ Within ten (10) calendar days of receipt of a request for public records, the Board Clerk shall determine whether to grant or deny a request for public records and respond to the requestor in writing with the determination. The 10-day response period starts with the first calendar day after the date of receipt.
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▪ When unusual circumstances exist, the Board Clerk may extend the 10-day response time by an additional fourteen (14) days. Written notice to the requestor shall set forth reasons for the extension and the date for determination.
Unusual circumstances include the following: the need to search for, collect and examine a voluminous amount of
records; the need to consult another agency that has an interest in the determination; the need to compile data or write programing language, a computer program or
construct a computer report to extract data.
▪ The 10-day response period is not the time period for complying with the request. Rather, it is the time period for responding to the requester with a written determination as to whether records responsive have been located.
o Fees for Copies of Records
▪ The cost for copying the requested records is the direct cost of duplication or, where applicable, a statutory fee.
❖ Direct costs do not include the staff time for tasks
associated with retrieval, inspection and handling of the file from which the copy is extracted, or the time to
review and compile the records.
❖ The Board Clerk may elect to waive the fees in certain cases in their sole discretion.
▪ In all cases, a requester must pay the applicable costs or fees before copies of disclosable records will be released. ▪ Photocopies:
❖ SVCE has determined that the direct cost of duplication for normal sized photocopies is ten cents ($0.10) per
page.
❖ If an outside duplication firm is employed to make the requested copies, the cost charged to SVCE will be
passed on to the requester.
▪ Electronic Records:
❖ If SVCE maintains a disclosable public record in an
electronic format, it shall make the record available in the electronic format when requested. If an electronic
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copy is requested but no format is specified, it shall be assumed that the requester is seeking a portable
document format (PDF).
❖ The requestor is responsible for the direct cost of
producing the electronic record, if any. The direct cost includes the cost of the data storage device, such as a compact disk or flash drive, unless provided in advance in new and unopened original packaging.
❖ If a request requires compilation, extraction, or computer programming to produce the record, or requires the
production of an electronic record that is otherwise
produced only at regularly scheduled intervals, the
requester shall bear the cost of producing the electronic copy, including the fully burdened hourly rate of staff members required to construct the record or the cost
charged by an outside programmer or consultant.
❖ SVCE is not required to reconstruct electronic copies of records that are no longer maintained or available in an electronic format, or to release a record in electronic form if the release would jeopardize or compromise the
security or integrity of the original record or of any
proprietary software in which it is maintained.
o Special Rules for FPPC Filings
▪ No later than the second business day following the day on which a request is received, reports and statements filed pursuant to the Political Reform Act (Gov’t Code §81000 et seq.) must be made available for public inspection.
▪ Pursuant to Government Code Section 81008, the fee for copies of reports and statements shall be ten cents ($0.10) per page.
o Release Restrictions
▪ In balancing the public’s right to access public records, the statutory individual right of privacy and the need for the SVCE to be able to efficiently perform its duties, the
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of statutory exemptions is found in the CPRA. Absent a valid court order or other statutory authority, the CPRA exempts certain records from disclosure in whole or part. Exemptions pertaining to SVCE include, but are not limited to, the following:
❖ Preliminary drafts, notes, or interagency or intra-agency memoranda that are not retained by SVCE in the ordinary course of business, provided that the public interest in withholding such records clearly outweighs the public
interest in disclosure (Gov. Code, § 7927.500).
❖ Records pertaining to pending litigation to which SVCE is a party or to claims made, but only until such litigation or claim has been finally adjudicated or otherwise settled (Gov. Code, § 7927.200).
❖ Personnel, medical, or similar files, the disclosure of which would constitute an unwarranted invasion of
personal privacy (Gov. Code, § 7927.700).
➢ Home addresses, home telephone numbers, personal
cellular telephone numbers, and birth dates of
members are exempt from disclosure except in certain
circumstances as provided in Government Code
Section 7928.300.
❖ Except as it pertains to disclosures required by eminent domain law, contents of real estate appraisals or
engineering or feasibility estimates and evaluations
made for or by SVCE relative to the acquisition of
property or to prospective public supply and construction contracts, until all of the property has been acquired or all contract agreements executed, after which the
exemption does not apply (Gov. Code, § 7928.705).
❖ Records where disclosure is exempt or prohibited
pursuant to provisions of federal or state law, including but not limited to provisions of the Evidence Code relating to privilege, including attorney-client privilege (Gov. Code, § 7927.705).
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❖ Records that relate to archeological site information (Gov. Code, § 7927.005).
• SVCE retains the discretion to claim an exemption from public disclosure for any record that does not otherwise fall under a specific exemption under the CPRA when SVCE determines that the public interest served by not making the record public clearly outweighs the public interest served by disclosure. (Gov. Code, § 7922.000). • Records subject to discretionary exemptions may nevertheless be made available for inspection if waiving the exemption will serve the public interest. However, SVCE’s discretionary decision to disclose a record that may otherwise be exempt from disclosure, thus waiving the right to invoke the exemption under Government Code Section 7921.505, does not constitute a waiver with respect to subsequent requests for other information.
IV. Policy Compliance
C. Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
D. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
V. Reference Documents
A. Definitions:
• “Exempt Record” means a record that may be withheld from • disclosure under California law.
• “Electronic Record” means a record, document, or writing contained, transcribed or held in electronic format, such as computer records, databases, e-mails, and texts.
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• “Member of the Public” means any person, except a member, agent, officer, or employee of a federal, state, or local agency acting within the scope of his/her membership, agency, office or employment. • “Person” means any person, corporation, partnership, limited liability company, firm, or association.
• “Public Records” include any writing containing information relating to the conduct of the public’s business prepared, owned, used, or retained by SVCE regardless of physical form or characteristics. • “Writing” means any handwriting, typewriting, printing, photographing, photocopying, transmitting by electronic mail or facsimile, and every other means of recording upon any tangible thing.
• “Communication” means any form of communication or
representation, including letters, words, pictures, sounds, or symbols, or combinations thereof, and any record thereby created, regardless of the manner in which the record has been stored.
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GAP7
Category: GENERAL & ADMINISTRATIVE
CHIEF EXECUTIVE OFFICER ABSENCE POLICY
I. PURPOSE
To establish a procedure for conducting Silicon Valley Clean Energy (SVCE) business operations during a temporary absence of the Chief Executive Officer (CEO), lasting 30 days or less.
II. SCOPE
All SVCE functions regularly conducted by the Chief Executive Officer, including those delegated by the board.
III. DEFINITIONS
“Functions” shall mean any normal business function or decision requiring the input or/ authority of the SVCE Chief Executive Officer.
IV.III. POLICY
SVCE recognizes there will be times when the CEO is absent from work and unavailable to perform the regular functions of the role, whether due to planned or unplanned events. This policy establishes the method by which an Acting CEO is selected.
During any such absence of the CEO from regular work functions, whether planned (Management Leave, Paid-Time-Off, or other reason), or unplanned, the CEO shall designate one Department Director (currently Power Policy, Planning, Procurement, Regulatory and Operations, Finance and Administration, Energy Services and Community Relations, or Decarbonization Programs and Policy, but subject to future change) to serve as Acting CEO during his / hertheir absence. The Acting CEO shall represent SVCE and perform the regular functions of the CEO role for the duration of any absence and shall return those functions to the CEO upon his / hertheir return.
In cases where the CEO is unable to designate an Acting CEO, or should an absence extend beyond 30 days, a special meeting of the Executive Committee shall be called to appoint an Acting CEO.
The Acting CEO shall be subject to the same spending limits of authority as the CEO, as noted in Section 6.5.4 and Table 4 of SVCE’s Energy Risk Management Policy, adopted November 10, 2021 and Purchasing and Spending Policy.
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IV. Policy Compliance
Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
Cadence for Review
• This Policy will be reviewed at least every five (5) years.
V. Reference Documents
A. Definitions:
• “Functions” shall mean any normal business function or decision requiring the input or authority of the SVCE Chief Executive Officer.
Page | 1 Proposed: 9/14/2022
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General and Administrative Policy 6: CEO
Absence
I. Purpose
To establish a procedure for conducting Silicon Valley Clean Energy (SVCE) business operations during a temporary absence of the Chief Executive Officer (CEO), lasting 30 days or less.
II. Scope
All SVCE functions regularly conducted by the Chief Executive Officer, including those delegated by the board.
III. Policy
• SVCE recognizes there will be times when the CEO is absent from work and unavailable to perform the regular functions of the role, whether due to planned or unplanned events. This policy establishes the method by which an Acting CEO is selected.
• During any such absence of the CEO from regular work functions, whether planned (Management Leave, Paid-Time-Off, or other reason), or unplanned, the CEO shall designate one Department Director to serve as Acting CEO during their absence. The Acting CEO shall represent SVCE and perform the regular functions of the CEO role for the duration of any absence and shall return those functions to the CEO upon their return.
• In cases where the CEO is unable to designate an Acting CEO, or should an absence extend beyond 30 days, a special meeting of the Executive Committee shall be called to appoint an Acting CEO.
• The Acting CEO shall be subject to the same spending limits of authority as the CEO, as noted in SVCE’s Energy Risk Management Policy and Purchasing and Spending Policy.
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IV. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
V. Reference Documents
A. Definitions:
• “Functions” shall mean any normal business function or decision requiring the input or authority of the SVCE Chief Executive Officer.
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GAP9
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Category: GENERAL & ADMINISTRATIVE
HYBRID MEETINGS POLICY
I. PURPOSE
To establish standard procedure for conducting public Silicon Valley Clean Energy (SVCE) hybrid meetings following the termination of Governor Newsom’s COVID-19 State of Emergency.
II. SCOPE
SVCE Board and Committee meetings subject to the Ralph M.
Brown Act mandating open and transparent government meetings for local agencies.
III. DEFINITIONS
“Hybrid meetings” shall mean meetings which allow participation of Board/Committee members, staff, and the public in person or via teleconferencing.
“Publicly accessible” shall mean a location in which a member of the public may attend a meeting and provide public comment. “Teleconference” shall mean a meeting of individuals in different locations, connected by electronic means, through either audio or video, or both.
IV. POLICY
Following Governor Newsom’s termination of the COVID-19 State of Emergency, SVCE meetings will follow the below policy.
Board meetings will be held at Cupertino Community Hall or other location as noticed; public committee meetings will be held at SVCE offices, unless otherwise noticed.
Board/Committee members may participate in meetings in person or via teleconference.
Teleconference meetings must meet the following requirements:
1. Each teleconference location must be identified in the notice and agenda of the meeting.
2. Agendas must be posted at each teleconference location.
3. Each location must be publicly accessible.
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Category: GENERAL & ADMINISTRATIVE
4. At least a quorum of the Board of Directors must participate from locations within SVCE’s service territory.
If participating via teleconference, the publicly accessible location of participating board/committee members should be provided to the Board Clerk one week in advance of the meeting to allow for proper noticing on the meeting agenda.
Board members are encouraged to connect with their Alternate Directors in the event they are not able to attend a Board of Directors meeting.
Exercising AB 2449
Board/Committee members may exercise the use of AB 2449 to participate remotely for the following reasons:
“Just Cause” –
• Childcare or caregiving need of a child, parent, grandparent, grandchild, sibling, spouse or domestic partner.
• A contagious illness.
• Travel on official businesses of the legislative body or another state/local agency (if you are traveling for other business or recreational purposes, this would not constitute a just cause).
To participate remotely for “just cause,” the member must notify the Board Clerk, who will notify the SVCE Board of Directors/committee members, at the earliest opportunity possible of the need to participate remotely. The member must provide a general description of the circumstances relating to their need to appear remotely.
A member may not participate remotely for “just cause” for more than two meetings per calendar year.
The Board Clerk will communicate with the requesting Board member whether the requested remote participation meets the requirements of AB 2449.
“Emergency” Situations –
An “emergency” means a physical or family medical emergency that prevents a member from attending in person.
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Category: GENERAL & ADMINISTRATIVE
To participate remotely for an emergency, the member must make a request at the earliest opportunity to the Board Clerk, who will notify the SVCE Board of Directors/committee members. The request must include a general description of the circumstances related to the need to appear remotely. A request must be made before each meeting at which the member will participate remotely.
The legislative body must take action to approve the request.
If the request is made too late to appear as an action item on the agenda, the SVCE Board of Directors may consider the request at the beginning of the meeting.
Requirements, Disclosures, and Limitations
Quorum and Audio and Visual Technology Requirement
At least a quorum of the members of the SVCE’s Board of Directors and Board /Committee members must participate in person at a singular physical location, which is within the agency’s jurisdiction, at which the public can attend.
The member must participate through both audio and visual technology.
Disclosures
The member who is participating remotely must disclose whether anyone over the age of 18 is physically present and the general nature of the relationship with such person.
Limitations
A member cannot participate in a meeting using AB 2449 more than 3 consecutive months or 20% of the regular meetings of the agency within a calendar year. If a committee meets fewer than 10 times per calendar year, the limit is two meetings. For most SVCE Committees, the AB 2449 limit is two meetings per calendar year.
Please note the use of AB 2449 is not guaranteed if the above requirements cannot be met.
Policy Compliance
Violations
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• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
Cadence for Review
• This Policy will be reviewed at least every five (5) years.
Reference Documents
Definitions:
• “Hybrid meetings” shall mean meetings which allow participation of Board/Committee members, staff, and the public in person or via teleconferencing.
• “Publicly accessible” shall mean a location in which a member of the public may attend a meeting and provide public comment. • “Teleconference” shall mean a meeting of individuals in different locations, connected by electronic means, through either audio or video, or both.
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General and Administrative Policy 9: Hybrid
Meetings
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I. Purpose
To establish standard procedure for conducting public Silicon Valley Clean Energy (SVCE) hybrid meetings.
II. Scope
SVCE Board and Committee meetings subject to the Ralph M. Brown Act mandating open and transparent government meetings for local agencies.
III. Policy
• Board meetings will be held at Cupertino Community Hall or other location as noticed; public committee meetings will be held at SVCE offices, unless otherwise noticed.
• Board/Committee members may participate in meetings in person or via teleconference.
• Teleconference meetings must meet the following requirements:
o Each teleconference location must be identified in the notice and agenda of the meeting.
o Agendas must be posted at each teleconference location. o Each location must be publicly accessible.
o At least a quorum of the Board of Directors must participate from locations within SVCE’s service territory.
• If participating via teleconference, the publicly accessible location of participating board/committee members should be provided to the Board Clerk one week in advance of the meeting to allow for proper noticing on the meeting agenda.
• Board members are encouraged to connect with their Alternate Directors in the event they are not able to attend a Board of Directors meeting.
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A. Exercising AB 2449
i. Board/Committee members may exercise the use of AB
2449 to participate remotely for the following reasons:
• “Just Cause” –
o Childcare or caregiving need of a child, parent, grandparent, grandchild, sibling, spouse or domestic partner.
o A contagious illness.
o Travel on official businesses of the legislative body or another state/local agency (if you are traveling for other business or recreational purposes, this would not constitute a just cause). • To participate remotely for “just cause,” the member must notify the Board Clerk, who will notify the SVCE Board of Directors/committee members, at the earliest opportunity possible of the need to participate remotely. The member must provide a general description of the circumstances relating to their need to appear remotely. • A member may not participate remotely for “just cause” for more than two meetings per calendar year.
• The Board Clerk will communicate with the requesting Board member whether the requested remote participation meets the requirements of AB 2449.
• “Emergency” Situations –
o An “emergency” means a physical or family medical emergency that prevents a member from attending in person.
• To participate remotely for an emergency, the member must make a request at the earliest opportunity to the Board Clerk, who will notify the SVCE Board of Directors/committee members. The request must include a general description of the circumstances related to the need to appear remotely. A request must be made before each meeting at which the member will participate remotely.
• The legislative body must take action to approve the request. • If the request is made too late to appear as an action item on the agenda, the SVCE Board of Directors may consider the request at the beginning of the meeting.
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B. Requirements, Disclosures, and Limitations
i. Quorum and Audio and Visual Technology Requirement
• At least a quorum of the members of the SVCE’s Board of Directors and Board Committee members must participate in person at a singular physical location, which is within the agency’s jurisdiction, at which the public can attend.
• The member must participate through both audio and visual technology. ii. Disclosures
• The member who is participating remotely must disclose whether anyone over the age of 18 is physically present and the general nature of the relationship with such person.
iii. Limitations
• A member cannot participate in a meeting using AB 2449 more than 3 consecutive months or 20% of the regular meetings of the agency within a calendar year. If a committee meets fewer than 10 times per calendar year, the limit is two meetings. For most SVCE Committees, the AB 2449 limit is two meetings per calendar year.
C. Please note the use of AB 2449 is not guaranteed if the above requirements cannot be met.
IV. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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V. Reference Documents
C. Definitions:
• “Hybrid meetings” shall mean meetings which allow participation of Board/Committee members, staff, and the public in person or via teleconferencing.
• “Publicly accessible” shall mean a location in which a member of the public may attend a meeting and provide public comment. • “Teleconference” shall mean a meeting of individuals in different locations, connected by electronic means, through either audio or video, or both.
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Category: FINANCEGAP
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General and Administrative
Policy 10: Files & Records
ManagementFILES & RECORDS
MANAGEMENT
I. PURPOSE
Silicon Valley Clean Energy (“Agency”) is a public agency that is subject to the California Public Records Act (“PRA”) and maintainsshould establish a retention schedule and records for public inspection consistent with this policy and any related standards. management plan following the guidelines administered by the State Archives.
Silicon Valley Clean Energy (“Agency”) has an obligation to create and maintain records and information in accordance with accepted record management practices and standards. The Agency will retain records in an orderly fashion for time periods that comply with legal and governmental requirements and as needed for general business requirements; to outline the methods for filing, retaining, and disposing of business records necessary to support our work (including opinions, resolution of differences, conclusions and research utilized in analysis), our correspondence with customers/clients, our work product and items of continuing significance.
II. SCOPE
This policyprocedure applies to all business records and documentation generated by the Agency. However, this does not necessarily cover internal or certain day-to-day business correspondence.
Drafts or other documents not utilized should not be retained.
Documents and records transmitted as attachments via email should be considered separately from the email messages to which they are attached.
A“ Rrecord includes” means every means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols. “any writing containing Item 6
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information relating to the conduct offo the public’s business prepared, owned, used, or retained by any state or local agency regardless of its physical form characteristics,” as defined in See Government Code section 7920.530 & 7920.545.
III. POLICY
Silicon Valley Clean Energy (“The Agency ”) has an obligation to create and maintain records and information in accordance with various accepted record management practices and standardslegal requirements. The Agency will retain records in an orderly fashion for time periods that comply with legal and governmental requirements and as needed for general business requirements.
Staff should develop standards; to that outline the methods for filing, retaining, and disposingmaintaining of business records necessary to support ourSVCE’s work (including opinions, resolution of differences, conclusions and research utilized in analysis), our correspondence with customers/clients, our work product and items of continuing significance and our obligation to provide public access and transparency.
SVCE shall maintain a filing system, record retention schedule, and long-term storage approachesorganization plan, that will be updated as-needed by the Chief Executive Officer, or their designee, and General Counsel.. Drafts or other documents not utilized should not be retained. Documents and records transmitted as attachments via email should be considered separately from the email messages to which they are attached.
A. DIGITAL FILES
• Electronic documents and emails shall be maintained on a secure server or secure web site.
• Agency files or information should not be stored on personal electronic devices to the extent possible.
• Employee hard drives shall be password protected.
• Customer correspondence created/maintained for documentation purposes should be stored upon the Customer Records
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Management (CRM) system whenever possible.
• Collection letters, invoices and other customer correspondence will be maintained in CRM when feasible or within pertinent folders where appropriate (i.e., collection letters with collections files). • Confidential and Sensitive files should be watermarked or include a header noting the words “CONFIDENTIAL” or “SENSITIVE” or “Subject to NDA”, or similar notation, whenever possible.
Confidential and Sensitive files include documents exempt from public disclosure, including but not limited to information that must be kept confidential under state and federal laws, confidential legal advice, records prepared in connection with pending litigation, preliminary drafts of interagency and intra-agency memorandums not retained by the Agency in the normal course of business, and other data regarding licensing and employment
B. PAPER FILES
• Whenever possible, the Agency should maintain records electronically.
• Confidential and sensitive paper records or correspondence should be maintained in file cabinets with locking capability when not in use.
• Certain documents, whenever possible, as a practical matter, shall be stamped, watermarked or headed “CONFIDENTIAL”,
“SENSITIVE”, or “Subject to NDA”, or similar notation.
• Files labeled with employee names shall be considered confidential personnel files, and shall be accessed only by those who are in the direct line of supervisory authority, or those who are responsible for payroll or other human resource duties, and shall be accessed on a need-to-know basis.
• Files labeled with an energy counterparty name shall be considered confidential.
C. FILING SYSTEM
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• To ensure efficient access, filing centers will be established. To reduce the amount of duplicate and unnecessary record
retention, individual desk files should be avoided unless they are used in daily operations. All other departmental or agency records should be filed in the departmental central filing areas. • Unless necessary, records should only be kept by the originator or sender and not by the receiver to avoid duplicate filing systems.
D. RECORD RETENTION AND LONG-TERM STORAGE
• Non-permanent physical files will be stored in cardboard file boxes. Each file box will be labeled on the front with the contents, dates covered, and destruction date if applicable.
Permanent physical records will be maintained in metal fire-resistant file cabinets. • Files should be stored only in boxes with similar items, dates and retention periods. This will allow easier access and purging of records. A general rule to keep in mind is that it is better to only half-fill a file box than to file dissimilar types of files in the same box.
• An employee designated by the Chief Executive Officer will be responsible for categorizing and maintaining a listing of records maintained and the location.
• An employee designated by the Chief Executive Officer will be responsible for coordinating the creation, and maintenance of record retention periods, and will maintain and issue the “Records Retention Periods” as appropriate.
• Maintain all files for as long as is necessary but only to the extent they serve a useful purpose or satisfy business or legal requirements. “Records Retention Periods” provides a guide. • The Chief Executive Officer may make further updates to the Retention Periods, to this Files and Records Management policy, and to any Retention and Destruction Policy.
E. RECORD DESTRUCTION
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Attachment 3
Files and Records Management - Redline
SILICON VALLEY <3/ CLEAN ENERGY
FP12GAP10
Category: FINANCEGAP
Page | 5 Adopted: 8/09/2017
Proposed Amendment: 4/12/2023
• An employee designated by the Chief Executive Officer will circulate a listing of file categories to be destroyed to all employees thirty days prior to destruction, for review and comment.
• Three to six months after each year-end, an employee
designated by the Chief Executive Officer will proceed with destruction of all files that have exceeded their recognized holding period.
• Destruction of physical files will be performed by an independent, outside service for shredding and disposal. Any paper with a social security number, a federal ID number, confidential information or sensitive data, or a client name on it must be destroyed in this manner.
F. DISPOSAL OF RECORDS INTO THE AGENCY’S GENERAL TRASH
SERVICE IS NOT ALLOWED
• Electronic documents are destroyed by deleting them from the medium on which they are stored, and then purging the medium itself.
• Email messages not saved for filing in the correspondence file or other appropriate folder should be deleted.
VI. ATTACHMENTS
1. Records Retention Periods
Policy Compliance
Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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Attachment 3
Files and Records Management - Redline
SILICON VALLEY <3/ CLEAN ENERGY
Effective on DATE
General and Administrative Policy 10: Files
and Records Management
I. Purpose
Silicon Valley Clean Energy (“Agency”) is a public agency that is subject to the California Public Records Act (“PRA”) and maintains records for public inspection consistent with this policy and any related standards.
II. Scope
This policy applies to all records generated by the Agency.
A record includes every means of recording upon any tangible thing any form of communication or representation, including letters, words, pictures, sounds, or symbols. See Government Code section 7920.530 & 7920.545.
III. Policy
• The Agency has an obligation to create and maintain records and information in accordance with various legal requirements. The Agency will retain records in an orderly fashion for time periods that comply with legal requirements and as needed for general business requirements.
Staff should develop standards that outline the methods for maintaining records necessary to support SVCE’s work and our obligation to provide public access and transparency.
• SVCE shall maintain a filing system, record retention schedule, and long-term storage approaches that will be updated as-needed by the Chief Executive Officer, or their designee, and General Counsel.
IV. Policy Compliance
A. Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
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Files and Records Management - Clean
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Effective on DATE
B. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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Attachment 3
Files and Records Management - Clean
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Effective on DATE
Human Resources Policy 1: Personnel and
Reimbursement
I. Purpose
The purpose of the Personnel and Reimbursement Policy is to establish a uniform and equitable system of personnel administration to ensure effective service to and on behalf of SVCE and to support procedures for administering personnel matters and reimbursement in compliance with applicable laws and policies.
II. Scope
The Personnel and Reimbursement Policy applies to all employees and any independent contractors that are embedded within SVCE departments. The policy is intended to promote fairness and equity to employees, to attract the best and most competent persons available, to assure the appointment and promotions of employees will be based on merit, to allow reimbursement for meetings and travel, and to incorporate best practices in the administration of SVCE’s personnel system.
III. Policy
A. Personnel System
• SVCE shall have a personnel system for the recruitment, selection, employment, classification, compensation, advancement, performance review, discipline, discharge and retirement of employees • The Chief Executive Officer (CEO) shall be designated as the Personnel Officer and is authorized and directed to administer the personnel system. The Chief Executive Officer may delegate the powers of the Personnel Officer as they deem appropriate.
B. Personnel Officer
• The Personnel Officer shall:
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Personnel and Reimbursement
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o Act as the appointing authority for all employees of SVCE with the exception of SVCE’s General Counsel.
o Prepare and implement an employee handbook, along with any personnel rules and regulations necessary for the administration of this personnel system;
o Define and prepare position classifications including the establishment of minimum standards of employment and
qualifications for the various positions;
o Prepare a schedule of compensation including salary and other benefits covering all employees;
o Provide the publishing or posting of notices of recruitments for positions and develop and administer procedures of the selection process;
o Prepare and present to the Authority Board a budget for implementation of the personnel system including employee salary and benefit costs as part of the annual budget process; o Prepare policies and procedures regarding ethics and the conduct of business including, without limitation, policies relating to conflict of interest, fair and equitable treatment of employees, use and safeguarding of Authority property and resources, and standards of ethical conduct by employees.
o Perform such other functions as necessary to administer the personnel system as directed from time to time by the Authority Board including authorization of spending for individual or group travel for meetings, training and workforce development.
C. Right to Contract for Special Services
• The Personnel Officer is also granted authority to take the following actions:
o Contract for the performance of technical or special services necessary for the establishment or operation of the personnel system including, without limitation, services for the preparation of personnel rules and subsequent revisions and amendments thereof; preparation of classification and pay plans and subsequent revisions and amendments thereof; the design and Item 6
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Personnel and Reimbursement
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Effective on DATE
conduct of employee training programs; the conduct of
recruitment and hiring processes; and, other special and technical services of an advisory or informational character on matters related to the administration of the personnel system.
o Outsource functions that are currently staffed by positions when contracting is more advantageous to the operations of the organization or is more cost effective.
o Bring in-house any functions that are currently outsourced if the result would be advantageous to the operations of the
organization or more cost effective.
D. Authority to Adjust Salary and Positions within Budget and Limits • Adjust salary schedules for market flexibility during the year to attract and retain talent.
• Over-hire the number of positions shown in the annual budget as follows:
o On a temporary basis to minimize the impact that pending vacancies may have on the organization by allowing for cross training and overlap;
o On a permanent basis to improve operations and organization effectiveness, provided that the CEO may not over hire on a permanent basis in excess of 10% of the authorized number of positions shown in the annual budget without prior approval of the Board.
• In no case shall positions be added or salaries be adjusted during the year that cause the total annual budget to be exceeded in total by fiscal year-end without prior Board approval by Resolution.
• In those instances where the CEO does over-hire positions during the year, he/she shall report such actions to the Board in a timely manner. • Refer to Finance Policy 02: Budget Adoption, Control and Reporting for more policies related to the budget.
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Attachment 3
Personnel and Reimbursement
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Effective on DATE
E. Reimbursement for Meetings and Travel
• All employees and Board members, including alternates, of SVCE may request reimbursement for actual expenses incurred to attend and travel to conferences and meetings for agency business. However, such meetings do not include SVCE Board of Directors or Committee meetings.
• Board members and staff shall get expenses approved in advance of incurring them and shall submit expenses for reimbursement within 90 days of incurring the expense.
• The Personnel Officer may adopt additional standards related to employee reimbursements.
IV. Policy Compliance
F. Violations
• Any known violations of this policy must be immediately reported to the Executive Committee, CEO, and General Counsel.
G. Cadence for Review
• This Policy will be reviewed at least every five (5) years.
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Personnel and Reimbursement
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Information Technology Policy 1:
Information Technology
I. Purpose
The purpose of the Silicon Valley Clean Energy Information Technology Policy is to establish guiding principles regarding the use of Silicon Valley Clean Energy (SVCE) information resources in order to protect the confidentiality, integrity and availability of information created, collected, utilized, and maintained by the organization. Proper management of information technology is required to support regulatory compliance, minimize legal liability, reduce the risk of criminal activity, and to sustain stakeholder and customer satisfaction.
II. Scope
The SVCE Information Technology Policy applies to all information technology resources, as well as personnel and third parties accessing information resources using SVCE’s computers or network infrastructure. Information technology (“IT” or “Information”) is a critical SVCE component and will be managed to ensure that it remains complete, accurate, confidential, and available for authorized business activities.
III. Policy
A. Information Technology Requirements
• To ensure protection of information technology resources, operational standards will be in place for all employees and designated third parties to follow. SVCE IT staff may maintain additional standards or guidelines related to the following IT policy requirements and issues including, but not limited to:
o Ensure business continuity and disaster preparedness. o Appropriate management of IT assets, networks, data, identity and access for systems, vulnerabilities, security, and incident response.
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o Access to specific information technology resources is to be assigned to SVCE employees or designated third parties with the minimum level of access necessary to perform respective responsibilities.
o Security systems are to be structured to address security at multiple levels, including physical, network, host, and personnel security measures.
o The degree of information security protection is to be commensurate with the impact of inadvertent or intentional misuse, improper disclosure, damage or loss.
o Information technology resources are to be tracked and monitored through established tools to ensure the ongoing security of SVCE. o Data will be classified, and appropriate security controls will be applied, based on established industry standards to ensure security of sensitive data.
o All SVCE staff, through ongoing training, are informed that security is not an optional component of operations and their involvement is imperative to maintaining SVCE's cyber security posture.
o All staff and designated parties that use or have access to SVCE information technology are personally responsible for exercising the proper control over information according to the operational standards provided to them.
o Operational standards for treatment of information technology are subject to change as needed to protect SVCE based on any changes in systems, threats, and practices. All operational IT standards will be reviewed on an annual basis.
o SVCE shall conduct internal audits or assessments of its security management system as needed and/or as required by compliance standards to determine if its control objectives, controls, processes, and procedures conform to legal/regulatory
requirements, and that SVCE information security requirements are effectively implemented, maintained and perform as
expected.
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Information Technology
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IV. Policy Compliance
B. Violations
• Any known violations of this policy must be immediately reported to the Finance and Administration Committee, CEO, and General Counsel.
C. Cadence for Review
• This Policy will be reviewed at least every one (1) year.
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Attachment 3
Information Technology
SILICON VALLEY \3/ CLEAN ENERGY
Staff Report – Item 7
RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) receive the process and timeline for SVCE’s 2025 Board Chair, Vice Chair, and Committee member appointments.
EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee received a presentation on November 22, 2024 on the proposed process and timeline; the committee did not have any requested changes.
BACKGROUND
At the October 24, 2018 meeting, the Board approved a timeline to appoint SVCE’s Board Chair, Vice Chair and Executive Committee members in January, with remaining committees assigned at the February Board of Directors meeting. SVCE’s Operating Rules and Regulations were then amended in November 2018 to reflect the timing of selections.
SVCE has been using a selection process for the positions of Board Chair, Vice Chair, and committees which includes the Board Clerk requesting letters of interest for the positions of Board Chair and Vice Chair prior to the board meeting to be included in the agenda packet and requesting board members inform the Board Clerk of their interest in serving on one or more of SVCE’s committees. The information is then compiled and presented at the respective board meeting for approval.
The roles of Board Chair, Vice Chair, and the Executive Committee are scheduled to be selected at the January 8, 2025 meeting, with remaining committee assignments made at the February 12, 2025 meeting.
ANALYSIS & DISCUSSION
Using a similar process followed in previous years, the Board Clerk will send information to the Board of Directors following the December board meeting with a call for letters of interest for the positions of Board Chair and Vice Chair; letters of interest received for these positions will be included in the January Board of Directors meeting agenda packet. Directors interested in serving on the Executive Committee will also be asked to notify the Board Clerk during this time and names will be included in the staff report for the January board meeting. Nominations will also be accepted from the floor for Board Chair, Vice Chair and Executive Committee membership.
Following the January board meeting, the Board Clerk will distribute information to board members to indicate interest in SVCE’s other committees (Finance and Administration Committee, Audit Committee, and Ad Hoc Committees, if any). The information will be collected prior to the February board meeting, and staff will include the names of interested directors for each committee in the February board meeting staff report.
Requests to join committees will also be considered from the floor at the meeting.
Item 7
SILICON VALLEY \3/ CLEAN ENERGY
Item 7: 2025 SVCE Elections Information
From: Monica Padilla, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 12/11/2024
Agenda Item: 7 Agenda Date: 12/11/2024
STRATEGIC PLAN
Appointing SVCE’s representatives supports our mission and goals of the Strategic Plan.
ALTERNATIVE
Staff is open to suggestions from the Board of Directors on the process for Chair/Vice Chair and committee selections.
FISCAL IMPACT
There would be no fiscal impact as a result of making appointments.
ATTACHMENTS
1. 2025 Proposed SVCE Board Elections Timeline
2. 2024 Committee Membership Recap
Item 7
SVCE Board Elections Timeline
2025 SVCE Board Elections Timeline
December 11, 2024: Staff presents information item at the Board meeting outlining process for 2025 elections
December 13, 2024: Board Clerk will send a request for letters/indications of interest for the Board Chair/Vice Chair positions as well as interest from members looking to serve on the Executive Committee for 2025
December 31, 2024: Letters of interest for Board Chair/Vice Chair and expression of interest for Executive Committee membership responses due to Board Clerk January 8, 2025: Board Chair, Vice Chair, and Executive Committee selections made at the Board of Directors meeting
January 10, 2025: Board Clerk will distribute information to Directors with a request to indicate interest in serving/continuing to serve on remaining committees January 31, 2025: Interests due to Board Clerk for remaining SVCE committees February 12, 2025: Remaining SVCE Committee assignments made at the Board of Directors meeting
Item 7
Attachment 1
December 5, 2024
2024 SVCE Committee Membership Recap
1 1. Executive Committee
Description:
Provide input and support on operational matters;
Gives feedback on staff items and recommendations to the Board of Directors Membership:
Up to six primary board members;
Typically includes the Chair and Vice Chair of the Board Meeting Frequency:
Monthly
2024 Executive Committee Roster Member Agency Notes
1. Larry Klein Sunnyvale Chair of 2024
2. Bryan Mekechuk Monte Sereno Vice Chair of 2024
3. Sally Meadows Los Altos
4. George Tyson Los Altos Hills
5. Yvonne Martinez Beltran Morgan Hill
6. Tina Walia Saratoga
2. Finance & Administration Committee
Description:
Works with SVCE staff on items related to financial and administrative issues that impact the agency.
Membership:
No fewer than three members and no greater than six members; Can be Board members, Alternate Board members, or a Board appointed member agency staff member.
No alternate directors may attend a committee meeting on behalf of an absent primary appointed director. No more than one Committee member shall represent a particular member agency.
Meeting Frequency:
Quarterly and as-needed
2024 Finance and Administration Committee
Roster
Member Agency Notes
1. Hung Wei Cupertino Chair of 2024, Not returning
2. Murali Srinivasan Sunnyvale Vice Chair of 2024
3. Elliot Scozzola Campbell
4. Pat Showalter Mountain View
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2024 SVCE Committee Membership Recap
2 3. Audit Committee
Description:
Works with SVCE staff on the initiation and receiving of the annual audit Membership:
No fewer than three members and no greater than six members; Can be Board members, Alternate Board members, or a Board appointed member agency staff member.
No alternate directors may attend a committee meeting on behalf of an absent primary appointed director. No more than one Committee member shall represent a particular member agency.
Meeting Frequency:
Twice yearly and as needed
2024 Audit Committee Roster Member Agency Notes
1. Bryan Mekechuk Monte Sereno Chair of 2024
2. Sheila Mohan Cupertino Vice Chair of 2024
3. Sergio Lopez Campbell
4. Harjot Sangha Gilroy City of Gilroy Finance Director – Nominated by Dir. Hilton
4. 2024 Legislative Responses to Industry Transition Ad Hoc Committee (Sunset: December 2024) Description:
General advocacy strategy development for state and federal activities; Feedback on priorities for legislation and the state budget; and Advocacy on key legislation.
The Policy Areas for 2024 included:
Affordability & Rates, Climate Change Mitigation/Fuel Switching, Clean, Reliable Grid, Competitive Equity/Do No Harm, Health Impact/Safety, and Equity.
Membership:
No more than six members of the board.
Meeting Frequency:
As needed
2024 Leg Ad Hoc Committee Roster Member Agency Notes
1. Yvonne Martinez Beltran Morgan Hill Chair of 2024
2. Elliot Scozzola Campbell Vice Chair of 2024
3. Zach Hilton Gilroy
4. Bryan Mekechuk Monte Sereno
5. Chuck Page Saratoga
6. Larry Klein Sunnyvale
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©
SILICONVALLEY
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2024 SVCE Committee Membership Recap
3 5. CEO Transition Ad Hoc Committee (Sunset: December 2024) Description:
Created to support new CEO in transition through December 11, 2024.
CEO Transition Ad Hoc Committee Roster Member
Agency
Notes
1. Tina Walia Saratoga
2. George Tyson Los Altos Hills
3. Rob Rennie Los Gatos
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Appendix A
Silicon Valley Clean Energy
Board of Directors Meeting
December 11, 2024
Appendix A
Power Resource Contracts Executed by CEO
SILICON VALLEY
CLEAN ENERGY
170027443.2
170027443.2
CONFIRMATION CARBON FREE ENERGY
This confirmation agreement (“Confirmation”) confirms the transaction (“Transaction”) between Clean Power Alliance of Southern California, a California joint powers authority (“CPA” or “Seller”), and Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE” or “Buyer”), each individually a “Party” and together the “Parties,” effective as of November 19, 2024 (“Effective Date”). This Transaction is governed by the WSPP Agreement effective September 11, 2023 (the “WSPP Agreement”), which is incorporated by this reference as if fully set forth herein. The WSPP Agreement and this Confirmation are referred to herein as the “Agreement.” In the event of a conflict between the provisions of the WSPP Agreement and this Confirmation, this Confirmation shall control. Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the WSPP Agreement.
Seller: CPA Buyer: SVCE
Contact
Information
Address:
Product
“Product” means Carbon Free Energy.
“Carbon Free Energy” means energy delivered from the Specified Carbon Free Source listed in Exhibit A and scheduled into the CAISO Balancing Authority. Carbon Free Energy does not include any RECs.
The Parties recognize that a schedule of energy into the CAISO Balancing Authority is a delivery to the Delivery Point and not directly to the Buyer. Scheduling energy into the CAISO Balancing Authority shall constitute delivery of the Product to the Buyer for purposes of this Confirmation, provided that such energy was delivered from the Specified Carbon Free Source.
Contract
Quantity
The Parties agree that the Transaction is a Unit Contingent contract for the Contract Quantity from Specified Carbon Free Source.
“Contract Quantity” means all of the Carbon Free Energy to be delivered to Seller pursuant to that certain GHG-Free Energy Allocation and Confirmation of Allocation Elections executed between Southern California Edison Company and Clean Power Alliance, provided that such Carbon Free Energy delivered from Seller to Buyer under this Confirmation shall be separated into tiers in accordance with the Contract Quantity Table below.
“Unit Contingent” means that Seller is excused from the failure to deliver the Contract Quantity to the extent that (i) the Specified Carbon Free Source(s) failed to generate a sufficient quantity of Product during the Delivery Period to provide the full Contract Quantity to Buyer and (ii) Seller has delivered all Product generated by the Specified Carbon Free Source(s) and received by Seller during the applicable year of Delivery Period to the Delivery Point.
“Specified Carbon Free Source(s)” as used herein means the nuclear-powered generation assets that are located within the WECC and are considered by the State of California to DocusignEnvelopeID:A010FEE7-C735-44A2-B019-EE61B0C7379A DocusignEnvelopeID:028EBF9A-8995-499F-8ABD-DD286FA03A7C Appendix A CPA
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have zero Greenhouse Gas emissions in accordance with the Regulation for Mandatory Reporting of Greenhouse Gas Emissions (title 17 California Code of Regulations (CCR), section 95100 et seq. ) (the “Cap and Trade Regulation”), as reflected in Exhibit A.
Contract Quantity Table:
Contract Year Tier 1 Tier 2 Tier 3 Tier 4
Project “Project” means the Specified Carbon Free Source.
Delivery Term The “Delivery Term” shall commence on January 1, 2025 and continue through and include December 31, 2027.
Contract Price
“CAISO Credit” means the Energy Price paid by the CAISO for each MWh of Carbon Free Energy delivered by Seller in accordance with this Agreement. “CF Price” means, for each MWh of Carbon Free Energy delivered by Seller in accordance with this Agreement, the sum of the Energy Price plus the price identified below corresponding to the amount of Contract Quantity delivered in each Tier (as such Tiers are set forth in the Contract Quantity Table (above)) for such Contract Year:
Contract Year Tier 1 Tier 2 Tier 3 Tier 4
“Energy Price” means the applicable day-ahead hourly market, hour-ahead fifteen-minute market, or real-time five-minute market, locational marginal price (“LMP”) clearing at the applicable Delivery Point(s), as published by the CAISO, per MWh of Carbon Free Energy delivered by Seller in accordance with this Agreement.
The “Contract Price” for each MWh of Carbon Free Energy delivered to Buyer in accordance herewith shall consist of the CF Price less the CAISO Credit.
Delivery Point “Delivery Point” means anywhere within the CAISO Balancing Authority.
Delivery Rate In any hour, the amount of Product delivered to Buyer at the Delivery Point will be at the discretion of the Seller, and such deliveries shall be measured for each hour that the Product is delivered to the Delivery Point.
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Scheduling;
Electricity
Importer
Seller shall, at its sole discretion, cause the Product to be scheduled from the Specified Carbon Free Source to the Delivery Point on a day-ahead, hour-ahead, and/or real- time basis.
The Product shall be scheduled in accordance with Generally Accepted Utility Practice. “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, a practice otherwise generally accepted in the WECC region.
Scheduling and Tagging: Seller will be responsible for all scheduling and tagging requirements for the Product in accordance with Generally Accepted Utility Practice.
Product deliveries shall be scheduled pursuant to WECC and CAISO requirements to the Delivery Point.
Seller shall deliver Carbon Free Energy in the amount of the Contract Quantity from Carbon Free Sources to the Delivery Point without substituting electricity from another source, as evidenced by e-Tags, meter data, or such other format acceptable to Buyer.
Deliveries shall be measured for each hour that the Carbon Free Energy is delivered to the Delivery Point, but for Carbon Free Sources located outside of CAISO shall not exceed the lesser of (i) the amount of Carbon Free Energy shown on e-Tags delivered to Buyer, and (ii) meter data from the Carbon Free Source.
Payment
For each month of the Delivery Period, Buyer shall pay Seller an amount equal to the Contract Quantity of Product that is scheduled and delivered to the Delivery Point in accordance with this Confirmation during such month multiplied by the Contract Price.
Buyer shall pay undisputed invoice amounts on or before the later of the twentieth (20th) day of the month in which the invoice was received or the tenth (10th) day after the receipt of the invoice, provided that if such day is not a Business Day, then on the next Business Day (“Payment”).
Credit
Requirements
Notwithstanding any other provision of the Agreement, Section 27 of the WSPP Agreement is not applicable to, and credit support is not required for either Party under this Confirmation.
Representations
& Warranties;
Title and
Reporting Rights
Seller represents and warrants that (i) Seller has the right to sell the Product from the Carbon Free Source(s); (ii) the Product is free and clear of all liens and encumbrances; (iii) Seller has not sold the Product to any other person or entity; and (iv) Seller will not substitute or purchase any Product from any generating resource other than the Carbon Free Source(s). As set forth in Section 33.2 of the WSPP Agreement, title and reporting rights to the Carbon Free Energy shall pass from Seller to Buyer at the Delivery Point.
Seller shall provide to Buyer an annual attestation confirming that the Seller delivered the necessary volume of Product no later than May 15th of the year following the year in which such Product was delivered. Upon Buyer’s reasonable request, but no later than May 15th of the year following the year in which such Product was delivered, Seller will provide Buyer with the CARB ID#’s, emission factors, and the allocated generation and meter data from the applicable Carbon Free Sources.
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Change in Law
Seller shall make commercially reasonable efforts to comply with Changes in Law or any change in the California Program, including but not limited to changes in the requirements applicable to the Product, provided that such costs shall not be greater than If Seller cannot comply with a Change in Law
or any change in the California Program by spending the Capped Amount or less, Buyer shall have the right, but not the obligation, to terminate this Confirmation upon five (5) days’ prior written notice to Seller. If Buyer elects to terminate this Confirmation under this section, neither Party shall be in default under this Confirmation or have any further obligations to the other Party (other than with respect to deliveries of Product prior to such termination). In the event of termination under this provision, Buyer shall remain obligated to pay the Contract Price for deliveries of Product prior to such termination.
Cross-Termination
This Confirmation shall terminate immediately upon the termination of the agreement regarding GHG-Free Energy Allocation and Confirmation of Allocation Elections executed between Southern California Edison Company and Clean Power Alliance. Such termination shall be without any remaining liability or obligation for either Party except for such liabilities or obligations arising prior to the date of termination.
Confidentiality Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.).
Governing Law This Agreement and the rights and duties of the Parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement.
No Recourse to
Members of Buyer
or Seller
Buyer and Seller are each organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and are public entities separate from their constituent members. Each Party agrees it will have no rights and will not make any claims, take any actions or assert any remedies against any of the other Party’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of the other Party or the other Party’s constituent members, in connection with this Confirmation.
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Entire
Agreement; No
Oral Agreements
or Modifications
This Confirmation sets forth the terms of the transaction into which the Parties have entered and shall constitute the entire Agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Confirmation may be entered into only by a Documentary Writing executed by both Parties, and no amendment or modification to this Confirmation shall be enforceable except through a Documentary Writing executed by both Parties.
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. 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.
Buyer Limited
Assignment
Buyer may make a limited assignment of Buyer’s right to receive all or a portion of the Product that would otherwise be delivered to Buyer hereunder to an entity (“Limited Assignee”) that has, or provides a parent guaranty, in form and substance reasonably acceptable to Seller from an entity with, an investment grade credit rating. In connection with any such assignment, Buyer and Seller agree to execute a limited assignment agreement substantially in a similar form of agreement that is reasonably acceptable to Buyer and Seller. For the avoidance of doubt, Buyer will remain responsible for all its obligations under this Agreement related to such assigned Product, including (i) the obligation to pay for such Product to the extent the Limited Assignee does not do so and (ii) any damages associated with such Limited Assignee’s failure to take any such Product. Notwithstanding anything to the contrary in Section 30.1 of the WSPP Agreement, the Parties agree that Buyer may disclose a copy of this Confirmation to Limited Assignee, who shall comply with the Section 30.1 of the WSPP Agreement as if it where a signatory thereto.
ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE:
SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
CLEAN POWER ALLIANCE OF
SOUTHERN CALIFORNIA, a California
joint powers authority
By: By:
Name:
Title:
Name:
Title:
Lindsay Descagnia
Vice President, Power Supply
DocusignEnvelopeID:A010FEE7-C735-44A2-B019-EE61B0C7379A MonicaPadilla
CEO
DocusignEnvelopeID:028EBF9A-8995-499F-8ABD-DD286FA03A7C Appendix A CPA
z DocuSigned by:
573FC104110B4C0...
170027443.2
170027443.2
EXHIBIT A
Specified Carbon Free Source
Facility Name State /
Province Technology CAISO Resource ID
Palo Verde AZ Nuclear PVERDE_5_SCEDYN
DocusignEnvelopeID:A010FEE7-C735-44A2-B019-EE61B0C7379A DocusignEnvelopeID:028EBF9A-8995-499F-8ABD-DD286FA03A7C Appendix A CPA
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1 MASTER POWER PURCHASE AND SALE AGREEMENT
CONFIRMATION LETTER – RESOURCE ADEQUACY
BETWEEN
SHELL ENERGY NORTH AMERICA (US), L.P.
AND
SILICON VALLEY CLEAN ENERGY AUTHORITY
This Confirmation Letter ("Confirmation") confirms the Transaction between Shell Energy North America (US), L.P., a Delaware limited partnership (“Buyer”) 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”) in which Seller agrees to provide to Buyer the right to the Product, as such term is defined in Article 3 of this Confirmation.
This Transaction is governed by the Edison Electric Institute Master Power Purchase and Sale Agreement between the Parties, effective as of November 28, 2016, along with any annexes (including Paragraph 10 of the Collateral Annex, as applicable) and amendments thereto (collectively, the “Master Agreement”).
The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement”.
Capitalized terms used but not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or the Tariff (defined herein below).
ARTICLE 1. DEFINITIONS
1.1 “Alternate Capacity” means any replacement Product which Seller has elected to provide to Buyer in accordance with the terms of Section 4.5.
1.2 “Applicable Laws” means any law, rule, regulation, order, decision, judgment, or other legal or regulatory determination by any Governmental Body having jurisdiction over one or both Parties or this Transaction, including without limitation, the Tariff.
1.3 “Availability Incentive Payments” shall mean Availability Incentive Payments as defined in FERC filing ER09-1064 or such other similar term as modified and approved by FERC thereafter to be incorporated in the Tariff or otherwise applicable to CAISO.
1.4 “Availability Standards” shall mean the availability standards set forth in Section 40.9 of the Tariff.
1.5 “Buyer” has the meaning specified in the introductory paragraph hereof.
1.6 “CAISO” means the California Independent System Operator Corporation or its successor.
1.7 “Capacity Replacement Price” means (a) the price actually paid for any Replacement Capacity purchased by Buyer pursuant to Section 4.7 hereof, plus costs reasonably incurred by Buyer in purchasing such Replacement Capacity, or (b) absent a purchase of any Replacement Capacity, the market price for such Designated RA Capacity not provided at the Delivery Point. Buyer shall determine such market prices in a commercially reasonable manner. For purposes of Section 1.51 of the Master Agreement, “Capacity Replacement Price” shall be deemed to be the “Replacement Price” as used in the Master Agreement.
1.8 “Confirmation” has the meaning specified in the introductory paragraph hereof.
1.9 “Confirmation Effective Date” has the meaning specified in the introductory paragraph hereof.
1.10 “Contingent Firm RA Product” has the meaning specified in Section 3.2 hereof.
1.11 “Contract Price” means, for any Monthly Delivery Period, the price for such Monthly Delivery Period as specified in the “RA Capacity Price Table” set forth in Section 4.9.
1.12 “Contract Quantity” means, with respect to any particular Showing Month of the Delivery Period, the amount of Product (in MWs) set forth in the “Contract Quantity Table” in Section 4.3 which Seller has agreed to provide to Buyer from the Unit for such Showing Month.
Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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2 1.13 “CPUC Decisions” means, CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-06-064, 06-07- 031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14-06-050, 21-07-014, 22-06-050 and subsequent decisions related to resource adequacy, as may be amended from time to time by the CPUC.
1.14 “CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for LSE’s to demonstrate compliance with the CPUC’s resource adequacy program.
1.15 “Delivery Period” has the meaning specified in Section 4.1 hereof.
1.16 “Delivery Point” has the meaning specified in Section 4.2 hereof.
1.17 “Designated RA Capacity” shall be equal to, for each day during any particular Showing Month of the Delivery Period, the Contract Quantity of Product for such Showing Month, including the amount of Contract Quantity that Seller has elected to provide Alternate Capacity with respect to, minus any reductions to Contract Quantity specified in Section 4.4 with respect to which Seller has not elected to provide Alternate Capacity.
1.18 “Effective Flexible Capacity” has the meaning specified for such term in the Tariff.
1.19 “Flexible Capacity Requirements” or “FCR” means the flexible capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction.
1.20 “Flexible RA Product” means Designated RA Capacity consisting of FCR Attributes, and, if applicable, LAR Attributes and/or RAR Attributes.
1.21 “FCR Attributes” means, with respect to a Unit, any and all flexible resource adequacy attributes, that can be counted toward an LSE’s FCR, as they are identified from time to time by the CPUC Decisions, the Tariff, an LRA or other Governmental Body having jurisdiction, exclusive of any LAR Attributes and RAR Attributes.
1.22 “FCR Showing” means the FCR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions and the Tariff, or to an LRA having jurisdiction over the LSE.
1.23 “Generic RA Product” means Designated RA Capacity consisting of RAR Attributes and, if applicable, LAR Attributes, but not FCR Attributes.
1.24 “Governmental Body” means (i) any federal, state, local, municipal or other government; (ii) 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 (iii) any court or governmental tribunal.
1.25 “LAR” means local area reliability, which is any program of localized resource adequacy requirements established for jurisdictional LSEs by the CPUC pursuant to the CPUC Decisions, or by another LRA having jurisdiction over the LSE, as implemented in the Tariff. LAR may also be known as local resource adequacy, local RAR, or local capacity requirement in other regulatory proceedings or legislative actions.
1.26 “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 from time to time by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction, associated with the physical location or point of electrical interconnection of such Unit within the CAISO Control Area, that can be counted toward LAR, exclusive of any RA 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.
Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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3 1.27 “LAR Showings” means the LAR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuant to the CPUC Decisions, or to an LRA having jurisdiction over the LSE.
1.28 “LRA” has the meaning set for in the Tariff for the term “Local Regulatory Authority”.
1.29 “LSE” has the meaning specified in the Tariff for the term “Load Serving Entity”.
1.30 “Master Agreement” has the meaning specified in the introductory paragraph hereof.
1.31 “Monthly Delivery Period” means each calendar month during the Delivery Period and shall correspond to each Showing Month.
1.32 “Net Qualifying Capacity” has the meaning set forth in the Tariff.
1.33 “Non-Excusable Event” means any event, other than a Planned Outage and those events described under the definition of "Unit Firm" in the Master Agreement that excuse Seller's performance, that causes Seller to fail to perform its obligations under this Confirmation, including, without limitation, any such event resulting from (a) the negligence of the owner, operator or Scheduling Coordinator of a Unit, or (b) Seller’s failure to comply, or failure to cause the owner, operator or Scheduling Coordinator of the Units to comply, with the terms of the Tariff with respect to the Units providing RA Attributes, Flexible RA Attributes or LAR Attributes, as applicable.
1.34 “Non-Availability Charges” are as defined in the Tariff.
1.35 “Notification Deadline” means, for each Showing Month, the date that is fifteen (15) Business Days before the earlier of the relevant deadlines for (a) the corresponding RAR Showings, FCR Showings and/or LAR Showings for such Showing Month, and (b) the Supply Plan filings applicable to that Showing Month.
1.36 “Outage” means any CAISO approved 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 doubt, Outage shall be deemed to include Planned Outage (defined below).
1.37 “Planned Outage” means, subject to and as further described in the Tariff, a CAISO-approved planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit.
1.38 “Product” has the meaning specified in Article 3 hereof.
1.39 “RA Capacity” means the qualifying and deliverable capacity of the Unit for RAR and, if applicable, LAR, and FCR purposes for the Delivery Period, as determined by the CAISO or other Governmental Body authorized to make such determination under Applicable Laws. RA Capacity encompasses the applicable RA Attributes, and if applicable, LAR Attributes and FCR Attributes of the capacity provided by a Unit.
1.40 “RA Capacity Payment” has the meaning specified in Section 4.9 hereof.
1.41 “RAR” means the resource adequacy requirements, exclusive of LAR established for LSEs by the CPUC pursuant to the CPUC Decisions, or by an LRA or other Governmental Body having jurisdiction.
1.42 “RAR Attributes” means, with respect to a Unit, any and all resource adequacy attributes, as identified and existing as of the Confirmation Date 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.
1.43 “RAR Showings” means the RAR compliance showings (or similar or successor showings) an LSE is required to make to the CPUC (and/or, to the extent authorized by the CPUC, to the CAISO), pursuant to the Tariff or CPUC Decisions, or to an LRA having jurisdiction.
1.44 “Replacement Capacity” has the meaning specified in Section 4.7 hereof.
Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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4 1.45 “Replacement Unit” means any generating unit having comparable RAR Attributes, LAR Attributes and, if applicable, FCR Attributes to the Unit(s), meeting the requirements for a Unit specified herein and meeting the requirements specified in Section 4.5.
1.46 “Resource Category” shall be as described in the CPUC Filing Guide, as such may be modified, amended, supplemented or updated from time to time.
1.47 “Scheduling Coordinator” has the same meaning as in the Tariff.
1.48 “Seller” has the meaning specified in the introductory paragraph hereof.
1.49 “Showing Month” shall be the calendar month during the Delivery Period that is the subject of the RAR Showing, LAR Showing, and/or FCR Showing, as applicable, as set forth in the CPUC Decisions or Tariff. For illustrative purposes only, the monthly RAR Showing made in June is for the Showing Month of August.
1.50 “Supply Plan” has the meaning specified in the Tariff.
1.51 “Tariff” means the tariff and protocol provisions of the CAISO, as amended or supplemented from time to time. For purposes of Article 5, the Tariff refers to the tariff and protocol provisions of the CAISO as they exist on the Confirmation Effective Date.
1.52 “Transaction” has the meaning specified in the introductory paragraph hereof.
1.53 “Unit” or “Units” shall mean the generation assets described in Article 2 hereof (including any Replacement Units), from which RA Capacity is provided by Seller to Buyer.
1.54 “Unit EFC” means the Effective Flexible Capacity set by the CAISO for the applicable Unit. If the CAISO adjusts the Unit EFC after the Confirmation Effective Date, then for the period in which the adjustment is effective, the Unit EFC shall be deemed the lessor of (i) the Unit EFC as of the Confirmation Effective Date, or (ii) the CAISO-adjusted Effective Flexible Capacity.
1.55 “Unit NQC” means the Net Qualifying Capacity set by the CAISO for the applicable Unit. If the CAISO adjusts the Net Qualifying Capacity of a Unit after the Confirmation Effective Date, then for the period in which the adjustment is effective, the Unit NQC shall be deemed the lesser of (i) the Unit NQC as of the Confirmation Effective Date, or (ii) the CAISO-adjusted Net Qualifying Capacity.
Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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5 ARTICLE 2. UNIT INFORMATION
Months January 2025, March 2025
Name High Desert Power Project
Aggregate
Location Victorville, CA
CAISO Resource ID HIDSRT_2_UNITS
Unit SCID TS30
Unit NQC 830
Unit EFC 630
Resource Type Natural Gas Fired
Resource Category (1, 2, 3 or 4) 4, (24/7=Yes)
Flexible RAR Category (1, 2 or 3) N/A
Path 26 (North or South) South
Local Capacity Area (if any, as of
Confirmation Effective Date) CAISO System
Deliverability restrictions, if any, as
described in most recent CAISO
deliverability assessment
None
Run Hour Restrictions None
Months February 2025
Name Colusa Generating Station
Location Maxwell, CA
CAISO Resource ID COLUSA_2_PL1X3
Unit SCID TS30
Unit NQC 627
Unit EFC 516.7
Resource Type Natural Gas Fired
Resource Category (1, 2, 3 or 4) 4, (24/7=Yes)
Flexible RAR Category (1, 2 or 3) N/A
Path 26 (North or South) North
Local Capacity Area (if any, as of
Confirmation Effective Date) CAISO System
Deliverability restrictions, if any, as
described in most recent CAISO
deliverability assessment
None
Run Hour Restrictions None
ARTICLE 3. RESOURCE ADEQUACY CAPACITY PRODUCT
Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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6 3.1 During the Delivery Period, Seller shall provide to Buyer, pursuant to the terms of this Confirmation, the Designated RA Capacity in accordance with the product types selected in Section 3.2 (the “Product”) and the Contract Quantity set forth in Section 4.3. The Product does not confer to Buyer any right to the electrical output from the Units, other than the right to include the Designated RA Capacity associated with the Contract Quantity in RAR Showings, LAR Showings, and/or FCR Showings, 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 Buyer as part of this Transaction and Buyer shall not be responsible for compensating Seller for Seller’s commitments to the CAISO required by this Confirmation. Seller retains the right to sell any pursuant to the Tariff any RA Capacity from a Unit in excess of that Unit’s Contract Quantity and any RA Attributes, LAR Attributes or FCR Attributes not otherwise transferred, conveyed, or sold to Buyer under this Confirmation.
3.2 Product Type
Flexible RA Product
The Designated RA Capacity is a Flexible RA Product. For avoidance of doubt, the Flexible RA Product to be delivered by Seller to Buyer hereunder shall include the following Product attributes:
[ ] FCR Attributes with LAR Attributes
[ ] FCR Attributes with RAR Attributes
Generic RA Product
The Designated RA Capacity is a Generic RA Product. For avoidance of doubt, the Generic RA Product to be delivered by Seller to Buyer hereunder shall include the following Product attributes:
[X] RAR Attributes
[ ] LAR Attributes
3.3 Delivery Obligation
Contingent Firm RA Product
Seller shall provide Buyer with Designated RA Capacity from the Units. If those Units are not able to provide the full amount of the Contract Quantity as a result of a Non-Excusable Event, then, subject to Section 4.4, Seller shall have the option to notify Buyer in writing by the Notification Deadline that either (a) Seller will not provide the full Contract Quantity during the period of such non-availability; or (b) Seller will supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Buyer with the Contract Quantity as a result of a Non-Excusable Event and has failed to notify Buyer in writing by the Notification Deadline that it will not provide the full Contract Quantity during the period of such non availability as provided in Section 4.4, then Seller shall be liable for damages and/or required to indemnify Buyer for any resulting penalties or fines pursuant to the terms of Sections 4.7 and
4.8 hereof. Notwithstanding anything herein to the contrary, if Seller provides less than the full amount of the Contract Quantity for any reason other than a Non-Excusable Event or in accordance with Section 4.4, and Seller provides notice of such by the Notification Deadline, Seller is not obligated to provide Buyer with Alternate Capacity or to indemnify Buyer for any resulting penalties or fines. The Product is a Contingent Firm RA Product, and with respect to this Contingent Firm RA Product, “Contingent Firm” shall have the same meaning as “Unit Firm” in the Master Agreement.
Firm RA Product
Seller shall provide Buyer with Designated RA Capacity from the Unit(s) in the amount of the Contract Quantity. If the Units are not available to provide the full amount of the Contract Quantity for any reason other than Force Majeure, including without limitation any Outage or any adjustment of the RA Capacity of any Unit, pursuant to Section 4.4, then, Seller shall provide Buyer with Designated RA Capacity from one or more Replacement Units pursuant to Section 4.5 hereof. If Seller fails to provide Buyer with replacement Designated RA Capacity from Replacement Units pursuant to Section 4.5, then Seller shall be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof.
Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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7 ARTICLE 4. DELIVERY AND PAYMENT
4.1 Delivery Period
The Delivery Period shall be: January 1, 2025 through March 31, 2025, inclusive.
4.2 Delivery Point
The Delivery Point for each Unit shall be the CAISO Control Area, and if applicable, the LAR region in which the Unit is electrically interconnected.
4.3 Contract Quantity
The Contract Quantity for each Monthly Delivery Period shall be:
Contract Quantity Table
Contract Month / Year Contract Quantity
(MWs)
4.4 Adjustments to Contract Quantity
(a) Planned Outages: If Seller is unable to provide the applicable Contract Quantity for all or a portion of a Showing Month due to a Planned Outage of a Unit, then Seller shall have the option, but not the obligation, upon written notice to Buyer by the Notification Deadline, to either (a) reduce the Contract Quantity in accordance with the Planned Outage for such portion of the Showing Month; or (b) provide Alternate Capacity up to the Contract Quantity for the applicable portion of such Showing Month.
(b) Reductions in Unit NQC: If the Product is both (i) Generic RA Product, and (ii) Contingent Firm RA Product, then Seller’s obligation to deliver the applicable Contract Quantity for any Showing Month may also be reduced by Seller if the Unit experiences a reduction in Unit NQC as determined by the CAISO. If the Unit experiences such a reduction in Unit NQC then Seller has the option, but not the obligation, upon written notice to Buyer by the Notification Deadline, to provide the applicable Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product, and/or (ii) from Replacement Units, provided, that in each case Seller provides and identifies such Replacement Units in accordance with Section 4.5. (c) If Product is both (i) Flexible RA Product specified under Section 3.2, and (ii) Contingent Firm RA Product specified under Section 3.3, then Seller’s obligation to deliver the applicable Contract Quantity for any Showing Month may also be reduced if the Unit experiences a reduction in Unit EFC or Unit NQC as determined by the CAISO. If the Unit experiences such a reduction in Unit EFC or Unit NQC, then Seller has the option, but not the obligation, to provide the applicable Contract Quantity for such Showing Month from (i) the same Unit, provided the Unit has sufficient remaining and available Product and/or (ii) Alternate Capacity up to the Contract Quantity.
4.5 Alternative Capacity and Replacement Units
(a) If Seller elects or is unable to provide the full Contract Quantity for any Showing Month for any reason, including, without limitation, due to one of the reasons specified in Section 4.4, or Seller desires to provide the Contract Quantity for any Showing Month from a different generating unit other than the Unit, then Seller, at no additional cost to Buyer, may provide Buyer with Alternate Capacity from one or more Replacement Units, with the total amount of Product provided to Buyer from the Unit and Replacement Units up to an amount equal Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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8 to the Contract Quantity for the applicable Showing Month; provided that in each case, Seller shall notify Buyer in writing of such Replacement Units no later than the Notification Deadline. If Seller notifies Buyer in writing as to the particular Replacement Units and such Units meet the requirements of this Section 4.5, then such Replacement Units shall be automatically deemed a Unit for purposes of this Confirmation for the remaining portion of that Showing Month. The Replacement Units shall (i) have the same Resource Category, the same Flexible Capacity Category, and the same 24-hour shape of the Product as identified in Article 2, (ii) be accepted by the CAISO, and (iii) otherwise satisfy the requirements of this Confirmation. Seller shall not be liable to Buyer or any other party for damages, including any cover costs, and/or required to indemnify Buyer for costs, penalties or fines pursuant to the terms of Sections 4.7 and 4.8 hereof if and only if Seller has provided Buyer with timely notice pursuant to this Section 4.5(a) of Seller’s intent not to provide Alternate Capacity in an amount equal to the Contract Quantity of that Showing Month.
(b) If Seller is unable to provide the full Contract Quantity for any Showing Month for any reason, including, without limitation, due to one of the reasons specified in Section 4.4 and Seller does not provide Alternate Capacity in an amount equal to that which allows Seller to provide the full Contract Quantity for that Showing Month, then Buyer may, but shall not be required to, purchase Replacement Capacity.
4.6 Delivery of Product
Seller shall provide Buyer with the Designated RA Capacity of Product for each Showing Month consistent with the following:
Seller shall, on a timely basis, submit, or cause the Unit’s Scheduling Coordinator to submit, Supply Plans to identity and confirm the Designated RA Capacity provided to Buyer for each Showing Month so that the total amount of Designated RA Capacity identified and confirmed for such Showing Month equals the Designated RA Capacity, unless specifically requested not to do so by Buyer.
4.7 Damages for Failure to Provide Designated RA Capacity If Seller fails to provide Buyer with the Designated RA Capacity of Product for any Showing Month, and such failure is not excused under the terms of the Confirmation, then the following shall apply:
(a) Buyer may, but shall not be required to, replace any portion of the Designated RA Capacity not provided by Seller with capacity having equivalent RA Attributes, LAR Attributes and/or FCR Attributes as the Designated RA Capacity not provided by Seller; provided, however, that if any portion of the Designated RA Capacity that Buyer is seeking to replace is Designated RA Capacity having solely RAR Attributes and no LAR Attributes or FCR Attributes, and no such RA Capacity is available, then Buyer may replace such portion of the Designated RA Capacity with capacity having any applicable FCR Attributes and/or LAR Attributes (“Replacement Capacity”). Buyer may enter into purchase transactions with one or more parties to replace any portion of Designated RA Capacity not provided by Seller so long as such transactions are done at prevailing market prices. Additionally, Buyer may enter into one or more arrangements to repurchase its obligation to sell and deliver capacity to another party, and, to the extent such transactions are done at prevailing market prices, such arrangements shall be considered equivalent to the procurement of Replacement Capacity. Buyer shall use commercially reasonable efforts to minimize damages when procuring any Replacement Capacity.
(b) Seller shall pay to Buyer an amount equal to the positive difference, if any, between (i) the sum of (A) the Replacement Capacity times the Capacity Replacement Price, and (B) the Designated RA Capacity not provided by Seller (less any Replacement Capacity) times the Capacity Replacement Price; and (ii) the Designated RA Capacity not provided by Seller times the Contract Price for that month. If Seller fails to pay these damages, then Buyer may in addition to any other remedies that may be available to Buyer, offset those damages owed it against any future amounts it may owe to Seller under this Confirmation pursuant Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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9 to Article 6 of the Master Agreement. Seller will not be in breach of this Confirmation for any failure to provide any Designated RA Capacity so long as Seller complies with the provisions of this Section 4.7.
4.8 Indemnities for Failure to Deliver Contract Quantity Subject to any adjustments made pursuant to Section 4.4, Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs assessed against Buyer by the CPUC or the CAISO, resulting from any of the following:
(a) Seller’s failure to provide any portion of the Designated RA Capacity if such failure is not excused under the terms of the Product or by Buyer’s failure to perform; (b) Seller’s failure to provide notice of the non-availability of any portion of Designated RA Capacity as required under Sections 4.5; or
(c) A Unit Scheduling Coordinator’s failure to timely submit accurate Supply Plans that identify Buyer’s right to the Designated RA Capacity purchased hereunder.
With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize such penalties, fines and costs; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties and fines. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then Buyer may, in addition to any other remedies that may be available to Buyer, offset those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation.
4.9 RA Capacity Payment
In accordance with the terms of Article 6 of the Master Agreement, Buyer shall make an RA Capacity Payment to Seller for each Unit, in arrears, after the applicable Showing Month. The RA Capacity Payment shall be equal to the sum for each day during the Showing Month of the product of (a) the applicable Contract Price for such Showing Month, multiplied by (b) the Designated RA Capacity for the Monthly Delivery Period, multiplied by (c) 1,000. The final product of this RA Capacity Payment calculation shall be rounded to the nearest penny (i.e., two decimal places); provided, however, that the Monthly RA Capacity Payment shall be prorated to reflect any portion of Designated RA Capacity that was not delivered pursuant to Section 4.4 at the time of the CAISO filing for the respective Showing Month.
RA Capacity Price Table
Contract
Month / Year Contract Price
4.10 Allocation of Other Payments and Costs
Seller shall be entitled to receive and retain all revenues that Buyer is not expressly entitled to receive pursuant to this Agreement, including all revenues that Seller may receive from the CAISO or any other third party with respect to any Unit for (a) start-up, shut-down, and minimum load costs, (b) revenue for ancillary services, (c) energy sales, (d) any revenues for black start or reactive power services, or (e) the sale of the unit-contingent call rights on the generation capacity of the Unit to provide energy to a third party, so long as such rights do not confer on such third party the right to claim any portion of the RA Capacity sold hereunder in order to make an RAR Showing, LAR Showing, FCR Showing, or any similar capacity or resource adequacy showing with the CAISO or CPUC. Buyer acknowledges and agrees that all Availability Incentive Payments are for the benefit of Seller and for Seller’s account, and that Seller shall receive, retain, or be entitled to receive all credits, payments, and revenues, if any, resulting from Seller achieving or Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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10 exceeding Availability Standards. The Parties acknowledge and agree that any Non-Availability Charges are the responsibility of Seller, and for Seller’s account and Seller shall be responsible for all fees, charges, or penalties, if any, resulting from Seller failing to achieve Availability Standards. If a centralized capacity market develops within the CAISO region, Buyer will have exclusive rights to offer, bid, or otherwise submit Designated RA Capacity provided to Buyer pursuant to this Confirmation for re-sale in such market, and retain and receive any and all related revenues.
ARTICLE 5. CAISO OFFER REQUIREMENTS
During the Delivery Period, except to the extent any Unit is in an Outage, or is affected by an event of Force Majeure that results in a partial or full outage of that Unit, Seller is responsible for either scheduling or causing the Unit’s Scheduling Coordinator to schedule with, or make available to, the CAISO each Unit’s Designated RA Capacity in compliance with the Tariff, and performing, or causing the Unit’s Scheduling Coordinator, owner, or operator, as applicable, to perform all obligations under the Tariff that are associated with the sale of Designated RA Capacity hereunder. Buyer shall have no liability for the failure of Seller or the failure of any Unit’s Scheduling Coordinator, owner, or operator to comply with such Tariff provisions, including any penalties or fines imposed on Seller or the Unit’s Scheduling Coordinator, owner, or operator for such noncompliance.
ARTICLE 6. CHANGE IN LAW
If any statutes, rules, regulations, permits or authorizations are enacted, amended, granted or revoked which have the effect of changing the transfer and sale procedure for Product set forth in this Confirmation so that the implementation of this Confirmation becomes impossible or impracticable, or if a new product that is a derivative of the Product(s) contracted for herein is created, the Parties hereto agree to negotiate in good faith to amend this Confirmation, to conform with such new statutes, regulations, or rules in order to maintain the original intent of the Parties under this Confirmation or to provide Buyer with Product pursuant to another program if possible; provided, however, that neither Party shall be obligated to enter into any such amendment except in its sole discretion.
ARTICLE 7. OTHER BUYER AND SELLER COVENANTS
7.1 Further Assurances
Buyer and Seller shall, throughout the Delivery Period, take all commercially reasonable actions and execute any and all documents or instruments reasonably necessary to ensure Buyer’s right to the use of the Contract Quantity for the sole benefit of Buyer’s applicable RAR, LAR and/or FCR, as applicable, including, without limitation:
(a) Cooperating with and providing, and in the case of Seller causing each Unit’s Scheduling Coordinator, owner, or operator to cooperate with and provide requested supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering RAR, LAR, and/or FCR under Applicable Laws, to certify or qualify the Contract Quantity as RA Capacity and Designated RA Capacity. Such actions shall include, without limitation, providing information requested by the CAISO, CPUC, or by an LRA having jurisdiction, to demonstrate for each month of the Delivery Period the ability to deliver the Contract Quantity from each Unit to the CAISO Controlled Grid for the minimum hours required to qualify as RA Capacity, and providing information requested by the CPUC, the CAISO or other Governmental Body having jurisdiction to administer the applicable RAR, LAR and FCR to demonstrate that the Contract Quantity can be delivered to the CAISO Controlled Grid pursuant to the “deliverability” standards established by the CAISO or other Governmental Body having jurisdiction to administer RAR, LAR and/or FCR; and
(b) Negotiating in good faith to make necessary amendments, if any, to this Confirmation, which remain subject to agreement of such Parties, in each Party’s sole discretion, to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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11 the CPUC, FERC, or other Governmental Body having jurisdiction to administer the applicable RAR or FCR so as to maintain the purpose and intent of the Transaction agreed to by the Parties on the Confirmation Effective Date.
7.2 Seller Representations and Warranties
Seller represents, warrants and covenants to Buyer that, throughout the Delivery Period:
(a) Seller owns or has the exclusive right to the RA Capacity sold under this Confirmation from each Unit, and shall furnish Buyer, the CAISO, CPUC, or other jurisdictional LRA of or other Governmental Body with such evidence as may reasonably be requested to demonstrate such ownership or exclusive right;
(b) No portion of the Contract Quantity has been committed by Seller to any third party in order to satisfy RAR, LAR, FCR or analogous obligations in CAISO markets, other than pursuant to an RMR Agreement between the CAISO and either Seller or the Unit’s owner or operator;
(c) No portion of the Contract Quantity has been committed by Seller in order to satisfy RAR, LAR, FCR, or analogous obligations in any non-CAISO market; (d) Each Unit is connected to the CAISO Controlled Grid, is within the CAISO Control Area, or is under the control of CAISO;
(e) The owner or operator of each Unit is obligated to comply with Applicable Laws, including the Tariff, relating to RA Capacity, RAR, LAR and FCR;
(f) If Seller is the owner of any Unit, the cumulative amounts of LAR Attributes, RAR Attributes and FCR Attributes that Seller has sold, assigned or transferred for any Unit does not exceed that Unit’s RA Capacity;
(g) With respect to the RA Capacity provided under this Confirmation, Seller shall, and each Unit’s Scheduling Coordinator is obligated to, comply with Applicable Laws, including the Tariff, relating to RA Capacity, RAR, LAR and FCR;
(h) Seller has notified the Scheduling Coordinator of each Unit that Seller has transferred the Designated RA Capacity to Buyer, and the Scheduling Coordinator is obligated to deliver the Supply Plans in accordance with the Tariff;
(i) Seller has notified the Scheduling Coordinator of each Unit that Seller is obligated to cause each Unit’s Scheduling Coordinator to provide to Buyer, no later than the Notification Deadline, of the Designated RA Capacity of each Unit that is to be submitted in the Supply Plan associated with this Agreement for the applicable period; and (j) Seller has notified each Unit’s Scheduling Coordinator that Buyer is entitled to the revenues set forth in Section 4.10 of this Confirmation, and such Scheduling Coordinator is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.
ARTICLE 8. CONFIDENTIALITY
Notwithstanding any agreement or obligation of confidentiality or non-disclosure between Buyer and Seller, the Parties agree that Buyer may disclose the Designated RA Capacity under this Transaction to any Governmental Body, the CPUC, the CAISO or any LRA having jurisdiction in order to support its LAR Showings, RAR Showings and/or FCR Showings, as applicable, and Seller may disclose the transfer of the Designated RA Capacity under this Transaction to the SC of each Unit in order for such SC to timely submit accurate Supply Plans. In addition, If Buyer becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator rule, or a request to Buyer under the California Public Records Act (California Government Code Section 6250 et seq.)) to disclose any confidential information of Seller, Buyer may do so after Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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12 providing Seller with prompt notice so that Seller, at its sole expense, may seek an appropriate protective order or other appropriate remedy against disclosure. Notwithstanding anything to the contrary in Section
10.11 of the Master Agreement, Buyer may make portions of this Confirmation available to the public as part of Buyer’s process of seeking approval from its Board of Directors for this Transaction.
ARTICLE 9. BUYER’S RE-SALE OF PRODUCT
Buyer may re-sell all or a portion of the Product hereunder. In the event of any such re-sale, Seller shall cause its Scheduling Coordinator to cooperate reasonably with Buyer and Buyer’s transferee (and their respective Scheduling Coordinators) to allow such transferee to utilize the re-sold Product.
ARTICLE 10. MARKET BASED RATE AUTHORITY
Upon Buyer’s written request, Seller shall, in accordance with Federal Energy Regulatory Commission (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 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 11. COLLATERAL REQUIREMENTS
The Parties further agree that for the purposes of calculating the Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, the Current Mark-to-Market Value for this Transaction is deemed to be zero.
ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE.
SHELL ENERGY NORTH AMERICA (US), L.P. SILICON VALLEY CLEAN ENERGY AUTHORITY By: __________________________ By: __________________________ Name: _________________________ Name:
Title: __________________________ Title:
Date: Date:
Michael J. Yen
Confirmations Team Lead
11/13/2024
Docusign Envelope ID: 7E66B4E7-B336-4261-BFCB-BF217B2FE3A0 11/15/2024
CEO
Monica Padilla
Docusign Envelope ID: 1A419235-D512-4AC9-99E2-2FC56B9B76C8 Appendix A Shell Energy North America
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573FC104110B4C0...
1 EEI RESOURCE ADEQUACY CONFIRMATION
This confirmation (“Confirmation”) confirms the transaction between NRG Business Marketing LLC (“NBM”), (“Party A”) and Silicon Valley Clean Energy Authority (“Party B”), each individually a “Party” and together the “Parties”, dated as the last dated signature on the signature page hereto (the “Effective Date”), by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product. This Transaction is governed by the Edison Electric Institute Master Power Purchase and Sale Agreement between the Parties dated November 28, 2016 as amended from time to time (the “Master Agreement”). The Master Agreement and this Confirmation, including any applicable appendices, exhibits or amendments hereto, shall be collectively referred to herein as the “Agreement” and shall constitute a single agreement between the Parties with respect to the Transaction. Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff. References to Sections are references to Sections of this Confirmation unless stated to be references to Sections of the Master Agreement or a statute.
The terms of the Transaction to which this Confirmation relates are as follows:
Buyer: NRG Business Marketing LLC Seller: Silicon Valley Clean Energy Authority Product: RAR Local RAR Flexible Capacity, as further
described in Appendix B
Contract Price ($/kW-month): As described in Appendix B Contract Quantity (MW): As described in Appendix B
Delivery Period: February 1, 2025 – April 30, 2025, inclusive, as further described in Appendix B
Unit Information: Described in Appendix B
Payment Terms: 20th Day of the month following the Delivery Period, as further described in Article 3
This Confirmation is subject to the Appendices identified below and attached hereto:
Appendix A – Defined Terms
Appendix B – Product and Unit Information
Appendix C – Notice Information
Appendix D – Planned Outage Schedule
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
El
2 IN WITNESS WHEREOF, the Parties have signed this Confirmation effective as of the Effective Date.
NRG Business Marketing LLC
By: ________________________________
Sign:
Print: _______________________________
Title: _______________________________
Date:_______________________________
Silicon Valley Clean Energy Authority
By: ________________________________
Sign:
Print: _______________________________
Title: _______________________________
Date: _______________________________
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Monica Padilla
11/20/2024
Monica Padilla
CEO
Jay Robertson Sr. Director, West Power Trading Jay Robertson 11/22/2024 Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
G
—DocuSigned by:
ftUlAJM. f’a./ilLx
— 573FC104110B4C0
3 ARTICLE 1
TRANSACTION TERMS
Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are described on page 1 of this Confirmation and in Appendix B. Appendices A, B, C, and D are incorporated into this Confirmation.
☐ Firm RA Product:
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. ☒ Contingent Firm RA Product:
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 as a result of any reduction of the Contract Quantity of the Unit in accordance with Section 2.2, Seller shall have the option to notify Buyer that either (a) Seller will not provide the portion of the Contract Quantity attributable to such reduction during the period of such non-availability; or (b) Seller will supply Alternate Capacity to fulfill the remainder of the Contract Quantity during such period pursuant to Section 2.3. If the Unit is not available to provide the full amount of the Contract Quantity as a result of any reason other than as provided in Section 2.2, then Seller shall have the option to supply Alternate Capacity pursuant to Section 2.3 to fulfill the remainder of the Contract Quantity during such period. If Seller fails to provide Buyer with the Expected Contract Quantity from the Unit and has failed to supply Alternate Capacity to fulfill the remainder of the Expected Contract Quantity during such period, then Seller shall be liable for damages and/or required to indemnify Buyer for penalties or fines pursuant to the terms of Section 2.5.
ARTICLE 2
DELIVERY OBLIGATIONS AND ADJUSTMENTS
2.1 Sale and Delivery of Product
(a) For each day of the Delivery Period, Seller shall sell and deliver to Buyer, and Buyer shall purchase and receive from Seller, the Expected Contract Quantity of the Product from the Shown Unit(s). Seller’s obligation to deliver the Expected Contract Quantity of Product for each day of the Delivery Period is firm and will not be excused for any reason.
(b) Seller shall deliver the Expected Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit(s) and the characteristics of the Shown Unit(s) and Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
4 Product for Buyer, 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 day of the Delivery Period, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each day of the Delivery Period. The total amount of Product identified and confirmed for each day of the Delivery Period shall equal the Expected Contract Quantity. (d) Seller may 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 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 controlled grid or be under the operational control of CAISO. A Shown Unit may not be an unspecified import. Seller shall identify the Shown Unit(s) and Expected Contract Quantity by providing Buyer with the specific information contemplated in Appendix B no later than the Notification Deadline for the Delivery Period. (e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Expected Contract Quantity for the Shown Unit(s) in any day of the Delivery Period, the Parties shall confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Delivery Period.
(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 instructions to withhold all or part of the Expected Contract Quantity from Seller’s Supply Plan for any day of the Delivery Period during the Delivery Period, has been accepted for the Product from the Shown Unit(s) by CAISO. Seller has failed to deliver the Product if (i) Buyer has elected to submit the Product from the Shown Unit(s) in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section 2.1(e) or (ii) Seller fails to submit the volume of Expected Contract Quantity for any day of the Delivery Period in such amount as instructed by Buyer for the applicable day(s) of the Delivery Period. Seller shall not have failed to deliver the Expected Contract Quantity if Buyer fails or chooses not to submit the Shown Unit(s) and the Product in its Resource Adequacy Plan with the CPUC or CAISO.
(g) The Shown Unit(s) must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC.
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
5 2.2 Adjustments to ContractQuantity
If Seller is providing Contingent Firm RA Product, Seller’s obligation to deliver the Contract Quantity for each day of the Delivery Period may be reduced at Seller’s option by the amount of any Planned Outages which exist with respectto any portion of the Unit during the applicabledays of such Planned Outages; provided, (i) Seller notifies Buyer by the Notification Deadline applicable to that day of the Delivery Period of the amount of Product from the Unit that Buyer may include in Buyer’s Compliance Showings for each day of 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.
In the event Seller is unable to provide the Contract Quantity for any portion of a Delivery Period because of a Planned Outage of a Unit, Seller has the option, but not the obligation, to provide Product for such portions of such Delivery Period from Replacement Units, provided Seller provides and identifiessuch Replacement Unitsin accordance with Section 2.3.
2.3 Seller’s Option To Provide Alternate Capacity
If Seller is unable to provide the full Contract Quantity for each day of each Delivery Period for any reason, including, without limitation, as provided in Section 2.2, or Seller desires to provide a portion of the Contract Quantity for any day of a Delivery Period from a different generating 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 day of the Delivery Period 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 such Delivery Period; and (b) The designation of any Replacement Unit(s) by Seller shall be subject to Buyer’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 2.3, and Buyer 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 Delivery Period. Buyer’s approval of a Replacement Unit as to a given Delivery Period shall not be construed as approval of such Replacement Unit for any subsequent Delivery Period.
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 Delivery Periods 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. Within ten (10) Business Days after Buyer’s receipt of any such Seller proposed changes, Buyer shall notify Seller in writing of reasonable requests for modifications to such Seller proposed changes, Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
6 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 Expected Contract Quantity (a) If Seller fails to deliver any part of the Expected Contract Quantity as required herein for any day of the Delivery Period, Seller shall be liable for damages pursuant to Section 4.1 of the Master Agreement.
(b) Seller shall indemnify, defend and hold harmless Buyer from any penalties, fines or costs, including Environmental Costs, assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product or a Shown Unit’s SC’s failure to timely or accurately submit Supply Plans in accordance with the Tariff and this Confirmation. The Parties shall use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event shall Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. 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.
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 such resold Product to Subsequent Buyers, 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 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 same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product.
(b) Buyer shall notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two (2) Business Days before the Notification Deadline for each Delivery Period for which Buyer has resold Product. Buyer shall notify Seller of any subsequent changes or further resales no later than two (2) Business Days before the Notification Deadline for the Delivery Period.
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
7 (c) If CAISO or CPUC develops a centralized capacity market, Buyer shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity for re-sale into such market, and Seller and the Unit’s SC shall comply with the Buyer’s direction and Buyer shall retain and receive all revenues from such re-sale.
(d) Buyer shall have the exclusive right to direct the Seller or the Unit’s SC to offer, bid, or otherwise submit the Expected Contract Quantity into the CAISO Competitive Solicitation Process (CSP) for CPM Capacity. Seller and the Unit’s SC shall comply with the Buyer’s direction and, to the extent that the CAISO designates the Expected 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 Expected Contract Quantity to CAISO as CPM Capacity and (ii) if CAISO designates any portion of the Contract Capacity as CPM Capacity, then Seller shall, and shall cause the Unit’s SC to, promptly (and in any event within one (1) Business Day of the time Seller receives notification from CAISO) notify 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.
(e) Notwithstanding any provisions herein, Buyer shall not re-sell the Product outside the CAISO.
ARTICLE 3
PAYMENTS
3.1 Payment
After Seller has delivered the Expected Contract Quantity in accordance with Section 2.1 and issued its invoice, Buyer shall pay for the Product as provided in Article Six of the Master Agreement and this Confirmation. Buyer shall make a monthly payment to Seller for each Unit by the later of (i) ten (10) Calendar Days after Buyer’s receipt of Seller’s invoice or (ii) the twentieth (20th) day of the month after the Delivery Period; provided, however, if such day is not a Business Day then payment shall be made by the following Business Day (“RA Capacity Payment”). Each Unit’s RA Capacity Payment shall be equal to the product of (a) the applicable Contract Price for the relevant day of the Delivery Period, (b) the Expected Contract Quantity for the day of the Delivery Period, and (c) 1,000, rounded to the nearest penny (i.e., two decimal places); provided, however, that the RA Capacity Payment shall be adjusted to reflect any portion of Expected Contract Quantity for the Delivery Period that was not delivered in accordance with Section 2.1 for such Showing Month.
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(s) for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Buyer must Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
8 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 Expected Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller shall promptly report receipt of any such revenues to Buyer. Seller shall pay to Buyer within thirty (30) days of receipt any such amounts received by Seller, or a Shown Unit’s SC, owner, or operator.
Without prejudice to its other rights, 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.
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 Expected Contract Quantity of the Product during the Delivery Period in compliance with the Tariff and perform all, or cause the Shown Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. 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 Throughout the Delivery Period, Buyer and Seller shall take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure (a) Buyer’s rights to the Expected Contract Quantity for the sole benefit of Buyer or any Subsequent Buyer, and (b) that Buyer may use the Expected Contract Quantity to meet its Compliance Obligations. Such commercially reasonable actions shall include, without limitation, cooperating with and providing, and causing each Shown Unit’s SC, owner, or operator to cooperate with and provide, requested and supporting documentation to the CAISO, the CPUC, or any other Governmental Body responsible for administering the applicable Compliance Obligations, including to demonstrate that the Expected Contract Quantity can be delivered to the CAISO controlled grid for the minimum hours required to satisfy RAR 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 Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
9 conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction.
4.3 Seller’s Representations and Warranties
Seller represents and warrants to Buyer throughout the Delivery Period that:
(a) No part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets;
(b) The Shown Unit(s) qualify to provide the Product under the Tariff, and the Shown Unit(s) and Seller are capable of delivering the Product; (c) The aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Shown Unit(s) during the Delivery Period does not exceed the Shown Unit’s Net Qualifying Capacity and, if applicable, the Effective Flexible Capacity for the Shown Unit(s);
(d) If applicable, Seller has notified either the Shown Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Buyer; and
(e) 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), and such Shown Unit’s SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues.
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 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
AMENDMENTS TO THE MASTER AGREEMENT; GENERAL PROVISIONS
5.1 Termination Payment
For this Transaction, the following is inserted at the end Section 5.2 of the Master Agreement:
“If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Buyer or a Subsequent Buyer is not able to include the applicable Expected Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
10 estimate the amount of those penalties, fines or costs and include the estimate in its calculation of the Settlement Amount, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer must promptly remit to Seller the excess amount with interest in accordance with Section 6.2 of the Master Agreement.
The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.”
5.2 Confidentiality
Notwithstanding anything in the Master Agreement:
(a) Buyer may disclose information as necessary in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (b) Seller may disclose as necessary to a Shown Unit’s SC or as necessary for submitting Supply Plans;
(c) Each Party may disclose information as necessary to the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information as necessary to CAISO or any Governmental Body; and
(d) Buyer may disclose information to any Subsequent Buyer.
5.3 Dodd-Frank Act
Each Party represents and warrants to the other that it is an “eligible contract participant” within the meaning of the United States Commodity Exchange Act §1a(18). Without limiting Section
10.10 of the Master Agreement, the Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013).
5.4 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 Confirmation Effective Date that (i) materially changes Buyer’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 requirements for Resource Adequacy Requirements such that the Product can no longer be counted towards Buyer’s Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
11 Resource Adequacy Requirements (a “Change in Law”), the Parties shall work in good faith to revise this Confirmation so that the Parties can perform their obligations regarding the purchase and sale of Product sold hereunder in order to maintain the original intent of the Parties under this Confirmation. If the Change in Law results in the Product no longer being able to be counted towards Buyer’s Resource Adequacy Requirements, and the Parties have not reached agreement within thirty (30) days after the initiation of discussions regarding the Change in Law on amendments that would allow the Product to be able to be counted towards Buyer’s Resource Adequacy Requirements, Buyer may terminate this Confirmation upon written notice to Seller, which shall be effective the next Business Day after such notice is received, and any such termination shall be without liability to either Party, subject to payment of any amounts owing as of the effective date of such termination.
5.5 Governing Law
This Confirmation, including the provisions and requirements of the Tariff and the definition of the Product and its components, and any portion of the Master Agreement applicable to this Transaction shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws rules thereof.
5.6 Credit and Collateral
Except as provided in the Master Agreement, neither Party shall be required to post collateral or other security for this Transaction.
5.7 Counterparts
This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, facsimile or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation by facsimile or electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page.
5.8 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement 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.
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix A - 1
APPENDIX A
DEFINED TERMS
“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 ISO or the successor organization to the functions thereof. “Capacity Attributes” means attributes of the Shown Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Shown Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Shown Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations.
“CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the Resource Adequacy Requirements of the CPUC for an applicable Delivery Period. “Contingent Firm RA Product” has the meaning set forth in Article 1 herein. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to the Resource Adequacy Requirements.
“Delivery Period” means the period specified in Appendix B during which Seller shall deliver the Product to Buyer.
“Effective Flexible Capacity” has the meaning given in the CAISO 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 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.
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix A - 2
“Expected Contract Quantity” means, with respect to any particular day of the Delivery Period, (a) for Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide as Alternate Capacity with respect to such day, and (b) for Contingent Firm RA Product, the Contract Quantity of Product, including the amount of Contract Quantity of Product that Seller has elected to provide as Alternate Capacity with respect to such day, less any reductions to Contract Quantity for such day consistent with Section 2.2 with respect to which Seller has not elected to provide Alternate Capacity. “Firm RA Product” has the meaning set forth in Article 1 herein. “Flexible Capacity” 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. “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local Resource Adequacy Requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt.
“Net Qualifying Capacity” has the meaning given in the CAISO Tariff. “Notification Deadline” is five (5) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month, or three (3) Business Days before the relevant deadlines for the corresponding Compliance Showings for the Delivery Period, if applicable.
“PlannedOutage”means, subject to and as further described in the CPUC Decisions, a CAISO-approved, planned or scheduled disconnection, separation or reduction in capacity of the Unit that is conducted for the purposes of carrying out routine repair or maintenance of such Unit, or for the purposes of new construction work for such Unit. “Product” means RAR, Local RAR and/or FCR for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications described on page 1 of this Confirmation and contained in Appendix B.
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix A - 3
“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. “Replacement Unit” means a generating unit meeting the requirements specified in Section 2.3. “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. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing.
“Shown Unit” means the Unit, or any Replacement Unit meeting the requirements of Section 2.3 of this Confirmation and specified by Seller in a Supply Plan, but not necessarily identified by Seller to Buyer on the Effective Date.
“Subsequent Buyer” means the Buyer of Product from Buyer in a re-sale of Product by Buyer. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time.
“Unit” means the generation unit described in Appendix B. A Unit may not be a nuclear or coal-fired generating facility.
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix B - 1
APPENDIX B
PRODUCT AND UNIT INFORMATION
Product:
RAR Local RAR Flexible Capacity
and all Capacity Attributes related to such Product.
Delivery Period: February 1, 2025 to April 30, 2025 inclusive.
Contract Quantity and Contract Price:
Contract
Month/Year
RAR
Contract Quantity
(MWs)
RA Capacity
Price
($/kW-month)
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix B - 2
Unit Information
Name Victory Pass Solar BESS
Location Riverside County, CA
CAISO Resource ID VICPAS_2_VPSBT1
Product Type (Flexible or
Generic) Flexible
SCID of Resource TS46
Resource Type BESS
Point of Interconnection with
the CAISO Controlled Grid
(“Substation”)
NA
Flexible RAR Category (1, 2
or 3) 2
Path 26 (North, South or
None) South
LAR Attributes (Yes or No) No
Local Capacity Area (if any,
as of Confirmation Effective
Date)
CAISO System
Deliverability restrictions, if
any, as described in most
recent CAISO
deliverability assessment
None
Run Hour Restrictions None
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix C - 1
APPENDIX C
NOTICE INFORMATION
Party A: NRG Business Marketing LLC Party B: Silicon Valley Clean Energy Authority
All notice information for Party A will be
as set forth on the Cover Sheet to the
Master Agreement unless otherwise set
forth below.
All notice information for Party B will be
as set forth on the Cover Sheet to the
Master Agreement unless otherwise set
forth below.
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix C - 2
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC
Appendix D - 1
APPENDIX D
PLANNED OUTAGE SCHEDULE
Unit Name CAISO
Resource ID *
Outage (MW)
SLIC
Outage
Start Date
SLIC
Outage
End Date
N/A N/A N/A N/A N/A
Docusign Envelope ID: F2B7C012-164D-4805-B7A9-BE93B3AD347E Docusign Envelope ID: ED748CEB-0012-4010-8D69-BE094676129D Appendix A NRG Business Marketing LLC