Agenda packet — Silicon Valley Clean Energy Board of Directors, January 8, 2025

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Pursuant to the Americans with Disabilities Act, if you need special assistance in this meeting, please contact the Clerk for the Authority at (408) 721-5301 x1005. Notification 48 hours prior to the meeting will enable the Authority to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35.105 ADA Title II).

AGENDA PACKET MATERIALS AMENDMENTS SUMMARY
1/8/25

1. Item 2: CEO Report, Attachment 1: Clean Energy Update

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Glossy Garlic Solar + Storage agreement (pages 83-90 in PDF)

SILICON VALLEY

CLEAN ENERGY

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Lahaina, HI 96761
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

Gilroy, CA
Teleconference Meeting
https://cityofcupertino.zoom.us/j/98748626431
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 987 4862 6431
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

The public may provide comments on any matter listed on the Agenda. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”) please SILICON VALLEY <3/ CLEAN ENERGY

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AGENDA
Call to Order
Roll Call
Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any matter not listed on the Agenda provided that it is within the subject matter jurisdiction of SVCE. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

Adoption of Resolution Commending Director Chua for Her Dedicated Service to SVCE
Adopt Resolution Commending Tina Walia for Her Dedicated Service as Chair of the Board of Directors in 2024
Consent Calendar (Action)
1a) Approve Minutes of the December 11, 2024, Board of Directors Meeting 1b) Approve Minutes of the December 20, 2024, Board of Directors Special Meeting
1c) Receive November 2024 Treasurer Report
1d) Appoint SVCE Treasurer/Auditor and Board Secretary for 2025 1e) Authorize the Chief Executive Officer to Finalize and Execute Agreement with Ascend Analytics for Three Years with a Not to Exceed Amount of $1,600,000 for Portfolio Management, Procurement and Resource Planning SaaS and Consulting Services
1f) Receive Committee Reports
1g) Receive California Community Power Report
Regular Calendar
2) CEO Report (Informational)
SILICON VALLEY <3/ CLEAN ENERGY

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City of Campbell
City of Cupertino
City of Gilroy
City of Los Altos
Town of Los Altos Hills
Town of Los Gatos
City of Milpitas
City of Monte Sereno
City of Morgan Hill
City of Mountain View
City of Saratoga
City of Sunnyvale
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
3) Elect a Chair and Vice Chair of the SVCE Board of Directors for 2025 (Action)
4) Appoint Directors to the 2025 SVCE Executive Committee (Action) 5) SVCE Community Grants Update (Informational)
Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
Closed Session
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case)
Report from Closed Session
Adjourn

SILICON VALLEY

CLEAN ENERGY
1 Resolution 2025-01
RESOLUTION NO. 2025-01

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN

ENERGY AUTHORITY COMMENDING DIRECTOR EVELYN CHUA FOR HER

PROMOTION OF COMMUNITY CLEAN ENERGY IN SANTA CLARA COUNTY AND

HER DEDICATED SERVICE ON THE BOARD OF DIRECTORS OF THE AUTHORITY

ON BEHALF OF THE CITY OF MILPITAS

THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY HEREBY RESOLVES AS FOLLOWS:

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCEA”) was formed on March 31, 2016, with eleven Cities and Towns and the County of Santa Clara deciding to become the initial members; and
WHEREAS, Evelyn Chua played an important role as Vice Mayor and Councilmember in the City of Milpitas in promoting community clean energy in Santa Clara County; and
WHEREAS, the Milpitas City Council appointed Evelyn Chua as its representative on the Board of Directors of SVCEA, which she served for four years; and WHEREAS, Evelyn Chua supported clean electricity in the City of Milpitas, including promoting reach codes, and the “Electrification Corner” section of the City of Milpitas website; and
WHEREAS, the City of Milpitas’ solar and battery storage facility at the Milpitas Senior Center was made possible by Evelyn Chua’s leadership; and WHEREAS, Milpitas customers have claimed $211,700 in rebates through the Homes Rebates program; and
NOW, THEREFORE, the Board of Directors of SVCEA hereby commends Evelyn Chua and expresses its sincere appreciation for her promotion of Community Choice Energy in Santa Clara County and her dedicated service as a member of the Board of Directors of the Authority.

ADOPTED AND APPROVED this 8th day of January 2025, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Fruen
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
2 Resolution 2025-01
Town of Los Gatos Director Rennie
City of Milpitas Director Barbadillo
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:

Secretary
1 Resolution 2025-02
RESOLUTION NO. 2025-02

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN

ENERGY AUTHORITY COMMENDING CHAIR TINA WALIA FOR HER DEDICATED SERVICE AS CHAIR OF THE BOARD OF DIRECTORS IN 2024

THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY HEREBY RESOLVES AS FOLLOWS:

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCEA”) was formed on March 31, 2016, with eleven Cities and Towns and the County of Santa Clara deciding to become the initial members; and
WHEREAS, Chair Walia served as SVCEA’s Board Chair in 2024; and WHEREAS, Chair Walia contributed to the discussions and recommendations of the Executive Committee; and
WHEREAS, Chair Walia contributed to the agency’s successful new CEO transition as a member of the CEO Ad Hoc Transition Committee; and WHEREAS, Chair Walia represented SVCEA at the Arica and Victory Pass Solar and Battery Storage Project ribbon-cutting event commemorating a project providing stable and reliable renewable benefits; and
WHEREAS, Chair Walia represented SVCEA in Sacramento for CalCCA Lobby Day, meeting with legislators and sharing SVCEA’s mission; and WHEREAS, Chair Walia supported a resolution approving the Hanford Hybrid Plant Emissions Mitigation Guidelines; and
WHEREAS, Chair Walia approved contracts that support an on-bill financing pilot to make clean, electric appliances and home upgrades accessible for low- and moderate-income households; and WHEREAS, Chair Walia helped customers save $141 million in on-bill savings since launch; and
WHEREAS, Chair Walia approved the adoption of long-term clean energy targets to guide SVCEA’s power procurement through the next 20 years; and WHEREAS, Chair Walia presides over Board meetings efficiently, ensuring board member’s viewpoints are expressed, direction is provided to staff, and decisions are made in a timely manner; and
NOW, THEREFORE, the Board of Directors of SVCEA hereby commends Chair Walia and expresses its sincere appreciation for her dedicated service as Chair and as a member of the Board of Directors of the Authority.
2 Resolution 2025-02
ADOPTED AND APPROVED this 8th day of January 2025, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Fruen
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Barbadillo
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Vice Chair
ATTEST:

Secretary

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, December 11, 2024
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA

DRAFT MEETING MINUTES
Call to Order:

Chair Walia called the meeting to order at 7:00 p.m.

Director Meadows announced she would be participating remotely pursuant to AB 2449 due to a physical disability qualifying under the Americans with Disabilities Act, and there was no one else 18 or over present in her remote location.

Roll Call

Present:

Tina Walia (Chair), Saratoga
George Tyson (Vice Chair), Los Altos Hills
Elliot Scozzola, Campbell
Sheila Mohan, Cupertino
Zach Hilton, Gilroy
Sally Meadows, Los Altos (participated remotely)
Rob Rennie, Los Gatos
Carmen Montano, Milpitas
Bryan Mekechuk, Monte Sereno
Tanya Carothers, Morgan Hill
Pat Showalter, Mountain View
Larry Klein, Sunnyvale
Otto Lee, Santa Clara County

Absent:

None.

Chair Walia acknowledged Silicon Valley Clean Energy (SVCE) staff for hosting the Holiday Mixer community event prior to the board meeting.

Public Comment on Matters Not Listed on the Agenda
No speakers.

Director Klein announced the need to recuse himself from the Closed Session item related to the property on 333 W. El Camino Real in Sunnyvale, CA due to owning property within 300 feet of that location and exited the council chambers.

Public Comment on Closed Session
No speakers.

Item 1a Draft Meeting Minutes: 12/11/24 Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

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Closed Session
The Board of Directors convened to Closed Session at 7:04 p.m.

Conference with Real Property Negotiators
Property: 333 W. El Camino Real, Sunnyvale, CA
Agency Negotiator: Monica Padilla, CEO
Negotiating Parties: Biagini Property Company
Under Negotiation: Price and Terms of Payment
Following completion of the first item, Director Klein joined the Board of Directors in Closed Session at 7:22 p.m.

Conference with Real Property Negotiators
Property: 298 S. Sunnyvale Ave, Sunnyvale, CA
Agency Negotiator: Monica Padilla, CEO
Negotiating Parties: CBRE Northern California Capital Markets Under Negotiation: Price and Terms of Payment
The Board of Directors returned from Closed Session at 7:42 p.m.

Report from Closed Session
Chair Walia announced that the Board met in Closed Session and there was nothing to report.

Consent Calendar
There were no questions from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.
1a) Approve Minutes of the November 13, 2024, Board of Directors Meeting 1b) Receive October 2024 Treasurer Report
1c) Approve Cancellation of the July 9, 2025 Board of Directors Meeting and Receive 2025 Board of Directors Regular Meeting Schedule
1d) Authorize the Chief Executive Officer to Execute Agreements with Calpine Community Energy for Data Management and Billing Services
1e) Receive Update on Non-Standard Pricing Policy
1f) Authorize the Chief Executive Officer to Execute and Submit Letters of Support Committing Matching Funds for Member Agencies Submitting Grant Applications to the Metropolitan Transportation Commission’s (MTC) Climate Program Implementation Grant for Charging Infrastructure
1g) Adopt Resolution Amending SVCE Conflict of Interest Code to Add Director of Customer Success, Director of Decarbonization Policy and Community Strategies, and Power Settlements Planner as Designated Positions for Filing Statements of Economic Interests 1h) Receive Executive Committee Report
1i) Receive Closing Report from the 2024 Legislative Ad Hoc Committee of the Board 1j) Receive Closing Report from the CEO Transition Ad Hoc Committee 1k) Receive Finance and Administration Committee Report 1l) Receive California Community Power Report
1m) Receive California Community Choice Financing Authority Report Item 1a Draft Meeting Minutes: 12/11/24 Board of Directors Meeting

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MOTION: Director Lee moved and Director Mekechuk seconded the motion to approve the Consent Calendar, Items 1a through 1m.

The motion carried unanimously by verbal roll call vote. 2) CEO Report (Informational)
CEO Monica Padilla reported the following:
1) Introduction of new staff member Marlena Lopez, Human Resources Administrative Assistant, who provided brief welcome comments;
2) Announcement of staff promotions for Zoe Elizabeth, Peter Mustacich, Joseph Lande, and Peyton Parks;
3) Announcement of completion of SVCE organizational realignment; and 4) Announcement of the annual SVCE office closure from December 25, 2024 to January 1, 2025.

Chair Walia congratulated SVCE staff members on their promotions, acknowledged receiving an update regarding organizational realignment, and noted SVCE’s new program launches.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.
3) Approve Fiscal Year 2024-2025 Budget Update and 2025 Customer Rate Setting (Action) Amrit Singh, CFO and Director of Administrative Services, provided information relating to the Fiscal Year 2024-2025 Budget Update and 2025 Customer Rate Setting, which included:
• An update to the Fiscal Year 2024-2025 operating budget that projects depositing $96.75 million into the reserves, considering updated revenues, power supply expenses, and investment-earning forecasts; and the following additional allocations:
a) $0.96 million towards bill credits for CARE/FERA customers b) $1.7 million to the Programs Fund
• A request for the Board of Directors to authorize the Chief Executive Officer to implement SVCE generation rate changes, establishing a 4% discount to PG&E’s applicable generation rates when PG&E implements updated rates in January 2025, or allocation of a sufficient time window to implement the new generation rates in SVCE’s billing system, expected to be within three weeks of PG&E’s release of the new 2025 rates.

Staff responded to questions from board members regarding 2025 PG&E rates, bill credits for low-income customers, and future staff presentations relating to affordability.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

MOTION: Director Mekechuk moved and Director Showalter seconded the motion to adopt Resolution 2024-16 approving customer generation rates and the fiscal year 2024-2025 updated budget.

The motion carried unanimously by verbal roll call vote.

Item 1a Draft Meeting Minutes: 12/11/24 Board of Directors Meeting

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4) Proposal to Establish the Silicon Valley Clean Energy Community Fund (Discussion) Zoe Elizabeth, Director of Decarbonization Policy and Community Strategies, provided information relating to the establishment of the SVCE Community Fund for funding long-term mission-aligned strategic priorities, and outlined the following three funding priority areas:
• Discount stabilization and bill affordability
• Scalable support for pollution-free appliances
• Support for local and emerging power supply technology Staff responded to questions and comments from Director Rennie regarding supporting customer transitions to induction stoves.

Board members provided supportive comments on the establishment of a future SVCE Community Fund; staff noted they would return to the Board of Directors in the February or March timeframe with a formal recommendation.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.
5) Approve 2025 Legislative Policy Platform and Formation of 2025 Legislative Ad Hoc Committee (Action)
Bena Chang, Director of Government and Legislative Affairs, presented the item with a request to support staff’s recommendation to approve SVCE’s 2025 Legislative Policy Platform and create a 2025 Legislative Ad Hoc Committee. The presentation included a status update on the 2024 legislative year at the state and federal level, and further provided a forecast for topics in 2025 that included:
• Regionalization
• Affordability
• Defense of federal funding, and
• Permitting streamlining
Director of Government and Legislative Affairs Chang reviewed the proposed main guiding principles for the 2025 Legislative Policy Platform which included:
• Affordability and Rates
• Climate Change Mitigation/Fuel Switching
• Clean, Reliable Grid
• Competitive Equity/Do No Harm
• Health Impact/Safety, and
• Equity
In addition to reviewing the guiding principles above, staff requested the Board approve to establish a 2025 Legislative Ad Hoc Committee to facilitate engagement between the SVCE Board and staff on legislative issues, focusing on the 2025 Legislative Policy Platform.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Director Mekechuk acknowledged staff for their supportive role on legislative policy work.

MOTION: Director Klein moved and Vice Chair Tyson seconded the motion to approve the SVCE 2025 Legislative Policy Platform and the Formation of the 2025 Legislative Ad Hoc Committee.

The motion carried unanimously by verbal roll call vote Item 1a Draft Meeting Minutes: 12/11/24 Board of Directors Meeting

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6) Approve SVCE’s Policy Updates as Part of the Agency Policies Streamlining Project (Action)
Michael Callahan, General Counsel, introduced Demarie Weber, Regulatory and Compliance Manager, and presented the item with a request to support staff’s recommendation to approve SVCE’s Policy Updates as part of the agency policies streamlining project. The presentation included information regarding implementation of the proposed new structure for policies, standards and procedures relating to Finance, Information Technology, Human Resources, and General and Administrative policies.

Staff’s recommendation included the following:

Board members acknowledged staff for their efforts in finalizing the SVCE Policies Streamlining Project.

MOTION: Director Mekechuk moved and Director Mohan seconded the motion to approve SVCE’s Policy Updates as Part of the Agency Policies Streamlining Project.

The motion carried unanimously by verbal roll call vote. 7) 2025 SVCE Elections (Informational)
Andrea Pizano, Senior Executive Assistant and Board Clerk, provided information regarding the 2025 SVCE Board appointments process and requested that Board members interested in serving as the Board Chair or Vice Chair for 2025 submit a letter of interest for consideration, and those interested in Item 1a Draft Meeting Minutes: 12/11/24 Board of Directors Meeting Policies for Adoption Policies for Retirement
• Finance Accounting
Policy
• Finance Budget Policy
• Finance Purchasing and
Spending Policy
• Finance Investment
Policy
• Finance Delinquent
Accounts & Collections
Policy
• Finance Capitalization
Policy
• Finance Customer
Generation Rates
• IT Information
Technology Policy
• Finance Capital Projects Policy
• IT Information Systems Use
Policy
• IT Email Use Policy
• IT Asset Management Policy
• IT Internet Usage Policy
• IT Security Plan Policy
• IT Access Control Policy
• IT Password Protection Policy
• IT Malware Defense Policy
• IT Security Audit Policy
• IT Disaster Recovery Policy
• IT Threat-Risk Assessment
Policy
• IT Satisfaction Policy
• IT Data Breach Policy
• IT Workstation Security for
HIPPA Policy
• IT Clean Desk Policy
Policies for Adoption Policies for Retirement
• G&A Files and Records
Management Policy
• G&A Vehicle and Charger
Use Policy
• G&A California Public
Records Act Policy
• G&A CEO Absence
Policy
• G&A Hybrid Meetings
Policy
• HR Personnel and
Reimbursement Policy
• G&A Travel and Meeting Expense Reimbursements Policy
• G&A Vehicle Use Policy
• G&A Charging Station Policy
• HR Smartphone Stipend Policy
• HR Recruitment Incentive Policy
• HR Volunteer Time Off Policy
• HR Unpaid Leave Policy
• HR Paid Time Off Cash Out
• HR Tuition Assistance Policy
• HR Cash in Lieu of Health Benefits Policy
• HR Fitness Reimbursement Benefit Policy

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serving on the Executive Committee inform her. Board Clerk Pizano noted remaining SVCE Committee appointments are slated for February 2025.

Chair Walia opened Public Comment.

No speakers.

Chair Walia closed Public Comment.

Board Member Announcements and Future Agenda Items
Chair Walia expressed her gratitude to SVCE staff for their contributions in 2024 and for providing a tour of the Dream Home.

Director Lee announced that he attended the 2024 United Nations Climate Change Conference in Azerbaijan.

Adjourn
Chair Walia adjourned the meeting at 8:51 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Meeting Minutes: 12/11/24 Board of Directors Meeting

Silicon Valley Clean Energy Authority
Board of Directors Special Meeting
Friday, December 20, 2024
4:00 pm
Silicon Valley Clean Energy Office
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087

DRAFT MEETING MINUTES
Prior to the Call to Order, Board Clerk Andrea Pizano administered J.R. Fruen’s oath of office.

Call to Order:

Chair Walia called the meeting to order at 4:03 p.m.

Roll Call

Present:

Tina Walia (Chair), Saratoga
George Tyson (Vice Chair), Los Altos Hills
Elliot Scozzola, Campbell
J.R. Fruen, Cupertino
Zach Hilton, Gilroy (participated remotely)
Sally Meadows, Los Altos
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill (participated remotely and arrived at 4:04 p.m.) Pat Showalter, Mountain View
Otto Lee, County of Santa Clara

Absent:

Rob Rennie, Los Gatos
Evelyn Chua, Milpitas
Larry Klein, Sunnyvale
Public Comment on Matters Not Listed on the Agenda
No speakers.

Regular Calendar
1) Adopt Resolution Authorizing the Chief Executive Officer to Execute a Purchase and Sale Agreement for 298 South Sunnyvale Avenue (Action)
Michael Callahan, Silicon Valley Clean Energy (SVCE) General Counsel, introduced the item, requesting the SVCE Board of Directors approve the adoption of a resolution to capture the delegation of authority discussed in Closed Session on December 11, 2024 for CEO Monica Padilla to execute a purchase and sale agreement to acquire the property located at 298 S. Sunnyvale Avenue in Sunnyvale, CA.

Chair Walia opened Public Comment.

Item 1b Draft Minutes: 12/20/24 SVCE BOD Special Meeting SILICON VALLEY \3/ CLEAN ENERGY
No speakers
Chair Walia closed Public Comment.

Board members commented on their support for the purchase of the building.

MOTION: Director Mekechuk moved and Director Lee seconded the motion to adopt Resolution 2024-17 Authorizing the Chief Executive Officer to Execute a Purchase and Sale Agreement Between Silicon Valley Clean Energy Authority and SSA 65 Owner LLC to Acquire Real Property Located at 298 S. Sunnyvale Avenue, Sunnyvale, California and Finding Such Action Exempt Under the California Environmental Quality Act.

The motion carried unanimously by verbal roll call vote with Directors Chua, Klein, and Rennie absent.

Adjourn
Chair Walia adjourned the meeting at 4:15 p.m.

ATTEST:
______________________________
Andrea Pizano, Board Secretary
Item 1b Draft Minutes: 12/20/24 SVCE BOD Special Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of November 30, 2024
(Preliminary & Unaudited)
Issue Date: January 8, 2025
Table of Contents
Page
Summary 2-3
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-11
Monthly Change in Net Position 12
Investments Report 13
Customer Accounts and Aging Report 14
Certificate of Compliance 15
SVCE Managed Account & Security Transactions 16-24
Item 1c November 2024 Treasurer Report
SILICON VALLEY <3/ CLEAN ENERGY
2

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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $11.7 million for the month of November and $24.5 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $509.7 million. > SVCE is investing ~98.6% of available funds, recognizing interest/dividend income of $2.1M for the month of November. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, excludes GASP 87 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance* 513.1 M
Total Interest/Div. Earned FYTD 2.1 M
Average Return On Investments** 4.75%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized Yield for the current month
* Actual investment income includes unrealized mark-to-market gain or loss of the total investment portfolio.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
November 30, 2024
509.7 M
0 M
90 M
180 M
270 M
360 M
450 M
540 M
0 M
5 M
10 M
15 M
20 M
25 M
30 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Net Position Change in Net Position Change in Net Position*
Net Position (Right Y-Axes) Budget (Left Y-Axis)** Actual (Left Y-Axes) 405 412
297 303
490
350
120
0 50
100
150
200
250
300
350
400
450
500
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Days Cash on Hand (DCOH)
DCOH Including Unspent Earmarked Funds* DCOH Excluding Unspent Earmarked Funds* Maximum Reserves Target Reserves
Minimum Reserves
$2.1 M
$ 428.7 K
$ 1,712.7 K

0.0 M

0.3 M

0.6 M

0.9 M

1.2 M

1.5 M

1.8 M

2.1 M

2.4 M
$ 0 K
$ 500 K
$ 1,000 K
$ 1,500 K
$ 2,000 K
$ 2,500 K
$ 3,000 K
$ 3,500 K
$ 4,000 K
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income*
Actual Cumulative Budget Actual
River City Bank
Accounts
6%
California Asset Management
Program (CAMP)
40%
PFM Asset Management Investment
Portfolio
54%
SVCE Accounts
* Earmarked funds are unspent SVCE program and the building funds.

October results are updated per the budget revisions adopted in Dec 2024.

Item 1c November 2024 Treasurer Report
JJ. . 11 1111 Bl n=
lillllllllll
3

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Summary of Actual Results vs. Adopted Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $28.4 million or 34.8% is above the Amended Budget expectations of $12.8M (16.1%) operating margin for the fiscal year to date. > FYTD Power Supply costs are -20.7% below Amended Budget. > Retail GWh sales for the month of November and FYTD landed -7.7% and -0.7% above budget respectively.

Variance Explanation:
$ in millions Actual Amd. Budget % Dif Actual Amd. Budget % Dif Main Drivers:

Revenue 36.6 M 39.9 M -8.2% 81.5 M 79.8 M 2.2%
Power Supply Cost 23.4 M 33.4 M -29.8% 53.1 M 67.0 M -20.7% Operating Margin 13.2 M 6.5 M 102.6% 28.4 M 12.8 M 121.5% Operating Expenses (ex Power) 2.3 M 3.0 M -24.4% 4.5 M 6.1 M -25.8% Other Non-Op. Expen. (Income) -1.7 M -1.5 M 13.1% 19.3 M 18.4 M 4.9% Net Increase in Available Fund
Balance 12.6 M 5.0 M 152.5% 4.6 M -11.6 M -139.9%
Customer Load Statistics:

Total Accounts 282,096
Opt-Out Accounts (Month) 25
Opt-Out Accounts (FYTD) 66
Opt-Up Accounts (Month) 17
Opt-Up Accounts (FYTD) 10
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
Building Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant. $ 79,624,658 $ 94,398,441 $ 16,038,000 $ 1,264,217
$ 5,437,984 $ 10,566,027 $ 5,370,000 $ 241,957
$ 20,000,000 $ 20,000,000 $ - $ -
$ 9,159,383 $ 9,159,383 $ - $ -

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
November 30, 2024
November Fiscal YTD
October - customer demand and revenues exceeded SVCE's
forecast, driven by higher-than-average temperatures in October.

Additionally, lower power supply costs and reduced operating expenses further improved the net position.

November - Weaker customer demand was offset by lower power supply cost and reduced operating expenses.
Lower November customer demand was offset by liquidated damage payments Beginning Balance End Balance YTD Contributions YTD Expenditures Lower YTD costs is mostly due to lower energy consumption and gradual decline in energy/attribute prices. Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects budgetary transfers to program and other funds 8,633 K
7,629 K
7 M
7 M
7 M
8 M
8 M
8 M
8 M
8 M
9 M
9 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Net Increase in Available Fund Balance
Comparing Actuals to Amended Budget
254,171
254,607
27,487
27,489

94.0%

94.5%

95.0%

95.5%

96.0%

96.5%

97.0%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
270.0
280.0
290.0
300.0
310.0
320.0
330.0
340.0
350.0
360.0
370.0
Retail Sales - Actual vs Budget (GWh)
Retail Sales Actual (GWh) Retail Sales Budget (GWh)
Load deviation from the Budget (Right Y-Axes)
Power Supply

89.8%
Personnel

3.9%
Contract
Services

3.9%
G & A

2.2%
Depreciation

0.2%
YTD Operating Expenses
Item 1c November 2024 Treasurer Report 1 1 1 1 rr
4 Current Assets
Cash & Cash Equivalents* $ 257,345,927
Accounts Receivable, net of allowance 30,911,853
Investments 71,755,049
Accrued Revenue 24,877,634
Other Receivables 13,531,607
Prepaid Expenses 1,818,982
Deposits 697,672
Total Current Assets 400,938,724
Noncurrent assets
Capital assets, net of depreciation 660,654
Investments** 196,696,533
Deposits 45,130
Total Noncurrent Assets 197,402,317
Total Assets 598,341,041
Current Liabilities
Accounts Payable 2,149,897
Accrued Cost of Electricity 58,026,993
Other accrued liabilities 1,494,782
User Taxes and Energy Surcharges due to other gov'ts 1,204,806 Supplier security deposits 375,000
Lease liability 315,007
Total Current Liabilities 63,566,485
Noncurrent Liabilities
Supplier security deposits 25,053,125
Total noncurrent liabilities 25,053,125
Total Liabilities 88,619,610
Net investment in capital assets 345,647
Restricted for security collateral -
Unrestricted (deficit) 509,375,784
Total Net Position $ 509,721,431
* May not account for securities acquired towards the end of the month but not yet paid. ** May include securities acquired towards the end of the month but not yet paid.

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of November 30, 2024
ASSETS

LIABILITIES
Item 1c November 2024 Treasurer Report
5 OPERATING REVENUES
Electricity Sales, Net $ 78,339,225
GreenPrime electricity premium 393,906
Liquidated damages 2,804,610
TOTAL OPERATING REVENUES 81,537,741

OPERATING EXPENSES
Cost of Electricity 53,126,120
Contract services 2,315,698
Staff compensation and benefits 2,289,005
Other operating expenses 1,315,517
Depreciation 106,878
TOTAL OPERATING EXPENSES 59,153,218
OPERATING INCOME(LOSS) 22,384,523

NONOPERATING REVENUES (EXPENSES)
Investment Income 2,141,360
Financing costs (1,326)
TOTAL NONOPERATING REVENUES (EXPENSES) 2,140,034
CHANGE IN NET POSITION 24,524,557
Net Position at beginning of period 485,196,874
Net Position at end of period $ 509,721,431

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2024 through November 30, 2024

AND CHANGES IN NET POSITION
Item 1c November 2024 Treasurer Report
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 97,012,422
Receipts of liquidated damages 2,804,610
Receipts of security deposits 9,767,100
Payments to suppliers for electricity (56,944,230)
Payments for other goods and services (4,180,265)
Payments for staff compensation and benefits (2,476,238) Tax and surcharge payments to other governments (1,902,366) Net cash provided (used) by operating activities 44,081,033

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (89,060)
Acquisition of capital assets (6,361)
Net cash provided (used) by capital and related
financing activities (95,421)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (71,298,382)
Proceeds from investment sales 20,209,842
Investment income received 2,974,982
Net cash provided (used) by investing activities (48,113,558) Net change in cash and cash equivalents (4,127,946)
Cash and cash equivalents at beginning of year 261,473,872 Cash and cash equivalents at end of period $ 257,345,926 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 257,345,927
Restricted cash $ -
Cash and cash equivalents $ 257,345,927

NONCASH INVESTING ACTIVITIES
Unrealized appreciation (depreciation) and timing differences in investment income$ (833,622)

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2024 through November 30, 2024
Item 1c November 2024 Treasurer Report
7 Operating Income (loss) $ 22,384,523
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 106,878
(Increase) decrease in accounts receivable 12,149,594
(Increase) decrease in other receivables 2,959,872
(Increase) decrease in accrued revenue 4,701,851
(Increase) decrease in prepaid expenses (975,847)
(Increase) decrease in current deposits 17,100
Increase (decrease) in accounts payable 379,832
Increase (decrease) in accrued cost of electricity (6,406,959) Increase (decrease) in accrued liabilities (511,292)
Increase (decrease) in taxes and surcharges due to other governments (474,519) Increase (decrease) in supplier security deposits 9,750,000 Net cash provided (used) by operating activities $ 44,081,033

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2024 through November 30, 2024
Item 1c November 2024 Treasurer Report
8 FYTD FYTD FY 2024-25 FY 2024-25
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $78,339,225 $79,456,878 -$1,117,653 -1% $524,078,000 $445,738,775 Green Prime Premium 393,906 357,543 $36,363 10% 2,434,000 2,040,094 Other Income 2,804,610 2,804,610 (2,804,610)
TOTAL OPERATING REVENUES 81,537,741 79,814,421 1,723,320 2.2% 526,512,000 444,974,259

ENERGY EXPENSES
Power Supply 53,126,120 66,988,129 (13,862,009) -21% 390,091,000 336,964,880 Operating Margin 28,411,621 12,826,292 15,585,329 122% 136,421,000 108,009,379

OPERATING EXPENSES
Data Management 541,016 622,283 (81,267) -13% 3,734,000 3,192,984 PG&E Fees 196,085 252,735 (56,650) -22% 1,516,000 1,319,915 Salaries & Benefits 2,289,005 2,898,072 (609,067) -21% 17,388,000 15,098,995 Professional Services 784,186 1,561,595 (777,409) -50% 9,370,000 8,585,814 Marketing & Promotions 113,936 269,500 (155,564) -58% 1,617,000 1,503,064 General & Administrative 578,878 468,031 110,847 24% 2,808,000 2,229,122 TOTAL OPERATING EXPENSES 4,503,106 6,072,216 (1,569,110) -26% 36,433,000 31,929,894 OPERATING INCOME/(LOSS) 23,908,515 6,754,076 17,154,439 254% 99,988,000 76,079,485

NON-OPERATING REVENUES
Investment Income 2,141,360 3,206,369 (1,065,009) -33% 19,238,000 17,096,640 TOTAL NON-OPERATING REVENUES 2,141,360 3,206,369 (1,065,009) -33% 19,238,000 17,096,640

NON-OPERATING EXPENSES
Financing - 11,723 (11,723) -100% 70,000 70,000

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 6,361 167,000 (160,639) -96% 1,002,000 995,639 Transfer to Programs Fund 10,530,000 10,530,000 - 0% 10,530,000 - Nuclear Allocation 3,708,000 3,708,000 - 0% 3,708,000 - Transfer to Hanford Emissions Mitigation Fund 1,800,000 1,800,000 1,800,000 Transfer to CRCR Fund 5,370,000 5,370,000 - 0% 5,370,000 - TOTAL OTHER USES 21,414,361 21,575,000 (160,639) -1% 22,410,000 995,639

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $ 4,635,514 $ (11,626,278) $ 16,261,792 -140% $96,746,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through November 30, 2024
Item 1c November 2024 Treasurer Report
9 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfers in - General Programs $ 10,530,000 $ 10,530,000 $ - 100.0% Transfers in - Nuclear Allocation $ 3,708,000 $ 3,708,000 Transfer in - Hanford Emissions Mitigation Fund $ 1,800,000 $ 1,800,000 $ - 100.0% Total $ 16,038,000 $ 16,038,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures 17,522,064 1,264,217 16,257,847 7.2% Net increase (decrease) in fund balance $ (1,484,064) $14,773,783 Fund balance at beginning of period 79,624,658
Fund balance at end of period $94,398,441

BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfer from Operating Fund $ 5,370,000 $ 5,370,000 $ - 100.0% EXPENDITURES & OTHER USES:

Customer bill relief credit 5,370,000 - 5,370,000 0.0%
Other program expenditures 825,000 241,957 583,043 29.3% Total Program expenditures 6,195,000 241,957 5,953,043
Net increase (decrease) in fund balance $ (825,000) 5,128,043 Fund balance at beginning of period 5,437,984
Fund balance at end of period $10,566,027

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through November 30, 2024

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2024 through November 30, 2024
BUDGET
BUDGET
Item 1c November 2024 Treasurer Report
10 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ - $ - $ - n/a
EXPENDITURES & OTHER USES:

Program expenditures 850,000 - 850,000 0.0%
Net increase (decrease) in fund balance $ (850,000) 0
Fund balance at beginning of period 9,159,383
Fund balance at end of period $9,159,383

BUDGET ACTUAL/
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund * $ - #DIV/0!
EXPENDITURES & OTHER USES:

Program expenditures * - - -
Net increase (decrease) in fund balance $ - 0
Fund balance at beginning of period 20,000,000
Fund balance at end of period $20,000,000

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through November 30, 2024

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through November 30, 2024
Item 1c November 2024 Treasurer Report
11 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 4,635,514
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (106,878)
Subract program expense not in operating budget (1,506,174) Add back GASB 87 expenses not in operating budget 87,734 Add back transfer to Program fund 21,408,000
Add back capital asset acquisition 6,361
Change in Net Position 24,524,557

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2024 through November 30, 2024

OPERATING FUND
Item 1c November 2024 Treasurer Report
12 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 42,272,261 $ 36,066,964 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 78,339,225 Green electricity premium $ 216,009 $ 177,897 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 393,906 Liquidated damages $ 2,400,000 $ 404,610 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 2,804,610 Other Income $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Total operating revenues 44,888,270 36,649,471 - - - - - - - - - - 81,537,741

OPERATING EXPENSES
Cost of electricity 29,690,455 $ 23,435,665 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 53,126,120 Staff compensation and benefits 1,153,708 $ 1,135,297 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 2,289,005 Data manager 270,465 $ 270,551 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 541,016 Service fees - PG&E 100,000 $ 96,085 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 196,085 Consultants and other professional fees 806,956 $ 771,641 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 1,578,597 Other operating expenses 462,895 $ 852,622 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 1,315,517 Depreciation 53,537 $ 53,341 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 106,878 Total operating expenses 32,538,016 26,615,202 - - - - - - - - - - 59,153,218 Operating income (loss) 12,350,254 10,034,269 - - - - - - - - - - 22,384,523

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Interest income 428,694 $ 1,712,666 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - 2,141,360 Financing costs (701) $ (625) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - (1,326) Total nonoperating revenues (expenses) 427,993 1,712,041 - - - - - - - - - - 2,140,034 CHANGE IN NET POSITION $ 12,778,247 $ 11,746,310 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 24,524,557

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2024 through November 30, 2024

INVESTMENTS SUMMARY
Item 1c November 2024 Treasurer Report
13 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 33,363,756 $ 28,561,690 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 206,767,899 $ 229,607,825 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ 281,807,003 $ 270,469,593 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Ending Balance $ 521,938,658 $ 528,639,108 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 4.58% 4.58%
California Asset Management Program (CAMP) 5.03% 4.87%
PFM Asset Management Investment Portfolio 4.69% 4.67%
Average Return On Investments: 4.82% 4.75%
Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ 26,036 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 908,552 $ 839,926 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio * $ (508,758) $ 845,657 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Interest and Investment Gains $ 414,179 $ 1,711,619 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - * Includes change in current market value and accrued interest.

CAMP Portfolio Statistics
As of November 30, 2024
Beginning of the Month Market Value $ 206,767,899
Ending of The Month Market Value $ 229,607,825
Yield at Market 4.87% Weighted Average Maturity (days) 41 PFM Portfolio Statistics
As of November 30, 2024
Portfolio Par Value $ 269,787,383
Portfolio Market Value (icl. Accrued Interest) $ 270,469,593 Yield at Cost 4.67%
Yield at Market 4.45%
Benchmark Yield* 4.21%
Portfolio Effective Duration (years) 1.35 Weighted Average Maturity (days) 629 *ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:
https://svcleanenergy.org/wp-content/uploads/2018/10/FP-08_Investments-Policy-F.pdf

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2024 through November 30, 2024

14.02% 12.72%

34.80%

32.25%

3.47% 2.74%

0.00%
0%
5%
10%
15%
20%
25%
30%
35%
40%
0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years Maturity Distribution
U.S. Treasury
Bond / Note
47%
Commercial
Paper
13%
CAMP Pool
0%
Federal Agency
Commercial
5%
Supra-National Agency
0% Corp. & Bank Notes
18%
Certificate of Deposit
3%
Asset-Backed
Security
14%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

29.8%
Certificates of
Deposit, 30.0%
Commercial
Paper, 33.2% US Treasuries,

4.4%
Money Market
Funds, 0.1%
SupraNational
Debt, 1.0%
Corporate
Notes, 1.6%
Camp Pool Composition (based on market value)
Item 1c November 2024 Treasurer Report
14 October November December January February March April May June July August September YTD Retail Sales Actual (GWh) 338.0 306.3 644
Retail Sales Budget (GWh) 316.8 331.8 346.9 363.3 341.8 326.0 310.5 310.3 323.6 342.9 348.8 344.1 649 Load deviation from the Budget (Right Y-Axes)6.7% -7.7% -0.7% Customer Participation Rate Res 96.1% 96.1%
Customer Participation Rate Com 96.5% 96.5%
Total Accounts 281,658 282,096 282,096
Opt-Out Accounts 41 25 66
Opt-Up Accounts -7 17 10

0.06 23.59
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 12/1/2024) Date Amount
<30 days $27,391,923 High 11/29/2021 $7.99M
<60 days $1,759,242 Low 4/17/2020 $2.54M
<90 days $1,025,912 Current 7/31/2023 $6.6 M
<120 days $601,603
Older $3,254,851

November 2024 FYTD
Bad Debt % (Actual)

0.36%

TOTAL DUE
Bad Debt % (Budget )

0.75%
Accounts Receivable Days
24 Days
$34,033,532

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
• Green arrow indicates
receipt of $1.3M in Federal
CAPP funds.
• An additional $717K in CAPP
funding provided in Winter
2023.
• Growth at red arrow
indicates short-term PG&E
billing-hold issue in Fall 2022
that was quickly resolved.
'17-'18 '18-'19 '19-'20 '20-'21 21-'22 22-'23 23-'24 24-'25 Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,484,752 $1,539,437 $295,567 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.29% 0.36% Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $128,286 $147,783 $-
$30,000
$60,000
$90,000
$120,000
$150,000
$180,000
$210,000
$240,000
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
$1,800,000
SVCE Write-offs By Fiscal Year
Item 1c November 2024 Treasurer Report
16 M
15 Item 1c November 2024 Treasurer Report
Silicon Valley Clean Energy November 30, 2024
Certificate of Compliance
During the reporting period for the month ended November 30, 2024, the account(s) managed by PFM Asset Management ("PFMAM") were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.

Acknowledged : PFM Asset Management, a division of U.S. Bancorp Asset Management, Inc.

Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Financial LP Asset and Investment Management ("AIM"). 16 Item 1c November 2024 Treasurer Report
eAiJby \ D Ml J
i i ©
Managed Account Security Transactions & interest roi uie monui ciKJiiiy iwvemuer ju, Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY
10/30/24 11/04/24 FHMS K739 A2
DTD 11/01/2020 1.336% 09/01/2027
3137F64P9 2,400,000.00 (2,215,781.25) (267.20) (2,216,048.45) 10/31/24 11/04/24 US TREASURY N/B
DTD 10/31/2024 4.125% 10/31/2026
91282CLS8 7,500,000.00 (7,488,281.25) (3,418.51) (7,491,699.76) 10/31/24 11/04/24 US TREASURY N/B
DTD 10/15/2024 3.875% 10/15/2027
91282CLO2 2,500,000.00 (2,479,003.91) (5,322.80) (2,484,326.71) 11/05/24 11/06/24 US TREASURY N/B
DTD 01/17/2023 3.875% 01/15/2026
91282CGE5 5,000,000.00 (4,975,976.57) (60,020.38) (5,035,996.95) 11/05/24 11/06/24 US TREASURY N/B
DTD 09/03/2024 3.750% 08/31/2026
91282CLH2 2,000,000.00 (1,982,656.25) (13,881.22) (1,996,537.47) 11/07/24 11/08/24 CREDIT INDUST ET COMM NY 22536WJJ6 2,000,000.00 (2,000,000.00) 0.00 (2,000,000.00) DTD 11/08/2024 4.550% 11/07/2025
11/12/24 11/15/24 MERCEDES-BENZ FIN NA
DTD 11/15/2024 4.800% 11/13/2026
58769JBB2 1,000,000.00 (999,180.00) 0.00 (999,180.00)
11/19/24 11/22/24 FORDO 2024-D A2A
DTD 11/22/2024 4.590% 10/15/2027
34535VAB0 515,000.00 (514,974.87) 0.00 (514,974.87)
11/19/24 11/26/24 VALET 2024-1 A2A
DTD 11/26/2024 4.650% 11/22/2027
92868RAB4 1,325,000.00 (1,324,978.80) 0.00 (1,324,978.80) 11/19/24 11/26/24 COPAR 2024-1 A2A
DTD 11/26/2024 4.610% 10/15/2027
14O43NAB5 400,000.00 (399,983.16) 0.00 (399,983.16)
11/20/24 11/25/24 STATE STREET BANK & TR
DTD 11/25/2024 4.594% 11/25/2026
857449AC6 955,000.00 (955,000.00) 0.00 (955,000.00)
11/20/24 11/27/24 COMMONWEALTH BK AUSTR NY
DTD 11/27/2024 4.577% 11/27/2026
20271RAU4 875,000.00 (875,000.00) 0.00 (875,000.00)
Transaction Type Sub-Total 26,470,000.00 (26,210,816.06) (82,910.11) (26,293,726.17) CALL
11/03/24 11/03/24 CITIGROUP INC (CALLABLE)
DTD 11/03/2021 1.281% 11/03/2025
172967ND9 500,000.00 500,000.00 0.00 500,000.00 27,810.00 0.00 Transaction Type Sub-Total 500,000.00 500,000.00 0.00 500,000.00 27,810.00 0.00

INTEREST
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 38
17 Item 1c November 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending November 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method

INTEREST
11/01/24 11/25/24 FHMS K068 A2
DTD 10/01/2017 3.244% 08/01/2027
3137FBBX3 0.00 2.297.83 2.297.83
11/01/24 11/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 0.00 1.425.38 1.425.38
11/01/24 11/25/24 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 0.00 701.63 701.63
11/01/24 11/25/24 FNA2015-M11 A2
DTD 07/01/2015 2.953% 04/01/2025
3136APSZ6 0.00 1,414.43 1.414.43
11/01/24 11/25/24 FHMS K063 A2
DTD 03/01/2017 3.430% 01/01/2027
3137BVZ82 0.00 6,359.79 6,359.79
11/01/24 11/25/24 FHMS K733 A2
DTD 11/01/2018 3.750% 08/01/2025
3137FJXO7 0.00 1,668.81 1,668.81
11/01/24 11/25/24 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 0.00 1,348.09 1,348.09
11/01/24 11/25/24 FHMS K057 A2
DTD 09/01/2016 2.570% 07/01/2026
3137BROJ7 0.00 2,516.46 2,516.46
11/01/24 11/25/24 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 0.00 1.981.51 1,981.51
11/01/24 11/25/24 FHMS K737 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FOX37 0.00 2.209.37 2,209.37
11/01/24 11/25/24 FHMS K054 A2
DTD 04/01/2016 2.745% 01/01/2026
3137BNGT5 0.00 2.516.25 2,516.25
11/01/24 11/25/24 FHMS K059 A2
DTD 11/01/2016 3.120% 09/01/2026
3137BSRE5 0.00 1.820.00 1,820.00
11/03/24 11/03/24 CITIGROUP INC (CALLABLE)
DTD 11/03/2021 1.281% 11/03/2025
172967ND9 0.00 3.202.50 3.202.50
11/13/24 11/13/24 NATIONAL RURAL UTIL COOP
(CALLABLE)
DTD 11/02/2023 5.600% 11/13/2026
63743HFK3 0.00 8.540.00 8.540.00
11/13/24 11/13/24 ROCHE HOLDINGS INC (CALLABLE)
DTD 11/13/2023 5.265% 11/13/2026
771196CE0 0.00 20,138.63 20,138.63
11/13/24 11/13/24 CATERPILLAR FINL SERVICE
DTD 05/13/2022 3.400% 05/13/2025
14913R2V8 0.00 7,650.00 7,650.00
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 39
18 Item 1c November 2024 Treasurer Report
CAJALS Managed Account Security Transactions & Interest For the Month Ending November 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method

INTEREST
11/15/24 11/15/24 ALLYA 2024-1 A3
DTD 03/13/2024 5.080% 12/15/2028
02008FAC8 0.00 1,629.83 1,629.83
11/15/24 11/15/24 HAROT 2024-1 A2
DTD 02/21/2024 5.360% 09/15/2026
437918AB1 0.00 4.372.02 4,372.02
11/15/24 11/15/24 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 0.00 1,473.25 1,473.25
11/15/24 11/15/24 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 0.00 4.433.46 4,433.46
11/15/24 11/15/24 COMET 2024-Al A
DTD 09/24/2024 3.920% 09/17/2029
14041NGE5 0.00 8.052.33 8.052.33
11/15/24 11/15/24 US TREASURY N/B
DTD 05/15/2024 4.500% 05/15/2027
91282CKR1 0.00 157,500.00 157.500.00
11/15/24 11/15/24 HART 2024-B A2A
DTD 07/24/2024 5.150% 06/15/2027
44934OAB7 0.00 2.403.33 2,403.33
11/15/24 11/15/24 CHAIT 2024-Al A 161571HV9 0.00 2,664.17 2,664.17 DTD 01/31/2024 4.600% 01/16/2029
11/15/24 11/15/24 BACCT 2024-Al A
DTD 06/13/2024 4.930% 05/15/2029
05522RDJ4 0.00 4,231.58 4,231.58
11/15/24 11/15/24 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
654S0MAB9 0.00 2,970.16 2,970.16
11/15/24 11/15/24 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
025823KD1 0.00 3,595.62 3,595.62
11/15/24 11/15/24 BAAT 2024-1A A3
DTD 05/22/2024 5.350% 11/15/2028
09709AAC6 0.00 557.29 557.29
11/15/24 11/15/24 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 0.00 4,018.00 4,018.00
11/15/24 11/15/24 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 0.00 1.108.00 1.108.00
11/15/24 11/15/24 USAOT 2024-A A2
DTD 07/30/2024 5.250% 03/15/2027
90327VAB4 0.00 4.987.50 4,987.50
11/15/24 11/15/24 TAOT 2024-C A2A
DTD 07/30/2024 5.160% 05/17/2027
89237OAB6 0.00 1.440.50 1.440.50
11/15/24 11/15/24 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 0.00 1.566.83 1,566.83
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 40
19 Item 1c November 2024 Treasurer Report
AlL3vLLjaC
Managed Account security Transactions & interest rui uie riunui ciiuniy i^oveiuiTfi ou, zuz4 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 1 INTEREST
11/15/24 11/15/24 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6 0.00 3,728.08 3,728.08
11/15/24 11/15/24 WFCIT 2024-A2 A
DTD 10/24/2024 4.290% 10/15/2029
92970OAE5 0.00 1,639.14 1,639.14
11/15/24 11/15/24 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531OAB5 0.00 7,425.00 7.425.00
11/15/24 11/15/24 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 0.00 2.234.35 2.234.35
11/15/24 11/15/24 DCENT 2023-Al A
DTD 04/11/2023 4.310% 03/15/2028
254683CY9 0.00 4,669.17 4,669.17
11/15/24 11/15/24 TAOT 2024-D A2A 89239TAB8 0.00 2,158.72 2,158.72 DTD 10/17/2024 4.550% 08/16/2027
11/15/24 11/15/24 WFCIT 2024-Al A
DTD 03/01/2024 4.940% 02/15/2029
92970OAA3 0.00 3,807.92 3.807.92
11/15/24 11/15/24 CHAIT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 0.00 3,461.50 3.461.50
11/15/24 11/15/24 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14O44EAB4 0.00 2,916.60 2,916.60
11/15/24 11/15/24 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 0.00 1.196.11 1,196.11
11/15/24 11/15/24 WOART 2024-B A2A
DTD 05/22/2024 5.480% 09/15/2027
98164HAB4 0.00 1,935.62 1.935.62
11/15/24 11/15/24 NAROT 2024-B A2A
DTD 10/23/2024 4.510% 06/15/2027
65479WAB0 0.00 2.907.70 2,907.70
11/15/24 11/15/24 NAROT 2024-A A2A
DTD 05/22/2024 5.470% 12/15/2026
65479UAB4 0.00 3,008.50 3,008.50
11/15/24 11/15/24 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 0.00 852.20 852.20
11/15/24 11/15/24 KCOT 2024-2A A2
DTD 06/25/2024 5.450% 04/15/2027
50117DAB2 0.00 1,362.50 1,362.50
11/15/24 11/15/24 ALLYA 2024-2 A3
DTD 09/27/2024 4.140% 07/16/2029
02007NAC2 0.00 2,277.00 2,277.00
11/15/24 11/15/24 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 0.00 1,070.65 1,070.65
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 41
20 Item 1c November 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending November 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal
Trade Settle Security Description CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 10/11/2023 5.780% 08/16/2028
11/15/24 11/15/24 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 0.00 1,717.89 1,717.89
11/15/24 11/15/24 TAOT 2024-A A3
DTD 01/30/2024 4.830% 10/16/2028
89238DAD0 0.00 1.348.38 1.348.38
11/15/24 11/15/24 AMXCA 2024-1 A
DTD 04/23/2024 5.230% 04/16/2029
02582JKH2 0.00 3.116.21 3.116.21
11/15/24 11/15/24 US TREASURY N/B
DTD 11/15/2022 4.500% 11/15/2025
91282CFW6 0.00 112,500.00 112,500.00
11/15/24 11/15/24 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
44918CAB8 0.00 2,007.02 2,007.02
11/15/24 11/15/24 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 0.00 1,050.77 1,050.77
11/15/24 11/15/24 TAOT 2024-B A2A
DTD 04/30/2024 5.410% 03/15/2027
89237NAB3 0.00 2,727.94 2.727.94
11/15/24 11/15/24 HAROT 2024-4 A2
DTD 10/24/2024 4.560% 03/15/2027
43816DAB1 0.00 4,176.20 4,176.20
11/15/24 11/15/24 HART 2024-C A2A
DTD 10/16/2024 4.530% 09/15/2027
448976AB6 0.00 3,229.51 3,229.51
11/15/24 11/15/24 FORDO 2024-C A2A
DTD 09/20/2024 4.320% 08/15/2027
34532UAB5 0.00 2,322.00 2,322.00
11/15/24 11/15/24 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 0.00 2,275.00 2,275.00
11/15/24 11/15/24 WOART 2024-C A2A
DTD 08/20/2024 4.780% 01/18/2028
98164NAB1 0.00 4,102.83 4,102.83
11/16/24 11/16/24 GMCAR 2024-4 A2A
DTD 10/16/2024 4.530% 10/18/2027
38014AAB7 0.00 2,637.47 2,637.47
11/16/24 11/16/24 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 0.00 444.58 444.58
11/16/24 11/16/24 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 0.00 1,090.22 1,090.22
11/16/24 11/16/24 GMCAR 2024-3 A2A
DTD 07/10/2024 5.350% 06/16/2027
38013KAB6 0.00 3,165.42 3,165.42
11/16/24 11/16/24 GMCAR 2023-4 A3 379930AD2 0.00 2,263.83 2,263.83 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 42
21 Item 1c November 2024 Treasurer Report
CAIkJ \ D J
V7\LJ 3) .. .. .. _ ..

Managed Account security Transactions & interest For the Month Ending Noventlier 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method 1 INTEREST
11/17/24 11/17/24 BP CAP MARKETS AMERICA 10373OBY5 0.00 15,427.28 15,427.28 (CALLABLE)
DTD 05/17/2024 5.017% 11/17/2027
11/20/24 11/20/24 TOYOTA MOTOR CREDIT CORP
DTD 11/20/2023 5.400% 11/20/2026
89236TLD5 0.00 7,425.00 7,425.00
11/20/24 11/20/24 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 0.00 1,681.53 1.681.53
11/21/24 11/21/24 GOLDMAN SACHS BANK USA
(CALLABLE)
DTD 05/21/2024 5.414% 05/21/2027
38151LAG5 0.00 9.609.85 9.609.85
11/21/24 11/21/24 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 0.00 921.38 921.38
11/21/24 11/21/24 HAROT 2024-3 A2
DTD 08/21/2024 4.890% 02/22/2027
43813YAB8 0.00 3,341.50 3.341.50
11/22/24 11/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 0.00 1,839.94 1.839.94
11/25/24 11/25/24 CHAOT 2024-2A A2
DTD 04/25/2024 5.660% 05/26/2027
16144CAB2 0.00 2,825.86 2,825.86
11/25/24 11/25/24 CHAOT 2024-5A A2
DTD 09/24/2024 4.400% 11/26/2027
16144OAB1 0.00 1,100.00 1,100.00
11/25/24 11/25/24 CHAOT 2024-3A A2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 0.00 3,732.75 3,732.75
11/25/24 11/25/24 CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027
16144BAB4 0.00 708.91 708.91
11/25/24 11/25/24 BMWOT 2024-A A3
DTD 06/11/2024 5.180% 02/26/2029
096919AD7 0.00 3,086.42 3,086.42
11/25/24 11/25/24 CHAOT 2024-4A A2
DTD 07/30/2024 5.250% 09/27/2027
16144YAB4 0.00 2.275.00 2,275.00
11/26/24 11/26/24 MORGAN STANLEY BANK NA
(CALLABLE)
DTD 05/30/2024 5.504% 05/26/2028
61690U8B9 0.00 9.148.87 9.148.87
11/30/24 11/30/24 US TREASURY N/B
DTD 11/30/2023 4.875% 11/30/2025
91282C1L6 0.00 48.750.00 48,750.00
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 43
22 Item 1c November 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending November 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 05/22/2024 5.480% 09/15/2027
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

INTEREST
11/30/24 11/30/24 US TREASURY N/B
DTD 05/31/2023 4.250% 05/31/2025
91282CHD6 0.00 60,031.25 60,031.25
Transaction Type Sub-Total 0.00 641,526.12 641,526.12

MATURITY
11/08/24 11/08/24 CREDIT INDUST ET COMM NY
DTD 02/13/2024 0.000% 11/08/2024
22536LL81 2,250,000.00 2,250,000.00 0.00 2,250,000.00 85,239.37 0.00 Transaction Type Sub-Total 2,250,000.00 2,250,000.00 0.00 2,250,000.00 85,239.37 0.00

PAYDOWNS
11/01/24 11/25/24 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 1,193.22 1,193.22 0.00 1,193.22 57.70 51.78
11/01/24 11/25/24 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 13,485.92 13,485.92 0.00 13,485.92 691.15 413.10 11/01/24 11/25/24 FNA 2015-M11 A2
DTD 07/01/2015 2.953% 04/01/2025
3136APSZ6 911.76 911.76 0.00 911.76 35.65 12.04
11/01/24 11/25/24 FHMS K733 A2
DTD 11/01/2018 3.750% 08/01/2025
3137FJXO7 242.36 242.36 0.00 242.36 7.98 3.53
11/01/24 11/25/24 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 21,707.80 21,707.80 0.00 21,707.80 937.00 636.59 11/01/24 11/25/24 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 1,018.09 1,018.09 0.00 1,018.09 73.46 45.66
11/15/24 11/15/24 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4 72,768.98 72,768.98 0.00 72,768.98 6.42 4.21
11/15/24 11/15/24 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 27,606.11 27,606.11 0.00 27,606.11 2.17 1.63
11/15/24 11/15/24 HART 2023-C A2A
DTD 11/13/2023 5.800% 01/15/2027
4491SCABS 42,939.76 42,939.76 0.00 42,939.76 2.01 1.39
11/15/24 11/15/24 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
65480MAB9 79,407.40 79,407.40 0.00 79,407.40 1.17 0.68
11/15/24 11/15/24 WOART 2024-B A2A 98164HAB4 36,345.65 36,345.65 0.00 36,345.65 3.66 3.14 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 44
23 Item 1c November 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending November 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 01/17/2023 3.875% 01/15/2026
Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

PAYDOWNS
11/15/24 11/15/24 TAOT 2024-B A2A 89237NAB3 50,608.18 50,608.18 0.00 50,608.18 3.64 2.99 DTD 04/30/2024 5.410% 03/15/2027
11/15/24 11/15/24 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6 44,240.95 44,240.95 0.00 44,240.95 0.57 0.36
11/15/24 11/15/24 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 23,763.53 23,763.53 0.00 23,763.53 1.07 0.72
11/15/24 11/15/24 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 34,140.54 34,140.54 0.00 34,140.54 262.72 186.65 11/15/24 11/15/24 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 31,041.88 31,041.88 0.00 31,041.88 806.36 524.43 11/15/24 11/15/24 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 33,489.21 33,489.21 0.00 33,489.21 1.17 0.88
11/15/24 11/15/24 WOART 2023-D A2A 98164DAB3 24,141.56 24,141.56 0.00 24,141.56 2.04 1.43 DTD 11/08/2023 5.910% 02/16/2027
11/15/24 11/15/24 HAROT 2024-1 A2 437918AB1 98,769.98 98,769.98 0.00 98,769.98 9.12 6.54 DTD 02/21/2024 5.360% 09/15/2026
11/16/24 11/16/24 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 22,008.08 22,008.08 0.00 22,008.08 1.46 1.16
11/20/24 11/20/24 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 30,489.17 30,489.17 0.00 30,489.17 1.78 1.26
11/22/24 11/22/24 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 95,503.92 95,503.92 0.00 95,503.92 2.93 1.98
11/25/24 11/25/24 CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027
16144BAB4 15,963.99 15,963.99 0.00 15,963.99 1.34 1.05
11/25/24 11/25/24 CHAOT 2024-3A A2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 14,322.78 14,322.78 0.00 14,322.78 0.12 0.07
11/25/24 11/25/24 CHAOT 2024-2A A2
DTD 04/25/2024 5.660% 05/26/2027
16144CAB2 56,777.29 56,777.29 0.00 56,777.29 2.05 2.05
Transaction Type Sub-Total 872,888.11 872,888.11 0.00 872,888.11 2,914.74 1,905.32 SELL
11/22/24 11/25/24 US TREASURY N/B 91282CGE5 1,600,000.00 1,590,937.50 22,407.61 1,613,345.11 (1,375.00) (1,700.16) FIFO PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 45
24 Item 1c November 2024 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending November 30, 2024 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Method
1 SELL
11/22/24 11/25/24 US TREASURY N/8
DTD 04/30/2024 4.875% 04/30/2026
11/27/24 11/27/24 BARCLAYS CAPITAL INC
DTD 03/18/2024 0.000% 12/13/2024
91282CKK6
06743UMD1

1.000,000.00
375,000.00
1,006,757.81
374,225.00

3.366.71

0.00 1,010,124.52
374.225.00

6.406.25

13.963.96

6.487.39
101.67
FIFO
FIFO
Transaction Type Sub-Total 2,975,000.00 2,971,920.31 25,774.32 2,997,694.63 18,995.21 4,888.90 Managed Account Sub-Total (19,616,007.64) 584,390.33 (19,031,617.31) 134,959.32 6,794.22 Total Security Transactions ($19,616,007.64) $584,390.33 ($19,031,617.31) $134,959.32 $6,794.22 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 46

Page 1 of 1 ends

Staff Report – Item 1d
Item 1d: Appoint SVCE Treasurer/Auditor and Board Secretary for 2025 From: Monica Padilla, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 1/8/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) appoint Amrit Singh, SVCE Chief Financial Officer (CFO) and Director of Administrative Services, as the Board Treasurer/Auditor and Andrea Pizano, SVCE Sr. Executive Assistant and Board Clerk, as the Board Secretary for 2025.

BACKGROUND
Pursuant to Section 4.11.3 of the Joint Powers Agreement (Agreement), the Board shall appoint a qualified person to act as Treasurer and a qualified person to serve as Auditor. The Board may appoint a qualified person to serve as both Treasurer/Auditor. The Treasurer/Auditor acts as the depository of the Authority’s funds and has custody of all the money of the Authority. The Treasurer/Auditor reports directly to the Board the performance of their duties as Treasurer/Auditor and must comply with the requirements for treasurers of general law cities. Government Code Section 6505.5 and Section 6 of the Agreement further specifies the duties and obligations of the Treasurer/Auditor.

Pursuant to Section 4.11.2 of SVCE’s Agreement, the Board of Directors of the Authority shall appoint a Secretary. The Secretary is responsible for keeping the minutes of all Board meetings (ensuring the minute meetings are completed and retained) and keeping other official records of the Authority. The secretary does not have to be a member of the Board.

The Treasurer/Auditor and Secretary were last appointed in January 2024.

ANALYSIS & DISCUSSION
CFO and Director of Administrative Services Amrit Singh was first appointed to serve as the Treasurer/Auditor in December 2020; he has been reappointed annually since then. Prior to CFO Singh holding this position, the Director of Finance and Administration served as the Treasurer/Auditor since 2017. Staff is requesting the Board appoint CFO and Director of Administrative Services Singh to continue in this role for 2025.

SVCE Sr. Executive Assistant and Board Clerk Andrea Pizano has served as the Board Secretary since 2017.

Staff recommends that she continue serving in this capacity for 2025.

STRATEGIC PLAN
N/A

ALTERNATIVE
The Board can elect to appoint other individuals for Board Treasurer/Auditor and/or Board Secretary.

FISCAL IMPACT
No fiscal impact as a result of the appointments.

Item 1d
SILICON VALLEY \3/ CLEAN ENERGY

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Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Finalize and Execute Agreement with Ascend Analytics for Three Years with a Not to Exceed Amount of $1,600,000 for Portfolio Management, Procurement and Resource Planning SaaS and Consulting Services
From: Monica Padilla, CEO
Prepared by: Scott Wrigglesworth, Director of Risk Management and Analytics Date: 1/8/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) authorize the Chief Executive Officer (CEO) to finalize and execute a new three-year agreement (Attachment 1) with Ascend Analytics (“Ascend”) for Software-as-a-Service (SaaS) consulting services around power portfolio and risk management for a total amount not to exceed (“NTE”) $1,600,000 over three years for April 1, 2025 through March 31, 2028.

If approved, the new agreement will replace the existing Ascend agreement which is effective through March 31, 2025.

BACKGROUND
SVCE has used Ascend Analytics software and consulting services since 2019. In 2021, the Board authorized the CEO to execute a new three-year agreement which was executed and effective October 2021 through September 2024. The Board authorized a six-month extension of the existing contract at its August 14, 2024 meeting.

Staff performed a Request for Proposals (RFP) over the summer of 2024. Staff actively notified eleven potential vendors in addition to its distribution to our solicitations mailing list to ensure a robust set of proposals. Staff obtained two proposals and Ascend was selected based on 1) most competitive pricing, 2) limited staff burden and limited internal effort for implementations, 3) for continuity of operations, and 4) scope of services/response.

ANALYSIS & DISCUSSION
The agreement includes both ongoing fees for the continued provision and access to the PowerSimm portfolio management platform, in addition to dedicated consulting hours to be used over the term of the agreement.

Staff may not use all the hours under the agreement and spend below the NTE.

Under this extended agreement, Ascend will continue to provide SVCE with the following services:
• PowerSimm Platform Access & Hosting Fees (ongoing)
• CAISO Market Report and Fundamentals (ongoing)
• Integrated Resource Plan / Virtual Power Plant / Power Supply Resource Request for Offers (RFO) Support
• Term Portfolio Management, Budget, and Customer Service Support Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 1/8/2025

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• Finance / Middle-Office Support: Budget, Risk Policy Review and Counterparty Credit Monitoring In addition, SVCE may request the following optional services:
• Additional Integrated Resource Planning Support Hours • Additional RFO Support Hours
• Portfolio Management Contingency Support
• Finance / Middle-Office Contingency Support
• Optional PowerSimm Tools
• Short-Term Portfolio Management Services
Originally, SVCE and Ascend agreed to a three-year term, extending from November 11, 2021 to September 30, 2024, which was extended by six months to March 31, 2025. This new agreement starts April 1, 2025 and is for three years to March 31, 2025.

Of the $1,600,000, approximately $700,000 is for licensed software over the three years and an additional $900,000 is for potential consulting work which will not be paid until after pre-authorized work is completed.

STRATEGIC PLAN
Approval of the attached agreement is in direct support of the Board-approved Strategic Plan as follows:
• Goal 2: Long-term, target for 100% clean energy annually by building a balanced portfolio with consideration for both affordability and reliability while exploring long-term pathways to clean power supply.
• Goal 4: Acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products. • Goal 6: Maintain healthy financial position; avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks. • Goal 9: Implement industry best practices to enable data-driven decision making across the organization; enhance systems, standards and procedures to streamline business processes and improve operational effectiveness and reliability (aka SVCE 3.0).

ALTERNATIVE
Alternatives included selection of the vendor with an alternate inferior proposal, active informal demoing and solicitation of other SaaS agreements and industry consultants, or hiring additional staff (likely 3-6 additional FTEs) to build in-house technology and market expertise to avoid reliance upon an external vendor. Going without some form of these services or capabilities would handicap the organization in enforcement of the Energy Risk Management Policy and performance of long-term planning and procurement activities.

FISCAL IMPACT
The fiscal impact of this decision is between $700,000 and $1,600,000 over three years, which has been included in the Fiscal Year 2024-25 budget. This level of expenditure is on par with the last Ascend Analytics contract and may represent a decrease in expenditure if not all NTE consulting is consumed, which is an entirely possible outcome.

ATTACHMENTS

1. Draft Agreement with Ascend Analytics
Item 1e
1/2024 Version 1.0

MASTER AGREEMENT

SOFTWARE AS A SERVICE
This agreement (“Agreement“) is made and effective on the date of last signature below (“Effective Date”), by and between Silicon Valley Clean Energy, an independent public agency located at California 9 (“SVCE”) and Ascend Analytics, an LLC located at 1877 Broadway, Suite 706, Boulder, CO 80302 (“Service Provider”).

RECITALS
WHEREAS, SVCE requires third-party hosted ,“software as a service” services, the scope of which is further described in Exhibit A, with respect to certain of its information technology needs; WHEREAS, SVCE requested a proposal from Service Provider for such Services; WHEREAS, Service Provider has experience and expertise in the business of providing the Services; WHEREAS, Service Provider submitted a proposal to SVCE to perform such Services on behalf of SVCE; WHEREAS, based on Service Provider’s superior knowledge and experience relating to such Services, SVCE has selected Service Provider to provide and manage the Services; WHEREAS, Service Provider wishes to perform the Services and acknowledges that the successful performance of the Services and the security and availability of SVCE’s data are critical to the operation of SVCE’s business; and,
WHEREAS, Service Provider has agreed to provide the Services to SVCE, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

1. Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the term (the “Initial Term“) shall commence on the Effective Date and continue for 3 years. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed successive one (1) year terms (each, a “Renewal Term”) upon mutual written agreement of the parties.

2. Not to Exceed Amount. SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 10 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed $1,600,000.

3. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to SVCE certain hosted software and provide all other services necessary for productive use of such software, that may include consulting, implementation, customization / integration, user identification and password change management, data import / export, monitoring, technical support, maintenance, training, backup and recovery, and change management, (collectively, the “Services“) as further set forth in Exhibit “A” attached hereto.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0

3.1 Authorized Users. Unless otherwise limited herein, Service Provider grants SVCE a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for any SVCE employee, contractor, or agent, or any other individual or entity authorized by SVCE, (each, an “Authorized User”) to access and use the Services. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.

3.2 Acknowledgement of License Grant. For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant of license to use intellectual property in software form, to SVCE by Service Provider.

3.3 Changes in Number of Authorized Users. SVCE is entitled to increase or decrease the initial number of Authorized Users (“Minimum Commitment”), on an as-requested basis; provided, however, that SVCE shall maintain the Minimum Commitment unless the parties otherwise agree to adjust the Minimum Commitment. Should SVCE elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users specified in Exhibit A and adjust the prospective Services Fees accordingly no later than five (5) business days from SVCE’s written request.

3.4 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the requests of SVCE. Cloud based storage shall not be utilized without the SVCE’s prior, written consent. Any and all permitted cloud storage shall be in compliance with ISO/IEC 27001 - 27017, as applicable, or successor standards thereto. Except as otherwise expressly set forth in Exhibit A, the Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to SVCE annually and within thirty (30) days of the effective date of this Agreement.

3.4.1 Subcontractors. Service Provider shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without SVCE’s prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement.

Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.

3.5 Storage. The Services shall include the applicable allocation of base data storage as described in Exhibit A, if any. Service Provider shall immediately notify SVCE when SVCE has reached eighty percent (80%) of SVCE’s then-current data storage maximum. Within five (5) calendar days of SVCE’s request, Service Provider shall make additional data storage available to SVCE at the rates described in Exhibit A.

3.6 Development and Test Environments. In addition to production use of the Services, SVCE is entitled to one development and one test environment for use by Authorized Users at no additional charge. Such non-production environments shall have the same data storage and processing capacities as the production environment. Service Provider shall cooperate with SVCE’s requests in managing the non-production environments such as refreshing SVCE Data upon request.

3.7 Documentation. The documentation for the Services (“Documentation”) will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. SVCE shall have the right to make any number of additional copies of the Documentation at no additional charge.

3.8 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate functionality in the Services. Where Service Provider has reduced or eliminated functionality in the Services, SVCE, at SVCE’s sole election and in SVCE’s sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Service Provider will immediately adjust the Services Fees accordingly on a prospective basis. Where Service Provider has introduced like functionality in other services, SVCE shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Service Provider increases functionality in the Services, such functionality shall be provided to SVCE without any increase in the Services Fees.

3.9 No Effect of Click-Through Terms and Conditions. Where an Authorized User is required to “click through” or otherwise accept or made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.

3.10 Modification of the Services. SVCE’s Director of Information Technology shall be authorized to waive, in writing, any of the Service Provider’s obligations with respect to the Services, where deemed to be in SVCE’s best interests, provided that no such modification shall result in any increase in the amount of the Services Fees.

3.11 Compliance with All Laws. Service Provider shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Service Provider shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq.

SVCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Service Provider to comply with this paragraph.

4. Support; Maintenance; Additional Services.

Please see Exhibit D for Software Support and Maintenance.

5. Audit Rights of Service Provider. Service Provider shall have no right to conduct an on-premises audit of SVCE’s compliance with the use of the Services. No more than once annually, Service Provider shall have the right to request from SVCE its certification of compliance with the permitted number of Authorized Users. Where the actual number of users exceeds the permitted number of Authorized Users, SVCE, at SVCE’s sole election shall, within thirty (30) business days: (a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users’ licenses at the rate specified in Exhibit A so as to be in compliance with the permitted number of Authorized Users.

6. Change Control Procedure. SVCE may, upon written notice, request changes to the scope of the Services under Exhibit A. If SVCE requests an increase in the scope, SVCE shall notify Service Provider, and, not more than five (5) business days (or other mutually agreed upon period) after receiving the request, Service Provider shall notify SVCE whether or not the change has an associated cost impact. If SVCE approves, SVCE shall issue a change order, which will be executed by the Service Provider. SVCE shall have the right to decrease the scope, and the associated fees will be reduced accordingly.

7. Termination; Renewals.

7.1 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, SVCE may terminate this Agreement for convenience upon not less than thirty (30) days prior written notice to the Service Provider.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0

7.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice.

7.3 Payments upon Termination. Upon the termination of this Agreement, SVCE shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to SVCE all amounts due and payable hereunder, such as Performance Credits, as defined in Exhibit A, and prepaid fees, if any.

7.4 Return of SVCE Data. Provided that SVCE is not in default under this agreement, upon the termination of this Agreement, Service Provider shall, within thirty (30) business days following the termination of this Agreement, provide SVCE, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the SVCE Data in the format specified by SVCE. Further, Service Provider shall certify to SVCE the destruction of any SVCE Data within the possession or control of Service Provider, in accordance with Section 13.5, but such destruction shall occur only after the SVCE Data has been returned to SVCE. This Section shall survive the termination of this Agreement.

7.5 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for the Renewal Term may be increased at the lesser of CPI or by five percent (5%) on an annualized per-user basis.

8. Transition Services. Prior to the effective date of termination and provided that SVCE is not in default under this agreement, Service Provider may but not be obliged to provide to SVCE and/or to the service provider selected by SVCE (“Successor Service Provider“) assistance reasonably requested by SVCE to effect the orderly transition of the Services, in whole or in part, to SVCE or to Successor Service Provider (“Transition Services”) following the termination of this Agreement, in whole or in part. The Transition Services, subject to T&M rates as defined in Exhibit B and any applicable licensing fees to the transition services, may include:
(a) developing a plan for the orderly transition of the terminated Services from Service Provider to SVCE or Successor Service Provider; (b) if required, transferring the SVCE Data to Successor Service Provider; (c) using commercially reasonable efforts to assist SVCE in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the Services; (d) using commercially reasonable efforts to make available to SVCE, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Service Provider in connection with the Services; and, (e) such other activities upon which the parties may agree. All applicable terms and conditions of this Agreement shall apply to the Transition Services. This Section shall survive the termination of this Agreement.

9. Fees; Billing. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by SVCE of an invoice from Service Provider.

Billing Procedures. Service Provider shall bill to SVCE the sums due pursuant to Exhibit A by Service Provider’s invoice, which shall contain: (a) SVCE’s purchase order number, if any, and Service Provider’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; (e); any Performance Credits or other credits; and, (f) total amount due. Service Provider shall forward invoices in hardcopy format to:

Silicon Valley Clean Energy
Accounts Payable
333 W El Camino Real #330
Sunnyvale, CA 94087
Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0

9.1 Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that SVCE is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by Service Provider.

9.2 Credits. Any amounts due to SVCE, such as a Performance Credit, from Service Provider may be applied by SVCE, at the sole election of SVCE, against any current or future fees due to Service Provider. Any such amounts that are not so applied by SVCE shall be paid to SVCE by Service Provider within thirty (30) calendar days following SVCE’s request. This Section shall survive the termination of this Agreement.

9.3 Non-binding Terms. Any terms and conditions included in a Service Provider invoice shall be deemed to be solely for the convenience of the Service Provider, and no such term or condition shall be binding upon the SVCE.

9.4 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, SVCE in a format that will permit audit by SVCE for a period of no less than three (3) years from when a fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon SVCE’s written request, Service Provider shall provide SVCE with a copy of its annual American Institute of Certified Public Accountants Service Organization Control (SOC) 1 type 2 report and SOC 2 type 2 report (for all Trust Services Principles).

9.5 Suspension of Services. Not withstanding any contrary provision in this agreement, Service Provider shall not suspend any part of the Services where: (a) SVCE is reasonably disputing any amount due to Service Provider; and, (b) any unpaid but undisputed amount due to Service Provider is less than ninety (90) business days in arrears without first having completed the dispute resolution process.

9.6 Disputed Charges

9.6.1 If SVCE receives an invoice which it reasonably believes includes a sum which is not valid and properly due:

9.6.2 SVCE shall notify the Supplier in writing as soon as reasonably practicable;

9.6.3 SVCE failure to pay the disputed Charges shall not be deemed to be a breach of this agreement;

9.6.4 SVCE shall pay the balance of the invoice which is not in dispute by the due date for payment of the invoice;

9.6.5 once the dispute has been resolved, SVCE shall provide payment within [10] Business Days

9.6.6 The parties agree that the compensation payable to Service Provider under this clause shall constitute full and final remuneration for the Services provided by Supplier. In the event of any dispute arising under this provision, the Parties will Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
discuss in good faith for a period of ninety (90) days. If no resolution is reached, either Party may take any action available to them in law or equity.

10. Representations and Warranties.

10.1 Mutual. SVCE and Service Provider represent and warrant that:

10.1.1 it is a public entity or business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;

10.1.2 it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;

10.1.3 the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;

10.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,

10.1.5 there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.

10.2 By Service Provider. Service Provider represents and warrants that:

10.2.1 it is in the business of providing the Services;

10.2.2 the Services are fit for the ordinary purposes for which they will be used;

10.2.3 it is possessed of professional knowledge with respect to the Services;

10.2.4 it acknowledges that SVCE is relying on its representation of its experience and professional knowledge, and that any substantial misrepresentation thereof may result in damage to SVCE; it is the lawful licensee or owner of the Services (excluding any SVCE Data therein) and has all the necessary rights in the Services to grant the use of the Services to SVCE;

10.2.5 the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;

10.2.6 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services (excluding specific third-parties for the Software-as-a-Service; provided there is no deterioration of the Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
capability or performance of the software due to Service Provider change of underlying third-party intellectual property incorporated into the Software-as-a-Service) and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;

10.2.7 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;

10.2.8 it will use its best efforts to ensure that no computer viruses, worms, malware, or similar items (collectively, a “Virus”) are introduced into SVCE’s computing and network environment by the Services, and that, where it transfers a Virus to SVCE through the Services, it shall reimburse SVCE the actual cost incurred by SVCE to remove or recover from the Virus, including the costs of persons employed by SVCE to perform such services;

10.2.9 the Services are free of any mechanism which may disable the Services and Service Provider warrants that no loss of SVCE Data will result from such items if present in the Services;

10.2.10 in the case of SVCE’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of SVCE Data; and,

10.2.11 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.

11. SVCE Data.

11.1 Ownership. SVCE’s data (“SVCE Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) SVCE’s and/or SVCE employees’ data collected, accessed, used, processed, stored, or generated as the result of the SVCE’s use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Except where subject to a third party’s intellectual property rights, all SVCE Data is and shall remain the sole and exclusive property of SVCE and all right, title, and interest in the same belongs to SVCE. This Section shall survive the termination of this Agreement.

11.2 Service Provider Use of SVCE Data. Service Provider is provided a limited license to access SVCE Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display SVCE Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain SVCE Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose SVCE Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to SVCE Data only to those employees of Service Provider who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available SVCE Data for Service Provider’s own purposes or for the benefit of anyone other than SVCE without SVCE’s prior written consent. This Section shall survive the termination of this Agreement.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0

11.3 Access to, and Extraction of SVCE Data. SVCE shall have full and complete access to, and ability to download, its SVCE Data 24 hours per day, 7 days per week, except during authorized periods of maintenance by Service Provider. Further, Service Provider shall, within five (5) business days of SVCE’s request, provide SVCE, without charge and without any conditions or contingencies whatsoever (including, but not limited to, the payment of any fees due to Service Provider), an extract of the SVCE Data in a usable format. In the event SVCE gives Service Provider written notice of a “litigation hold” or request under the California Public Records Act (Gov. Code § 7920.000 et seq., “Public Records Act”)., then as to all data identified in such notice or request, Service Provider shall, at no additional cost to SVCE, isolate and preserve all such data pending receipt of further direction from the SVCE.Backup and Recovery of SVCE Data. As a part of the Services, Service Provider is responsible for maintaining a backup of SVCE Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous on-site backup of SVCE Data that can be recovered within ninety six (96) hours at any point in time. Any backups of SVCE Data shall not be considered in calculating storage used by SVCE.

11.4 Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of SVCE Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of SVCE Data, Service Provider shall, as applicable: (a) notify SVCE as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with SVCE in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by SVCE; (c) in the case of PII, at SVCE’s sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse SVCE for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Service Provider’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless SVCE for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from SVCE in connection with the occurrence; (g) be responsible for recreating lost SVCE Data in the manner and on the schedule set by SVCE without charge to SVCE; (h) provide to SVCE a detailed plan within ten (10) calendar days of the occurrence describing the measures Service Provider will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at SVCE’s request, provide to SVCE a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by SVCE, which shall be executed by Service Provider and may be relied upon by SVCE as a true and accurate account of the occurrence.

Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Service Provider’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Service Provider has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Service Provider. This Section shall survive the termination of this Agreement.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
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12. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.

12.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. Except for electric and gas usage information provided to Service Provider pursuant to this Agreement, the term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, SVCE Data shall be deemed to be Confidential Information.

12.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement, or as required by law.

The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

12.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person. It is understood that SVCE is subject to the Public Records Act . If a request under the California Public Records Act is made to view Service Provider’s Confidential Information, SVCE shall notify Service Provider of the request and the date that such records will be released to the requester unless Service Provider obtains a court order enjoining that disclosure.

If Service Provider fails to obtain a court order enjoining that disclosure, SVCE will release the requested information on the date specified.

12.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of SVCE, at the sole election of SVCE, the immediate termination, without liability to SVCE, of this Agreement.

12.5 Surrender of Confidential Information upon Termination. Upon termination of this Agreement or an Exhibit A, in whole or in part, each party shall, within five (5) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return SVCE Data to SVCE following the timeframe and procedure described further in this Agreement. Should Service Provider or SVCE determine that the return of any SVCE Data or non-SVCE Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Item 1e
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Confidential Information in compliance with the most current version of NIST standard SP800-88, or other standard acceptable to the SVCE, and shall certify the same in writing within five (5) calendar days from the date of termination to the other party.

13. Data Privacy and Information Security.

13.1 Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing, maintaining, and providing a written description to SVCE of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the SVCE Data; (b) protect against any anticipated threats or hazards to the security or integrity of the SVCE Data; (c) protect against unauthorized disclosure, access to, or use of the SVCE Data; (d) ensure the proper disposal of SVCE Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider’s data privacy and information security program used to protect SVCE Data be less stringent than the safeguards used by Service Provider for its own data.

13.2 Audit by Service Provider. No less than annually, Service Provider shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to SVCE. The required audit shall be a SOC 2 (or successor standard) compliant audit, and Service Provider shall provide the audit findings in the form of an SOC 2 Type II report.

13.3 Right of Audit by SVCE. Without limiting any other audit rights of SVCE, SVCE shall have the right to review Service Provider’s SOC 2 Type II Report prior to the commencement of Services and from time to time during the term of this Agreement. In lieu of an on-site audit, upon request by SVCE, Service Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by SVCE regarding Service Provider’s data privacy and information security program.

13.4 Audit Findings. Service Provider shall implement any required safeguards as identified by SVCE or by any audit of Service Provider’s data privacy and information security program.

13.5 Pattern of Violations. It shall be considered a material breach of this Agreement if Service Provider engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein. Service Provider understands that if SVCE finds that Service Provider is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement SVCE shall promptly cease all disclosures of Confidential Information to Service Provider. Service Provider further understands that if SVCE receives a customer complaint about Service Provider’s misuse of data or other violation of the Disclosure Provisions, SVCE shall promptly cease disclosing that customer’s information to Service Provider and shall notify the California Public Utilities Commission (“CPUC”) of the complaint.

13.6 CPUC Compliance. Service Provider shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

13.7 Injunction, Specific Performance or Such Other Relief. Service Provider acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to SVCE and/or SVCE Customers, the amount of which may be difficult to assess. Accordingly, Service Provider hereby confirms that the SVCE shall be entitled to apply to a court of competent jurisdiction or the CPUC for an injunction, specific performance or such other relief (without posting Item 1e
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bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Service Provider or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the SVCE, in law or equity.

13.8 SVCE’s Right to Termination for Deficiencies. SVCE reserves the right, at its sole election, to immediately terminate this Agreement without limitation and without liability if SVCE reasonably determines that Service Provider fails or has failed to meet its obligations under this Section.

14. Proprietary Rights.

14.1 Pre-existing Materials. SVCE acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

14.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.

14.3 The provisions of this Section shall survive the termination of this Agreement.

15. Indemnification; Limitation of Liability; Insurance.

15.1 General Indemnification. Service Provider agrees to indemnify, defend, and hold harmless SVCE and its elected officials, officers, directors, agents, attorneys and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Service Provider, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Service Provider; (c) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; (d) any destruction, or unauthorized access, use, or theft of SVCE Data (collectively, “cyber theft”) or, (e) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the sole negligence or willful misconduct of an Indemnitee.

Notwithstanding any contrary provision Agreement, in no event shall service provider be responsible for consequential damages or any other damages or relief exceeding the amount of insurance coverage under this Agreement, or the total cost of the Agreement, whichever is greater.

15.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right (collectively, “proprietary rights”). In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that SVCE is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for SVCE the Item 1e
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right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by SVCE; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to SVCE any prepaid fees and the full cost associated with any Transition Services. Notwithstanding any contrary provision in this Agreement, in no event shall Service Provider have any obligation in this section

16.2 for any Proprietary Right not marked as “Proprietary Right of SVCE” on delivery to Service Provider.

15.3 Indemnification Procedures. Promptly after receipt by SVCE of a threat, notice, or filing of any Claim against an Indemnitee, SVCE shall give notice thereof to Service Provider Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and SVCE shall not independently defend or respond to a Claim; provided, however, that: (a) SVCE may defend or respond to a Claim, at reasonable expense of Service Provider, if SVCE’s counsel determines, in its reasonable discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and (b) SVCE shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, SVCE shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse SVCE for all reasonable out-of-pocket costs incurred by SVCE (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

15.4 Third-Party Beneficiaries. Nothing, express or implied, in this Agreement is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees.

15.5 Insurance. Unless otherwise approved in writing by SVCE’s risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Service Provider, pursuant to this Agreement: commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($500,000 per accident); cyber liability ($5,000,000 per occurrence) providing protection against claims and liabilities arising from:
(i) errors and omissions in connection with maintaining security of SVCE Data; (ii) data breach including theft, destruction, and/or unauthorized use of SVCE Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of SVCE Data; and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate). Any of the foregoing policy limits shall be subject to modification by the SVCE’s risk manager upon thirty (30) days prior, written notice to Service Provider, and at any time prior to commencement of the Services.

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that SVCE be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. SVCE shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider’s exposure to SVCE increases.

Service Provider shall provide SVCE with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide SVCE with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

16. General.

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16.1 Relationship between SVCE and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for SVCE or in any way to bind or to commit SVCE to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of SVCE. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of SVCE. In recognition of Service Provider’s status as an independent contractor, SVCE shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. SVCE shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of SVCE.

16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Santa Clara, State of California, in all questions and controversies arising out of this Agreement.

16.3 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

16.4 Compliance with Laws; SVCE Policies and Procedures. Service Provider agrees to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.

Service Provider shall comply with SVCE policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

16.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.

Service Provider will cooperate with any SVCE supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to SVCE, including, without limitation, the Successor Service Provider. Service Provider agrees to cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

16.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control.

Where Service Provider fails to use its best efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A force majeure event does not excuse Service Provider from providing Services and fulfilling its responsibilities relating to the requirements of backup and recovery of SVCE Data. In no event shall any of the following constitute a force majeure event: (a) failure, inadequate performance, or unavailability of Service Provider’s subcontractors, if any; or, (b) Item 1e
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configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for SVCE to access or use the Services. Within thirty (30) calendar days following the Effective Date and on an annual basis thereafter until the termination of this Agreement, Service Provider shall provide : (a) Services and SVCE Data backup and recovery procedures, including procedures and resources for disaster recovery; (b) fail-over procedures; and, (c) how Service Provider will interact with its business continuity suppliers, if any. Service Provider shall test its Business Continuity Plan on an annual basis until the termination of this Agreement and shall provide the test results to SVCE upon SVCE’s request.

16.7 Advertising and Publicity. Service Provider shall not refer to SVCE directly or indirectly in any advertisement, news release, or publication, or use any SVCE logo, seal or mark, without prior written approval from SVCE.

16.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

16.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given electronically via email with confirmation of receipt or by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

16.10 Assignment of Agreement. This Agreement and the obligations of Service Provider hereunder are personal to Service Provider. Neither Service Provider nor any successor, receiver, or assignee of Service Provider shall directly or indirectly assign this Agreement or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of Service Provider’s assets or stock or through merger, an insolvency proceeding or otherwise, without the prior written consent of SVCE. In the case of an assignment by Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third-parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services. SVCE, at SVCE’s sole election, may assign any and all of its rights and obligations under this Agreement to any company that succeeds to substantially all of SVCE’s business.

16.11 Time is of the Essence. Time is of the essence in every provision of this Agreement in which time for performance is a factor.

16.12 Counterparts; Facsimile/PDF/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

16.13 Entire Agreement. This Agreement and any and all attached exhibits, each of which is incorporated by reference herein, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between SVCE and Service Provider as to the subject matter hereof. No representation or promise not expressly set forth herein shall be binding. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions contained in any exhibit hereto. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

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16.14 Cumulative Remedies. All rights and remedies of SVCE herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief.

16.15 No Recourse against Constituent Members of Authority. SVCE is organized as a Joint Powers SVCE in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members. SVCE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Service Provider shall have no rights and shall not make any claims, take any actions or assert any remedies against any of SVCE’s constituent members in connection with this Agreement.

16.16 Non-Discrimination. In the performance of this Agreement, Service Provider, and any subcontractor of Service Provider shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Service Provider shall have responsibility for compliance with this Section.

16.17 Conflict Of Interest. Service Provider warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest. Service Provider and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Service Provider’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider may perform similar services for other clients, but Service Provider and its officers, employees, associates and subcontractors shall not, without the SVCE Representative’s prior written approval, perform work for another person or entity for whom Service Provider is not currently performing work that would require Service Provider or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Service Provider shall incorporate a clause substantially similar to this Section into any subcontract that Service Provider executes in connection with the performance of this Agreement.

Service Provider understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Service Provider to make certain governmental decisions or serve in a staff SVCE, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

16.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

16.19 Final Invoicing. Both Parties agree that all claims and liabilities for compensation to Service Provider or SVCE for anything done, furnished or relating to work, services or Performance Credit within ninety (90) calendar days of expiration or termination of Agreement

16.20 SVCE’s Rights to Employ Other Consultants. SVCE reserves the right to employ other consultants in connection with the subject matter of the Services.

16.21 Inserted Provisions. Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not Item 1e
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correctly inserted, the Agreement shall be amended to make such insertion on application by either party.

16.22 Captions and Terms. The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

16.23 Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Service Provider’s proposal, the provisions of this Agreement shall control.

16.24 Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

Executed on the dates set forth below by the undersigned authorized representative of SVCE and Service Provider to be effective as of the Effective Date.

RECOMMENDED FOR APPROVAL
__________________________________________________________ Scott Wrigglesworth, Director Risk & Analytics

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name:

Title:

Date:

Address for Notice:
[SERVICE PROVIDER NAME] (SERVICE PROVIDER)
By:

Name:

Title:

Date:

Address for Notice:

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EXHIBIT A

STATEMENT OF SERVICES, SUPPORT, AND SERVICE LEVEL AGREEMENT This Exhibit A - Statement of Services and Service Level Agreement shall be incorporated in and governed by the terms of that certain Master Software as a Service Agreement by and between SILICON VALLEY CLEAN ENERGY (“SVCE“) and ASCEND ANALYTICS, LLC (“Service Provider”) effective on the date of last signature of the Master Agreement for Software as a Service, (“Agreement”). In the event of a conflict between the provisions contained in the Agreement and those contained in this Exhibit A, the provisions contained in the Agreement shall prevail.

Services Description.
• PowerSIMM Platform
o SaaS inclusive of:
▪ Web-based User Interface
▪ Remote Virtual Machine for user access to the PowerCube via MS Excel and any other mutually agreed upon access methods
▪ Pooled Computational Machines
▪ Input Storage with Back-up
o PowerSIMM Portfolio Manager (Term) for portfolio, risk management and budget studies up to 10 full forward calendar years in length and inclusive of stochastic simulation.* o PowerSIMM Planner (Long-term) for procurement valuation screening, procurement shortlist portfolio analysis, resource planning inclusive of ARS and reliability with studies up to 25 full forward years in length and inclusive of stochastic simulation. o Curve Developer with automated harvest, data scrubbing, rules application, and validation with a secure instance for SVCE use only, data extraction permitted of processed curves and the Curve Cube in Excel accessible via SVCE’s remote virtual machine. o Budget Tracker for acquisition and processing of SVCE day-ahead and real-time volumes and pricing (hubs and all nodes) and calculation of dual-settlement shadow-settlement for realized periods.
o Product Specifications specific for SVCE:
▪ Curve Developer – The instance of Curve Developer for SVCE shall be separate and secure from other clients, feed SVCE’s PowerSIMM environment, be inclusive of implementation of up to two SVCE provided brokers for curve harvest of Resource Adequacy, RPS and GHG-Free Attribute Pricing, implemented from existing or new support hours but shall not exceed 50 billable hours, and SVCE provided broker quotes shall not be used by Ascend or itself or any of its clients. As part of implementation Ascend shall provide Curve Developer initial training at no cost or support hours to SVCE staff. ▪ Runtimes – SVCE shall perform convergence testing to ensure stability of output across simulation iteration count for the P5 and P95 of portfolio net revenue. SVCE will test up to 500 sims and select the minimum number of simulations that yields less than 1% change in P5 and P95 metrics.
▪ *Pooled Computational Machines shall be adequate to fulfill runtime requirement exclusive of SVCE’s dedicated machine noted below. The Service Provider’s runtime commitment is as follows:

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• Runtimes must complete within 36 hours for a full simulation (All PowerSIMM Modules) with ability to refresh for forward price changes (PowerSIMM Portfolio Manager & PowerSIMM Ops - weekly);
• and a revaluation of portfolio elements (assets, trades, load) within 8 hours (PowerSIMM Portfolio Manager & PowerSIMM Ops - daily) (Dispatch and Roll-up, Summarization and Reporting). • Studies should be able to include output for a minimum of 80 output variables (see list of 64 variables in Appendix C), p5/mean/p95 of those variables, and every iteration at the monthly and annual granularity. The variables are to be inclusive of the metric ‘Potential Future Exposure’.
• The number of simulations for these runtimes needs to be the number that passes convergence testing noted above.
• PowerSIMM Ops (short-term)
PowerSIMM Ops shall be newly deployed for SVCE. PowerSIMM Ops configuration will be automated where possible with other configuration managed via PowerSIMM’s web based UI. Product implementation is scheduled to begin on or after April 1, 2025. PowerSIMM Ops shall receive the following inputs and provide the following outputs (via PowerCube, csv file, and API) as granular as hourly data, across up to 80 variables for the greater of the balance of the current month or two weeks. The core variables are listed in Exhibit C.
o Inputs – All requisite data for short-term modeling including:
▪ Hourly Temperature
▪ Hourly Load Forecasts for each rate class (up to 15 unique loads) ▪ Hourly Renewable Forecasts
•
▪ Market Prices
• NP-15
• PG&E City Gate
• Only nodes that are part of the owned or contracted portfolio will be modeled in Ops
o Outputs – deterministic or stochastic results for up to 80 variables across each portfolio item inclusive of:
▪ MWh
▪ Price
▪ Revenue
▪ Cost
▪ Gross Margin
• Ascend Analytics Market Intelligence Services and Data for general and model consumption based upon the Service Provider’s offering but not less than:
o Access to Market Intelligence Hub and Ascend Maps
o Fundamental Forecasts no less than twice per year including:
▪ PowerSIMM data inputs
▪ Summarized forecasts in Excel
▪ Explanatory materials Presentation and full written reports in PDF form.

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• Support Hours
Service Provider staff shall provide 100 support hours annually. The service provider shall share detail purpose and staff consuming support hours and SVCE may dispute the applicability of hours to its time.

Hours shall be devoted to software related activity and not consulting. • Dedicated Machine
Service Provider will provide, and SVCE will pay for per the fee schedule, a dedicated computational machine, with no more than five-years in service age, for exclusive use for extra computing and the ability to execute SAS. SVCE will procure license and provide certificate for use of SAS. The service provider shall not include the machine in its testing/calculation of its commitment to achieve runtimes listed above. • Not-to-Exceed Consulting & Additional Support Services SVCE may call upon the Service Provider subject matter experts and analyst staff for consulting services in the areas of additional product support, integrated resource planning, procurement services, and/or portfolio risk management. SVCE and the Service Provider shall mutually agree upon the scope and timeframe though Task Orders. The consulting services shall have a Not-to-Exceed total dollar amount through the Initial Term as stated in the Service Fee section.
• Product Updates
Service Provider may provide routine product updates to SVCE. The Service Provider is responsible to provide 2-weeks notice for codebase updates so as to provide SVCE opportunity to test the impact of product update. Should SVCE determine material implications upon its business, or identify error in the intended codebase release, SVCE may decline the update. However, should SVCE elect to later receive product updates the Service Provider shall provide the prevailing product release at that time and is not required to (but may) provide a branch codebase.
• Validation and Testing Requirements:
o SVCE may perform model validations at any time during its use of the product, and the Service Provider agrees to address concerns SVCE identifies. In each instance, the Service Provider may bill support hours for investigation of the identified issue(s). Should the issue be identified as a product flaw and not a matter of configuration, support hours shall not be billed. o The Service Provider shall have six months to achieve contractually committed runtimes from the time that SVCE identifies and provides notice of the number of simulation iterations required for model convergence at the P5 and P95.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
Start Date and End Date. These dates represent the Initial Term of this Agreement.

The start date of the initial term is April 1, 2025, and the end date of the initial term is March 31, 2028.

Authorized Users and Services Fees.

Services Fees inclusive of Software License Fees shall be as follows during the initial term and shall be billed annually at the start of the service year. PowerSIMM Platform shall be inclusive of the following products at the following fees for the initial term:
• PowerSIMM Platform as described in the Services Description section o Year 1: $95,501
o Year 2: $96,456
o Year 3: $97,421
o Notwithstanding pricing may be adjusted for Performance Credits per the performance clauses contained herein
• PowerSIMM Ops with Budget Tracker as described in the Services Description section o Implementation: $0
o Year 1: $80,000*
o Year 2: $80,800
o Year 3: $81,608
o *Should implementation be delayed, and production go-live be delayed past the scheduled go live at the start of the initial term (April 1, 2025), due to the Service Providers delayed delivery of the product or failure to pass validation of the product as mutually agreed upon by SVCE and the Service Provide the annual license shall be reduced by 1/365th for each day of delay past the scheduled go-live date.
• Ascend Market Intelligence as described in the Services Description section o Year 1: $13,133
o Year 2: $13,396
o Year 3: $13,530
o Notwithstanding if Service Provider does not deliver two fundamental releases inclusive of supporting written reports and presentations within a given contract year Service Provider will refund $5,000 from the annual up front payment.
• 100 SaaS Support Hours Annually
o Year 1: $17,500
o Year 2: $17,500
o Year 3: $17,500
o Any paid but unused support hours shall roll into the next year or subsequent renewals • Addition Computational Machine
o Year 1: $16,500
o Year 2: $16,500
o Year 3: $16,500
• Not-to-Exceed Consulting & Additional Support Services SVCE may requests consulting services or additional product support through Task Orders that are mutually agreed upon between the Service Provider and SVCE for scope and time frame. SVCE is not obligated to procure any services through task order under this Not-to-Exceed value. The total cost for the initial term for Consulting and Additional Support Services is Not-to-Exceed $900,000 and shall be billed at the applicable rates defined in Exhibit B
Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
• Service Provider shall provide up to 15 ‘power user’ seats at SVCE’s discretion for all products and services licensed under this agreement. Additional Power Users shall be priced at $1,000 per user per year. Report users shall be priced at $500 per user per year (room has been made in the Not-to-Exceed values for potential future user additions).
• Summary of above-mentioned fees:

Storage Threshold(s).

The initial storage threshold shall be 10TB.

Storage Fees.

Service Provider shall provide additional storage upon SVCE’s request at a cost of $1,500 per TB (room has been made in the Not-to-Exceed values for potential future user additions).

Technical Support Description.

Service Provider will provide to SVCE telephone and email support (“Technical Support”) during business hours each non-holiday weekday between 8am MT until 6pm MT. Technical Support will include any research and resolution activity performed by Service Provider.
a) Request for Technical Support. Authorized Users will make Technical Support requests by calling or emailing Service Provider’s Technical Support staff or by submitting a request via Service Provider’s customer service web portal. The Technical Support staff shall assign to the request the Problem Severity Level (as defined herein) indicated by the requestor.
b) Problem Severity Levels 1 and 2 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 1 or 2 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the April 2025 -
March 2026
April 2026 -
March 2027
April 2027 -
March 2028
Three Year
Total
PowerSIMM Platform (Portfolio Manager & Planner) $95,501 $96,456 $97,421 $289,378 PowerSIMM Ops (Short-term 14 to 30 day position and
risk modeling prorated lisence fees pending completion
of implementation) $80,000 $80,800 $81,608 $242,408
Ascend Market Intelligence (Fundamentals) $13,133 $13,396 $13,530 $40,059 SaaS Support Hours (for items like training,
configurationa and system integration) $17,500 $17,500 $17,500 $52,500 Additional Computational Machine (for added speed) $16,500 $16,500 $16,500 $49,500 Total License Fees $222,634 $224,652 $226,559 $673,845
Not Specified by Year and Not Contractually Obligated
Contingency $26,155
Non-dedicated Annual Consulting or Other Services
(e.g. IRP work, Procurement work, Portfolio Management
work, additional software support) $900,000
TOTAL OVERALL NTE APPROVAL REQUEST $1,600,000
Contract Fee Summary
Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
requestor makes the initial request for Technical Support, Service Provider will: (a) immediately escalate the request to Service Provider’s management; (b) take and continue to take the actions which will most expeditiously resolve the request; (c) provide the progress to correct, and the estimated time of correction until the request is resolved; and, (d) provide increasing levels of technical expertise and Service Provider management involvement in finding a solution to the request until it has been resolved. c) Problem Severity Levels 3 and 4 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 3 or 4 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, at the sole election of requestor: (a) Service Provider will work continuously to resolve the request; or, (b) requestor and Service Provider will mutually agree upon a schedule within which to resolve the request.

Software Fault Limitations
Service Provider support service obligations under this SLA shall not apply to address faults in the operation of the Software caused by SVCE's modification of the Software or if used improperly on an operating environment not approved by Service Provider. Reported fault caused by SVCE’s modification(s) of the Software and that support from Service Provider will fall under standard software support provisions.

Severity Levels
When a support service request is received, it will first be assigned a severity level. The severity level will be assigned by mutual SLA between SVCE and Service Provider. The severity levels are defined as follows:

Technical Support Problem Severity Levels
a) Problem Severity Level 1.
1) Description. This Problem Severity Level is associated with: (a) Services, as a whole, are non-functional or are not accessible; (b) unauthorized exposure of all of part of SVCE Data; or, (c) loss or corruption of all or part of SVCE Data.
2) Request Response . Response will be within four (4) hours during regular support hours and continuous until the problem is resolved and subject to conditions of Force Majeure. 3) Request Resolution . Service Provider will diagnose and correct problem as soon as reasonably possible.

Service Provider will continue to use reasonable endeavors to resolve fault as soon as possible.

Resolution may include software patches or other approaches as required. b) Problem Severity Level 2.
1) Description. This Problem Severity Level is associated with significant and / or ongoing interruption of an Authorized User’s use of a critical function (as determined by the Authorized User) of the Services and for which no acceptable (as determined by the Authorized User) work-around is available. 2) Request Response . Response will be within six (6) hours during regular support hours and continuous until the problem is resolved and subject to conditions of Force Majeure. 3) Request Resolution . Service Provider will diagnose and correct problem as soon as reasonably possible.

Service Provider will continue to use reasonable endeavors to resolve fault as soon as possible.

Resolution may include software patches or other approaches as required. SVCE has the option to have Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
the fix integrated into the current release. If SVCE selects this option, the provisions of Software Maintenance, Exhibit D, for support hours are applicable unless alternative consulting rates are mutually agreed upon otherwise. If a new software release is not made commercially available within 6 months, the fix will be integrated into the current release at no charge. c) Problem Severity Level 3.
1) Description. This Problem Severity Level is associated with: (a) minor and / or limited interruption of an Authorized User’s use of a non-critical function (as determined by the Authorized User) of the Services; or, (b) problems which are not included in Problem Severity Levels 1 or 2. 2) Request Response . Within 40 calendar days of the reported problem, SVCE will be notified by Service Provider of a determination plan to fix the problem in a subsequent standard software release. 3) Request Resolution . SVCE has the option to have the fix integrated into the current release. If SVCE selects this option, current applicable time and material rates as listed in Exhibit B will be charged unless mutually agreed upon otherwise. If a new software release is not made commercially available within 6 months, the fix will be integrated into the current release at no charge. d) Problem Severity Level 4.
1) Description. This Problem Severity Level is associated with: (a) general questions pertaining to the Services; or, (b) problems which are not included in Problem Severity Levels 1, 2, or 3. 2) Request Response . Within 80 calendar days of the reported problem, SVCE will be notified by Service Provider of a determination plan to fix the problem in a subsequent standard software release.3) Request Resolution . SVCE has the option to have the fix integrated into the current release. If SVCE selects this option, current applicable time and material rates as listed in Exhibit B will be charged unless mutually agreed upon otherwise. If a new software release is not made commercially available within 6 months, the fix will be integrated into the current release at no charge. e) Problem Severity Level 5.
1) Description. Licensed Software is usable and is functioning properly. A change or enhancement has been identified, and is required.
2) Request Resolution. Service Provider and SVCE will mutually agree on a resolution method..

Resolution Method and Timing
Service Provider will use commercially reasonable efforts to correct problems in the Licensed Software that are reported by SVCE in accordance with problem severity levels as described in this support services description and subject to software fault limitations. Support service requests that are submitted will, during designated support hours, immediately be assigned an incident number. The incident number will be reported to SVCE and used as a means to track support status in a bug tracking database. Service Provider will maintain a bug tracking database of incidents, defects, enhancements request and the like and will provide review access to the database to SVCE from on request.

Revising Severity Levels
In some cases, it may be appropriate to upgrade or downgrade the severity level from the initially assigned severity level. Upgrading or downgrading of service request severity levels will be by mutual SLA between Service Provider Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
and SVCE. For example, if a work-around is identified and implemented for a Critical Level problem, the severity level will be downgraded to a Medium Level.

Problem Escalation
SVCE has the option to consult with Service Provider for support services to increase the priority so that the problem is fixed sooner. Specific problem resolution completion dates will be based on a prior mutual SLA by both parties.

The time spent investigating and/or assisting with this effort will be charged to SVCE at current applicable Time and Materials rates as listed in Appendix A, unless mutually agreed upon otherwise.

Coordination
In the event of problem escalation, SVCE will designate a management representative who will be responsible for coordinating all escalated resolution efforts with Service Provider’s designated management representative.

In the event that multiple concurrently open problems or changes are identified in an overlapping time period, SVCE and Service Provider will jointly prioritize and schedule remaining work covered under this SLA.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
Resolution Procedure
With all best efforts on the part of Service Provider and SVCE, problem determination and/or problem resolution may exceed the stated timelines. Recognizing this possibility, both parties will designate a management representative responsible for arbitration of such an occurrence. These representatives will work together to assess the situation, and to determine an appropriate plan and schedule for resolution.

Testing
Service Provider is responsible for unit and system testing, to insure that delivered software meets SVCE’s operational and/or functional requirements. Once the software fix is deemed ready for delivery, it will then be delivered to SVCE.

Changes and Enhancements
Change service requests will not be included in the base charge for support services. All change work will be charged to SVCE at current applicable time and materials (T&M) rates as listed in Appendix A. Service Provider will analyze the request and its impact, delivering a T&M proposal to SVCE for acceptance. SVCE acceptance will be indicated by the presentation of a purchase order to Service Provider, authorizing work to commence. In some cases, significant Service Provider pre-engineering work may be required for analysis of a change service request. When that is the case, pre-engineering analysis work may be charged to Licensee at T&M rates as listed in Appendix A, based on a prior mutual SLA by both parties.

Patches and Upgrades
Service Provider, where reasonably possible will provide patches, upgrades, and updates in a format and with sufficient documentation and instruction so that SVCE may install and/or apply the patch, upgrades or update without requiring the assistance of Service Provider.

Customization / Integration Services.

API & Data Integration Support:

PowerSIMM Ops and Budget Tracker
Service Provider will harvest and make available within the PowerSIMM Ops model:
• NCDC weather data (unless alternative is provided by SVCE) • CAISO Hub and Node DA and RT historical prices
• Daily on-peak, off-peak or ATC ICE POWER PRICES for SP-15 and/or NP-15 and gas quotes for SoCal Citygate and/or PG&E Citygate for the greater of two weeks or the balance of month.
• SVCE will provide, and the Service Provider will consume, and agrees to automate in a mutually agreed upon format, position and price data (unless otherwise obtained by Service Provider through a reliable alternative method/source):SVCE DA and RT realized values for historical periods and forecast for the greater of two weeks or the balance of month made available via Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
SVCE’s Scheduling Coordinator for all portfolio elements including but not limited to:
o Load
o Renewable Generation
o Other Generation (historical and SVCE option of forward optimization) o BESS (historical and SVCE option of forward optimization) o Physical or Financial Energy Hedges
o Resource Adequacy and Attribute allocation
o CAISO load charges and ancillaries
ETRM Integration – Service Provider shall support SVCE in its efforts to utilize bi-directional API or data file transfer to send data. Service Provider support will be related to endpoints, whitelisting, and other technology based support for SVCE to integrate Ascend Products into SVCE systems/processes in ways Ascend has conveyed its products can be integrated (e.g. APIs and data file transfer).

Output Extraction – Service Provider shall support SVCE in its effort to utilize API or data file transfer for all output to SVCE’s central data repository.

Training Services.

Service Provider shall provide replete training documentation upon request for the following items:
• User Interface documentation at no charge
• Release notes stating all changes, User Interface documentation pertaining to changes at no charge, and if needed discussion/training with at least one SVCE user upon request regarding release changes charged through support hours
• Documentation of model methodology and/or process at no charge • New user training for any/all licensed modules upon request and charged through support hours Service Levels.
a) Availability Service Level.
1) Definitions.
(a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorized Users for normal use.
(b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the following day(s) and time(s) during which Service Provider shall maintain the Services: [Day(s) and Time(s)].
(c) “Performance Credit” shall mean the amount due to SVCE from Service Provider when Percentage Uptime is equal to or less than 99.98%, in the amounts set forth below. (d) “Scheduled Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window.
(e) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
2) Service Level Standard. Services will be available to Authorized Users for normal use 100% of the Scheduled Uptime. Services are defined as the product UI access, computational resource access, and/or reporting access (PowerCube, extracts via API or data file, etc.). 3) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point)
4) Performance Credit.
(a) Where Percentage Uptime is greater than 99.98%, no Performance Credit will be due to SVCE. (b) Where Percentage Uptime is equal to or less than 99.98%, SVCE shall be due a Performance Credit in the amount of 10% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Uptime.
5) Example Calculation.
(a) Assuming reporting month is February 2012 (41,760 minutes). (b) Assuming a Maintenance Window of Sundays from Midnight to 4:00 a.m. Eastern Standard Time (equals Scheduled Downtime of 960 minutes).
(c) Scheduled Uptime equals 40,800 minutes (total minutes of 41,760 in February 2012 less 960 minutes of Scheduled Downtime).
(d) Assuming Actual Uptime of 40,000 minutes. A Percentage Uptime is calculated as follows: (40,000 / 40,800) *100 = 98.04%.
(e) The threshold of 99.98% less the Percentage Uptime of 98.04% = 1.94%. (f) The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, SVCE is due 10% of the Services Fees as a Performance Credit.
b)
Technical Support Problem Response Service Level.
1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month. 2) Service Level Standard. Problems shall be confirmed as received by Service Provider 100% of the time each reporting month, in accordance with the Request Response Time associated with the Problem Severity Level.
3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Response (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.
4) Performance Credit.
(a) Problem Severity Level 1 – 2.
(1) Where Percentage Problem Response is greater than 99.00%, no Performance Credit will be due to SVCE.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
(2) Where Percentage Problem Response is equal to or less than 99.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response. (b) Problem Severity Level 3 – 4.
(1) Where Percentage Problem Response is greater than 90.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Response is equal to or less than 90.00%, SVCE shall be due a Performance Credit in the amount of .5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response. 5) Example Calculation (Using Problem Severity Level 1 – 2). (a) Total Problems during the reporting month equal 68. (b) Total Problems failing the Standard of 100% equal 3. (c) Percentage Problem Response is calculated as follows: ((68 – 3) / 68) * 100 = 95.59% (d) The threshold of 99.01% less the Percentage Problem Response of 95.59% = 3.42%. The difference is greater than a 3% reduction but is less than a 4% reduction; therefore, SVCE is due 3% of the Services Fees as a Performance Credit.
c) Technical Support Problem Resolution Service Level.
1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month. 2) Service Level Standard. Problems shall be resolved by Service Provider 100% of the time each reporting month, in accordance with the Request Resolution Time associated with the Problem Severity Level. 3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Resolution (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.
4) Performance Credit.
(a) Problem Severity Level 1 – 2.
(1) Where Percentage Problem Resolution is greater than 99.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Resolution is equal to or less than 99.00%, SVCE shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution. (b) Problem Severity Level 3 – 4.
(1) Where Percentage Problem Resolution is greater than 90.00%, no Performance Credit will be due to SVCE.
(2) Where Percentage Problem Resolution is equal to or less than 90.00%, SVCE shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0
5) Example Calculation (Using Problem Severity Level 3 – 4). (a) Total Problems during the reporting month equal 17. (b) Total Problems failing the Standard of 100% equal 2. (c) Percentage Problem Resolution is calculated as follows: ((17 – 2) / 17) * 100 = 88.24% (d) The threshold of 90.01% less the Percentage Problem Resolution of 88.24% = 1.77%. The difference is greater than a 1% reduction but is less than a 2% reduction; therefore, SVCE is due 1% of the Services Fees as a Performance Credit.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0

EXHIBIT B

ASCEND RATE TABLE FOR BILLING OF CONSULTING HOURS OR TRANSITION FEES Analysts Leadership 2025 Rate
($/hr)
2026 Rate
($/hr)
2027 Rate
($/hr)
Energy Analyst $250 $263 $276
Senior Energy Analyst $285 $299 $314
Lead Energy Analyst Manager $335 $352 $369
Senior Manager $350 $368 $386
Director $375 $394 $413
Managing Director $425 $446 $469
Vice President $500 $525 $551
CEO $650 $683 $717
Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0

EXHIBIT C

MINIMUM REQUIRED VARIABLES
• Gross Hedge Revenue ($)
• Basis Cost for Retail Volume ($)
• Battery Charging (MWh)
• Battery Charging Cost ($)
• Total Battery Cost ($)
• Battery Discharging (MWh)
• Battery Fixed Costs ($/kW-Month)
• Battery Losses (MWh)
• Battery Net Charging & Discharging (MWh)
• Battery Discharging Revenue ($)
• Battery State of Charge (MWh)
• PCIA Revenue Reduction ($)
• Capacity Factor (%)
• Total Load Cost Obligation ($)
• Cost of Supply ($)
• Retail Customer Load (Meter), (MWh)
• Export Flow (MWh)
• Total Market Cost to Supply Load for Energy
($)
• Forward Price ($/unit)
• Fuel Cost ($)
• Gas Fuel Cost ($)
• Delivered Gas Cost ($)
• Natural Gas Price ($/MMBtu)
• Thermal Generation Costs ($)
• Thermal Generation Fixed Costs ($)
• Loss Adjusted Load (MWh)
• GHG Free Cost Reporting for Load ($)
• GHG Free Credit (MWh)
• GHG Value ($)
• Gross Revenue, ($)
• Gross Hedge Costs ($)
• Runtime (Hours)
• ISO Charges for Load ($)
• Main Market Price ($/Unit)
• Market Price ($/Unit)
• Net Gas Position (MMBtu)
• Net obligation in MWH for GHG (MWh)
• Net Position (MWh)
• Net Position using customer load manager
(MWh)
• Net Revenue ($)
• PFE MTM Value ($)
• PFE MTM Max ($)
• Position Quantity
• RA Cost Reporting for Load
• RA Volume
• RA Value
• RPS Cost Reporting for Load
• RPS Type 1
• RPS Type 1 Value
• Total Cost of Supply
• Total Cost of Supply CLM
• Total Cost
• Total Fuel Cost
• Total Hours in period
• Retail Losses and Wholesale Losses
• Load Losses
• VOM Costs
• Wind Cost
• Generation - Wind
• Gross Wind Revenue
• Wind VOM Costs
• Wind VOM Cost PMW
Item 1e
Attachment 1
Draft Agreement with Ascend Analytics
1/2024 Version 1.0

EXHIBIT D

SOFTWARE SUPPORT AND MAINTENANCE
So long as SVCE has paid each Annual Software License Fee in full when due, SVCE is entitled to standard version upgrades, bug fixes, patches, service packs, and other modules that maintain the functionality of the Software during the year covered by said fee. Service Provider will support features and functionality developed by SVCE to the extent that such features are mutually agreeable for inclusion into Software base code and future upgrades will automatically incorporate these features. Service Provider agrees to furnish the necessary support, subject to the other provisions of this Section, to maintain operations of future modifications to the base code, until this SLA terminates.

Service Provider shall provide support services Monday through Friday for 8:30 a.m. to 5:00 p.m. Mountain Standard Time. The SVCE has 100 support hours annually from the License Fee and Consulting Hours and any additional hours purchased are bankable for future years. SVCE’s support hours will commence upon the completion of final acceptance and thereafter renew on the Effective Date of the SLA. Software support time hours exclude time spent by Service Provider to address software defects or bugs. Customized code developed by or for SVCE will be supported by Service Provider through the use of Licensee’s support hours unless either the customized code is included in Software base code or otherwise expressly agreed by Service Provider. SVCE may use support hours for training, consulting, or other support related to the Software. After SVCE has used all of its hours for a license year, any additional support shall be at Service Provider’s then current Standard Commercial Maintenance Rates (“Standard Commercial Maintenance Rates”). The Standard Commercial Maintenance Rates in effect as of the Effective Date are listed in Exhibit B.

The SVCE shall authorize the Service Provider to designate Service Provider employees and/or contractors to be given direct access to SVCE deployment environments (including development, testing, and production environments) to provide software support. SVCE understands that these designated personnel have access to Licensee data and will use this access to support the SVCE. Upon request, the SVCE can ask the Service Provider for list of active designated personnel with access to the SVCE’s environments.

In the event that a Software system support issue cannot be reasonably resolved via telephone or “Web” meeting, Service Provider will provide on-site support on the request of SVCE, upon which Service Provider will make reasonable efforts to arrive within twenty-four hours of being unable to resolve such system support issue via other means, SVCE will pay for Service Provider’s reasonable travel costs and for such on-site support activities, as approved in writing, in advance by SVCE. SVCE will pay the cost of on-site support on a time and materials basis at Service Provider’s then current Standard Commercial Maintenance Rates, in the event that the Hours of Annual Support have been exceeded. Service Provider also agrees to furnish additional support and maintenance at the then-current Standard Commercial Maintenance Rates. Service Provider and Licensee agree to follow the processes of Exhibit D regarding reporting and remediation of Software faults.

In the event Service Provider ceases to provide support of the Software to SVCE as set forth in this Section, in addition to any other remedies SVCE may be entitled, SVCE shall be refunded a pro-rata portion of any current License Fees.

Failure by Service Provider to provide support shall also be grounds for termination of the License SLA.

Notwithstanding the foregoing, should Service Provider no longer support the Software due to its acquisition by a third party, a wind down of its business, or otherwise (“Service Provider’s Exit”), SVCE shall thereafter have the right to continue to use the Software at no cost until support is restored.

Item 1e
Attachment 1
Draft Agreement with Ascend Analytics

Page 1 of 1 ends

Staff Report – Item 1f
Item 1f: Receive Committee Reports
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 1/8/2025
There are no reports for the Executive Committee, Finance and Administration Committee, and Audit Committee, as they have not met since the last report.

Schedules for these committees will be determined once the 2025 rosters have been selected by the Board of Directors at the January 8, 2025 (Executive Committee) and February 12, 2025 (remaining committees) meetings.

Item 1f

SILICON VALLEY

CLEAN ENERGY

Page 1 of 1 ends

Staff Report – Item 1g
Item 1g: Receive California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Monica Padilla, CEO
Date: 1/8/2025
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings, this is to report CC Power held a regular board meeting on Wednesday, December 18, 2024.

Attached is a December summary report from General Manager Alex Morris; materials from the December board meeting can be found here on the CC Power website: CC Power Meeting, 12/18/24 The next meeting of the board will be January 22, 2025 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/ ATTACHMENTS:

1. CA Community Power Board Meeting Summary from General Manager Alex Morris, December 18, 2024 Item 1g
SILICON VALLEY \3/ CLEAN ENERGY

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Item 1g
Attachment 1

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Attachment 1

Page 1 of 4 ends

Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Monica Padilla, CEO
Date: 1/8/2025
REPORT
Personnel Officer Update
Recruitment efforts continue for an IT Support Specialist and we are interviewing for a Senior Financial Analyst.

Job descriptions and applications can be found on SVCE’s website: Current Job Openings Clean Energy Update
As 2024 ends, staff is assessing its actual clean position given actual load demand and clean resources delivered under SVCE’s various contracts; the current estimate for 2024 is ~77%. The end of 2024 also brings to a close the Renewable Portfolio Standard (RPS) statutory obligations (i.e., SB100 and SB350), for Compliance Period 4 (CP4) including an overall RPS of 40% and requirement that 65% come from long-term power purchase agreements (PPA) of ten years or greater. SVCE expects to meet both requirements. Looking forward, the expected clean position for 2025 is 98%, for 2026 expected clean position is 101% and for 2027 expected clean position is 108%.

Staff continues to procure clean energy to meet longer term requirements. Negotiations are underway as a result of the Request for Offers (RFO) issued in fall of 2024. Staff anticipates bringing one or more new PPAs to the Board for approval in the spring of 2025.

Staff has assigned sufficient PPAs to support the obligations of SVCE’s three clean energy prepays.

Attachment 1 provides an update of SVCE’s clean energy efforts through long-term power purchase agreements.

Customer Success Department Updates
Highlighting New Program Launches
In the last couple of months, the programs and marketing teams launched several new, key programs to help increase electrification education and adoption.

Full-Service Home Upgrades
SVCE soft launched the Full-Service Home Upgrade program in late-November. This program makes it easier for single-family residents to complete whole-home upgrades with fixed pricing and the support of trusted partner contractors. From no-cost energy assessments to professional installation and rebate application assistance, this comprehensive electrification service ensures homeowners are supported every step of the way. Plus, income-qualified residents may be eligible for no-cost upgrades.

Residents can learn more and schedule a complimentary home assessment at svcleanenergy.org/full-service.

Emergency Water Heater Replacement Available Now
Broken or failing water heater? This new SVCE service for single-family homes guarantees same-day service and hot water restored within 48 hours. Plus, income-qualified residents may receive no-cost upgrades. Call (408) 260-5255 or learn more at svcleanenergy.org/emergency-water-heater.

Item 2
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 2 Agenda Date: 1/8/2025

Page 2 of 4 ends

eHub 2.0 is Live!
The new and improved SVCE eHub is officially live! The upgraded digital customer resource center now provides personalized electrification support for both residential and non-residential customers. From tailored incentive tools to updated resources for businesses and contractors, eHub goes beyond education by guiding customers from learning to action, personalizing their experience to help them explore options and claim rebates more easily.

Visit eHub to enjoy the new experience: ehub.svcleanenergy.org.

Please see Attachment 2 for the Decarbonization Programs quarterly report, and Attachment 3 for a list of prior or upcoming community engagement and marketing efforts and recent media mentions.

Regulatory & Legislative Update
The Legislature returns to Sacramento on January 6, 2025. The legislature has until January 24th to submit bill requests to the Office of the Legislative Counsel and until February 21st to introduce bills. This year, both the Senate and Assembly agreed to limit the number of bills each legislator can introduce from 50 bills to 35.

Look Ahead Update
Staff continues to plan for Board and committee meetings through the end of the year. Below is a preview of what’s ahead for the Board from February through April 2025:

ATTACHMENTS

1. Clean Power Update, January 2025

2. Decarbonization Programs Quarterly Report, FY 24 Q4

3. Energy Services & Community Relations Update, January 2025

4. Regulatory and Legislative Update, January 2025
Item 2
Agenda Look Ahead: Feb -April 2025
February
12th: BOD Meeting
• 2025 SVCE Committee Selections - Action
• FY 25 Programs Budget and Impact
Summary -Information
• FY 2025 Q1 Strategic Plan Update -
Information
• Affordability -Discussion
• Clean Update -Discussion
*Please note the items on this schedule may change
depending on priorities
March
12th: BOD Meeting
• Mid-year Budget- Action
• Receive Audited Financial Statements -
Action
• PPA Project Selection Criteria -Action
• Approve Amendments to Energy Risk
Management Policy -Action
• Regionalization (Part 1) -Discussion
• Approve SVCE Community Fund - Action
9th: BOD Meeting
• Regionalization (Part 2) -Discussion
• PPA Approvals -Action
• Authorize Energy Prepay Transaction #4 -
Action
Agenda Item: 2 Agenda Date: 1/8/2025

Page 3 of 4 ends

Exhibit 1 - CEO Agreements Executed Under Delegated Authority The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) Gridwell Consulting, Amendment: CAISO Technical Support and Integration of Electric Resource Services, extends term to 12/31/2025
2) Taj-Ait-Laoussine, Agreement: Data Architecture Design Expert Review, not to exceed $25,000, 12/9/2024-3/31/2025
3) See Change Institute, Amendment: Learning and Development/Behavior Sciences Support Services, not to exceed $60,000, 11/22/2024-12/31/2025
4) Keyes & Fox, Agreement: Regulatory Support/Legal Representation, not to exceed $40,000, 1/1/2025- 12/31/2025
5) Acterra, Amendment: EV Rebate Community Outreach Events, extends term to 4/30/2025 6) City of Monte Sereno, Amendment: Decarbonization Grant Program Agreement, extends term to 6/30/2025
7) City of Campbell, Amendment: Community Resilience Program–Capital Projects Agreement, extends term to 12/31/2025
8) City of Milpitas, Amendment: Decarbonization Grant Program Agreement, extends term to 12/31/2025 9) City of Los Altos, Amendment: Decarbonization Grant Program Agreement, extends term to 12/31/2026 10) DWGP, Agreement: Legal Services, not to exceed $12,000, 1/1/2025-12/31/2025 11) City of Los Altos, Amendment: Community Resilience Program-Capital Projects Agreement, extends term to 12/31/2025
12) City of Morgan Hill, Amendment: Decarbonization Grant Program Agreement, extends term to 6/30/2025 13) City of Morgan Hill, Amendment: Decarbonization Grant Program Agreement, extends term to 6/30/2025 14) Strategic Energy Innovations, Amendment: Climate Corp Fellow Hosting Services, not to exceed $149,005, extends term to 9/30/2025
15) County of Santa Clara, Amendment: Community Resilience Program-Capital Projects Agreement, extends term to 12/31/2025
Item 2

Page 4 of 4 ends

Exhibit 2 - CEO Power Supply Agreements Executed Under Delegated Authority Counterparty Name Execution/Effective
Date
Transaction
Type Product Start Date End Date Notional Value
Marin Clean Energy 12/10/2024 Purchase Import Allocation Rights 11/1/2025 12/31/2025 $117,555 PG&E 12/12/2024 Purchase Import Allocation Rights 7/1/2025 10/31/2025 $35,000 Calpine 12/18/2024 Sale Resource Adequacy 3/1/2025 5/31/2025 $420,000 Morgan Stanley 12/19/2024 Purchase Resource Adequacy & Carbon-Free Energy 6/1/2025 10/31/2025 $3,216,690
Altop Energy Trading 12/20/2024 Purchase Resource Adequacy 11/1/2025 12/31/2025 $752,560 PG&E 12/20/2024 Allocation Carbon Free-Energy 1/1/2025 12/31/2025 $0.00 PG&E 12/20/2024 Allocation Carbon Free-Energy 1/1/2025 12/31/2025 $0.00 These agreements are included in the Board packet as Appendix A.

Item 2

SILICON VALLEY

CLEAN ENERGY
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025
Seller Project Name Technology Generation MW
Storage
MW Storage MWh
Approximate % of Annual
load in 2030
Term
(years)
Lifetime Not to
Exceed Authority
(MM$)
SVCE Board
Approval Status
1 MN8 Slate Solar + Storage 93 46.5 186 6.2% 17 $198 Oct-18 Online 2 Ormat Casa Diablo Geothermal 7 1.4% 10 $43 Feb-20 Online 3 Atlantica Coso Geothermal 43.8 6.1% 15 $331 Mar-20 Online 4 Leeward Rabbitbrush Solar + Storage 40 8 20 2.9% 15 $64 Apr-20 Online 5 NextEra Yellow Pine Solar + Storage 50 26 104 3.8% 20 $128 May-20 Online 6 Avantus Aratina Solar + Storage 80 50 200 6.3% 20 $368 Jun-20 Pre-construction 7 174 Power
Global Atlas Solar 50 3.6% 10 $32 Jan-21 Pre-construction 8 SB Energy Angela Solar + Storage 20 10 40 1.4% 15 $35 Mar-21 Pre-construction 9 AES Mountain View Wind 33.3 3.1% 20 $128 Apr-21 Online 10 Origis San Luis West Solar + Storage 62.5 15.625 62.5 3.9% 15 $132 Apr-21 Pre-construction 11 Clearway Victory Pass Solar + Storage 100 25 100 7.6% 15 $173 May-21 Online 12 Terra-Gen Cameron Crest Wind 77.7 4.6% 15 $150 May-21 Online 13 Rev Renewables Tumbleweed
Long Duration
Storage 15.9375 127.5 15 $100 Feb-22 Construction
14 Onward Goal Line
Long Duration
Storage 14.2 113.6 15 $100 Mar-22 Pre-construction
15 Ormat Geothermal Portfolio Geothermal 16.75 4.2% 20 $256 Jun-22 Pre-construction 16 OME Fish Lake Geothermal 1.82 0.4% 20 $30 Jun-22 Pre-construction 17 AES Baldy Mesa (RA-only) Storage 0 75 300 10 $81 Sep-22 Online 18 MRP Hanford Thermal + BESS 99.4 131.4 131.4 12 $280 Apr-23 Construction 19 NextEra Grace Solar 120 0 8.3% 15 $286 Aug-23 Pre-construction 20 NextEra Yellow Pine III Storage 0 115 460 15 $420 Aug-23 Pre-construction 21 Pattern SunZia Wind 100 0 0 7.6% 15 $361 Nov-23 Construction 22 VCI Energy Glossy Garlic Solar + Storage 50 50 200 3.2% 10 $138 Oct-24 Pre-construction SVCE Long-Term Clean Energy Contracts
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025
••••••
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025

% of Retail Sales
CY 2024 Expected Long-Term RPS
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025
RPS
Volumes
(MWhs)
CD Projected Clean Position for 2024/2025

2.5M

2.0M

1.5M

1.0M

0.5M

0.0M
2024 2025
Compliance Year
•
RPS Volumes ®CA RPS Standard % •SVCE RPS % •SVCE Clean % 100%
80%
60%
40%
20%
0%
6 Percent
of
Retail
Load
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025

GWh

CP4 SB100 Position
Long/(Short)
Increase = Surplus
Decrease = Deficit

GWh
CP4 SB350 Position
Long/(Short)
Increase = Surplus
Decrease = Deficit
•
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025
Item 2
Attachment 1

AMENDED
Clean Power Update, January 2025
305
L2 ports
installed
through
CALeVIP

DECARBONIZATION PROGRAMS
FY24 Q4 Milestones
Quarterly Report
153
L1/L2 ports
installed through
EV Charging
Incentives
1,350
completed
electrification
projects through
Home Rebates
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report SILICON VALLEY <3/ CLEAN ENERGY
Name Budget Potential Impact
Cumulative Impact To-Date
Last Quarter (Update) Next Quarter (Target)
Multifamily
Retrofits (TE and
BE)
$12.5M
300 to 1,000 MF AH
units electrified
2 multifamily sites enrolled
Completed initial intake for 2
sites
Develop Electrification
Plans for 2 sites, continue
pursuit of new sites
EV Charging
Incentives
$11.4M
80 MUDs with EVI
(720 ports)
4,000 L1/L2
chargers at
affordable housing
18 MUD active
reservations (153 ports)
13 sites completed
(149 L1/L2)
Processed 6 new MUD claims
for 77 additional EV ports
Expand enrollment, adjust
incentive levels and raise
maximum incentive per site
Home Rebates $10.05M
2,800 homes
fully/partially
electrified
1,350 homes fully/partially
electrified
Cumulative results: 604
HPWH, 885 HVAC, 48
Induction, 424 prewiring.

New application portal
delayed
Hit 1,700 claims. Launch
new rebate and claims
processes
Electrification
Rate Discount
$9.5M
5,000 customers
enrolled
3,000 enrolled
Significant enrollment
growth. NEM analysis
completed. Synthesized
learnings to-date
Finalize proposals for E-ELEC design revision.

Create timeline for board
presentation.

Community
Energy
Resilience
$5.15M
13 agencies complete
projects
4 completed agency
projects
Los Altos Hills completed
battery project
Monitor and reimburse
agencies as projects move
to completion
C&I
Decarbonization
Program
$5M
8,000 metric tons of
CO2e removed
through carbon saving
measures
38 customer leads, 3
Participation Agreements
in legal review
Outline program at SVCE
“Watts for Lunch”
Secure 4-9 signed
Participation Agreements,
complete site assessments
Decarbonization
Demonstration
Grants
$3.2M
8 local public facing
electric projects
1 project complete
Worked with several
agencies to execute grant
extensions to accommodate
project delays
Support grantee
community engagement
efforts and grant
extensions
Permit
Modernization
$3.2M
13 member agencies
improve electrification
permitting
Data gathered and
planning underway
Action plans are all
distributed and resources will
flow out in Q1 of 25
Resources actively
deployed in at least ten
agencies
CALeVIP 1.0 $2.5M
85 DCFC installed
1,100 L2 installed
10 DCFC installed
305 L2 installed
Continued processing
incentive payments as
installations were completed
Continue making payments
to DCFC and L2 projects as
they are completed

PROGRAMS PORTFOLIO
Active Programs
See Glossary for program descriptions. Title links to program homepage (if available).

Quarterly Report
View our active rebates here. 1
FY24 Q4
©

SILICONVALLEY

1.5M email opens
350K unique web
visits
811K email opens
390K web visits,
735 total claimed rebates
(375 yard equipment)
Sent emails promoting:

Yard Care Promotion
Solar + Battery Assistant
Summer Promotion
Summer Sweepstakes
Launch eHub 2.0 in
November which is a
substantial product release
Fast Charger
Incentives
$1.875M
10 DCFC installations
near MUD hotspots
10 of 10 ports are live now (4
sites)
All sites now energized.

Awaiting 1 final claim for 2
ports.

Finalize remaining claim; fold
nearby resident outreach
into EV rebate launch.

Existing Building
Policy
Experiment
$1.9M
Spur action on
building
electrification and
reduce building gas
combustion
Needs assessment for all 13
agencies
Work impacted due to
repercussions from Berkeley
decision. Rather than try to
advance policies that aren't
gaining traction, focused on
BAAQMD readiness
Develop preliminary list of
policy options for agencies
to consider in 2025
Contractor
Training
$1.7M
300 contractors
trained
500 graduate
incentives
277 contractors completed
training. 147 approved
graduate incentive claims
Q3 has historically been a
down period for training
enrollments and that
seasonal trend continued
Q4 is typically busier for
enrollments. Send mailers
directly to contractors who
participated in FutureFit
Homes. Mailers will have a
QR code to direct
contractors to the training
webpage
Programs
Marketing Fund
$1M
4,500 new program
participants
Nearly 1,200 program
participants (Go Electric
Advisor, Gridshift, Business
Rebates, Home Rebates,
Contractor Training, EVI
programs)
Rebates campaign beat
engagement goals with

6.26M impressions on
Google/Meta and a $0.26
cost per landing page visit.

Over 100 visitors used GEA
Launch a large Go Electric
campaign to help launch the
new eHub Incentives Finder
and two other programs
GridShift EV
Charging and
Rebates
$973K
Bill/emissions savings
and load shifting
capacity
1,492 EVs enrolled
55 charger rebates
Prepared for ChargeWise
(hourly price signal) pilot
launch in mid-October
Launch ChargeWise pilot and
recruit pilot participants
Go Electric
Advisor
$892K
3,600 customers use
hotline, 1,200 use
tech assistance, 350
use electrification
plans
540 customers use service
Steady participation after
rise in Q3. Ensuring advisors
are trained on upcoming
single-family programs
Increase marketing
campaigns and aim for 300
new contacts
Business
Rebates
$750K
20-30 SMBs
electrified
5 SMBs fully/partially
electrified
Met with 4 out of 13 city
Economic Development
staff. Attended 5 Chamber
events. Awarded 1 rebate
claim. Issued RFP for CBO to
support outreach
Award 2 to 4 new claims,
move forward with a CBO
partner, present at 3 to 5
chamber events, finalize
scheduling for Rebates and
Incentives workshop.

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here.
2 FY24 Q4
©

SILICONVALLEY

CLEAN ENERGY
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report Name Budget Potential Impact Cumulative Impact To- Date Last Quarter (Update) Next Quarter (Target) EV Charging
Planning $725K
60 assessments,
36 projects done,
250 ports installed
72 applications
(45 completed) Prepared 3 site solutions; enrolled 5 new properties Expand enrollment; determine plans for 2025 EM&V $640K
Evaluate 80% of SVCE
programs within 1 year of
launch
9 reports completed, 2 in
progress
TO14 (Reach Codes)
completed. TO6 and TO15
draft reports under review. Active TOs extended
through 12/31/24. Complete TO6 (EVI) and TO15 (FFH). Set up TOs for Member Agency Grants and Rock Rabbit. Scope 4 new Task Orders. Reach Codes 2.0 $600K Require all new buildings to be emissions-free 13 agencies adopt electrification ordinances Campbell and Cupertino advanced their reach code Respond to requests from agencies and look ahead for future code opportunities SV Building
Electrification
Stronger
Together
$600K
Educate stakeholders
about building
electrification
35 new stakeholders
engaged to date
Contractor RFP released
on September 30
Release community
partnership grant and
conduct information session
Decarbonization
Engagement
Grants
$442K
5 communities engage
residents on climate action
topics
1 project complete Los Altos Hills completed educational kiosk project Monitor and reimburse agencies as projects move to completion Natural Gas
Phaseout
Feasibility
$300K
Complete 2 whitepapers
to inform local, regional,
and statewide policies
1 whitepaper (funding
requirements) completed
Delivered one paper on
how to fund
decarbonization in SVCE
territory. Made progress
on technical solutions
analysis paper
Develop phase 2 Scope of
work, complete technical
solutions analysis paper
Fleet
Electrification $300K
Complete fleet
electrification and charger
installation planning for 10
fleets
10 fleets in progress
Several agencies have
progressed, but finalizing
plans require PG&E to
finish their planning work. One agency close to
completion
Finalize two agency
engineered plans and
progress on two additional
plans
SV
Transportation
Electrification
Clearinghouse
$150K Create cohort to enable
equitable electrification. Merged into other programs Original goals matured into initiatives. Program merged with other programs Original goals matured into initiatives. Program merged with other programs Lights On Silicon
Valley
Power
Supply
Budget
750 SFH and 5 MF projects 657 enrolled SFH at outset of delivery period Capacity from behind-the- meter solar and storage
projects was delivered to
SVCE
Continued delivery and
adjustments to dispatch as
needed

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here. 3
FY24 Q4
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report Name Budget Potential Impact Last Quarter (Update) Next Quarter (Target) Full-Service Home
Upgrades
$14M
600 single-family homes
electrified; 700 emergency water
heater replacements
Continued program design with PCE Launch program by November 2024 Resiliency,
Engagement, and
Decarbonization
(RED) Grants
$10M
Fund resiliency, engagement, and
decarbonization projects for
Member Agencies, schools,
community groups, and non-profits
Finalized program design for Member
Agency non-competitive grants and
competitive grants
Launch grants and distribute
applications to member agencies
Tariffed On Bill
(TOB) Financing
$5.2M
200 customers finance
electrification
Board contract approval. Ongoing
pilot design & coordination with other
single-family programs
Continued pilot design in preparation
for Q2 FY25 launch, including final
contract adjustments as necessary
Innovation Onramp $2.4M
1-2 pilot projects per year that
advance electrification programs
and strategies
Rock Rabbit launch delayed due to
SVCE back-end systems alignment
Launch grant solicitation for EVI and
select awardees, Launch of Rock
Rabbit app
Neighborhood
Electrification
$1.5M
Test model to electrify buildings
within a community. Electrify 15
homes and set plans for 24 homes
Conducted focus group with
residents. Feedback may inform RFP
to be released next quarter
Release RFP for vendor and host at
least one electrification event.

EV Rebates $1.5M
600 EV purchase incentives for
income qualified customers
Finalized program development and
prepared for program launch.

Recruited dealerships and community
engagement plans
Launch point-of-sale and Post-Purchase EV Rebate program. Run 3-4 EV education community events
Workforce
Development
Partnerships
$1.3M
Increase capacity to coordinate
and train skilled workforce for
residential electrification jobs
Began program design and
engagement with key partners
Complete Program Design and Launch
1 initiative
Demand Flexibility
and Virtual Power
Plant programs
$1M
Connectivity to flexible, customer-sided loads to enable bill savings, avoided generation and capacity
costs, reliability and carbon
benefits
Connected Uplight to Morgan Hill’s
meter data (manual uploads via FTP).

Ran 31 events, including 12 Level 2
events. No grid emergencies
Call 10 events (fewer during cooler
months). Evaluate M&V data from
Uplight to assess load shed per $
invested, feed into ongoing demand
flex RFP
E-Bike Rebates $500K 450 e-bikes Began initial program design Stakeholder outreach, finalize program
design
Portable Heat
Pumps
$500K 100 portable heat pumps
Reassessed priority level of program,
technology available
Deprioritized for now to focus on
higher impact programs. Revisit end of
2025

PROGRAMS PORTFOLIO
Planning
View our active rebates here. 4
FY24 Q4
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report 10/2
12/2
2/23
4/23
6/23
8/23
10/23
12/23
2/24
4/24
6/24
8/24
$0.00
$1,000.00
$2,000.00
$3,000.00
$4,000.00
Rebates claimed:

Current Level of $ Funds Reserved (in 000s)
0 10 20 30 40 50
Commercial business
Government
Multifamily
School/Nonprofit
Incentive program for L1 and L2 EV charging
infrastructure at multifamily properties
0 200 400 600 800 1000
HPWH

HP HVAC
Panel Upgrades
Pre-wiring
Meter Removals
Funds Reserved:

Funds Claimed:

Goal:

Home Rebates
Provide incentives to residents for heat pump
water heaters (HPWH), heat pump HVAC systems,
service panel upgrades, induction cooktops, and
pre-wiring to replace gas appliances.

EV Charging Planning
Assistance in site assessment, preliminary
design, and applying to rebates for charging at
multifamily housing and small and medium
workplace properties.

EV Charging Incentives
Number of Claims
PROGRAMS HIGHLIGHTS FY24 Q4
5 $1.63M
$3.85M
$548K
35 Sites, 150 ports
Rebates reserved:
= 5 Installed EVSE Ports
Cumulative $ Funds Claimed to Date (in 000s)
Cumulative Applications
Completed Assessments
$572k
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report SILICON VALLEY <3/ CLEAN ENERGY
CALeVIP
Level 2 DCFC

0.000

1.000

2.000

3.000

4.000

5.000

6.000
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
1 /23
1/24
3/24
5/24
7/24
9/24
0 100
200
300
400
500
Reserved
Provide incentives for electric vehicle (EV) chargers
as part of a regional program.
= 25 Level 2 Installations
300 Participants Complete
the Course (Phase 2)
Goal:

Funding: $1.5M
Completions
Contractor Training
Provide financial relief to contractors by
expanding their knowledge of electrification
technologies.
1K Level 2 + 85 DC Fast
Chargers
Goal:

Funding: $11.58M
= 10 Participants Complete Course
Funds Issued = 5 DCFC Installations
416
Remaining Funds
Registrations
277
$3.34M
$700K
$1.44M
$457K
$84K
6 PROGRAMS HIGHLIGHTS FY24 Q4
$1.96M
$84K
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report **********
**
**********
**********
qhqwqwquqw
*
Qf
©CLEANENERGY
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
4/24
10/24
0 500
1000
1500
2000
9/23
10/23
1 /23
12/23
1/24
2/24
3/24
4/24
5/24
6/24
7/24
8/24
9/24
0 100,000
200,000
300,000
400,000
GridShift EV Charging
Managed EV charging app that optimizes charging
to reduce associated costs and emissions.

Charger Rebates Issued: 55
Number of Enrolled EVs
1,492
Rebate Goal: $30K
Goal:
120 EV Chargers
added to fleet
eHub Report
Online customer resource center to enable
engagement, education and action related to clean
electricity, EVs and home electrification.
= 1 email campaign completed
390,053
33,122
Unique Visits Return Visits
FY 22-23
7 PROGRAMS HIGHLIGHTS FY24 Q4
Website Visit Goal:

Reach 350K Unique Visitors
Conduct 6 email campaigns
Email Goal:

Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report

A A A A A A A A
aaaaaaaa
aaa
aaaaaa»M
»»»»»»»»
AAAAAAftft
A A* A* A*
/A\ SILICON VALLEY <3/ CLEAN ENERGY
Built Environment
Community Energy Resilience: Resources (grants) and tools for member agencies to increase individual and collective capacity to adapt to future power outages. Electric Showcase Awards 2.0: Award program to recognize residential, commercial, and non-profits who are early adopters of existing building electrification. Decarbonization Demonstration Grants: Grants to encourage member agencies and other key groups an opportunity to electrify their facilities. Focus on projects with public visibility for education/awareness purposes. Decarbonization Engagement Grants: Grants for member agencies and other key groups to work on smaller electrification engagement initiatives to engage their communities. Electrification Rate Discount: Custom rate to promote building electrification. Existing Building Policy Experimentation: Assess and support potential policy levers that member agencies can explore to mitigate emissions from existing buildings. Feasibility Assessment of Natural Gas Phase Out by 2045: Feasibility study to identify technical, legal, and economic barriers and opportunities for phasing out natural gas service by 2045 in SVCE's service territory. Contractor Training: Training and financial incentive program for contractors to expand their knowledge and installation of electrification technologies. Go Electric Advisor: Comprehensive one-on-one phone or web assistance to SVCE customers to assist them in applying for electrification incentives, technical assistance, or developing a whole-home electrification plan. Home Rebates: Incentives for various building electrification technologies for single- and small multi-family residential customers. Includes major appliances as well as eventual gas meter removal. Business Rebates: Incentives for projects at a handful of small and medium business properties. Multifamily Retrofits (BE Direct Install): Comprehensive building electrification retrofits with a direct installer for multifamily affordable housing sites. Permit Modernization: Benchmark and streamline member agency permitting and inspection processes to identify barriers and opportunities to electrification. Reach Codes 2.0: Provide model building energy codes supportive of all-electric design and EV infrastructure to member agencies along with consultant support. 8 GLOSSARY FY24 Q4
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report ^X SILICON VA

CLEAN ENERGY
CALeVIP: Incentives for L2 and DCFC publicly-accessible EV chargers funded by California Energy Commission and SVCE as part of a regional collaboration. EV Charging Incentives: Incentive program for L1 and L2 EV charging at hard-to-reach multifamily properties. Fleet Electrification Program: Competitive application for SVCE’s fleet electrification planning support and funding for site upgrades targeting a broad set of fleet types. EV Charging Planning: Technical assistance for preliminary site design and pertinent rebates for charging at multifamily housing and small and medium workplace properties. Multifamily Retrofits (TE Direct Install): Comprehensive transportation electrification retrofits with a direct installer for multifamily affordable housing sites. Fast Charger Incentives: Competitive grant application for DCFC installations in “priority zones” that support designated multifamily housing clusters. SVTEC: Regular regional stakeholder meetings focused on information sharing, solving critical issues, and attracting external funding to the SVCE community in support of EV infrastructure deployment.

GLOSSARY
Lights On Silicon Valley: Provide incentives for enrolling solar and battery systems in the SVCE grid services program. Medical Battery Program: Pilot program to deploy ~50 portable batteries to qualified customers who rely on power for medical equipment.

Customer Resource Center (eHub): Online customer resource center and marketplace to enable engagement, education, and action related to clean electricity, EVs, and home electrification.

Mobility
Power Supply
Education & Outreach
Built Environment
SVBEST: Regular regional stakeholder convenings to coordinate program alignment across building decarbonization workstreams. Tariffed On Bill (TOB) Financing: Equitable financing pilot program for electrification for low- moderate income residents focusing cost recovery through on-bill charges that are lower than bill savings.

GridShift EV Charging: Managed EV charging phone app that optimizes charging to reduce associated costs and emissions. Includes incentives for reducing grid peak demand.

Grid Integration
9 FY24 Q4
Item 2
Attachment 2
FY24 Q4 Decarbonization Strategy and Programs Quarterly Report ^X SILICON VA

CLEAN ENERGY
1 Marketing & Communications
January 2025 Updates
Item 2
Attachment 3
Marketing & Communications Update, January 2025
2 1. Outreach Events & Sponsorships
Date Sponsorship/Event Location
1/28/2024 Morgan Hill AAUW Climate Education and Action Committee panel
6:30 pm, ending before 9:00 pm
Staff participation in panel
Morgan Hill Library
660 W Main Ave
Morgan Hill, CA 95037
SVCE Ford F-150 Lightning
powered the KMTV live
stream of the Los Altos
Holiday Parade on Dec. 1
Item 2
Attachment 3
Marketing & Communications Update, January 2025
3 2. Press Releases & Media
Media Mentions
• Silicon Valley Clean Energy relaunches customer service eHub, The Mercury News, 11-24-24 • Saratoga continues work to reduce carbon emissions, The Mercury News, 12-3-24 Item 2
Attachment 3
Marketing & Communications Update, January 2025
4 3. Full-Service Home Upgrades Programs
Launch
New programs to help customers go electric
Full-Service Home Upgrades (soft launch)
Provides full-service support for whole-home
electrification, including assessment, installation,
and rebate applications. Income-qualified
customers receive no-cost installations.
www.svcleanenergy.org/full-service
Emergency Water Heater Replacement
Guarantees same-day service and hot water
restored within 48 hours for broken and failing
water heaters. Income-qualified customers
receive no-cost installations.
svcleanenergy.org/emergency-water-heater
Item 2
Attachment 3
Marketing & Communications Update, January 2025
©

SILICONVALLEY
CLEAN ENERGY ABOUT US v REBATES & OFFERS RATES & BILLING v Call Now »
Emergency Water
Heater Replacement
Broken or failing water heater? Get same-day service and hot water restored within 48 hours. Plus, qualified residents may receive no-cost service.
5 Overview of the new eHub
eHub, our online customer resource center, has
helped many customers explore the benefits of
all-electric living. With this latest upgrade, eHub
now goes beyond education by guiding customers
from learning to action, personalizing their
experience to help them explore options and
claim rebates more easily.

What’s New:
• Incentives Finder – A robust tool that lets
customers quickly identify rebates and
incentives specific to their needs.
• Home Upgrades Webpage – Provides
information on three upgrade pathways and
step-by-step guidance for home electrification.
• Improved UX – A polished, one-stop
experience that connects educational
resources with offers and services.

4. New and Improved eHub
ehub.svcleanenergy.org
Item 2
Attachment 3
Marketing & Communications Update, January 2025
Incentives Finder
Appliance Marketplace
Find the best products for you and your family
Steps to a Home Upgrade
Three pathways to an electric home
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 4
SVCE Leg and Reg Update, January 2025
Item 2
Attachment 4
SVCE Leg and Reg Update, January 2025
CD Policy Updates
Regulatory Update:

1. Hourly Flex Pricing pilots
Legislative Update:

1. Bill status for priority bills
2, 2024 Legislative Calendar
2 Item 2
Attachment 4
SVCE Leg and Reg Update, January 2025
Regulatory
Update
Item 2
Attachment 4
SVCE Leg and Reg Update, January 2025
Key Regulatory Activities
Activity Purpose Status
Hourly Flex Pricing (HFP)
Pilot
(part of the CPUC Demand
Flexibility, R.22-07-005,
proceeding)
To advance demand flexibility
through electric rates.

The California Public Utilities Commission accepted SVCE's Advice Letter 35-E on November 18, 2024. This was the Advice Letter that contained SVCE's notice to the Commission of Enrollment in Pacific Gas & Electric Company's Expanded Pilot 1 and 2 Authorized in Decision 24-01-032. This notice was submitted after receiving SVCE Board of Directors approval to participate in the Hourly Flex Pricing pilots, also referred to as Expanded Pilot 1 and 2. 4 Item 2
Attachment 4
SVCE Leg and Reg Update, January 2025
Legislative
Update
5 •
•
•
•
•
•
•
•
•
•
Item 2
Attachment 4
SVCE Leg and Reg Update, January 2025
1 Key 2025 State Legislative Milestones
January 6 -Legislature Reconvenes
February 21 -Last day for bills to be introduced
May 2 - Last day for policy committees to hear fiscal bills May 23 - Last day for fiscal committees to hear bills introduced in that house June 6 - Last day for each house to pass bills introduced in that house June 15 -Budget bill must pass by midnight
July 18 -Last day for policy committees to vote on bills August 29 -Last day for fiscal committees to vote on bills September 12 - Last day for each house to pass bills
October 12 - Last day for Governor to sign bills
6

Page 1 of 2 ends

Staff Report – Item 3
Item 3: Elect a Chair and Vice Chair of the SVCE Board of Directors for 2025 From: Monica Padilla, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 1/8/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) elect a Board Chair and Vice Chair to serve for 2025.

BACKGROUND
Section 4.11.1 of the SVCEA Joint Powers Agreement (Agreement) specifies that the Directors shall select, from among themselves, a Chair who shall be the presiding officer of all board meetings, and a Vice Chair, who shall serve in the absence of the Chair. The Agreement also specifies that the term of office continues for one year and there is no limit on the number of terms held by either position.

The Executive Committee received a proposed process and timeline at their November 22, 2024 meeting, which was then presented at the Board at the December 11, 2024 Board meeting. The process and timeline included the following:

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

ANALYSIS & DISCUSSION
The Directors listed below have formally expressed interest in serving as Chair or Vice Chair of the Board:

Chair
George Tyson, Los Altos Hills
Vice Chair
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill
Larry Klein, Sunnyvale
Item 3
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 3 Agenda Date: 1/8/2025

Page 2 of 2 ends

Their respective letters of interest are attached to the report.

STRATEGIC PLAN
The recommendation supports SVCE’s overall strategic plan.

ALTERNATIVE
N/A

FISCAL IMPACT
There is no fiscal impact to the agency as a result of selecting a Chair and Vice Chair of the Board.

ATTACHMENTS

1. Statement of Interest: Director George Tyson (Chair)

2. Statement of Interest: Director Bryan Mekechuk (Vice Chair)

3. Statement of Interest: Director Yvonne Martinez Beltran (Vice Chair)

4. Statement of Interest: Director Larry Klein (Vice Chair) Item 3
1 Andrea Pizano
From: George Tyson <[email protected]>
Sent: Monday, December 16, 2024 4:23 PM
To: Andrea Pizano
Cc: Monica Padilla; [email protected]
Subject: Interest in serving as 2025 SVCE Chair (revised) Attachments: Solar installer.jpg
Follow Up Flag: Follow up
Flag Status: Flagged
ATTENTION: This message is from an external user. Confidential information such as social security, credit card, ba routing, wire transfer and other personally identifiable information should not be transmitted to this user. For questions, please contact the SVCE IT Department.

Dear Andrea,
I would like to express my interest in serving as 2025 Board Chair.

SVCE is a wonderful organization, and as it grows and prospers, I would welcome the opportunity to help provide continuity in its strategic leadership. Having served this past year as Vice Chair, member of the Executive Committee and member of the Risk Oversight Committee, I feel that this has given me the experience and perspective to be an effective Board Chair, a position I held in 2023.

My enthusiasm for bending the carbon curve is sustained and sincere, as my Master's thesis was on solar energy storage, I'm the proud owner of solar panels and an HVAC heat pump, I teach clean energy concepts to my engineering students at UC Berkeley, and I'm a trained solar panel installer for various non-profits (through SunWork and Cupertino Rotary - see photo).

Best regards,
George Tyson
Item 3
Attachment 1
Letter of Interest – Chair
Bryan J. Mekechuk
Councilmember, City of Monte Sereno
18041 Saratoga-Los Gatos Road
Monte Sereno, CA 95030
408.655.0400
[email protected]
December 31, 2024
SVCE Board of Directors
Silicon Valley Clean Energy
333 W. El Camino Real
Suite 330
Sunnyvale, CA 94087
Dear SVCE Board Members:

Re: SVCE Vice Chair
I’d like to serve as SVCE’s Vice Chair of the Board of Directors and Chair of the Executive Committee in 2025. It is rewarding to contribute to SVCE’s decarbonization journey to reduce carbon emissions and the consumption of fossil fuels. I’ve invested in developing my personal knowledge of delivering clean energy to customers and, as Vice Chair, I will help manage and run effective and efficient meetings at SVCE.

I understand and advocate the electrification of our built environment and electric vehicles – I built an all-electric home, added a heat pump water heater and heat pump HVAC to a rental property, and have owned seven electric vehicles since 2011 (currently own four). I believe in, and have invested in, electrification.

The Board adds value to SVCE by setting policy, providing resources to implement those policies, and by collaborating with the CEO so the Board can understand and support SVCE staff. Importantly, SVCE helps lead other CCAs in California so the entire industry benefits from SVCE’s policies and implementation.

Since joining SVCE’s Board, initially as an alternate and then as Director, I’ve contributed as Vice Chair of the Executive Committee in 2023 and 2024, and Chair of the Audit Committee in 2021 through 2024. My financial education and experience as a CPA helped me to facilitate the Board’s understanding of the first prepay agreement in 2021, which was followed by a second prepay in 2022 with a third prepay in 2024.

To increase my understanding of the industry dynamics facing CCAs in California, I attended the 2023 and 2024 CalCCA Annual Conferences in San Diego and San Jose, respectively, and attended four ribbon cuttings – Rabbit Brush Solar + Storage (2022), Casa Diablo IV and Yellow Pine Solar + Storage (2023), and Victory Pass Solar + Storage (2024).

Knowing the industry dynamics adds value by increasing my ability as Vice Chair to support SVCE staff analyses and recommendations, and focus discussions on tradeoffs where policy alternatives exist. The Board is responsible for setting policy, SVCE staff implements those polices. Policies need resources and budgets provide financial resources. SVCE staff presents budgets to the Board and there are alternatives and tradeoffs within those budgets – with my financial knowledge and experience, I can help the Board work with staff in setting and approving budgets.

I’ve attended firsthand four significant ribbon cuttings of renewable clean energy projects. Seeing and touring a physical site deepens one’s knowledge and appreciation of the capital in place. Listening to the developers and operators describe their 10 year path from site selection, permit application and approval, construction and operational financing, power purchase agreements, physical construction, interconnection and commissioning provides insight into the risks of bringing clean and renewable energy Item 3
Attachment 2
Letter of Interest – Vice Chair
December 31, 2024 Page 2
to customers. The path to ribbon cutting takes time and has significant uncertainties. When SVCE staff encounter issues with clean energy projects and present alternatives to the Board, understanding the risks helps the Board make decisions.

As Vice Chair, I will support and facilitate Board meetings by listening to SVCE staff and reading the room.

Helping the Chair to move the meeting forward efficiently will help in effective Board meetings. As a former Mayor and chair of several joint powers authorities, I have experience in conducting effective and efficient public meetings.

I’d be honored to serve as SVCE’s Vice Chair.

Respectfully,
Bryan J. Mekechuk
Councilmember, City of Monte Sereno
Item 3
Attachment 2
Letter of Interest – Vice Chair
Dear SVCE Colleagues,
I am applying for the Vice Chair position for Silicon Valley Clean Energy. I have served as my City's SVCE Representative for six years and have a great respect for the organization. I sought out and researched SVCE and the committee assignment when I was elected. I knew I wanted to be part of the leadership effort to bring clean energy and reduce the use of fossil fuels.

As I met colleagues on the Board, I was mentored by a few to give it time to understand the organization and explore where to commit my efforts. I have done just that intentionally serving on the Audit Committee, the Legislative Committee and the Executive Committee to know the organization from many sides. I have attended Cal CCA conferences and events to understand the relationship with other CCAs and SVCE’s role in the organization. I have served as the Legislative Committee Chair and advocated in Sacramento through this role. I have championed and defended our policies and efforts both in my City and regionally such as the gas ban, reach codes, educational efforts and equitable policies for CCA’s. As an Urban Planner with a background in Housing and Economic Development there is much overlap from my experience and the work I do to advance our mission with ABAG in housing, on the Vallet Transit Authority PAC Board and now as a member of the Cal Cities Board for the state.

I have demonstrated significant commitment and interest in serving SVCE and our region and would continue this in leading our organization as Vice Chair. To prepare for Vice Chair I have served on the Executive Committee for 2 years as well as other supportive roles to give me more exposure to staff and current topics of interest to SVCE.

I am excited about the opportunity to lead this stellar organization to further the excellent work of our staff with all of you and our regional colleagues to continue toward our mission. I understand having all City perspectives, ideas, stakeholders and underrepresented groups heard and considered contributes greatly to our success at SVCE. I would be an honor to lead this organization and I commit to have our collective goal always at the forefront.

Thank you for your consideration,
Yvonne
1 Andrea Pizano
From: Larry Klein <[email protected]>
Sent: Monday, December 30, 2024 4:28 PM
To: Andrea Pizano
Cc: Monica Padilla
Subject: Interest in serving as SVCE Vice Chair
ATTENTION: This message is from an external user. Confidential information such as social security, credit card, ba routing, wire transfer and other personally identifiable information should not be transmitted to this user. For questions, please contact the SVCE IT Department.

Dear Andrea (and SVCE Boardmembers),
I would like to express my interest in serving as the Silicon Valley Clean Energy Board Vice Chair for 2025. I have a deep appreciation for the organization’s leadership in transforming our regional energy landscape. I have been inspired by our collective progress in reducing greenhouse gas emissions, bolstering energy resilience, and supporting the economic vitality of our communities.

Having served as SVCE’s Executive Board Chair in 2024, I continue to be interested in how I can help provide guidance to the organization as it continues to grow and change.

As a passionate advocate for clean energy, sustainable development, and equitable community solutions, I am committed to advancing SVCE’s mission to supply local communities with clean, affordable, and reliable energy. These initiatives underscore my dedication to actionable progress and my ability to galvanize diverse stakeholders toward shared objectives.

As Mayor of Sunnyvale, I have worked extensively to promote policies that align with SVCE’s goals. Sunnyvale was one of the key founding members of SVCE. Sunnyvale has SVCE’s largest client base, and my 20+ years of community service can help bridge the relationships with some of our biggest customers.

I would be honored to serve as SVCE’s Vice Chair in 2025. Similarly, I am also interested in serving in some capacity on the Executive Committee in 2025.

Thank you,
Larry
Larry Klein
Sunnyvale Mayor
Reserve a spot at my office hours, most Fridays at Bean Scene (186 South Murphy Ave, SVL) See my calendar and learn more at: www.larryklein.com/
Join me on Facebook – Instagram
Item 3
Attachment 4
Letter of Interest – Vice Chair

Page 1 of 1 ends

Staff Report – Item 4
Item 4: Appoint Directors to the 2025 SVCE Executive Committee From: Monica Padilla, CEO
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 1/8/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) select and appoint SVCE’s Executive Committee for 2025.

BACKGROUND
The SVCE Joint Power Agreement (Agreement), Section 4.6, specifies that the Board may establish an executive committee consisting of a smaller number of Directors and that the Board may delegate to the executive committee such authority as the Board might otherwise exercise, subject to limitations specified in the Agreement or in the Operating Rules and Regulations. SVCE’s Operating Rules and Regulations state the Executive Committee shall consist of up to six Board members.

The duties of the Executive Committee will continue to be to review and provide advice to the Chief Executive Officer and the entire Board on policy, operational and organizational matters and perform such other responsibilities, tasks or activities as delegated to it by the Board.

ANALYSIS & DISCUSSION
Following is a snapshot of the 2024 Executive Committee as well as members who have expressed interest in serving for 2025:

Frequency of Meetings Composition 2024 Members Directors who have Expressed Interest for
2025
• Monthly (Currently
Fourth Friday, but may
change based on
member availability)
• Chair
• Vice Chair
• Four Additional Board
members (6 total, no
alternates)

1. Director Klein (Chair)

2. Director Mekechuk (Vice Chair)

3. Director Martinez Beltran

4. Director Meadows

5. Director Tyson

6. Director Walia

1. Director Klein

2. Director Mekechuk

3. Director Martinez
Beltran

4. Director Meadows

5. Director Tyson

6. Director Walia

7. Director Scozzola

STRATEGIC PLAN
The recommendation supports SVCE’s overall strategic plan.

ALTERNATIVE
N/A

FISCAL IMPACT
There is no fiscal impact to the agency as a result of selecting members of the Executive Committee.

Item 4
SILICON VALLEY \3/ CLEAN ENERGY

Page 1 of 2 ends

Staff Report – Item 5
Item 5: SVCE Community Grants Update
From: Monica Padilla, CEO
Prepared by: Zoe Elizabeth, Director of Director of Decarbonization Policy and Community Strategies Jessica Cornejo, Senior Community Strategies Specialist Date: 1/8/2025

RECOMMENDATION
Staff requests that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) receive an update on the Community Resilience Grant and Decarbonization Demonstration & Engagement Grant programs.

BACKGROUND
As a part of the 2020 Customer Relief and Community Resilience package, SVCE launched the Community Resilience program to provide site-level investments, technical support, and resources for the member jurisdictions. Investments include $800K in planning grants and $4M in capital project grants to help our member jurisdictions plan for and protect against the increasing impacts of power outages caused by high-heat events, wildfires, and PG&E’s related Public Safety Power Shutoffs.

In 2022, SVCE launched the Decarbonization Demonstration & Engagement Grant program to support the development of capital projects demonstrating the feasibility of all-electric appliances and engagement projects to educate the public on electrification in innovative ways. $3.2M was allocated to the Decarbonization Demonstration Grant and $400,000 to the Decarbonization Engagement Grant.

In 2024, the Board approved $10M in community grants to support building and transportation electrification, energy resilience, and community engagement projects. The program is divided into three areas: 1) Noncompetitive Member Agency Grants ($3M), 2) Competitive Member Agency Grants ($3.5M), and 3) Competitive Community Grants ($3.5M). Each member agency was awarded a noncompetitive allocation that can be used for a variety of projects that support building or transportation electrification, energy resilience, or community engagement on these topics. The member agency competitive funding will allow agencies to pursue additional funding with the option to stack with their noncompetitive allocation. Both the Noncompetitive and Competitive Member Agency Grants launched on October 30, 2024. The deadline for agencies to submit an application for the competitive grant is March 28, 2025, and the deadline to submit an application for the noncompetitive grant is December 5, 2025. The Competitive Community Grants will launch in the Fall of 2025.

Most member jurisdictions have one or more active grant projects in progress, and some jurisdictions have completed projects. Staff supports member jurisdictions with their ongoing projects, answers questions on the newly released 2024 Member Agency Grants, and identifies additional grant opportunities to help support their individual decarb goals.

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

Item 5
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 5 Agenda Date: 1/8/2025

Page 2 of 2 ends

STRATEGIC PLAN
The grant programs are in direct support of SVCE’s overall mission and directly support SVCE’s Strategic Plan Goal 7, “Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.”

FISCAL IMPACT
N/A

ATTACHMENTS
The presentation for this item will be posted on the SVCE website.

Item 5
Appendix A

Silicon Valley Clean Energy
Board of Directors Meeting
January 8, 2025
Appendix A
Power Resource Contracts Executed by CEO

SILICON VALLEY

CLEAN ENERGY
1 IMPORT CAPABILITY TRANSFER

CONFIRMATION LETTER

BETWEEN

SILICON VALLEY CLEAN ENERGY
AND

MARIN CLEAN ENERGY
This confirmation letter including all appendices hereto (“Confirmation”) confirms the transaction between Silicon Valley Clean Energy, a California joint powers authority (“Buyer”) and Marin Clean Energy, a California joint powers authority (“Seller”), 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 this Confirmation, in the amounts described in this Confirmation (the “Transaction”). This Confirmation is governed by the terms and conditions of the WSPP Agreement effective as of September 11, 2023, along with any schedules and amendments thereto (collectively, the “Master Agreement”). The Master Agreement and this Confirmation shall be collectively referred to herein as the “Agreement.” If there is any conflict between the terms set forth in this Confirmation and the Master Agreement, the terms set forth in this Confirmation shall govern. Capitalized terms not otherwise defined in this Confirmation have the meanings ascribed to them in the Master Agreement or the Tariff (defined herein below).

ARTICLE 1

TRANSACTION

1.1 Product
Seller shall sell and transfer to Buyer, and Buyer shall purchase and receive from Seller, the Remaining Import Capability (the “Product”), at the Delivery Points in the amount of the Contract Quantity at the Contract Price for the Delivery Period.

1.2 Delivery Period and Term
(a) Delivery Period. The Delivery Period is
inclusive, unless terminated earlier in accordance with the terms of this Agreement.
(b) Term. The Term of this Transaction shall commence upon the Confirmation Effective Date and shall continue until the later of (i) the expiration of the Delivery Period or (ii) the date that the Parties’ obligations under this Confirmation have been satisfied. This Confirmation shall be effective and binding as of the Confirmation Effective Date.

1.3 Contract Quantity, Contract Price, and Delivery Point DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B Appendix A Marin Clean Energy
2 For the Delivery Period, Seller shall transfer the Product to Buyer in the amount as follows (the “Contract Quantity”), at the Contract Price, and for the following Delivery Points as specified in the Contract Quantity Table below:

Delivery Period Delivery Point Contract Quantity
(MWs)
Contract Price
($/kW-month)
ARTICLE 2

DELIVERY OBLIGATIONS

2.1 Delivery
Within ten (10) Business Days of the Effective Date, Seller shall transfer the Product to Buyer by registering the transfer with CAISO as a Bilateral Import Capability Transfer in the amount of the Contract Quantity for the applicable Contract Month, and completing any other action or documentation required by the CAISO to effect such transfer (the “Registration”). As soon as reasonably practicable thereafter, but no later than five (5) Business Days from Registration, Buyer shall accept and confirm Seller’s Registration in CAISO’s CIRA Tool and Buyer will then communicate to Seller by email as to whether the transfer from Seller to Buyer of the Product in the amount of the Contract Quantity at the Delivery Point was successful or unsuccessful. If the transfer from Seller to Buyer of the Product in the amount of the Contract Quantity at the Delivery Point is unsuccessful, the Parties shall begin the registration process set forth in this Section 2.1 again, until such time as the transfer is completed successfully.

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

2.3 Buyer’s Remedies for Seller’s Failure to Deliver Contract Quantity If Seller fails to deliver any part of the Contract Quantity as required herein for any Delivery Period, at the agreed upon Delivery Point, Seller (i) shall refund Buyer an amount equal to the product of (A) the amount of the Contract Quantity as to which Buyer pre-paid under Section 3.1 but that was not delivered and (B) the Contract Price (in $/kW-month) for Contract Month, and (ii) is liable for damages pursuant to Section 21.3 of the Master Agreement, without reference to the word “hourly” therein.

Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines, costs, including Environmental Costs, assessed against Buyer by the CPUC, CAISO or other Government Body resulting from Seller’s failure to deliver the Product. The Parties will use commercially reasonable efforts to minimize such penalties, fine or costs; provided that in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing damages, DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B Appendix A Marin Clean Energy
3 penalties, fines or costs, or fails to reimburse Buyer for those damages, penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those damages, penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement.

ARTICLE 3

PAYMENT

3.1 One-Time Payment
Buyer shall make a One-Time Payment to Seller for the Product within ten (10) Business Days of receipt of Seller’s invoice.

The One-Time Payment is calculated as follows:

One-Time Payment = ∑n (Ai × Bi × 1,000)
݅
where:

A = Contract Price (in $/kW-month) for Contract Month i B = Contract Quantity (in MW) transferred by Seller for Contract Month i i = Each Contract Month
n = number of Contract Months
The One-Time Payment calculation shall be rounded to two decimal places.

3.2 Offset Rights
Either Party may offset any amounts owing to it for revenues, penalties, fines, costs reimbursement, or other payments pursuant to Section 9 of the Master Agreement against any future amounts it may owe to the other Party.

ARTICLE 4

CONFIDENTIALITY
Notwithstanding Section 30 of the Master Agreement, the Parties agree that:
(a) This Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.); and, in the event of a public records request pursuant to this act or any other applicable law, either party may disclose this Confirmation to the extent required by the act or any such other applicable law, and such disclosure shall not be a violation of this Article 4; (b) both Parties may disclose the terms of this Confirmation to the CAISO to effectuate Seller’s performance and the transfer of the Product and the Parties acknowledge that the CAISO may publicly disclose the transfer of the Product from Seller to DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B Appendix A Marin Clean Energy
4 Buyer in accordance with the CAISO Tariff promptly following Seller’s performance;
(c) in the event Buyer resells all or any portion of the Product, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction, other than the Contract Price; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Authority or the CAISO to further disclose such information. In addition, in the event Buyer resells all or any portion of the Contract Quantity to another party, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction; and
(d) both Parties may disclose this Confirmation and/or the terms of this Confirmation to any Government Body in response to any request from or requirement of such Government Body, including but not limited to the CPUC and CAISO, provided that each disclosing party shall use reasonable efforts to limit, to the extent possible, the ability of such applicable Government Body to further disclose such information.

ARTICLE 5

COLLATERAL REQUIREMENTS
Notwithstanding any provision in the Master Agreement to the contrary, neither Party shall be required to post collateral or other security for this Transaction.

ARTICLE 6

GENERAL PROVISIONS

6.1 Governing Law
Section 24 of the WSPP Agreement is deleted and replaced with the following: “This WSPP Agreement and any Confirmation shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.”

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

6.3 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 DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B Appendix A Marin Clean Energy
5 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.

6.4 Joint Powers Authority
The Parties are each organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and are each a public entity separate from their constituent members. Each Party will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Confirmation. Each Party agrees that it shall 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.

DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B Appendix A Marin Clean Energy
6 Acknowledged and agreed to as of the Confirmation Effective Date.

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

Name:

Title:

Date: _____________________________
By:

Name:

Title:

Date: _____________________________
DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 12/6/2024
VickenKasarjian
ChiefOperatingOfficer
DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B CEO
12/10/2024
MonicaPadilla
Appendix A Marin Clean Energy
z Signed by:

V ACC1B8FA2E834F3
DocuSigned by:
573rCd.n41inR4C0
Appendix A - 1

APPENDIX A

DEFINED TERMS
“Agreement” has the meaning set forth in the introductory paragraph of this Confirmation. “Bilateral Import Capability Transfer” is the transfer of Remaining Import Capability from one Market Participant (as defined in the CAISO Tariff) to another, as described in the CAISO Tariff. “Branch Group” means the branch group name used by the CAISO to represent the location of an Intertie with a Maximum Import Capability.
“Buyer” has the meaning set forth in the introductory paragraph of this Confirmation and shall have the same meaning as “Purchaser” under the Master Agreement. “CAISO” means the California Independent System Operator Corporation, or any successor entity performing the same functions.
“CAISO Tariff” means the California Independent System Operator Corporation Tariff, Business Practice Manuals (BPMs), Operating Agreements, and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time to time and approved by FERC, if applicable.
“Confirmation” has the meaning set forth in the introductory paragraph of this Confirmation. “Confirmation Effective Date” has the meaning set forth in the introductory paragraph of this Confirmation.
“Contract Month” means the month during the Delivery Period as set forth in the Contract Quantity Table in Section 1.3.
“Contract Price” has the meaning set forth in the Contract Quantity Table in Section 1.3. “Contract Quantity” has the meaning set forth in the Contract Quantity Table in Section 1.3. “CPUC” means the California Public Utilities Commission. “Delivery Period” has the meaning set forth in Section 1.2(a). “Delivery Point” has the meaning set forth in the Contract Quantity Table in Section 1.3. “Governmental Authority” or “Government Body” means any: (a) federal, state, local, municipal or other government; (b) governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and (c) court or governmental tribunal. “Intertie” has the meaning set forth in the CAISO Tariff. “Master Agreement” has the meaning set forth in the introductory paragraph of this Confirmation.

DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B Appendix A Marin Clean Energy
Appendix A - 2
“Maximum Import Capability” has the meaning set forth in the CAISO Tariff. “MW” means megawatt (or 1,000 kilowatts) of alternating current electric energy generating capacity.
“One-Time Payment” has the meaning set forth in Section 3.1. “Product” has the meaning set forth in Section 1.1.
“Registration” has the meaning set forth in Section 2.1. “Remaining Import Capability” has the meaning set forth in the CAISO Tariff. “SC” has the meaning set forth in the CAISO Tariff.
“Seller” has the meaning set forth in the introductory paragraph of this Confirmation. “Tariff” means the tariff and protocol provisions of the CAISO, as amended or supplemented from time to time.
“Term” has the meaning set forth in Section 1.2(b).
“WSPP Agreement” is defined in the introductory paragraph hereof.

DocusignEnvelopeID:BEEAFCB8-41C3-4EE0-A632-D32DD5FD7DA5 DocusignEnvelopeID:CCCF432D-7421-4310-898F-FF84FFE3B93B Appendix A Marin Clean Energy

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CONFIRMATION LETTER FOR BILATERAL IMPORT CAPABILITY TRANSFER

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

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

1. Definitions

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

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

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

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

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

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

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

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

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

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

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

1.12 “CPUC” means the California Public Utilities Commission.

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

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

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

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

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

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

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

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

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

2. Term

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

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

3. Transaction

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

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3.2 Delivery Point
Branch Group Bilateral Import Capability Transfer

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

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

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

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

4. Payment

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

One-Time Payment = ∑ (ܣ ௜x ܤ ௜x 1,000) ௞
௜ୀଵ
where: Ai = Contract Price i (in $/kW-month) for Contract Month i DocusignEnvelopeID:9B2F14CF-C6AA-4BD7-9C5D-A5F6A5B462D2 Appendix A PG&E

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Bi = Contract Quantity i (in MW) transferred by Seller for Contract Month i k = Count of Contract Months
The One-Time Payment shall be rounded to two decimal places.

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

5. CIRA System Failure

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

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

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

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

7. Confidentiality
Notwithstanding Section 10.11 of the Master Agreement, the Parties may disclose all terms and conditions of this Transaction to any Governmental Body, the CPUC, CAISO, and the Procurement Review Group; provided, that each disclosing Party shall use reasonable efforts to limit, to the extent possible, the ability of any such applicable Governmental Body, CAISO, or Scheduling Coordinator to DocusignEnvelopeID:9B2F14CF-C6AA-4BD7-9C5D-A5F6A5B462D2 Appendix A PG&E
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further disclose such information. Notwithstanding the foregoing, the Parties may disclose the terms of this Confirmation to the CAISO to effectuate Seller’s delivery of product and the transfer of the Product and the CAISO may publicly disclose the transfer of the Product from Seller to Buyer as indicated in the Tariff promptly following Seller’s delivery of Product. In addition, if Buyer resells all or any portion of the Product, Buyer shall be permitted to disclose to the other party to such resale transaction all such information necessary to effect such resale transaction, other than the Contract Price.

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

9. Counterparts
This Confirmation may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered by electronic mail (including pdf or any electronic signature complying with the federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal. Civ. Code Section 1633.1, et seq.) or other applicable law) or other transmission method and any counterpart so delivered shall have the same legal effect as an original.
[Signature page follows]
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ACKNOWLEDGED AND AGREED TO AS OF THE CONFIRMATION EFFECTIVE DATE.

Silicon Valley Clean Energy Authority, a
California joint powers authority
Pacific Gas and Electric Company, a
California corporation, limited for all
purposes hereunder to its Electric
Procurement and Electric Fuels Functions
By: ____________________________ By: ______________________________ Name: ____________________________ Name: ______________________________ Title: ____________________________ Title: ______________________________ Date: ____________________________ Date: ______________________________ DocusignEnvelopeID:9B2F14CF-C6AA-4BD7-9C5D-A5F6A5B462D2 CEO
MonicaPadilla
12/10/2024
Principal, Energy Transactions
12/11/2024
Ahmad Mouneimne
Appendix A PG&E
z DocuSigned by:
573FC104110B4C0...
lent and Electric Fuels Func

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APPENDIX A

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

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DocusignEnvelopeID:9B2F14CF-C6AA-4BD7-9C5D-A5F6A5B462D2 Appendix A PG&E
CalpineDeal:4050878
1 O:\Confirmations\RA&LARDeals\SiliconValleyCleanEnergyAuthority\4050878_PhysRACapacity_SVCE_12.16.2024.docx

MASTERPOWERPURCHASEANDSALEAGREEMENT
CONFIRMATIONLETTER–RESOURCEADEQUACY

BETWEEN
SiliconValleyCleanEnergyAuthority
AND
CALPINEENERGYSERVICES,L.P.

ThisConfirmationLetter(“Confirmation”)confirmstheTransactionbetweenSiliconValleyClean Energy Authority,aCaliforniajointpowersauthority,(“Seller”),andCalpineEnergyServices,L.P.,aDelaware limitedpartnership (“Buyer”),eachindividuallya“Party”andtogetherthe“Parties”,datedasthelastdated signatureonthesignaturepagehereto(the“ConfirmationEffectiveDate”),inwhichSelleragreestoprovide toBuyertherighttotheProduct,assuchtermisdefinedinArticle3ofthisConfirmation. ThisTransaction is governed by the EdisonElectricInstituteMasterPowerPurchase andSaleAgreementbetweenthe Parties, and that certain Cover Sheet, effective as of June 20, 2017, along with any annexes and amendmentsthereto(collectively,the“MasterAgreement”). TheMasterAgreementandthisConfirmation shallbecollectivelyreferredtohereinasthe“Agreement”. Allprovisionscontainedinorincorporatedby reference in the Master Agreement will govern this Confirmation except as expressly modified herein.

SubjecttoanycontraryprovisionsintheMasterAgreement,intheeventofanyinconsistencybetweenthe provisionsoftheMasterAgreementandthisConfirmation,thisConfirmationwillprevailforthepurposeof thisTransaction.CapitalizedtermsusedbutnototherwisedefinedinthisConfirmationhavethemeanings ascribedtothemintheMasterAgreementortheTariff(asdefinedherein).

1.DEFINITIONS

1.1 “Agreement”hasthemeaningspecifiedintheintroductoryparagraphhereof.

1.2 “AlternateCapacity”meansanyreplacementProductwhichSellerhaselectedtoprovidetoBuyer inaccordancewiththetermsofSection4.5.

1.3 “Applicable Laws” means any law, rule, regulation, order, decision, judgment, or other legal or regulatorydeterminationbyanyGovernmentalBodyhavingjurisdictionoveroneorbothPartiesor thisTransaction,includingwithoutlimitation,theTariff.

1.4 “AvailabilityIncentivePayments”hasthemeaningsetforthintheTariff.

1.5 “AvailabilityStandards”shallmeanAvailabilityStandardsasdefinedinSection40.9oftheTariffor otherwiseapplicabletoCAISO.

1.6 “Buyer”hasthemeaningspecifiedintheintroductoryparagraphhereof.

1.7 “CAISO”meanstheCaliforniaIndependentSystemOperatororitssuccessor.

1.8 “Capacity ReplacementPrice”means (a)the price actually paidfor any Replacement Capacity purchasedbyBuyerpursuanttoSection4.7hereof,pluscosts reasonablyincurredbyBuyerin purchasingsuchReplacementCapacity,or(b)absentapurchaseofanyReplacementCapacity, themarketpriceforsuchDesignatedRACapacitynotprovidedattheDeliveryPoint. TheBuyer shalldetermine suchmarketpricesina commercially reasonablemanner. Forpurposes ofthe definitionofSection1.51oftheMasterAgreement,“CapacityReplacementPrice”shallbedeemed tobethe“ReplacementPrice.”

1.9 “Confirmation”hasthemeaningspecifiedintheintroductoryparagraphhereof.

1.10 “ConfirmationEffectiveDate”hasthemeaningspecifiedintheintroductoryparagraphhereof.

DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
CalpineDeal:4050878
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1.11 “ContingentFirmRAProduct”hasthemeaningspecifiedinSection3.4hereof.

1.12 “ContractPrice”means,foranyMonthlyDeliveryPeriod,thepricespecifiedundertheRACapacity PriceTableinSection4.9.

1.13 “ContractQuantity”means,withrespecttoanyparticularShowingMonthoftheDeliveryPeriod, theamountofProduct(inMWs)setforthintableinSection4.3whichSellerhasagreedtoprovide toBuyerfromtheUnitfor suchShowingMonth (as such amountmay be adjusted pursuantto Section4.4).

1.14 “ControlArea”hasthemeaningsetforthintheTariff.

1.15 “CPUCDecisions”meansCPUCDecisions04-01-050,04-10-035,05-10-042,06-06-064,06-07- 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, 15-06-063,16-06-045,17-06-027,18-06-030,18-06-031,19-02-022and19-06-026,20-06-002, 20-06-028, 20-06-31, 20-12-006, 21-06-035,21-07-014,22-06-050, and any other existing or subsequent decisionsrelatedtoresourceadequacyissuedfromtimetotimebytheCPUC,as amendedfromtimetotime.

1.16 “CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines,requirementsandinstructionsforLSE’stodemonstratecompliancewiththeCPUC’s resourceadequacyprogram.

1.17 “DeliveryPeriod”hasthemeaningspecifiedinSection4.1hereof.

1.18 “DeliveryPoint”hasthemeaningspecifiedinSection4.2hereof.

1.19 “DesignatedRACapacity”shallbeequalto,withrespecttoanyparticularShowingMonthofthe DeliveryPeriod,theContractQuantityofProductforsuchShowingMonthincludingtheamountof ContractQuantitythatSellerhaselectedtoprovideAlternateCapacitywithrespectto,minusany reductionstoContractQuantityspecifiedinSection4.4withrespecttowhichSellerhasnotelected toprovideAlternateCapacity.

1.20 “EffectiveFlexibleCapacity”meanstheflexiblecapacityofaresourcethatcanbecountedtowards anLSE’sFCRobligation,asidentifiedfromtimetotimebytheTariff,theCPUCDecisions,LRA, orotherGovernmentalBodyhavingjurisdiction.

1.21 “FCRAttributes”means,with respecttoaUnit,anyandallFCRattributesthat canbe counted towardanLSE’sFCR,astheyareidentifiedfromtimetotimebytheCPUCDecisions,theTariff, anLRA,orotherGovernmentalBodyhavingjurisdictionthatcanbecountedtowardFCRandare consistentwiththeoperationallimitationsandphysicalcharacteristicsofsuchUnit. Forclarity,it shouldbeunderstoodthatiftheCAISO,LRA, orotherGovernmentalBody,definesnewor re- definestheFCRAttributesofaUnit,thensuchchangewillnotresultinachangeinobligationsor paymentsmadepursuanttothisTransaction.

1.22 “FCRShowings”meanstheFCRcomplianceshowings(orsimilarorsuccessorshowings)anLSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuanttotheCPUCDecisionsandtheTariff,ortoanLRAhavingjurisdictionovertheLSE.

1.23 “FirmRAProduct”hasthemeaningspecifiedintheSection3.3hereof.

1.24 “FlexibleCapacityRequirements”or“FCR”meanstheflexiblecapacityrequirementsestablished forLSEsbytheCPUCpursuanttotheCPUCDecisions,orbyanLRAorotherGovernmentalBody havingjurisdiction.

1.25 “FlexibleRAProduct”hasthemeaningspecifiedintheSection3.2hereof.

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1.26 “GADS”meanstheGeneratingAvailabilityDataSystemoritssuccessor.

1.27 “Generic RA Product” means Designated RA Capacity consisting of RAR Attributes and, if applicable,LARAttributes,whichdoesnotincludeFCRAttributes.

1.28 “GoodUtilityPractice”hasthemeaningsetforthintheTariff.

1.29 “GovernmentalBody”means (i)anyfederal,state,local,municipalorothergovernment; (ii)any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatoryortaxingauthorityorpower;and(iii)anycourtorgovernmentaltribunal.

1.30 “LAR” means local area reliability, which is any program of localized resource adequacy requirementsestablishedforjurisdictionalLSEsbytheCPUCpursuanttotheCPUCDecisions,or byanotherLRAhavingjurisdictionovertheLSE,asimplementedintheTariff. LARmayalsobe knownaslocalresourceadequacy,localRAR,orlocalcapacityrequirementinother regulatory proceedingsorlegislativeactions.

1.31 “LARAttributes”means,withrespecttoaUnit,anyandallresourceadequacyattributes(orother locational attributes related to system reliability), as they are identified as of the Confirmation Effective Date by the CPUC Decisions, CAISO, LRA, or other Governmental Body having jurisdiction,associatedwiththephysicallocationorpointofelectricalinterconnectionoftheUnit within the CAISO Control Area, that can be counted toward LAR and are consistent with the operationallimitationsandphysicalcharacteristicsofsuchUnit,butexclusiveofanyRARAttributes whicharenotassociatedwithwhereintheCAISOControlAreatheUnitisphysicallylocatedor electricallyinterconnected. Forclarity,itshouldbeunderstoodthatiftheCAISO,LRA,orother GovernmentalBody,definesneworre-definesexistinglocalareas,thensuchchangewillnotresult inachangeinobligationsorpaymentsmadepursuanttothisTransaction.

1.32 “LARShowings”meanstheLARcomplianceshowings(orsimilarorsuccessorshowings)anLSE is required to make to the CPUC (and, to the extent authorized by the CPUC, to the CAISO) pursuanttotheCPUCDecisions,ortoanLRAhavingjurisdictionovertheLSE.

1.33 “LRA”hasthemeaningsetforthintheTariff.

1.34 “LSE” means load-serving entity. LSEs may be an investor-owned utility, an electric service provider,acommunityaggregatororcommunitychoiceaggregator,oramunicipalityservingload intheCAISOControlArea(excludingexports).

1.35 “MasterAgreement”hasthemeaningspecifiedintheintroductoryparagraphhereof.

1.36 “Monthly Delivery Period” means each calendar month during the Delivery Period and shall correspondtoeachShowingMonth.

1.37 “MonthlyRACapacityPayment”hasthemeaningspecifiedinSection4.9hereof.

1.38 “NERC”meanstheNorthAmericanElectricReliabilityCouncil,oritssuccessor.

1.39 “NERC/GADSProtocols”meanstheGADSprotocolsestablishedbyNERC,asmaybeupdated fromtimetotime.

1.40 “NetQualifyingCapacity”hasthemeaningsetforthintheTariff.

1.41 “Non-AvailabilityCharges”hasthemeaningsetforthintheTariff.

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1.42 “Outage”meansdisconnection,separation,orreductioninthecapacityofanyUnitthatrelievesall orpartoftheofferobligationsoftheUnitconsistentwiththeTariff. Fortheavoidanceofdoubt, OutageshallbedeemedtoincludePlannedOutage(definedbelow).

1.43 “Party”and“Parties”havethemeaningsspecifiedintheintroductoryparagraphhereof.

1.44 “PlannedOutage”means,subjecttoandasfurtherdescribedintheCPUCDecisionsandtheTariff (Planned Outage referred to as “Approved Maintenance Outage” under the Tariff), a CAISO- approvedplannedorscheduleddisconnection,separationorreductionincapacityoftheUnitthat isconductedforthepurposesofcarryingoutroutinerepairormaintenanceofsuchUnit,orforthe purposesofnewconstructionworkforsuchUnit.

1.45 “Product”hasthemeaningspecifiedinArticle3hereof.

1.46 “RACapacity”meansthequalifyinganddeliverablecapacityoftheUnitforRAR,LAR,andFCR purposes for the Delivery Period, as determined by the CAISO, or other Governmental Body authorizedtomake such determination under Applicable Laws. RA Capacity encompassesthe RARAttributes,LARAttributesandFCRAttributesofthecapacityprovidedbyaUnit,asapplicable pursuanttothisConfirmation.

1.47 “RACapacityPrice”meansthepricespecifiedintheRACapacityPriceTableinSection4.9hereof.

1.48 “RAR” or “Resource Adequacy Requirements” means the resource adequacy requirements, exclusiveofLARandFCR,establishedforLSEsbytheCPUCpursuanttotheCPUCDecisions, bytheCAISOundertheTariff,orbyanLRAorotherGovernmentalBodyhavingjurisdiction.

1.49 “RARAttributes”means,withrespecttoaUnit,anyandallresourceadequacyattributes,asthey areidentifiedasoftheConfirmationEffectiveDatebytheTariff,theCPUCDecisions,LRA,orany GovernmentalBodyhavingjurisdiction,thatcanbecountedtowardRARandareconsistentwith theoperationallimitationsandphysicalcharacteristicsofsuchUnit,exclusiveofanyLARAttributes orFCRAttributes.

1.50 “RARShowings”meanstheRARcomplianceshowings(orsimilarorsuccessorshowings)anLSE isrequiredtomaketotheCPUC(and/or,totheextentauthorizedbytheCPUC,totheCAISO), pursuanttotheTarifforCPUCDecisions,ortoanLRAhavingjurisdiction.

1.51 “ReplacementCapacity”hasthemeaningspecifiedinSection4.7hereof.

1.52 “ReplacementUnit”meansageneratingunitmeetingtherequirementsspecifiedinSection4.5.

1.53 “ResourceCategory”shallbeasdescribedintheCPUCFilingGuide,assuchmaybemodified, amended,supplementedorupdatedfromtimetotime.

1.54 “SchedulingCoordinator”or“SC”hasthemeaningsetforthintheTariff.

1.55 “Seller”hasthemeaningspecifiedintheintroductoryparagraphhereof.

1.56 “ShowingMonth”shallbethecalendarmonthduringtheDeliveryPeriodthatisthesubjectofthe RAR Showing, LAR Showing, and/or FCR Showing, as applicable, as set forth in the CPUC Decisions. For illustrative purposes only, pursuant to the CPUC Decisions in effect as of the ConfirmationEffectiveDate,themonthlyRARShowingmadeinJuneisfortheShowingMonthof August.

1.57 “SubsequentBuyer”meansthepurchaserofProductfromBuyerinare-saleofProductbyBuyer.

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1.58 “Supply Plan” means the supply plans, or similar or successor filings, that each Scheduling CoordinatorrepresentingRACapacitysubmitstotheCAISO,LRA,orotherGovernmentalBody, pursuanttoApplicableLaws,inorderforthatRACapacitytocountforitsRARAttributes,LAR Attributes,and/orFCRAttributes.

1.59 “Tariff” means the tariff and protocol provisions of the CAISO, including associated rules, proceduresandbusinesspracticemanuals,asamendedorsupplementedfromtimetotime.

1.60 “Transaction”hasthemeaningspecifiedintheintroductoryparagraphhereof.

1.61 “Unit” or “Units” shall mean the generation assets described in Article 2 hereof (including any ReplacementUnits),fromwhichRACapacityisprovidedbySellertoBuyer.

1.62 “UnitEFC”meanstheEffectiveFlexibleCapacitysetbytheCAISOfortheapplicableUnit. Ifthe CAISOadjuststheEffectiveFlexibleCapacityofaUnitaftertheConfirmationEffectiveDate,then fortheperiodinwhichtheadjustmentiseffective,theUnitEFCshallbedeemedthelesserof(i)the Unit EFC as of the Confirmation Effective Date, and (ii)the CAISO-adjusted Effective Flexible Capacity. TotheextenttheConfirmationEffectiveDateofthisConfirmationoccurspriortothe CAISO’ssettingofaUnitEFCfortheapplicableUnit,theUnitEFCshallbeasagreedtobythe PartiesandspecifiedinArticle2,andSellerrepresentsthat,tothebestofitsknowledge,thisUnit EFCisconsistentwiththeCAISO’smethodologyfordeterminingUnitEFCasoftheConfirmation EffectiveDate. TotheextenttheCAISOcreatesnewcategoriesofflexiblecapacityduringtheterm ofthisTransaction and aUnit can counttoward such new categories offlexible capacity while operatingconsistentwiththeoperationallimitationandphysicalcharacteristicsofsuchUnit,any andallsuchnewcategoriesofflexiblecapacityshallbedeemedtobepartoftheEffectiveFlexible CapacityofthatUnit. Theabovenotwithstanding,totheextenttheCAISOdecidestoreducethe applicableUnitEFC,Sellershallnotbeliableforanycostsordamagesrelatedtosuchreduction andtheUnitEFCshallbereducedperSection4.4ofthisConfirmation.

1.63 “UnitNQC”meanstheNetQualifyingCapacitysetbytheCAISOfortheapplicableUnit. Ifthe CAISOadjuststheNetQualifyingCapacityofaUnitaftertheConfirmationEffectiveDate,thenfor theperiodinwhichtheadjustmentiseffective,theUnitNQCshallbedeemedthelesserof(i)the Unit NQC as of the Confirmation Effective Date, and (ii) the CAISO-adjusted Net Qualifying Capacity.

2.UNITINFORMATIONANDDESIGNATION

2.1 UnitInformation
DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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Name LongBeachFacility
Location LongBeach,CA
CAISOResourceID HINSON_6_LBECH3
UnitSCID ALLB
UnitNQC 63
UnitEFC 63
ResourceType CombustionTurbine
ResourceCategory (1,2,3or4) 4,(24/7=Yes)
FlexibleRARCategory(1,2or
3) 1
Path26(NorthorSouth) South
LocalCapacityArea(ifany,as
of ConfirmationEffective
Date)
N/A
Deliverabilityrestrictions,ifany,
asdescribedinmostrecent
CAISOdeliverability
assessment
None
RunHourRestrictions Use-LimitedunderAirPermit

2.2 SellertoDesignateUnit
(a) AtanypointpriortotheDeliveryPeriod,SellermaymodifytheUnitfromwhichRA Capacity will be provided to Buyer by providing Buyer with the specific Unit informationidentifiedinSection2.1bynolaterthanten(10)BusinessDaysbefore therelevantdeadlinefortheComplianceShowing.
(b) TheUnitshallmeettheProductcharacteristicsandContractQuantityspecifiedin Articles 3 and 4 and the Resource Category requirements set forth in Section

2.2(c).UndernocircumstancesshalltheUnitbeacoal-firedgeneratingfacility. (c) SellermaydesignateanimportresourceasaUnit,providedthat(i)suchimport resourcemeetseachofthe requirements ofthisSection2.2, (ii)such resource meets the requirements of “resource-specific resource) pursuant to the CPUC Decisions,andanyotherapplicableCAISOorCPUCrequirements,and(iii)Seller provides to Buyer, at no additional cost, sufficient import allocation rights necessarytoensuredeliveryoftheProducttoBuyer.
(d) NothinginthisSection2.2shallbeconstruedtolimittheapplicabilityofSections

4.4(AdjustmenttoContractQuantity)or4.5(AlternateCapacityandReplacement Units)ofthisConfirmation.
(e) Seller’s designation of the Unit each year shall not in any way (i) convert the ContingentFirmRAProduct being soldunderthisConfirmationintoaFirmRA Product,or(ii)causeanychangetotheMonthlyRACapacityPayment.

DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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3.RESOURCEADEQUACYCAPACITYPRODUCT
During the Delivery Period, Seller shall provide to Buyer, pursuant to the terms of this Confirmation, the DesignatedRACapacityintheamountoftheContractQuantityof(i)RARAttributesand,ifapplicable,LAR Attributes,and(ii)FCRAttributes,ifFlexibleRAProductisspecifiedinSection3.2,andtheContractQuantity shallbeeitheraFirmRAProductoraContingentFirmRAProduct,asspecifiedineitherSection3.3or3.4 (the“Product”). TheProductdoesnotconfertoBuyeranyrighttotheelectricaloutputfromtheUnits,other thantherighttoincludetheDesignatedRACapacityassociatedwiththeContractQuantityinRARShowings, LARShowings,andFCRShowings,asapplicable,andanyothercapacityorresourceadequacymarketsor proceedingsasspecifiedinthisConfirmation.Specifically,noenergyorancillaryservicesassociatedwithany UnitisrequiredtobemadeavailabletoBuyeraspartofthisTransactionandBuyershallnotberesponsible forcompensatingSellerforSeller'scommitmentstotheCAISOrequiredbythisConfirmation. Sellerretains therighttosellpursuanttotheTariffanyRACapacityfromaUnitthatisinexcessofthatUnit’sContract QuantityandanyRARAttributes,LARAttributesorFCRAttributesnototherwisetransferred,conveyed,or soldtoBuyerunderthisConfirmation.

3.1 RARandLARAttributes
Seller shall provide Buyer with the Designated RA Capacity of RAR Attributes and, if applicable, LAR Attributes from each Unit, as measured in MWs, in accordance with the terms and conditions of this Agreement.

3.2 FlexibleRAProduct
SellershallprovideBuyerwithDesignatedRACapacityofFCRAttributesfromtheUnitsintheamountof theapplicableContractQuantity.

3.3 Seller shall provide Buyer with Designated RA Capacity from the Units in the amount of the Contract Quantity. IftheUnitsarenotavailabletoprovidethefullamountoftheContractQuantityforanyreason otherthanForceMajeure,includingwithoutlimitationanyOutageoranyadjustmentoftheRACapacityof anyUnit,pursuanttoSection4.4,then,SellershallprovideBuyerwithDesignatedRACapacityfromone ormoreReplacementUnitspursuanttoSection4.5hereof. IfSellerfailstoprovideBuyerwithreplacement DesignatedRACapacityfromReplacementUnitspursuanttoSection4.5,thenSellershallbeliablefor damagesand/orrequiredtoindemnifyBuyerforpenaltiesorfinespursuanttothetermsofSections4.7 and4.8hereof.

3.4 ContingentFirmRAProduct
Seller shall provideBuyerwithDesignatedRACapacityfromtheUnitsintheamount oftheapplicable ContractQuantity;provided,however,thatif(i)theUnitsarenotavailabletoprovidethefullamountofthe ContractQuantityduetoForceMajeure,anyPlannedOutageoranyreductionoftheRACapacityofany Unit,and(ii)SellerhasgivenBuyertimelynoticepursuanttoSection4.5,then,Sellermayeitherreduce theContractQuantityorprovideBuyerwithDesignatedRACapacityfromoneormoreReplacementUnits pursuant to Section 4.5 hereof. If Seller fails to provide Buyer with any portion of the Designated RA Capacity(x)forareasonotherthanaForceMajeure,PlannedOutageorreductionoftheRACapacityof anyUnit (asprovidedinSection4.4),or (y)SellerfailedtogiveBuyertimelynoticepursuanttoSection

4.5(a),thenSeller shall beliablefordamages and/or requiredtoindemnifyBuyerfor penalties orfines pursuanttothetermsofSections4.7and4.8hereof.

4.DELIVERYANDPAYMENT

4.1 DeliveryPeriod
TheDeliveryPeriodshallbe Fortheavoidanceofdoubt,
nothinginthisAgreementshallobligateSellertoprovideanyRACapacitytoBuyerforanyperiodafterthe FirmRAProduct
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4.2 DeliveryPoint
TheDeliveryPointforeachUnitshallbetheCAISOControlArea,andifapplicable,theLARregioninwhich theUnitiselectricallyinterconnected.

4.3 ContractQuantity
TheContractQuantityofeachUnitforeachMonthlyDeliveryPeriodshallbe:

ContractQuantity(MWs)
ContractYear/Month ContractQuantity
(MWs)
ResourceID

4.4 AdjustmentstoContractQuantity
(a) Planned Outages: Seller’s obligation to deliver the Contract Quantity for any Showing Month may be reduced at Seller’s option if any portion of the Unit is scheduledforaPlannedOutageduringtheapplicableShowingMonth;provided, SellernotifiesBuyer,nolaterthanfifteen(15)BusinessDaysbeforetherelevant deadlines for the corresponding RAR Showings, LAR Showings and/or FCR ShowingsapplicabletothatShowingMonth,oftheamountofProductfromthe UnitBuyerispermittedtoincludeinBuyer’sRARShowings,LARShowings,and/or FCRShowingsapplicabletothatmonthasaresultofsuchPlannedOutage.

IfSellerisunabletoprovidetheapplicableContractQuantityforaShowingMonth becauseofaPlannedOutageofaUnit,Sellerhastheoption,butnottheobligation, to provideProductfor suchShowingMonthfromReplacementUnits, provided, SellerprovidesandidentifiessuchReplacementUnitsinaccordancewithSection

4.5.IfSellerchoosesnottoprovideProductfromReplacementUnitsandaUnitis on a Planned Outage for the applicable Showing Month, then, the Contract Quantityshallberevisedinaccordancewithanyapplicableadjustmentsstipulated bytheCPUC FilingGuide or CAISO Tariff in effectforthe applicableShowing MonthinwhichthePlannedOutageoccurs.
(b) Reductions in Unit NQC: If Product is both (i)Generic RA Product, and (ii) Contingent Firm RA Product specified under Section 3.4, then Seller’s obligation to deliver the applicable Contract Quantity of Flexible RA for any ShowingMonthmayalsobereducedoradjustedbySelleriftheCPUC,CAISO, orotherGovernmentalBody changesoreliminatestheFCR, suchthatFlexible CapacityAttributesarenolongerrequiredforcomplianceorresultsinchangesto howtheUnitsarecountedtowardssuch requirements. Totheextentanysuch changes occur during the Delivery Period, Seller may reduce the amount of FlexibleRAProductprovidedtoBuyerfromtheUnitonaproratabasisbasedon theoverallsize(inMWs)oftheUnit. ThePartiesacknowledgeandagreethatany suchchangetotheUnitNQCshallnot(i)entitleBuyertoachangeintheContract PriceorachangeintheamountspayableunderArticle3,(ii)resultinanychange totheContractQuantity,(iii)giveeitherPartytherighttoterminatethisAgreement, or(iv)allowfortheseverabilityofanyprovisionsofthisConfirmationpursuantto theMasterAgreement.. IftheUnitexperiencessuchareductioninUnitNQC,then DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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(c) ReductionsinUnitEFC: IfProductisboth(i)FlexibleRAProductspecifiedunder Section3.2,and(ii)ContingentFirmRAProductspecifiedunderSection3.4,then Seller’sobligationtodelivertheapplicableContractQuantityofProductforany ShowingMonthmayalsobereducediftheUnitexperiencesa reductioninUnit EFCasdeterminedbytheCAISO.Seller’spotentialreductioninContractQuantity foreach remainingShowingMonthshallequaltheproductof (a)theapplicable ShowingMonthContractQuantityand(b)thetotalamount(inMW)UnitEFCwas reduced since Confirmation Effective Date, divided by (c) Unit EFC as of the ConfirmationEffectiveDate. IftheUnitexperiencessuchareductioninUnitEFC, thenSellerhastheoption,butnottheobligation,toprovidetheapplicableContract QuantityforsuchShowingMonthfrom (i)the sameUnit,providedtheUnithas sufficient remaining and available Product and/or (ii) from Replacement Units, provided,thatineachcaseSellerprovidesandidentifiessuchReplacementUnits inaccordancewithSection4.5.
(d) UCAP: IfduringtheDeliveryPeriodtheCAISOortheCPUCeither(i)replaces UnitNQCasthevalueutilizedtomeasurethequalifyingcapacityofaUnitwitha successorvaluesuchasunforcedcapacity(UCAP)or(ii)utilizessuchsuccessor value as a supplementalmeans of measuring the qualifying capacity of a Unit togetherwithUnitNQC,thenfromandaftersuchreplacement,Sellerwillconvey the equivalent amount of qualifying capacity of such Unit,to be determined by Seller, on a pro rata basis (i.e. following such replacement, Seller’s delivery obligationwillbeobtainedbycalculatingtheproductof(A)theContractQuantity dividedbytheUnitNQC,multipliedby(B)theUnit’soverallqualifyingcapacity(in MW)asmeasuredbysuchnewmethodofmeasuringaUnit’squalifyingcapacity).

4.5 AlternateCapacityandReplacementUnits
(a) IfSellerisunabletoprovidethefullContractQuantityforanyShowingMonthfor any reason, including,withoutlimitation, dueto oneofthe reasons specifiedin Section 4.4,orSeller desirestoprovidetheContractQuantityfor anyShowing MonthfromadifferentgeneratingunitotherthantheUnit,thenSellermay,atno cost to Buyer, provide Buyer with Alternate Capacity from one or more ReplacementUnits,withthetotalamountofProductprovidedtoBuyerfromthe UnitandReplacementUnitsuptoanamountequaltotheContractQuantityfor theapplicableShowingMonth;providedthatineachcase,SellershallnotifyBuyer of its intent (i) notto provide or (ii)to provideAlternative Capacity and identify Replacement Units meeting the above requirements no later than fifteen (15) BusinessDaysbeforethatShowingMonth’sapplicabledeadlinesforBuyer’sRAR Showings,LARShowings,and/orFCRShowings. IfSellernotifiesBuyerinwriting astotheparticularReplacementUnitsandsuchUnitsmeettherequirementsof thisSection4.5,thensuchReplacementUnitsshallbeautomaticallydeemeda UnitforpurposesofthisConfirmationforthatShowingMonth.
(b) WithrespecttoaContingentFirmRAProduct,ifSellerdoesnotprovideAlternate CapacityinanamountequaltotheContractQuantityforthatShowingMonth,then Buyermay, but shall not be requiredto, purchase replacementProduct. Seller shallnotbeliablefordamagesand/orrequiredtoindemnifyBuyerforpenaltiesor finespursuanttothetermsofSections4.7and4.8hereofifthefailuretodeliver thefullContractQuantityisduetoForceMajeure, anyPlannedOutage or any reductionoftheRACapacityofanyUnit(asprovidedinSection4.4)andSeller DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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4.6 DeliveryofProduct
SellershallprovideBuyerwiththeDesignatedRACapacityofProductforeachShowingMonthconsistent withthefollowing:
(a) Sellershall,onatimelybasis,submit,orcausetheUnit’sSCtosubmit,Supply PlanstoidentifyandconfirmtheDesignatedRACapacityprovidedtoBuyerfor eachShowingMonthsothatthetotalamountofDesignatedRACapacityidentified and confirmed for such Showing Month equals the Designated RA Capacity, unlessspecificallyrequestednottodosobyBuyer.
(b) SellershallcausetheUnit’sSchedulingCoordinatortosubmitwrittennotification to Buyer, no later than fifteen (15) Business Days before the applicable RAR Showings, LAR Showings and/or FCR Showings deadlines for each Showing Month, that Buyer will be credited with the Designated RA Capacity for such Showing Month in the Unit’s Scheduling Coordinator Supply Plan so that the Designated RA Capacity credited equalsthe Designated RA Capacityfor such ShowingMonth.

4.7 DamagesforFailuretoProvideDesignatedRACapacity
IfSellerfailstoprovideBuyerwiththeDesignatedRACapacityofProductforanyShowingMonthandsuch failureisnotexcusedunderthetermsofthisConfirmation,thenthefollowingshallapply:
(a) Buyermay,butshallnotberequiredto,replaceanyportionoftheDesignatedRA CapacitynotprovidedbySellerwithcapacityhavingequivalentRARAttributes, LARAttributesand/orFCRAttributesastheDesignatedRACapacitynotprovided bySeller,provided,that,ifanyportionoftheDesignatedRACapacitythatBuyer is seekingto replace isDesignatedRACapacityhavingRARAttributes andno LARAttributes(suchcapacityshallalsoincludeFCRAttributesifthisisaFlexible CapacityProduct)andnosuchRARcapacityisavailable,thenBuyermayreplace such portion of the Designated RA Capacity with other capacity having RAR Attributes and LAR Attributes (as well as FCR Attributes if this is a Flexible CapacityProduct) (“ReplacementCapacity”). SuchReplacementCapacitymay be provided by CAISO to Buyer pursuant to the Tariff. Buyer may enter into purchase transactions with one or more parties to replace any portion of DesignatedRACapacitynotprovidedbySeller. Additionally,Buyermayenterinto oneormorearrangementstorepurchaseitsobligationtosellanddelivercapacity toanotherpartyand,totheextentsuchtransactionsaredoneatprevailingmarket prices,sucharrangementsshallbeconsideredequivalenttotheprocurementof Replacement Capacity. Buyer shall use commercially reasonable efforts to minimizedamageswhenprocuringanyReplacementCapacity.
(b) Seller shall pay to Buyer at the time set forth in Section 4.1 of the Master Agreement,thefollowingdamagesinlieuofdamagesspecifiedinSection4.1of theMasterAgreement:anamountequaltothepositivedifference,ifany,between (i)thesumof(A)theactualcostpaidbyBuyerforanyReplacementCapacity,plus (B) each Capacity Replacement Price times the amount of the Designated RA CapacityneitherprovidedbySellernorpurchasedbyBuyerpursuanttoSection

4.7(a),and(ii)theDesignatedRACapacitynotprovidedfortheapplicableShowing MonthtimestheContractPriceforthatmonth. IfSellerfailstopaythesedamages, then Buyer may offset those damages owed it against any futureamountsit DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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11 O:\Confirmations\RA&LARDeals\SiliconValleyCleanEnergyAuthority\4050878_PhysRACapacity_SVCE_12.16.2024.docx mayowetoSellerunderthisConfirmationpursuanttoArticleSixofthe Master Agreement.

4.8 IndemnitiesforFailuretoDeliverContractQuantity
Selleragreestoindemnify,defendandholdharmlessBuyerfromanypenalties,finesorcostsassessed againstBuyerbytheCPUCortheCAISOtotheextentnototherwisepaidbySellertoBuyerunderSection

4.7(b),resultingfromanyofthefollowing:
(a) Seller’sfailuretoprovideanyportionoftheDesignatedRACapacity; (b) Seller’sfailuretoprovidenoticeofthenon-availabilityofanyportionofDesignated RACapacityasrequiredunderSection4.6;
(c) AUnitSchedulingCoordinator’sfailuretotimelysubmitSupplyPlansthatidentify Buyer’srighttotheDesignatedRACapacitypurchasedhereunder;or (d) A Unit Scheduling Coordinator’s failure to submit accurate Supply Plans that identifyBuyer’srighttotheDesignatedRACapacitypurchasedhereunder.

With respect to the foregoing, the Parties shall use commercially reasonable efforts to minimize such penalties,finesandcosts;provided,thatinnoeventshallBuyerberequiredtouseorchangeitsutilization ofitsownedorcontrolledassetsormarketpositionstominimizethesepenaltiesandfines. IfSellerfailsto paytheforegoingpenalties,finesorcosts,orfailstoreimburseBuyerforthosepenalties,finesorcosts, thenBuyermayoffsetthosepenalties,finesorcostsagainstanyfutureamountsitmayowetoSellerunder thisConfirmation.

4.9 MonthlyRACapacityPayment
In accordance with the terms of Article Six of the Master Agreement, Buyer shallmake a Monthly RA Capacity Payment to Seller for each Unit, in arrears after theapplicable Showing Month. Each Unit's MonthlyRACapacityPaymentshallbeequaltotheproductof(a)theapplicableContractPriceforthat MonthlyDeliveryPeriod,(b)theDesignatedRACapacityfortheMonthlyDeliveryPeriod,and(c)1,000.

ThefinalproductofthisMonthlyRACapacityPaymentcalculationshallberoundedtothenearestpenny (i.e.,twodecimalplaces).

RACAPACITYPRICETABLE
Contract
Year/Month
RACapacityPrice
($/kW-month)

4.10 AllocationofOtherPaymentsandCosts
SellermayretainanyrevenuesitmayreceivefromtheCAISOoranyotherthirdpartywithrespecttoany Unit for (a)start-up, shut-down, and minimum load costs, (b)capacity revenue for ancillary services, (c)energysales, (d)any revenuesforblackstartor reactivepowerservices,or (e)thesaleoftheunit- contingentcallrightsonthegenerationcapacityoftheUnittoprovideenergytoathirdparty,solongas suchrightsdonotconferonsuchthirdpartytherighttoclaimanyportionoftheRACapacitysoldhereunder in order to make an RAR Showing, LAR Showing, FCR Showing, or any similar capacity or resource adequacyshowingwiththeCAISOorCPUC. BuyeracknowledgesandagreesthatallAvailabilityIncentive PaymentsareforthebenefitofSellerandforSeller’saccount,andthatSellershallreceive,retain,orbe entitledtoreceiveallcredits,payments,andrevenues,ifany,resultingfromSellerachievingorexceeding DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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12 O:\Confirmations\RA&LARDeals\SiliconValleyCleanEnergyAuthority\4050878_PhysRACapacity_SVCE_12.16.2024.docx Availability Standards. The Parties acknowledge and agree that any Non-Availability Charges are the responsibilityofSeller,andforSeller’saccountandSeller shallbe responsibleforallfees, charges,or penalties,ifany, resultingfromSellerfailingtoachieveAvailabilityStandards. However,Buyershallbe entitledtoreceiveandretainallrevenuesassociatedwiththeDesignatedRACapacityofanyUnitduring theDeliveryPeriod(includinganycapacityoravailabilityrevenuesfromReliabilityMustRunAgreements foranyUnit,ReliabilityCompensationServicesTariff,andResidualUnitCommitmentcapacitypayments, butexcludingpaymentsdescribedinclauses(a)through(c)above). InaccordancewithSection4.9ofthis ConfirmationandArticleSixoftheMasterAgreement,allsuchrevenuesreceivedbySeller,oraUnit’sSC, owner,oroperatorshallberemittedtoBuyer,andSellershallindemnifyBuyerforanysuchrevenuesthat Buyerdoesnotreceive,andSellershallpaysuchrevenuestoBuyeriftheUnit’sSC,owner,oroperator failstoremitthoserevenuestoBuyer. IfSellerfailstopaysuchrevenuestoBuyer,Buyermayoffsetany amountsowingtoitforsuchrevenuespursuanttoArticleSixoftheMasterAgreementagainstanyfuture amountsitmayowetoSellerunderthisConfirmation.Ifacentralizedcapacitymarketdevelopswithinthe CAISOregion,Buyerwillhaveexclusiverightstooffer,bid,orotherwisesubmitDesignatedRACapacity andtoretainandreceiveanyrelatedrevenuesprovidedtoBuyerpursuanttothisConfirmationforre-sale insuchmarket,providedsuchre-saledoesnotincreaseSeller’sobligationsorliabilitieshereunder.

5.CAISOOFFERREQUIREMENTS
DuringtheDeliveryPeriod,excepttotheextentanyUnitisinanOutage,orisaffectedbyaneventofForce MajeurethatresultsinapartialorfullOutageofthatUnit,SellershalleitherscheduleorcausetheUnit’s Scheduling Coordinatorto schedulewith, ormake availableto, the CAISO each Unit’s Designated RA CapacityincompliancewiththeTariff,andshallperformall,orcausetheUnit’sSchedulingCoordinator, owner,oroperator,asapplicable,toperformallobligationsundertheTariffthatareassociatedwiththe saleofDesignatedRACapacityhereunder. BuyershallhavenoliabilityforthefailureofSellerorthefailure ofanyUnit’sSchedulingCoordinator,owner,oroperatortocomplywithsuchTariffprovisions,including anypenaltiesorfinesimposedonSellerortheUnit’sSchedulingCoordinator,owner,oroperatorforsuch noncompliance.

6.RESERVED

7.OTHERBUYERANDSELLERCOVENANTS

7.1. BuyerandSellershall,throughouttheDeliveryPeriod,takeallcommerciallyreasonableactions andexecuteanyandalldocumentsorinstrumentsreasonablynecessarytoensureBuyer'sright to the use of the Contract Quantity for the sole benefit of Buyer's RAR, LAR and/or FCR, as applicable. Suchcommerciallyreasonableactions(neitherPartyshallberequiredtospendmore than $10,000 in total under the Agreement in support of such actions) shall include, 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 GovernmentalBody responsibleforadministeringRAR,LARand/orFCR under ApplicableLaws,to certifyorqualifytheContractQuantityasRACapacity and DesignatedRACapacity. Suchactionsshallinclude,withoutlimitation,providing informationrequestedbytheCAISO,theCPUC,orbyanLRAhavingjurisdiction, to demonstrate for each month of the Delivery Period the ability to deliver the ContractQuantityfromeachUnittotheCAISOControlledGridfortheminimum hoursrequiredtoqualifyasRACapacity,andprovidinginformationrequestedby the CPUC, the CAISO or other Governmental Body having jurisdiction to administerRAR,LARorFCRtodemonstratethattheContractQuantitycanbe delivered to the CAISO Controlled Grid, pursuant to “deliverability” standards established by the CAISO, or other Governmental Body having jurisdiction to administerRAR,LARand/orFCR;and
(b) Negotiating in good faith to make necessary amendments, if any, to this ConfirmationtoconformthisTransactiontosubsequentclarifications,revisions,or DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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13 O:\Confirmations\RA&LARDeals\SiliconValleyCleanEnergyAuthority\4050878_PhysRACapacity_SVCE_12.16.2024.docx decisions rendered by the CPUC, CAISO, FERC, or other Governmental Body havingjurisdictiontoadministerRAR,LARandFCR,soastomaintainthebenefits ofthebargainstruckbythePartiesontheConfirmationEffectiveDate.

7.2 Sellerrepresents,warrantsandcovenantstoBuyerthat,throughouttheDeliveryPeriod:
(a) Seller owns or has the exclusive right to the RA Capacity sold under this Confirmation from each Unit, and shall furnish Buyer, CAISO, CPUC or other jurisdictional LRA, or other Governmental Body with such evidence as may reasonablyberequestedtodemonstratesuchownershiporexclusiveright; (b) NoportionoftheContractQuantityhasbeencommittedbySellertoanythirdparty in order to satisfy RAR, LAR, FCR or such analogous capacity obligations in CAISOmarkets,otherthanpursuanttoaReliabilityMustRunAgreementbetween theCAISOandeitherSellerortheUnit’sowneroroperator;
(c) NoportionoftheContractQuantityhasbeencommittedbySellerinordertosatisfy RAR,LAR,FCR,oranalogouscapacityobligationsinanynon-CAISOmarket; (d) EachUnitisconnectedtotheCAISOControlledGrid,iswithintheCAISOControl Area,orisunderthecontrolofCAISO;
(e) TheowneroroperatorofeachUnitisobligatedtomaintainandoperateeachUnit usingGoodUtilityPracticeand,ifapplicable,GeneralOrder167asoutlinedbythe CPUCintheEnforcementofMaintenanceandOperationStandardsforElectric Generating Facilities Adopted May 6, 2004, and is obligated to abide by all ApplicableLawsinoperatingsuchUnit;provided,thattheowneroroperatorofany Unitisnotrequiredtoundertakecapitalimprovements,facilityenhancements,or theconstructionofnewfacilities;
(f) TheowneroroperatorofeachUnitisobligatedtocomplywithApplicableLaws, includingtheTariff,relatingtoRACapacityand,asapplicable,RAR,LARand/or FCR;
(g) IfSelleristheownerofanyUnit,therespectivecumulativesumsofLARAttributes, RARAttributes,andFCRAttributesthatSellerhassold,assignedortransferred foranyUnitdoesnotexceedthatUnit’sRACapacity;
(h) WithrespecttotheRACapacityprovidedunderthisConfirmation,Sellershall,and eachUnit’sSCisobligatedto,complywithApplicableLaws,includingtheTariff, relatingtoRACapacity,andRAR,LARandFCR;
(i) SellerhasnotifiedtheSCofeachUnitthatSellerhastransferredtheDesignated RA Capacity to Buyer, and the SC is obligated to deliver the Supply Plans in accordancewiththeTariff;
(j) SellerhasnotifiedtheSCofeachUnitthatSellerisobligatedtocauseeachUnit’s SCto providetotheBuyer, atleastfive (5)BusinessDays beforethe relevant deadline for each RAR Showing, LAR Showing, and/or FCR Showing, as applicable,theDesignatedRACapacityofeachUnitthatistobesubmittedinthe SupplyPlanassociatedwiththisAgreementfortheapplicableperiod;and (k) SellerhasnotifiedeachUnit’sSCthatBuyerisentitledtotherevenuessetforthin Section 4.10 ofthis Confirmation, and suchSC is obligatedtopromptly deliver those revenues to Buyer, along with appropriate documentation supporting the amountofthoserevenues.

8.CONFIDENTIALITY
DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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14 O:\Confirmations\RA&LARDeals\SiliconValleyCleanEnergyAuthority\4050878_PhysRACapacity_SVCE_12.16.2024.docx Notwithstanding Section 10.11 of the Master Agreement, the Parties agree that Buyer may disclose informationregardingthisTransactiontoanyGovernmentalBody,theCPUC,theCAISOoranyLRAhaving jurisdictioninordertosupportitsLARShowings,RARShowings,and/orFCRShowings,asapplicable,and SellermaydiscloseinformationregardingthisTransactiontotheSCofeachUnitinorderforsuchSCto timely submit accurate Supply Plans. Buyer may disclose information related to this Transaction to a SubsequentBuyer.

9.BUYER’SRE-SALEOFPRODUCT
(a) Buyermay re-sellalloraportionoftheProducthereunder;provided,however,thatany suchre-saledoesnotincreaseSeller’sobligationsorliabilitieshereunder. Sellerwill,or willcausetheUnit’sSC,tofollowBuyer’sinstructionswithrespecttoprovidingsuchresold ProducttoSubsequentBuyers,totheextentsuchinstructionsareconsistentwithSeller’s obligationsunderthisConfirmation. Sellerwill,andwillcausetheUnit’sSC,totakeall 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 withBuyer’s rights underthis Confirmation. IfBuyer incurs any liabilityto a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation,SellerwillbeliabletoBuyerforthesameamountsSellerwouldhaveowed BuyerunderthisConfirmationifBuyerhadnotresoldtheProduct. (b) BuyerwillnotifySellerinwritingofany resaleofProductandtheSubsequentBuyerno laterthantwo(2)BusinessDaysbeforetheNotificationDeadlinefortheShowingMonth.

BuyerwillnotifySellerofanysubsequentchangesorfurtherresalesnolaterthantwo(2) BusinessDaysbeforetheNotificationDeadlinefortheShowingMonth.

10. MARKETBASEDRATEAUTHORITY
Selleragrees,inaccordancewithFederalEnergyRegulatoryCommission(FERC)OrderNo.697,to,upon requestofBuyer,submitaletterofconcurrenceinsupportofanyaffirmativestatementbyBuyerthatthis contractualarrangementdoesnottransfer“ownershiporcontrolofgenerationcapacity”fromSellertoBuyer astheterm “ownershipor controlofgenerationcapacity” isusedin18CFRSection35.42. Selleralso agreesthatitwillnot,infilings,ifany,madesubjecttoOrderNos.652and697,claimthatthiscontractual arrangementconveysownershiporcontrolofgenerationcapacityfromSellertoBuyer.

11. COLLATERALREQUIREMENTS
NotwithstandinganythinghereinorintheMasterAgreementtothecontrary,PerformanceAssuranceshall notberequiredfromeitherPartyinconnectionwiththisTransaction.

12. COUNTERPARTS
ThisConfirmationmaybesignedinanynumberofcounterpartswiththesameeffectasifthesignaturesto thecounterpartswereuponasingleinstrument. ThePartiesmayrelyonelectronic,facsimileorscanned signaturesasoriginalsunderthisConfirmation. DeliveryofanexecutedsignaturepageofthisConfirmation byfacsimileorelectronicmailtransmission(includingPDF)shallbethesameasdeliveryofamanually executedsignaturepage.

13.ENTIREAGREEMENT;NOORALAGREEMENTSORMODIFICATIONS
ThisConfirmation setsforththetermsoftheTransactionintowhichtheParties haveenteredand shall constitutetheentireagreementbetweenthePartiesrelatingtothecontemplatedpurchaseandsaleofthe Product. NotwithstandinganyotherprovisionoftheAgreement,thisTransactionmaybeconfirmedonly throughwritingexecutedbybothParties,andnoamendmentormodificationtothisTransactionshallbe enforceableexceptthroughawritingexecutedbybothParties.
[SIGNATUREPAGEFOLLOWS]
DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A Calpine
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ACKNOWLEDGEDANDAGREEDTOASOFTHECONFIRMATIONEFFECTIVEDATE CalpineEnergyServices,L.P. SiliconValleyCleanEnergyAuthority, aCaliforniajointpowersauthority
By:

Name:WilliamStokes
Title:VicePresident
Date:December16,2024
By:

Name:_________________________
Title:___________________________
Date:____________________________
DocusignEnvelopeID:DDC11340-627D-4BA3-BCAA-96F2D49DC08A 12/18/2024
CEO
MonicaPadilla
DocusignEnvelopeID:F9ABC256-D6AE-42A9-A84C-5F01FF89A684 Appendix A
Calpine
< 5Pa0LLP0l-5JeZ9 0
z pauBignooa :Xq
1 CONFIRMATION LETTER

BETWEEN
MORGAN STANLEY CAPITAL GROUP INC.

AND

SILICON VALLEY CLEAN ENERGY AUTHORITY
This confirmation letter (“Confirmation”) confirms the Transaction between Morgan Stanley Capital Group Inc., a Delaware corporation, (“Morgan Stanley” or “Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE” or “Buyer”), each individually a “Party” and together the “Parties,” the last dated signature on the signature page hereto (the “Confirmation Effective Date”) in which Seller agrees to deliver the Product for sale to Buyer on the terms set forth in this Confirmation. This Transaction is governed by the EEI Master Power Purchase and Sale Agreement dated November 23, 2016, as amended by that First Amendment to Master Power Purchase and Sale Agreement dated June 1, 2021, together with any and all exhibits, schedules or supplements thereto or incorporated therein by reference, each in force and effect from time to time between the Parties (collectively, the “Master Agreement”), as amended and supplemented by this Confirmation, under the following terms and conditions. The definitions and provisions contained in this Confirmation, the Master Agreement, the RA Requirements (as defined herein), and in the tariffs and/or protocols of the California Independent System Operator (“CAISO”) as amended from time to time (the “CAISO Tariff” or the “Tariff”), shall apply to this Confirmation and are incorporated by reference; provided that, to the extent that this Confirmation is inconsistent with any provision of the Master Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder. Consistent with Section 2.2 of the Master Agreement, this Confirmation, together with all other transactions, confirmations and the Master Agreement, form a single integrated agreement between the Parties and are not separate contracts. This Confirmation supersedes and replaces any prior oral or written confirmation or agreement, including broker confirmations, regarding this Transaction.

ARTICLE 1
PRODUCT 1

1.1. Product 1 – Contract Price, Contract Quantity, Delivery Term and Delivery Point (a) Product 1: WSPP Agreement Service Schedule C Firm Energy supplied from a Source set forth in Exhibit A (“Firm Energy”). Product 1 deliveries cannot be curtailed by Seller or Buyer for economic reasons.
(b) Delivery Term: .
(c) Hourly Contract Quantity:
(d) Delivery Point: Firm Energy shall be delivered to Nevada Oregon Border (“NOB”), north to south (“NOB N-S”), which is an Intertie. The Parties may subsequently agree to an alternate Delivery Point in writing, provided a transmission path is specified to such other Delivery Point and such other Delivery Point is an Intertie. (e) Delivery Profile: For each day of the Delivery Term, excluding Sundays and NERC Holidays, Seller shall deliver to Buyer the Firm Energy in the Hourly Contract Quantity consistent with the Delivery Profile applicable to such day as set forth in the table in Section

1.1(f) (“Table 1.1(f)”) (the “Minimum Monthly Delivery Quantity”). (f) Firm Energy Hourly Contract Quantity and Delivery Profile

Appendix A MSCG
2 (g) Contract Price: The Contract Price is an aggregation of three components, as further described in Section 1.2(c).
(h) Passage of Title: Seller represents and warrants that Seller holds the rights to Product 1 free and clear of all liens and encumbrances, and Seller agrees that all Product delivered to Buyer pursuant to this Confirmation shall be free and clear of all liens and encumbrances subject to the terms and conditions contained herein. As set forth in Section 10.3 of the Master Agreement, title and reporting rights and obligations arising under the PSD Regulations related to the Firm Energy shall pass from Seller to Buyer at the Delivery Point. Reporting rights and obligations arising under the Cap and Trade Regulations, including the Compliance Obligations (as defined in the Cap and Trade Regulations) (“CTR Rights”), shall be subject to Section 3.4.
(i) Transmission and Agreed Transmission Path: Under this Confirmation and pursuant to Section 10 of the WSPP Agreement, the agreed transmission path for deliveries to the Delivery Point will be from the Source (as listed in Exhibit A) to Big Eddy and Big Eddy to NOB (each, an “Agreed Transmission Path”).

For the purposes of Section 10 of the WSPP Agreement, “firm transmission” means Firm Transmission (as defined herein).

For the purposes of the Cap and Trade Regulations, the foregoing agreed upon transmission path shall constitute a “continuous physical transmission path” which shall provide for “direct delivery of electricity” (as such terms are defined in the Cap and Trade Regulations).
(j) Seller Delivery Obligation. Seller shall deliver Firm Energy in the amount of the Hourly Contract Quantity from Source into the CAISO on behalf of Buyer without substituting electricity from another source, as evidenced by e-Tags, or such other format acceptable to Buyer. Deliveries shall be measured for each hour that the Firm Energy is delivered to the CAISO but shall not exceed the lesser of corresponding amounts shown on the e-Tags or meter data from the Source.
(k) Reporting Requirements. Seller shall provide Buyer with all necessary documentation required to support and verify that delivery requirements have been met according to the PSD Regulations, including but not limited to documentation that any Firm Energy which is carbon free is traceable to a specific generating facility.

1.2. Special Conditions

Month of
DeliveryTerm
2025 Year of
DeliveryTerm and
Hourly Quantity
(MW)
Delivery Profile
(Hour Endings)
Appendix A MSCG
3 (a) Generally Accepted Utility Practice: All scheduling and tagging shall be in accordance with Generally Accepted Utility Practice.
(b) External Resource: Firm Energy which is carbon free delivered pursuant to this Confirmation will not be sourced from resources internal to the CAISO Balancing Authority Area.
(c) Contract Price Components: The Parties acknowledge that the Contract Price is a per megawatt hour aggregation of the following components:
(i) LMP Index for the Hourly Contract Quantity of Firm Energy delivered at the Delivery Point,
(ii) For each year and month set forth in the “2025 Minimum Monthly Delivery Quantity Hours” table below (the “MMDQ Table”) payable for each hour in the “Hours” column of the MMDQ Table applicable to such year and month in the MMDQ Table, representing the price for the of forward capacity commitment supporting Energy delivery from the Source, converted to $/MWh throughout the Delivery Term (“Capacity Fee”), and (iii) (“Attributes Fee”) for each carbon free attribute other than CTR Rights created with the Firm Energy which is delivered pursuant to this Confirmation (“Carbon Free Attributes”), provided that the Attributes Fee shall only apply to and be payable for the first only of Firm Energy which is carbon free delivered hereunder.

For greater certainty, the Parties hereby acknowledge and agree that, for each calendar month during the Delivery Term, the Capacity Fee and Attributes Fee shall not be due and payable for any Firm Energy in excess of the Minimum Monthly Delivery Quantity Hours delivered during such calendar month. Furthermore, the Parties agree that the Attributes Fee will only be paid for the first of the Delivery Term. The Parties acknowledge and agree that Seller may deliver more Firm Energy than the 2025 Minimum Monthly Delivery Quantity Hours set forth in the MMDQ Table (“Additional Monthly Quantity”) during any calendar month. For any additional monthly quantities, the LMP Index shall be due and payable on the quantity of Product 1 actually delivered pursuant to this Confirmation during each calendar month of the Delivery Term.

2025
Minimum Monthly
Delivery Quantity
Hours
MONTH Hours
Appendix A MSCG
4 Notwithstanding and without limiting Section 4.2 of the Master Agreement, in determining the Sales Price there will be no obligation or requirement to attribute or include a value attributable to the capacity or the Carbon Free Attributes. (d) Additional Seller Representations: Seller represents and warrants to Buyer as follows:
(i) The facilities comprising the Source are each external to the CAISO Balancing Authority Area;
(ii) as of the Confirmation Effective Date, the capacity supporting Energy to be delivered pursuant to this Confirmation is surplus to the expected capacity requirements of the Source’s host balancing authority area and is not committed to another balancing authority area (i.e. no double-counting); (iii) throughout the Delivery Term, Seller will not commit the capacity necessary to support delivery of Firm Energy from the Source to a third party or other balancing authority area;
(iv) the Hourly Contract Quantity of Firm Energy sold to Buyer hereunder has been sold once and only once by Seller;
(v) throughout the Delivery Term, Firm Energy to be delivered hereunder will be delivered to the Delivery Point using Firm Transmission on the last segment immediately preceding the CAISO balancing authority; and (vi) throughout the Delivery Term, Seller’s Firm Energy obligation is and will be supported (backed) each hour by operating reserves (including required contingency reserves and sufficient balancing reserves) in the Source’s host balancing authority area necessary to ensure there is sufficient Energy available for Seller to meet its obligation throughout the applicable operating hour.

For greater certainty, Seller’s performance (and failure to perform) hereunder is and remains subject to the terms of the Product and the Master Agreement.

ARTICLE 2
PRODUCT 2

2.1. Product 2 – Scheduling Coordinator Services
(a) Seller: Morgan Stanley Capital Group Inc.
(b) Buyer: SVCE
(c) Product 2: Scheduling Coordinator Services as described below for Firm Energy to be delivered to Buyer as Product 1.

2.2. Overview
The purpose of Article 2 is for Morgan Stanley to perform the required scheduling coordinator functions for the Firm Energy “resource” (as such term is used by the CPUC in D. 20-06-028).

Although D.20-06-028 required the Buyer to take responsibility for ensuring that energy associated

Appendix A MSCG
5 with an import RA contract is bid into, and delivered to, the CAISO markets, the CPUC’s decision also permitted the Buyer to designate another party to act on its behalf as a Scheduling Coordinator to bid and deliver the energy into the CAISO markets.

Morgan Stanley is a Scheduling Coordinator recognized by CAISO pursuant to the CAISO Tariff and has the requisite experience, skill and capability to perform the scheduling obligations assumed by it in providing the Scheduling Coordinator Services (as defined below). In providing the Scheduling Coordinator Services, Morgan Stanley will perform, and assume all costs, risks and liabilities associated with performing, the scheduling responsibilities defined below for the limited purpose of submitting Bid(s) and physically scheduling and delivering Firm Energy to be delivered to Buyer pursuant to this Confirmation as Product 1 from the Delivery Point to the Sink as required and contemplated by the system resource adequacy requirements of CPUC D.20-06-028 and the system resource adequacy requirements established by CAISO pursuant to the CAISO Tariff.

2.3. Scheduling Coordinator Services
Morgan Stanley agrees to assume the scheduling functions required to schedule and deliver the Firm Energy to be delivered to Buyer as Product 1 at and from the Delivery Point to the Sink, being an Aggregated Pricing Node in the CAISO Balancing Authority Area, as set forth below (“Scheduling Coordinator Services”):
(a) For each hour in which Firm Energy is to be delivered to the Delivery Point, consistent with the Hourly Contract Quantity and Delivery Profile, Morgan Stanley will Bid or Self-Schedule (as such terms are defined in the CAISO Tariff) the Firm Energy into the CAISO Day Ahead Market and Real-Time Market, provided if Morgan Stanley submits Bid(s) (other than Self-Schedule) such Bid(s) for each hour that is an Availability Assessment Hour, Morgan Stanley’s Bid(s) shall be at a price between (“Bidding Requirement”) until the Minimum Monthly Delivery Quantity has been met.
(b) Working with CAISO and Buyer to set up Resource ID (MSCG_NOB_I_F_IMS010) associated with Morgan Stanley’s SCID for purposes of undertaking the services in paragraph (a) above (“RA Resource ID”), which shall be set up as a CAISO system resource;
(c) Submitting a monthly Supply Plan using the RA Resource ID for each month of the Delivery Term on or prior to the deadline in the CAISO Tariff; (d) Undertaking all scheduling and tagging requirements in accordance with Generally Accepted Utility Practice from the Delivery Point to the Sink, including inserting the following in each NERC E-Tag:
(i) Morgan Stanley’s Scheduling Coordinator PSE in the “physical path” at and from the Delivery Point to the Sink,
(ii) Buyer’s PSE in the “market path” at the Delivery Point, (iii) Buyer’s PSE as the last PSE in the “physical path”, (iv) RA Resource ID (MSCG_NOB_I_F_IMS010) in the Misc (Token/Value) field in “physical path” at and from the Delivery Point to the Sink,

Appendix A MSCG
6 (v) A CAISO Aggregated Pricing Node as the Sink; and
(e) performing such other ancillary requirements under the CAISO Tariff to give effect to the foregoing.

A sample NERC E-Tag is attached hereto as Exhibit B for informational purposes. Actual NERC E-Tags generated for deliveries hereunder may vary from the sample attached as Exhibit B due to changes in Source, CAISO or WECC tagging practices or otherwise as required to be consistent with Generally Accepted Utility Practice.

2.4. Seller’s Scheduling Contacts
Phone Fax

2.5. Buyer’s Identifiers
Buyer’s SCID: LSVCE
Buyer’s PSE: LSVCE

2.6. Special Conditions – Product 2
(a) Resource Adequacy Plan: Buyer shall submit (or cause to be submitted) a monthly or, annual Resource Adequacy Plan (“RA Plan”), as applicable, and as required by the CAISO Tariff, that explicitly identifies the Delivery Profile hours as the temporal constraint/limitation and such RA Plan shall otherwise match the Supply Plan submitted by Morgan Stanley.
(b) CAISO Acceptance/Rejection: Morgan Stanley shall be entitled to retain any and all revenues received from (and if prices are negative, liable for all payments to) CAISO as a result of CAISO accepting the Bid(s) (including Self-Schedule(s)) submitted by Morgan Stanley. If, in any hour of the Delivery Term, CAISO rejects the Bid(s) (including Self-Schedule) submitted by Morgan Stanley in the CAISO Day Ahead Market and Real-Time Market, then:
(i) if Morgan Stanley Self-Schedules or Bids in accordance with the Bidding Requirement, the Parties agree to treat such rejection by CAISO as Uncontrollable Force such that each Party shall be excused from their respective obligation to sell and deliver or purchase and receive the Firm Energy for that hour, and (ii) if Morgan Stanley does not Bid in accordance with the Bidding Requirement, the Parties agree to treat such rejection by CAISO as a failure to deliver by Seller, no Capacity Fee shall be due for such hour, and, unless Seller is otherwise excused from its delivery obligations, Buyer shall be entitled to such remedies as are provided hereunder and in the Master Agreement.

Appendix A MSCG
7 ARTICLE 3

GENERAL PROVISIONS

3.1 Uncontrollable Force/Force Majeure
The Parties agree that Product 1 shall be subject to Uncontrollable Force and Product 2 shall be subject to Force Majeure. The Parties agree, for the purposes of Section 10 of the WSPP Agreement, Section 3.3 of the Master Agreement and the definition of Force Majeure, that:
(a) any limitation, interruption or curtailment on the applicable Agreed Transmission Path, at the Delivery Point or from the Delivery Point to Sink by the transmission provider pursuant to the applicable OATT or transmission service contract (including CAISO pursuant to CAISO Tariff), by or at the direction of WECC or any applicable NERC-recognized regional reliability coordinator, including for unscheduled flow mitigation, planned outage(s) and full or partial de-rate(s), whether or not known or anticipated as of the Confirmation Effective Date, will be considered Uncontrollable Force and Force Majeure, (b) a limitation, interruption or curtailment described in paragraph (a) may result in Bid(s), schedule(s) or E-Tag(s) not being submitted or created, as applicable, for one or more hours depending on the timing and circumstances of the qualifying limitation, interruption or curtailment, Generally Accepted Utility Practice and requirements and practices pursuant to CAISO Tariff,
(c) if and to the extent any of the events or circumstances described in paragraphs (a) and (b) above prevents (i) delivery of the Hourly Contract Quantity of Firm Energy from the Source to Sink for any hour(s) of the Delivery Term or (ii) Bid(s), schedule(s) or E-Tag(s) being submitted or created, as applicable, by Morgan Stanley for any hour(s) of the Delivery Term, subject to Section 1.2(c), Morgan Stanley and Buyer shall be relieved of their obligation to sell and deliver or purchase and receive, respectively, the Firm Energy at the Delivery Point for such hour(s) and Morgan Stanley shall be relieved of its Scheduling Coordinator Services obligations for such hour(s), and (d) Morgan Stanley will use commercially reasonable efforts to communicate (verbally or electronically in writing, including via eTags) any limitations, interruptions or curtailments on the Agreed Transmission Path actually known by Morgan Stanley’s pre-scheduler prior to the day-ahead pre-scheduling deadline and advise as to what quantities, if any, of Firm Energy Morgan Stanley is able to deliver to Buyer during the affected hours.

3.2 Monthly Reporting
The Parties acknowledge that in each month of the Delivery Term non-delivery of Energy can reasonably be expected from time to time as a result of, among other things, Uncontrollable Force, Force Majeure (e.g. transmission limitations, interruptions and/or curtailments) and CAISO rejecting Bid(s) meeting the Bid Requirement, including during conditions of oversupply and congestion. For transparency, Buyer will have delivery visibility through inclusion on all NERC E-Tags, and upon request by Buyer, Seller will provide a monthly report that includes a lessor of analysis showing eTags, and meter readings from the Source.

Appendix A MSCG
8 3.3 Electricity Importer
As a result of the provision of Scheduling Coordinator Services, Morgan Stanley will be the electricity importer into California for purposes of the Cap and Trade Regulations for the Firm Energy delivered pursuant to this Confirmation. The Parties acknowledge that Morgan Stanley will be responsible for satisfying any Compliance Obligation (as defined in the Cap and Trade Regulations) associated with the Energy that is scheduled and imported into California pursuant to this Confirmation.

3.4 Confidentiality
Notwithstanding anything to the contrary in Section 10.11 of the Master Agreement, the Parties agree that either Party may disclose a copy of this Confirmation to a Governmental Authority if required or if requested by such Governmental Authority or for the purposes set forth in Section

3.5(b), provided such Party shall redact commercial terms (e.g. Contract Price) prior to disclosure or disclose the Confirmation confidentially to the Governmental Authority unless redactions or confidential treatment is not permitted by the Governmental Authority. Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.).

3.5 RA Requirements / Change in Law
(a) The Parties acknowledge that Buyer has entered into this Transaction to, among other things, use Product 1 toward meeting its RA Requirements under the Slice of Day program.

Buyer acknowledges that Seller makes no representation or warranty that Product 1 as procured by Buyer will be eligible for or can be used or counted toward Buyer’s resource adequacy obligations pursuant to the RA Requirements.
(b) The Parties agree that either or both Parties may provide a copy of this Confirmation to the CPUC confidentially prior to the time required for Buyer’s compliance filings to obtain the CPUC’s guidance or advice as to the eligibility of Product 1 for meeting the RA Requirements, provided if Seller provides a copy it shall redact or exclude Buyer’s name. (c) It is Buyer’s sole responsibility to ensure it has obtained sufficient intertie import capability for the Delivery Term at the Delivery Point such that it may use Product 1 toward its RA Requirements.
(d) If there is a Change in Law that (i) materially adversely changes or affects a Party’s obligations hereunder or (ii) results in Buyer being unable to use Product 1 to meet its RA Requirements, the Parties shall work in good faith to try and revise this Confirmation, which may include changes to commercial terms, to appropriately address the material adverse change or effect or permit Buyer to be able to use Product 1 toward its RA Requirements. In the event the Parties cannot reach agreement on any such amendments to this Confirmation within 30 days’ written notice from one Party following the Change in Law (“Negotiation Period”), then either Party may terminate this Confirmation within thirty (30) days after the Negotiation Period upon written notice to the other Party, which, subject to Section 3.7, shall be effective the next Business Day after such notice is received.

Any termination in accordance with this paragraph shall be without liability of either Party to the other from the termination date as a result of such termination, provided for greater certainty each Party shall remain liable for any payments arising from performance (and non-performance) up to and including the termination date. Termination of this

Appendix A MSCG
9 Confirmation pursuant to this paragraph shall not result in termination (or give rise to a right of termination) of any other transactions between the Parties provided that if multiple transactions between the Parties are similarly affected by the Change in Law the terminating Party must concurrently terminate all such transactions unless the other Party otherwise agrees.

3.6 Seller Indemnification / Termination
To the extent Seller fails to fulfill its obligations under this Confirmation and such failure is not excused under the terms of either Product, this Confirmation or the Master Agreement or caused by a failure to perform by Buyer, then Seller agrees to indemnify Buyer for any monetary penalties directly resulting from Seller’s nonperformance hereunder as assessed against Buyer by the CPUC pursuant to the RA Requirements, but only to the extent such penalties being assessed could not be avoided by Buyer following notice from Seller of its nonperformance; and (a) in addition to Buyer’s other remedies hereunder, if such failure meets all the criteria for a RA Termination Event, Buyer may terminate this Confirmation upon written notice to Seller, provided such notice is provided no later than two (2) Business Days after such RA Termination Event having occurred. If timely termination notice is provided to Seller, subject to Section 3.7, termination shall be effective the next Business Day after such notice is received. Any termination in accordance with this paragraph shall be without liability of either Party to the other on the termination date as a result of such termination, provided for greater certainty each Party shall remain liable for any payments arising from performance (and non-performance) up to and including the termination date. Termination of this Confirmation pursuant to this paragraph shall not result in termination (or give rise to a right of termination) of any other transactions between the Parties.

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

3.7 Survival
To the extent this Confirmation is terminated by either Party as provided in Section 3.5 or 3.6 and Morgan Stanley, in performing its obligations hereunder, has submitted a monthly Supply Plan or has other binding obligations or commitments to CAISO that cannot be rescinded without Morgan Stanley incurring penalties or other charges, all applicable terms, conditions and provisions of this Confirmation shall survive termination until all binding obligations or commitments to CAISO as at the effective date of such termination have been fully performed, including, without limiting the generality of the foregoing, the purchase and sale of Firm Energy. For greater certainty, neither Party will make any further binding commitments to CAISO (e.g. no filing of monthly RA Plans or Supply Plans) after the effective date of termination.

3.8 Relationship of the Parties
The Parties are independent contractors, and will not be deemed to be partners, joint venturers or agents of each other for any purpose. Nothing contained in this Confirmation will be construed to

Appendix A MSCG
10 create a partnership, joint venture, agency or other relationship that may invoke fiduciary obligations between the Parties.
[Signatures appear on the following page.]

Appendix A MSCG
Acknowledged and agreed to as of the Confirmation Effective Date.

MORGAN STANLEY CAPITAL GROUP
INC.

Sign:

Print:

Title:

Date: _______________________________

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
Sign:

Print:

Title:

Date:________________________________

Katie Martin
Vice President
19 December 2024
Appendix A MSCG
x DocuSigned by:
— 573FC104110B4C0 ..

Exhibit A - 1

EXHIBIT A
SOURCE
In any delivery hour, the Firm Energy will be generated by any one or more of the following large hydro generating facilities listed below (in aggregate, the “Source”).

Appendix A MSCG
Facility Name Technology Location CARBID EIAID
WanapimDam Largehydroelectric WashingtonState 500054 3888 Priest RapidsDam Largehydroelectric WashingtonState 500054 3887 RockislandDam Largehydroelectric WashingtonState 500003 6200 RockyReachDam Largehydroelectric WashingtonState 500055 3883 BoundaryDam Largehydroelectric WashingtonState 500043 6433 LuckyPeak Dam Largehydroelectric IdahoState 500046 10014 Wells Largehydroelectric WashingtonState 500237 3886
Kerr(Seii'SKsanka
Qlisp£)Dam
Largehydroelectric Montana State 500014 2188
Exhibit B - 1

EXHIBIT B

SAMPLE NERC E-TAG

Appendix A MSCG
Market Path [ft]
PSE Product Contract Mise Info
MSCG01 G-F Yes
LSVCE L No
Physical Path S
BA TSP MO PSE POR POD Sched Entities Contract Misc Info Loss GCPD MSCG01 Source: MSCG.GCPD No
BPAT MSCG01 BPATGCPD BigEddy BPAT No
BPAT MSCG01 BigEddy NOB BPAT No
CISO CISO MSCG01 NOB SYLMAR LDWP No
CISO CISO MSCG01 SYLMAR SP15 CISO Yes
CISO CISO LSVCE Sink: SP15 No
TSP Owner Product OASIS NITS Resource Mise Info
BPAT(t) MSCG01 7-F 10031 No
BPAT (2) MSCG01 7-F 10031 No
CISO(1) MSCG01 7-F MSCG_NOB_I_F_IMS010 No
CISO (2) MSCG01 7-F MSCG_NOB_I_F_IMS010 No
Exhibit C - 1

EXHIBIT C

DEFINITIONS
Capitalized terms not otherwise defined herein that are defined in the CAISO Tariff shall have the meanings ascribed thereto in the CAISO Tariff.
“AAH” or “Availability Assessment Hours” means the five consecutive hour period pre-defined by CAISO pursuant to the CAISO Tariff as the Availability Assessment Hours for resources providing system resource adequacy for the applicable month of the Delivery Term. The Parties acknowledge that, as of the Confirmation Effective Date, CAISO has determined the Availability Assessment Hours for resources providing system resource adequacy for the applicable months of the Delivery Term are hour ending (“HE”) 1700 through HE 2100 (i.e., 5 consecutive hours per day between 4 PM - 9 PM), Monday through Saturday (6 days per week), excluding NERC holidays.
“Applicable Program” means the Cap and Trade Regulations or the PSD Regulations. “Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively). “CARB” means the California Air Resources Bureau of the California Environmental Protection Agency. “Firm Energy” shall have the meaning set forth in Section 1.1(a). “CAISO Tariff” means the FERC-approved electric tariff of the California Independent System Operator Corporation (“CAISO”) and any current applicable CAISO-published Operating Procedures and Business Practice Manuals, in each case as amended or supplemented from time to time. “Change in Law” means any changes, revisions, additions or clarifications to or of (i) the RA Requirements by the CPUC, or (ii) the CAISO Tariff by CAISO, including CAISO changing the five consecutive hour period for the Availability Assessment Hours for any month of the Delivery Term occurring after the Confirmation Effective Date.
“CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the RA Requirements.
“Firm Transmission” means NERC Transmission Service Reservation Priority 7-F (firm point-to-point transmission), and includes conditional firm point-to-point transmission. “Flat” means all Off-Peak and On-Peak hours (24x7).
“Generally Accepted Utility Practice” means a practice established by the Western Electricity Coordinating Council (“WECC”) or any successor regional reliability council, as such practice may be revised from time to time, or if no practice is so established, means a practice otherwise generally accepted in the WECC region.
“Governmental Authority” means any national, state, provincial or local government, any political subdivision thereof, or any other governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, or entity with authority over a Party or the

Appendix A MSCG
Exhibit C - 2
subject matter of this Agreement, and includes, without limitation, the Federal Energy Regulatory Commission (“FERC”) and California Public Utilities Commission (“CPUC”). “LMP Index” means, for any day of delivery, the day-ahead hourly Locational Marginal Price (“LMP”) at TH_NP15_GEN-APND (or any successor Aggregated Pricing Node for NP 15) (“NP 15 Trading Hub”) for the applicable hours of delivery as published by the CAISO. In the event the CAISO fails to publish the LMP for the NP 15 Trading Hub, such failure shall be addressed by the Parties in a manner consistent with the Master Agreement provisions applicable to Market Disruption Events. In the event the CAISO subsequently corrects the LMP for the NP15 Trading Hub, such correction shall be addressed by the Parties in a manner consistent with the Master Agreement provisions applicable to price corrections.

Notwithstanding any other provision of this Confirmation or the Master Agreement, the LMP Index shall not be revised as a result of a correction to the LMP for the NP 15 Trading Hub made any time after 6 months from the end of the Delivery Term.
“NERC Holiday” means any day designated as a holiday by NERC. “Off-Peak” means HE 0100 through HE 0600 and HE 2300 through HE 2400 PPT and all hours on (i) Sundays or (ii) any NERC Holiday.
“On-Peak” means HE 0700 through HE 2200 (16 hours per day) PPT, Monday through Saturday (6 days per week), excluding NERC Holidays.
“PSD Regulations” means the Power Source Disclosure Program regulations (California Code of Regulations Title 20, Division 2, Chapter 3, Article 5, Sections 1390 through 1394). “RA Requirements” means the resource adequacy requirements established for CPUC jurisdictional load serving entities by the CPUC pursuant to the CPUC’s currently effective or future decisions, resolutions, or rulings related to resource adequacy as applicable only to system resource adequacy and the availability, eligibility and use of non-resource specific imports for system resource adequacy. “RA Termination Event” means, for any Availability Assessment Hour in the Delivery Term, (i) Seller fails to (x) satisfy the Bidding Requirement and(y) deliver the Firm Energy to the Delivery Point, and such failure is not excused pursuant to the terms hereof, and (ii) such unexcused failure by Seller causes the Buyer to not (or no longer) be able to count Product 1 toward its RA Requirements. “Scheduling Coordinator” has the meaning given in the CAISO Tariff. “Self-Schedule” has the meaning given in the CAISO Tariff. “Sink” means the final point of delivery for the energy, which shall be a point within the CAISO Balancing Authority Area.
“Specified Source Facility” means a power source registered by an electric power entity with CARB that is intended to be claimed in an Emissions Data Report pursuant to section 95111(g)(1) of the Regulation for the Mandatory Reporting of Greenhouse Gas Emissions in the state of California.

Appendix A MSCG
1 NON-RESOURCE SPECIFIC IMPORT RESOURCE ADEQUACY

CONFIRMATION LETTER
This confirmation letter (“Confirmation”) confirms the Transaction between Altop Energy Trading LLC (“Seller”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Purchaser”, together with Seller, the “Parties” and each individually, a “Party”), dated as of the last dated signature on the signature page hereto (the “Effective Date”) in which Seller agrees to provide to Purchaser the right to the Product (the “Transaction”). This Transaction is governed by the terms and conditions of the Western Systems Power Pool Agreement effective September 11, 2023, together with any and all exhibits, schedules or supplements thereto or incorporated therein by reference, as amended or modified, each in force and effect from time to time between the Parties (collectively, the “WSPP Agreement”), as amended and supplemented by this Confirmation, under the following terms and conditions. The definitions and provisions contained in this Confirmation, the WSPP Agreement, the RA Requirements (as defined herein) and in the tariffs and/or protocols of the California Independent System Operator Corporation as amended from time to time (the “CAISO Tariff” or the “Tariff”), shall apply to this Confirmation and are incorporated by reference; provided that, to the extent that this Confirmation is inconsistent with any provision of the WSPP Agreement, this Confirmation shall govern the rights and obligations of the Parties hereunder.

Consistent with Sections 32 and 35 of the WSPP Agreement, this Confirmation, together with all other transactions, confirmations (as defined in the WSPP Agreement) and the WSPP Agreement, form a single integrated agreement between the Parties and are not separate contracts. This Confirmation supersedes and replaces any prior oral or written confirmation or agreement, including broker confirmations, regarding this Transaction.

ARTICLE 1
PRODUCT 1

1.1. Product 1 – Contract Price, Hourly Contract Quantity, Delivery Term and Delivery Point (a) Product 1: WSPP Agreement Schedule C Firm Energy (“Firm Energy”). Product 1 cannot be curtailed by Seller or Purchaser for economic reasons. (b) Delivery Term: .
(c) Hourly Contract Quantity:
(d) Delivery Point: PALOVERDE500, which maps to the CAISO Branch Group PALOVERDE_ITC where Purchaser holds Import Capability. The Delivery Point is firm and may not be modified without the consent of Purchaser (i.e., the Delivery Point is not Seller’s choice).
(e) Delivery Profile: The consecutive 5-hour period conforming to the Availability Assessment Hours applicable to the Delivery Term. As of the Effective Date, this means hours ending (“HE”) 1700 through HE 2100 (5 hours per day), Monday through Saturday (6 days per week), excluding NERC holidays.
(f) Contract Price: The Contract Price is payable for the of delivery in each month, representing the price for the Hourly Contract Quantity of forward capacity commitment supporting Product 1 delivery, converted to $/MWh throughout the Delivery Term (“Capacity Fee”). For greater certainty, the Parties hereby acknowledge and agree that, for each month during the Delivery Term, no Capacity Fee shall be due and payable for any Firm Energy in the Hourly Contract Quantity.

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
2 (g) CAISO Revenues: Seller shall retain any and all revenues received from the CAISO in relation to this Confirmation.
(h) Passage of Title: Seller represents and warrants that Seller holds the rights to the Product free and clear of all liens and encumbrances, and Seller agrees to convey and hereby conveys all such Product to Purchaser free and clear of all liens and encumbrances as included in the delivery of the Product subject to the terms and conditions contained herein.

As set forth in Section 33.2 of the WSPP Agreement, title and reporting rights to Product 1 shall pass from Seller to Purchaser at the Delivery Point. (i) Delivery Obligation. For each month of the Delivery Term, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Hourly Contract Quantity of the Product at the Delivery Point in accordance with the Delivery Profile, subject to the terms and conditions contained herein.
(j) Seller Delivery Obligation: Seller shall Bid or Self-Schedule Product 1 consistent with the Delivery Profile in the amount of the Hourly Contract Quantity into the CAISO on behalf of Purchaser as evidenced by E-Tags, or such other format acceptable to Purchaser. (k) Scheduling Requirements: Seller agrees to assume the scheduling functions required to schedule and deliver the Firm Energy to the Delivery Point. For each hour in which Firm Energy is to be delivered to the Delivery Point, consistent with the Delivery Profile, Seller will submit an Economic Bid or Self-Schedule the Firm Energy into the CAISO Day Ahead Market and Real-Time Market; provided, if Seller submits Economic Bid(s) (other than Self-Schedule) such Economic Bid(s) shall be at a price between at least during the Availability Assessment Hours every Monday-Saturday excluding NERC Holidays throughout the Delivery Term.
(l) Reporting Requirements: Seller shall provide Purchaser with all necessary documentation required to support and verify that delivery requirements have been met according to the RA Requirements. Specifically, the Seller shall provide copies of E-Tags upon the Purchaser’s request. The buyer will notify the seller of any additional necessary documentation required

1.2. Special Conditions – Product 1
(a) Generally Accepted Utility Practice: All scheduling and tagging shall be in accordance with Generally Accepted Utility Practice.
(b) External Resource: Energy delivered pursuant to this Confirmation will not be sourced from resources internal to the CAISO Balancing Authority Area. (c) Additional Seller Representations: Seller represents and warrants to Purchaser as follows:
(i) The Hourly Contract Quantity of Firm Energy sold to Purchaser hereunder has been sold once and only once by Seller. The capacity supporting energy to be delivered pursuant to this Confirmation is not committed to another balancing authority area (i.e. no double-counting);
DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
3 (ii) Purchaser has the exclusive right to count the Hourly Contract Quantity of Product toward Purchaser’s RA Requirements;
(iii) No portion of the Hourly Contract Quantity of Product is curtailable for economic reasons or has been committed by Seller to any third party in order to satisfy RA Requirements or analogous capacity obligations in other markets; (iv) The Firm Energy is sourced from resources external to the CAISO Balancing Authority Area;
(v) As of the Effective Date, the capacity supporting energy to be delivered pursuant to this Confirmation is surplus to the expected capacity requirements of the Source’s host balancing authority area and is not committed to another balancing authority area (i.e., no double-counting);
(vi) Throughout the Delivery Term, Seller’s Firm Energy obligation is and will be supported (backed) each hour by operating reserves (including required contingency reserves and sufficient balancing reserves) in the host balancing authority area necessary to ensure there is sufficient energy available for Seller to meet its obligation throughout the applicable operating hour. (vii) Throughout the Delivery Term, Product 1 will be delivered to the Delivery Point on firm intertie transmission to PALOVERDE500 that cannot be curtailed in operating hours for economic reasons or bumped by higher priority transmission.

Both the Purchaser and the Seller warrant that the Seller’s delivery on 7-F transmission to the PALOVERDE500 hub dictates that the transmission cannot be bumped by higher priority transmission.

ARTICLE 2
PRODUCT 2

2.1. Product 2 – Scheduling Coordinator Services
(a) Seller: Altop Energy Trading LLC
(b) Purchaser: Silicon Valley Clean Energy Authority
(c) Product 2: Scheduling Coordinator Services as described below for Firm Energy procured by Purchaser as Product 1.

2.2. Overview
The purpose of Product 2 is for Seller to perform the required scheduling coordinator functions for the “resource” (as such term is used by the CPUC in D. 20-06-028). Although D.20-06-028 required the Purchaser to take responsibility for ensuring that energy associated with an import RA contract is bid into, and delivered to, the CAISO markets, the CPUC’s decision also permitted the Purchaser to designate another party to act on its behalf as a Scheduling Coordinator to bid and deliver the energy into the CAISO markets.

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
4 Seller is a Scheduling Coordinator recognized by CAISO pursuant to the CAISO Tariff and has the requisite experience, skill and capability to perform the scheduling obligations assumed by it in providing the Scheduling Coordinator Services (as defined below). In providing the Scheduling Coordinator Services, Seller will perform, and assume all costs, risks and liabilities associated with performing, the scheduling responsibilities defined below for the limited purpose of submitting Bid(s) and physically scheduling and delivering Purchaser’s Firm Energy procured as Product 1 from the Delivery Point to the Sink as required and contemplated by CPUC D.20-06-028 and the resource adequacy requirements established by CAISO pursuant to the CAISO Tariff.

2.3. Scheduling Coordinator Services
Seller agrees to assume the scheduling functions required to schedule and deliver the Firm Energy procured by Purchaser as Product 1 at and from the Delivery Point to the Sink, being an Aggregated Pricing Node in the CAISO Balancing Authority Area, as set forth below (“Scheduling Coordinator Services”):
(a) For each hour in which energy is to be delivered to the Delivery Point, Seller will Bid or Self-Schedule (as such terms are defined in the CAISO Tariff) Product 1 into the CAISO Day Ahead Market and Real-Time Market, provided if Seller submits Bid(s) (other than Self-Schedule) such Bid(s) for each hour that is an Availability Assessment Hour, Seller’s Bid(s) shall be at a price between (“Bidding
Requirement”);
(b) Confirming with CAISO and Purchaser to use the Resource ID:
“ATOP_PVWEST_I_F_RA” associated with Seller’s SCID for purposes of undertaking the services in paragraph (a) above (“RA Resource ID”); (c) Submitting a monthly Supply Plan using the RA Resource ID for each month of the Delivery Term on or prior to the deadline in the CAISO Tariff; (d) Undertaking all scheduling and tagging requirements in accordance with Generally Accepted Utility Practice from the Delivery Point to the Sink, including inserting the following in each NERC E-Tag:
(i) Seller’s Scheduling Coordinator PSE in the “physical path” at and from the Delivery Point to the Sink,
(ii) Purchaser’s PSE in the “market path” at the Delivery Point, (iii) Purchaser’s PSE as the last PSE in the “physical path”, (iv) RA Resource ID ATOP_PVWEST_I_F_RA in the Misc (Token/Value) field in “physical path” at and from the Delivery Point to the Sink, (v) A CAISO Aggregated Pricing Node as the Sink, and
(vi) performing such other ancillary requirements under the CAISO Tariff to give effect to the foregoing.

A sample NERC E-Tag is attached hereto as Exhibit A for informational purposes. Actual NERC E-Tags generated for deliveries hereunder may vary from the sample attached as Exhibit A due to DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
5 changes in resource, CAISO or WECC tagging practices or otherwise as required to be consistent with Generally Accepted Utility Practice.

2.4. Seller’s Scheduling Contacts
Pre-scheduler: Cory Hill,
Real-Time:

2.5. Purchaser’s Identifiers
Purchaser’s SCID: LSVCE
Purchaser’s PSE: LSVCE

2.6. Special Conditions – Product 2
(a) Resource Adequacy Plan: Purchaser shall submit (or cause to be submitted) a monthly Resource Adequacy Plan (“RA Plan”), as required by the CAISO Tariff, that explicitly identifies the Delivery Profile hours as the temporal constraint/limitation and such RA Plan shall otherwise match the Supply Plan submitted by Seller. (b) Supply Plan: Seller shall submit (or cause to be submitted) a monthly Resource Adequacy Supply Plan (“Supply Plan”), as required by the CAISO Tariff, that explicitly identifies the Resource ID, and System RA Capacity being provided for the given month. Purchaser’s RA Plan shall otherwise match the Supply Plan submitted by Seller. (c) CAISO Acceptance/Rejection: Subject to Section 2.6(c), Seller shall be entitled to retain any and all revenues received from (and if prices are negative, liable for all payments to) CAISO as a result of CAISO accepting the Bid(s) (including Self-Schedule(s)) submitted by Seller. If, in any hour of the Delivery Term, CAISO rejects the Bid(s) (including Self-Schedule) submitted by Seller in the CAISO Day Ahead Market and Real-Time Market, then:
(i) if Seller Self-Schedules or Bids in accordance with the Bidding Requirement, the Parties agree to treat such rejection by CAISO as an Uncontrollable Force such that each Party shall be excused from their respective obligation to sell and deliver or purchase and receive Product 1 for that hour, and
(ii) if Seller does not Bid in accordance with the Bidding Requirement, the Parties agree to treat such rejection by CAISO as a failure to deliver by Seller, no payment shall be due for such hour, and, unless Seller is otherwise excused from its delivery obligations, Purchaser shall be entitled to such remedies as are provided hereunder and in the WSPP Agreement.

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
6 (d) Settlements: For each month of the Delivery Term, the following terms shall apply for the settlement of amounts due with respect to each MWh of Product 1 delivered to Purchaser:
(i) Purchaser will pay the Contract Price to Seller for each MWh of Product 1 delivered to Purchaser in such month, subject to the terms and conditions of this Confirmation, on the payment due date specified in Section 9.2 of the WSPP Agreement.

ARTICLE 3

GENERAL PROVISIONS

3.1 Uncontrollable Forces
The Parties agree that Product 1 and Product 2 shall be subject to Section 10, Uncontrollable Forces, of the WSPP Agreement. The Parties agree, for the purposes of Section 10 of the WSPP Agreement that:
(a) any limitation, interruption or curtailment on the applicable Agreed Transmission Path, at the Delivery Point or from the Delivery Point to Sink by the transmission provider pursuant to the applicable OATT or transmission service contract (including CAISO pursuant to CAISO Tariff), by or at the direction of WECC or any applicable NERC-recognized regional reliability coordinator, including for unscheduled flow mitigation, planned outage(s) and full or partial de-rate(s), whether or not known or anticipated as of the Effective Date, will be considered an Uncontrollable Force, (b) a limitation, interruption or curtailment described in paragraph (a) may result in Bid(s), schedule(s) or E-Tag(s) not being submitted or created, as applicable, for one or more hours depending on the timing and circumstances of the qualifying limitation, interruption or curtailment, Generally Accepted Utility Practice and requirements and practices pursuant to CAISO Tariff,
(c) if and to the extent any of the events or circumstances described in paragraphs (a) and (b) above prevents (i) delivery of the Hourly Contract Quantity of Product 1 to Sink for any hour(s) of the Delivery Term or (ii) Bid(s), schedule(s) or E-Tag(s) being submitted or created, as applicable, by Seller for any hour(s) of the Delivery Term, subject to Section

1.2(c), Seller and Purchaser shall be relieved of their obligation to sell and deliver or purchase and receive, respectively, Product 1 at the Delivery Point for such hour(s) and Seller shall be relieved of its SC Services obligations for such hour(s).

3.2 Electricity Importer
As a result of the provision of Scheduling Services, Seller will be the electricity importer of record into California for purposes of the Cap and Trade Regulations for the Firm Energy delivered pursuant to this Confirmation. The Parties acknowledge that Seller will be responsible for satisfying any Compliance Obligation (as defined in the Cap and Trade Regulations) associated with the energy that is scheduled and imported into California pursuant to this Confirmation. Seller shall be responsible for payment of any costs associated with such Compliance Obligation, and payment of carbon costs, if any, associated with deliveries of such energy.

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
7 3.3 Confidentiality
Notwithstanding anything to the contrary in Section 30.1 of the WSPP Agreement, the Parties agree that either Party may disclose a copy of this Confirmation to a Governmental Authority if required or if requested by such Governmental Authority or for the purposes set forth in Section 3.5(b), provided such Party shall redact commercial terms (e.g. Contract Price) prior to disclosure or disclose the Confirmation confidentially to the Governmental Authority unless redactions or confidential treatment is not permitted by the Governmental Authority. Each Party recognizes that this Confirmation is subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.).

3.4 RA Requirements / Change in Law
(a) The Parties acknowledge that Purchaser has entered into this transaction to, among other things, use Product 1 toward meeting its RA Requirements. Purchaser acknowledges that Seller makes no representation or warranty that Product 1 as procured by Purchaser will be eligible for or can be used or counted toward Purchaser’s resource adequacy obligations pursuant to the RA Requirements.
(b) The Parties agree that either or both Parties may provide a copy of this Confirmation to the CPUC confidentially prior to the time required for Purchaser’s compliance filings to obtain the CPUC’s guidance or advice as to the eligibility of Product 1 for meeting the RA Requirements, provided if Seller provides a copy it shall redact or exclude Purchaser’s name.
(c) It is Purchaser’s sole responsibility to ensure it has obtained sufficient intertie import capability at the Delivery Point such that Purchaser may use Product 1 towards its RA Requirements.
(d) If there is a Change in Law that (i) materially adversely changes or affects a Party’s obligations hereunder or (ii) results in Purchaser being unable to use Product 1 to meet its RA Requirements, the Parties shall work in good faith to try and revise this Confirmation, which may include changes to commercial terms, to appropriately address the material adverse change or effect or permit Purchaser to be able to use Product 1 toward its RA Requirements. In the event the Parties cannot reach agreement on any such amendments to this Confirmation within 30 days’ written notice from one Party following the Change in Law (“Negotiation Period”), then either Party may terminate this Confirmation within thirty (30) days after the Negotiation Period upon written notice to the other Party, which, subject to Section 3.7, shall be effective the next Business Day after such notice is received.

Any termination in accordance with this paragraph shall be without liability of either Party to the other on the termination date as a result of such termination, provided for greater certainty each Party shall remain liable for any payments arising from performance (and non-performance) up to and including the termination date. Termination of this Confirmation pursuant to this paragraph shall not result in termination (or give rise to a right of termination) of any other transactions between the Parties provided that if multiple transactions between the Parties are similarly affected by the Change in Law the terminating Party must concurrently terminate all such transactions unless the other Party otherwise agrees.

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
8 3.5 Seller Indemnification / Termination
To the extent Seller fails to fulfill its obligations under this Confirmation and such failure is not excused under the terms of either Product, this Confirmation or the WSPP Agreement or caused by a failure to perform by Purchaser, then:
(a) Seller agrees to indemnify Purchaser for any monetary penalties directly resulting from Seller’s nonperformance hereunder as assessed against Purchaser by the CPUC pursuant to the RA Requirements but only to the extent such penalties being assessed could not be avoided by Purchaser using commercially reasonable efforts following notice from Seller of its nonperformance; and
(b) in addition to Purchaser’s other remedies hereunder, if such failure meets all the criteria for a RA Termination Event, Purchaser may terminate this Confirmation upon written notice to Seller, provided such notice is provided no later than ten (10) Business Days after such RA Termination Event having occurred. If timely termination notice is provided to Seller, subject to Section 3.7, termination shall be effective the next Business Day after such notice is received. Any termination in accordance with this paragraph shall be without liability of either Party to the other on the termination date as a result of such termination, provided for greater certainty each Party shall remain liable for any payments arising from performance (and non-performance) up to and including the termination date. Termination of this Confirmation pursuant to this paragraph shall not result in termination (or give rise to a right of termination) of any other transactions between the Parties.

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

3.6 Survival
To the extent this Confirmation is terminated by either Party as provided in Section 3.4 or 3.5 and Seller, in performing its obligations hereunder, has submitted a monthly Supply Plan or has other binding obligations or commitments to CAISO that cannot be rescinded without Seller incurring penalties or other charges, all applicable terms, conditions and provisions of this Confirmation shall survive termination until all binding obligations or commitments to CAISO as at the effective date of such termination have been fully performed, including, without limiting the generality of the foregoing, the purchase and sale of Firm Energy. For greater certainty, neither Party will make any further binding commitments to CAISO (e.g. no filing of monthly RA Plans or Supply Plans) after the effective date of termination.

3.7 Collateral.

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

3.8 No Recourse to Members of Purchaser
Purchaser is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Purchaser will solely be responsible for all debts, obligations DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
9 and liabilities accruing and arising out of this Confirmation. Seller will have no rights and will not make any claims, take any actions or assert any remedies against any of Purchaser's constituent members, or the officers, directors, advisors, contractors, consultants or employees of Purchaser or Purchaser's constituent members, in connection with this Confirmation.

ARTICLE 4

WSPP AGREEMENT CHANGES

4.1 For this Transaction, the WSPP Agreement shall be amended as follows:
(a) Section 22. is modified by inserting the following new text at the end thereof:
“(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s admission in a writing that is unable to pay its debts generally as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver, custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(b) Section 22.2(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein. (c) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following: “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement or a Confirmation, the Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary. (d) In Section 22.3(e), delete the entire provision (including subsections) and replace it with the following: “[Intentionally omitted]”
(e) In Section 22.3(f), delete the entire provision and replace it with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination Payment to the Non-Defaulting Party as provided under Section 22.3(c), and that any amounts disputed by the Defaulting Party are disputed in good faith, then the Defaulting Party may submit the calculation issue to dispute resolution pursuant to Section 34.”
(f) Section 30.1 is amended by inserting “or requested” after the word “required” in Section

30.1(4) and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders, counsel, accountants, advisors and agents who have a need to know such information and have agreed to keep such terms confidential”. (g) Subsections 34.1 and 34.2 are deleted and replaced with the following:

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
10 “34.1 INFORMAL DISPUTE RESOLUTION

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

FROM EITHER PARTY IDENTIFYING SUCH DISPUTE, THE PARTIES SHALL

MEET, NEGOTIATE AND ATTEMPT, IN GOOD FAITH, TO RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND INEXPENSIVELY. IF THE PARTIES

ARE UNABLE TO RESOLVE A DISPUTE ARISING HEREUNDER WITHIN THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE, THEN EITHER PARTY MAY SEEK

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

EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE

AND FEDERAL COURTS LOCATED IN SANTA CLARA COUNTY, CALIFORNIA,

FOR ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY

TRANSACTION, AND EXPRESSLY WAIVERS ANY OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.” (h) The phrase “arbitration or” is deleted from the first line of Section 34.4. (i) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES. EXCEPT AS OTHERWISE SPECIFIED IN ANY

CONFIRMATION, FOR BREACH OF ANY PROVISION OF THIS CONFIRMATION

AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES

IS PROVIDED, THE EXPRESS REMEDY OR MEASURE OF DAMAGES PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT. LIABILITY

FOR THE BREACH IS LIMITED AS SET FORTH IN THE PROVISION AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, IF NO EXPRESS

REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT FOR

A PARTICULAR BREACH, LIABILITY FOR THE BREACH IS LIMITED TO

DIRECT DAMAGES ONLY, THE DIRECT DAMAGES ARE THE SOLE AND

EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR THE BREACH, AND ALL OTHER REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

EXCEPT AS OTHERWISE SPECIFIED IN ANY CONFIRMATION, NEITHER PARTY

IS LIABLE FOR ANY OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES

OF ANY NATURE (INCLUDING DAMAGES ASSOCIATED WITH LOST PROFITS,

BUSINESS INTERRUPTION AND LOSS OF GOODWILL) ARISING AT ANY TIME,

WHETHER IN TORT (INCLUDING THE SOLE OR CONTRIBUTORY NEGLIGENCE

OF EITHER PARTY OR ANY RELATED PERSON), WARRANTY, STRICT

LIABILITY, CONTRACT OR STATUTE, UNDER ANY INDEMNITY PROVISION, OR OTHERWISE.”
(j) Section 37 is amended by inserting the following in the beginning of the section: “On the date of entering into this Confirmation,”.
(k) Section 41 “Witness” shall become Section 42 and the following “Standard of Review” DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
11 Section shall be substituted in its place:
“The Parties agree as follows:

From the date of entering into a Transaction under this Agreement and throughout the term of such Transaction, the Parties each warrant and covenant as follows:
(i) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any section of this Agreement (including all Transactions and/or Confirmations) specifying the rate(s) or other material economic terms and conditions agreed to by the Parties herein, whether proposed by a Party, a non-party or FERC acting sua sponte, shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956)( the “Mobile-Sierra” doctrine) and clarified in Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish 554 U.S. 527 (2008) and NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010). (ii) The Parties, for themselves and their successors and assigns, (i) agree that this “public interest” standard shall apply to any proposed changes in any other documents, instruments or other agreements executed or entered into by the Parties in connection with this Agreement and (ii) hereby expressly and irrevocably waive any rights they can or may have to the application of any other standard of review, including the “just and reasonable” standard.”

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

4.3 Entire Agreement; No Oral Agreements or Modifications This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties.
[Signatures appear on the following page.]
DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
Acknowledged and agreed to as of the Effective Date.

Altop Energy Trading LLC by its duly authorized
officer
Sign:

Print:

Title:

Date:

Altop Energy Trading LLC by its duly authorized
officer
Sign:

Print:

Title:

Date:

Silicon Valley Clean Energy Authority, a
California joint powers authority
Sign:

Print:

Title:

Date:

Raj Nagarsheth
Managing Member
12/20/2024
DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A MonicaPadilla
12/20/2024
CEO
Appendix A Altop Energy Trading LLC
x DocuSigned by:
—573FC10d110B<1C0...

Exhibit A - 1

EXHIBIT A

SAMPLE NERC E-TAG
DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
Physical Path
Exhibit B - 1

EXHIBIT B

DEFINITIONS
Capitalized terms not otherwise defined herein that are defined in the CAISO Tariff shall have the meanings ascribed thereto in the CAISO Tariff.
“AAH” or “Availability Assessment Hours” means the five consecutive hour period pre-defined by CAISO pursuant to the CAISO Tariff as the Availability Assessment Hours for resources providing system resource adequacy for the applicable month of the Delivery Term, The Parties acknowledge that, as of the Effective Date, CAISO has determined the Availability Assessment Hours for resources providing system resource adequacy are (a) for the months of March through May of the Delivery Term, hour ending (“HE”) 1800 through HE 2200 (i.e., 5 consecutive hours per day between 5 PM – 10 PM), Monday through Saturday (6 days per week, excluding NERC holidays), and (b) for all other months of the Delivery Term, HE 1700 through HE 2100 (i.e., 5 consecutive hours per day between 4 PM - 9 PM), Monday through Saturday (6 days per week, excluding NERC holidays).
“Bid” has the meaning given in the CAISO Tariff.
“CAISO Tariff” means the FERC-approved electric tariff of the California Independent System Operator Corporation (“CAISO”) and any current applicable CAISO-published Operating Procedures and Business Practice Manuals, in each case as amended or supplemented from time to time. “Cap and Trade Regulations” means the Mandatory Greenhouse Gas Emissions Reporting and California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms regulations (California Code of Regulations Title 17, Subchapter 10, Articles 2 and 5 respectively). “CARB” means the California Air Resources Board of the California Environmental Protection Agency. “Change in Law” means any changes, revisions, additions, interpretations, or clarifications to or of the RA Requirements, including CAISO changing the five consecutive hour period for the Availability Assessment Hours for any month of the Delivery Term, occurring after the Effective Date. “Compliance Obligation” has the meaning set forth by the Cap and Trade Regulations. “CPUC Filing Guide” means the annual document issued by the CPUC which sets forth the guidelines, requirements and instructions for load serving entities to demonstrate compliance with the RA Requirements.
“Effective Date” means the date on which both Parties have executed and delivered this Confirmation. “Energy” means electrical energy, measured in MWh.
“Federal Holidays” means legal public holidays as set forth in 5 USC § 6103(a). “Generally Accepted Utility Practice” means a practice established by the Western Electricity Coordinating Council (“WECC”) or any successor regional reliability council, as such practice may be revised from time to time, or if no practice is so established, means a practice otherwise generally accepted in the WECC region.

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
Exhibit B - 2
“Governmental Authority” means any national, state, provincial or local government, any political subdivision thereof, or any other governmental, regulatory, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, department, bureau, or entity with authority over a Party or the subject matter of this Agreement, and includes, without limitation, the Federal Energy Regulatory Commission (“FERC”) and California Public Utilities Commission (“CPUC”). “NERC Holiday” means any day designated as a holiday by NERC. “RA Requirements” means (i) the resource adequacy requirements established for CPUC jurisdictional load serving entities by the CPUC pursuant to the CPUC’s currently effective or future decisions, resolutions, or rulings related to resource adequacy as applicable to system resource adequacy and the availability, eligibility and use of imports for system resource adequacy, including CPUC Decision 21-06-029, (ii) the resource adequacy requirements established by CAISO pursuant to the CAISO Tariff and (iii) and Decision 23-02-040 solely for purposes of the eligibility of Product 1 as mid-term reliability bridge capacity. “RA Termination Event” means, for any Availability Assessment Hour in the Delivery Term, (i) Seller fails to (x) satisfy the Bidding Requirement or (y) deliver the Firm Energy to the Delivery Point, and in either case such failure is not excused pursuant to the terms hereof, and (ii) such unexcused failure by Seller is likely to cause Purchaser to not (or no longer) be able to count Product 1 toward its RA Requirements. “Scheduling Coordinator” has the meaning given in the CAISO Tariff. “Self-Schedule” has the meaning given in the CAISO Tariff. “Sink” means the final point of delivery for the energy, which shall be a point within the CAISO Balancing Authority Area.

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
Exhibit C - 1

EXHIBIT C

NOTICE INFORMATION
Altop Energy Trading LLC Silicon Valley Clean Energy Authority All Notices: All Notices:

DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC
Exhibit C - 2
DocusignEnvelopeID:32182DFB-3F44-4F0D-8790-08757E67EA0A Appendix A Altop Energy Trading LLC

1 Public

MASTER POWER PURCHASE AND SALE AGREEMENT
GREENHOUSE GAS-FREE (“GHG-FREE”) ENERGY ALLOCATION

CONFIRMATION LETTER

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

ARTICLE 1

TRANSACTION AND CONDITIONS PRECEDENT

1.1 Transaction. Buyer, as an Eligible LSE, shall accept and Seller shall deliver the Total Allocation Amount in consideration for Buyer’s agreement in this Transaction that (a) the sale and delivery of the Product is a reasonable manner for the Seller to manage the Resource Pool and (b) through December 31, 2025, Buyer waives its ability to make petitions, arguments, or filings to the California Public Utilities Commission or California Legislature asserting Seller has not offered any allocation, sale, or transfer of GHG-Free Energy or environmental attributes associated with such GHG-Free Energy.

ARTICLE 2

PRODUCT AND ALLOCATION AMOUNT

2.1 Product. The “Product” shall mean Buyer’s exclusive right (a) to the GHG-Free Energy, and (b) to account for or report to a Governmental Entity its Allocation Amount of the GHG-Free Energy. GHG-Free Energy shall mean the Energy generated from Seller’s Resources in the Resource Pool. The list of Resources in the Resource Pool is in Appendix B.

2.2 Changes to Resource Pool. Seller has no obligation to retain Resources that are within the Resource Pool. Seller may remove a Resource from the Resource Pool for the following reasons: (i) if the power purchase agreement corresponding to the Resource has expired or is terminated, (ii) if the Resource is no longer in Seller’s portfolio for some other reason, or (iii) if the Resource is owned by Seller, but ceases operation for Seller. Seller shall retain the sole and absolute discretion to enforce or terminate its power purchase agreements for Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 PG&E Log Number: 33B230CA06
Appendix A PG&E

2 Public
Resources during the Delivery Period. Buyer shall not have any right to or discretion to request changes to the Resource Pool or the Resource(s) during the Delivery Period.

2.3 Allocation Amount. The “Allocation Amount” shall mean the quantity of Product to be delivered to Buyer each calendar month during the Delivery Period corresponding to each Buyer’s Allocation Ratio. The Allocation Amount is calculated with the monthly Allocation Ratio multiplied by the GHG-Free Energy generated and delivered by the Resources in the Resource Pool in each month during the Delivery Period. If the Delivery Period commences after the first of the month, then the Allocation Amount for that month shall equal the total daily generation of the Resources within the Resource Pool from the first day of the Delivery Period through the end of the month, multiplied by the allocation ratio for that month. The “Total Allocation Amount” shall mean the sum of the monthly Allocation Amounts during the Delivery Period.

Allocation Amount = Allocation Ratiomonth n x Resource Pool generation (MWh)month n

2.4 Allocation Ratio. The Allocation Ratio is a monthly percentage of the Buyer’s PCIA Load Share, calculated by dividing the Buyer’s monthly PCIA-eligible load during the Delivery Period by the total PG&E distribution service territory PCIA-eligible load during each month of the Delivery Period, using the load forecast volumes recorded in Table 2-2 and Table 2-3 of PG&E’s most recent ERRA Forecast Application as of the Execution Date. Buyer’s monthly Allocation Ratios are as set forth below:

Month Allocation Ratio (AR)

2.5 Fixed Allocation Ratio. If Buyer gains or loses PCIA Load Share during the Delivery Period, Seller will not change the Allocation Ratio for the Delivery Period.

ARTICLE 3

DELIVERY

3.1 Delivery. Throughout the Delivery Period, Seller shall deliver, and Buyer shall receive the Product in accordance with the Confirmation. Seller will act as Scheduling Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 PG&E Log Number: 33B230CA06
Appendix A PG&E

3 Public
Coordinator to deliver the Product in each hour to the CAISO at the Delivery Point. Title to the Product shall be deemed to pass from Seller to Buyer at the Delivery Point.

3.2 Delivery Point. The Delivery Point is and shall mean where Seller shall deliver to, and Buyer shall take possession of, the Product, which shall be NP 15.

3.3 Delivery Period.

ARTICLE 4

REPORTING REQUIREMENTS

4.1 Quarterly Reports. Seller shall provide to Buyer a Quarterly Report that includes the Allocation Amount within the Resource Pool for each month using the most accurate settlement information of the Resources available at the time. Each Quarterly Report shall be cumulative, and the Allocation Amount for each month will be updated with the most accurate settlement information of the Resources. The final Quarterly Report may be combined with the Final Report.

4.2 Final Report. Seller shall provide to Buyer the Total Allocation Amount with the monthly generation of the Resources from the Resource Pool in a final report following the Delivery Period (the “Final Report”). The Final Report will include the Product delivered from Seller to Buyer from each Resource from the Resource Pool. Seller will provide Buyer with the Final Report on or about April 15, 2026.

4.3 Notification to the California Energy Commission. Seller shall notify the California Energy Commission (CEC) pursuant to the then-current CEC regulations of the sale of the Total Allocation Amount of GHG-Free Energy for purposes of Power Content Label (PCL) reporting. Seller will report as a “sale” in its Power Source Disclosure Report the Total Allocation Amount from the Resources consistent with the Final Report. Buyer may report as a “purchase” in its Power Source Disclosure Report the Total Allocation Amount from the Resources consistent with the Final Report.

ARTICLE 5 COMPENSATION

5.1 One-Time Cash Settlement Amount. Buyer shall pay Seller the One-Time Cash Settlement Amount, in arrears, for the Delivery Period.

The “One-Time Cash Settlement Amount” for the Delivery Period shall be equal to (a) minus (b), where:
(a) equals the sum, over all hours of the Delivery Period, of the Index Price multiplied by the quantity of Product delivered to the Delivery Point during that hour; and
Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 PG&E Log Number: 33B230CA06
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(b) equals the sum, over all hours of the Delivery Period, of the Index Price multiplied by the quantity of Product delivered to the Delivery Point during that hour.

5.2 Payment. Notwithstanding anything to the contrary in Article Six of the Master Agreement, Buyer shall pay Seller the One-Time Cash Settlement Amount on or before the later of (a) the twentieth (20th) day of the month in which the Buyer receives from Seller an invoice for the Delivery Period to which the One-Time Cash Settlement Amount pertains, or (b) within ten (10) days following receipt of an invoice issued by Seller for the Delivery Period or, if such day is not a Business Day, then on the next Business Day.

ARTICLE 6

CREDIT TERMS
The credit and collateral terms set forth in the Master Agreement shall not apply to either Party to this Confirmation.

ARTICLE 7
SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1 Seller represents and warrants the following:

7.1.1 that it has the contractual rights to sell all rights, title, and interest in the Product to be delivered hereunder;

7.1.2 it has not sold the Product required to be delivered hereunder, or any attribute thereof, to any other person or entity;

7.1.3 it will not substitute or purchase any Product from any generating resource other than from the Resources in the Resource Pool for delivery hereunder; and

7.1.4 it will not include the Product in any of its own Power Content Label (PCL) reporting except to allow it to provide the Product to Buyer consistent with Section 4.3.

7.1.5 it will provide all reasonable information to Buyer necessary for Buyer to timely comply with periodic compliance reporting requirements as set forth herein and as otherwise required by applicable law with respect to this Product, including documents that Buyer is required to maintain or provide to the California Air Resources Board (CARB) in accordance with Assembly Bill (AB) 32. Seller shall maintain adequate records to reasonably assist Buyer in meeting any reporting, verification, transfer, registration, or retirement requirements of a Governmental Authority associated with the Confirmation.

7.2 Seller makes no representation, warranty or covenant with respect to the following:

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Appendix A PG&E

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7.2.1 Characterization, qualities, presence, or non-presence of any greenhouse gas (GHG) emissions of the Resources in the Resource Pool, including whether Resources in the Resource Pool emit GHGs, the type of GHGs, the carbon intensity of the Resources or Resource Pool or anything related to the environmental attributes of the Resources within the Resource Pool.

7.2.2 The ability of Buyer to use the Product for any compliance, regulatory, or reporting purpose.
[Signatures on following page.]
Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 PG&E Log Number: 33B230CA06
Appendix A PG&E

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ACKNOWLEDGED AND AGREED TO:

Buyer, or Party A:

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
Sign:

Print:

Title:

Date:

Seller, or Party B:

PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation
Sign:

Print:

Title:

Date:

Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 12/3/2024
Monica Padilla
CEO
PG&E Log Number: 33B230CA06
Mark Muranishi
Director, Structured Energy Transactions
12/20/2024
Appendix A PG&E
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APPENDIX A

DEFINED TERMS
Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“Allocation Amount” has the meaning set forth in Section 2.3. “Allocation Ratio” has the meaning set forth in Section 2.4. “Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Product, or the terms of the Agreement.
“Buyer” means Party A.
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“CEC” means the California Energy Commission.
“CPUC” means the California Public Utilities Commission. “California RPS” or “California Renewables Portfolio Standard” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub.

Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-025, D.11-12-020, D.11-12-052, D.12-06-038 and D.14-12-023, and as may be modified by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“Delivery Period” has the meaning set forth in Section 3.3. “Delivery Point” has the meaning set forth in Section 3.2. “Eligible LSE” means a load serving entity that (1) has forecasted load identified in the PG&E’s ERRA Forecast Application for the calendar year in which the Allocation Amount is accepted; and (2) serves customers who pay the PCIA departing load charges for the above market costs of the Resource Pool.
“Energy” means electrical energy, measured in MWh.

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“ERRA Forecast Application” means the Energy Resource Recovery Account Forecast proceedings filed by PG&E each year on June 1, to set generation rates for the subsequent calendar year.
“FERC” means the Federal Energy Regulatory Commission.
“Final Report” has the meaning set forth in Section 4.2. “GHG-Free Energy” means the Energy generated from Resources from the Resource Pool.

GHG-Free Energy does not include any California RPS-eligible Energy generated from any Resource in the Resource Pool, nor does it include any California RPS-eligible attributes or any other current or future attributes associated with the Product. “Governmental Authority” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement.
“Index Price” means the NP 15 Trading Hub price (as defined in the Tariff) measured in $/MWh, for each MWh of Product, and associated with the Product to the Delivery Point for each applicable hour as published by the CAISO on the CAISO website; or any successor thereto, unless a substitute publication and/or index is mutually agreed to by the Parties. “Large Hydroelectric” has the meaning set forth in Cal. Code Regs., Title 20, § 1391(k) “MW” means megawatt.
“MWh” means megawatt-hour.
“NP 15” means the transmission area north of Path 15.
“One-Time Cash Settlement Amount” has the meaning set forth in Section 5.1. “PG&E” means the Pacific Gas and Electric Company, its successors and assigns. “PCIA” or “Power Charge Indifference Adjustment” means the mechanism to recover the above market costs associated with Buyer’s generation resource portfolio, as set forth in the CPUC’s Rulemaking 17-06-026.
“PCIA Load Share” has the meaning set forth in Section 2.4. “Power Content Label” has the meaning set forth in Cal. Code Regs., Title 20, § 1393(a)(3). “Power Source Disclosure Report” means the reporting requirements as required by the California Energy Commission and codified in Cal. Code Regs., Title 20, § 1391-1394. “Product” has the meaning set forth in Section 2.1. “Quarterly Report” has the meaning set forth in Section 4.1.

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“Resource” means generation units contracted for through power purchase agreement by Seller or owned by Seller, which corresponding costs are recovered through the PCIA. “Resource Pool” means aggregate of all Large Hydroelectric generation facilities that are Resources.
“Scheduling Coordinator (SC)” means an entity certified by the CAISO to perform the functions as described in the Tariff.
“Seller” means Party B.
“Tariff” means the FERC-approved California Independent System Operator Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” as may be amended, supplemented or replaced from time to time. “Total Allocation Amount” has the meaning set forth in Section 2.3. “Transaction” has the meaning set forth in Section 1.1.

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APPENDIX B

LIST OF RESOURCES IN RESOURCE POOL
Resource Pool: Large Hydroelectric
Resource Name CAISO Resource ID EIA IDs
Balch #1 PH BALCHS_7_UNIT 1 217
Balch #2 PH BALCHS_7_UNIT 2
BALCHS_7_UNIT 3
218
Belden BELDEN_7_UNIT 1 219
Bucks Creek BUCKCK_7_PL1X2 220
Butt Valley BUTTVL_7_UNIT 1 221
Caribou 1 CARBOU_7_UNIT 1
CARBOU_7_PL2X3
222
Caribou 2 CARBOU_7_PL4X5 223
Cresta CRESTA_7_PL1X2 231
Drum #1 DRUM_7_PL1X2
DRUM_7_PL3X4
235
Drum #2 DRUM_7_UNIT 5 236
Electra ELECTR_7_PL1X3 239
Haas HAASPH_7_PL1X2 240
James B Black BLACK_7_UNIT 1
BLACK_7_UNIT 2
249
Kerckhoff #2 PH KERKH2_7_UNIT 1 682
Kings River KINGRV_7_UNIT 1 254
Pit 1 PIT1_7_UNIT 1
PIT1_7_UNIT 2
265
Pit 3 PIT3_7_PL1X3 266
Pit 4 PIT4_7_PL1X2 267
Pit 5 PIT5_7_PL1X2
PIT5_7_PL3X4
268
Pit 6 PIT6_7_UNIT 1
PIT6_7_UNIT 2
269
Pit 7 PIT7_7_UNIT 1
PIT7_7_UNIT 2
270
Poe POEPH_7_UNIT 1
POEPH_7_UNIT 2
272
Rock Creek RCKCRK_7_UNIT 1
RCKCRK_7_UNIT 2
275
Salt Springs SALTSP_7_UNITS 279
Stanislaus STANIS_7_UNIT 1 285
Tiger Creek TIGRCK_7_UNITS 287
NID-Chicago Park CHICPK_7_UNIT 1 412
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APPENDIX C

NOTICE INFORMATION
Name: Silicon Valley Clean Energy
Authority, a California joint powers
authority
Name: Pacific Gas and Electric Company, a
California corporation
(“Party B”)
All Notices:
(“Party A”)
Mail Address:

Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 PG&E Log Number: 33B230CA06
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MASTER POWER PURCHASE AND SALE AGREEMENT
GREENHOUSE GAS-FREE (“GHG-FREE”) ENERGY ALLOCATION

CONFIRMATION LETTER

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

ARTICLE 1

TRANSACTION AND CONDITIONS PRECEDENT

ARTICLE 2

PRODUCT AND ALLOCATION AMOUNT

2.2 Allocation Amount. The “Allocation Amount” shall mean the quantity of Product to be delivered to Buyer each calendar month during the Delivery Period corresponding to each Buyer’s Allocation Ratio. The Allocation Amount is calculated with the Allocation Ratio multiplied by the GHG-Free Energy generated and delivered by the Resources in the Resource Pool in each month during the Delivery Period. If the Delivery Period commences after the first Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 PG&E Log Number 33B230CA07
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of the month, then the Allocation Amount for that month shall equal the total daily generation of the Resources within the Resource Pool from the first day of the Delivery Period through the end of the month, multiplied by the Allocation Ratio. The “Total Allocation Amount” shall mean the sum of the monthly Allocation Amounts during the Delivery Period.

Allocation Amount = Allocation Ratio x Resource Pool generation (MWh)month n

2.3 Allocation Ratio. The Allocation Ratio is an annual percentage of the Buyer’s CAISO Load Share, as calculated by the CPUC, with input from the CEC. Buyer’s Allocation Ratio is as set forth below:

Year Allocation Ratio (AR)

2.4 Fixed Allocation Ratio. If Buyer gains or loses CAISO Load Share during the Delivery Period, Seller will not change the Allocation Ratio for the Delivery Period.

ARTICLE 3

DELIVERY

3.1 Delivery. Throughout the Delivery Period, Seller shall deliver, and Buyer shall receive the Product in accordance with the Confirmation. Seller will act as Scheduling Coordinator to deliver the Product in each hour to the CAISO at the Delivery Point. Title to the Product shall be deemed to pass from Seller to Buyer at the Delivery Point.

3.2 Delivery Point. The Delivery Point is and shall mean where Seller shall deliver to, and Buyer shall take possession of, the Product, which shall be NP 15.

3.3 Delivery Period.
. ARTICLE 4

REPORTING REQUIREMENTS

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ARTICLE 5 COMPENSATION

5.1 One-Time Cash Settlement Amount. Buyer shall pay Seller the One-Time Cash Settlement Amount, in arrears, for the Delivery Period.

The “One-Time Cash Settlement Amount” for the Delivery Period shall be equal to (a) minus (b), where:
(a) equals the sum, over all hours of the Delivery Period, of the Index Price multiplied by the quantity of Product delivered to the Delivery Point during that hour; and
(b) equals the sum, over all hours of the Delivery Period, of the Index Price multiplied by the quantity of Product delivered to the Delivery Point during that hour.

ARTICLE 6

CREDIT TERMS
The credit and collateral terms set forth in the Master Agreement shall not apply to either Party to this Confirmation.

ARTICLE 7
SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1 Seller represents and warrants the following:

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7.1.1 that it has the contractual rights to sell all rights, title, and interest in the Product to be delivered hereunder;

7.1.2 it has not sold the Product required to be delivered hereunder, or any attribute thereof, to any other person or entity;

7.1.3 it will not substitute or purchase any Product from any generating resource other than from the Resources in the Resource Pool for delivery hereunder; and

7.1.4 it will not include the Product in any of its own Power Content Label (PCL) reporting except to allow it to provide the Product to Buyer consistent with Section 4.3.

7.2 Seller makes no representation, warranty or covenant with respect to the following:

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ACKNOWLEDGED AND AGREED TO:

Buyer, or Party A:

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
Sign:

Print:

Title:

Date:

Seller, or Party B:

PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation
Sign:

Print:

Title:

Date:

Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 CEO
Monica Padilla
12/3/2024
PG&E Log Number 33B230CA07
Mark Muranishi
Director, Structured Energy Transactions
12/20/2024
Appendix A PG&E
z DocuSigned by:
573FC104110B4C0...

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APPENDIX A

DEFINED TERMS
Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“Allocation Amount” has the meaning set forth in Section 2.2. “Allocation Ratio” has the meaning set forth in Section 2.3. “Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Product, or the terms of the Agreement.
“Buyer” means Party A.
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“CAISO Load Share” has the meaning set forth in Section 2.3. “CEC” means the California Energy Commission.
“CPUC” means the California Public Utilities Commission. “California RPS” or “California Renewables Portfolio Standard” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub.

Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-025, D.11-12-020, D.11-12-052, D.12-06-038 and D.14-12-023, and as may be modified by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“DCPP” means the Diablo Canyon Power Plant.
“Delivery Period” has the meaning set forth in Section 3.3. “Delivery Point” has the meaning set forth in Section 3.2. “Eligible LSE” means a California load serving entity that (1) has customers who will pay for eligible DCPP extended operation costs; and (2) has been identified by the CEC or CPUC to have a CAISO Load Share. .

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“Energy” means electrical energy, measured in MWh.
“FERC” means the Federal Energy Regulatory Commission.
“Final Report” has the meaning set forth in Section 4.2. “GHG-Free Energy” means the Energy generated from Resources from the Resource Pool.

GHG-Free Energy does not include any California RPS-eligible Energy generated from any Resource in the Resource Pool, nor does it include any California RPS-eligible attributes or any other current or future attributes associated with the Product. “Governmental Authority” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement.
“Index Price” means the NP 15 Trading Hub price (as defined in the Tariff) measured in $/MWh, for each MWh of Product, and associated with the Product to the Delivery Point for each applicable hour as published by the CAISO on the CAISO website; or any successor thereto, unless a substitute publication and/or index is mutually agreed to by the Parties. “MW” means megawatt.
“MWh” means megawatt-hour.
“NP 15” means the transmission area north of Path 15.
“One-Time Cash Settlement Amount” has the meaning set forth in Section 5.1. “PG&E” means the Pacific Gas and Electric Company, its successors and assigns. “Power Content Label” has the meaning set forth in Cal. Code Regs., Title 20, § 1393(a)(3). “Power Source Disclosure Report” means the reporting requirements as required by the California Energy Commission and codified in Cal. Code Regs., Title 20, § 1391-1394. “Product” has the meaning set forth in Section 2.1. “Quarterly Report” has the meaning set forth in Section 4.1. “Resource” means generation units contracted for through power purchase agreement by Seller or owned by Seller, which corresponding costs are recovered through CPUC extended operations of DCPP.
“Resource Pool” means the aggregate of DCPP Unit 1 and Unit 2 listed in Appendix B.

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“Scheduling Coordinator (SC)” means an entity certified by the CAISO to perform the functions as described in the Tariff.
“Seller” means Party B.
“Tariff” means the FERC-approved California Independent System Operator Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” as may be amended, supplemented or replaced from time to time. “Total Allocation Amount” has the meaning set forth in Section 2.2. “Transaction” has the meaning set forth in Section 1.1.

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APPENDIX B

LIST OF RESOURCES IN RESOURCE POOL
Resource Pool: CPUC Extended Operations Nuclear Resource Pool Resource Name CAISO Resource ID EIA IDs
Diablo Canyon Nuclear Power
Plan Unit 1 Gen (until October
31, 2029)
DIABLO_7_UNIT 1 6099
Diablo Canyon Nuclear Power
Plan Unit 2 Gen (until October
31, 2030)
DIABLO_7_UNIT 2 6099

APPENDIX C

NOTICE INFORMATION
Name: Silicon Valley Clean Energy
Authority, a California joint powers
authority
(“Party A”)
Name: Pacific Gas and Electric Company, a
California corporation
(“Party B”)
All Notices: All Notices:

Mail Address: Mail Address:

Mail Address:

Docusign Envelope ID: 667393B4-D94E-4A75-B28F-3F6B40E523B5 PG&E Log Number 33B230CA07
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Silicon Valley Clean Energy Board of DirectorsJanuary 8, 2025

Silicon Valley Clean Energy Board of Directors
January 8, 2025