Agenda packet — Silicon Valley Clean Energy Board of Directors, May 14, 2025 (part 1 of 3)

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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).

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

AGENDA PACKET MATERIALS AMENDMENTS SUMMARY
5/9/25
Item 1h: Receive Executive Committee Report
Amendments made to report (tracked and shown in redline)

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US: +1 669-219-2599
Webinar ID: 832 1120 5182
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 contact Board Clerk Andrea Pizano at [email protected] prior to the meeting for assistance.

AGENDA
SILICON VALLEY <3/ CLEAN ENERGY

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George Tyson, Chair
Town of Los Altos Hills
Larry Klein, Vice Chair
City of Sunnyvale
Elliot Scozzola
City of Campbell
J.R. Fruen
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Tina Walia
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
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.

Consent Calendar (Action)
1a) Approve Minutes of the April 9, 2025, Board of Directors Meeting 1b) Receive March 2025 Treasurer Report
1c) Adopt Resolution Amending SVCE Conflict of Interest Code to Remove and Retitle Decarbonization Programs & Policy Positions and Add Senior Regulatory Analyst & Associate General Counsel and Senior Data Engineer as Designated Positions for Filing Statements of Economic Interests
1d) Approve Real Time Pricing Rate for Compliance
1e) Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Strategic Energy Innovations to Host Climate Corps Fellows for the 2025-2028 Fellowship Cycles for a Not to Exceed Amount of $750,000
1f) Receive March 2025 Decarbonization Strategy and Programs Quarterly Report
1g) Receive Updates to E-TOU-C Summer Rates
1h) Receive Executive Committee Report
1i) Receive Additional Committees Report
1j) Receive California Community Power Report
Regular Calendar
2) CEO Report (Informational)
SILICON VALLEY <3/ CLEAN ENERGY

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George Tyson, Chair
Town of Los Altos Hills
Larry Klein, Vice Chair
City of Sunnyvale
Elliot Scozzola
City of Campbell
J.R. Fruen
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Tina Walia
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
3) Authorize the Chief Executive Officer to Execute Two 10-Year Power Purchase Agreements with SunZia Wind South LLC and SunZia Wind North LLC (Action)
4) Adopt Resolution Authorizing the Chief Executive Officer to Execute a Main Services Agreement with Lunar Energy for a Distributed Energy Resources Management System (DERMS) and Related Customer Demand Flexibility Services (Action)
5) Adopt Resolution to End SVCE’s “E-ELEC 1.0” Electrification Discount Rate Pilot Program and Establish the “E-ELEC 2.0” Rate Pilot Program with Dedicated Funding (Action)
6) Approve Formation of Ad Hoc Committee to Propose Amendments to Silicon Valley Clean Energy’s Operating Rules and Regulations (Action) Board Member Announcements and Direction on Future Agenda Items Adjourn
SILICON VALLEY <3/ CLEAN ENERGY
Revised: February 7, 2024
1 SVCE

GLOSSARY OF TERMS
BTM – Behind the Meter – Customer-sited resources which connect to the distribution system on the customer’s side of the utility’s meter. See also “DER”.

C&I – Commercial and Industrial – Business customers
CAISO – California Independent System Operator – a non-profit independent system operator that oversees the operation of the California bulk electric power system, transmission lines and electricity market generated and transmitted by its members (~80% of California’s electric flow). Its stated mission is to “operate the grid reliably and efficiently, provide fair and open transmission access, promote environmental stewardship and facilitate effective markets and promote infrastructure development. CAISO is regulated by FERC and governed by a five-member governing board appointed by the governor.

CALCCA – California Community Choice Association – Association made up of Community Choice Aggregation (CCA) groups which represents the interests of California’s community choice electricity providers.

CARB – California Air Resources Board – The CARB is charged with protecting the public from the harmful effects of air pollution and developing programs and actions to fight climate change in California.

CARE – California Alternate Rates for Energy Program – A monthly discount of 20% or more on gas and electricity. Participants qualify through income guidelines or if enrolled in certain public assistance programs.

CEC – California Energy Commission
CCCFA – California Community Choice Financing Authority – The California Community Choice Financing Authority (CCCFA) was established in 2021 with the goal to reduce the cost of power purchases for member community choice aggregators (CCAs) through pre-payment structures. The founding members of CCCFA include Central Coast Community Energy, East Bay Community Energy, Marin Clean Energy, and Silicon Valley Clean Energy. CCCFA is a Joint Powers Authority which can help member CCAs save up to 10% or more on power purchase agreements, helping reduce costs for ratepayers and increase available funding for local programs.

CC Power – California Community Power – California Community Power is a Joint Powers Agency comprised of nine CCAs. CC Power allows its member CCAs to combine their buying power to procure new, cost-effective clean energy and reliability resources to continue advancing local and state climate goals.

CP – Compliance Period – Time period to become RPS compliant, set by the CPUC (California Public Utilities Commission)
DA – Direct Access – An option that allows eligible customers to purchase their electricity directly from third party providers known as Electric Service Providers (ESP).

Demand – The rate at which electric energy is delivered to or by a system or part of a system, generally expressed in kilowatts (kW), megawatts (MW), or gigawatts (GW), at a given instant or averaged over any designated interval of time. Demand should not be confused with Load or Energy.

DR – Demand Response – An opportunity for consumers to play a significant role in the operation of the electric grid by reducing or shifting their electricity usage during peak periods in response to time-based rates or other forms of financial incentives.
/T\ SILICON VALLEY <3/ CLEAN ENERGY
Silicon Valley Clean Energy Revised: February 7, 2024
2 DER – Distributed Energy Resource – A small-scale unit of power generation that operates locally and is connected to a larger power grid at the distribution level.

Distribution – The delivery of electricity to the retail customer’s home or business through low voltage distribution lines.
eHub – SVCE’s online customer resource center with the latest information on electric vehicles, home electrification, and solar and battery storage.

ERRA – Energy Resource Recovery Account – ERRA proceedings are used to determine fuel and purchased power costs which can be recovered in rates. The utilities do not earn a rate of return on these costs, and only recover actual costs. The costs are forecast for the year ahead. If the actual costs are lower than forecast, then the utility gives money back, and vice versa.

ESP – Energy Service Provider – An energy entity that provides service to a retail or end-use customer.

FERC – Federal Energy Regulatory Commission – Independent federal agency that regulates the interstate transmission of electricity, natural gas and oil. The CAISO is subject to FERC jurisdiction.

GHG – Greenhouse gas – water vapor, carbon dioxide, tropospheric ozone, nitrous oxide, methane, and chlorofluorocarbons (CFCs). A gas that causes the atmosphere to trap heat radiating from the earth. The most common GHG is Carbon Dioxide, though Methane and others have this effect as well.

GWh – Gigawatt-hour – The unit of energy equal to that expended in one hour at a rate of one billion watts. One GWh equals 1,000 megawatt-hours.

IOU – Investor-Owned Utility – A private electricity and natural gas provider.

IRA – Inflation Reduction Act
IRP – Integrated Resource Plan – A plan which outlines an electric utility’s resource needs in order to meet expected electricity demand long-term.
kW – Kilowatt – Measure of power where power (watts) = voltage (volts) x amperage (amps) and 1 kW = 1000 watts
kWh – Kilowatt-hour – This is a measure of consumption. It is the amount of electricity that is used over some period of time, typically a one-month period for billing purposes. Customers are charged a rate per kWh of electricity used.

LCR – Local (RA) Capacity Requirements – The amount of Resource Adequacy capacity required to be demonstrated in a specific location or zone.

LCFS – Low Carbon Fuel Standard – A CARB program designed to encourage the use of cleaner low-carbon fuels in California, encourage the production of those fuels, and therefore, reduce greenhouse gas emissions.

Load – An end use device or customer that receives power from an energy delivery system. Load should not be confused with Demand, which is the measure of power that a load receives or requires. See Demand.

LSE – Load-serving Entity – Entities that have been granted authority by state, local law or regulation to serve their own load directly through wholesale energy purchases and have chosen to exercise that authority.

Silicon Valley Clean Energy Revised: February 7, 2024
3 MMT – Million Metric Tonnes – Common unit of measurement in regulatory and policy space for California’s GHG emissions.

MAWG – Member Agency Working Group, a group of PIOs from SVCE’s member communities that gather monthly MW – Megawatt – measure of power. A megawatt equals 1,000 kilowatts or 1 million watts.

MWh – Megawatt-hour – measure of energy
NEM – Net Energy Metering – A program in which solar customers receive credit for excess electricity generated by solar panels. The main differences between NEM and FIT programs are the type of rate (flat vs. dependent on time-of-day generation), number of meters required (two vs. one), and flexibility (long-term contract vs. non-binding program enrollment).

PCC1 – RPS Portfolio Content Category 1 – Bundled renewables where the energy and REC are dynamically scheduled into a California Balancing Authority (CBA) such as the CAISO. Also known as “in-state” renewables PCC2 – RPS Portfolio Content Category 2 – Bundled renewables where the energy and REC are from out-of-state and not dynamically scheduled to a CBA.

PCC3 – RPS Portfolio Content Category 3 – Unbundled RECPSPS – Public Safety Power Shutoff – An event in which the IOUs purposely turn off segments of the grid due to high risk of ignition and wildfires.

PCIA or “exit fee” – Power Charge Indifference Adjustment (PCIA) is an “exit fee” based on stranded costs of utility generation set by the California Public Utilities Commission. It is calculated annually and assessed to customers of CCAs and paid to the IOU that lost those customers as a result of the formation of a CCA.

Power Content Label (PCL) – A user-friendly way of displaying information to California consumers about the energy resources used to generate the electricity they sell, as required by AB 162 (Statue of 2009) and Senate Bill 1305 (Statutes of 1997).

PPA – Power Purchase Agreement – A contract used to purchase the energy, capacity and attributes from a renewable resource project.

Prepay – payment in advance by a municipal utility for a number of years of contracted energy, and this prepayment with tax-exempt debt
RA – Resource Adequacy – Under its Resource Adequacy (RA) program, the California Public Utilities Commission (CPUC) requires load-serving entities—both independently owned utilities and electric service providers—to demonstrate in both monthly and annual filings that they have purchased capacity commitments to contribute their share of system reliability. Today LSEs must procure no less than 115% of the peak hour load. In 2023 and 2024, this will increase to 116% and 117% respectively. Beginning in 2025 a new RA program will be implemented requiring LSEs show capacity to meet their hourly reliability needs, the “PRM” adder is still undetermined.

RE – Renewable Energy – Energy from a source that is not depleted when used, such as wind or solar power.

REC – Renewable Energy Certificate – A REC is the property right to the environmental benefits associated with generating renewable electricity. For instance, homeowners who generate solar electricity are credited with 1 solar REC for every MWh of electricity they produce. Utilities obligated to fulfill an RPS requirement can purchase these RECs on the open market.

RPS – Renewable Portfolio Standard – Law that requires CA utilities and other load serving entities (including CCAs) to provide an escalating percentage of CA qualified renewable power (culminating at 33% by 2020) in their annual energy portfolio.

Silicon Valley Clean Energy Revised: February 7, 2024
4 SB 100 – California Senate Bill 100 established a landmark policy requiring renewable energy and zero-carbon resources supply 100 percent of electric retail sales to end-use customers by 2045.

SMUD – Sacramento Municipality Utility District
SCE – Southern California Edison
SDG&E – San Diego Gas & Electric
TOB – Tariff On-bill – Tariff On-Bill Financing is a model in which utilities use a tariff to enable customers to pay back the cost of a solar panel without credit or income level conditions.

TOU – Time-of-Use Rates – The pricing of delivered electricity based on the estimated cost of electricity during a particular time-block. Time-of-use rates are usually divided into three or four time-blocks per 24 hour period (on-peak, midpeak, off-peak and sometimes super off-peak) and by seasons of the year (summer and winter). Real time pricing differs from TOU rates in that it is based on actual (as opposed to forecasted) prices that may fluctuate many times a day and are weather sensitive, rather than varying with a fixed schedule.

Unbundled RECs – Renewable energy certificates that verify a purchase of a MWH unit of renewable power where the actual power and the certificate are “unbundled” and sold to different buyers.

VPP – Virtual Power Plant – A cloud-based energy supply made up of a collection of an aggregation of distributed energy resources (DERs), such as smart EV chargers, smart thermostats, building energy management systems, battery storage systems, solar PV and smart inverters.
24/7 – Goal of supplying consumer energy demand with 100% carbon-free energy at all hours of the day

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, April 9, 2025
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Gilroy City Hall
Administration Conference Room
7351 Rosanna Street
Gilroy, CA
Monte Sereno Council Chambers
18041 Saratoga-Los Gatos Road
Monte Sereno, CA

DRAFT MEETING MINUTES
Call to Order:

Chair Tyson called the meeting to order at 7:01 p.m.

Director Meadows provided a statement regarding her remote participation pursuant to AB 2449 under the “Just Cause” provision due to a physical disability that could not be accommodated and stated there was no one else 18 or over present in her location.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills
Larry Klein (Vice Chair), Sunnyvale
Elliot Scozzola, Campbell
J.R. Fruen, Cupertino
Zach Hilton, Gilroy (participated remotely)
Sally Meadows, Los Altos (participated remotely)
Rob Rennie, Los Gatos
Garry Barbadillo, Milpitas
Bryan Mekechuk, Monte Sereno (participated remotely; joined the meeting at 7:05 p.m.) Yvonne Martinez Beltran, Morgan Hill
Pat Showalter, Mountain View
Otto Lee, Santa Clara County (arrived at 7:04 p.m.)
Tina Walia, Saratoga
A quorum was present.

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

Item 1a Draft Minutes: 4/9/25 Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

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Consent Calendar
There were no questions or comments from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.
1a) Approve Minutes of the March 12, 2025, Board of Directors Meeting 1b) Receive February 2025 Treasurer Report
1c) Authorize the Chief Executive Officer to Execute a Contract Amendment with School of Thought for Marketing and Advertising Services to Add $230,000 for a New Amount Not to Exceed $530,000
1d) Authorize the Chief Executive Officer to Approve the CalCCA Annual Budget and Payment of Dues and Fees in an Amount Not to Exceed $750,000 per CalCCA’s Fiscal Year 1e) Adopt Resolution Establishing Administrative Claims Procedure 1f) Authorize the Chief Executive Officer to Execute a 15-Year Power Purchase Agreement with Yellow Pine III, LLC for an Energy Storage Service Agreement, in Substantial Form and Any Necessary Ancillary Agreements and Documents
1g) Receive Executive Committee Report
1h) Receive Additional Committees Report
1i) Receive California Community Power Report
MOTION: Vice Chair Klein moved and Director Rennie seconded the motion to approve the Consent Calendar, Items 1a through 1i.

The motion carried by verbal roll call vote with Directors Lee and Mekechuk absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Monica Padilla addressed the following in her report:
1) Announcement of staff hiring and promotion:
• Kaila Kiefer, previously an SVCE climate fellow, accepted a permanent position with SVCE in the role of Energy Services Specialist; and
• Adam Pearse, Senior Regulatory Analyst, was promoted to Senior Regulatory Analyst and Associate General Counsel
2) An acknowledgment of the recipients of the Metropolitan Transportation Capital Program Implementation Grant for charging station infrastructure work, which included: City of Morgan Hill, City of Gilroy, and Santa Clara County. CEO Padilla announced SVCE’s matching of grant funds at 11.47 percent by providing $136,266 to the City of Morgan Hill, and $68,302 to the City of Gilroy, and noted that the County infrastructure projects were outside of SVCE’s service territories.

3) Announcement of SVCE as the recipient of an Excellence in Public Information and Communications (EPIC) award presented by the California Association of Public Information Officials.
4) Announcement of an SVCE survey requesting information from Directors regarding ideas to improve agency communication with the Board of Directors.

Item 1a Draft Minutes: 4/9/25 Board of Directors Meeting

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5) An update on executive orders from Bena Chang, Director of Government and Legislative Affairs, who provided information regarding the slate of tariffs imposed by the federal government, with potential impact to costs for developing and procuring clean energy.

Staff responded to questions and comments regarding federal-level policy changes, existing SVCE power purchase agreements and future pricing adjustments, tariffs and clean energy procurement, and tax-exempt status of municipal bonds.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.
3) Adopt SVCE’s Power Purchase Agreement Project Selection Policy (Action) Director of Government and Legislative Affairs Chang and Kris Van Vactor, Director of Power Resources, presented information on SVCE’s proposed Power Purchase Agreement (PPA) Project Selection Policy, including the following key elements of the policy: workforce standards, environmental stewardship, technology diversification, and location. Changes made to the policy as a result of stakeholder feedback were reviewed, in addition to the direction provided by the Executive Committee from the February 28, 2025 meeting.

Staff responded to questions and comments regarding potential gaps identified in the staff proposal and stakeholders’ requests.

Chair Tyson opened Public Comment and addressed in-person comments.

Louise A., Working Partnerships USA, provided a comment in support of the proposed policy with two additional elements recommended in the public comment letter that was submitted (consider environmental impacts and assess community engagement for earlier stage projects), and expressed the importance of developing projects focused on regional construction careers.

Following the in-person public comment speaker, Chair Tyson addressed members of the public joining remotely.

Bradley C., Oakland resident and consultant with IBEW local 595, provided supportive comments regarding the proposed policy, specifically the strong workforce and environmental standards and the role the policy will play in terms of workforce development.

Eric V., Co-director of the CCA Workforce and Environmental Justice Alliance, thanked the SVCE Board and staff for the collaborative effort undertaken in the development of the proposed policy, and requested inclusion of earlier stage considerations in environmental stewardship and community engagement as mentioned in the public comment letter that was submitted.

Tim F., CCA Workforce and Environmental Justice Alliance, commented on habitat conservation plan best practices and the desire to see the industry embrace the habitat conservation plan as a norm to get the best outcomes.

Chair Tyson closed Public Comment.

Chair Tyson opened the floor for comments from the Board of Directors. Board members shared comments regarding the following:
• Clarification regarding suggested stakeholder changes relating to earlier stage projects, pre-entitlement and entitlement distinction, and mitigation efforts that would address potential environmental impacts;
• Proposed language changes to the entitlement process, and the enforceable development agreement relating to habitat conservation plans; • Project risk reduction and meeting SVCE’s environmental stewardship goals; Item 1a Draft Minutes: 4/9/25 Board of Directors Meeting

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• SVCE’s environmental stewardship goals post-commencement of PPA projects and maintaining SVCE standards;
• Developer agreements relating to environmental stewardship and future PPA projects; and
• Suggested stakeholder language changes.

MOTION: Director Mekechuk moved and Director Scozzola seconded the motion to Adopt SVCE’s Power Purchase Agreement Project Selection Policy as set forth by staff.

Director Rennie clarified with the maker of the motion that “as set forth by staff” meant the proposed redlines to the policy were not included; Director Mekechuk confirmed the proposed redlines would not be included.

The motion carried by verbal roll call vote, 11-2-0, with Directors Hilton and Martinez Beltran dissenting.
4) Authorize the Chief Executive Officer to Execute Contracts with Kings Community Action Organization and Self-Help Enterprises in an Amount Not-to-Exceed $1,500,000 from the Hanford Hybrid Plant Emissions Mitigation Fund (Action) Pamela Leonard, Deputy Director of Marketing and Communications, and Juliette Pascual, Community Outreach Specialist, provided a presentation regarding the funding request for two programs from the Hanford Hybrid Plant Emissions Mitigation Fund to support emissions reduction from greenhouse gases through electrification activities in disadvantaged or low-income communities in Kings County. The presentation included information on the following:
• Funding for Kings Community Action Organization up to $300,000 for weatherization measures;
• Funding for Self-Help Enterprises up to $1,200,000 for electrification initiatives; • Highlights of the Hanford Hybrid Battery Plant;
• An overview of Kings Community Action Organization and Self-Help Enterprises program; and
• Key elements of funding the Kings Community Action Organization and Self-Help Enterprises programs and SVCE’s funding guidelines and priorities.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Staff responded to questions and comments regarding local weatherization programs, the tenure and oversight of the two selected programs, and community education relating to electrification.

Board members provided supportive comments to staff regarding their efforts on the initiative.

MOTION: Vice Chair Klein moved and Director Scozzola seconded the motion to authorize the Chief Executive Officer to execute contracts with Kings Community Action Organization and Self-Help Enterprises in an amount not-to-exceed $1,500,000 from the Hanford Hybrid Plant Emissions Mitigation Fund
The motion carried by verbal roll call vote, 12-1-0, with Director Barbadillo dissenting. 5) Regionalization Overview (Discussion)
CEO Padilla introduced the item and Director of Power Resources Van Vactor and Director of Government and Legislative Affairs Chang provided a presentation with information on the California Independent System Operator (CAISO) and Western Energy Imbalance Market (WEIM), the governance Item 1a Draft Minutes: 4/9/25 Board of Directors Meeting

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structure of CAISO, and the introduction of Senate Bill 540 (SB540) that aims to transition specific functions from CAISO governance to regional organizations.

Staff responded to questions and comments including: SVCE’s support for SB 540, the regional energy market, the potential for passage of SB 540, future participation of other states in regional energy markets, and the position of other CCAs on SB 540.

There was no public comment on this item.
6) Local Agency Action Planning (Informational)
Anthony Eulo, Senior Manager of Public Sector Services, provided an update regarding local reach codes, permit modernization and policy implementation, and existing building retrofitting initiatives.

Staff responded to questions and comments regarding the adoption of 2025 state-level building codes, ongoing engagement with agencies’ stakeholders, reach codes, introduction of and potential amendments to Assembly Bill 306 (AB 306), and the potential impact on regional housing development initiatives.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Board Member Announcements and Future Agenda Items
Vice Chair Klein acknowledged SVCE staff for their participation in the Sunnyvale Arbor Day event at Sunnyvale City Hall.

Adjourn
Chair Tyson adjourned the meeting at 9:06 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 4/9/25 Board of Directors Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of March 31, 2025
(Preliminary & Unaudited)
Issue Date: May 14, 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 16-26
Item 1b March 2025 Treasurer Report
©

SILICONVALLEY

CLEAN ENERGY
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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $6.1 million for the month of March and $60 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $545.3 million. > SVCE is investing ~95.4% of available funds, recognizing interest/dividend income of $10.6M FYTD. *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* 517.1 M
Total Interest/Div. Earned FYTD 10.6 M
Average Yield to Maturity** 4.35%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized yield for the current month. Investment yields are measured to maturity at market.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
March 31, 2025
498.0 M
545.3 M
0 M
100 M
200 M
300 M
400 M
500 M
600 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) Mid-Year Budget (Left Y-Axis)** Actual (Left Y-Axes) 408 415 427 432 430 435
300 305 319 324 333 339
500
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
$10.6 M

1.9 M

1.8 M 2.0 M

2.0 M

2.0 M 1.8 M

0.4 M

1.7 M 1.7 M

2.1 M

2.6 M

2.0 M

0.0 M

1.5 M

3.0 M

4.5 M

6.0 M

7.5 M

9.0 M

10.5 M

12.0 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 Mid-Year Budget Actual and Accrued Cash Basis Accounting Returns 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, 2024-January, 2025 results are updated per the Mid-Year budget revisions adopted in March 2025. * Accounting returns investment of income includes unrealized mark-to-market gain or loss of the total investment portfolio as per US GAAP, Actual and Accrued Cash Basis excludes mark-to-market gains (losses).

Item 1b March 2025 Treasurer Report
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Summary of Actual Results vs. Adopted Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $67.9 million or 29% is above the Mid-Year Budget expectations of $66.4M (27%) operating margin for the fiscal year to date. > FYTD Power Supply costs are -6% below Mid-Year Budget. > Retail GWh sales FYTD landed -2.4% below Mid-Year Budget respectively.

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

Revenue 35.1 M 35.8 M -2.0% 235.2 M 245.1 M -4.0%
Power Supply Cost 27.9 M 28.9 M -3.3% 167.3 M 178.7 M -6.4% Operating Margin 7.2 M 7.0 M 3.3% 67.9 M 66.4 M 2.2%
Operating Expenses (ex Power) 2.3 M 3.6 M -36.0% 13.6 M 17.8 M -23.5% Other Non-Op. Expen. (Income) -2.0 M -1.8 M 15.2% 9.2 M 12.3 M -25.1% Net Increase in Available Fund
Balance 6.9 M 5.1 M 34.8% 45.1 M 36.4 M 24.0%
Customer Load Statistics:

Total Accounts 282,423
Opt-Out Accounts (Month) 40
Opt-Out Accounts (FYTD) 245
Opt-Up Accounts (Month) (11)
Opt-Up Accounts (FYTD) (25)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
Nuclear & Hanford Prog. Funds
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. Lower November-February customer demand and a negative true-up settlement, partly offset by liquidated damage payments.

Beginning Balance End Balance
$ 20,000,000 $ 8,439,107 $ - $ 11,505,531
$ 77,436,658 $ 83,852,909 $ 10,530,000 $ 4,113,749
$ 5,437,984 $ 8,870,419 $ 5,370,000 $ 1,937,565

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
March 31, 2025
March Fiscal YTD
October-December - revenue and all operating cost were actualized during the Mid-Year budgeting
January -February - Weaker customer demand was offset by lower power supply cost, liquidated damage payments and reduced operating expenses.

March - Customer demand was in-line with expectations while all components of operating expenses remained below MY budget. Lower YTD costs is mostly due to lower energy consumption in November -February and a decline in energy/attribute prices. Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects budgetary transfers to program and other funds $ 2,188,000 $ 7,696,000 $ 5,508,000 $ -
YTD Contributions YTD Expenditures
$ 9,159,383 $ 8,925,619 $ - $ 233,764
-2 K
4 K
1,106 K
-550 K
6,391 K
1,786 K
-2 M
0 M
2 M
4 M
6 M
8 M
10 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
254,599
254,508
254,655
254,927
27,487
27,489
27,328
27,432
27,443
27,496

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
280
290
300
310
320
330
340
350
360
370
Retail Sales - Actual vs Mid-Year Budget (GWh)
Retail Sales Actual (GWh) Retail Sales MY Budget (GWh)
Load deviation from the Budget (Right Y-Axes)
Power Supply

90.1%
Personnel

4.0%
Contract
Services

3.5%
G & A

2.2%
Depreciation

0.2%
YTD Operating Expenses
Item 1b March 2025 Treasurer Report
4 Current Assets
Cash & Cash Equivalents* $ 275,548,221
Accounts Receivable, net of allowance 31,771,254
Investments 67,663,231
Accrued Revenue 22,404,793
Other Receivables 8,555,924
Prepaid Expenses 1,473,413
Deposits 733,380
Total Current Assets 408,150,216
Noncurrent assets
Capital assets, net of depreciation 12,322,503
Investments** 205,269,710
Deposits
Total Noncurrent Assets 217,592,213
Total Assets 625,742,429
Current Liabilities
Accounts Payable 1,398,316
Accrued Cost of Electricity 52,290,476
Other accrued liabilities 1,876,967
User Taxes and Energy Surcharges due to other gov'ts 1,334,431 Supplier security deposits 225,000
Lease liability 138,620
Total Current Liabilities 57,263,810
Noncurrent Liabilities
Supplier security deposits 23,228,125
Total noncurrent liabilities 23,228,125
Total Liabilities 80,491,935
Net investment in capital assets 12,183,883
Unrestricted (deficit) 533,066,611
Total Net Position $ 545,250,494
* 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 March 31, 2025
ASSETS

LIABILITIES
Item 1b March 2025 Treasurer Report
5 OPERATING REVENUES
Electricity Sales, Net $ 226,446,573
GreenPrime electricity premium 1,146,473
Liquidated damages 7,573,869
TOTAL OPERATING REVENUES 235,166,915

OPERATING EXPENSES
Cost of Electricity 167,259,737
Contract services 6,475,876
Staff compensation and benefits 7,395,808
Other operating expenses 4,160,165
Depreciation 384,173
TOTAL OPERATING EXPENSES 185,675,759
OPERATING INCOME(LOSS) 49,491,156

NONOPERATING REVENUES (EXPENSES)
Investment Income 10,567,244
Financing costs (4,780)
TOTAL NONOPERATING REVENUES (EXPENSES) 10,562,464
CHANGE IN NET POSITION 60,053,620
Net Position at beginning of period 485,196,874
Net Position at end of period $ 545,250,494

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2024 through March 31, 2025

AND CHANGES IN NET POSITION
Item 1b March 2025 Treasurer Report
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 250,148,984
Receipts of liquidated damages 7,573,869
Receipts of security deposits 23,500,894
Payments of security deposits (2,700,000)
Payments to suppliers for electricity (185,023,220)
Payments for other goods and services (11,858,327)
Payments for staff compensation and benefits (7,003,484) Tax and surcharge payments to other governments (4,439,698) Net cash provided (used) by operating activities 70,199,018

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (1,729)
Net cash provided (used) by financing activities (1,729)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (267,180)
Acquisition of capital assets (11,728,699)
Net cash provided (used) by capital and related
financing activities (11,995,879)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (134,961,662)
Proceeds from investment sales 80,838,871
Investment income received 9,995,720
Net cash provided (used) by investing activities (44,127,071) Net change in cash and cash equivalents 14,074,339
Cash and cash equivalents at beginning of year 261,473,872 Cash and cash equivalents at end of period $ 275,548,211

NONCASH INVESTING ACTIVITIES
Unrealized appreciation (depreciation) and timing differences in investment income$ 571,524

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2024 through March 31, 2025
Item 1b March 2025 Treasurer Report
7 Operating Income (loss) $ 49,491,156
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 384,173
(Increase) decrease in accounts receivable 11,290,192
(Increase) decrease in other receivables 7,885,268
(Increase) decrease in accrued revenue 7,174,692
(Increase) decrease in prepaid expenses (847,084)
(Increase) decrease in current deposits 35,419
Increase (decrease) in accounts payable (371,749)
Increase (decrease) in accrued cost of electricity (12,143,476) Increase (decrease) in accrued liabilities (129,679)
Increase (decrease) in taxes and surcharges due to other governments (344,894) Increase (decrease) in supplier security deposits 7,775,000 Net cash provided (used) by operating activities $ 70,199,018

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2024 through March 31, 2025

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET
Item 1b March 2025 Treasurer Report
8 $244,429,377
FYTD FYTD FY 2024-25 FY 2024-25
OPERATING REVENUES Actual Mid-Year Budget $ % Mid-Year Budget Remaining Budget Energy Sales $226,439,391 $244,429,377 * -$17,989,986 -7% $521,650,000 * $295,210,609 Green Prime Premium 1,146,473 646,931 * $499,542 77% $1,884,000 * 737,527 Other Income 7,581,051 * 7,581,051 n/a * (7,581,051)
TOTAL OPERATING REVENUES 235,166,915 245,076,308 (9,909,393) -4% 523,534,000 288,367,085

ENERGY EXPENSES
Power Supply 167,259,737 178,662,476 (11,402,739) -6% 349,478,000 182,218,263 Operating Margin 67,907,178 66,413,832 1,493,346 2% 174,056,000 106,148,822 29% 27%

OPERATING EXPENSES
Data Management 1,651,424 1,723,977 (72,553) -4% 3,549,000 1,897,576 PG&E Fees 599,026 705,592 (106,566) -15% 1,516,000 916,974 Salaries & Benefits 7,395,808 8,796,253 (1,400,445) -16% 18,805,000 11,409,192 Professional Services 1,823,440 3,312,301 (1,488,861) -45% 7,797,000 5,973,560 Marketing & Promotions 345,049 734,268 (389,219) -53% 1,885,000 1,539,951 General & Administrative 1,802,857 2,520,253 (717,396) -28% 5,733,000 3,930,143 TOTAL OPERATING EXPENSES 13,617,604 17,792,644 (4,175,040) -23% 39,285,000 25,667,396 OPERATING INCOME/(LOSS) 54,289,574 48,621,188 5,668,386 12% 134,771,000 80,481,426

NON-OPERATING REVENUES
Investment Income 10,567,244 9,174,316 1,392,928 15% 19,756,000 9,188,756 TOTAL NON-OPERATING REVENUES 10,567,244 9,174,316 1,392,928 15% 19,756,000 9,188,756

NON-OPERATING EXPENSES
Financing 1,720 5,302 (3,582) -68% 12,000 10,280

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 6,361 25,000 (18,639) -75% 50,000 43,639 One-Time Customer Bill Credit - - - n/a 35,000,000 35,000,000 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 - Transfer from Electrification Discount Fund (233,764) - (233,764) n/a - 233,764 Transfer from CRCR Fund - customer bill relief (1,425,251) - (1,425,251) n/a - 1,425,251 TOTAL OTHER USES 19,755,346 21,433,000 (1,677,654) -8% 56,458,000 36,702,654

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $ 45,099,752 $ 36,357,202 $ 8,742,550 24% $98,057,000 $52,957,248 * While the Total Operating Revenues were correctly modeled, the Mid-Year budget incorrectly included actual revenues from Oct-Dec 2024 of $0.6 million from Green Prime Premium and $2.8 million from Other Income in the Energy Sales category. The breakdown of the budgeted Total Operating Revenues among Energy Sales, Green Prime Premium, and Other Income is shown according to the approved Mid-Year budget.

Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through March 31, 2025
Item 1b March 2025 Treasurer Report
9 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfers in - General Programs $ 10,530,000 $ 10,530,000 $ - 100.0% Total $ 10,530,000 $ 10,530,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures 17,552,064 4,113,749 13,438,315 23.4% Net increase (decrease) in fund balance $ (7,022,064) $6,416,251 Fund balance at beginning of period 77,436,658
Fund balance at end of period $83,852,909

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 4,411,000 1,425,251 2,985,749 32.3% Other program expenditures 825,000 512,314 312,686 62.1% Total Program expenditures 5,236,000 1,937,565 3,298,435 Net increase (decrease) in fund balance $ 134,000 3,432,435 Fund balance at beginning of period 5,437,984
Fund balance at end of period $8,870,419

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through March 31, 2025

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

GENERAL PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through March 31, 2025
BUDGET
BUDGET
Item 1b March 2025 Treasurer Report
10 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ - $ - $ - n/a
EXPENDITURES & OTHER USES:

Program expenditures 850,000 233,764 616,236 27.5%
Net increase (decrease) in fund balance $ (850,000) (233,764) Fund balance at beginning of period 9,159,383
Fund balance at end of period $8,925,619

BUDGET ACTUAL/
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund * $ - n/a
EXPENDITURES & OTHER USES:

Capital outlay - 11,505,531 (11,505,531)
Other program expenditures 55,362
11,560,893
Net increase (decrease) in fund balance $ - (11,560,893) Fund balance at beginning of period 20,000,000
Fund balance at end of period $8,439,107

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through March 31, 2025

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through March 31, 2025
Item 1b March 2025 Treasurer Report
11 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
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 $ 5,508,000 $ 5,508,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures - - -
Net increase (decrease) in fund balance $ 5,508,000 $5,508,000 Fund balance at beginning of period 2,188,000
Fund balance at end of period $7,696,000
BUDGET

NUCLEAR AND HANFORD PROGAM FUNDS

BUDGETARY COMPARISON SCHEDULE
October 1, 2024 through March 31, 2025
Item 1b March 2025 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 $ 40,444,049 $ 37,228,673 $ 35,529,828 $ 34,904,798 $ - $ - $ - $ - $ - $ - $ 226,446,573 Green electricity premium $ 216,009 $ 177,897 $ 192,481 $ 188,052 $ 178,307 $ 193,727 $ - $ - $ - $ - $ - $ - 1,146,473 Liquidated damages $ 2,400,000 $ 404,610 $ - $ - $ 4,769,259 $ - $ - $ - $ - $ - $ - $ - 7,573,869 Other Income $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Total operating revenues 44,888,270 36,649,471 40,636,530 37,416,725 40,477,394 35,098,525 - - - - - - 235,166,915

OPERATING EXPENSES
Cost of electricity 29,690,455 $ 23,435,665 $ 24,597,864 $ 30,250,162 $ 31,366,058 $ 27,919,533 $ - $ - $ - $ - $ - $ - 167,259,737 Staff compensation and benefits 1,153,708 $ 1,135,297 $ 1,503,015 $ 1,268,232 $ 1,111,324 $ 1,224,232 $ - $ - $ - $ - $ - $ - 7,395,808 Data manager 270,465 $ 270,551 $ 270,449 $ 271,060 $ 271,407 $ 297,492 $ - $ - $ - $ - $ - $ - 1,651,424 Service fees - PG&E 100,000 $ 96,085 $ 104,098 $ 99,430 $ 99,450 $ 99,963 $ - $ - $ - $ - $ - $ - 599,026 Consultants and other professional fees 806,956 $ 771,641 $ 713,688 $ 488,719 $ 758,117 $ 686,305 $ - $ - $ - $ - $ - $ - 4,225,426 Other operating expenses 462,895 $ 852,622 $ 1,008,087 $ 522,513 $ 628,025 $ 686,023 $ - $ - $ - $ - $ - $ - 4,160,165 Depreciation 53,537 $ 53,341 $ 65,816 $ 65,817 $ 65,679 $ 79,983 $ - $ - $ - $ - $ - $ - 384,173 Total operating expenses 32,538,016 26,615,202 28,263,017 32,965,933 34,300,060 30,993,531 - - - - - - 185,675,759 Operating income (loss) 12,350,254 10,034,269 12,373,513 4,450,792 6,177,334 4,104,994 - - - - - - 49,491,156

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Interest income 428,694 $ 1,712,666 $ 1,742,311 $ 2,102,525 $ 2,556,286 $ 2,024,762 $ - $ - $ - $ - $ - $ - 10,567,244 Financing costs (701) $ (625) $ (549) $ (472) $ (2,125) $ (308) $ - $ - $ - $ - $ - $ - (4,780) Total nonoperating revenues (expenses) 427,993 1,712,041 1,741,762 2,102,053 2,554,161 2,024,454 - - - - - - 10,562,464 CHANGE IN NET POSITION $ 12,778,247 $ 11,746,310 $ 14,115,275 $ 6,552,845 $ 8,731,495 $ 6,129,448 $ - $ - $ - $ - $ - $ - $ 60,053,620

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2024 through March 31, 2025
Item 1b March 2025 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 $ 48,885,983 $ 23,794,276 $ 27,049,188 $ 42,937,816 California Asset Management Program (CAMP) $ 206,767,899 $ 229,607,825 $ 216,507,939 $ 249,409,396 $ 240,227,528 $ 233,113,584 PFM Asset Management Investment Portfolio $ 281,807,003 $ 270,469,593 $ 271,357,416 $ 273,147,693 $ 276,597,488 $ 275,221,074 Total Ending Balance $ 521,938,658 $ 528,639,108 $ 536,751,338 $ 546,351,364 $ 543,874,204 $ 551,272,475 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% 4.55% 4.53% 4.42% 4.39% California Asset Management Program (CAMP) 5.03% 4.87% 4.73% 4.55% 4.51% 4.47% PFM Asset Management Investment Portfolio * 4.45% 4.45% 4.45% 4.40% 4.33% 4.25% Average Return On Investments: 4.69% 4.64% 4.57% 4.47% 4.41% 4.35% * Yield to Maturity at Market.

Accounting Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ 26,036 $ 36,682 $ 38,759 $ 20,782 $ 21,676 California Asset Management Program (CAMP) $ 908,552 $ 839,926 $ 900,114 $ 901,457 $ 818,132 $ 886,056 Other Interest Income $ 4,447 $ 2,470 $ 2,313 $ 2,322 $ 2,242 $ 2,243 PFM Asset Management Investment Portfolio * $ (498,690) $ 844,234 $ 803,202 $ 1,159,987 $ 1,715,130 $ 1,115,010 Total Interest and Investment Gains $ 428,694 $ 1,712,666 $ 1,742,311 $ 2,102,525 $ 2,556,286 $ 2,024,985 * Includes change in current market value (month over month), accrued interest and money market dividends (as per US GAAP).

Actual and Accrued Cash Basis Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 14,385 $ 26,036 $ 36,682 $ 38,759 $ 20,782 $ 21,676 Camp Pool Composition (based on market value): $ 908,552 $ 839,926 $ 900,114 $ 901,457 $ 818,132 $ 886,056 Other Interest Income $ 4,447 $ 2,470 $ 2,313 $ 2,322 $ 2,242 $ 2,020 PFM Asset Management Investment Portfolio * $ 945,927 $ 954,874 $ 1,046,439 $ 1,048,124 $ 1,144,192 $ 895,923 Total Interest and Investment Gains $ 1,873,311 $ 1,823,305 $ 1,985,548 $ 1,990,662 $ 1,985,349 $ 1,805,676 * Includes interest/dividends/coupons received, net realized gains/losses and monthly change in accrued interest.

CAMP Portfolio Statistics
As of March 31, 2025
Beginning of the Month Market Value $ 240,227,528
Ending of The Month Market Value $ 233,113,584
Monthly Distribution Yield 4.47% Weighted Average Maturity (days) 48 PFM Portfolio Statistics
As of March 31, 2025
Portfolio Par Value $ 273,770,301
Portfolio Market Value (icl. Accrued Interest) $ 275,221,074 Yield to Maturity at Cost 4.57%
Yield to Maturity at Market 4.25%
Benchmark Yield* 3.96%
Portfolio Effective Duration (years) 1.34 Weighted Average Maturity (days) 662 *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 March 31, 2025

13.75%

10.78%

33.81% 33.75%

4.49% 3.42%

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
35%
Commercial
Paper
10%
CAMP Pool
0%
Federal Agency
Commercial
7%
Supra-National
Agency
0%
Corp. & Bank Notes
23% Certificate of Deposit
5%
Asset-Backed
Security
20%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

34.2%
Certificates of
Deposit, 28.4%
Commercial
Paper, 36.7%
Money Market
Funds, 0.1%
Corporate
Notes, 0.7%
Camp Pool Composition (based on market value)
Item 1b March 2025 Treasurer Report
14 October November December January February March April May June July August September YTD Retail Sales Actual (GWh) 338.0 306.3 334.6 341.1 312.1 329.2 1,961 Retail Sales MY Budget (GWh) 338.0 306.3 334.6 363.3 341.8 326.0 310.5 310.3 323.6 342.9 348.8 344.1 2,010 Load deviation from the Budget (Right Y-Axes)0.0% 0.0% 0.0% -6.1% -8.7% 1.0% -2.4% Customer Participation Rate Res 96.1% 96.1% 96.2% 96.1% 96.2% 96.2% Customer Participation Rate Com 96.5% 96.5% 96.4% 96.5% 96.2% 96.4% Total Accounts 281,658 282,096 281,927 281,940 282,098 282,423 282,423 Opt-Out Accounts 41 25 31 66 42 40 245
Opt-Up Accounts -7 17 -23 -9 8 -11 -25

0.07 24.55
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 3/31/2025) Date Amount
<30 days $29,049,613 High 11/29/2021 $7.99M
<60 days $1,376,582 Low 4/17/2020 $2.54M
<90 days $869,690 Current 7/31/2023 $6.2 M
<120 days $549,638
Older $3,363,143

March 2025 FYTD
Bad Debt % (Actual)

0.36%

TOTAL DUE
Bad Debt % (Budget )

0.75%
Accounts Receivable Days
25 Days
$35,208,665

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 $844,920 % 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 $140,820 $-
$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
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
16 M
>120 Days 31+ Days
Item 1b March 2025 Treasurer Report
15 Item 1b March 2025 Treasurer Report
Silicon Valley Clean Energy March 31, 2025
Certificate of Compliance
During the reporting period for the month ended March 31, 2025, 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 1b March 2025 Treasurer Report
Managed Account Security Transactions & For the Month Ending March 31, 2025 Interest Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Sub-Total (6,976.94) (18,417,988.54)

INTEREST
18,535,000.00 (18,411,011.60)
Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method
BUY
02/20/25 03/03/25 PACCAR FINANCIAL CORP
DTD 03/03/2025 4.550% 03/03/2028
69371RT63 1,500,000.00 (1,499,085.00) 0.00 (1,499,085.00) 02/27/25 03/04/25 FHMS K074 A2
DTD 03/01/2018 3.600% 01/01/2028
3137F4D41 1,000,000.00 (978,554.69) (300.00) (978,854.69) 03/04/25 03/07/25 FHMS K076 A2
DTD 05/01/2018 3.900% 04/01/2028
3137FEZU7 1,200,000.00 (1,186,781.25) (780.00) (1,187,561.25) 03/04/25 03/12/25 HART 2025-A A3
DTD 03/12/2025 4.320% 10/15/2029
44935CAD3 1,695,000.00 (1,694,749.99) 0.00 (1,694,749.99) 03/05/25 03/10/25 FHMS K075 A2
DTD 04/01/2018 3.650% 02/01/2028
3137F4X72 1,250,000.00 (1,228,173.83) (1,140.63) (1,229,314.46) 03/05/25 03/10/25 FHMS K075 A2
DTD 04/01/2018 3.650% 02/01/2028
3137F4X72 225,000.00 (221,071.29) (205.31) (221,276.60) 03/05/25 03/12/25 MARS INC
DTD 03/12/2025 4.450% 03/01/2027
571676AW5 480,000.00 (479,568.00) 0.00 (479,568.00)
03/06/25 03/14/25 COMMONWEALTH BK AUSTR NY
DTD 03/14/2025 4.423% 03/14/2028
20271RAV2 390,000.00 (390,000.00) 0.00 (390,000.00)
03/10/25 03/24/25 ADVANCED MICRO DEVICES
DTD 03/24/2025 4.212% 09/24/2026
007903BH9 1,835,000.00 (1,835,000.00) 0.00 (1,835,000.00) 03/17/25 03/21/25 BMW US CAPITAL LLC (CALLABLE)
DTD 03/21/2025 4.650% 03/19/2027
05565ECU7 570,000.00 (569,572.50) 0.00 (569,572.50)
03/18/25 03/25/25 FORDO 2025-A A2A
DTD 03/25/2025 4.470% 12/15/2027
34535KAB4 2.080.000.00 (2.079.876.86) 0.00 (2,079,876.86) 03/18/25 03/25/25 VALET 2025-1 A2A
DTD 03/25/2025 4.510% 01/20/2028
92868MAB5 1.800.000.00 (1.799.943.12) 0.00 (1,799,943.12) 03/25/25 03/26/25 ALPHABET INC (CALLABLE)
DTD 08/09/2016 1.998% 08/15/2026
02079KAC1 2.000.000.00 (1,939.300.00) (4,551.00) (1,943,851.00) 03/25/25 03/31/25 VZMT 2025-3 A1A
DTD 03/31/2025 4.510% 03/20/2030
92348KDY6 1.510.000.00 (1,509.935.07) 0.00 (1,509,935.07) 03/26/25 04/01/25 MERCEDES BENZ FIN NA
DTD 04/01/2025 4.650%
04/01/2027
58769JBC0 1,000,000.00 (999,400.00) 0.00 (999,400.00)
PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 42
17 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description
Principal
CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L Sale
Amort Cost Method

INTEREST
DTD 09/08/2023 5.300% 09/08/2025
03/01/25 03/25/25 FNA 2024-M6 A2
DTD 11/01/2024 2.912% 07/01/2027
3136BTGM9 0.00 4,853.97 4,853.97
03/01/25 03/25/25 FHMS K733 A2
DTD 11/01/2018 3.750% 08/01/2025
3137FJXQ7 0.00 1,665.70 1,665.70
03/01/25 03/25/25 FHMS KJ28 A2
DTD 02/01/2020 2.308% 10/01/2027
3137FREE7 0.00 3,198.75 3,198.75
03/01/25 03/25/25 FHMS K739 A2
DTD 11/01/2020 1.336% 09/01/2027
3137F64P9 0.00 2,672.00 2,672.00
03/01/25 03/25/25 FHMS K068 A2
DTD 10/01/2017 3.244% 08/01/2027
3137FBBX3 0.00 2,297.83 2,297.83
03/01/25 03/25/25 FHMS K057 A2
DTD 09/01/2016 2.570% 07/01/2026
3137BRQJ7 0.00 2,516.46 2,516.46
03/01/25 03/25/25 FHMS K054 A2
DTD 04/01/2016 2.745% 01/01/2026
3137BNGT5 0.00 2,374.31 2,374.31
03/01/25 03/25/25 FNA 2015-M11 A2
DTD 07/01/2015 2.961% 04/01/2025
3136APSZ6 0.00 597.36 597.36
03/01/25 03/25/25 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 0.00 594.26 594.26
03/01/25 03/25/25 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 0.00 1,135.69 1,135.69
03/01/25 03/25/25 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 0.00 1,968.55 1.968.55
03/01/25 03/25/25 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 0.00 1.417.46 1.417.46
03/01/25 03/25/25 FHMS K737 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FOXJ7 0.00 2.209.37 2.209.37
03/01/25 03/25/25 FHMS K063 A2
DTD 03/01/2017 3.430% 01/01/2027
3137BVZ82 0.00 6.359.79 6.359.79
03/01/25 03/25/25 FHMS K059 A2
DTD 11/01/2016 3.120% 09/01/2026
3137BSRE5 0.00 1.820.00 1.820.00
03/04/25 03/04/25 AMERICAN EXPRESS CO (CALLABLE)
DTD 03/04/2022 2.550% 03/04/2027
025816CS6 0.00 19.125.00 19,125.00
03/08/25 03/08/25 JOHN DEERE CAPITAL CORP 24422EXC8 0.00 11.262.50 11.262.50 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 43
18 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description
Principal
CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 11/26/2024 4.610% 10/15/2027
03/11/25 03/11/25 TOYOTA MOTOR CREDIT CORP
DTD 09/11/2023 5.600% 09/11/2025
89236TKZ7 0.00 15,400.00 15,400.00
03/12/25 03/12/25 COMMONWEALTH BK AUSTR NY
DTD 09/12/2023 5.499% 09/12/2025
20271RAS9 0.00 21,996.00 21,996.00
03/12/25 03/12/25 AMERICAN HONDA FINANCE
DTD 03/13/2024 4.900% 03/12/2027
02665WFD8 0.00 7,472.50 7,472.50
03/15/25 03/15/25 TAOT 2024-B A2A
DTD 04/30/2024 5.410% 03/15/2027
89237NAB3 0.00 1,860.35 1,860.35
03/15/25 03/15/25 WFCIT 2024-Al A
DTD 03/01/2024 4.940% 02/15/2029
92970QAA3 0.00 3,807.92 3,807.92
03/15/25 03/15/25 ALLYA 2024-2 A3
DTD 09/27/2024 4.140% 07/16/2029
02007NAC2 0.00 2,277.00 2,277.00
03/15/25 03/15/25 US TREASURY N/B
DTD 03/15/2024 4.250% 03/15/2027
91282CKE0 0.00 106,250.00 106,250.00
03/15/25 03/15/25 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 0.00 1,473.25 1,473.25
03/15/25 03/15/25 TAOT 2024-C A2A
DTD 07/30/2024 5.160% 05/17/2027
89237QAB6 0.00 1,294.01 1,294.01
03/15/25 03/15/25 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
14317HAC5 0.00 698.18 698.18
03/15/25 03/15/25 WOART 2024-C A2A
DTD 08/20/2024 4.780% 01/18/2028
98164NAB1 0.00 3,736.94 3,736.94
03/15/25 03/15/25 TAOT 2025-A A2A
DTD 01/29/2025 4.480% 11/15/2027
89240JAB7 0.00 6,608.00 6,608.00
03/15/25 03/15/25 FORDO 2024-C A2A
DTD 09/20/2024 4.320% 08/15/2027
34532UAB5 0.00 2,322.00 2,322.00
03/15/25 03/15/25 FORDO 2024-A A2A
DTD 03/19/2024 5.320% 01/15/2027
34535EAB8 0.00 1,144.38 1,144.38
03/15/25 03/15/25 CHAIT 2024-Al A
DTD 01/31/2024 4.600% 01/16/2029
161571HV9 0.00 2,664.17 2,664.17
03/15/25 03/15/25 FORDO 2024-D A2A
DTD 11/22/2024 4.590% 10/15/2027
34535VAB0 0.00 1,969.88 1,969.88
03/15/25 03/15/25 COPAR 2024-1 A2A 14043NAB5 0.00 1,536.67 1,536.67 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 44
19 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 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

INTEREST
DTD 02/21/2024 5.360% 09/15/2026
03/15/25 03/15/25 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 0.00 69,375.00 69,375.00
03/15/25 03/15/25 NAROT 2024-A A2A
DTD 05/22/2024 5.470% 12/15/2026
65479UAB4 0.00 2,378.93 2,378.93
03/15/25 03/15/25 WFCIT 2024-A2 A
DTD 10/24/2024 4.290% 10/15/2029
92970QAE5 0.00 2,341.63 2,341.63
03/15/25 03/15/25 KCOT 2025-1A A2
DTD 02/19/2025 4.610% 12/15/2027
50117FAB7 0.00 2,114.20 2,114.20
03/15/25 03/15/25 DCENT 2023-Al A
DTD 04/11/2023 4.310% 03/15/2028
254683CY9 0.00 4,669.17 4,669.17
03/15/25 03/15/25 BAAT 2024-1A A3
DTD 05/22/2024 5.350% 11/15/2028
09709AAC6 0.00 557.29 557.29
03/15/25 03/15/25 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 0.00 1,566.83 1,566.83
03/15/25 03/15/25 WOART 2024-B A2A
DTD 05/22/2024 5.480% 09/15/2027
98164HAB4 0.00 1,298.74 1,298.74
03/15/25 03/15/25 TAOT 2024-D A2A
DTD 10/17/2024 4.550% 08/16/2027
89239TAB8 0.00 2,312.92 2,312.92
03/15/25 03/15/25 HART 2024-C A2A
DTD 10/16/2024 4.530% 09/15/2027
448976AB6 0.00 3,340.88 3,340.88
03/15/25 03/15/25 US TREASURY N/B
DTD 09/16/2024 3.375% 09/15/2027
91282CLL3 0.00 33,750.00 33,750.00
03/15/25 03/15/25 NAROT 2024-B A2A
DTD 10/23/2024 4.510% 06/15/2027
65479WAB0 0.00 3,965.04 3,965.04
03/15/25 03/15/25 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 0.00 4,018.00 4,018.00
03/15/25 03/15/25 HAROT 2024-4 A2
DTD 10/24/2024 4.560% 03/15/2027
43816DAB1 0.00 5,966.00 5,966.00
03/15/25 03/15/25 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6 0.00 2,793.50 2,793.50
03/15/25 03/15/25 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 0.00 4,433.46 4,433.46
03/15/25 03/15/25 HAROT 2024-1 A2 437918AB1 0.00 2,688.91 2,688.91 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 45
20 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 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

INTEREST
DTD 11/13/2023 5.800% 01/15/2027
03/15/25 03/15/25 US TREASURY N/B
DTD 03/15/2023 4.625% 03/15/2026
91282CGR6 0.00 34,687.50 34,687.50
03/15/25 03/15/25 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 0.00 1,108.00 1,108.00
03/15/25 03/15/25 COPAR 2023-2 A2A
DTD 10/11/2023 5.910% 10/15/2026
14044EAB4 0.00 1,538.69 1,538.69
03/15/25 03/15/25 COMET 2024-Al A
DTD 09/24/2024 3.920% 09/15/2029
14041NGE5 0.00 4,736.67 4,736.67
03/15/25 03/15/25 HART 2024-B A2A
DTD 07/24/2024 5.150% 06/15/2027
44934QAB7 0.00 2,183.80 2,183.80
03/15/25 03/15/25 CHAIT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 0.00 3,461.50 3,461.50
03/15/25 03/15/25 AMXCA 2024-1 A
DTD 04/23/2024 5.230% 04/16/2029
02582JKH2 0.00 3,116.21 3,116.21
03/15/25 03/15/25 ALLYA 2024-1 A3
DTD 03/13/2024 5.080% 12/15/2028
02008FAC8 0.00 1,629.83 1,629.83
03/15/25 03/15/25 TAOT 2024-A A3
DTD 01/30/2024 4.830% 10/16/2028
89238DAD0 0.00 1,348.38 1,348.38
03/15/25 03/15/25 AMXCA 2025-1 A
DTD 02/11/2025 4.560% 12/17/2029
02582JKM1 0.00 6,955.27 6,955.27
03/15/25 03/15/25 MBART 2023-2 A2
DTD 10/25/2023 5.920% 11/16/2026
58769FAB1 0.00 408.89 408.89
03/15/25 03/15/25 NAROT 2023-B A2A
DTD 10/25/2023 5.950% 05/15/2026
65480MAB9 0.00 1,460.86 1,460.86
03/15/25 03/15/25 WOART 2025-A A2A
DTD 01/29/2025 4.490% 04/17/2028
98164YAB7 0.00 4,302.92 4,302.92
03/15/25 03/15/25 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 0.00 2,275.00 2,275.00
03/15/25 03/15/25 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 0.00 1,642.76 1,642.76
03/15/25 03/15/25 BACCT 2024-Al A
DTD 06/13/2024 4.930% 05/15/2029
05522RDJ4 0.00 4,231.58 4,231.58
03/15/25 03/15/25 HART 2023-C A2A 44918CAB8 0.00 1,202.27 1,202.27 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 46
21 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 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

INTEREST
DTD 03/18/2024 4.993% 03/18/2027
03/15/25 03/15/25 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531QAB5 0.00 6,454.59 6,454.59
03/15/25 03/15/25 WOART 2024-A A2A
DTD 02/14/2024 5.050% 04/15/2027
98164RAB2 0.00 744.37 744.37
03/15/25 03/15/25 WOART 2023-D A2A
DTD 11/08/2023 5.910% 02/16/2027
98164DAB3 0.00 613.95 613.95
03/15/25 03/15/25 USAOT 2024-A A2
DTD 07/30/2024 5.250% 03/15/2027
90327VAB4 0.00 4,407.73 4,407.73
03/15/25 03/15/25 MBART 2025-1 A2A
DTD 01/23/2025 4.500% 02/15/2028
58773DAB0 0.00 7,593.75 7,593.75
03/15/25 03/15/25 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
02582JKD1 0.00 3,595.62 3,595.62
03/15/25 03/15/25 KCOT 2024-2A A2
DTD 06/25/2024 5.450% 04/15/2027
50117DAB2 0.00 1,362.50 1,362.50
03/16/25 03/16/25 GMCAR 2024-3 A2A
DTD 07/10/2024 5.350% 06/16/2027
38013KAB6 0.00 2,713.11 2,713.11
03/16/25 03/16/25 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 0.00 2,263.83 2,263.83
03/16/25 03/16/25 GMCAR 2025-1 A2A
DTD 01/15/2025 4.440% 01/18/2028
362955AB2 0.00 5,383.50 5,383.50
03/16/25 03/16/25 GMCAR 2024-2 A2A
DTD 04/10/2024 5.330% 03/16/2027
379931AB4 0.00 715.97 715.97
03/16/25 03/16/25 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 0.00 444.58 444.58
03/16/25 03/16/25 GMCAR 2024-4 A2A
DTD 10/16/2024 4.530% 10/18/2027
38014AAB7 0.00 2,472.63 2,472.63
03/16/25 03/16/25 NATIONAL RURAL UTIL COOP
(CALLABLE)
DTD 09/16/2024 4.120% 09/16/2027
63743HFT4 0.00 9,682.00 9,682.00
03/18/25 03/18/25 AUST & NZ BANKING GRP NY
DTD 03/18/2024 5.000% 03/18/2026
05253JB26 0.00 21,500.00 21,500.00
03/18/25 03/18/25 STATE STREET CORP (CALLABLE) 857477CL5 0.00 12,732.15 12,732.15 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 47
22 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 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 09/30/2024 3.919% 09/30/2027
03/20/25 03/20/25 VALET 2023-2 A2A
DTD 11/21/2023 5.720% 03/22/2027
92867YAB0 0.00 1,109.28 1,109.28
03/20/25 03/20/25 VALET 2024-1 A2A
DTD 11/26/2024 4.650% 11/22/2027
92868RAB4 0.00 5,134.38 5,134.38
03/21/25 03/21/25 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 0.00 921.38 921.38
03/21/25 03/21/25 HAROT 2024-3 A2
DTD 08/21/2024 4.890% 02/22/2027
43813YAB8 0.00 3,341.50 3,341.50
03/21/25 03/21/25 HAROT 2025-1 A2
DTD 02/11/2025 4.530% 08/23/2027
43814VAB3 0.00 13,590.00 13,590.00
03/22/25 03/22/25 PFAST 2023-2A A2A
DTD 11/10/2023 5.880% 11/23/2026
732916AB7 0.00 184.59 184.59
03/22/25 03/22/25 PFAST 2024-1A A2A
DTD 12/13/2024 4.450% 01/24/2028
73328EAB7 0.00 2,484.58 2,484.58
03/25/25 03/25/25 CHAOT 2024-5A A2
DTD 09/24/2024 4.400% 11/26/2027
16144QAB1 0.00 1,063.77 1,063.77
03/25/25 03/25/25 CHAOT 2024-2A A2
DTD 04/25/2024 5.660% 05/26/2027
16144CAB2 0.00 1,808.93 1,808.93
03/25/25 03/25/25 CHAOT 2024-4A A2
DTD 07/30/2024 5.250% 09/27/2027
16144YAB4 0.00 1,849.79 1,849.79
03/25/25 03/25/25 CHAOT 2024-1A A2
DTD 03/27/2024 5.480% 04/26/2027
16144BAB4 0.00 431.29 431.29
03/25/25 03/25/25 BMWOT 2025-A A2A
DTD 02/12/2025 4.430% 10/25/2027
096924AB1 0.00 4,894.53 4.894.53
03/25/25 03/25/25 CHAOT 2024-3A A2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 0.00 2.773.96 2.773.96
03/25/25 03/25/25 BMWOT 2024-A A3
DTD 06/11/2024 5.180% 02/26/2029
096919AD7 0.00 3.086.42 3.086.42
03/29/25 03/29/25 CITIBANK NA (CALLABLE)
DTD 09/29/2023 5.864% 09/29/2025
17325FBA5 0.00 11.141.60 11.141.60
03/30/25 03/30/25 HOME DEPOT INC (CALLABLE)
DTD 12/04/2023 4.950% 09/30/2026
437076CV2 0.00 5.816.25 5.816.25
03/30/25 03/30/25 AUST & NZ BANKING GRP NY 05253JB42 0.00 8.523.83 8.523.83 PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 48
23 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 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
03/31/25 03/31/25 US TREASURY N/B
DTD 04/01/2024 4.500% 03/31/2026
91282CKH3 0.00 202,500.00 202,500.00
03/31/25 03/31/25 HORMEL FOODS CORP (CALLABLE)
DTD 03/08/2024 4.800% 03/30/2027
440452AK6 0.00 5,760.00 5,760.00
03/31/25 03/31/25 US TREASURY N/B
DTD 09/30/2024 3.500% 09/30/2026
91282CLP4 0.00 122,500.00 122,500.00
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PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 49
24 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale DTD 04/10/2024 5.330% 03/16/2027
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U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 50
25 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 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

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Transaction Type Sub-Total 1,609,434.58 1,609,434.58 0.00 1,609,434.58 13,881.24 5,244.98 SELL
03/05/25 03/10/25 US TREASURY N/B
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91282CJV4 3,750,000.00 3,752,050.78 21,132.60 3,773,183.38 2,636.72 2,458.00 FIFO PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 51
26 Item 1b March 2025 Treasurer Report
Managed Account Security Transactions & Interest For the Month Ending March 31, 2025 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
SELL
03/25/25 03/26/25 US TREASURY N/B
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91282CJV4 2,000,000.00 2,001,171.88 12,679.56 2,013,851.44 1,484.38 1,384.96 FIFO 03/28/25 03/31/25 US TREASURY N/B
DTD 01/31/2024 4.250% 01/31/2026
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DTD 02/15/2023 4.000% 02/15/2026
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02/15/2026
91282CGL9 1,000,000.00 998,828.13 4,972.38 1,003,800.51 18,632.82 5,932.95 FIFO Transaction Type Sub-Total 10,275,000.00 10,282,866.58 57,192.07 10,340,058.65 32,871.29 17,457.81 Managed Account Sub-Total (6,518,710.44) 1,004,252.37 (5,514,458.07) 46,752.53 22,702.79 Total Security Transactions ($6,518,710.44) $1,004,252.37 ($5,514,458.07) $46,752.53 $22,702.79 Bolded items are forward settling trades.

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

Account 4025-002 Page 52

Page 1 of 2 ends

Staff Report – Item 1c
Item 1c: Adopt Resolution Amending SVCE Conflict of Interest Code to Remove and Retitle Decarbonization Programs & Policy Positions and Add Senior Regulatory Analyst & Associate General Counsel and Senior Data Engineer as Designated Positions for Filing Statements of Economic Interests
From: Monica Padilla, CEO
Prepared by: Gia Ilole, Director of Human Resources
Michael Callahan, General Counsel
Andrea Pizano, Sr. Executive Assistant and Board Clerk
Date: 5/14/2025

RECOMMENDATION
Adopt Resolution 2025-10 amending the Silicon Valley Clean Energy (SVCE) Conflict of Interest Code (Code) to add Senior Regulatory Analyst & Associate General Counsel and Senior Data Engineer, change the titles of Senior Manager, Manager, and Associate Manager of Decarbonization Programs & Policy to only reflect programs, and remove Deputy Director of Decarbonization Programs & Policy and Director of Decarbonization Programs & Policy in SVCE’s list of designated positions for filing.

BACKGROUND
Shortly after the formation of SVCE, the Board of Directors adopted a Code as required by the Political Reform Act, commencing at Government Code Section 81000. The Code lists the positions within the Authority that are required to file statements of economic interests (Form 700). As a joint powers authority with members located entirely within Santa Clara County, the County Board of Supervisors is the conflict code reviewing body that is required to approve all changes to the conflict-of-interest code. County Counsel has advised that when positions are added or removed from the conflict code, a new resolution must be adopted approving a new conflict of interest code with the amended, added or removed position(s).

At the September 8, 2021 Board meeting, the Board of Directors adopted Resolution 2021-22 approving the creation of a personnel system to insure equitable and uniform policies and procedures for administering personnel matters in compliance with applicable laws; designating the Chief Executive Officer (CEO) as Personnel Officer; and delegating authority to the CEO to carry out all duties necessary to implement the personnel system.

The last Code amendment was approved at the December 2024 Board of Directors meeting to add the following positions: Director of Customer Success, Director of Decarbonization Policy and Community Strategies, and Power Settlements Planner.

ANALYSIS & DISCUSSION
With the latest round of promotions, Senior Regulatory Analyst Adam Pearse was promoted to Senior Regulatory Analyst & Associate General Counsel, and Sangeetha Kumar was promoted to Senior Data Engineer. Both of these positions are new, and will need to be added to SVCE’s Conflict of Interest Code. The Senior Regulatory & Associate General Counsel role works closely with SVCE’s General Counsel with respect to legal issues for SVCE, and the Senior Data Engineer works within the Finance and Administration team to lead the design, implementation and management of an optimized and reliable overarching data architecture for SVCE’s business functions to support achieving our decarbonization mission.

Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1c Agenda Date: 5/14/2025

Page 2 of 2 ends

The organizational realignment that occurred last year created two groups that were previously joined (formerly known as the Decarbonization Programs and Policy team). Since this group has been repurposed, staff is proposing to remove the previous titles held by the Director and Deputy Director of this group, and change the titles of manager and senior level to only reflect their work on programs.

In summary, SVCE staff feel the following positions should be added, removed or have title changes:

The following position is proposed to be added to the Conflict of Interest Code:

Designated Position Assigned Disclosure Category
Senior Regulatory Analyst & Associate General
Counsel
1 Senior Data Engineer 2
The following positions are proposed to be removed from the Conflict of Interest Code:

Existing Designated Position – Recommending Removal
Deputy Director of Decarbonization Programs & Policy
Director of Decarbonization Programs & Policy
The following position titles are proposed to be changed in the Conflict of Interest Code:

Existing Designated Position Proposed New Position
Associate Manager of Decarbonization Programs & Policy Associate Manager of Decarbonization Programs Manager of Decarbonization Programs & Policy Manager of Decarbonization Programs Senior Manager of Decarbonization Programs & Policy Senior Manager of Decarbonization Programs In accordance with the requirements of the Political Reform Act and the County of Santa Clara, a new conflict of interest code must be adopted by resolution which includes the newly created or identified positions as well as any changes to the existing Conflict of Interest Code. The attached resolution amends Appendix A to SVCE’s Code to reflect the addition of Senior Regulatory Analyst & Associate General Counsel, change of title of Senior Manager, Manager, and Associate Manager of Decarbonization Programs & Policy to reflect only Decarbonization Programs, and the removal of the Director and Deputy Director of Decarbonization Programs & Policy titles.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
None.

FISCAL IMPACT
There is no fiscal impact as a result of adding positions to SVCE’s Conflict of Interest Code.

ATTACHMENT

1. Resolution 2025-10 Amending the Authority’s Conflict of Interest Code to Remove and Retitle Decarbonization Programs & Policy Positions and Add Senior Regulatory Analyst & Associate General Counsel and Senior Data Engineer as Designated Positions for Filing Statements of Economic Interests Item 1c
Resolution 2025-10 -1-
RESOLUTION NO. 2025-10

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY AMENDING THE AUTHORITY’S CONFLICT OF INTEREST

CODE TO REMOVE AND RETITLE DECARBONIATION PROGRAMS & POLICY

POSITIONS AND ADD SENIOR REGULATORY ANALYST & ASSOCIATE GENERAL

COUNSEL AND SENIOR DATA ENGINEER AS DESIGNATED POSITIONS FOR

FILING STATEMENTS OF ECONOMIC INTERESTS
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Political Reform Act, Government Code Section 81000, et seq., (the “Political Reform Act”) requires each public agency in California, including the Authority, to adopt and promulgate a conflict of interest code; and WHEREAS, Government Code Section 87306 requires each public agency in California to amend its conflict of interest code when change is necessitated by a change in circumstances, including the creation of new positions and relevant changes to the duties assigned to existing positions; and
WHEREAS, the Board of Directors of the Authority has adopted a conflict of interest code, and has amended this code as appropriate due to changed circumstances, with the most recent code adopted by Resolution 2024-15; and WHEREAS, the Board of Directors, after consultation with the County of Santa Clara as its code reviewing body, desires to amend the list of designated positions in Appendix A by removing Director of Decarbonization Programs & Policy and Deputy Director of Decarbonization Programs & Policy; retitling Senior Manager, Manager, and Associate Manager of Decarbonization Programs & Policy to reflect only Decarbonization Programs, and adding Senior Regulatory Analyst & Associate General Counsel and Senior Data Engineer.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Authority rescinds Resolution No. 2024-15 and adopts the following attached Conflict of Interest Code including its Appendices of Designated Positions and Disclosure Categories.

BE IT FURTHER RESOLVED that The Board of Directors of the Authority hereby directs the Secretary of the Board to coordinate the preparation of a revised Conflict of Interest Code in succeeding even-numbered years following notice and instructions from the County of Santa Clara as the code-reviewing body for the Authority, in accordance with the requirements of Government Code Sections 87306 and 87306.5. Future revisions to the Conflict of Interest Code should reflect changes in employee or official designations. If no revisions to the Code are required, the Authority shall submit a response as indicated in the instructions provided by the County of Santa Clara no later Item 1c
Attachment 1
Resolution 2025-10 -2-
than October 1st of the same year, stating that amendments to the Authority’s Conflict of Interest Code are not required.

ADOPTED AND APPROVED this 14
th day of May 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 Alternate Director Ristow
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:

Clerk
Item 1c
Attachment 1
Resolution 2025-10 -3-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
The Political Reform Act (Government Code § 81000, et seq., hereinafter referred to as the Act) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission (“FPPC”) has adopted a regulation (2 California Code of Regulations § 18730) which contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, the standard code may be amended by the FPPC to conform to amendments in the Act. Therefore, the terms of 2 California Code of Regulations § 18730 and any amendments to it duly adopted by the FPPC are hereby incorporated by reference.

This regulation and the text here designating positions and establishing disclosure categories shall constitute the conflict of interest code of the Silicon Valley Clean Energy Authority (“Authority”).

The most current version of 2 Cal. Code of Regs. Section 18730 is available on the website of the Fair Political Practices Commission (https://www.fppc.ca.gov).

Individuals holding a designated position shall file their Statements of Economic Interests with the Authority’s Filing Official, which will make the Statements available for public inspection and reproduction subject to Government Code section 81008. If Statements are received in signed paper format, the Authority’s Filing Official shall make and retain a copy and forward the original Statements to the Filing Officer, the County of Santa Clara Clerk of the Board of Supervisors. If Statements are electronically filed using the County of Santa Clara’s Form 700 e-filing system, both the Authority’s Filing Official and the County of Santa Clara Clerk of the Board of Supervisors will receive access to the e-filed Statements simultaneously.

Item 1c
Attachment 1
Resolution 2025-10 -4-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "A"

DESIGNATED POSITIONS
Designated Position Assigned Disclosure Category
Member of Board of Directors 1
Alternate Member of Board of Directors 1
Audit Committee Member 2
Chief Executive Officer 1
Chief Financial Officer & Director of Administrative Services 1 Finance and Administration Committee Member 2
General Counsel 1
Administrative Services Manager 2
Associate Legislative Analyst 2
Associate Manager of Decarbonization Programs & Policy 2 Associate Power Analyst 1
Associate Power Resources Planner 1
Communications Manager 2
Deputy Director of Administrative Services 2
Deputy Director of Marketing and Communications 2
Deputy Director of Decarbonization Programs & Policy 2
Deputy Director of Power Resources 1
Director of Customer Success 2
Director of Decarbonization Policy and Community Strategies 2 Director of Decarbonization Programs & Policy 2
Item 1c
Attachment 1
Resolution 2025-10 -5-
Director of Energy Services & Community Relations 2
Director of Government and Legislative Affairs 2
Director of Human Resources 2
Director of Power Resources 1
Director of Regulatory & Legislative Policy 2
Director of Regulatory, Policy and Planning 2
Director of Risk Management and Analytics 1
Director of Strategic Development 2
Energy Services Manager 2
Energy Trading Planner 1
Financial Analyst 2
Human Resources Generalist 2
Management Analyst 2
Manager of Data and Analytics 2
Manager of Decarbonization Programs & Policy 2
Manager of Finance 2
Manager of Technology & Administrative Services 2
Policy Analyst 2
Power Analyst 1
Power Data Analyst 1
Power Resources Manager 1
Power Resources Planner 1
Power Contracts & Settlements Manager 1
Power Settlements & Compliance Analyst 1
Power Settlements Planner 1
Principal Policy Analyst 2
Item 1c
Attachment 1
Resolution 2025-10 -6-
Principal Power Analyst 1
Programs Marketing Manager 2
Rates Manager 2
Regulatory Analyst 2
Regulatory and Compliance Manager 2
Risk Controls Project Manager 2
Senior Data Analyst 2
Senior Data Engineer 2
Senior Financial Analyst 2
Senior Government Affairs Manager 2
Senior Management Analyst 2
Senior Manager of Communications 2
Senior Manager of Energy Policy and Regulatory Analysis 2 Senior Manager of IT and Administrative Services 2
Senior Manager of Decarbonization Programs & Policy 2
Senior Manager of Power Resources 1
Senior Manager of Public Sector Services 2
Senior Policy Analyst 2
Senior Power Analyst 1
Senior Power Resources Planner 1
Senior Quantitative Analyst 2
Senior Rates Analyst 2
Senior Regulatory Analyst 2
Senior Regulatory Analyst & Associate General Counsel 1 Senior Risk Manager 2
Technology Services Manager 2
Item 1c
Attachment 1
Resolution 2025-10 -7-
Wholesale Energy Markets Manager 1
Wholesale Energy Markets Planner 1
Consultant 3
Newly Created Position *
* Newly Created Position
A newly created position that makes or participates in the making of governmental decisions that may foreseeably have a material effect on any financial interest of the position-holder, and which specific position title is not yet listed in the Authority’s conflict of interest code is included in the list of designated positions and shall disclose pursuant to the broadest disclosure category in the code, subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular newly created position, although a “designated position,” is hired to perform a range of duties that are limited in scope and thus is not required to fully comply with the broadest disclosure requirements, but instead must comply with more tailored disclosure requirements specific to that newly created position. Such written determination shall include a description of the newly created position's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict-of-interest code. (Gov. Code Section 81008.) As soon as the Authority has a newly created position that must file Statements of Economic Interests, the Authority’s Filing Official shall contact the County of Santa Clara Clerk of the Board of Supervisors Form 700 division to notify it of the new position title to be added in the County’s electronic Form 700 record management system, known as eDisclosure. Upon this notification, the Clerk’s office shall enter the actual position title of the newly created position into eDisclosure and the Authority’s Filing Official shall ensure that the name of any individual(s) holding the newly created position is entered under that position title in eDisclosure.

Additionally, within 90 days of the creation of a newly created position that must file Statements of Economic Interests, the Authority shall update this conflict-of-interest code to add the actual position title in its list of designated positions and submit the amended conflict of interest code to the County of Santa Clara Office of the County Counsel for code-reviewing body approval by the County Board of Supervisors. (Gov. Code Section 87306.)
Item 1c
Attachment 1
Resolution 2025-10 -8-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "B"

DISCLOSURE CATEGORIES
Designated positions must report financial interests in accordance with the assigned disclosure categories.

Category 1: Persons in this category shall disclose:
(a) investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority; and (b) all interests in real property located: in whole or in part within the jurisdiction of the Silicon Valley Clean Energy Authority, or within two miles of the borders of any of the parties to the Joint Powers Agreement for the Authority, or within two miles of any land owned or used by the Authority.

Category 2: Persons in this category shall disclose investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority.

Category 3: Each Consultant, as defined for purposes of the Political Reform Act and applicable regulations1, shall disclose pursuant to the broadest disclosure category in the Authority’s conflict of interest code subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular consultant, although a "designated position," is hired to perform a range of duties that are limited in scope and thus is not required to comply fully with the disclosure requirements of the broadest disclosure category, but instead must comply with more tailored disclosure requirements specific to that consultant. Such a written determination shall include a description of the 1 As defined in FPPC Regulation 18700.3, “consultant” means an individual who (1) makes governmental decisions, such as whether to approve a rate, rule, or regulation; to issue, deny, suspend, or revoke any permit, license, application, certificate or similar authorization; to adopt or approve a plan, design, report, study; or to adopt or approve policies, standards, or guidelines for the Authority; (2) serves in a staff capacity with the Authority, and in that capacity participates in making governmental decisions by providing information, an opinion, or a recommendation for the purpose of affecting the decision without significant intervening substantive review; or (3) performs the same or substantially all the same duties for the Authority that would otherwise be performed by an individual holding a designated position in this Code.

Item 1c
Attachment 1
Resolution 2025-10 -9-
consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s written determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

Item 1c
Attachment 1

Page 1 of 4 ends

Staff Report – Item 1d
Item 1d: Approve Real Time Pricing Rate Structure for Compliance From: Monica Padilla, CEO
Prepared by: Citlalli Sandoval, Senior Regulatory Advisor Date: 5/14/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) approve the proposed real time pricing (RTP) rate structure.

EXECUTIVE COMMITTEE RECOMMENDATION
At the April 22, 2025 Executive Committee meeting, staff presented on the proposed real time pricing rate structure and recommended that the Executive Committee support the recommendation for the Board to approve the real time pricing rate structure; the presentation provided to the Executive Committee can be seen in Attachment 1. The Executive Committee unanimously voted to support staff’s recommendation and include the item on the Consent Calendar for the May 14, 2025 Board of Directors meeting.

BACKGROUND
SVCE’s Board of Directors (“Board”) is the governing board responsible for setting SVCE rates. The California Energy Commission (“CEC”) adopted Load Management Standards (“LMS” or “Standards”) to promote electricity demand flexibility through either dynamic rates or through programs that respond to a dynamic rate signal. These standards require load serving entities in California, such as Silicon Valley Clean Energy (SVCE), to “apply” to their rate approving body for approval of at least one marginal cost-based rate (“real time pricing rate”) for the customer classes for which the rate approving body (i.e., the SVCE Board) determines such a rate will materially reduce peak load by July 1, 2025.
1 This requirement is part of a series of requirements included in the Load Management Standards, the first of which was the submission of a Load Management Standards Compliance Plan that describes how load serving entities plan to meet the goals of the Load Management Standards through the development of real time pricing rates or public programs structured to respond to a real time rate signal. 2 The SVCE Board of Directors
adopted SVCE’s first Load Management Standards Plan on March 13, 2024, which stated that SVCE planned to participate in a real time pricing pilot program and gather learnings to inform its offerings. SVCE is now participating in this pilot (“Hourly Flex Pricing pilot”), which is currently ongoing. Ultimately, the Load Management Standards require customers to be offered voluntary participation in either a real time rate or a cost-effective program that automates response to real time prices by July 1, 2027. 1 California Code of Regulations Title 20 § 1623.1(b)(2). 2 The goals of the Load Management Standards are to: 1) encourage the use of electrical energy during off-peak hours; 2) control daily and seasonal peak loads; 3) improve equity, efficiency, and reliability; 4) lessen/delay need for new electrical capacity; 5) reduce fossil fuel consumption and 6) reduce greenhouse gas emissions.

Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 5/14/2025

Page 2 of 4 ends

Further, SVCE is actively testing other real time rate designs to compare against the Hourly Flex Pricing pilot methodology. This includes the ChargeWise pilot happening through SVCE’s GridShift app to automatically optimize EV charging against an hourly rate signal. These efforts are intended to help SVCE understand the value of various rate approaches to modify customer usage patterns in a cost-effective way. Both the Hourly Flex Pricing pilot and the ChargeWise pilot may continue to evolve as results are gathered and analyzed, and SVCE may explore new approaches to incentivize customers to shift their electricity usage.

The requirement to seek approval of a real time pricing rate two years before the rate is required to be offered presents challenges because learnings from the real time rate pilots have not yet been concluded. For this reason, SVCE requests approval of a preliminary real time pricing rate structure whose ultimate implementation is conditioned upon an analysis that evaluates the learnings from SVCE’s participation in the Hourly Flex Pricing pilot and other SVCE-led rate efforts. Staff is therefore seeking Board approval of a preliminary rate structure whose implementation depends on the results from ongoing pilots and any regulatory changes that may occur between now and 2027. Staff will bring an update and implementation recommendation to the Board with final rate details and costs prior to July 1, 2027 as outlined below.

ANALYSIS & DISCUSSION
Under the California Code of Regulations Title 20 § 1623.1(b)(2), the Load Management Standards allow Large CCAs to apply for approval of marginal cost-based rates that are offered by the investor owned utility in a CCA’s territory. The investor owned utility for SVCE is Pacific Gas and Electric Company (“PG&E”). PG&E, as an investor owned utility, was required to apply to its rate approving body, the California Public Utilities Commission (“CPUC”), for approval of at least one marginal cost-based rate by January 1, 2025. PG&E submitted its application as part of the 2023 General Rate Case Phase II. It applied for approval of a real time pricing rate proposal that mirrors the rate used in the CPUC’s Hourly Flex Pricing pilots.

On November 13, 2024, the SVCE Board approved SVCE’s participation in the CPUC’s Hourly Flex Pricing pilots, which are administered by PG&E. Given SVCE’s participation in the Hourly Flex Pricing pilots, staff is seeking approval of the marginal cost based rate structure proposal submitted by PG&E in the 2023 General Rate Case Phase II subject to change based on data gathered from the Hourly Flex Pricing pilots, SVCE-led rate efforts, and a post-pilot analysis.

The Hourly Flex Pricing pilots are pilots that are expected to operate from the end of 2024 through 2027, unless extended by the CPUC. SVCE’s other real time rate efforts have varying end-dates but will be active during parts of this period as well.

Having pilot data incorporated into an analysis, instead of basing one on theoretical assumptions, is key to the development of a marginal cost-based rate that effectively meets the Load Management Standards’ goals.

SVCE will not have sufficient data and results from various ongoing efforts until after the upcoming July 1, 2025 date by which it must seek approval for a marginal cost-based rate. This is because of delays to the implementation of the CPUC’s Hourly Flex Pricing pilots – pilots that are critical to a statewide understanding of real time pricing and likely the underpinning for how PG&E will implement its real time rates.

SVCE will evaluate how its customers respond to pilot efforts and conduct an analysis that uses impact data to determine which customer class will materially reduce peak load when enrolled in a marginal cost-based rate as well as which kind of rate designs and implementations hold the most promise. Based on the results of this analysis, SVCE will inform the Board of any updates to real time pricing rate structure and the customer classes, if any, that it recommends the rate be offered to in 2027.

Components of the Real Time Pricing Rate
The Real Time Pricing Rate proposed by PG&E in the 2023 General Rate Case Phase II contains the same rate components of the Hourly Flex Pricing pilots. These components are as follows:

Item 1d
Agenda Item: 1d Agenda Date: 5/14/2025

Page 3 of 4 ends

1) A generation component that collects Marginal Energy Costs (“MEC”) equal to hourly forecasts of day-ahead energy prices in dollars per megawatt-hour or ¢/kWh at the PG&E Default Load Aggregation Point and the Marginal Generation Capacity Cost (“MGCC”) annual value which will be determined in PG&E’s General Rate Case Phase II application. SVCE will be able to modify the generation component and is working with PG&E to determine options for customizing the generation component along with the frequency with which adjustments could be made.
2) A distribution component that collects primary distribution capacity costs. The hourly distribution component prices will vary depending on the location of the customer and will be determined using a scarcity pricing concept. Prices will be dependent on the forecasted load on a representative circuit with similar load characteristics as the customer’s circuit. 3) A transmission rate equal to the transmission rate the customer currently pays.3 4) A subscription component that collects revenue equal to a customer’s Otherwise Applicable Tariff (“OAT”), i.e., the time-of-use rate they would have normally been billed, applied to a predefined, customer-specific load profile based on the customer’s previous usage. The subscription component will help protect the customer from bill volatility because they will be subscribed and billed for their typical load profile using their OAT. Their usage above or below their typical load profile is what will be either billed or credited at the real time pricing rate.

As a generation-only service provider, the only rate component SVCE will have the option to alter is the generation component. The specifics for how the generation component may be altered by SVCE are still under consideration and will be shaped by the results of the abovementioned pilots and SVCE’s analysis of impacts. Additionally, some customizations to the generation component depend on PG&E’s billing system capabilities, which are currently undergoing an update expected to be completed by 2030. Furthermore, PG&E has shared that customizations that vary greatly from the fundamental generation component structure used by PG&E will incur additional implementation costs for which SVCE would be responsible. SVCE is evaluating all options and will determine the best approach for the generation component for its customers prior to any rate offering being made available in 2027.

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

ALTERNATIVE
If the July 1, 2025 requirement to seek approval of a rate is not met, SVCE would not be compliant with the Load Management Standards, which may result in the Executive Director of the California Energy Commission filing a formal complaint with the California Energy Commission or seeking injunctive relief. However, by presenting this Staff Report seeking approval of a rate to the Board, staff has met the requirement to “seek approval.”
The July 1, 2025 requirement to seek approval of a rate does not require the Board to approve implementation of the rate because the SVCE Board has ultimate ratemaking authority over SVCE’s rates. The SVCE Board could reject the rate, order modifications, or order alternative paths be utilized to meet the Load Management Standards requirement to offer customers voluntary participation in either a real time rate or a cost-effective program that automates response to real time prices prior to July 1, 2027. 3 This will change based on PG&E’s plan to apply to FERC at the end of 2026 for an hourly transmission rate.

PG&E has not yet determined what its proposal will be and is conducting research to develop the FERC application. Ultimately, the transmission rate that will be implemented will be the rate that FERC approves.

Item 1d
Agenda Item: 1d Agenda Date: 5/14/2025

Page 4 of 4 ends

FISCAL IMPACT
There is no fiscal impact because this is an approval of a rate structure, whose implementation depends on further analysis.

ATTACHMENT

1. Presentation provided to the Executive Committee on 4/22/25 Item 1d
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
CD Purpose of Presentation & Agenda
Request:

For the Executive Committee to recommend that the Board approve a preliminary real time pricing rate structure.

Agenda:

1. Background on LMS requirement

2. RTP rate structure

3. Role of subscription component

4. Staff recommendation
2 •
•
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
LMS compliance requires a real time pricing (RTP) rate or program option for customers in 2027 Background - Load Management Standards (LMS)
LMS Compliance Milestones:
^^3/13/2024 11/13/2024 I 7/1/2025
•
7/1/2027
LMS Compliance
Plan Filed
Hourly Flex Pricing Seek Board Approval
(HFP) Pilots Approved of Future RTP Rate
Make RTP Rate
Available
Today’s Ask:

This is a regulatory compliance action, allowing SVCE to meet Load Management Standards requirements for a RTP offering
Staff will bring an implementation recommendation to the Board with final details and costs prior to 2027
3 •
•
•
✓
✓
•
•
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
SVCE is learning about
customer response to
hourly signals:

HFP pilots
Same model as proposed rate structure
discussed today
ChargeWise
Just the hourly price signal, automated
Seeking approval from Board for RTP rate
SVCE can seek approval of RTP offered by
PG&E
Staff will present updates to Board prior to
offering to customers based on:

Learnings from ongoing pilots
Regulatory changes between now and 2027
SILICON VALLEY <3/ CLEAN ENERGY 4
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
RTP rate structure is intended to better align prices
with grid costs
Proposed PG&E Rate Structure
RTP means hourly (or shorter) time
intervals with price made up of:

1. Generation* (SVCE’s
only portion of RTP)

2. Distribution

3. Transmission
Cost to procure one
additional MWh of
energy at that time
Cost to procure one
+ additional MW of peak
capacity at that time
* SVCE will be able to customize. Level of customization will be explored in coming year and depends on PG&E
billing system capabilities and learnings from RTP pilots. 5 •
•
PG&E subscription proposal is similar to HFP pilot.

Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
Usage
(kWh)
Subscription Design to Protect Customers
Time (hour)
Subscribed Actual
Protects customer from bill
volatility by using a
“subscription” model.
(Good!)
Using the subscription
model, the customer pays
for their usage at their
TOU rate, +/- the
difference between their
usage and historical load
at the RTP price.
6 •
•
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
O Staff Recommendation
Have Executive Committee recommend that the Board
Approve preliminary RTP rate, based on PG&E’s rate proposal at the May 14 BOD meeting
Expectation that rate will be updated by staff based on learnings from ongoing pilots, regulatory changes
Staff will bring an update and implementation recommendation to the Board with final details and costs prior to 2027.

Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
Current Real Time Pricing Activities in Preparation for 2027
Implementation of the RTP rate is conditioned upon SVCE’s evaluation of pilot learnings.

July 2025 Q3 2027 July 2027
Seek RTP rate LMS Plan RTP rate or program
approval Update launch
Name Description Pilot Start Mid-term Evaluation Final Evaluation Hourly Flex Pricing
(HFP or RTP Pilot)
Hourly pricing signal Q1 2025 Q3 2026 Q1 2028
incentive mechanism
(credit or charge)
based on usage
subscription.

ChargeWise -Phase
1 Active managed EV Q4 2024 N/A Q4 2025
charging based on
hourly pricing signals.
9 Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
0LMS Requirements & Past SVCE Actions
The LMS Requirements culminate in customers having the option to sign-up for a RTP rate or a program that automates their response to a RTP signal in 2027. 3/13/2024 11/13/2024 7/1/2025 7/1/2027
SVCE Board of
Directors
adopted SVCE’s
first LMS
Compliance Plan
Customers offered
voluntary
participation in
either hourly price
rate or cost-effective program
that automates
response to hourly
price
SVCE Board
approved SVCE’s
participation in the
California Public
Utilities
Commission’s
Hourly Flex Pricing
pilots Seek approval
from SVCE Board
for a marginal cost¬
based rate (RTP
rale)
SVCE will review
its LMS
Compliance Plan
every 3 years and
will update its
approach to RTP
rates in the Plan
based on pilot
learnings.
10 ✓
✓
✓
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
What are Marginal Cost-Based
Rates?
Marginal cost-based rates (RTP) = a rate that accounts
for the
marginal energy cost
marginal capacity cost
for generation, transmission, and distribution services; and any other appropriate time and location dependent
marginal costs
on a time interval of no more than one hour (hence the oft used term “hourly rates” or “real time pricing”).
•
•
Protects the customer from bill volatility because they will be “subscribed”, i.e., billed for their typical load profile using their legacy rate (regular TOU rate). •
•
•
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
Usage
(kWh)
Subscription Component
Time (hour)
Subscribed Actual
Subscription based
on 12 months of
previous usage
Scaled to match
actual usage
Allows for revenue
neutrality
12 •
•
•
•
•
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
SVCE’s Role in Defining the Generation Component
*Customizations beyond the basic structure of the PG&E generation rate design will need to be funded directly by SVCE
Basic Customization:

SVCE will have the option to customize
the MEC/MGCC by amending the hourly
PG&E rate
Fully Customized:*
SVCE could also choose to develop a
different generation marginal price and
calculate its unbundled customer’s
generation component separately from
PG&E’s structure
Exact details of how this will work are
not yet known but SVCE will evaluate
the options as more information
becomes available between now and
2027 13
•
•
•
•
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
Transmission & Distribution Components
As a generation-only service provider, SVCE is not involved in the development of these components.

A marginal transmission component must be
approved by FERC. PG&E will seek approval
of a marginal transmission component in Q3
of 2026
Until FERC approval is gained, the transmission
component will equal the transmission rate the
customer currently pays
A distribution component will be location¬
specific and based on the forecasted hourly
load of a representative circuit with a similar
load profile to the customer’s circuit
All circuits will collect the same average revenue
14 •
•
•
•
Item 1d
Attachment 1
April 22, 2025 Presentation to the Executive Committee
Full RTP implementation depends on PG&E’s billing modernization effort (Q4 2029) CD Difference Between RTP Pilot and RTP Rate
RTP Pilot
Shadow-billed RTP rate
with hourly generation and
distribution prices
Customers in RTP pilot pay
the lower of their otherwise
applicable rate or RTP
shadow bill on a 12-month
cumulative basis
RTP Rate
Customers will be shadow¬
billed until PG&E’s billing
system can integrate RTP
After that, bill protection in
the form of customers
paying the lower of their
otherwise applicable rate or
RTP shadow bill will only be
provided to new residential
customers for 1 year
15

Page 1 of 3 ends

Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Strategic Energy Innovations to Host Climate Corps Fellows for the 2025-2028 Fellowship Cycles for a Not To Exceed Amount of $750,000 From: Monica Padilla, CEO
Prepared by: Gia Ilole, Director of Human Resources
Date: 5/14/2025

RECOMMENDATION
Authorize Silicon Valley Clean Energy’s (SVCE) Chief Executive Officer (CEO) to execute a three-year agreement with Strategic Energy Innovations (Attachment 1) and make any nonfinancial amendments, and agree to other related documents for Climate Corps Fellowship hosting services for an amount not-to-exceed $750,000 for services starting September 1,2025 through June 30, 2028.

BACKGROUND
The Strategic Energy Innovations (SEI) Climate Corps Fellowship (“fellows”) program is a bridge-to-career fellowship program that recruits and places rising climate professionals with local governments, non-profits, educational institutions, and for-profit partners to implement sustainability and resiliency projects. SVCE was first introduced the Climate Corps fellowship program in 2017 through the City of Cupertino’s Office of Sustainability, which had a fellow focused on outreach projects for SVCE’s startup phase.

Since 2017, SVCE has hosted various Climate Corps fellows across teams, including fellows leading education initiatives for community outreach, working on small-to-medium business rebates and EV programs, and supporting emissions research and reporting.

In 2025, SVCE advertised a Request for Proposal for longer term participation in a partnership for fellows to ensure equitable opportunity for other agencies to offer services in this important pathway to energy careers.

SEI was the only proposer and was selected for this three-year contract.

SEI’s services include recruitment for fellows along with preliminary interviews, monthly trainings for fellows, and opportunities for professional development. The Climate Corps fellowship extends over a 10-month period and the fellows receive a UC Climate Stewards certificate after the program.

ANALYSIS & DISCUSSION
The mission of the Climate Corps Fellowship is aligned with SVCE’s mission to reduce the dependence on fossil fuels and fight climate change locally. Hosting Climate Corps fellows not only helps individuals interested in energy and decarbonization industries gain experience, but they also help SVCE staff with executing programs and projects that achieve our goals outlined in the board-adopted strategic plan.

An added benefit of working with this defined fellowship program is that SEI performs the recruitment effort and manages all administrative support for the fellows. Also, the fellows belong to a cohort where many SVCE Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 5/14/2025

Page 2 of 3 ends

member agencies also host fellows, which becomes a valuable professional network. The scope of work for SEI includes:
- Recruitment assistance
- Ongoing training and support of selected fellows
- Development of metrics for fellows to measure and track progress - Monthly follow-ups to review progress
With the proposed agreement, SVCE plans to host three fellows yearly over a three-year period. The annual cost for the scope provided above is based on SVCE hiring three fellows per year and the cost breakdown is listed below. SEI will only bill SVCE for the actual number of fellows hired.

Year 1 $75,525 per fellow x 3=$226,575
Year 2 $82,000 per fellow x 3=$246,000
Year 3 $88,500 per fellow x3=$265,500
The fees paid to SEI cover the following for each Fellow:
● Monthly living stipend
● End-Of-Program Award
● Expense reimbursements
● Payroll taxes and fees
● Healthcare
● SEI Fellow training
● Fellow recruitment
● Fellow supervision
● Program administration
The fellowship cycles start in September and run until June annually with options to extend depending on project timelines. The following process is used to determine fellow needs and placement:

1. Departments annually request a fellow by outlining the project focus and workplan. Leadership reviews requests and determines which projects will be prioritized or selected for alignment with a fellow for the following year.

2. Fellows will work in various departments supporting real time projects to move forward the agency’s mission and strategic focus areas in areas including youth engagement activities, community relations, outreach, data and analysis, program development, research, policy and technology.

3. Each fellow will be assigned the selected project which culminates in an agency presentation of the outcomes and valuable work attached to the fellowship.

Past fellows have gone on to receive full-time employment and job growth opportunities with SVCE, other CCAs or other energy and climate-related industries. SEI’s Climate Corp Fellowship program has proven to be an effective channel for professional development in a growing field.

STRATEGIC PLAN
Hiring Climate Corps fellows will help achieve the following goals from the October 2024 Board-adopted Strategic Plan:

Goal 8: Engage customers and community stakeholders to build trust of SVCE and advance decarbonization. (SFA1, SFA3, SFA4)
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).

Item 1e
Agenda Item: 1e Agenda Date: 5/14/2025

Page 3 of 3 ends

Goal 10: Hire, retain and develop high-performing talent via competitive benefits and rewarding work culture. (SFA5)

ALTERNATIVE
The alternative is to not hire three Climate Corps fellows annually, hire fewer fellows, or do not hire any fellows and the work outlined within the fellow job descriptions will be distributed among staff.

FISCAL IMPACT
The fiscal impact of this agreement would be $750,000, which will be included, pro-rated over the appropriate fiscal years including fiscal year2025-2026, 2026-2027, and 2027-2028 operating budgets, should it be approved by the SVCE board. The current 2024-2025 FY budget does account for temporary staff, inclusive of the annual Climate Corps fellows.

ATTACHMENT

1. SEI Climate Corps Fellowship Agreement
Item 1e
1/2024 Version 1.0

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

STRATEGIC ENERGY INNOVATIONS
FOR

CLIMATE CORPS FELLOW HOSTING SERVICES
THIS AGREEMENT, is entered into this 24th day of April 2025, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and STRATEGIC ENERGY INNOVATIONS, a nonprofit organization whose address is 100 Smith Ranch Road, Suite 124, San Rafael, CA 94903 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

A. Authority is an independent public agency duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) (“Act”) with the power to conduct its business and enter into agreements.

B. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein.

C. Authority and Consultant desire to enter into an agreement for Climate Corps Fellow hosting upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on June 1, 2025, and shall terminate on June 30, 2028, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein by this reference.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed seven hundred and fifty thousand and no/100 (750,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.

Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
1/2024 Version 1.0

5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar circumstances and in a manner reasonably satisfactory to Authority and agrees that all services shall be performed by qualified and experienced personnel. Consultant shall be responsible to Authority for any errors or omissions in the performance of work pursuant to this Agreement. Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to Authority by redoing the professional work and/or revising the work product(s) called for in the Scope of Services to eliminate the errors.

Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by Authority, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, Authority may deduct the cost of such correction from any retention amount held by Authority or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Consultant shall indemnify and hold harmless Authority and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of Authority officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. Authority shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Authority from Consultant as a result of Consultant’s failure to promptly pay to Authority any reimbursement or indemnification arising under this section.

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members.

Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Consultant shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
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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. Consultant shall have responsibility for compliance with this Section.

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Authority and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.

B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and other technology relating to any part of the services and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.

C. The acceptance of the services by Authority shall not operate as a waiver of these rights of indemnification. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability.

D. Consultant’s indemnifications and obligations under this section shall survive the expiration or termination of this Agreement.

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10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California.

Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her/its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.

C. Failure to Secure or Maintain Insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. Additional Insured. Authority, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

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11. CONFLICT OF INTEREST
Consultant 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.

Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’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, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the Authority Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this section into any subcontract that Consultant executes in connection with the performance of this Agreement. Consultant understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff Authority, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to Authority by Consultant.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation.

13. SUBCONTRACTOR APPROVAL
Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors Item 1e
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hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.

Notwithstanding the foregoing, ownership of the Story Maps prepared by fellows may be retained by Consultant subject to any use limitations Authority may impose over its logo or other Authority property displayed on the Story Maps.

B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion.

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.

F. Authority shall be the owner of and shall be entitled upon request to immediate possession of accurate reproducible copies of Reports or other pertinent data and information gathered or computed by Consultant prior to termination of this Agreement or upon completion of the work pursuant to this Agreement.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all Item 1e
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services required under this agreement

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Steven King (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority’s General Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

B. Consultant shall promptly notify Authority should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the Authority. Authority may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Authority and to provide Authority with the opportunity to review any response to discovery requests provided by Consultant. However, Authority’s right to review any such response does not imply or mean the right by Authority to control, direct or rewrite the response.

C. It is understood that Authority is subject to the California Public Records Act (Gov.

Code § 7920.000 et seq.). If a request under the California Public Records Act is made to view any documents Consultant provided to Authority, Authority shall notify Consultant of the request and the date that such records will be released to the requester unless Consultant obtains a court order enjoining that disclosure. If Consultant fails to obtain a court order enjoining that disclosure, Authority will release the requested information on the date specified.

D. In the event Authority gives Consultant written notice of a “litigation hold” or request under the Public Records Act, then as to all data identified in such notice or request, Consultant shall, at no additional cost to Authority, isolate and preserve all such data pending receipt of further direction from the Authority.

E. Consultant’s covenants under this section shall survive the expiration or termination of this Agreement.

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Item 1e
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Authority’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Steven King
Strategic Energy Innovations
100 Smith Ranch Rd., Suite 124
San Rafael, CA 94903

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Authority Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Authority Representative shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

In the event of Authority’s termination of this Agreement due to no fault or failure of performance by Consultant, Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of Authority.

Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
Consultant 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. Consultant 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. Authority, and its officers and employees, shall Item 1e
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not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Consultant represents and warrants to Authority that it has all licenses, permits, certificates, qualifications, and approvals required by law to provide the services and work required to perform services under this Agreement, including a business license. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

21. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California.

22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from Authority to do otherwise.

23. WAIVER
A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

24. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant.

25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities.

26. 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 correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.

27. CAPTIONS AND TERMS
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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.

28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

29. 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 Consultant’s proposal, the provisions of this Agreement shall control.

30. FORCE MAJEURE
Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in Authority’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of Authority from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of Authority’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by Authority shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

33. 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.

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34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns of the Parties to this Agreement.

35. NO THIRD PARTY BENEFICIARIES INTENDED
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

36. COUNTERPARTS; FACSIMILE/PDF/ELECTRONIC SIGNATURE
This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument. The Parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

37. DRAFTING PARTY
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.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
_______________________________
Gia Ilole, Director of Human Resource

CONSULTANT NAME

STRATEGIC ENERGY INNOVATIONS
By: __________________________
Name: Stephen M. Miller
Title: Deputy Director
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Monica Padilla
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
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ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Through Climate Corps, SEI agrees to:

Recruit and assist in selection of up to three (3) Fellows per year. Fellows will average 40 hours per week including on-site work with partners, professional development, attending program training, and using their vacation, holiday, and sick time.
160 hours of vacation, holiday and sick time (VHS) per 10 month Fellowship

Train and support the selected Fellows with a comprehensive training program that includes a training manual, an orientation led by an array of experts, monthly trainings, and two Professional Development Assessment reviews.

Work with the Authority to develop a specific Fellowship Scope for specific Authority initiatives that aligns with Climate Corps goals and defines the Training Plan for the Fellows.

Provide assistance in defining and developing metrics for the Fellow to measure and track the progress of project activities throughout their Fellowship.

Provide monthly follow-ups to review progress with Site Supervisor and Fellows.

Define and implement any corrections to Fellows’ plan determined to be necessary based on feedback collected from Fellows and Authority.

Authority agrees to:

Take part in the final candidate interview process to identify Fellows best fitted for the specific projects' needs, with the understanding that Authority has right of refusal of any proposed Fellows.

Provide one to three specific climate resiliency initiatives that each Fellow can work on during their term of service.

Initiatives must be well-defined, approved for implementation, and include specific learning objectives.

Authority will work with SEI to finalize a mutually agreed-upon Fellowship Scopes no later than one month after the Fellows arrives on site.

Assign Site Supervisors who will be available to meet at least weekly with the Fellows for one-on-one project meeting time, coordinate other necessary staff supervision needed for successful implementation of the Fellowship Scope.

Support Fellows to complete monthly reporting to SEI indicating whether progress is being made on the initiatives.

Provide feedback on Program and Fellows effectiveness by:

Filling out and submitting a Professional Development Assessment providing feedback on Fellows activities two times a year; Participating in program-wide conference calls to discuss program progress; and Responding to Authority feedback surveys as requested.

Refrain from using the Fellows for displacement of a Authority employee during the Item 1e
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Fellowship term.

Allow SEI to share results from this program through grant reporting, program marketing, and fundraising.

Provide program-wide support through either:

Sponsoring a venue and staff presentations for a monthly training event for all Fellows; or
Participating in a program sponsored training session or professional development event.

Being receptive to informational interview requests from 1 or more current Fellow

Program Plan

Fellow service information
[A] Number of Fellows 3 Fellows per year for three years Service Term Full Cycle each year: 10 months from Fellow start date, not to exceed the terms of this agreement unless agreed upon in writing by the Parties herein.

Tentative cycle dates:

Year 1: September 1, 2025 to June 30, 2026
Year 2: September 1, 2026 to June 30, 2027
Year 3: September 1, 2027 to June 30, 2028
Standard Hours
Fellows will average 40 hours per week including on-site work with partners, professional development, attending program training, and using their vacation, holiday, and sick time.
160 hours of vacation, holiday and sick time (VHS)
Human Resources SEI's People Resources Department requires that any Fellow hired for work at the partner site complete a satisfactory comprehensive background check, including a Federal Criminal Search, National Criminal Search, Sex Offender Search, Social Security Number Trace and Global Watchlist Search, and County Criminal Search. Any additional background or medical-related checks that the Partner requires will be the sole responsibility of the Partner. This responsibility includes administration, record-keeping, coordination and financial obligation, and/or cost of such additional checks. Additional checks required by the partner must be administered in compliance with all applicable state, federal, and/or local regulations.

Position fee
[B] Amount Year 1 Fees
$75,525 per non-profit Fellow. Includes:
● Monthly Living Stipend: $4500
● End-Of-Program Award: $1,000
● Expense Reimbursements: $0
Remaining funds are used to cover Fellow payroll taxes and fees, health care, SEI Fellow training, Fellow recruitment, Fellow supervision, and program administration.

Year 2 Fees
$82,000 per non-profit Fellow. Includes:
● Monthly Living Stipend: $4500
● End-Of-Program Award: $1,000
● Expense Reimbursements: $0
Remaining funds are used to cover Fellow payroll taxes and fees, health care, SEI Item 1e
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Fellow training, Fellow recruitment, Fellow supervision, and program administration.

Year 3 Fees
$88,500 per non-profit Fellow. Includes:
● Monthly Living Stipend: $4500
● End-Of-Program Award: $1,000
● Expense Reimbursements: $0
Remaining funds are used to cover Fellow payroll taxes and fees, health care, SEI Fellow training, Fellow recruitment, Fellow supervision, and program administration.

Note: The calculation of the above fees may be adjusted from time to time by agreement between both parties.

Total Fee: Not to Exceed $750,000 for the life of the contract Timing of Payments Partner will pay the annual fees according to the below multi-year schedule:
75% payment due on October 31, 2025, October 30, 2026, and October 29, 2027 and 25% of payment due on December 31, 2025, December 31, 2026, and December 31, 2027

Invoices will be sent one month in advance of the above dates.

Authority contact information
Contact person and title

Gia Ilole
Email address [email protected]
Phone number (408) 549-2670
Mailing address 333 W. El Camino Real, Ste. 330
Sunnyvale, CA 94087
Billing contact information
(if different from above)
P.O. Number (if applicable)
SEI contact information
Contact person and title

Steven King, Program Director
Email address
[email protected]
Phone number 415-507-2181
Mailing address 100 Smith Ranch Rd., Suite 124
San Rafael, CA 94903

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1. Additi
onal
Terms

1. Program Initiation

1. Recruitment and Selection
SEI will recruit, screen, and select a Fellow to serve at Authority during the service term set out in the Program Plan (“Service Term”). Authority will assist in the recruitment and selection of Fellow, including, without limitation, developing a job description specific to Authority’s activities and needs, conducting final interviews, and participating in the final selection. If Authority ultimately fails to select a Fellow, Authority will pay to SEI a $3,200 fee for the recruiting effort promptly following receipt of an invoice from SEI.

2. Employment Relationship
SEI and Authority acknowledge that Fellow is an employee of SEI. SEI will notify each Fellow that Fellow is not an employee of Authority.

3. Fellow Orientation
At the start of the Service Term, SEI will provide Fellow with an orientation to the Program. Authority will provide Fellow with an orientation to Authority’s mission, programs, operations, systems, and facilities.

4. Fellowship Scope
Authority will cooperate with SEI to develop a written scope of work (“Fellowship Scope”) for each Fellow. The Fellowship Scope will: (a) outline the training plan for the Fellow, (b) describe one to three specific climate change resiliency projects that the Fellow will work on during the Service Term, and (c) define anticipated deliverables and Fellow performance and learning goals. Authority and SEI will complete the Fellowship Scope within one month after the Fellow’s first day of service.

2. Training and Support

1. Fellow Training
SEI will train and support the Fellow with a training program that includes:
monthly trainings, and two professional development assessment reviews. Time spent by the Fellow in this training program will count as training hours under the Program Plan.

2. Training Calendar
SEI will provide a calendar of training activities to Authority and will notify Authority of any schedule changes in advance.

3. Ongoing Support and Assistance
SEI will help Authority and Fellow develop metrics for evaluating the Fellow’s progress. SEI will schedule monthly sessions with Fellow and Authority to review the Fellow’s progress, and will assist the Fellow and Authority with defining or implementing any changes to the Fellowship Scope or other documents as appropriate.

4. Authority’s Program-wide Support
Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
1/2024 Version 1.0
Authority will carry out Program-wide activities reasonably requested by SEI, such as: (a) sponsoring a venue and staff presentations for a monthly training event for all Fellows, (b) participating in a Program-sponsored training session or professional development event, or (c) accepting informal interview requests from one or more other Fellows in the Program.

5. Ownership of Materials
For clarity, SEI owns all training and professional development materials and documents.

1. 3. Fellow Responsibilities, Scheduling, and Supervision

1. Fellow Responsibilities
Authority may assign specific responsibilities to Fellow so long as they are consistent with the Fellowship Scope.

Fellow shall be required to attend or complete training as directed by Authority regarding data security, and confidentiality and other Authority policies and comply with such policies for the duration of the Term.

2. Payment to Fellow; Additional Funding
SEI will pay a living stipend (“Living Stipend”) and end of program award (“End of Program Award”) to Fellow during the Service Term. Authority may provide additional funding for Fellow as may be set out in the Program Plan.

3. Hours and Work Schedule
The standard number of service hours for Fellows (“Standard Hours”) is set out in the Program Plan. Authority will provide Fellow with a reasonably consistent schedule during the Service Term so that Fellow can fulfill his or her Target Hours.

If a Fellow is required to serve as a juror, they will log that time as on-site hours with Authority and continue receiving a living allowance, healthcare coverage and, if applicable, childcare coverage regardless of any reimbursements for incidental expenses received from the court.

4. Work Environment and Resources
When in-person work is allowed, Authority will provide Fellow with adequate workspace, a reasonably comfortable work environment, access to a computer with internet connectivity, and other support resources reasonably necessary for Fellow to complete his or her work.

While working remotely, individual Site Supervisors will plan for IT logistics like computer, WiFi, and other technological equipment needed at the Fellows’ home, account and software access, and/or setting up remote VPNs. Fellows should alert their Site and Regional Supervisors immediately if they face any logistical hurdles to remote work, such as WiFi challenges, remote account access or VPNs.

5. Fellow Attendance at Climate Corps Events
Authority will allow Fellow to attend all Program events, including, without limitation, orientation, monthly trainings, retreats, field trips to other Climate Corps partner sites, , so that Fellow can fulfill his or her Program training Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
1/2024 Version 1.0
requirements and enhance his or her professional development. Time spent by the Fellow at these events will count as training hours under the Program Plan.

6. Site Supervisor
Authority will designate a paid staff supervisor ("Site Supervisor") to supervise Fellow's day-to-day activities and performance. The responsibilities of Site Supervisor include, without limitation: (a) guiding Fellow towards achieving the goals set out in the Fellowship Scope, (b) meeting with Fellow one-on-one at least weekly to discuss project(s), and (c) helping Fellow complete monthly reporting to SEI to track the progress made on the project(s). If Authority changes the Site Supervisor, Authority will provide SEI with at least 30 days’ written notice setting out the name and title of the new Site Supervisor, the reason for the change, and the expected impact, if any, on the Fellowship Scope or Fellow.

4. Reporting and Recordkeeping

1. Program Reports
Authority will complete and submit all Program forms, surveys, assessments, progress reports, Fellow evaluations, and other documents requested by SEI, including a biannual professional development assessment providing feedback on Fellow activities. SEI may share results related to the Program for the purpose of grant reporting, program marketing, and fundraising.

2. Site Visits
SEI may visit Authority sites and film, photograph, and otherwise document Program and Fellow activities during normal business hours and with reasonable advance notice.

3. Recordkeeping
SEI and Authority will each maintain records relating to its Program responsibilities in a manner such that the other can evaluate compliance with this MOU. SEI and Authority will make those records available for review by the other on reasonable notice during the term of this MOU and for a period of three years after its termination.

5. Communication

1. Program Contacts
SEI and Authority will each appoint one individual to act as principal contact person and to coordinate activities in connection with the Program. The initial appointees are identified in the Program Plan. SEI and Authority each may change its contact person at any time and will so advise the other.

2. Cooperation
SEI and Authority acknowledge Fellow’s success in the Program depends in large part on the effectiveness of collaboration between the parties. Both parties will provide timely access to data, information, and personnel, ensure the accuracy and completeness of data and information provided, and promptly notify one another about challenges, concerns, and successes.

3. Fellow Performance
SEI cannot guarantee specific performance results for any Fellow. Authority will Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
1/2024 Version 1.0
notify SEI immediately of any significant problems with Fellow’s professional performance or conduct, including, without limitation, failure to report to a site or unprofessional behavior. SEI will work with Authority to provide assistance or discuss an appropriate response.

Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
1/2024 Version 1.0
Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Task Begin Complete

1. Fellow Recruitment and Interviews June of each year August of each year

2. Fellowship Cycle First business day of September
each year
June 30 of each year
Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
1/2024 Version 1.0
Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below.

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of seven hundred and fifty thousand dollars and no/100 ($750,000) as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Estimated Budget

1. 2025 Fellow Position Fee x 3 $226,575

2. 2026 Fellow Position Fee x 3 $246,000

3. 2027 Fellow Position Fee x 3 $265,500

4. Contingency funds $11,925
Total $750,000
Invoices
Invoicing: In order to request payment, Consultant shall submit two invoices per the schedule identified in Exhibit A. Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority
Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Item 1e
Attachment 1
Draft Agreement with SEI DRAFT
1/2024 Version 1.0
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.
(3) Automotive:

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. (5) Privacy and Cybersecurity Liability
Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of at least $2,000,000 US per occurrence.

Item 1e
Attachment 1
Draft Agreement with SEI DRAFT

Page 1 of 1 ends

Staff Report – Item 1f
Item 1f: Receive March 2025 Decarbonization Strategy and Programs Quarterly Report From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Customer Success Douglas Bernard, Decarbonization Management Analyst
Date: 5/14/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) accept the current update of the Decarbonization Strategy and Programs quarterly report, reflecting project statuses as of the end of March 2025.

BACKGROUND
To achieve its mission to reduce dependence on fossil fuels by providing carbon-free, affordable and reliable electricity and innovative programs for the community, SVCE established a decarbonization strategy and programs roadmap (“Roadmap”), which can be found on SVCE’s website: SVCE Decarbonization Strategy and Programs Roadmap. In December 2018, the Board approved the Roadmap, and since that time, staff have been working on implementation of this Roadmap - as well as subsequent joint action plans and other additions to the programs portfolio as approved by the Board. The quarterly report included here presents a summary of all approved program activity to date.

ANALYSIS & DISCUSSION
Attachment 1 is an update of the Decarbonization Strategy and Programs quarterly report. The quarterly update includes a table with a summary of updates from last quarter and the target for next quarter.

STRATEGIC PLAN
This item supports SVCE’s 2024-2025 Strategic Plan Goals 7 and 8, to support “SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions” and to “engage customers and community stakeholders to build trust of SVCE and advance decarbonization.”

FISCAL IMPACT
Accepting the March 2025 Update of the Decarbonization Strategy and Programs quarterly report has no fiscal impact.

ATTACHMENT

1. Decarbonization Strategy & Programs Quarterly Report – March 2025 Update Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
13 all member agencies
completed existing
building policy and
permit modernization
action plans

DECARBONIZATION PROGRAMS
& MARKETING HIGHLIGHTS
March 2025 Milestones
Quarterly Report
1,131
customers engage
with Go Electric
Advisor service
5,300
customers enrolled
in all-electric
E-ELEC rate
Item 1f
Attachment 1
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
Reissued RFP for General
Contractor and evaluated
responses.

Select contractor and start
construction at 2 sites.

EV Charging
Incentives
$11.4M
80 MUDs with EVI
(720 ports)
4,000 L1/L2
chargers at
affordable housing
30 MUD active
reservations (328 ports)
19 sites completed
(177 L1/L2 ports)
Saw increase in applications,
bringing total active
reservations to $1.68M.

Process 25 total claims.

Full-Service
Home Upgrades
$11.4M
600 single-family
homes electrified
Launched program in
November 2024
Began enrolling customers
and scoping projects.

Adjusted program process
for smoother delivery.

Complete installations for 5
projects.

Home Rebates $10.05M
2,800 homes
fully/partially
electrified
1,900 homes fully/partially
electrified
Fully transitioning application
intake/review to Salesforce.

Hit 2,200 claims and upload
all historic data into
Salesforce.

Electrification
Rate Discount
$9.5M
5,000 customers
enrolled
5,300 enrolled
E-ELEC (4%) rate established
by Calpine; CEO approved E-ELEC Version 2.

Present E-ELEC 2.0 and
EV-SOP rate designs to
Exec Committee and BOD.

Member Agency
Grants
$6.5M
13-18 member agency
projects focused on
community
engagement and
capital decarb
projects
Received 13 competitive
grant proposals; Executed 1
noncompetitive grant
agreement
Closed the competitive grant
solicitation.

Select awardees for
competitive grant.

Community
Energy
Resilience
$5.15M
13 agencies complete
projects
7 completed agency
projects
8 agency projects still
underway.

Monitor and reimburse
agencies as projects are
completed.

C&I
Decarbonization
Program
$5M
8,000 metric tons of
CO2e removed
through carbon
saving measures
6 customers enrolled in the
program, 4 treasure hunts
completed
Held first cohort workshop
with highly engaged
attendees.

Enroll 3 new high profile
customers and schedule
workshop #2.

Decarbonization
Demonstration
Grants
$3.2M
8 local public facing
electric projects
1 project complete
6 agency projects still
underway.

Support grantee
community engagement
efforts.

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

Quarterly Report
View our active rebates here. 1
MAR 25
Item 1f
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative Impact To-Date Last Quarter (Update) Next Quarter (Target) Permit
Modernization
$3.2M
13 member agencies
improve
electrification
permitting
Permitting agencies are
briefed and have action plans
in place
All 13 agency action plans
in place. Work underway in
many agencies.

Continue deploying
resources in all member
agencies.

Emergency
Water Heater
Replacement
$2.6M
700 emergency
water heaters
upgraded
2 emergency water heater
installations completed
Program paused to adjust
process for smoother
delivery.

Complete installations for 5
projects.

CALeVIP 1.0 $2.5M
85 DCFC
installed
1,100 L2 installed
10 DCFC installed
319 L2 installed
Continued processing
incentive payments as
installations were
completed.

Continue making payments
to DCFC and L2 projects as
they are completed.

Customer
Resource Center
(eHub)
$2.1M
800K email
opens
100K unique web
visits
378K email opens (53%
open rate)
29K web visits
26K Unique Visits. 188K
Unique Opens. EV Finder
Launched.
30K Unique Visits. 200K
Unique Opens.

Fast Charger
Incentives
$1.875M
10 DCFC installations
near MUD hotspots
10 of 10 ports are constructed;
2 are not energized currently
Continued to explored
ways to support one site
through ownership
transition.

Complete ownership
transition for one site and
close program.

Existing Building
Policy
Experiment
$1.9M
Spur action on
building
electrification and
reduce building gas
combustion
Concepts have been
introduced and are no longer
“foreign” and momentum is
building for incorporation into
2025 Reach Code efffort
All action plans are now in
place. Model ordinances for
2025 adoption are being
developed and staff has
been briefed.

Hold workshop for elected
officials and continue
educating agency staff on
model approaches.

Contractor
Training
$1.7M
300 contractors
trained
500 graduate
incentives
296 contractors completed
training
197 approved graduate
incentive claims
Integrated program with
Salesforce.

Try new marketing
approaches such as
NextDoor to grow
enrollment to 300.

EV Rebates $1.5M
600 EV purchase
incentives for
income qualified
customers
48 claims paid
Conducted 2 email
campaigns. Held 1 virtual
financial incentives
webinar.

Increase marketing. Hold
additional community
education events. Grow
dealership network.

Programs
Marketing Fund
$1M
4,500 new program
participants
Marketing for 10 programs.

Over 2,000 program
participants added. Analytics
configured.

Allocated marketing fund
to programs and planned
broad marketing campaign
(Power Squad).

First broad marketing
campaign completes
(Power Squad) and $130k
spent.

GridShift EV
Charging and
Rebates
$973K
Bill/emissions
savings and load
shifting capacity
1,594 EVs enrolled (incl.

ChargeWise pilot
participants)
62 charger rebates
Conducted e-mail
campaign for GridShift and
ChargeWise recruitment.

Re-analyze ChargeWise
dynamic rate adders.

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here.
2 MAR 25
Item 1f
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact
Cumulative Impact
To-Date
Last Quarter (Update) Next Quarter (Target)
Go Electric
Advisor
$892K
3,600 customers use
hotline, 1,200 use tech
assistance, 350 use
electrification plans
1,131 customers use
service
434 contacts. Updated
electrification plan template.

Adjusted and increased
electrification support.
450 contacts (with more
non-program-inquiry).

Implement program plan
opportunities.

Business
Rebates
$750K 20-30 SMBs electrified
9 SMBs
fully/partially
electrified
Implemented new project caps
($40k per business and $55k for
nonprofits) and new rebates for
electric-to-electric upgrades.

Launch Site Assessment
Pilot Program. Complete 10-
15 site assessments and
award 2-4 new rebates.

EV Charging
Planning
$725K
60 assessments,
36 projects done,
250 ports installed
87 applications
(49 reports
completed)
Received 22 new applications.

Program closed to new
enrollments on 3/31.

Prepare solutions reports
for enrolled participants.

Help connect participants
with incentives and
installers.

EM&V $640K
Evaluate 80% of SVCE
programs within 2 years of
launch
11 reports completed
Set up new Task Order for
Member Agency Grants.

Continued scoping EM&V for
additional programs.

Define EM&V scope for 5
additional programs.

SV Building
Electrification
Stronger
Together
$600K
Educate stakeholders
about building
electrification
35 new stakeholders
engaged to date
Hosted first contractor focus
group. Collected information and
produced summary.

Host second contractor
focus group. Start CBO
program design bench.

Decarbonization
Engagement
Grants
$442K
5 communities engage
residents on climate action
topics
1 project complete
Cupertino soft launched virtual
reality headset at member
agency meeting.

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
Extended report deadline to
incorporate additional data
Present findings to Air
District to inform rule
updates
Fleet
Electrification
$300K
Complete fleet
electrification and charger
installation planning for 10
fleets
13 fleets in progress
4 agencies have completed the
planning program. Remaining 9
agencies are actively proceeding.

Finalize 2 additional agency
engineered plans and
recruit new fleets into the
program.

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
MAR 25
Item 1f
Attachment 1
0 SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Last Quarter (Update) Next Quarter (Target) Tariffed On Bill
(TOB) Financing
$5.2M
200 customers finance
electrification
Pilot completed design.

Launch OBF pilot and begin
enrollment.

Community Grants $3.5M
Fund resiliency, engagement, and
decarbonization projects for
schools, community groups, and
non-profits
Begin program design.

Complete survey to potential
applicants on project interest.

Neighborhood
Electrification
$1.5M
Test model to electrify buildings
within a community. Electrify 15
homes and set plans for 24 homes
Continued pilot program design.

Complete V2 program design and
release RFP for vendor.

Workforce
Development
Partnerships
$1.3M
Increase capacity to coordinate
and train skilled workforce for
residential electrification jobs
Continued to meet with contractors
and workforce stakeholders to
identify workforce needs.

Continue to gather information for
program design and incorporate into
program design.

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
Completed competitive solicitation
for demand flexibility services.

Evaluated responses.

Execute contracts with selected
vendor(s).

Innovation Onramp
(EV Charging Pilot)
$1M
Demonstrate innovative and
scalable solutions to reduce the
cost of EV charging for MF
residents.

Selected 3 pilots (2 for submetering
solutions and 1 for direct wiring).

Began finalizing contracts.

Launch 3 projects with the selected
vendors.

E-Bike Rebates $500K 450 e-bikes
Program paused due to staffing
constraints.

Determine new timeline and next
steps for program launch.

Innovation Onramp
(Rock Rabbit)
$190K
Pilot an innovative web app to
assist homeowners and contractors
to apply for multiple incentives
simultaneously
Soft launched in January. 24
Contractors enrolled and 1 resident
tested the quote function.

Full launch and receive 20 submissions
for incentives or quotes. Complete
integration with Salesforce.

PROGRAMS PORTFOLIO
Planning
View our active rebates here. 4
MAR 25
Item 1f
Attachment 1

SILICON VALLEY

CLEAN ENERGY
10/2
12/2
2/23
4/23
6/23
8/23
10/23
12/23
2/24
4/24
6/24
8/24
10/24
12/24
2/25
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
Rebates claimed:

Current Level of $ Funds Reserved (in 000s)
0 10 20 30 40 50 60 70
Commercial business
Government
Multifamily
School/Nonprofit
Incentive program for L1 and L2 EV charging
infrastructure at multifamily properties
0 200
400
600
800
1000
1200
1400
HPWH

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

Funds Claimed:

Ports Installed:

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
5 $1.7M
$5.5M
$1.68M
177 L1/L2
Rebates reserved:
= 10 Installed EVSE Ports
Cumulative $ Funds Claimed to Date (in 000s)
Cumulative Applications
Completed Assessments
$720k
MAR 25
Item 1f
Attachment 1
Z’A'S SILICON VALLEY <3/ CLEAN ENERGY
B^B^B^B^
B^B^B^B^
BrBr
Br
12/21
6/2
12/2
6/23
12/23
6/24
12/24
3/25
0 100
200
300
400
500
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.
= 10 Participants Complete Course
477
Registrations
296
6 PROGRAMS HIGHLIGHTS MAR 25
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
4/24
10/24
3/28
0 500
1000
1500
2000
GridShift EV Charging
Managed EV charging app that optimizes charging
to reduce associated costs and emissions.

Charger Rebates Issued: 62
Number of Enrolled EVs
1,594
Rebate Goal: $30K
Goal:
120 EV Chargers
added to fleet
Item 1f
Attachment 1

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A A A A
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
10/24
1 /24
12/24
1/25
2/25
3/25
0 100,000
200,000
300,000
400,000
500,000
eHub Report
Online customer resource center to enable
engagement, education and action related to clean
electricity, EVs and home electrification.
419,961
40,770
Unique Visits Return Visits
7 PROGRAMS HIGHLIGHTS MAR 25
Item 1f
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY
MARKETING HIGHLIGHTS MAR 25
New! Programs Pocket Guide
Goal: Share our program info in one easy-to-takeaway brochure for customers Results: Hundreds of these are flying off
the table at Earth Month events in our
communities. Consolidating programs all
in one resource, rather than having an
individual flyer for each, has made it
easier to introduce customers to our
programs and offerings.
8 Power Squad Ad Campaign
Goal: Boost eHub website visits from March 17 to May 18 through an engaging ad campaign promoting Power Squad, a team dedicated to helping customers go electric.

Tactics: The campaign will reach customers through digital channels like Google and Meta ads, as well as non-digital channels including transit shelters and print weeklies.

Item 1f
Attachment 1
©

SILICONVALLEY

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. 10 GLOSSARY MAR 25
Item 1f
Attachment 1
©

SILICONVALLEY

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: 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
11 MAR 25
Item 1f
Attachment 1
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Staff Report – Item 1g
Item 1g: Receive Updates to E-TOU-C Summer Rates
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Customer Success Kaley Dodson, Sr. Energy Services Specialist
Date: 5/14/2025

RECOMMENDATION
Receive updates to the E-TOU-C summer peak and off-peak rates to maintain a four percent (4%) discount relative to corresponding PG&E rates, per the discount approved by the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) on December 11, 2024 with the adoption of Resolution 2024-16, Resolution Approving Customer Generation Rates and The Fiscal Year 2024-2025 Updated Budget.

BACKGROUND
At the December 11, 2024 SVCE Board of Directors meeting, the Board adopted a 4% generation rate discount relative to PG&E for calendar year 2025. Following this direction, SVCE staff provided a full accompaniment of final SVCE generation rates for the Board’s approval at the February 10, 2024 meeting. In March, PG&E amended the summer peak versus off-peak price (POPP) rate differential for the generation component of the E-TOU-C rate in accordance with CPUC Decision (D.) 21-11-016 of PG&E General Rate Case of 2020. This decision instructs PG&E to increase the POPP differential in a revenue-neutral manner in three phases. PG&E's March adjustment of the rates are the third and final differential adjustment and will come into effect on June 1, 2025.

ANALYSIS & DISCUSSION
PG&E published the new E-TOU-C summer peak and off-peak differential generation rates on March 1, 2025, which will be implemented when customers transition to summer rates on June 1. SVCE’s E-TOU-C rate schedule has been updated, as referenced in Attachment 1, in order to reflect a 4% discount from PG&E’s comparable generation rates. The rates have been loaded into the billing system and will be effective as of June 1, 2025.

STRATEGIC PLAN
Rate alignment is reflected in SVCE Strategic Plan Goal 8, to “Engage customers and community stakeholders to build trust of SVCE and advance decarbonization.”

FISCAL IMPACT
The fiscal impact of this rate change relative to the existing budget is negligible, as this rate change is revenue-neutral and has been modeled and accounted for as presented at the December 11, 2024 board meeting.

ATTACHMENTS

1. SVCE Residential Rate Schedule effective June 1, 2025 Item 1g
SILICON VALLEY \3/ CLEAN ENERGY
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates
($/kWh)1
SVCE
Generation
Service
($/kWh)2
PG&E
Generation
Service
($/kWh)3 Notes
E-1 Year-round 0.13768 $ $ 0.14946 $ Rates applicable to all usage throughout the year 0.15569 EV-A, EV-B Summer (May-Oct)
SUMMER PEAK 0.30697 $ $ 0.31875 $ 0.33203 2:00 p.m. to 9:00 p.m. Monday through Friday, 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays
SUMMER PART-PEAK 0.16924 $ $ 0.18102 $ 0.18856 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, except holidays
SUMMER OFF-PEAK 0.12471 $ $ 0.13649 $ 0.14218 All other hours Winter (Nov-Apr)
WINTER PEAK 0.12028 $ $ 0.13206 $ 0.13756 2:00 p.m. to 9:00 p.m. Monday through Friday. 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays
WINTER PART-PEAK 0.09642 $ $ 0.10820 $ 0.11271 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, except holidays
WINTER OFF-PEAK 0.09642 $ $ 0.10820 $ 0.11271 All other hours EV-2A Summer (Jun-Sep)
SUMMER PEAK 0.19614 $ $ 0.20792 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.21658 SUMMER PART-PEAK 0.15322 $ $ 0.16500 $ 0.17187 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
SUMMER OFF-PEAK 0.11372 $ $ 0.12550 $ 0.13073 All other hours Winter (Oct-May)
WINTER PEAK 0.14154 $ $ 0.15332 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.15971 WINTER PART-PEAK 0.12955 $ $ 0.14133 $ 0.14722 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
WINTER OFF-PEAK 0.10701 $ $ 0.11879 $ 0.12374 All other hours Item 1g
Attachment 1

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1 1 1
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates
($/kWh)1
SVCE
Generation
Service
($/kWh)2
PG&E
Generation
Service
($/kWh)3 Notes
SVCE E-ELEC Summer (Jun-Sep)
SUMMER PEAK 0.31087 $ $ 0.32265 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.29332 SUMMER PART-PEAK 0.18243 $ $ 0.19421 $ 0.19421 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
SUMMER OFF-PEAK 0.09260 $ $ 0.10438 $ 0.14911 All other hours Winter (Oct-May)
WINTER PEAK 0.13253 $ $ 0.14431 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.13119 WINTER PART-PEAK 0.09944 $ $ 0.11122 $ 0.11122 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
WINTER OFF-PEAK 0.05673 $ $ 0.06851 $ 0.09787 All other hours E-ELEC Summer (Jun-Sep)
SUMMER PEAK 0.26981 $ $ 0.28159 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.29332 SUMMER PART-PEAK 0.17466 $ $ 0.18644 $ 0.19421 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
SUMMER OFF-PEAK 0.13137 $ $ 0.14315 $ 0.14911 All other hours Winter (Oct-May)
WINTER PEAK 0.11416 $ $ 0.12594 $ 4:00 p.m. to 9:00 p.m. every day including weekends and holidays 0.13119 WINTER PART-PEAK 0.09499 $ $ 0.10677 $ 0.11122 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
WINTER OFF-PEAK 0.08218 $ $ 0.09396 $ 0.09787 All other hours Item 1g
Attachment 1
©

SILICONVALLEY

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Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates
($/kWh)1
SVCE
Generation
Service
($/kWh)2
PG&E
Generation
Service
($/kWh)3 Notes
E-TOU-B Summer (Jun-Sep)
SUMMER PEAK 0.24971 $ $ 0.26149 $ 0.27239 4:00 p.m. to 9:00 p.m. Monday through Friday SUMMER OFF-PEAK 0.13158 $ $ 0.14336 $ 0.14933 All other times including Holidays Winter (Oct-May)
WINTER PEAK 0.14795 $ $ 0.15973 $ 0.16639 4:00 p.m. to 9:00 p.m. Monday through Friday WINTER OFF-PEAK 0.11071 $ $ 0.12249 $ 0.12759 All other times including Holidays E-TOU-C Summer (Jun-Sep)
SUMMER PEAK 0.21353 $ $ 0.22531 $ 0.23470 4:00 p.m. to 9:00 p.m. everyday SUMMER OFF-PEAK 0.11465 $ $ 0.12643 $ 0.13170 All other times Winter (Oct-May)
WINTER PEAK 0.14564 $ $ 0.15742 $ 0.16398 4:00 p.m. to 9:00 p.m. everyday WINTER OFF-PEAK 0.12003 $ $ 0.13181 $ 0.13730 All other times Item 1g
Attachment 1
©

SILICONVALLEY

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Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates
($/kWh)1
SVCE
Generation
Service
($/kWh)2
PG&E
Generation
Service
($/kWh)3 Notes
E-TOU-D Summer (Jun-Sep)
SUMMER PEAK 0.21253 $ $ 0.22431 $ 0.23366 5:00 p.m. to 8:00 p.m. Monday - Friday SUMMER OFF-PEAK 0.11177 $ $ 0.12355 $ 0.12870 All other times including Holidays Winter (Oct-May)
WINTER PEAK 0.17330 $ $ 0.18508 $ 0.19279 5:00 p.m. to 8:00 p.m. Monday - Friday WINTER OFF-PEAK 0.13962 $ $ 0.15140 $ 0.15771 All other times including Holidays GreenPrime + $ 0.01700 Same as applicable rate, with 0.017/kWh adder for 100% Renewable energy 1 SVCE Generation Rates, without added PG&E fees, effective 6/1/2025 2 SVCE Generation Service reflects our price for Generation, with added PG&E fees (PCIA and Franchise Fees), effective 6/1/2025 3 PG&E Generation service rate effective 6/1/2025
Item 1g
Attachment 1
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Staff Report – Item 1h
Item 1h: Receive Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Yvonne Martinez Beltran, Executive Committee Chair Date: 5/14/2025
The Executive Committee met April 22, 2025 and reviewed SVCE’s proposed strategy for demand flexibility, received an update on the existing E-ELEC pilot in addition to a request for a replacement pilot, heard a request to approve a proposed Real Time Price Rate, discussed SVCE’s best practices and potential amendments to SVCE’s Operating Rules and Regulations, and received a presentation from staff on a programs portfolio tool.

Don Bray, Director of Strategic Development, Joseph Lande, Energy Services Manager, and Maren Wenzel, Director of Regulatory Policy and Planning presented information on customer demand flexibility services reviewing needs, goals and opportunities in SVCE’s service area and reviewing the scope and contracting approach for demand flexibility services. Staff shared information on an RFP that was issued to identify teaming partner(s) for SVCE’s Demand Flexibility efforts, and plans to bring one of the agreements to the May 14, 2025 Board of Directors meeting for approval.

Peter Mustacich, Technical Manager of Decarbonization Planning and Strategy, presented a request to the Executive Committee to support a recommendation to close the existing E-ELEC 1.0 pilot and launch an E-ELEC 2.0 pilot; a new residential Electric Vehicle (EV) rate was also previewed for informational purposes.

Staff reviewed the lessons learned from the E-ELEC 1.0 pilot and how those lessons contributed to the new proposed opt-in rate pilot program for customers with heat pumps (E-ELEC 2.0). The Executive Committee voted unanimously to support staff’s recommendation to bring a proposal to the Board of Directors to end the E-ELEC 1.0 pilot and adopt the new E-ELEC 2.0 pilot. This item will be agendized for the May 14, 2025 Board of Directors meeting.

Citlalli Sandoval, Senior Regulatory Advisor, presented a request for the Executive Committee to support a recommendation to the SVCE Board of Directors to approve a preliminary Real Time Pricing (RTP) rate structure. Senior Regulatory Advisor Sandoval reviewed background information on the Load Management Standards (LMS) compliance requirements for a RTP offering, noting the ask was a regulatory compliance action and that staff would bring an implementation recommendation to the Board of Directors with final details and costs prior to 2027. Due to the compliance requirement associated with the recommendation, the Executive Committee voted unanimously to support recommending the SVCE Board of Directors approve the RTP rate and include the item on the Consent Calendar for the May Board of Directors meeting.

Board Chair George Tyson presented an item for the Executive Committee’s support to recommend the SVCE Board of Directors form an Ad Hoc Committee to review SVCE’s Operating Rules and Regulations for potential amendments. Board Chair Tyson noted the current governance is effective., However,but given the growth of the organization it would be beneficial to perform a review to position SVCE for future growth, and to fulfill SVCE’s mission long term. Also mentioned, was to consider the Executive Committee structure.

Item 1h

AMENDED
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Agenda Item: 1h Agenda Date: 5/14/2025

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This Ad Hoc Committee would review SVCE’s Operating Rules and Regulations, research neighboring CCA bylaws, identify potential amendments and present a recommendation to the Executive Committee first, then to the SVCE Board of Directors. The Chair proposed aThe slate for this committee was proposed to be Chair George Tyson, Vice Chair Larry Klein, and Director Pat Showalter. There was discussion to open the Ad Hoc Committee to the Board and the number of members to include. The Executive Committee voted unanimously to recommend the SVCE Board of Directors form an Ad Hoc Committee to review SVCE’s Operating Rules and Regulations for potential amendments and the proposed slate of committee members, support the recommendation, including membership for the proposed Ad Hoc Committee, which will be presented at the May Board of Directors meeting.

Doug Bernard, Management Analyst, shared information on SVCE’s simplified process for submitting and processing SVCE program applications using a programs portfolio tool. The project’s objectives included improving the customer experience, improving internal business processes, and scaling the number of customer accounts engaging with SVCE programs/services.

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, April 22, 2025
The next meeting of the Executive Committee will be May 23, 2025 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1h

AMENDED

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Staff Report – Item 1i
Item 1i: Receive Additional Committees Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Sr. Executive Assistant and Board Clerk Date: 5/14/2025
There are no reports for the 2025 Legislative Ad Hoc Committee, Finance and Administration Committee, and Audit Committee, as they have not met since the last report.

The 2025 Legislative Ad Hoc Committee will meet May 16, 2025 and the Finance and Administration Committee will meet June 2, 2025 at 10:00 a.m. The Audit Committee is expected to meet in September based on member availability. Materials for our public Brown Act meetings will be posted 72 hours in advance of the meeting dates.

Item 1i
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Staff Report – Item 1j
Item 1j: Receive California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Monica Padilla, CEO
Date: 5/14/2025
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, April 23, 2025.

Attached is a April summary report from General Manager Alex Morris; materials from the April board meeting can be found here on the CC Power website: CC Power Meeting, 4/23/25 The next meeting of the board will be May 21, 2025 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/

ATTACHMENT

1. CA Community Power Board Meeting Summary from General Manager Alex Morris, April 23, 2025 Item 1j
SILICON VALLEY \3/ CLEAN ENERGY
California Community Power
901 H St, Ste 120 PMB 157, Sacramento, CA 95814 | cacommunitypower.org A Joint Powers Agency whose members are:

Central Coast Community Energy | CleanPowerSF | East Bay Community Energy | MCE | Peninsula Clean Energy | Redwood Coast Energy Authority | San José Clean Energy | Silicon Valley Clean Energy | Sonoma Clean Power | Valley Clean Energy
TO: CC Power Board of Directors and Alternates DATE: 4/24/25 FROM: Alex Morris – General Manager
SUBJECT: Report on CC Power Regular Board of Directors Meeting – April 23, 2025 The CC Power Board of Directors held its December Board Meeting on April 23, 2025, via Zoom.

Details on the Board packet, presentation materials, and public comment letters can be found under the Meetings tab at the CC Power website: Meetings and Agendas – ca community power Highlights of the meeting included the following:
• Matters subsequent to posting the Agenda. None.
• Public Comment. None.
• Consent Agenda - The Board approved the following items:
o Minutes of the Regular Board Meeting held on March 19, 2025. • Regular Agenda Items:
o Resolution 25-04-01 – Approval of Coordinated Operations Agreement for Tumbleweed Project: The Board authorized an amendment to the Tumbleweed Energy Storage Project’s Project Participation Share Agreement (“PPSA”) to incorporate a Coordinated Operations Agreement (“COA”). This COA specifies decision-making protocols and roles and responsibilities amongst CC Power and participating members for operating the Tumbleweed Energy Storage Project, scheduled to come online in April 2026. The COA directs the establishment of an Operations Advisory Subcommittee by which relevant input from participating members is provided to CC Power, the entity ultimately tasked with daily operating responsibilities, including schedule coordinator management, outage management, settlements validation, required compliance activities, etc. o General Manager Report: the General Manager provided updates to the Board on plans to launch negotiations and or further contract explorations for geothermal projects, a wind demonstration project in California coastal waters, and a non-lithium-ion long-duration energy storage project. Members must opt in to these project opportunities to participate. Funding for these joint-procurement activities was previously approved via the 2024-2025 CC Power Budget Authorization (Resolution 24-06-02). CC Power will host its Member Forum on October 21-22, 2025, near Camp Mather, CA, where members will assess the role of long-lived resources, including, benefits, operations, and ownership models through a tour of Hetch Hetchy hydropower facilities.

Item 1j
Attachment 1
2 o Work-Planning and Budget Ad Hoc Committee Update: Chair Lori Mitchell (SJCE), on behalf of the Ad Hoc Budget Committee, shared a draft 2025-2026 CC Power budget. The Ad Hoc Committee will provide a final recommended budget for Board consideration at the May 21, 2025, CC Power Board Meeting. For some members, budget approval at a CC Power Board meeting would be contingent upon related approvals from those members’ respective Boards. In remarks and related discussion with the Board, Chair Mitchell and members of the Ad Hoc Committee highlighted deliberations of the Ad Hoc Committee and conclusions on key features of the budget, including the accompanying work-plan, invoicing approaches, cost-allocation approaches, the reserve-build goal, and the rollover of some funds from the current budget cycle. The Ad Hoc Budget Committee includes Chair Mitchell, Treasurer Mitch Sears (VCE), Monica Padilla (SVCE), and Shawn Marshall (PCE).

Item 1j
Attachment 1

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Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Monica Padilla, CEO
Date: 5/14/2025
REPORT
Staff Updates
Sangeetha Kumar was recently promoted from Data Engineer to Senior Data Engineer. Sangeetha joined SVCE as a Decarbonization Data Engineer in December 2022. She quickly became a critical member of the Data Team, taking over DAISY development and becoming an expert in SVCE’s demand-side data. Her work on DAISY has been instrumental to SVCE’s data maturation process and many of those best practices will be carried over to SVCE’s upcoming central repository, RADaR. In addition to her data engineering functions, Sangeetha engages all teams at SVCE to support data requests, data exploration, and strategic analyses, while fostering a growing community of DAISY Power Users. Sangeetha holds a M.S./Ph.D. in Civil Engineering from The University of Texas as Austin as well as a B.S. in Environmental Science and Mathematics from The University of North Carolina at Chapel Hill.

Personnel Officer Update
Staff is actively recruiting for three (3) summer interns including a Data Analytics Intern, Electric Project Cost Analyst Intern, and a Clean Energy Operations Intern, all slated to be hired for a 10-week summer cohort. Full time recruitment efforts also include a Power Resource Planner and continue for the Senior Financial Operations Analyst and the internal recruitment for Rotational Power Analyst.

Job descriptions and applications for the above positions can be found on SVCE’s website: Current Job Openings 2025 Building Codes: Maintaining Momentum in Uncertain Times – May 29th 6:00-8:00pm, Ameswell, Hotel, Mountain View
One of SVCE’s cornerstone initiatives is supporting our member agencies in developing and adopting codes and permitting processes that facilitate the transition to pollution-free buildings. The 2025 building code cycle is of particular importance as our cities work to prepare for upcoming air district rules, but it is also one of challenge given the legal changes after the Berkeley ruling, shifts happening at the federal level, and potential new California legislation. To help you all wade through this time SVCE and Peninsula Clean Energy are hosting an event for elected officials and city managers on May 29th at the Ameswell Hotel in Mountain View. The theme is maintaining momentum in uncertain times. You all have received email invites from CEO, Monica Padilla, and Board Chair, George Tyson. We encourage you to attend, but more so to encourage your colleagues to attend.

Please Register here.

Power Resources & Clean Energy Update
In November 2024, the Board approved new clean targets for SVCE’s electricity portfolio. At the same meeting, the Board directed staff to return by March 2025 with an update on progress towards meeting clean energy targets along with a proposal to assess contributions towards meeting clean energy on a 24x7 hourly basis. The latter directive was met via the inclusion of a 24x7 reporting requirement as part of the Board’s recently approved Power Purchase Agreement Project Selection Policy.

As for the update towards meeting clean energy targets, at the April 22, 2025 Executive Committee staff provided an expanded clean update and agreed to provide such update on a quarterly basis to the Executive Committee.

Item 2
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Agenda Item: 2 Agenda Date: 5/14/2025

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Please see Attachment 1 for a summary of SVCE’s clean energy efforts including progress on meeting mandates, on-boarding of new power purchase agreements and a summary of utility-scale storage contracts.

Customer Success Department Updates
Staff completed 12 Earth Day events this month, which is always a busy and fun time connecting directly with our customers. Thank you to the directors who came by to visit our booth. More than 1,000 people toured the Dream Home at four events, and another ~850 customers interacted with the SVCE booth.

In April, SVCE began offering additional home electrification rebates through its Home Rebates program for two cities. Customers of can receive higher rebates for a heat pump water heater (Milpitas and Mountain View customers), as well as higher rebates for a heat pump HVAC, an induction cooktop/range, or an electrical panels upgrade (Milpitas only). The extra incentives, on top of SVCE’s standard rebates, are funded by these cities.

The Payment Assistance and Efficiency Resources communications campaign launched in April. SVCE placed advertisements throughout the service area at bus shelters and select billboard locations to increase awareness around the available payment assistance programs. A Nextdoor ad campaign is also running from April, late spring/early summer. All ads direct customers to the SVCE Payment Assistance webpage; this campaign will run through into summer.

The marketing team held a residential programs webinar on May 6 to cover a wide range of energy topics - from bills and rates to rebates and heat pumps. More than 300 people RSVP’d and over 100 attended the event. The webinar had high engagement with lots of questions about rates, tech efficiency and SVCE rebates. Another webinar is scheduled on May 15 at 12 p.m. Webinars are being recorded and will be posted to the SVCE YouTube channel.

A list of recent media mentions and prior or upcoming community engagement events are listed below.

Press and Media
• Press Releases
o SV Clean Energy Dream Home Wins Excellence in Public Information & Communications Award, Press Release, 4-11-25
o Battery Project Supports Reliability and Reduces Emissions, Press Release, 4-21-25 • Media Mentions or Features
o The Hidden Savings in EV Charging, Clean Technica, 3-27-25 o Acterra Exergy TV – SVCE EV Charging, 4-24-25
o Heat Pumps Can Lower Energy Bills for Californians Today, RMI, 4-28-25 o Kumar: New Bay Area heating equipment standards will help us breathe easier, San Jose Spotlight, 5-5-25
Recent & Upcoming Events
May 4—Greentown Los Altos Electrification
Fair
- 11am - 3pm
- Sponsorship and tabling
- Downtown Los Altos
May 17 – Acterra Promise to Our Planet
- 5pm – 9pm
- Sponsorship and attendance
- Hidden Villa, 26870 Moody Road, Los Altos
Hills, CA 94022
May 17 – 18 – Campbell Boogie Fest
- Saturday 10am – 6pm; Sunday 10am -
5pm
May 24 – 25 – Morgan Hill Mushroom Fest
- Saturday 10am – 7pm; Sunday 10am -
6pm
- Sponsorship
Item 2
Agenda Item: 2 Agenda Date: 5/14/2025

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- SVCE scholarship competition, Dream
Home, and sponsorship
- Downtown Campbell
- Downtown Morgan Hill
June 7- 8 – Sunnyvale Arts & Wine Festival
- Saturday 10am – 7pm; Sunday 10am -
5pm
- Sponsorship and tabling
- Downtown Sunnyvale
June 21 – Milpitas Juneteenth
- 11am - 4pm
- Sponsorship and tabling
- Albert Augustine Park, 399 Coelho St,
Milpitas, CA 95035
Regulatory & Legislative Update
Regulatory:

PG&E Rule 30 Application: SVCE is engaged, along with other CCAs, in PG&E’s Rule 30 Application. This application would alter interconnection rules for transmission level customers, such as data centers. The Joint CCAs are seeking to ensure that CCAs receive information about new loads in their service territories in a timely manner to allow for sufficient time to procure resources to meet the additional requirements associated with such loads. Additionally, the Joint CCAs are working to establish customer protections to ensure such loads do not result in cost shifts for other customers or delay their energization.

Integrated Resource Planning: On April 29, 2025 the CPUC released the long awaited updated Staff Proposal for the Reliable Clean Power Procurement Program ("RCPPP") which is intended to ensure a stable and predictable procurement process that no longer relies on strict procurement orders. The proposal includes two options for reliability procurement, both of which would extend the “look ahead” period for contracting of new and existing resources. The Staff Proposal also includes a long-term mechanism for ensuring GHG-free goals are met. This standard would be based up an annual GHG-free target, which may exceed existing legislative requirements such as those in SB1020. SVCE staff is reviewing the proposals and developing comments which are due on June 5th.

Legislative:

June 6, 2025, is the deadline for bills in the state legislature to pass their house of origin, and bills have been moving through the policy committee process. A few updates on priority bills:
• Senator Becker released an omnibus package to address energy affordability, SB 254, in late April. The bill contains policies including more oversight of wildfire mitigation spending, a new state program to fund public purpose programs currently paid for on electric utility bills, and a new state agency to fund transmission projects. SVCE is analyzing SB 254.
• SVCE is supporting SB 540 (Becker) on regional energy markets, which has passed both the Senate Energy and Utilities Committee and the Senate Judiciary Committee. SB 540 took amendments in the Senate Judiciary Committee that among other things added specificity on the circumstances when California would withdraw from the new regional organization. A support position on SB 540 aligns with the Board-adopted legislative policy platform policy on a clean and reliable grid. • AB 306 (Schultz/Rivas), which would temporarily pause state codes updates and new local reach codes, moved through the Assembly and is awaiting policy committee hearings in the Senate. SVCE remains concerned about the broad impact of the bill and is seeking amendments to narrow the scope of the pause to new construction only so local governments can continue to adopt existing building electrification codes.

A concerns position on AB 306 algins with the Board-adopted legislative policy platform on climate change mitigation/fuel switching.

Item 2
Agenda Item: 2 Agenda Date: 5/14/2025

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On the federal level, Congressional Republicans have started releasing language for the Budget Reconciliation Package. House leadership’s goal is to pass a bill to extend the Tax Cuts and Jobs Act provisions, pay for immigration enforcement, and cut spending programs and tax credits by Memorial Day. SVCE and other CCAs sent a letter to California’s delegation about important climate and energy issues including protecting key Inflation Reduction Act tax credits and municipal tax-exempt bonds. SVCE also worked closely with CalCCA to send letters to California Republican delegation members about the job creation and investment impact of renewable projects in their districts.

Strategic Plan – FY 2024/2025 Q2 Update
At the September 11, 2024 meeting, the SVCE Board of Directors adopted the five Strategic Focus Areas and Strategic Plan for fiscal year 2024-25. Staff has been busy working toward the focus areas and goals outlined in SVCE’s FY 24/25 Strategic Plan; Attachment 3 provides highlights of the accomplishments and progress from January – March 2025. Staff is currently discussing the development of the fiscal year 2025-26 Strategic Plan; an overview will be discussed at the August 13, 2025 Board of Directors meeting.

New SVCE Headquarters
Staff issued a request for proposals (RFP) in April to select a project manager to oversee the design and construction of SVCE’s new headquarters. Staff selected Cumming Group based on their extensive experience, particularly with public agencies, and the thoroughness of their proposal.

The RFP for design and engineering services is live on SVCE’s website. Proposals are due Wednesday, May 21, 2025. Staff hopes to select a firm by the end of May and bring a contract to the Board for consideration at the June 2025 meeting. The selected firm will take input received from staff, the Board, and other key stakeholders to develop the architectural, engineering, and other design documents necessary to obtain permits. Staff will launch a second RFP to select the construction firm once the plan documents are submitted for permit.

CalCCA Annual Conference
The California Community Choice Agency held its annual conference on April 27-30 in Irvine California. The event sold out with 900 in attendance making it the largest event to date for CalCCA. SVCE was well represented by staff and Board members. Through a very competitive selection process, SVCE staff was invited to present and/or moderate six different panels and participate in a poster presentation – a testament to our ability to innovate and our deep knowledge of industry trends, challenges and opportunities.

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 June through September 2025:

Item 2
Agenda Item: 2 Agenda Date: 5/14/2025

Page 5 of 8 ends

ATTACHMENTS

1. Clean Power Update, May 2025

2. Regulatory and Legislative Update, May 2025

3. Strategic Plan Quarter 2 Update
Item 2
Agenda Look Ahead: June - September 2025
June
11th: BOD Meeting
• Stress Test Analyses -Discussion
• Introduction to FY 25-26 Budget
Framework -Discussion
• IRP Preview -Discussion
• Authorize Energy Prepay Transaction #4 -
Action
*Please note the items on this schedule may change
depending on priorities
** No regular meeting scheduled in July
August
13th: BOD Meeting
• Feedback Request for FY 25-26 Proposed
Operating Budget- Discussion
• Intro to 2026 Strategic Plan and Strategic
Focus Areas -Discussion
• Marketing and Outreach Deep Dive -
Informational
September
10th: BOD Meeting
• Decarbonization Roadmap Update -
Discussion
• Adopt FY 25-26 Proposed Operating
Budget -Action
• Adopt FY 25-26 Strategic Focus Areas and
Strategic Plan -Action
Agenda Item: 2 Agenda Date: 5/14/2025

Page 6 of 8 ends

Exhibit 1 - CEO Agreements Executed Under Delegated Authority The following agreements have been executed by the CEO or their delegate, consistent with the authority delegated by the Board:

Type Consultant Description Compensation Term Authority Amendment –
Task 8
SMUD Home Rebates
Program Support
New NTE -
$802,330
($293,600 added)
Extends
term to
12/31/2025
Board
Approved
(12/13/23)
Amendment DataSpaceDigital Website Analytics
Improvements
NTE - $12,180 Extends
term to
12/31/2025
CEO Spending
Authority
Agreement Accel Air
Systems, Inc.

Air Systems
Maintenance (new
office)
NTE - $1,145 4/1/2025-
12/31/2025
CEO
Spending
Authority
Agreement Orion Security
Patrol
Security Patrol
(new office)
NTE $7,200 4/1/2025 to
12/31/2025
CEO
Spending
Authority
Agreement Dinsmore
Landscape
Company
Landscaping
Services (new
office)
NTE- $7,200 4/1/2025 to
12/31/2025
CEO
Spending
Authority
Agreement Crane Pest
Control
Pest Control (new
office)
NTE- $1,980 4/1/2025 to
12/31/2025
CEO
Spending
Authority
Amendment Aiqueous Software as a
Service (SaaS)
No new money No change
to term
Board
Approved
(12/13/23)
Grant
Agreement
Town of Los
Gatos
Member Agency
Grant Program
Agreement
NTE - $173,184 4/4/2025 to
12/31/2028
CEO Spending
Authority
Amendment Acterra EV Rebate
Community
Outreach Events
No new money Extended
term to
12/31/2025
CEO
Spending
Authority
Amendment CreativeF5 Graphic and Web
Design, Security
and Maintenance
Increased NTE to
$250,000
No change
to term
CEO
Spending
Authority
Agreement Intelligent
Technologies and
Services
Fire Alarm System
(new office)
NTE- $2,996 4/1/2025 to
12/31/2025
CEO
Spending
Authority
Amendment School of
Thought
Marketing and
Advertising
Services
New NTE- $530,000 No change
to term
Board
Approved
(4/9/2025)
Amendment Carroll Street
Associates
Clean and Healthy
Affordable
New NTE- $450,000 No change
to term
Board
Approved
Item 2
Agenda Item: 2 Agenda Date: 5/14/2025

Page 7 of 8 ends

Multifamily
Properties
Program Grant
Agreement
Program
Funding
(12/14/22)
Agreement Aurora Fundamental
Forecast Services
NTE- $75,000 4/4/2025 to
4/23/2026
CEO
Spending
Authority
Agreement Hitachi Energy Fundamental
Forecast Services
NTE- $83,850 4/4/2025 to
4/23/2026
CEO
Spending
Authority
Amendment City of Gilroy Community
Resilience
Program- Capital
Projects Grant
Agreement
No new money No change
to term
Board
Approved
Program
Funding
(5/13/20)
Agreement Cumming
Management
Group Inc.

Construction
Project
Management
Services
NTE- $250,000 4/25/2025
to
12/31/2026
CEO
Spending
Authority
.

Item 2

Page 8 of 8 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
East Bay Municipal Utility District 3/13/2025 Purchase Renewable Energy PCC-1 7/1/2025 6/30/2030 $14,279,990 Morgan Stanley Capital Group 3/21/2025 Purchase Carbon-Free Energy 6/1/2026 9/30/2026 $6,000,000 Morgan Stanley Capital Group 3/21/2025 Purchase Resource Adequacy 6/1/2026 9/30/2026 $463,500 Yuba County Water Agency 3/25/2025 Purchase Carbon-Free Energy 3/26/2025 12/31/2025 $700,000 Shell Energy North America 4/2/2025 Purchase Resource Adequacy 5/1/2027 10/31/2027 $6,000,000 Shell Energy North America 4/2/2025 Purchase Resource Adequacy 7/1/2027 9/30/2027 $1,107,000 Item 2

SILICON VALLEY

CLEAN ENERGY
• Subtitle
New SV Clean Energy
PowerPoint Template
CEO Report
Clean Power Update
SVCE Board Meeting
May 14, 2025
Item 2
Attachment 1
Clean Power Update, May 2025
2 Mission Statement
Reduce dependence on fossil
fuels by providing carbon free,
affordable, and reliable
electricity and innovative
programs for the SVCE
community
Item 2
Attachment 1
Clean Power Update, May 2025
3 Regulatory Landscape
➢ The CPUC oversees California’s Load Serving Entities by regulating rates and ensuring grid reliability and safety ➢ The CEC is the state’s primary energy policy agency,
responsible for forecasting energy demand and supporting long-term planning
➢ SVCE’s Board, comprised of officials from its 13 member communities, ensures compliance and fiscal responsibility for the community
Item 2
Attachment 1
Clean Power Update, May 2025

CALIFORNIA
Public Utilities Commission

CALIFORNIA

ENERGY COMMISSION
Bl
4 California’s Clean Energy Goals
SVCE’s
procurement
targets are
primarily driven
by regulatory
requirements
and Board goals
• 60% Renewable Energy by 2030 SB100 • 100% Carbon Free by 2045 • 65% of Renewable Energy must be from Long-Term SB350 (10yr or more) contracts • Mid-Term Reliability
• Established by the CPUC to focus on securing
sufficient online resources to meet expected demand
in the coming few years
MTR
• 100% Clean – annually, with line losses
• 75% Renewable by 2030
• 100% Renewable by 2035 (adopted late 2024)
SVCE
BOD
Item 2
Attachment 1
Clean Power Update, May 2025
5 SVCE is On Track to Meet SB100 and Agency Goals
for Clean and RPS…
Item 2
Attachment 1
Clean Power Update, May 2025
Clean
Volumes
(MWhs)
4M
3M
2M
1M
OM
112%
J- 7":
2025 2026 2027 2028 2029 2030
Compliance Year
•
RPS Volumes GHG Free Volumes WSVCE RPS Position •SVCE Clean Position •SB100 Target *SVCE Clean Target 120%
100%
80%
60%
40%
20%
0%
Percent
of
Retail
Load
6 And Making Significant Progress Toward Meeting
Long-Term RPS Targets
SB350 is a multi-year compliance
period obligation,
which has interim
annual targets
9%
7%
1%
3%
3%
5%
4%
8%
5% 45%
31%
% of Retail Sales
CY 2025 Expected Long-Term RPS
• Currently in Compliance Period 5: 2025-2027
Item 2
Attachment 1
Clean Power Update, May 2025
Clean Long-Term Power Agreements
• $3.8B+ in commitments
• 22 PPAs signed
• 19 new build projects
• 1,045 MW of Renewable Power
• 2,045 MWh of Battery Storage
9 Projects now delivering to SVCE:
• COSO geothermal - January 2022
• Slate Solar + Storage – January 2022
• Casa Diablo geothermal – July 2022
• Mountain View wind – July 2022
• Rabbitbrush Solar + Storage – October 2022
• Terra-Gen Wind – January 2023
• Yellow Pine Solar + Storage – July 2023
• Victory Pass Solar + Storage – March 2024
• Baldy Mesa Storage (RA-only) – June 2024
Item 2
Attachment 1
Clean Power Update, May 2025

GEOTHERMAL

BATTERY STORAGE

SOLAR STORAGE

SACRAMENTO

SOLAR POWER

WIND GENERATION

LONG DURATION STORAGE
•

SAN JOSE NEVADA
•
RAk FR'r.F F D % KINGMAN
%
-OS ANGELES

ARIZONA
SANTA

BARBARA
LAS
VEGAS
SVCE Value-Stacks As Much As Possible
Victory Pass
Solar + Storage
• 100 MW Solar
• 25 MW Battery
• 15-year term
• 8% of SVCE Load
Meets:
✓ SB 100
✓ SB 350
✓ MTR
✓ Board-adopted Clean
Goals
Item 2
Attachment 1
Clean Power Update, May 2025
Long-Term Contracts: Online
Victory Pass Solar + Storage
Casa Diablo Geothermal
Seller Project Name Technology Generation MW Storage MW Storage MWh Term
(years)
SVCE Board
Approval
1 MN8 Slate Solar + Storage 93 46.5 186 17 Oct-18
2 Ormat Casa Diablo Geothermal 7 10 Feb-20
3 Atlantica Coso Geothermal 43.8 15 Mar-20
4 Leeward Rabbitbrush Solar + Storage 40 8 20 15 Apr-20 5 NextEra Yellow Pine Solar + Storage 50 26 104 20 May-20 6 AES Mountain View Wind 33.3 20 Apr-21
7 Clearway Victory Pass Solar + Storage 100 25 100 15 May-21 8 Terra-Gen Cameron Crest Wind 77.7 15 May-21
9 AES Baldy Mesa (RA-only) Storage 0 75 300 10 Sep-22
Item 2
Attachment 1
Clean Power Update, May 2025
Long-Term Contracts: In Development
SunZia Wind & Transmission
Seller Project Name Technology Generation MW Storage MW Storage MWh Term (years) SVCE Board
Approval Status
1 Avantus Aratina Solar + Storage 80 50 200 20 Jun-20 Pre-construction 2 174 Power Global Atlas Solar 50 10 Jan-21 Pre-construction 3 SB Energy Angela Solar + Storage 20 10 40 15 Mar-21 Pre-construction 4 Origis San Luis West Solar + Storage 62.5 15.625 62.5 15 Apr-21 Pre-construction 5 Rev Renewables Tumbleed Long Duration Storage 15.9375 127.5 15 Feb-22 Construction 6 Onward Goal Line Long Duration Storage 14.2 113.6 15 Mar-22 Pre-construction 7 Ormat Geothermal Portfolio Geothermal 16.75 20 Jun-22 Pre-construction 8 OME Fish Lake Geothermal 1.82 20 Jun-22 Pre-construction 9 Middle River Power Hanford Thermal + BESS 99.4 131.4 131.4 12 Apr-23 Construction 10 NextEra Grace Solar 120 15 Aug-23 Pre-construction
11 NextEra Yellow Pine III Storage 0 115 460 15 Aug-23 Pre-construction 12 Pattern SunZia Wind 100 15 Nov-23 Construction
13 VCI Energy Glossy Garlic Solar + Storage 50 50 200 10 Oct-24 Pre-construction Item 2
Attachment 1
Clean Power Update, May 2025
Clean Energy Resources Online Progress
as of April 29, 2025
2025 – H1 • Goal Line Long Duration Storage: Pre-construction – delayed • Hanford BESS on Peaker: Construction mode
• Atlas Solar: Pre-construction – delayed
• San Luis West Solar + Storage: Pre-construction – delayed 2025 – H2
• Yellow Pine III Storage: Pre-construction
• Tumbleweed Long Duration Storage: Construction mode
• Fish Lake Geothermal: Pre-construction
• Aratina Solar + Storage: Pre-construction
2026 – H1
• Ormat Geothermal Portfolio: Pre-construction
• SunZia Wind: Construction mode
• Angela Solar + Storage: Pre-construction – delayed
• Grace Solar: Pre-construction
• Glossy Garlic: Pre-construction
2026 – H2+
Item 2
Attachment 1
Clean Power Update, May 2025
THANK YOU!
12 Item 2
Attachment 1
Clean Power Update, May 2025
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
SVCE Legislative and
Regulatory Update
May 14, 2025
M'SSILICON VALLEY <3/ CLEAN ENERGY
Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
CD Policy Updates
Regulatory Update:

1. PG&E's Rule 30 Application

2. CPUC's Integrated Resource Planning
Legislative Update:

1. State Legislation
2, 2025 Legislative Calendar
2 Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
Regulatory
Update
Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
Key Regulatory Activities
Activity Purpose Status
Rule 30 Application
A.24-11-007
To establish new rules for
transmission level
interconnections of large
customers.

In November of 2024 PG&E submitted an application to adopt new rules for interconnection level customer connections. This application follows a significant increase in such customer requests, largely due to new data center loads in the greater Bay Area, much of which is concentrated in Silicon Valley. As of March 2025, PG&E has reported nearly 8,500 MW of requested new load to interconnect. Among other things, adoption of this rule would allow large loads to pay up front costs for interconnection, with PG&E reimbursing the customers once the load is on the system.

SVCE, as part of a group of Joint CCAs from the PG&E service area, is engaged in the regulatory proceeding to review the application. The Joint CCAs along with other parties, have protested PG&E's request for interim implementation of the rule. The Joint CCAs are also focused on ensuring that CCAs have timely access to information about these new loads to ensure they can plan for them. Additionally, the Joint CCAs are working to establish customer protections to ensure that such loads do not result in cost shifts for other customers or delay their energization. 4 Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
Key Regulatory Activities
Activity Purpose Status
Integrated Resource
Planning
R.20-05-003
To ensure CPUC jurisdictional
entities are on track to
collectively plan for and procure
resources sufficient to meet the
State's clean goals and reliability
targets.

On April 29, 2025 the CPUC released the long awaited updated Staff Proposal for the Reliable Clean Power Procurement Program ("RCPPP") which is intended to ensure a stable and predictable procurement process that no longer relies on strict procurement orders.

The Staff Proposal puts forth two separate options for reliability planning. The first allows LSEs to procure to meet their reliability reguirements with new and existing resources, without an explicit new build reguirement. The second option set a new build reguirement but loosens the definition of "new" allowing LSEs to procure new build on a rolling basis to help incentivize early build.

Additionally staff is proposing a Clean Energy Standard to ensure GHG-free goals are met. This standard would be based upon an annual GHG-free target, which may exceed existing legislative requirements such as those in SB1020.

SVCE staff is reviewing the proposals and developing comments, which are due on June 5th. 5 Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
Legislative Update
6 Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
0 SVCE Bill Positions
Bill Number Summary SVCE Position Position Taken Under
which Board-Adopted
Legislative Platform
Policy
SB 540
(Becker/Stern)
Allows the formation of a new
Regional Organization to
enable California to participate
in energy markets with other
western states.

Support Clean, Reliable Grid
AB 306
(Schultz/Rivas)
Would prohibit local governments Concerns + amendment
from adopting new reach codes, suggestions,
unless the reach codes were
related to emergency health and
safety or home hardening.

Climate Change
Mitigation/Fuel Switching
7 •
•
•
•
•
•
•
•
•
•
Item 2
Attachment 2
SVCE Leg and Reg Update, May 2025
1 Key 2025 State Legislative Milestones
January 6—Legislature Reconvenes
February 21—Last day for bills to bo introduced
May 2—Last day for policy committees to hoar 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
8 Silicon Valley Clean Energy

STRATEGIC PLAN
FY 24/25 Q2 Progress Update
January - March 2025
Strategic Focus Areas
SFA 1: Expand Affordability Efforts
Staff brought an update in March 2025 to the SVCE Board of Directors on the broad scope of affordability actions SVCE has taken and is working on. Staff finalized marketing materials and plan for the 2025 rate education and payment assistance outreach campaign (with focus on CARE/FERA, CARE/FERA-eligible, and fixed-income customers) to connect customers with new SVCE webpages to help them easily find resources to better manage their utility bills.

Staff is continuing to work on many other affordability actions including the Board approved creation of the SVCE Community Fund, tracking bills, and working on novel rate design.

SFA 2: Expand Clean & Reliable Grid Actions
At the March 2025 Board of Directors meeting, the Board approved the establishment of the SVCE Community Fund which sets aside funding, when available, to fund initiatives and services in three mission-aligned priority areas: 1) Rate Stabilization and Bill Affordability, 2) Scalable Support fo Pollution Free Appliances, and 3) Local and Emerging Power Supply Technology. Approval of the fund has enabled staff to prepare and design initiatives that will better serve customers and meet the SVCE mission to "reduce dependence on fossil fuels by providing carbon-free, affordable, and reliable electricity and innovative programs for the SVCE community."
SFA 3: Expand Offerings and C/I Customers
Staff is continuing to work with members of the Commercial & Industrial (C&I) Decarbonization program on projects at their properties; Working through EcoInvestment proposals with two large C&I customers; and Developing updates to overall offers for key accounts (e.g. additional billing support, technical assistance, and relationship building).

Item 2
Attachment 3
SFA 4: Prepare Region for Electrification at
Scale
Grants have been awarded as part of SVCE’s 2024 Member Agency Resilience Grants, which support electrification and resilience projects in our community. These investments are in direct support of SVCE's mission.

SFA 5: Attract & Retain Employees
SVCE continues to offer engaging strategies including fun activities, trainings, office hours, all hands and more to ensure staff is updated with agency information in ways that meet various learning preferences. Staff utilized both technology and in-person time to make meaningful gains toward productivity including offering connections time and focus time for important administrative hygiene. Q2 continued with no turnover for year-to-date 2024/2025.

Item 2
Attachment 3
Silicon Valley Clean Energy

STRATEGIC PLAN
FY 24/25 Q2 Progress Update
Goal Accomplishments
Goal 1 - Advance policies
which support SVCE’s
mission to reduce
dependence on fossil fuels.
(SFA1, SFA4)
Staff continues to participate in local policy
development, state legislative advocacy, and
regulatory advocacy to advance policies that
increase affordability and reduce emissions.

Particular focus in Q2 was on both the PCIA and
High DER proceedings, both of which could
significantly impact affordability, especially for CCA
customers.

Through CalCCA, SVCE is advocating on a number
of bills to address issues identified in the affordability platform including SB 540 (Becker) on
regionalization and SB 254 (Becker) on electricity
affordability.

All 13 member agency action plans completed,
supporting improvements to the Air District's rules,
coordinating all Bay Area CCAs on policy
approaches.

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. (SFA1, SFA2)
Assumptions for load scenarios have been
established, and are now being modeled by staff.

Supply side scenarios, a virtual power plant valuation
model, and load flexibility scenario have been
established or scoped, with development to
continue into the next two quarters.

Item 2
Attachment 3
Goal 3 - Create a long-term decarbonization plan
that integrates supply and
demand changes,
opportunities, and
challenges. (SFA1, SFA2)
Launched internal tiger team and began initial
research.

Electrification scenarios drafted that are informing
SVCE's portfolio planning efforts.

Plan development is in process and will take
approximately 12-15 months to complete.

Update on Decarbonization Plan anticipated to be
brought to the Board of Directors in September
2025.

Goal 4 - Acquire power
supply resources in a cost-effective manner to meet
legislative and regulatory
obligations, Board
directives and customer
specific products. (SFA2,
SFA3)
Purchased small hydroelectric qualifying for
Renewable Portfolio Standard (RPS) energy from
East Bay Municipal Utilities District for a five-year
term.

Enrolling customers in Hourly Flex Pricing pilots and
monitoring PG&E roll-out and testing automated real
time pricing through managed electric vehicle (EV)
charging app for ~100 customers.

Re-evaluating SVCE's E-ELEC rate design to better
promote consumption in solar hours, which is being
presented to the Board of Directors in May.

Reviewing solicitation responses and working
through details of SVCE program concept for
demand flexibility / virtual power plant with top
respondents. Presentation and request for SVCE
Board approval for one agreement agendized in
May.

SVCE has met all compliance and agency goals to
date.

Goal 5 - Manage and
optimize load and power
resources to meet
affordability, GHG
reduction and reliability
objectives. (SFA1, SFA2)
Load scheduling services transitioned to new third
party vendor, Tenaska Power Services.

Fully optimizing power contract curtailment
provisions to maximize delivery of renewable energy
certificates.

Item 2
Attachment 3
Goal 6 - Maintain healthy
financial position; avoid
failures in management of
market risk, credit risk,
liquidity risk, operational
risks, and enterprise risks.

Received A3 investment-grade credit rating
upgrade from Moody's Investor Service.

Approval to establish rate stabilization fund under
Government Accounting Standard Board (GASB)
Standard 62, and FY 2024-25 mid-year budget
approved by the SVCE Board in March 2025.

In March 2025, SVCE Board approved amendments
to SVCE's Energy Risk Management Policy to further
strengthen risk management controls, clarify
existing policy, and reflect current energy
procurement activities.

Using SVCE’s Enterprise Risk Management
framework, comprehensively assessed risks,
updated the risk register, and proposed financial
stress scenarios to the Finance and Administration
Committee. Stress testing process underway with
anticipated reporting to the SVCE Board in June
2025.

Goal 7: Support all SVCE
communities to
decarbonize through local
investments that reduce
barriers and demonstrate
sensible, scalable, and
equitable solutions. (SFA1,
SFA2, SFA3, SFA4)
Launched additional marketing campaigns to
promote participation in SVCE programs.

Continuing adjustments to improve offers across the
board. Final design work for financing program
wrapped up.

Deployed new "assisted home upgrades" pathway
that can help residents apply across multiple rebate
programs all in one app. Preparing for hard launch
of single-family direct installation program.

Continuing to work with members of the
Commercial and Industrial (C&I) Decarbonization
program on projects at their properties.

Working through EcoInvestment proposals with two
major C&I customers.

Developing updates to overall offers for key
accounts (e.g. billing support, technical assistance,
relationship building).

Item 2
Attachment 3
Goal 8 - Engage
customers and community
stakeholders to build trust
of SVCE and advance
decarbonization. (SFA1,
SFA3, SFA4)
Data management and billing services agreement
with Calpine Community Energy finalized and
signed.

Performed deep dive into call center data.

Developed the Power Squad marketing campaign to
personify SVCE as customers’ trusted energy advisor
for all electrification needs.

Completed open call and selection for annual
student sponsorships and promoted the new
education nonprofit grants.

Continued delivering direct marketing to customers
about available offers and services.

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).

Table Top Exercise, Security Assessment
Remediation and Annual Data Privacy Audit
completed.

Organization-wide standards approved and
socialized; trainings with staff in progress
Continued ongoing work to remediate identified
vulnerabilities
Goal 10 - Hire, retain and
develop high-performing
talent via competitive
benefits and rewarding
work culture. (SFA5)
Kicked-off annual Learning Strategy for the agency
with curated Power Hours, Departmental Interactive
sessions and Quarterly Workshops and Speakers to
meet the agencies learning and development goals.

Held successful quarterly in-person retreat in March,
with guest speaker focused on productivity and
performance.

Planning underway for May Quarterly in-person
retreat, which will incorporate activities across and
within departments and functions.

Item 2
Attachment 3
The Power of Community

Page 1 of 7 ends

Staff Report – Item 3
Item 3:

From:

Prepared by:

Date:

Authorize the Chief Executive Officer to Execute Two 10-Year Power Purchase Agreements with SunZia Wind South LLC and SunZia Wind North LLC Monica Padilla, CEO
Kris Van Vactor, Director of Power Resources
Britta Bradshaw, Power Resource Manager
5/14/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) delegate authority to the Chief Executive Officer (CEO) to finalize and execute two Power Purchase Agreements (PPA), and any subsequent amendments and ancillary agreements, for clean wind power with Pattern Energy for SunZia Wind South LLC and SunZia Wind North LLC (“Agreements”), with the following provisions:

1. SunZia Wind South LLC
a. 17.25 MW or approximately 55,000 MWh per year
b. 10-Year term PPA with expected commercial operation dates (COD) and term from June 1, 2026, through May 31, 2036.
c. Total amount not-to-exceed $58,000,000.

2. SunZia Wind North LLC
a. 7.75 MW or approximately 25,000 MWh per year
b. 10-Year term PPA with expected COD and term from June 1, 2026, through May 31, 2036. c. Total amount not-to-exceed $26,000,000.

Execution of the Agreements will help SVCE meet SVCE Board-directed clean energy targets, California’s Renewable Portfolio Standard (RPS) requirements for Portfolio Category Content One (“PCC1”) resources and clean procurement mandates, and Resource Adequacy (RA) requirements, including Mid-Term Reliability requirements for new clean capacity. The Agreements are provided in substantive form (Attachments 1 and 2) are mutually exclusive and are incremental to SVCE’s existing PPA for SunZia Wind. Any future amendments to the two recommended contracts shall be subject to the not-to-exceed (NTE) limit and authority set forth in Resolution 2022-08 or any subsequent authority.

BACKGROUND
In August 2024, Silicon Valley Clean Energy (SVCE) issued a Request for Offers (RFO) for long-term clean resources. The goal of the RFO was to secure a diverse set of renewable energy and clean capacity to meet SVCE’s (RPS) and carbon-free objectives, while also complying with California’s RPS and clean mandates. The SunZia agreements were selected resulting from this RFO.

SVCE has an existing PPA with SunZia Wind PowerCo LLC for 100 MW, approved by SVCE’s Board and executed in November 2023, covering the same wind facilities represented by these proposed incremental Agreements. The proposed incremental Agreements are substantially similar to SVCE’s existing PPA for the project. SVCE’s existing SunZia PPA includes a provision which allows for a Replacement PPA which would bifurcate the project into the two separate resources of SunZia South and SunZia North; this bifurcation is reflected in these incremental Agreements.

Item 3
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 3 Agenda Date: 5/14/2025

Page 2 of 7 ends

As a load serving entity (LSE), SVCE is subject to clean energy and RPS targets under Senate Bill 100 (“SB 100”) which set a goal of achieving a 60% RPS by 2030 and a 100% clean energy grid by 2045 with interim targets of 90% by 2035 and 95% by 2040 as provided for under Senate Bill 1020. Additionally, SVCE’s Board set a100% clean energy target on an annual basis and directed staff to achieve a 75% RPS in 2030-2034 (with a 10% margin of error) as approved by the Board in the November 13, 2024 SVCE Board of Directors Meeting, Item 4.

Clean resources were also sought to meet obligations as ordered in the California Public Utilities Commission (CPUC) issuing Decisions (D.) 21-06-035 and (D.) 23-02-040—together, the Mid-term Reliability Procurement Orders (MTR Orders)—requiring CPUC-jurisdictional LSEs, such as SVCE, to procure and/or develop a collective 15,500 MW of new capacity by 2028. SVCE’s total share of the MTR Order and Supplemental MTR Order is 317 MW, which was determined based on SVCE’s load ratio share of the CPUC’s jurisdictional load in the Pacific Gas and Electric transmission access area. While SVCE has made significant progress towards meeting the Supplemental MTR order, an open position still exists.

In support of SVCE’s goals and mandates, SVCE has 22 long-term contracts for clean energy, capacity and/or reliability products totaling over $3 billion over the life of the contracts. Currently, nine resources are online and estimated to meet approximately 41% of SVCE’s retail sales in 2025 with the following RPS mix: Solar + Storage: 22%, Geothermal: 11%, Wind: 8%.

In 2030, when all resources are on-line, SVCE will have achieved a 75% RPS from long-term resources and 61% of its peak capacity will be met from clean resources. Tables 1 and 2 summarize the PPAs executed to date to meet RPS, resource adequacy and/or MTR requirements.

Table 1: Board Authorized Clean Energy Contracts - Online Item 3
Seller Project Name Technology Generation MW Storage MW Storage MWh Term
(years)
SVCE Board
Approval
1 MN8 Slate Solar+Storage 93 46.5 186 17 Oct-18
2 Ormat Casa Diablo Geothermal 7 10 Feb-20
3 Atlantica Coso Geothermal 43.8 15 Mar-20
4 Leeward Rabbitbrush Solar+ Storage 40 8 20 15 Apr-20
5 NextEra Yellow Pine Solar+ Storage 50 26 104 20 May-20 6 AES MountainView Wind 33.3 20 Apr-21
7 Clearway Victory Pass Solar+ Storage 100 25 100 15 May-21 8 Terra-Gen Cameron Crest Wind 77.7 15 May-21
9 AES Baldy Mesa (RA-only) Storage 0 75 300 10 Sep-22
Agenda Item: 3 Agenda Date: 5/14/2025

Page 3 of 7 ends

Table 2: Board Authorized Clean Energy Contracts - In Development

ANALYSIS & DISCUSSION
SunZia Wind, the large project comprised of both SunZia South and SunZia North, is a 3,515 MW new build wind facility resource capable of producing over 11 million MWh of PCC1 RPS energy and renewable energy certificates (RECs). Pattern Energy ("Pattern") is the parent company and developer of SunZia Wind.

The Incremental SunZia Wind Agreements for SVCE will be for a combined 25 MW of the 3,515 MW facility and contribute around 80,000 MWh of PCC1 RPS energy and renewable energy certificates (RECs) annually, which will account for approximately 2% of SVCE’s retail sales and count towards annual and long-term RPS requirements. The resource is offered at a fixed-price in dollars per MWh under a ten-year term with an expected COD of June 1, 2026. The project is in New Mexico (it spans Torrance, Lincoln and San Miguel Counties) and will be interconnected to the California Independent System Operator (CAISO) at the Palo Verde Inter-tie. SunZia Wind will have full deliverability status from the CAISO and provided SVCE is awarded the necessary Import Allocation Rights, the project will be able to provide resource adequacy attributes to help SVCE meet its annual compliance obligation.

Tables 3 and 4 are a summary of the key features of the SunZia Wind PPAs.

Table 3: Summary of Sunzia Wind South
Counterparty SunZia Wind South LLC
Parent Company Pattern Energy, Inc.

Product New build wind PCC1 RPS
Energy
Need and/or
Compliance Obligation
SVCE’s 100% Clean
energy goal and RPS
target
Item 3
Seller Project Name Technology GenerationMW Storage MW Storage MWh Term(years) SVCE Board
Approval Status
1 Avantus Aratina Solar + Storage 80 50 200 20 Jun-20 Pre-construction 2 174Power Global Atlas Solar 50 10 Jan-21 Pre-construction 3 SB Energy Angela Solar + Storage 20 10 40 15 Mar-21 Pre-construction 4 Origis San LuisWest Solar + Storage 62.5 15.625 62.5 15 Apr-21 Pre-construction 5 Rev Renewables Tumbleed LongDuration Storage 15.9375 127.5 15 Feb-22 Construction 6 Onward Goal Line LongDuration Storage 14.2 113.6 15 Mar-22 Pre-construction 7 Ormat Geothermal Portfolio Geothermal 16.75 20 Jun-22 Pre-construction 8 OME Fish Lake Geothermal 1.82 20 Jun-22 Pre-construction 9 Middle River Power Hanford Thermal+ BESS 99.4 131.4 131.4 12 Apr-23 Construction 10 NextEra Grace Solar 120 15 Aug-23 Pre-construction
11 NextEra Yellow Pine III Storage 0 115 460 15 Aug-23 Pre-construction 12 Pattern SunZia Wind 100 15 Nov-23 Construction
13 VCI Energy Glossy Garlic Solar +Storage 50 50 200 10 Oct-24 Pre-construction Agenda Item: 3 Agenda Date: 5/14/2025

Page 4 of 7 ends

SB100, SB350 and B1020
MTR Order and RA starting
in 2026
Expected Delivery
Term
10 years, June 1, 2026, through
May 31, 2036.

Contract Capacity 17.25 MW wind
Location New Mexico
Percentage of Retail
Load Served/RPS
~1.3%
Table 4: Summary of Sunzia Wind North
Counterparty SunZia Wind North LLC
Parent Company Pattern Energy, Inc.

Product New build wind PCC1 RPS
Energy
Need and/or
Compliance Obligation
SVCE’s 100% Clean
energy goal and RPS
target
SB100, SB350 and B1020
MTR Order and RA starting
in 2026
Expected Delivery
Term
10 years, June 1, 2026, through
May 31, 2036.

Contract Capacity 7.74 MW wind
Location New Mexico
Percentage of Retail
Load Served/RPS
~0.6%
RPS Compliance & Integrated Resource Plan
SB100 sets annual RPS targets starting in 2020 growing to 60% in 2030 and further sets a 100% clean energy goal by 2045. SVCE’s board-approved IRP further sets an RPS target of 75% by 2030. The Incremental SunZia Wind Agreements provide an estimated 80,000 MWh of RPS eligible energy, bringing SVCE’s expected RPS in 2028 to 79%.

SB350, passed in 2016, requires Load Serving Entities (LSE) such as SVCE to acquire a minimum of 65% of the state mandated RPS requirement through long-term PPAs (10 years or greater) starting with Compliance Period No. 4 “CP4” (2021-2024). SunZia Wind is expected to come on-line in 2026, helping meet long-term obligations in CP5. With the inclusion of SunZia Wind, SVCE’s long-term RPS is 64% in CP5 and 77% in CP6, which is above California’s mandated long-term RPS requirement of 33% and 37% respectively. These numbers represent SVCE’s position assuming all contracts are operational based on the on-line dates specified in the PPAs and that the resources perform consistent with the generation profiles provided in the PPAs as well. Table 5 shows SVCE’s progress towards meeting its RPS and clean goals.

Item 3
Agenda Item: 3 Agenda Date: 5/14/2025

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Table 5: Impact to SVCE RPS and Clean Energy Targets
Calendar
Year
SB 100
RPS
Target
Board
RPS Target
Expected
SB 100
Position
(without
incremental
SunZia
Volumes)
SB
100 Position
with
expected
incremental
SunZia
Volumes
Clean
Position
(expected)
Clean
Position
with
expected
incremental
SunZia
Volumes
2026 50% 52% 64% 65% 106% 107%
2027 52% 54% 74% 76% 112% 114%
2028 55% 57% 77% 79% 87% 89%
2029 57% 59% 79% 81% 87% 89%
2030 60% 65-75% 75% 77% 79% 81%
Mid-term Reliability Procurement Order & Resource Adequacy Capacity SVCE has made significant progress towards meeting its allocation in all tranches of procurement mandates per the MTR Order. SVCE is slightly deficient in meeting its generic 2026, 2027 and 2028 requirements which orders the procurement of new clean energy capacity including standalone storage. SVCE’s 25 MW incremental share of SunZia Wind will contribute approximately 9 MW of qualifying capacity helping to close SVCE’s obligation starting in 2026
1 .

SVCE has an obligation to procure sufficient capacity to meet grid reliability as prescribed by the CPUC’s RA Program. New Mexico wind resources such as SunZia Wind provide an RA profile that is beneficial to SVCE’s portfolio under the state’s Slice of Day RA program.

Clean Energy and Capacity
SVCE works towards a 100% clean energy goal measured annually. This will be achieved through a mix of RPS-eligible resources including wind, solar and geothermal combined with non-RPS eligible, but carbon-free resources such as large hydroelectricity and nuclear energy. Strategically, resources which can deliver clean energy in all hours of the day, such as geothermal, will best help SVCE balance its objectives, however, such resources are scarce. Solar plus storage, whether paired at the same site or virtually co-located, help achieve a more sustainable grid by pushing out solar generation into later hours of the day, when demand peaks.

These types of resources are necessary to meet current retail product needs including GreenStart, GreenPrime and GreenPrime Direct in addition to help us build a pathway to 24/7 clean energy.

Out of state wind presents an opportunity for SVCE to further diversify its clean energy portfolio by technology and by geography. The wind profile for SunZia is such that the resource produces more in the winter/spring months than in the summer months. This pairs well with solar, which sees its production peak in the Summer.

SVCE does not have a clean capacity goal. Currently, short-term natural gas RA-only capacity contracts account for the vast majority of SVCE’s RA portfolio. In 2024, 69% of SVCE’s requirements were from RA-only contracts. By including the incremental SunZia Agreements into the portfolio, Energy Source from Wind increases by 2% and RA credit increases by just over 1%. Table 6 is an illustration of SVCE’s energy and capacity portfolio in 2028.
1 For MTR credit, in 2026 New Mexico Wind has an Effective Load Carrying Capacity rating of 35%.

Item 3
Agenda Item: 3 Agenda Date: 5/14/2025

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Table 6: Energy and RA Capacity Portfolio with SunZia Wind – Estimated for 2028 Estimated for 2028 Annual Energy
(GWh)
Energy Source as a
Percent of Total
Retail Sales
Capacity Source as a
Percent of Total RA
Requirement
Biomass 0 0% 0%
Geothermal 378 9% 22%
Solar 1,835 44% 11%
Wind with SunZia 713 17% 10%
Large Hydroelectric 1,130 27% 0%
Battery Storage 0 0% 9%
Natural Gas RA-only 0 0% 33%
Hanford - Natural Gas 70 2% 15%
Total 4,126 100% 100%
PPA Project Selection Policy
On April 9, 2025, the Board adopted PPA Project Selection Policy (“Policy”) which set evaluation criteria for new PPAs. The two incremental PPAs were selected and negotiated prior to the Board-adopted policy. The PPAs meet many of the Policy requirements including payment of prevailing wages.

Given the complimentary wind generation profile, the two PPAs will help achieve clean energy in many more hours needed. Tables 7 and 8 below show SVCE’s hourly clean energy position without the Agreements (Table 7) and with the proposed Agreements (Table 8).

Table 7: Expected SVCE Hourly Clean Energy Profile in 2028 without SunZia Agreements Table 8: Net Change to Expected SVCE Hourly Clean Energy Profile in 2028 with Sunzia Agreements Hour Ending 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Month
1 43% 42% 42% 43% 46% 56% 57% 63% 86% 97% 85% 84% 86% 89% 96% 102% 61% 63% 51% 50% 53% 40% 44% 46% 2 40% 39% 39% 39% 42% 50% 60% 69% 99% 114% 102% 101% 105% 107% 110% 124% 84% 72% 68% 60% 51% 41% 39% 40% 3 50% 50% 50% 49% 51% 60% 73% 73% 114% 141% 145% 142% 150% 152% 154% 186% 158% 114% 92% 75% 74% 66% 56% 53% 4 59% 55% 53% 53% 57% 64% 59% 84% 136% 159% 148% 152% 159% 168% 186% 211% 187% 156% 124% 99% 84% 76% 62% 62% 5 64% 62% 61% 60% 63% 67% 73% 112% 163% 179% 167% 170% 177% 182% 207% 217% 198% 168% 139% 114% 87% 88% 72% 67% 6 59% 58% 57% 56% 58% 62% 78% 117% 152% 144% 150% 154% 159% 184% 191% 182% 168% 147% 135% 123% 88% 82% 69% 62% 7 55% 54% 52% 51% 50% 50% 64% 93% 110% 123% 132% 138% 157% 173% 167% 156% 143% 128% 133% 112% 83% 73% 59% 57% 8 52% 51% 51% 50% 50% 52% 52% 78% 111% 118% 130% 136% 147% 166% 162% 150% 137% 130% 123% 97% 75% 64% 56% 52% 9 47% 49% 49% 48% 49% 50% 46% 70% 107% 111% 122% 125% 127% 148% 153% 142% 127% 131% 103% 79% 76% 49% 54% 49% 10 53% 46% 44% 43% 45% 56% 45% 55% 97% 119% 112% 117% 120% 123% 155% 150% 131% 112% 86% 69% 54% 50% 58% 51% 11 47% 40% 40% 40% 44% 55% 49% 71% 100% 92% 89% 94% 96% 96% 124% 102% 66% 72% 57% 48% 47% 43% 42% 52% 12 46% 44% 42% 42% 44% 55% 45% 58% 88% 86% 77% 80% 84% 84% 105% 89% 56% 58% 49% 52% 43% 37% 52% 45% Hour Ending 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Month
1 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2 2% 2% 2% 2% 2% 2% 1% 1% 1% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 3 3% 3% 3% 3% 3% 3% 2% 2% 2% 2% 2% 2% 3% 3% 3% 3% 3% 2% 2% 2% 2% 2% 2% 3% 4 3% 3% 3% 2% 2% 2% 2% 2% 2% 2% 2% 2% 3% 3% 3% 3% 3% 3% 2% 2% 2% 2% 2% 3% 5 3% 3% 3% 2% 2% 2% 2% 2% 2% 2% 2% 2% 3% 3% 3% 3% 3% 3% 3% 3% 2% 2% 3% 3% 6 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 7 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 2% 2% 8 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 2% 9 2% 2% 2% 2% 2% 2% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 2% 2% 2% 2% 10 2% 2% 2% 2% 2% 2% 2% 2% 2% 1% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 11 2% 2% 3% 3% 3% 3% 2% 2% 2% 2% 2% 3% 3% 3% 3% 3% 2% 2% 2% 2% 2% 2% 2% 2% 12 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% 2% Item 3
Agenda Item: 3 Agenda Date: 5/14/2025

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ALTERNATIVE
While the incremental SunZia Wind Agreements are beneficial to meeting overall RPS goals, clean energy, and MTR goals, the Board may decide not to approve the two resources or approve only one and instead procure short-term clean resources and/or issue a new RFO for resources that can meet SVCE’s MTR requirement.

Staff does not recommend this alternative, as MTR-eligible and renewable resources are scarce. Failure to comply with this mandate may result in the assessment of penalties by the CPUC. The amount of penalties is unknown and dependent on SVCE’s overall deficiency and cost of new resources.

STRATEGIC PLAN
Board approval to delegate authority to the CEO to execute the SunZia Wind Agreements will enable staff to meet the current board directed clean targets and California RPS requirement, consistent with goals and objective as outlines in SVCE’s Strategic Plan, in particular, Goal #4: Acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products.

FISCAL IMPACT
Execution of Agreements will result in cost to SVCE starting in Fiscal Year (FY) 2026, which will be included in the budget at that time. Staff’s spending authority over the life of the two PPAs will be limited to the amount recommended including $84,000,000 for SunZia Wind.

ATTACHMENTS

1. SunZia Wind South Power Purchase Agreement – redacted version

2. SunZia Wind North Power Purchase Agreement – redacted version Item 3
Execution Version - Redacted
SMRH:4924-4166-7880.5 -- 1 --
050725

RENEWABLE POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
Seller: SunZia Wind South LLC
Buyer: Silicon Valley Clean Energy Authority, a California joint powers authority Description of Facility: A wind-powered electricity generating facility known as SunZia Wind South, with a nameplate capacity of up to 2,426 MW, as described in Exhibit A, as such facility may be modified under the terms of this Agreement.

Milestones:

Milestone Date for Completion
Execute Interconnection Agreement Complete
Obtain Bureau of Land Management Record of Decision for SunZia Transmission Line Complete
Procurement of Major Equipment Complete
Construction Start Date Complete
Expected Commercial Operation Date 9/30/2026
Delivery Term: Ten (10) Contract Years.

Guaranteed Capacity: 17.54 MWAC.

Expected Energy:

Contract Year Expected Energy
(MWh per Contract Year)
1 – 10
Contract Price:

Product:
☒ Delivered Energy
☒ Green Attributes/Renewable Energy Credits (Portfolio Content Category 1) attributable to the Delivered Energy
☒ Capacity Attributes
Scheduling Coordinator: Seller/Seller Third Party.

Development Security and Performance Security
Item 3
Attachment 1
Draft SunZia Wind South LLC PPA - Redacted
SMRH:4924-4166-7880.5 -- 2 -- OLD: 4924-4166-7880.2
050725 NEW: Pattern- SVCE - SunZia South Firm PPA 3-
14-25 - Pattern Edits 3-20-25.docx
.

Item 3
Attachment 1
Draft SunZia Wind South LLC PPA - Redacted
SMRH:4924-4166-7880.5 -i-050725

TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS......................................................................................................................1

1.1 CONTRACT DEFINITIONS..................................................................................................................1

1.2 RULES OF INTERPRETATION...........................................................................................................17 ARTICLE 2 TERM; CONDITIONS PRECEDENT.............................................................................18

2.1 CONTRACT TERM...........................................................................................................................18

2.2 RESERVED ......................................................................................................................................18

2.3 OBLIGATIONS PRIOR TO DELIVERY TERM.....................................................................................18

2.4 PROGRESS REPORTS.......................................................................................................................19

2.5 REMEDIAL ACTION PLAN...............................................................................................................19

2.6 NON-SPTO MODIFICATIONS..........................................................................................................20 ARTICLE 3 PURCHASE AND SALE ...................................................................................................20

3.1 SALE OF PRODUCT .........................................................................................................................20

3.2 SALE OF GREEN ATTRIBUTES ........................................................................................................20

3.3 COMPENSATION. ............................................................................................................................20

3.4 IMBALANCE ENERGY .....................................................................................................................21

3.5 OWNERSHIP OF RENEWABLE ENERGY INCENTIVES.......................................................................21

3.6 FUTURE ENVIRONMENTAL ATTRIBUTES........................................................................................21

3.7 TEST ENERGY.................................................................................................................................22

3.8 CAPACITY ATTRIBUTES. ................................................................................................................22

3.9 CEC CERTIFICATION AND VERIFICATION......................................................................................23

3.10 CPUC NON-MODIFIABLE STANDARD TERMS AND CONDITIONS..............................................23

3.11 CALIFORNIA RENEWABLES PORTFOLIO STANDARD .................................................................23

3.12 COMPLIANCE EXPENDITURE CAP ..............................................................................................24 ARTICLE 4 OBLIGATIONS AND DELIVERIES...............................................................................25

4.1 DELIVERY.......................................................................................................................................25

4.2 TITLE AND RISK OF LOSS. ..............................................................................................................25

4.3 SCHEDULING COORDINATOR RESPONSIBILITIES. ..........................................................................25

4.4 FORECASTING.................................................................................................................................26

4.5 DISPATCH DOWN/CURTAILMENT...................................................................................................27

4.6 REDUCTION IN DELIVERY OBLIGATION.........................................................................................28

4.7 GUARANTEED ENERGY PRODUCTION............................................................................................29

4.8 WREGIS ........................................................................................................................................29

4.9 MODIFICATION OF INSTALLED CAPACITY .....................................................................................31 ARTICLE 5 TAXES.................................................................................................................................31

5.1 ALLOCATION OF TAXES AND CHARGES.........................................................................................31

5.2 COOPERATION................................................................................................................................31 ARTICLE 6 MAINTENANCE OF THE FACILITY ...........................................................................32

6.1 MAINTENANCE OF THE FACILITY...................................................................................................32

6.2 MAINTENANCE OF HEALTH AND SAFETY ......................................................................................32

6.3 SHARED FACILITIES .......................................................................................................................32 ARTICLE 7 METERING ........................................................................................................................32

7.1 METERING......................................................................................................................................32 Item 3
Attachment 1
Draft SunZia Wind South LLC PPA - Redacted
SMRH:4924-4166-7880.5 -ii-050725

7.2 METER VERIFICATION....................................................................................................................33 ARTICLE 8 INVOICING AND PAYMENT; CREDIT .......................................................................33

8.1 INVOICING......................................................................................................................................33

8.2 PAYMENT .......................................................................................................................................33

8.3 BOOKS AND RECORDS....................................................................................................................34

8.4 PAYMENT ADJUSTMENTS; BILLING ERRORS .................................................................................34

8.5 BILLING DISPUTES .........................................................................................................................34

8.6 NETTING OF PAYMENTS .................................................................................................................34

8.7 SELLER’S DEVELOPMENT SECURITY .............................................................................................34

8.8 SELLER’S PERFORMANCE SECURITY .............................................................................................35

8.9 FINANCIAL STATEMENTS...............................................................................................................35

8.10 BUYER’S FIRST PRIORITY SECURITY INTEREST IN CASH OR CASH EQUIVALENT COLLATERAL 36 ARTICLE 9 NOTICES ............................................................................................................................36

9.1 ADDRESSES FOR THE DELIVERY OF NOTICES ................................................................................36

9.2 ACCEPTABLE MEANS OF DELIVERING NOTICE..............................................................................36 ARTICLE 10 FORCE MAJEURE..........................................................................................................37

10.1 DEFINITION. ...............................................................................................................................37

10.2 NO LIABILITY IF A FORCE MAJEURE EVENT OCCURS...............................................................38

10.3 NOTICE.......................................................................................................................................38

10.4 TERMINATION FOLLOWING FORCE MAJEURE EVENT ...............................................................38 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION................................................................38

11.1 EVENTS OF DEFAULT.................................................................................................................38

11.2 REMEDIES; DECLARATION OF EARLY TERMINATION DATE......................................................41

11.3 TERMINATION PAYMENT...........................................................................................................41

11.4 NOTICE OF PAYMENT OF TERMINATION PAYMENT...................................................................42

11.5 DISPUTES WITH RESPECT TO TERMINATION PAYMENT............................................................42

11.6 RIGHTS AND REMEDIES ARE CUMULATIVE ..............................................................................42

11.7 MITIGATION...............................................................................................................................42 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES .................42

12.1 NO CONSEQUENTIAL DAMAGES................................................................................................42

12.2 WAIVER AND EXCLUSION OF OTHER DAMAGES .......................................................................42 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY....................................43

13.1 SELLER’S REPRESENTATIONS AND WARRANTIES .....................................................................43

13.2 BUYER’S REPRESENTATIONS AND WARRANTIES......................................................................44

13.3 GENERAL COVENANTS ..............................................................................................................45

13.4 PREVAILING WAGE....................................................................................................................46 ARTICLE 14 ASSIGNMENT..................................................................................................................46

14.1 GENERAL PROHIBITION ON ASSIGNMENTS................................................................................46

14.2 COLLATERAL ASSIGNMENT.......................................................................................................46

14.3 PERMITTED ASSIGNMENT..........................................................................................................47

14.4 LIMITED ASSIGNMENT BY BUYER .............................................................................................47 ARTICLE 15 GOVERNING LAW; DISPUTE RESOLUTION..........................................................47 Item 3
Attachment 1
Draft SunZia Wind South LLC PPA - Redacted
SMRH:4924-4166-7880.5 -iii-050725

15.1 GOVERNING LAW ......................................................................................................................47

15.2 VENUE .......................................................................................................................................48

15.3 DISPUTE RESOLUTION ...............................................................................................................48

15.4 ATTORNEYS’ FEES.....................................................................................................................48 ARTICLE 16 INDEMNIFICATION ......................................................................................................48

16.1 INDEMNIFICATION. ....................................................................................................................48

16.2 CLAIMS ......................................................................................................................................48 ARTICLE 17 INSURANCE.....................................................................................................................49

17.1 INSURANCE. ...............................................................................................................................49 ARTICLE 18 CONFIDENTIAL INFORMATION...............................................................................50

18.1 DEFINITION OF CONFIDENTIAL INFORMATION..........................................................................50

18.2 DUTY TO MAINTAIN CONFIDENTIALITY....................................................................................50

18.3 IRREPARABLE INJURY; REMEDIES .............................................................................................50

18.4 PERMITTED DISCLOSURES .........................................................................................................50

18.5 PRESS RELEASES........................................................................................................................51 ARTICLE 19 MISCELLANEOUS .........................................................................................................51

19.1 ENTIRE AGREEMENT; INTEGRATION; EXHIBITS ........................................................................51

19.2 AMENDMENTS............................................................................................................................51

19.3 NO WAIVER ...............................................................................................................................51

19.4 NO AGENCY, PARTNERSHIP, JOINT VENTURE OR LEASE ..........................................................51

19.5 SEVERABILITY ...........................................................................................................................51

19.6 MOBILE-SIERRA.........................................................................................................................51

19.7 COUNTERPARTS .........................................................................................................................52

19.8 ELECTRONIC DELIVERY.............................................................................................................52

19.9 BINDING EFFECT........................................................................................................................52

19.10 NO RECOURSE TO MEMBERS OF BUYER....................................................................................52

19.11 CHANGE IN ELECTRIC MARKET DESIGN. ..................................................................................52 Item 3
Attachment 1
Draft SunZia Wind South LLC PPA - Redacted
SMRH:4924-4166-7880.5 -iv-050725
Exhibits
Exhibit A Facility Description
Exhibit B Facility Commercial Operation
Exhibit C Progress Reporting Form
Exhibit D Form of Average Forecast of Energy (MWh)
Exhibit E Energy Replacement Damages Calculation
Exhibit F Form of Commercial Operation Date Certificate Exhibit G Form of Installed Capacity Certificate
Exhibit H Non-SPTO Modifications
Exhibit I Form of Letter of Credit
Exhibit J Form of Guaranty
Exhibit K Notices
Exhibit L Operating Restrictions
Exhibit M Form of Seller Commercial Operation Date Certificate Exhibit N Form of Limited Assignment Agreement
Item 3
Attachment 1
Draft SunZia Wind South LLC PPA - Redacted
SMRH:4924-4166-7880.5 -1-
050725

RENEWABLE POWER PURCHASE AND SALE AGREEMENT
This Renewable Power Purchase and Sale Agreement (“Agreement”) is entered into as of [__], 2025 (the “Effective Date”), between Buyer and Seller. Buyer and Seller are sometimes referred to herein individually as a “Party” and jointly as the “Parties.”

RECITALS
WHEREAS, Seller intends to develop, design, construct, own, and operate the Facility; WHEREAS, Seller has commenced and is engaged in construction of the Facility as of the Effective Date;
WHEREAS, Seller intends that the Facility and the portion of the Transmission System providing transmission service to the Delivery Point will become part of the CAISO Balancing Authority Area through the CAISO Subscriber Participating Transmission Owner (“SPTO”) process; and WHEREAS, Seller desires to sell, and Buyer desires to purchase, on the terms and conditions set forth in this Agreement, the Product;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

ARTICLE 1

DEFINITIONS

1.1 Contract Definitions. The following terms, when used herein with initial capitalization, shall have the meanings set forth below:
“AC” means alternating current.
“Accepted Compliance Costs” has the meaning set forth in Section 3.12. “Adjusted Energy Production” has the meaning set forth in Exhibit E. “Affiliate” means, with respect to any Person, each Person that directly or indirectly controls, is controlled by, or is under common control with such designated Person. For purposes of this definition and the definition of “Permitted Transferee”, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person.
“Agreement” has the meaning set forth in the Preamble and includes any Exhibits, schedules and any written supplements hereto, the Cover Sheet, and any designated collateral, credit support or similar arrangement between the Parties.
“Alternative Delivery Point” means a Scheduling Point, as defined in the CAISO Tariff, other than the Delivery Point, that is agreed upon by Buyer and Seller.

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“Approved Meter” means a CAISO-approved revenue quality meter or meters, together with a CAISO-approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Energy produced by the Facility net of Electrical Losses and Station Use. “Available Capacity” means the capacity from Buyer’s Share of the Facility, expressed in whole MWs, that is available to generate Energy.
“Balancing Authority” has the meaning set forth in the CAISO Tariff. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due.
“Business Day” means any day except a Saturday, Sunday, the Friday after the U.S. Thanksgiving holiday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action. “Buyer” has the meaning set forth on the Cover Sheet.
“Buyer’s Share” means the percentage that is equal to the quotient of the Guaranteed Capacity divided by the Installed Capacity (or, prior to the Commercial Operation Date, the total nameplate capacity of the Facility in operation at the time), not to exceed one hundred percent (100%), as such percentage may change from time to time with changes to the Installed Capacity, if applicable. “Buyer’s WREGIS Account” has the meaning set forth in Section 4.8(a). “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff. “CAISO Operating Instruction” has the same meaning as “Operating Instruction” as defined in the CAISO Tariff.
“CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and, to the extent subject to approval by FERC, as approved by FERC. “California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections 399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time.

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“Capacity Attribute” means Buyer’s Share of any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can generate and deliver at a particular moment, including those that can be delivered to the CAISO Grid and that can be purchased and sold pursuant to the CAISO Tariff (e.g., Resource Adequacy Benefits). “Capacity Damages” has the meaning set forth in Exhibit B. “Capacity Replacement Price” means
“CEC” means the California Energy Commission, or its successor agency. “CEC Certification and Verification” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified) that the Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Energy generated by the Facility qualifies as generation from an Eligible Renewable Energy Resource.
“Change of Control” means any circumstance in which (a) in respect of Buyer, the Person that has ultimate control over Buyer ceases to have such ultimate control, and (b) in the case of Seller, the Ultimate Parent ceases to have control over Seller; provided that, for the avoidance of doubt, it shall not be a Change of Control of Seller if the Ultimate Parent, itself or together with other Persons that would meet the requirements of the definition of Permitted Transferee, retains either (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of Seller or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in Seller, or (b) the right to direct the policies or operations of Seller. “COD Delay Damages Payment” has the meaning set forth in Exhibit B. “Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Compliance Actions” has the meaning set forth in Section 3.12. “Compliance Expenditure Cap” has the meaning set forth in Section 3.12. “Confidential Information” has the meaning set forth in Section 18.1. “Contract Price” has the meaning set forth on the Cover Sheet. “Contract Revenues” has the meaning set forth in Section 4.5(b). “Contract Term” has the meaning set forth in Section 2.1(a).

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“Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date.
“Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement.
“Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“COVID-19” means the pandemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, or the efforts of a Governmental Authority to combat or mitigate such disease.
“CPUC” means the California Public Utilities Commission, or successor entity. “CPUC Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06-06- 064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14-06- 050, 19-02-022, 20-06-002, 20-06-031, and any other existing or subsequent decisions, resolutions or rulings related to the resource adequacy program or any successor program, as may be adopted or promulgated by the CPUC.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third-party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. Unless otherwise indicated herein, if ratings by S&P and Moody’s are not equivalent, the lower rating shall apply. “Curtailment Order” means any of the following:
(a) the CAISO orders, directs, alerts, or provides notice to a Party, including a CAISO Operating Instruction, to curtail deliveries of Energy from the Facility for the following reasons: (i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO’s electric system integrity or the integrity of other systems to which CAISO is connected;
(b) a curtailment ordered by a Transmission Provider for reasons including, but not limited to, (i) any situation that affects normal function of the electric system including, but not limited to, any abnormal condition that requires action to prevent circumstances such as equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or anticipation of conditions or situations that jeopardize the Transmission Provider’s electric system integrity or the integrity of other systems to which the Transmission Provider is connected;
(c) a curtailment ordered by CAISO or a Transmission Provider due to scheduled or unscheduled maintenance on the Transmission Provider’s transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Energy at the Delivery Point; or Item 3
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(d) a curtailment in accordance with Seller’s obligations under its Interconnection Agreement with the Participating Transmission Owner.
“Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which Seller reduces generation or deliveries of Delivered Energy from the Facility pursuant to a Curtailment Order. Curtailment Period shall not include periods during which Seller reduces generation as a result of a Market Curtailment Period.
“Damage Payment” means
“Day-Ahead Forecast” means a non-binding estimate of the hourly Energy expected to be produced by the Facility and delivered to Buyer at the Delivery Point, net of all Electrical Losses, not to exceed the Hourly Delivery Cap, for each hour of the immediately succeeding day, using an industry-standard methodology that utilizes the potential generation of the Facility as a function of Available Capacity, wind speed and direction, wind turbine power curves and other pertinent data (including data related to Curtailment Orders) for the period of time, consistent with Prudent Operating Practice; provided that a Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include non-binding forecasts for the immediately succeeding day, each succeeding non-Business Day and the next Business Day.
“Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Day-Ahead Schedule” has the meaning set forth in the CAISO Tariff. “Deemed Delivered Energy” means (i) the Market Curtailment Delivered Energy, “Deemed Delivered RA” means, for any month, the amount of Resource Adequacy Benefits expressed in kW, that Seller would have delivered to Buyer, but for Buyer’s actions or inactions (including failure to obtain Import Capability sufficient to allow for the importation of such capacity into the CAISO). “Defaulting Party” has the meaning set forth in Section 11.1(a). “Deficient Month” has the meaning set forth in Section 4.8(e). “Delay Damages” means an amount equal to
“Delivered Energy” means, in any Settlement Interval or Settlement Period, the amount of Energy generated by the Facility and delivered to Buyer at the Delivery Point in accordance with Seller’s obligations under this Agreement, which such amount shall equal: (i) (a) Buyer’s Share of the Energy produced by the Facility and delivered to the Point of Interconnection, as measured in MWh by the Approved Meter, as such amount may be reduced as a result of a Curtailment Order, net of all Electrical Losses (other than Electrical Losses that are reflected in the meter readings) and Station Use, or (b) if a Item 3
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portion of the Facility output is curtailed, at Seller’s election and not otherwise in accordance with Section

4.6, in any Settlement Interval or Settlement Period, as applicable, that is not during a Curtailment Period or Market Curtailment Period, the quantity of Delivered Energy shall be equal to Buyer’s Share of the Energy that the Facility would have been able to produce and deliver to the Point of Interconnection, if the Facility was not so curtailed,
“Delivery Point” has the meaning set forth in Exhibit A. “Delivery Term” shall mean the period of Contract Years set forth on the Cover Sheet beginning on the Commercial Operation Date, unless terminated earlier in accordance with the terms and conditions of this Agreement.
“Development Cure Period” has the meaning set forth in Exhibit B. “Development Security” means, at Seller’s option, (a) cash or (b) one or more Letters of Credit, in the amount set forth on the Cover Sheet.
“Disclosing Party” has the meaning set forth in Section 18.2. “E-Tag” has the meaning set forth in the CAISO Tariff.
“Early Termination Date” has the meaning set forth in Section 11.2(a). “Effective Date” has the meaning set forth in the preamble hereto. “Electrical Losses” means all transmission or transformation losses between the Facility and the Delivery Point, other than losses that are financially settled by Seller. “Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time.
“Energy” means electrical energy, measured in MWh.
“Energy Replacement Damages” has the meaning set forth in Exhibit E. “Event of Default” has the meaning set forth in Section 11.1. “Excess MWh” has the meaning set forth in Section 3.3(d). “Expected Commercial Operation Date” has the meaning set forth on the Cover Sheet.

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“Expected Energy” means the quantity of Energy (with associated Green Attributes) that Seller expects to be able to deliver to Buyer at the Delivery Point during each Contract Year in the quantity specified on the Cover Sheet, as such amount may be increased or decreased by Seller, based on a wind resource assessment from a Licensed Professional Engineer, by an amount equal to no more than five percent (5%) of the Expected Energy amount set forth on the Cover Sheet in a Notice to Buyer indicating the final amount by the earlier of the date that is
“Facility” means the energy generating facility described on the Cover Sheet and in Exhibit A. “FERC” means the Federal Energy Regulatory Commission or any successor government agency. “Fitch” means Fitch Ratings Ltd., or its successor.
“Floor Price” means
“Force Majeure Event” has the meaning set forth in Section 10.1. “Forced Facility Outage” means an unexpected failure of one or more components of the Facility or any outage on the Transmission System that prevents Seller from making power available at the Delivery Point and that is not the result of a Force Majeure Event. “Future Environmental Attributes” means Buyer’s Share of any and all generation attributes (other than Green Attributes or Renewable Energy Incentives) under the RPS regulations and/or under any and all other international, federal, regional, state or other Law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, as of the Effective Date, or in the future, to the generation of electrical energy by a wind generation facility as opposed to from a conventional generation resource. “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and includes the value of Green Attributes and Capacity Attributes.
“Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO and WREGIS; provided, however, that “Governmental Authority,” as such term Item 3
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is used in this Agreement in connection with Seller’s obligations to comply with Law or bear Taxes, shall not include Buyer to the extent that Buyer’s acts or omissions would impose incremental burdens on Seller or Seller’s performance under this Agreement or limit or deprive Seller of any of Seller’s rights or benefits under this Agreement.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the Delivered Energy. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) investment or production tax credits associated with the construction or operation of the Facility and other financial incentives associated therewith, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits. If the Facility is a biomass or landfill gas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Facility.
“Green Tag” means a certificate or other instrument recognized by a Governmental Authority, with one Green Tag representing the Green Attributes associated with one (1) MWh of Energy generated by the Facility.
“Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated Green Tags in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules.
“Guaranteed Capacity” has the meaning set forth on the Cover Sheet. “Guaranteed Commercial Operation Date” has the meaning set forth in Exhibit B. “Guaranteed Energy Production” has the meaning set forth in Section 4.7. “Guaranteed RA Amount” means
“Guarantor” means (A) (i) Pattern Energy Group LP or (ii) any Person that (a) does not already have any material credit exposure to Buyer under any other agreements, guarantees, or other arrangements Item 3
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at the time its Guaranty is issued, (b) is an Affiliate of Seller, or other third party reasonably acceptable to Buyer, (c) has (1) a Credit Rating of BBB- or better from S&P or a Credit Rating of Baa3 or better from Moody’s or (2) a tangible net worth of at least (d) is
incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction, and (B) in either the case of (i) or (ii), that executes and delivers a Guaranty for the benefit of Buyer. “Guaranty” means a guaranty from a Guarantor provided for the benefit of Buyer substantially in the form attached as Exhibit J, or as reasonably acceptable to Buyer. “Hourly Delivery Cap” means
“Imbalance Energy” means the amount of Energy, in any given Settlement Period or Settlement Interval, by which the amount of Delivered Energy deviates from the amount of Scheduled Energy. “Import Capability” means that portion of the Maximum Import Capability at the Delivery Point or Alternative Delivery Point, if applicable, allocated by the CAISO that is necessary to support the importation of Resource Adequacy Benefits from the Facility into the CAISO market in an amount equal to the Guaranteed RA Amount.
“Indemnifiable Event” has the meaning set forth in Section 16.1(a). “Indemnified Party” has the meaning set forth in Section 16.1(a). “Indemnifying Party” has the meaning set forth in Section 16.1(a). “Installed Capacity” means the nameplate capacity of the Facility at the Interconnection Point, as set forth in an Installed Capacity Certificate, as it may be updated by delivery of a subsequent Installed Capacity Certificate pursuant to Section 2(a) of Exhibit B. “Installed Capacity Certificate” means a certificate from a Licensed Professional Engineer substantially in the form attached as Exhibit G hereto, which certifies the Installed Capacity. “Inter-SC Trade” has the meaning set forth in the CAISO Tariff. “Interconnection Agreement” means the interconnection agreement entered into by Seller pursuant to which the Facility will be interconnected with the PTO’s Transmission System, and pursuant to which any Interconnection Facilities will be constructed, operated and maintained during the Contract Term.
“Interconnection Facilities” means the interconnection facilities, control and protective devices and metering facilities required to connect the Facility with the PTO’s Transmission System in order to meet the terms and conditions of this Agreement.
“Interconnection Point” means the SunZia East Converter Station. “Interest Rate” has the meaning set forth in Section 8.2. “Investment Grade Credit Rating” means a Credit Rating of not less than Item 3
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“Joint Powers Act” means the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.).
“Joint Powers Agreement” means that certain Joint Powers Agreement dated March 31, 2016 as amended from time to time, under which Buyer is organized as a joint powers authority in accordance with the Joint Powers Act.
“Law” means any applicable law, statute, rule, regulation, decision, writ, order, decree or judgment, permit or any interpretation thereof, promulgated or issued by a Governmental Authority. “Lender” means, collectively, any Person (i) providing senior or subordinated construction, interim, back leverage or long-term debt, equity or tax equity financing or refinancing for or in connection with the development, construction, purchase, installation or operation of the Facility, whether that financing or refinancing takes the form of private debt, equity, public debt or any other form (including financing or refinancing provided to a member or other direct or indirect owner of Seller), including any equity or tax equity investor directly or indirectly providing financing or refinancing for the Facility or purchasing equity ownership interests of Seller and/or its Affiliates, and any trustee or agent acting on their behalf, (ii) providing Interest Rate or commodity protection under an agreement hedging or otherwise mitigating the cost of any of the foregoing obligations, and/or (iii) participating in a lease financing (including a sale leaseback or leveraged leasing structure) with respect to the Facility. “Letter(s) of Credit” means one or more irrevocable, standby letters of credit (a) issued by a U.S. commercial bank or financial institution, or U.S. branch of a foreign bank or financial institution, with such bank or financial institution having (i) a Credit Rating of at least A- with an outlook designation of “stable” from S&P or A3 with an outlook designation of “stable” from Moody’s or (ii) a parent company of such issuer that has a Credit Rating of at least “A-” with an outlook designation of “stable” from S&P or “A3” with an outlook designation of “stable” from Moody’s, and such parent company has issued a confirmation of the Letter of Credit in a form reasonably acceptable to Buyer ensuring that such parent company will honor the payment obligations of the issuing bank or financial institution under such letter of credit in case the issuing bank or financial institution defaults, and (b) in a form substantially similar to the letter of credit set forth in Exhibit I or as otherwise reasonably acceptable to Buyer. “Licensed Professional Engineer” means either (i) (ii) the independent engineer retained by the Lenders, or on their behalf under customary terms and conditions, in connection with a financing of the Facility, which engineer, or employee or principal thereof (a) is licensed to practice engineering in New Mexico, (b) has training and experience in the power industry specific to the technology of the Facility, (c) is not a representative of a consultant, engineer, contractor, designer or other individual involved in the development of the Facility or of a manufacturer or supplier of any equipment installed at the Facility other than as the independent engineer for the Lenders, and (d) is licensed in an appropriate engineering discipline for the required certification being made, or (iii) a person acceptable to Buyer in its reasonable judgment.
“Limited Assignee” has the meaning set forth in Section 14.4. “LMP” means “Locational Marginal Price,” which has the meaning set forth in CAISO Tariff. “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining economic loss to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations Item 3
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(either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term and must include the value of Green Attributes, Capacity Attributes, and Renewable Energy Incentives. “Lost Output” has the meaning set forth in Exhibit E.
“Market Curtailment Period” means the period of time, as measured using current Settlement Intervals, during a Settlement Period or Settlement Interval, provided, if
applicable, that the Market Curtailment Period shall also include the time required for the Facility to ramp down to implement such curtailment (if any) and ramp up following such curtailment (if any) in accordance with the Operating Restrictions.
“Master File” has the meaning set forth in the CAISO Tariff. “Maximum Import Capability” has the meaning set forth in the CAISO Tariff, and includes any replacement or successor metric used by the CAISO with respect to the ability of electricity off-takers to import Resource Adequacy Benefits produced by generating units that are external to the CAISO Balancing Authority into the CAISO Balancing Authority.
“Milestones” means the development activities and dates associated therewith set forth on the Cover Sheet.
“Moody’s” means Moody’s Investors Service, Inc., or its successor. “MW” means megawatts measured in alternating current.
“MWh” means megawatt-hour measured in alternating current. “Negative PTC Value” means the amount, on a dollar per MWh basis, equal to the PTC value that Seller is eligible to earn in respect of Delivered Energy from the Facility at the time of calculation, multiplied by negative one (-1).
“Net Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “Non-Defaulting Party” has the meaning set forth in Section 11.2.

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“Notice” shall, unless otherwise specified in the Agreement, mean written communications by a Party to be delivered by hand delivery, United States mail, overnight courier service or electronic communication (including email or other electronic means). “Operating Restrictions” means the operational characteristics of the Facility set forth in Exhibit L.
“Pacific Prevailing Time” means the prevailing standard time or daylight savings time, as applicable, in the Pacific time zone.
“Participating Transmission Owner” or “PTO” means an entity that owns, operates and maintains the Transmission System or distribution lines and associated facilities and/or has entitlements to use certain transmission or distribution lines and associated facilities where the Facility is interconnected.

For purposes of this Agreement, the Participating Transmission Owner is set forth in Exhibit A. “Parties” has the meaning set forth in the Preamble.
“Party” has the meaning set forth in the Preamble.
“Performance Measurement Period” has the meaning set forth in Section 4.7(a). “Performance Security” means, at Seller’s option (i) cash (ii) one or more Letters of Credit, and/or (iii) a Guaranty, in the amount set forth on the Cover Sheet. “Permitted Transferee” means (i) any Affiliate of Seller, or (ii) an entity that satisfies, or is controlled by another Person that satisfies, the following requirements:
(b)
“Person” means any individual, sole proprietorship, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, incorporated organization, institution, public benefit corporation, unincorporated organization, government entity or other entity. “Point of Interconnection” has the meaning set forth in the Interconnection Agreement. “Portfolio Content Category 1” means the Renewable Energy Credit classification associated with the generation of electricity from an Eligible Renewable Energy Resource consisting of the portfolio content set forth in California Public Utilities Code Section 399.16(b)(1), as may be amended from time to time or as further defined or supplemented by Law.
“Product” has the meaning set forth on the Cover Sheet. “Production Tax Credits” or “PTCs” means production tax credit under Section 45 of the Internal Revenue Code as in effect from time-to-time throughout the Delivery Term or any successor or other Item 3
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provision providing for a federal tax credit determined by reference to renewable electric energy produced from wind or other renewable energy resources for which Seller, as the owner of the Facility, is eligible. “Progress Report” means a progress report including the items set forth in Exhibit C. “Project” has the same meaning as “Facility”.
“Prudent Operating Practice” means the practices, methods and standards of professional care, skill and diligence engaged in or approved by a significant portion of the utility-scale wind energy industry for facilities of similar size, type and design, that, in the exercise of reasonable judgment, in light of the facts known at the time, would have been expected to accomplish results consistent with Law, reliability, safety, environmental protection, applicable codes, and standards of economy and expedition. Prudent Operating Practice is not necessarily defined as the optimal standard practice method or act to the exclusion of others, but rather refer to a range of actions reasonable under the circumstances. “PTC Amount” means the amount, on a dollar per MWh basis, equal to the Production Tax Credits that Seller would have earned in respect of energy from the Facility at the time, grossed up on an after tax basis at the then-highest marginal combined federal and state corporate tax rate, but failed to earn as a result of Market Curtailment Period
“QRE” has the meaning set forth for “Qualified Reporting Entity” in the WREGIS Operating Rules.
“Qualifying Capacity” has the meaning set forth in the CAISO Tariff. “RA Deficiency Amount” has the meaning set forth in Section 3.8(e). “RA Deficiency Amount Cap” means the maximum RA Deficiency Amount that Seller shall pay to Buyer
“RA Guarantee Date” means
“RA Market Price” means
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“RA Shortfall Amount”, expressed in kW, means
“RA Shortfall Month” means any Showing Month in which the RA Shortfall Amount is greater than
“Real-Time Forecast” has the meaning set forth in Section 4.4(e). “Real-Time Market” has the meaning set forth in the CAISO Tariff. “REC Price” means the
“Receiving Party” has the meaning set forth in Section 18.2. “Recurring Certificate Transfers” has the meaning set forth in the WREGIS Operating Rules. “Remedial Action Plan” has the meaning in Section 2.5(a). “Renewable Energy Credit” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by Law.
“Renewable Energy Incentives” means: (a) all federal, state, or local Tax credits or other Tax benefits associated with the construction, ownership, or production of electricity from the Facility (including credits under Sections 38, 45, 46 and 48 of the Internal Revenue Code of 1986, as amended); (b) any federal, state, or local grants, subsidies or other like benefits relating in any way to the Facility, including a cash grant available under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, in lieu of federal Tax credits or any similar or substitute payment available under subsequently enacted federal legislation; and (c) any other form of incentive relating in any way to the Facility that is not a Green Attribute or a Future Environmental Attribute. “Replacement Energy” means energy that is provided by Seller to Buyer as a component of Replacement Product, in an amount corresponding to the amount of Replacement Green Attributes provided by Seller as Replacement Product.
“Replacement Green Attributes” means Renewable Energy Credits meeting the RPS requirements for Portfolio Content Category 1.
“Replacement Product” means (a) Replacement Energy and (b) Replacement Green Attributes provided in accordance with Section 4.7.
“Resource Adequacy Benefits” means the rights and privileges attached to Buyer’s Share of the Capacity Attributes available from the Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in the CPUC Decisions and any subsequent CPUC ruling or decision and shall include any local, zonal or otherwise locational attributes associated with the Facility. “Resource Data Template” has the meaning set forth in the CAISO Tariff.

Item 3
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“S&P” means the Standard & Poor’s Financial Services, LLC (a subsidiary of The McGraw-Hill Companies, Inc.) or its successor.
“Schedule” means the actions of Seller, Buyer and/or their designated representatives, or Scheduling Coordinators, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other and the CAISO the quantity and type of Product to be delivered in any given hour on any given day or days at a specified Delivery Point. “Scheduled Energy” means the Energy from Buyer’s Share of the Facility that clears under the applicable CAISO market based on the final Schedule developed in accordance with this Agreement, the operating procedures developed by the Parties pursuant to this Agreement, and the applicable CAISO Tariff, protocols and Scheduling practices.
“Scheduling Coordinator” or “SC” means an entity certified by the CAISO as qualifying as a Scheduling Coordinator pursuant to the CAISO Tariff for the purposes of undertaking the functions specified in “Responsibilities of a Scheduling Coordinator,” of the CAISO Tariff, as amended from time to time.
“Self-Schedule” has the meaning set forth in the CAISO Tariff. “Seller” has the meaning set forth on the Cover Sheet.
“Seller’s WREGIS Account” has the meaning set forth in Section 4.8(a). “Settlement Amount” means the Non-Defaulting Party’s Costs and Losses, on the one hand, netted against its Gains, on the other. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Settlement Amount shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Settlement Amount shall be zero dollars ($0). The Settlement Amount does not include consequential, incidental, punitive, exemplary or indirect or business interruption damages.
“Settlement Interval” has the meaning set forth in the CAISO Tariff. “Settlement Period” has the meaning set forth in the CAISO Tariff, which as of the Effective Date is the period beginning at the start of the hour and ending at the end of the hour. “Shared Facilities Agreement” has the meaning set forth in Section 6.3. “Showing Month” has the meaning set forth in the CAISO Tariff. “Site” means the real property on which the Facility is or will be located, as further described in Exhibit A.
“Site Control” means that, for the Contract Term, Seller (or, prior to the Delivery Term, its Affiliate): (a) owns or has the option to purchase the Site; (b) is the lessee or has the option to lease the Site; or (c) is the holder of an easement or an option for an easement, right-of-way grant, or similar instrument with respect to the Site.
“SPTO” has the meaning set forth in the Recitals hereto. “Station Use” means:

Item 3
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(a) The Energy produced by the Facility that is used within the Facility to power the lights, motors, control systems and other electrical loads that are necessary for operation of the Facility; and
(b) The Energy produced by the Facility that is consumed within the Facility’s electric energy distribution system as losses.
“SunZia Transmission Line” means that certain 3,000-MW high-voltage (+/-525-kV) transmission line originating at the Point of Interconnection in New Mexico and terminating near Phoenix, Arizona. The western terminus of the line will connect to the 500-kV Pinal Central Substation. “Supply Plan” has the meaning set forth in the CAISO Tariff. “System Emergency” means any condition that: (a) requires, as determined and declared by CAISO, the PTO or a Transmission Provider, automatic or immediate action to (i) prevent or limit harm to or loss of life or property, (ii) prevent loss of transmission facilities or generation supply in the immediate vicinity of the Facility, or (iii) to preserve Transmission System reliability, and (b) directly affects the ability of any Party to perform under any term or condition in this Agreement, in whole or in part. “Tax” or “Taxes” means all U.S. federal, state and local and any foreign taxes, levies, assessments, surcharges, duties and other fees and charges of any nature imposed by a Governmental Authority, whether currently in effect or adopted during the Contract Term, including ad valorem, excise, franchise, gross receipts, import/export, license, property, sales and use, stamp, transfer, payroll, unemployment, income, and any and all items of withholding, deficiency, penalty, additions, interest or assessment related thereto. “Terminated Transaction” has the meaning set forth in Section 11.2(a). “Termination Payment” has the meaning set forth in Section 11.3. “Test Energy” means (1) the amount of Energy generated by the Facility and delivered to Buyer at the Delivery Point, equal to Buyer’s Share of Energy delivered from the Facility to the Point of Interconnection, as measured in MWh by the Approved Meter, subject to the Hourly Delivery Cap, as such amount may be reduced as a result of a Curtailment Order, (a) commencing on the later of (i) the first date that the CAISO informs Seller in writing that Seller may deliver Energy from the Facility to the CAISO and (ii) the first date that the PTO informs Seller in writing that Seller has conditional or temporary permission to parallel and (b) ending upon the occurrence of the Commercial Operation Date; and (2) associated Green Attributes including RECs that meet the RPS requirements for Portfolio Content Category

1. “Third-Party Forecast Vendor” means (a)
or (b) any other reputable third-party vendor that is
registered to do business in California, experienced in providing and verifying wind energy generation forecasts, not an Affiliate of Seller.
“Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point, including the Participating Transmission Owner. “Transmission System” means the transmission facilities operated by the Transmission Provider(s), now or hereafter in existence, which provide energy transmission service upstream to or downstream from the Delivery Point.

Item 3
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“Ultimate Parent” means Pattern Energy Group LP.
“WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate Deficit” has the meaning set forth in Section 4.8(e). “WREGIS Certificates” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.
“WREGIS Operating Rules” means those operating rules and requirements adopted by WREGIS as of October 2022, as subsequently amended, supplemented or replaced (in whole or in part) from time to time.

1.2 Rules of Interpretation.

In this Agreement, except as expressly stated otherwise or unless the context otherwise requires:
(a) headings and the rendering of text in bold and italics are for convenience and reference purposes only and do not affect the meaning or interpretation of this Agreement; (b) words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders;
(c) the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (d) a reference to an Article, Section, paragraph, clause, Party, or Exhibit is a reference to that Section, paragraph, clause of, or that Party or Exhibit to, this Agreement unless otherwise specified; (e) a reference to a document or agreement, including this Agreement shall mean such document, agreement or this Agreement including any amendment or supplement to, or replacement, novation or modification of this Agreement, but disregarding any amendment, supplement, replacement, novation or modification made in breach of such document, agreement or this Agreement; (f) a reference to a Person includes that Person’s successors and permitted assigns; (g) the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided;
(h) references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or reenacted, Item 3
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and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires; (i) in the event of a conflict, a mathematical formula or other precise description of a concept or a term shall prevail over words providing a more general description of a concept or a term; (j) references to any amount of money shall mean a reference to the amount in United States Dollars;
(k) the expression “and/or” when used as a conjunction shall connote “any or all of”; (l) words, phrases or expressions not otherwise defined herein that (i) have a generally accepted meaning in Prudent Operating Practice shall have such meaning in this Agreement or (ii) do not have well known and generally accepted meaning in Prudent Operating Practice but that have well known and generally accepted technical or trade meanings, shall have such recognized meanings; and (m) each Party acknowledges that it was represented by counsel in connection with this Agreement and that it or its counsel reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

ARTICLE 2
TERM; CONDITIONS PRECEDENT

2.1 Contract Term.
(a) The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until the conclusion of the Delivery Term, subject to any early termination provisions and any contract term extension provisions set forth herein (“Contract Term”). (b) Applicable provisions of this Agreement shall continue in effect after termination, including early termination, to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination. The confidentiality obligations of the Parties under Article 18 shall remain in full force and effect for following the termination of this Agreement, all indemnity and audit rights shall remain in full force and effect for following, and Buyer’s obligation to return to Seller the Development Security and/or Performance Security less any amounts drawn in accordance with this Agreement shall remain in full force and effect following the termination of this Agreement.

2.2 Reserved.

2.3 Obligations Prior to Delivery Term. Prior to commencement of the Delivery Term, Seller shall complete each of the following conditions:
(a) Seller shall have delivered to Buyer certificates from a Licensed Professional Engineer substantially in the form of Exhibit F and Exhibit G; (b) A Participating Generator Agreement (as defined in the CAISO Tariff) between Seller and CAISO and a Meter Service Agreement for CAISO Metered Entities (as defined in the CAISO Tariff) between CAISO and Seller, if, with respect to each such agreement, it is required under the CAISO Item 3
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Tariff or for Seller to meet its obligations under this Agreement, shall have been executed and delivered and be in full force and effect, and a copy of each such agreement delivered to Buyer; (c) An Interconnection Agreement between Seller and the PTO shall have been executed and delivered and be in full force and effect and a copy of the Interconnection Agreement delivered to Buyer;
(d) All applicable regulatory authorizations, approvals and permits for the operation of the Facility have been obtained (or if not obtained, applied for and reasonably expected to be received within ninety (90) days) and all conditions thereof have been satisfied and shall be in full force and effect; (e) Seller has received the requisite pre-certification of the CEC Certification and Verification (and reasonably expects to receive final CEC Certification and Verification for the Facility in no more than one hundred eighty (180) days from the Commercial Operation Date); (f) Seller (with the reasonable participation of Buyer) shall have completed all applicable WREGIS registration requirements pursuant to the WREGIS Operating Rules (that are reasonably capable of being completed prior to the Commercial Operation Date under the WREGIS Operating Rules), including the completion and submittal of all applicable registration forms and supporting documentation, which may include applicable interconnection agreements, informational surveys related to the Facility, QRE service agreements, and other appropriate documentation required to effect Facility registration with WREGIS and to enable Renewable Energy Credit transfers related to the Facility within the WREGIS system;
(g) Seller has delivered the Performance Security to Buyer in accordance with Section

8.8;
(h) Seller has paid Buyer for all Delay Damages due and owing under this Agreement, if any; and
(i) Seller has delivered to Buyer a certificate from an authorized representative of Seller in the form of Exhibit M.

Upon request from Seller from time to time, Buyer shall confirm in writing the completion of those of the foregoing conditions that have been completed by Seller as of such request.

2.4 Progress Reports. The Parties agree time is of the essence in regard to the Agreement.

Within fifteen (15) Business Days after the close of each calendar month from the first calendar month following the Effective Date, Seller shall provide to Buyer a Progress Report that describes the progress towards meeting the Milestones and agree to regularly scheduled meetings between representatives of Buyer and Seller to review such monthly reports and discuss Seller’s construction progress. The content of the Progress Report is set forth in Exhibit C. Seller shall also provide Buyer with any reasonably requested documentation (subject to availability and confidentiality restrictions) directly related to the achievement of Milestones within Business Days of receipt of such request.

2.5 Remedial Action Plan.

If Seller misses
Seller shall submit to Buyer, within ten (10) Business
Days of such missed Milestone completion date, a remedial action plan (“Remedial Action Plan”), which will describe in detail any delays (actual or anticipated) beyond the scheduled Milestone dates, including Item 3
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the cause of the delay (e.g., governmental approvals, financing, property acquisition, design activities, equipment procurement, project construction, interconnection, or any other factor), (b) Delivery of any Remedial Action Plan shall not relieve Seller of its obligation to achieve the Guaranteed Commercial Operation Date (as it may be extended) in accordance with the terms of this Agreement.
(c) So long as Seller is in compliance with its obligations under this Section 2.5, its failure to meet any Milestone shall not be a default under this Agreement.

2.6 Non-SPTO Modifications.

The Parties acknowledge and agree that this Agreement contemplates the Facility becoming part of the CAISO Balancing Authority area prior to the Commercial Operation Date via the SPTO process.

Notwithstanding the foregoing, at any time prior to the Commercial Operation Date Seller may provide Notice to Buyer that the Facility is no longer anticipated to become part of the CAISO Balancing Authority via the SPTO process. Immediately and automatically upon delivery of such Notice, this Agreement shall be amended as set forth in Exhibit H, with no further action required on the part of any Person.

ARTICLE 3

PURCHASE AND SALE

3.1 Sale of Product. Subject to the terms and conditions of this Agreement, during the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, all the Product produced by or associated with the Installed Capacity of the Facility, subject to the Hourly Delivery Cap.

The sale by Seller and purchase by Buyer of Delivered Energy hereunder shall be for resale. During the Delivery Term, Buyer will have exclusive rights to offer, bid, or otherwise submit the Product, or any component thereof, from the Facility after the Delivery Point for resale into the market or to any third party, and retain and receive any and all related revenues. Subject to Buyer’s obligations to pay for Deemed Delivered Energy, Buyer has no obligation to purchase from Seller any Product that is not or cannot be delivered to the Delivery Point or Alternative Delivery Point as a result of any circumstance, including, an outage of the Facility, a Force Majeure Event, or a Curtailment Order.

3.2 Sale of Green Attributes. During the Delivery Term, Seller shall sell and deliver to Buyer, and Buyer shall purchase from Seller, all of the Green Attributes attributable to the Delivered Energy.

3.3 Compensation.

Delivered Energy. For each MWh of Delivered Energy and Replacement Energy in each Settlement Period or Settlement Interval, as applicable, Buyer shall pay Item 3
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Deemed Delivered Energy. For each Settlement Period or Settlement Interval, as applicable, during the Delivery Term, Buyer shall pay
(c) Excess Deliveries. If, at any point in a Contract Year, the amount of Delivered Energy plus Deemed Delivered Energy
(d) Excess Settlement Interval Deliveries.

3.4 Imbalance Energy. Buyer and Seller recognize that from time to time the amount of Delivered Energy will deviate from the amount of Scheduled Energy. Seller shall be responsible for all CAISO costs, and shall be entitled to all CAISO revenues, associated with Imbalance Energy.

3.5 Ownership of Renewable Energy Incentives. Seller shall have all right, title and interest in and to all Renewable Energy Incentives. Buyer acknowledges that any Renewable Energy Incentives belong to Seller. If any Renewable Energy Incentives, or values representing the same, are initially credited or paid to Buyer, Buyer shall cause such Renewable Energy Incentives or values relating to same to be assigned or transferred to Seller without delay. Buyer shall reasonably cooperate with Seller, at Seller’s sole expense, in Seller’s efforts to meet the requirements for any certification, registration, or reporting program relating to Renewable Energy Incentives.

3.6 Future Environmental Attributes.
(a) The Parties acknowledge and agree that as of the Effective Date, environmental attributes anticipated to be sold under this Agreement are restricted to Green Attributes; however, Future Environmental Attributes may be created by a Governmental Authority through Laws enacted after the Effective Date. Subject to the final sentence of this Section 3.6(a), in such event, Buyer shall bear all costs associated with the transfer, qualification, verification, registration and ongoing compliance for Buyer’s Item 3
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Share of such Future Environmental Attributes, but there shall be no increase in the Contract Price. Upon Seller’s receipt of Notice from Buyer of Buyer’s intent to claim Buyer’s Share of such Future Environmental Attributes, the Parties shall determine the necessary actions and additional costs associated such Future Environmental Attributes. Seller shall have no obligation to alter the Facility or its operations unless the Parties have agreed on all necessary terms and conditions relating to such alteration and Buyer has agreed to reimburse Seller for all costs associated with such alteration. (b) If Buyer elects to receive Future Environmental Attributes pursuant to Section

3.6(a), the Parties agree to negotiate in good faith with respect to the development of further agreements and documentation necessary to effectuate the transfer of such Future Environmental Attributes, including agreement with respect to (i) appropriate transfer, delivery and risk of loss mechanisms, and (ii) appropriate allocation of any additional costs, as set forth above; provided, that the Parties acknowledge and agree that such terms are not intended to alter the other material terms of this Agreement.

3.7 Test Energy.

3.8 Capacity Attributes.
(a) Throughout the Delivery Term, Seller grants, pledges, assigns and otherwise commits to Buyer all of the Capacity Attributes from the Facility. (b) Throughout the Delivery Term, Seller shall perform all commercially reasonable actions necessary to ensure that the Facility qualifies to provide Resource Adequacy Benefits at the Delivery Point. Throughout the Delivery Term, subject to Section 3.8(d), Seller hereby covenants and agrees to transfer all Resource Adequacy Benefits to Buyer.
(c) For the duration of the Delivery Term, Seller shall take all commercially reasonable actions, including complying with all applicable registration and reporting requirements, and execute any and all documents or instruments necessary to enable Buyer to use all of the Capacity Attributes committed by Seller to Buyer pursuant to this Agreement, including, if requested by Buyer, submitting Supply Plans in accordance with CAISO and CPUC requirements. For illustrative purposes only, as of the Effective Date, the applicable compliance deadlines are as follows: (A) forty-five (45) days prior to the Showing Month covered by the monthly Supply Plan; and (B) the last Business Day of October that is prior to commencement of the year for the annual Supply Plan. The Parties acknowledge and agree that such dates may be modified by the CAISO from time to time throughout the Delivery Term. (d) Buyer acknowledges that it will be required to take certain actions and obtain certain rights at the Delivery Point in order to make use of the Capacity Attributes associated with the Product (including obtaining and maintaining Import Capability necessary to import the Guaranteed RA Amount from the Facility into the CAISO), in each case as may be required under applicable Law and as may change from time to time. Upon Buyer’s request, Seller shall use commercially reasonable efforts to support Buyer in obtaining such Import Capability. To the extent Buyer does not or cannot maintain Import Item 3
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Capability or any other rights or capacities necessary to support the importation of the Guaranteed RA Amount into the CAISO or otherwise receive or utilize the Capacity Attributes, for reasons other than a Seller failure under this Agreement, the Resource Adequacy Benefits that are not delivered or that cannot be delivered (or that Buyer cannot make use of) shall constitute Deemed Delivered RA. (e) From and after the RA Guarantee Date, for any RA Shortfall Month, Seller shall be liable for liquidated damages (“RA Deficiency Amount”) in the amount of

3.9 CEC Certification and Verification. Seller shall take all necessary steps including, but not limited to, making or supporting timely filings with the CEC to obtain and maintain CEC Certification and Verification for the Facility throughout the Delivery Term, including compliance with all applicable requirements for certified facilities set forth in the current version of the RPS Eligibility Guidebook (or its successor). Seller must promptly notify Buyer and the CEC of any changes to the information included in Seller’s application for CEC Certification and Verification for the Facility.

3.10 CPUC Non-Modifiable Standard Terms and Conditions. (a) Eligibility. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6]
(b) Transfer of Renewable Energy Credits. Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the renewable energy credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1] (c) Tracking of RECs in WREGIS. Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2]

3.11 California Renewables Portfolio Standard. Upon request of Buyer, Seller shall provide records or other information reasonably required to demonstrate that the Product has been conveyed and delivered in accordance with the terms and conditions of this Agreement, including, subject to Section 3.12, scheduling or delivery information necessary to meet the requirements of the California Renewables Portfolio Standard for the Product. Subject to Section 3.12, Seller represents and warrants the Product Item 3
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meets the requirements set forth in PUC Code 399.16(b)(1) and the RPS compliance requirements for Portfolio Content Category 1 as set forth in CPUC Decision 11-12-052.

3.12 Compliance Expenditure Cap. Notwithstanding anything herein to the contrary, if Seller establishes to Buyer’s reasonable satisfaction that a change in Law occurring after the Effective Date has increased Seller’s cost above the cost that could reasonably have been contemplated as of the Effective Date to take all actions to comply with Seller’s obligations under the Agreement with respect to obtaining, maintaining, conveying or effectuating Buyer’s use of (as applicable), the items listed below, then the Parties agree that the maximum amount of costs and expenses Seller shall be required to bear during the Delivery Term shall be capped at
(“Compliance Expenditure Cap”):
(a) CEC Certification and Verification;
(b) Green Attributes;
(c) WREGIS; and
(d) Capacity Attributes.

Any actions required for Seller to comply with its obligations set forth in the first paragraph above, the cost of which will be included in the Compliance Expenditure Cap, shall be referred to collectively as the “Compliance Actions.”
If Seller reasonably anticipates the need to incur out-of-pocket expenses in excess of the Compliance Expenditure Cap in order to take any Compliance Action, Seller shall provide Notice to Buyer of such anticipated out-of-pocket expenses.

Buyer will have sixty (60) days to evaluate such Notice (during which time period Seller is not obligated to take any Compliance Actions described in the Notice) and shall, within such time, either (1) agree to reimburse Seller for all or some portion of the costs that exceed the Compliance Expenditure Cap (such Buyer-agreed upon costs, the “Accepted Compliance Costs”), or Item 3
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If Buyer agrees to reimburse Seller for the Accepted Compliance Costs, then Seller shall take such Compliance Actions covered by the Accepted Compliance Costs as agreed upon by Buyer and Buyer shall reimburse Seller for Seller’s actual costs to effect the Compliance Actions, not to exceed the Accepted Compliance Costs, within sixty (60) days from the time that Buyer receives an invoice and documentation of such costs from Seller. If Buyer agrees to reimburse Seller for the Accepted Compliance Costs in an amount that is less than all of the costs that exceed the Compliance Expenditure Cap, Seller shall only be obligated to take the Compliance Actions covered by the Accepted Compliance Costs.

The term “commercially reasonable efforts” as used in Section 3.10 means efforts consistent with and subject to this Section 3.12.

ARTICLE 4

OBLIGATIONS AND DELIVERIES

4.1 Delivery.
(a) Energy. Subject to the terms and conditions of this Agreement, Seller shall make available and Buyer shall accept all Delivered Energy on an as-generated, instantaneous basis. Seller shall effectuate the delivery of Delivered Energy, and shall be responsible for securing such arrangements with CAISO, the PTO and any other Transmission Provider as are necessary in connection therewith. (b) Green Attributes. Seller hereby provides and conveys all Green Attributes associated with the Delivered Energy as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Facility, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Facility.

4.2 Title and Risk of Loss.
(a) Energy. Title to and risk of loss related to the Delivered Energy shall pass and transfer from Seller to Buyer at the Delivery Point.
(b) Green Attributes. Title to and risk of loss related to the Green Attributes shall pass and transfer from Seller to Buyer upon the transfer of such Green Attributes in accordance with WREGIS.

4.3 Scheduling Coordinator Responsibilities.
(a) Seller as Scheduling Coordinator for the Facility. Seller shall be the Scheduling Coordinator or designate a qualified third party to provide Scheduling Coordinator services with the CAISO for the Facility for the delivery of the Product at the Delivery Point.

Item 3
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(b) Floor Price.
(c) CAISO Costs and Revenues. Seller shall be responsible for all CAISO costs (including penalties, Imbalance Energy charges, and other charges) and shall be entitled to all CAISO revenues (including credits, Imbalance Energy payments, and other payments), including costs and revenues associated with CAISO dispatches, bid cost recovery, Inter-SC Trade credits, or other credits in respect of the Product Scheduled or delivered from the Facility. (d) Master File and Resource Data Template. Seller shall provide the data to the CAISO (and to Buyer) that is required for the CAISO’s Master File and Resource Data Template (or successor data systems) for this Facility consistent with this Agreement. Neither Party shall change such data without the other Party’s prior written consent. At least once per Contract Year, Seller shall review and confirm that the data provided for the CAISO’s Master File and Resource Data Template (or successor data systems) for this Facility remains consistent with the actual operating characteristics of the Facility and update such data as appropriate.

4.4 Forecasting. Seller shall provide the forecasts described below at its sole expense and in a format reasonably acceptable to Buyer (or Buyer’s designee). Seller shall use reasonable efforts to provide forecasts that are consistent with the information actually known by Seller at the time the forecasts are submitted and, to the extent not inconsistent with the requirements of this Agreement, shall prepare such forecasts, or cause such forecasts to be prepared, in accordance with Prudent Operating Practice. (a) Annual Forecast of Available Capacity. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the compliance deadline for the annual Supply Plan (which is currently the last Business Day of October that is prior to commencement of the year for the annual Supply Plan) for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of each month’s Available Capacity, by hour, and Seller’s projection of scheduled maintenance for the following calendar year in a form reasonably requested by Buyer.
(b) Annual Forecast of Energy. No less than forty-five (45) days before (i) the first day of the first Contract Year of the Delivery Term and (ii) the compliance deadline for the annual Supply Plan (which is currently the last Business Day of October that is prior to commencement of the year for the annual Supply Plan) for every subsequent Contract Year during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of Buyer’s Share of each month’s average-day Energy expected to be Item 3
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produced by the Facility and delivered to the Delivery Point, net of all Electrical Losses, by hour, for the following calendar year in a form substantially similar to the table found in Exhibit D, or as reasonably requested by Buyer.
(c) Monthly Forecast of Energy and Available Capacity. No less than thirty (30) days before the beginning of Commercial Operation, and thereafter ten (10) Business Days before the compliance deadline for the monthly Supply Plan for each Showing Month during the Delivery Term, Seller shall provide to Buyer a non-binding forecast of Buyer’s Share of the hourly Energy expected to be produced by the Facility and delivered to the Delivery Point, net of all Electrical Losses, and Available Capacity for each day of the following month in a form reasonably requested by Buyer. (d) Daily Forecast of Available Capacity. By 5:30 AM Pacific Prevailing Time on the Business Day immediately preceding the date of delivery, Seller shall provide Buyer with (i) a non-binding forecast of its best estimate of Available Capacity and (ii) the Day-Ahead Forecast, in each case, for each hour of the immediately succeeding day.
(e) Real-Time Forecasts. During the Delivery Term, Seller shall notify Buyer of any changes to the Day-Ahead Forecast resulting from changes or more in available Installed Capacity, or when the hourly Energy expected to be produced by the Facility and delivered to the Delivery Point, net of all Electrical Losses, differs by more than as applicable, of the amount set forth in the Day-Ahead Forecast, in each case, due to Forced Facility Outage or Force Majeure Event (such update, the “Real-Time Forecast”), as soon as reasonably possible, but no later than sixty (60) minutes prior to the deadline for submitting Schedules to the CAISO in accordance with the rules for participation in the Real-Time Market. If the available Installed Capacity or, if applicable, the hourly Energy expected to be produced by the Facility and delivered to the Delivery Point, net of all Electrical Losses, changes by at least as applicable, due to Forced Facility Outage or Force Majeure Event as of a time that is less than one (1) hour prior to the Real-Time Market deadline, but before such deadline, then Seller must notify Buyer as soon as reasonably possible. Such Real-Time Forecasts and shall contain information regarding the beginning date and time of the event resulting in the change in Installed Capacity or the hourly Energy expected to be produced by the Facility and delivered to the Delivery Point, net of all Electrical Losses, as applicable, the expected end date and time of such event, and any other information required by the CAISO or reasonably requested by Buyer. With respect to any Forced Facility Outage, Seller shall use reasonable efforts to notify Buyer of such outage within ten (10) minutes of becoming aware of the Forced Facility Outage. Seller shall inform Buyer as soon as reasonably practicable of any developments that will affect either the duration of such outage or the availability of the Facility during or after the end of such outage. These real-time forecasts shall be communicated by email to Buyer unless Buyer requests an alternative method of communications reasonably acceptable to Seller.

4.5 Dispatch Down/Curtailment.
(a) General. Subject to Section 4.5(b), Seller agrees to reduce deliveries of the Energy produced by the Facility by the amount and for the period set forth in any Curtailment Order; provided that Seller is not required to reduce such amount to the extent it is inconsistent with the limitations of the Facility set out in the Operating Restrictions.
(b) Third-Party Sales.
(i) During a Curtailment Period, if, and for so long as, Item 3
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(ii) During Market Curtailment Periods,

4.6 Reduction in Delivery Obligation. For the avoidance of doubt, and in no way limiting Section 3.1 or Exhibit E:
(a) Facility Maintenance. Seller shall be permitted to reduce deliveries of Product during any period of scheduled maintenance on the Facility. (b) Forced Facility Outage. Seller shall be permitted to reduce deliveries of Product during any Forced Facility Outage. Seller shall provide Buyer with Notice and expected duration (if known) of any Forced Facility Outage and shall keep Buyer reasonably informed of any developments that will affect either the duration of the outage or the availability of the Facility during or after the end of such outage.
(c) System Emergencies and other Events. Seller shall be permitted to reduce deliveries of Product
(d) Health and Safety. Seller shall be permitted to reduce deliveries of Product as necessary to maintain health and safety pursuant to Section 6.2. (e) Real-Time Curtailment.

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4.7 Guaranteed Energy Production.
(a) Seller shall be required to deliver to Buyer no less than the Guaranteed Energy Production (as defined below) in each period of two (2) consecutive Contract Years during the Delivery Term (such that the first Performance Measurement Period comprises (“Performance
Measurement Period”). “Guaranteed Energy Production” means (b)

4.8 WREGIS. Seller shall, at its sole expense, take all actions and execute all documents or instruments necessary to ensure that all WREGIS Certificates associated with all Renewable Energy Credits corresponding to all Delivered Energy are issued and tracked for purposes of satisfying the requirements of the California Renewables Portfolio Standard and transferred in a timely manner to Buyer for Buyer’s sole benefit. Seller shall transfer the Renewable Energy Credits to Buyer. Seller shall comply with all Laws, including the WREGIS Operating Rules, regarding the certification and transfer of such WREGIS Certificates to Buyer and Buyer shall be given sole title to all such WREGIS Certificates. Seller shall satisfy its obligations pursuant to Section 3.10(c) and Section 4.2(b) by fulfilling its obligations under Sections 4.8(a) through (f) below.

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(a) Prior to the Commercial Operation Date, Seller shall register the Facility with WREGIS and establish an account with WREGIS (“Seller’s WREGIS Account”), which Seller shall maintain until the end of the Delivery Term. Seller shall transfer the WREGIS Certificates using Recurring Certificate Transfers from Seller’s WREGIS Account to the WREGIS account(s) of Buyer or the account(s) of a designee that Buyer identifies by Notice to Seller (“Buyer’s WREGIS Account”). Seller shall be responsible for all expenses associated with registering the Facility with WREGIS, establishing and maintaining Seller’s WREGIS Account, paying WREGIS Certificate issuance and transfer fees, and transferring WREGIS Certificates from Seller’s WREGIS Account to Buyer’s WREGIS Account. (b) Seller shall cause Recurring Certificate Transfers to occur on a monthly basis in accordance with the certification procedure established by the WREGIS Operating Rules. Since WREGIS Certificates will only be created for whole MWh amounts of Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. If required by the CAISO Tariff, WREGIS, the CPUC or otherwise under applicable Law, WREGIS Certificates must be matched with E-Tags associated with the Delivered Energy and WREGIS Certificates without matching E-Tags associated with Delivered Energy will be rejected. (c) Seller shall, at its sole expense, ensure that the WREGIS Certificates for a given calendar month correspond with the Delivered Energy for such calendar month as evidenced by the Facility’s metered data.
(d) Due to the approximately fourteen (14) day delay in the creation of WREGIS Certificates relative to the timing of invoice payment under Section 8.2, Buyer shall make an invoice payment for a given month in accordance with Section 8.2 notwithstanding that the WREGIS Certificates may not have been formally transferred to Buyer in accordance with the WREGIS Operating Rules and this Section 4.8. Notwithstanding this delay, Buyer shall have all right and title to all such WREGIS Certificates upon payment to Seller in accordance with Section 8.2.
(e) A “WREGIS Certificate Deficit” means any deficit or shortfall in WREGIS Certificates delivered to Buyer for a calendar month as compared to the Delivered Energy for the same calendar month (“Deficient Month”). If any WREGIS Certificate Deficit is caused, or the result of any action or inaction, by Seller, then
(f) If WREGIS changes the WREGIS Operating Rules after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Section 4.8 after the Effective Date, the Parties promptly shall modify this Section 4.8 as reasonably required to cause and enable Seller Item 3
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to transfer to Buyer’s WREGIS Account a quantity of WREGIS Certificates for each given calendar month that corresponds to the Delivered Energy in the same calendar month.

4.9 Modification of Installed Capacity.
(d)
ARTICLE 5
TAXES

5.1 Allocation of Taxes and Charges. Seller shall pay or cause to be paid all Taxes on or with respect to the Facility or on or with respect to the sale and delivery of Product to Buyer, that are imposed on Product prior to the Delivery Point. Buyer shall pay or cause to be paid all Taxes on or with respect to the delivery to and purchase by Buyer of the Product that are imposed on Product at and from the Delivery Point (other than withholding or other Taxes imposed on Seller’s income, revenue, receipts or employees). If a Party is required to remit or pay Taxes that are the other Party’s responsibility hereunder, such Party shall promptly pay the Taxes due and then seek and receive reimbursement from the other for such Taxes. In the event any sale of Product hereunder is exempt from or not subject to any particular Tax, the exempted Party shall have provided to the other Party all necessary documentation within thirty (30) days after the Effective Date evidencing such exemption or exclusion. If the exempted Party does not provide such documentation, then such Party shall indemnify, defend, and hold harmless the other Party from any liability with respect to Taxes from which the exempted Party claims it is exempt.

5.2 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and administer this Agreement in accordance with the intent of the Parties to minimize all Taxes, so long as no Party is materially adversely affected by such efforts. The Parties shall cooperate to minimize Tax exposure; provided, however, that neither Party shall be obligated to incur any financial or operational burden to reduce Taxes for which the other Party is responsible hereunder without receiving due Item 3
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compensation therefor from the other Party. All Energy delivered by Seller to Buyer hereunder shall be a sale made at wholesale, with Buyer reselling such Energy.

ARTICLE 6

MAINTENANCE OF THE FACILITY

6.1 Maintenance of the Facility. Seller shall comply with Law and Prudent Operating Practice relating to the operation and maintenance of the Facility and the generation and sale of Product.

On or before December 1st each year, Seller shall provide Buyer with the scheduled maintenance for the Facility for the next calendar year; provided, Seller shall provide Buyer with any updates to such schedule during each year consistent with Law and Prudent Operating Practice as soon as practicable; provided further, (a) during each period from during the Delivery Term, Seller shall not schedule any non-emergency maintenance of the Facility which reduces the energy generation capability of the Facility by more than and (b) during each period from during the Delivery Term, Seller shall not schedule any non-emergency maintenance of the Facility

6.2 Maintenance of Health and Safety. Seller shall take reasonable safety precautions with respect to the operation, maintenance, repair and replacement of the Facility. If Seller becomes aware of any circumstances relating to the Facility that create an imminent risk of damage or injury to any Person or any Person’s property, Seller shall take prompt, reasonable action to prevent such damage or injury and shall give Buyer’s emergency contact identified on Exhibit K Notice of such condition. Such action may include disconnecting and removing all or a portion of the Facility, or suspending the supply of Energy to Buyer.

6.3 Shared Facilities. The Parties acknowledge and agree that certain of the Interconnection Facilities, Seller’s rights and obligations under the Interconnection Agreement and Seller’s rights and obligations under transmission service agreements with a Transmission Provider, may be subject to certain shared facilities and/or co-tenancy agreements (“Shared Facilities Agreements”) to be entered into among two or more of Seller, the Participating Transmission Owner, Seller’s Affiliates, and/or third parties pursuant to which certain Interconnection Facilities, interconnection service and/or transmission service may be subject to joint ownership and/or shared maintenance and operation arrangements.

ARTICLE 7

METERING

7.1 Metering. Seller shall measure the amount of Delivered Energy produced by the Facility using an Approved Meter. The Approved Meter shall be installed at the switching station adjacent to the SunZia East Converter Station and maintained at Seller’s cost. If the Approved Meter is inaccurate, Seller will cause such meter to be promptly corrected in accordance with Prudent Operating Practice and CAISO requirements, as applicable. Seller will be responsible for any costs, fines or penalties, including imbalance charges as a result of the inaccurate meter. The meter shall be kept under seal, such seals to be broken only when the meters are to be tested, adjusted, modified or relocated. In the event that Seller breaks a seal, Seller shall notify Buyer as soon as practicable. In addition, Seller hereby agrees to provide all Approved Item 3
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Meter data to Buyer in a form reasonably acceptable to Buyer, and consents to Buyer obtaining from CAISO the meter data applicable to the Facility and all inspection, testing and calibration data and reports. Seller, or Seller’s Scheduling Coordinator, shall cooperate with Buyer to allow both Parties to retrieve the meter reads from the CAISO Market Results Interface – Settlements (MRIS-S) (or its successor) or directly from the Approved Meter at the Facility.

7.2 Meter Verification. Annually, if Seller has reason to believe there may be a meter malfunction, or upon Buyer’s reasonable request, Seller shall test the meter. The tests shall be conducted by independent third parties qualified to conduct such tests. Buyer shall be notified seven (7) days in advance of such tests and have a right to be present during such tests. If a meter is inaccurate it shall be promptly repaired or replaced. If a meter is inaccurate by more than one percent (1%) and it is not known when the meter inaccuracy commenced (if such evidence exists such date will be used to adjust prior invoices), then the invoices covering the period of time since the last meter test shall be adjusted for the amount of the inaccuracy on the assumption that the inaccuracy persisted during the second half of such period.

ARTICLE 8
INVOICING AND PAYMENT; CREDIT

8.1 Invoicing. Seller shall make good faith efforts to deliver an invoice to Buyer fifteen (15) Business Days after the end of the prior monthly delivery period. Each invoice shall provide Buyer (a) records of metered data, including metering and CAISO transaction data sufficient to document and verify the amount of Delivered Energy for each Settlement Period during the preceding month, the applicable Contract Price, the LMPs in the Day-Ahead Market and Real-Time Market at the Delivery Point for each Settlement Period and Settlement Interval, respectively, and information supporting the amount of Deemed Delivered Energy and Adjusted Energy Production,
; (b) a reconciliation of hourly meter data, E-Tag data and associated calculations, including the lesser of each by hour,
; (c) a
statement of the quantity of WREGIS Certificates transferred during the prior month that have been matched with E-Tags associated with Delivered Energy, to the extent such matching is required by the CAISO Tariff, WREGIS, the CPUC, or otherwise under applicable Law; (d) access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount; and (e) be in a reasonable format covering the services provided in the preceding month determined in accordance with the applicable provisions of this Agreement.

8.2 Payment. Buyer shall make payment to Seller by wire transfer or ACH payment to the bank account designated by Seller in Exhibit K, which may be updated by Seller by Notice hereunder; provided, however, that changes to the invoices, payment, and wire transfer information set forth in Exhibit K must be made in writing and delivered via certified mail or a secured online method mutually agreed upon by both Parties, and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes. Buyer shall pay undisputed invoice amounts within thirty (30) days after receipt of the invoice. If such due date falls on a weekend or legal holiday, such due date shall be the next Business Day. Payments made after the due date will be considered late and will bear interest on the unpaid balance. If the amount due is not paid on or before the due date or if any other payment that is due and owing from one Party to another is not paid on or before its applicable due date, a Item 3
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late payment charge shall be applied to the unpaid balance and shall be added to the next billing statement.

Such late payment charge shall be calculated based on the prime rate published on the date of the invoice in The Wall Street Journal, or, if The Wall Street Journal is not published on that day, the next succeeding date of publication, plus two percent (2%) (the “Interest Rate”). If the due date occurs on a day that is not a Business Day, the late payment charge shall begin to accrue on the next succeeding Business Day.

8.3 Books and Records. To facilitate payment and verification, each Party shall maintain all books and records necessary for billing and payments, including copies of all invoices under this Agreement, for a period of at least two (2) years or as otherwise required by Law. Upon fifteen (15) days’ Notice to Seller, Buyer shall be granted reasonable access to the accounting books and records pertaining to all invoices generated pursuant to this Agreement.

8.4 Payment Adjustments; Billing Errors. Payment adjustments shall be made if Buyer or Seller discovers there have been good faith inaccuracies in invoicing that are not otherwise disputed under Section 8.5, there is determined to have been a meter inaccuracy sufficient to require a payment adjustment, or if CAISO recalculates amounts due or owing in respect of prior periods. If the required adjustment is in favor of Buyer, Buyer’s monthly payment shall be credited in an amount equal to the adjustment. If the required adjustment is in favor of Seller, Seller shall add the adjustment amount to Buyer’s next monthly invoice. Adjustments in favor of either Buyer or Seller shall bear interest, until settled in full, in accordance with Section 8.2, accruing from the date on which the non-erring Party received Notice thereof.

8.5 Billing Disputes. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within ten (10) Business Days of such resolution along with interest accrued at the Interest Rate from and including the original due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived if the other Party is not notified in accordance with this Section 8.5 within twelve (12) months after the invoice is rendered or subsequently adjusted, except to the extent any misinformation was from a third party not affiliated with any Party and such third party corrects its information after the twelve-month period. If an invoice is not rendered within twelve (12) months after the close of the month during which performance occurred, the right to payment for such performance is waived.

8.6 Netting of Payments
. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all undisputed amounts owed by each Party to the other Party for the purchase and sale of Product during the monthly billing period under this Agreement or otherwise arising out of this Agreement, including any related damages calculated pursuant to Exhibits B and E, interest, and payments or credits, including pursuant to Section 4.3(c), shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it.

8.7 Seller’s Development Security. To secure its obligations under this Agreement, Seller shall have delivered the Development Security to Buyer within after the Effective Date.

Item 3
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Seller shall maintain the Development Security in full force and effect. Upon the earlier of (A) Seller’s delivery of the Performance Security, or (B) after termination of this Agreement, Buyer shall return the Development Security to Seller, less the amounts drawn in accordance with this Agreement.

If and to the extent that any portion of the Development Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the required Credit Rating, or to provide a confirmation of such Letter of Credit in a form reasonably acceptable to Buyer from a parent company of such issuer that meets the required Credit Rating, which confirmation ensures that such parent company will honor the payment obligations of the issuing bank or financial institution under such letter of credit in case the issuing bank or financial institution defaults, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the Commercial Operation Date, (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, or (iv) becomes Bankrupt, Seller shall have ten (10) Business Days to post substitute collateral that meets the requirements set forth in the definition of Development Security.

Seller shall have no obligation to replenish the Development Security following any draws thereon by Buyer. Seller’s maximum liability for an Event of Default or failure to perform its obligations hereunder prior to the Commercial Operation Date shall be capped at the amount of the Development Security, less any amounts collected by Buyer prior to such Event of Default or failure to perform.

8.8 Seller’s Performance Security. To secure its obligations under this Agreement, Seller shall deliver Performance Security to Buyer on or before the Commercial Operation Date. Seller shall maintain the Performance Security in full force and effect until the following have occurred: (A) the Delivery Term has expired or terminated early; and (B) all payment obligations of the Seller arising under this Agreement, including compensation for penalties, Termination Payment, indemnification payments or other damages are paid in full (whether directly or indirectly such as through set-off or netting). Following the occurrence of both events, Buyer shall promptly return to Seller the unused portion of the Performance Security. Within ten (10) Business Days following any draw by Buyer on the Performance Security, Seller shall replenish the amount drawn such that Performance Security is restored to the amount on Cover Sheet.

If and to the extent that any portion of the Performance Security is a Letter of Credit and the issuer of such Letter of Credit (i) fails to maintain the required Credit Rating, or to provide a confirmation of such Letter of Credit in a form reasonably acceptable to Buyer from a parent company of such issuer that meets the required Credit Rating, which confirmation ensures that such parent company will honor the payment obligations of the issuing bank or financial institution under such letter of credit in case the issuing bank or financial institution, (ii) indicates its intent not to renew such Letter of Credit and such Letter of Credit expires prior to the end of the Delivery Term, or (iii) fails to honor Buyer’s properly documented request to draw on such Letter of Credit, or (iii) becomes Bankrupt, Seller shall have ten (10) Business Days to post substitute collateral that meets the requirements set forth in the definition of Performance Security. If and to the extent that any portion of the Performance Security is a Guaranty, Seller shall (i) provide prompt Notice to Buyer if Guarantor becomes Bankrupt or otherwise fails to meet the criteria for an acceptable Guarantor as set forth in clauses (c) and (d) of the definition of Guarantor, but not later than ten (10) Business Days after Seller becomes aware of such development and (ii) post substitute collateral that meets the requirements set forth in the definition of Performance Security within ten (10) Business Days.

8.9 Financial Statements.
(a) If a Guaranty is provided as Performance Security in lieu of cash or a Letter of Credit, Seller shall provide to Buyer, or cause the Guarantor to provide to Buyer, unaudited quarterly and annual audited financial statements of the Guarantor (including a balance sheet and statements of income and cash flows), all prepared in accordance with generally accepted accounting principles in the United States, consistently applied.
(b) Buyer shall provide to Seller (i) within one hundred twenty (120) days following the end of each fiscal year during the Contract Term, a copy of Buyer’s annual report containing audited Item 3
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consolidated financial statements for such fiscal year and (ii) within sixty (60) days after the end of each of its first three fiscal quarters of each fiscal year during the Contract Term, a copy of Buyer’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles or International Financial Reporting Standards (“IFRS”); provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certifications, such unavailability shall not be an Event of Default so long as Buyer diligently pursues the preparation, certification, and delivery of the statements.

8.10 Buyer’s First Priority Security Interest in Cash or Cash Equivalent Collateral. To secure its obligations under this Agreement, and until released as provided herein, Seller hereby grants to Buyer a present and continuing first-priority security interest in, and lien on (and right to net against), and assignment of the Development Security or Performance Security, any other cash collateral and cash equivalent collateral posted pursuant to Sections 8.7 and 8.8 by Seller and any and all interest thereon or proceeds resulting therefrom or from the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of Buyer, and Seller agrees to take all action as Buyer reasonably requires in order to perfect Buyer’s first-priority security interest in, and lien on (and right to net against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof.

Upon or any time after the occurrence of an Event of Default caused by Seller, an Early Termination Date resulting from an Event of Default caused by Seller, or an occasion provided for in this Agreement where Buyer is authorized to retain all or a portion of the Development Security or Performance Security, Buyer may do any one or more of the following (in each case subject to the final sentence of Section 11.2 and the provisions of Article 12):
(a) Exercise any of its rights and remedies with respect to the Development Security or Performance Security, as applicable, including any such rights and remedies under Law then in effect; (b) Draw on any outstanding Letter of Credit issued for its benefit and retain any cash held by Buyer as Development Security or Performance Security, as applicable; and (c) Liquidate all Development Security or Performance Security, as applicable then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller.

Buyer shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under this Agreement (Seller remains liable for any amounts owing to Buyer after such application), subject to Buyer’s obligation to return any surplus proceeds remaining after these obligations are satisfied in full.

ARTICLE 9

NOTICES

9.1 Addresses for the Delivery of Notices. Any Notice required, permitted, or contemplated hereunder shall be in writing, shall be addressed to the Party to be notified at the physical or electronic addresses set forth on Exhibit K or at such other address or addresses as a Party may designate for itself from time to time by Notice hereunder.

9.2 Acceptable Means of Delivering Notice. Each Notice required, permitted, or contemplated hereunder shall be deemed to have been validly served, given or delivered as follows: (a) if sent by United States mail with proper first class postage prepaid, three (3) Business Days following the Item 3
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date of the postmark on the envelope in which such Notice was deposited in the United States mail; (b) if sent by a regularly scheduled overnight delivery carrier with delivery fees either prepaid or an arrangement with such carrier made for the payment of such fees, the next Business Day after the same is delivered by the sending Party to such carrier; (c) if sent by electronic communication (including email or other electronic means), at the time indicated by the time stamp upon delivery; or (d) if delivered in person, upon receipt by the receiving Party. Notwithstanding the foregoing, Notices of outages or other scheduling or dispatch information or requests may be sent by electronic communication and shall be considered delivered upon successful completion of such transmission. In addition, for any Notice sent pursuant to (a), (b) or (d) above, the Party sending such Notice shall send a courtesy copy by email to the email address provided in Exhibit K.

ARTICLE 10

FORCE MAJEURE

10.1 Definition.
(a) “Force Majeure Event” means any act or event occurring after the Effective Date (or if occurring on or before the Effective Date, expanding, deteriorating or otherwise materially changing after the Effective Date) that delays or prevents a Party from timely performing all or a portion of its obligations under this Agreement or from complying with all or a portion of the conditions under this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided by and is beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance, or noncompliance. (b) Without limiting the generality of the foregoing, so long as the following events, despite the exercise of reasonable efforts, cannot be avoided by, and are beyond the reasonable control (whether direct or indirect) of and without the fault or negligence of the Party relying thereon as justification for such delay, nonperformance or noncompliance, a Force Majeure Event may include an act of God or the elements, such as flooding, lightning, hurricanes, tornadoes, or ice storms; explosion; fire; volcanic eruption; flood; epidemic, or pandemic, including COVID-19 (but only to the extent that new governmental rules or mandates related to COVID-19 are implemented that were not in place as of the Effective Date); landslide; mudslide; sabotage; terrorism; earthquake; or other cataclysmic events; an act of public enemy; acts or failure to act by a Governmental Authority; war; blockade; civil insurrection; riot; civil disturbance; serial defect; or strikes or other labor difficulties caused or suffered by a Party or any third party except as set forth below.
(c) Notwithstanding the foregoing, the term “Force Majeure Event” does not include (i) economic conditions that render a Party’s performance of this Agreement at the Contract Price unprofitable or otherwise uneconomic (including Buyer’s ability to buy Energy at a lower price, or Seller’s ability to sell Energy generated by the Facility at a higher price, than the Contract Price); (ii) Seller’s inability to obtain permits or approvals of any type for the construction, operation, or maintenance of the Facility, except to the extent such inability is caused by a Force Majeure Event; (iii) the inability of a Party to make payments when due under this Agreement, unless the cause of such inability is an event that would otherwise constitute a Force Majeure Event as described above that disables physical or electronic facilities necessary to transfer funds to the payee Party; (iv) a Curtailment Order, except to the extent that a Curtailment Order is caused by an event that otherwise qualifies as a Force Majeure Event; (v) Seller’s inability to obtain sufficient labor, equipment, materials, or other resources to build or operate the Facility except to the extent such inability is caused by a Force Majeure Event; (vi) a strike, work stoppage or labor dispute limited only to any one or more of Seller, Seller’s Affiliates, Seller’s contractors, their subcontractors thereof or any other third party employed by Seller to work on the Facility; (vii) any equipment failure except if such equipment failure is caused by a Force Majeure Event; or (viii) except as Item 3
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the Guaranteed Commercial Operation Date may be extended as a result of a Development Cure Period, Seller’s inability to achieve Commercial Operation following the Guaranteed Commercial Operation Date.

10.2 No Liability If a Force Majeure Event Occurs. Neither Seller nor Buyer shall be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to a Force Majeure Event. The Party rendered unable to fulfill any obligation by reason of a Force Majeure Event shall take reasonable actions necessary to remove such inability with due speed and diligence. Nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. The obligation to use due speed and diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having such difficulty. Neither Party shall be considered in breach or default of this Agreement if and to the extent that any failure or delay in the Party’s performance of one or more of its obligations hereunder is caused by a Force Majeure Event. Notwithstanding the foregoing, the occurrence and continuation of a Force Majeure Event shall not (a) suspend or excuse the obligation of a Party to make any payments due hereunder, (b) suspend or excuse the obligation of Seller to achieve the Guaranteed Commercial Operation Date beyond the extensions provided in Exhibit B, (c) limit Buyer’s right to declare an Event of Default pursuant to Section 11.1(b)(i) or Section 11.1(b)(ii) and receive a Damage Payment upon exercise of Buyer’s default rights pursuant to Section 11.2.

10.3 Notice. In the event of any delay or nonperformance resulting from a Force Majeure Event, the Party suffering the Force Majeure Event shall (a) as soon as practicable, notify the other Party orally of the Force Majeure Event, followed by Notice in writing of the nature, cause, estimated date of commencement thereof, the anticipated extent of any delay or interruption in performance, and (b) notify the other Party in writing of the cessation or termination of such Force Majeure Event, all as known or estimated in good faith by the affected Party; provided, however, that a Party’s failure to give timely Notice as provided in this Section 10.3 shall not affect such Party’s ability to assert that a Force Majeure Event has occurred unless the delay in giving Notice materially prejudices the other Party.

10.4 Termination Following Force Majeure Event. If a Force Majeure Event has occurred after the Commercial Operation Date that has caused either Party to be unable to perform its material obligations hereunder, and has continued for a consecutive twelve (12) month period, then the non-claiming Party may terminate this Agreement upon written Notice to the other Party experiencing the Force Majeure Event; provided that if Seller is the Party claiming such Force Majeure Event and such Force Majeure Event cannot reasonably be cured within such twelve (12) month period, then Seller may provide a plan to Buyer, which must be acceptable to Buyer in its reasonable discretion, to cure such Force Majeure Event within an additional six (6) month period and Buyer may not terminate this Agreement due to such Force Majeure Event unless Seller has not resumed performance of its material obligations hereunder upon the expiration of such additional six (6) month period. Upon any such termination, the non-claiming Party shall have no liability to the Party claiming Force Majeure Event, save and except for those obligations specified in Section 2.1(b).

ARTICLE 11
DEFAULTS; REMEDIES; TERMINATION

11.1 Events of Default
An “Event of Default” shall mean,
(a) with respect to a Party (the “Defaulting Party”) that is subject to the Event of Default the occurrence of any of the following:

Item 3
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(i) the failure by such Party to make, when due, any payment required pursuant to this Agreement and such failure is not remedied within five (5) Business Days after Notice thereof;
(ii) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated, and (iii) the failure by such Party to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default) (iv) failure by such Party to satisfy the collateral requirements pursuant to Sections 8.7 or 8.8 as applicable;
(v) such Party becomes Bankrupt;
(vi) such Party assigns this Agreement or any of its rights hereunder other than in compliance with Sections 14.1, 14.2, 14.3 or 14.4, as appropriate; or (vii) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement by operation of Law or pursuant to an agreement reasonably satisfactory to the other Party.
(b) with respect to Seller as the Defaulting Party, the occurrence of any of the following:
(i) [Reserved];
(ii) The failure of Seller to achieve Commercial Operation on or before the Guaranteed Commercial Operation Date (as extended by any Development Cure Period); (iii) except as otherwise provided herein, if at any time, Seller delivers or attempts to deliver Energy to the Delivery Point for sale under this Agreement that was not generated by the Facility;
(iv) with respect to any Guaranty provided for the benefit of Buyer, the failure by Seller to provide for the benefit of Buyer either (1) cash, (2) a replacement Guaranty from a different Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a replacement Letter of Credit from an issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount Item 3
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required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) if any representation or warranty made by the Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated, and such representation or warranty is not remedied within thirty (30) days after Notice thereof;
(B) the failure of the Guarantor to make any payment required or to perform any other material covenant or obligation in any Guaranty; (C) the Guarantor becomes Bankrupt;
(D) the Guarantor shall fail to meet the criteria for an acceptable Guarantor as set forth in the definition of Guarantor;
(E) the failure of the Guaranty to be in full force and effect (other than in accordance with its terms) prior to the indefeasible satisfaction of all obligations of Seller hereunder; or (F) the Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any Guaranty; (v) with respect to any outstanding Letter of Credit provided for the benefit of Buyer that is not then required under this Agreement to be canceled or returned, the failure by Seller to provide for the benefit of Buyer either (1) cash, or (2) a replacement Guaranty from a Guarantor meeting the criteria set forth in the definition of Guarantor, or (3) a substitute Letter of Credit from a different issuer meeting the criteria set forth in the definition of Letter of Credit, in each case, in the amount required hereunder within ten (10) Business Days after Seller receives Notice of the occurrence of any of the following events:
(A) the issuer of the outstanding Letter of Credit shall fail to (i) maintain a Credit Rating of at least “A-” by S&P or “A3” by Moody’s, or (ii) provide and maintain a confirmation of the outstanding Letter of Credit ensuring that such parent company will honor the payment obligations of the issuing bank or financial institution under such letter of credit in case the issuing bank or financial institution defaults, from a parent company of the issuer that has a Credit Rating of at least “A-“ with an outlook designation of “stable” from S&P or “A3” with an outlook designation of “stable” from Moody’s;
(B) the issuer of such Letter of Credit becomes Bankrupt; (C) the issuer of the outstanding Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit and such failure shall be continuing after the lapse of any applicable grace period permitted under such Letter of Credit; (D) the issuer of the outstanding Letter of Credit shall fail to honor a properly documented request to draw on such Letter of Credit; (E) the issuer of the outstanding Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; Item 3
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(F) such Letter of Credit fails or ceases to be in full force and effect at any time; or
(G) Seller shall fail to renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit and as provided in accordance with this Agreement, and in no event less than sixty (60) days prior to the expiration of the outstanding Letter of Credit.
(vi) in any Performance Measurement Period, the Adjusted Energy Production amount is not at least of the Expected Energy amount for such period;

11.2 Remedies; Declaration of Early Termination Date. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (“Non-Defaulting Party”) shall have the following rights:
(a) to send Notice, designating a day, no earlier than the day such Notice is deemed to be received and no later than twenty (20) days after such Notice is deemed to be received, as an early termination date of this Agreement (“Early Termination Date”) that terminates this Agreement (the “Terminated Transaction”) and ends the Contract Term effective as of the Early Termination Date; (b) to accelerate all amounts owing between the Parties, and to collect as liquidated damages (i) the Damage Payment (in the case of an Event of Default by Seller occurring before the Commercial Operation Date) or (ii) the Termination Payment calculated in accordance with Section 11.3 below (in the case of any other Event of Default by Seller after the Commercial Operation Date or by Buyer throughout the Contract Term);
(c) to withhold any payments due to the Defaulting Party under this Agreement; (d) to suspend performance; and
(e) to exercise any other right or remedy available at Law or in equity, including specific performance or injunctive relief, except to the extent such remedies are expressly limited under this Agreement;
provided, that payment by the Defaulting Party of the Damage Payment or Termination Payment, as applicable, shall constitute liquidated damages and the Non-Defaulting Party’s sole and exclusive remedy for the Terminated Transaction and the Event of Default related thereto.

11.3 Termination Payment. The termination payment (“Termination Payment”) for the Terminated Transaction shall be the aggregate of all Settlement Amounts plus any or all other amounts due to or from the Non-Defaulting Party (as of the Early Termination Date) netted into a single amount. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the net Settlement Amount shall be zero. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for the Terminated Transaction as of the Early Termination Date. Third parties (which shall not include Affiliates of the Non-Defaulting Party) supplying information for purposes of the calculation of Gains or Losses may include, without limitation, Item 3
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dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information. The Settlement Amount shall not include consequential, incidental, punitive, exemplary, indirect or business interruption damages; provided, however, that any lost Delivered Energy, Capacity Attributes and Green Attributes shall be deemed direct damages covered by this Agreement.

Without prejudice to the Non-Defaulting Party’s duty to mitigate, the Non-Defaulting Party shall not have to enter into replacement transactions to establish a Settlement Amount. Each Party agrees and acknowledges that (a) the actual damages that the Non-Defaulting Party would incur in connection with the Terminated Transaction would be difficult or impossible to predict with certainty, (b) the Damage Payment or Termination Payment described in Section 11.2 or this Section 11.3 (as applicable) is a reasonable and appropriate approximation of such damages, and (c) the Damage Payment or Termination Payment described in Section 11.2 or this Section 11.3 (as applicable) is the exclusive remedy of the Non-Defaulting Party in connection with the Terminated Transaction but shall not otherwise act to limit any of the Non-Defaulting Party’s rights or remedies if the Non-Defaulting Party does not elect a Terminated Transaction as its remedy for an Event of Default by the Defaulting Party.

11.4 Notice of Payment of Termination Payment. As soon as practicable after a Terminated Transaction, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount and the sources for such calculation. The Termination Payment shall be made to the Non-Defaulting Party, as applicable, within ten (10) Business Days after such Notice is effective.

11.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within five (5) Business Days of receipt of the Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute.

Disputes regarding the Termination Payment shall be determined in accordance with Article 15.

11.6 Rights And Remedies Are Cumulative. Except where liquidated damages are provided as the exclusive remedy, the rights and remedies of a Party pursuant to this Article 11 shall be cumulative and in addition to the rights of the Parties otherwise provided in this Agreement.

11.7 Mitigation. Any Non-Defaulting Party shall use commercially reasonable efforts to mitigate its Costs, Losses and damages resulting from any Event of Default of the other Party under this Agreement.

ARTICLE 12

LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES

12.1 No Consequential Damages. EXCEPT TO THE EXTENT PART OF AN EXPRESS

REMEDY OR MEASURE OF DAMAGES HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE

OTHER OR ITS INDEMNIFIED PERSONS FOR ANY SPECIAL, PUNITIVE, EXEMPLARY,

INDIRECT, OR CONSEQUENTIAL DAMAGES, OR LOSSES OR DAMAGES FOR LOST REVENUE

OR LOST PROFITS, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION

WITH THIS AGREEMENT, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.

12.2 Waiver and Exclusion of Other Damages. THE PARTIES CONFIRM THAT THE

EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. ALL LIMITATIONS OF LIABILITY

CONTAINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE Item 3
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PERTAINING TO THE PARTIES’ LIMITATION OF LIABILITY AND THE PARTIES’ WAIVER OF

CONSEQUENTIAL DAMAGES, SHALL APPLY EVEN IF THE REMEDIES FOR BREACH OF WARRANTY PROVIDED IN THIS AGREEMENT ARE DEEMED TO “FAIL OF THEIR ESSENTIAL PURPOSE” OR ARE OTHERWISE HELD TO BE INVALID OR UNENFORCEABLE.

NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, PRIOR TO THE COMMERCIAL OPERATION DATE, SELLER’S AGGREGATE LIABILITY ARISING UNDER THIS

AGREEMENT FOR ANY AND ALL REASONS

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS AND EXCLUSIVE

REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY

SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.

IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ONLY. THE VALUE OF ANY TAX BENEFITS, DETERMINED ON AN AFTER-TAX BASIS, LOST DUE TO BUYER’S

DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO MITIGATE AFTER USE OF

REASONABLE EFFORTS) AND AMOUNTS DUE IN CONNECTION WITH THE RECAPTURE OF

ANY RENEWABLE ENERGY INCENTIVES, IF ANY, SHALL BE DEEMED TO BE DIRECT DAMAGES.

TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, INCLUDING UNDER SECTIONS 3.8, 4.7, 4.8(e), 11.2 AND 11.3, AND AS PROVIDED

IN EXHIBIT B AND EXHIBIT E, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE

DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT OTHERWISE OBTAINING AN ADEQUATE

REMEDY IS INCONVENIENT, AND THAT THE LIQUIDATED DAMAGES CONSTITUTE A REASONABLE APPROXIMATION OF THE ANTICIPATED HARM OR LOSS. IT IS THE INTENT

OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE

MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED

THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. THE PARTIES HEREBY WAIVE ANY RIGHT TO CONTEST SUCH PAYMENTS AS AN UNREASONABLE PENALTY.

THE PARTIES ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES AND THE

EXPRESS REMEDIES PROVIDED FOR HEREIN ARE AN ADEQUATE REMEDY FOR THE

BREACH BY THE OTHER OF THE TERMS OF THIS AGREEMENT, AND EACH PARTY WAIVES

ANY RIGHT IT MAY HAVE TO SPECIFIC PERFORMANCE WITH RESPECT TO ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT.

ARTICLE 13
REPRESENTATIONS AND WARRANTIES; AUTHORITY

13.1 Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants as follows:

Item 3
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(a) Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and is qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on the business or financial condition of Seller.
(b) Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Seller or any other party to any other agreement with Seller. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Seller, subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or any outstanding trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Seller is a party or by which any of its property is bound.
(d) This Agreement has been duly executed and delivered by Seller. This Agreement is a legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity.

13.2 Buyer’s Representations and Warranties. As of the Effective Date, Buyer represents and warrants as follows:
(a) Buyer is a joint powers authority and a validly existing community choice aggregator, duly organized, validly existing and in good standing under the laws of the State of California and the rules, regulations and orders of, and is qualified to conduct business in each jurisdiction of the Joint Powers Agreement members. All persons making up the governing body of Buyer are the elected or appointed incumbents in their positions and hold their positions in good standing in accordance with the Joint Powers Agreement and other Law.
(b) Buyer has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Buyer’s performance under this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Buyer or any other party to any other agreement with Buyer. (c) The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Buyer with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in effect having applicability to Buyer, including but not limited to community choice aggregation, the Joint Powers Act, competitive bidding, public notice, open meetings, election, referendum, or prior appropriation requirements, the documents of formation of Buyer or any outstanding trust indenture, deed of trust, Item 3
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mortgage, loan agreement or other evidence of indebtedness or any other agreement or instrument to which Buyer is a party or by which any of its property is bound. (d) This Agreement has been duly executed and delivered by Buyer. This Agreement is a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as limited by Laws of general applicability limiting the enforcement of creditors’ rights or by the exercise of judicial discretion in accordance with general principles of equity. (e) Buyer warrants and covenants that with respect to its contractual obligations under this Agreement, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (1) suit, (2) jurisdiction of court, (3) relief by way of injunction, order for specific performance or recovery of property, (4) attachment of assets, or (5) execution or enforcement of any judgment.

13.3 General Covenants.
(a) Each Party covenants that commencing on the Effective Date and continuing throughout the Contract Term:
(i) It shall continue to be duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and to be qualified to conduct business in each jurisdiction where the failure to so qualify would have a material adverse effect on its business or financial condition;
(ii) It shall maintain (or obtain from time to time as required) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and (iii) It shall perform its obligations under this Agreement in compliance with all terms and conditions in its governing documents and any contracts to which it is a party and in material compliance with any Law.
(b) Seller covenants that:
(i) Seller shall maintain Site Control throughout the Delivery Term. (ii) Seller shall obtain any and all permits and approvals, including without limitation, required environmental clearance under applicable environmental Law, from the local jurisdiction where the Facility is or will be constructed, as applicable. Seller agrees and acknowledges that Buyer is simply purchasing energy services under the PPA and does not intend to be the lead agency for the Facility.
(iii) Seller shall not knowingly utilize equipment or resources built with forced labor in connection with the construction, operation or maintenance of the Facility, including equipment or resources sourced from the Xinjiang region of China pursuant to the business advisory jointly issued by the U.S. Departments of State, Treasury, Commerce and Homeland Security on July 1, 2020 (as such guidance may be updated or modified by Governmental Authorities from time to time). (iv) Commencing upon the production of Delivered Energy by the Facility and throughout the Delivery Term, Seller shall ensure that the Facility will have an interconnection agreement providing for interconnection capacity available or allocable to the Facility that is no less than the Guaranteed Capacity. Seller shall hold Buyer harmless from any penalties, imbalance energy charges, or Item 3
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other costs from CAISO or under the PPA resulting from Seller’s inability to provide, or any third party use of, such interconnection capacity.

13.4 Prevailing Wage. Seller shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, including, without limitation employment discrimination laws and prevailing wage laws.

Seller shall use commercially reasonable efforts to ensure that all employees hired by Seller, and its contractors and subcontractors, that will perform construction work or provide services at the Site related to the construction of the Facility are paid wages at rates not less than those prevailing for workers performing similar work in the locality as provided by applicable New Mexico law, if any (“Prevailing Wage Requirement”). Nothing herein shall require Seller, its contractors and subcontractors to comply with, or assume liability created by other inapplicable provisions of any New Mexico labor laws. Buyer agrees that Seller’s obligations for the Prevailing Wage Requirement may be satisfied upon the execution of a project labor agreement related to construction of the Facility.

ARTICLE 14

ASSIGNMENT

14.1 General Prohibition on Assignments. Except as provided below, neither Party may voluntarily assign this Agreement or its rights or obligations under this Agreement, without the written consent of the other Party, which consent shall not be unreasonably withheld. Any direct or indirect Change of Control of a Party (whether voluntary or by operation of Law) will be deemed an assignment and will require the prior written consent of the other Party, except as provided in Section 14.3. Any assignment made without required written consent, or in violation of the conditions to assignment set out below, shall be null and void. The assigning Party shall be responsible for the other Party’s costs associated with the preparation, review, execution and delivery of documents in connection with any assignment of this Agreement, including without limitation reasonable attorneys’ fees.

14.2 Collateral Assignment. Subject to the provisions of this Section 14.2, Seller has the right to assign this Agreement as collateral for any financing or refinancing of the Facility. In connection with any financing or refinancing of the Facility by Seller, Buyer shall in good faith work with Seller and Lender to agree upon a consent to collateral assignment of this Agreement (“Collateral Assignment Agreement”) in a form mutually agreeable to Buyer, Seller and the applicable Lenders, and must include, among others, the following provisions; provided that Buyer shall not be required to consent to any additional terms or conditions that materially and adversely affect any of Buyer’s rights, benefits, risks or obligations under this Agreement:

Item 3
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(e)

14.3 Permitted Assignment. Notwithstanding Section 14.1, and in addition to its rights set forth in Section 14.2, Seller may at any time, without the prior written consent of Buyer, transfer or assign this Agreement (including by a Change of Control) (i) to an Affiliate of Seller, (ii) in connection with a tax equity financing (regardless of whether a Change of Control results from such tax equity financing), (iii) in connection with any other direct or indirect Change of Control to any Person succeeding to all or substantially all of the assets of Seller (whether voluntary or by operation of Law), or (iv) as part of the sale or transfer of all or substantially all of the membership interests, equity, or assets of an Affiliate of Seller; provided, with respect to clauses (iii) and (iv), such assignment or transfer shall not be effective unless (x) the assignee is a Permitted Transferee, and (y) Seller has given Buyer Notice at least prior to the date of such proposed assignment or transfer, and certifies that the assignee meets the definition of a Permitted Transferee.

14.4 Limited Assignment by Buyer. Buyer shall have the right to make a limited assignment in connection with a municipal prepayment transaction to an entity (“Limited Assignee”) that ARTICLE 15
GOVERNING LAW; DISPUTE RESOLUTION

15.1 Governing Law. This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of Item 3
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California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement. [STC 17]

15.2 Venue. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Agreement shall be brought in the federal courts of the United States or, if such federal courts refuse jurisdiction notwithstanding the Parties’ agreement, then in the courts of the State of California, in either case sitting in County of Santa Clara, California.

15.3 Dispute Resolution. In the event of any dispute arising under this Agreement, within ten (10) days following the receipt of a 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 the earlier of either thirty (30) days of initiating such discussions, or within forty (40) days after Notice of the dispute, either Party may seek any and all remedies available to it at Law or in equity, subject to the limitations set forth in this Agreement.

15.4 Attorneys’ Fees. In any proceeding brought to enforce this Agreement or because of the breach by any Party of any covenant or condition herein contained, the prevailing Party shall be entitled to reasonable attorneys’ fees (including reasonably allocated fees of in-house counsel) in addition to court costs and any and all other costs recoverable in said action.

ARTICLE 16

INDEMNIFICATION

16.1 Indemnification.
(a) Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, officers, employees, attorneys, representatives and agents (collectively, the “Indemnified Party”) from and against all third-party claims, demands, losses, liabilities, penalties, and expenses and expert witness fees (collectively “Indemnifiable Event”), to the extent such Indemnifiable Event arises out of, results from, or is caused by any of the following: (a) the negligent act or omission, recklessness or willful misconduct of the Indemnifying Party, its Affiliates, its or their directors, officers, employees, agents, subcontractors, and anyone directly or indirectly employed by the Indemnifying Party or any of its subcontractors or anyone that they control; or (b) any violation of applicable Law by the Indemnifying Party, in each case in connection with this Agreement. Upon the Indemnified Party’s written request, the Indemnifying Party, at its own expense, must defend any suit or action that is subject to the Indemnifying Party’s indemnity obligations. The Parties’ indemnification obligations survive the expiration or termination of this Agreement until the relevant statute of limitations. (b) Nothing in this Section 16.1 shall enlarge or relieve Seller or Buyer of any liability to the other for any breach of this Agreement. Neither Party shall be indemnified for its damages resulting to the extent of its own negligence, intentional acts or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy.

16.2 Claims. Promptly after receipt by a Party of any claim or Notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in this Article 16 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact.

The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and reasonably satisfactory to the Indemnified Party, provided, however, that if the defendants in any such Item 3
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action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such costs. If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, the Indemnified Party may at the expense of the Indemnifying Party contest, settle, or pay such claim, provided that settlement or full payment of any such claim may be made only following consent of the Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. Notwithstanding the preceding sentence if the settlement consists solely of a monetary payment by the Indemnifying Party, such settlement shall not require the consent of the Indemnifying Party. Except as otherwise provided in this Article 16, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under this Article 16, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.

ARTICLE 17

INSURANCE

17.1 Insurance.
(a) General Liability. Seller shall maintain, or cause to be maintained at its sole expense, (i) commercial general liability insurance against claims for personal injury (including bodily injury and death) and property damage with a limit of liability of The amounts of liability insurance described in this Article 17 may be satisfied by primary insurance or by any combination of primary and excess/umbrella insurance. Such insurance shall contain standard cross-liability and severability of interest provisions such that each person is protected in the same manner as though a separate policy has been issued to each but nothing therein shall operate to increase the insurance company’s liability beyond the amount the insurance company would have been liable if only one Person or interest had been named as insured. The liability insurance policies referenced in this Article 17 shall (x) provide an endorsement waiving rights of subrogation against Buyer, (y) name Buyer as additional insured on all required liability insurance (except workers compensation), and (z) be primary to any insurance of Buyer that may apply to such occurrence, accident or claim and no “other insurance” provision shall be applicable to Buyer or any additional insureds, by virtue of having been named an additional insured under any policy of insurance.
(b) Workers Compensation and Employer’s Liability Insurance. Employers’ Liability insurance shall not be less than One Million Dollars ($1,000,000) providing statutory benefits as required by Law (if any exposure exists) for injury, sickness, disability or death of the employees. (c) Business Auto Liability Insurance. Seller shall maintain at all times during the Contract Term business auto insurance for bodily injury and property damage with limits of combined single limit. Such insurance shall cover liability arising out of Seller’s use of all owned (if any), non-owned and hired motor vehicles in the performance of the Agreement. (d) Property Insurance. Seller shall maintain or cause to be maintained property insurance covering the Facility against physical loss or damage, including coverage for natural perils including but not limited to flood, earthquake, windstorm, severe convective storm and wildfire, all with Item 3
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limits in accordance with industry standard recognizing that natural perils may be subject to a lower sublimit. Coverage will be on an “all-risk” basis including mechanical and electrical breakdown.

ARTICLE 18

CONFIDENTIAL INFORMATION

18.1 Definition of Confidential Information. The following constitutes “Confidential Information,” whether oral or written which is delivered by Seller to Buyer or by Buyer to Seller including:
(a) pricing and other commercially-sensitive or proprietary information provided to or from Buyer in connection with the terms and conditions of, and proposals and negotiations related to, this Agreement, and (b) information that either Seller or Buyer stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other. Confidential Information does not include (i) information that was publicly available at the time of the disclosure, other than as a result of a disclosure in breach of this Agreement; (ii) information that becomes publicly available through no fault of the recipient after the time of the delivery; (iii) information that was rightfully in the possession of the recipient (without confidential or proprietary restriction) at the time of delivery or that becomes available to the recipient from a source not subject to any restriction against disclosing such information to the recipient; and (iv) information that the recipient independently developed without a violation of this Agreement.

18.2 Duty to Maintain Confidentiality. Except as permitted in this Article 18, neither Party shall disclose Confidential Information to a third party, except upon the written consent of the Disclosing Party. Confidential Information will retain its character as Confidential Information but may be disclosed by the recipient (the “Receiving Party”) if and to the extent such disclosure is required (a) to be made by any requirements of Law, (b) pursuant to an order of a court or (c) in order to enforce or implement this Agreement. If the Receiving Party becomes legally compelled (by interrogatories, requests for information or documents, subpoenas, summons, civil investigative demands, or similar processes or otherwise in connection with any litigation or to comply with any applicable Law, order, regulation, ruling, regulatory request, accounting disclosure rule or standard or any exchange, control area or independent system operator rule) to disclose any Confidential Information of the disclosing Party (the “Disclosing Party”), Receiving Party shall provide Disclosing Party with prompt notice so that Disclosing Party, at its sole expense, may seek an appropriate protective order or other appropriate remedy. Each party hereto acknowledges and agrees that information and documentation provided may be subject to the California Records Act (Government Code Section 7920 et seq.).

18.3 Irreparable Injury; Remedies. Receiving Party acknowledges that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and the business of Disclosing Party, and expressly acknowledges that monetary damages may be inadequate to compensate Disclosing Party for any breach or threatened breach by Receiving Party of any covenants and agreements set forth herein. Accordingly, Receiving Party acknowledges that any such breach or threatened breach may cause irreparable injury to Disclosing Party and that, in addition to any other remedies that may be available, in Law, in equity or otherwise, Disclosing Party will be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.

18.4 Permitted Disclosures. Notwithstanding anything to the contrary in this Article 18, Confidential Information may be disclosed by either Party to such Party’s counsel, accountants, auditors, advisors, other professional consultants, credit rating agencies, Affiliates or actual or prospective owners, investors, lenders, directors, underwriters, contractors, suppliers or others involved in the construction, operation and financing transactions and arrangements for a Party or its affiliates, or any of its or their agents, consultants or trustees, so long as the Person to whom Confidential Information is disclosed agrees Item 3
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in writing to be bound by the confidentiality provisions of this Article 18 to the same extent as if it were a Party, or is bound by substantially similar confidentiality requirements.

18.5 Press Releases. Neither Party shall issue (or cause its Affiliates to issue) a press release regarding the transactions contemplated by this Agreement unless both Parties have agreed upon the contents of any such public statement.

ARTICLE 19

MISCELLANEOUS

19.1 Entire Agreement; Integration; Exhibits. This Agreement, together with the Cover Sheet and Exhibits attached hereto, constitutes the entire agreement and understanding between Seller and Buyer with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The Exhibits attached hereto are integral parts hereof and are made a part of this Agreement by reference. The headings used herein are for convenience and reference purposes only. In the event of a conflict between the provisions of this Agreement and those of the Cover Sheet or any Exhibit, the provisions of first the Cover Sheet, and then this Agreement shall prevail, and such Exhibit shall be corrected accordingly. This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

19.2 Amendments. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Seller and Buyer; provided, that, for the avoidance of doubt, this Agreement may not be amended by electronic mail communications.

19.3 No Waiver. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default.

19.4 No Agency, Partnership, Joint Venture or Lease. Seller and the agents and employees of Seller shall, in the performance of this Agreement, act in an independent capacity and not as officers or employees or agents of Buyer. Under this Agreement, Seller and Buyer intend to act as energy service provider and energy service recipient, respectively, and do not intend to be treated as, and shall not act as, partners in, co-venturers in or lessor/lessee with respect to the Facility or any business related to the Facility.

This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement).

19.5 Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, the Parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. The Parties shall, however, use their best endeavors to agree on the replacement of the void, illegal or unenforceable provision(s) with legally acceptable clauses which correspond as closely as possible to the sense and purpose of the affected provision and this Agreement as a whole.

19.6 Mobile-Sierra. Notwithstanding any other provision of this Agreement, neither Party shall seek, nor shall they support, any third party seeking to prospectively or retroactively revise the rates, terms or conditions of service of this Agreement through application or complaint to FERC pursuant to the provisions of Section 205, 206 or 306 of the Federal Power Act, or any other provisions of the Federal Power Act, absent prior written agreement of the Parties. Further, absent the prior written agreement in writing by both Parties, the standard of review for changes to the rates, terms or conditions of service of this Agreement proposed by a Party shall be the “public interest” standard of review set forth in United Gas Item 3
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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). Changes proposed by a non-Party or FERC acting sua sponte shall be subject to the most stringent standard permissible under applicable Law.

19.7 Counterparts. This Agreement may be executed in one or more counterparts, including electronic signatures, all of which taken together shall constitute one and the same instrument and each of which shall be deemed an original.

19.8 Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and electronic format (including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party.

19.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

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

19.11 Change in Electric Market Design.
(a) If a change in the CAISO Tariff renders this Agreement or any provisions hereof incapable of being performed or administered, then any Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to make this Agreement capable of being performed and administered, while attempting to preserve to the maximum extent possible the benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith. If Buyer and Seller are unable, after delivery of such request, to agree upon changes to this Agreement or to resolve issues relating to changes to this Agreement, then any Party may submit issues pertaining to changes to this Agreement to the dispute resolution process set forth in Article 15. (b) If the Interconnection Point and/or any of the Transmission Systems utilized to deliver Product to the Delivery Point under this Agreement (i) are integrated into a new or existing regional transmission organization or independent system operator (other than the CAISO Balancing Authority), or (ii) leave a regional transmission organization or independent system operator, and such integration or departure has a material and adverse impact on either Party’s performance under this Agreement, including the costs of either Party to perform, then the affected Party may request that Buyer and Seller enter into negotiations to make the minimum changes to this Agreement necessary to restore the balance of benefits, burdens, and obligations set forth in this Agreement as of the Effective Date. Upon delivery of such a request, Buyer and Seller shall engage in such negotiations in good faith; provided, that neither Party shall be obligated to amend this Agreement if such amendment(s) would materially adversely affect, or could reasonably be expected to have or result in a material adverse effect on, any of such Party’s rights, benefits, risks and/or obligations under this Agreement.

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[Signatures on following page]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

SunZia Wind South LLC
By:

Name:

Title:

Silicon Valley Clean Energy
By:

Name:

Title:

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EXHIBIT A

FACILITY DESCRIPTION
The Facility description provided herein reflects Seller’s expectation for the Facility and the Site as of the Effective Date. Except as otherwise provided in the Agreement, Seller shall not make any alteration or modification to the Facility which results in a change to the Guaranteed Capacity or the anticipated output of the Facility without Buyer’s prior written consent; provided that Seller shall be permitted to repower the Facility so long as Seller continues to be obligated to deliver Guaranteed Energy Production and Capacity Attributes associated with the Guaranteed Capacity during such repower.

Upon any such repower that changes the Installed Capacity, Seller shall deliver an updated Installed Capacity Certificate in the form of Exhibit G.

Site Name: SunZia Wind South
Site Map:
[Seller to provide map]
Site Location: Lincoln and Torrance Counties, New Mexico Technology: Utility Scale Wind Technology
Guaranteed Capacity: 35.1 MWAC
Delivery Point: CAISO scheduling point-intertie combination at PALOVRDE_ASR-APND and PVWEST, or an Alternative Delivery Point as mutually agreed by the Parties Participating Transmission Owner: SunZia Transmission, LLC Item 3
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EXHIBIT B

FACILITY COMMERCIAL OPERATION

1. Reserved.

2. Commercial Operation of the Facility. “Commercial Operation” means the condition existing when (i) Seller has fulfilled all of the conditions in Section 2.3 of the Agreement and (ii) Seller has confirmed to Buyer in writing that Commercial Operation has been achieved.

The “Commercial Operation Date” shall be the later of and (y) the date on which Commercial Operation is achieved.
(a) Seller shall cause Commercial Operation for the Facility to occur by the Expected Commercial Operation Date (as such date may be extended by the Development Cure Period (defined below), the “Guaranteed Commercial Operation Date”). Seller shall notify Buyer at least sixty (60) days before the anticipated Commercial Operation Date.

For the avoidance of doubt, Seller may continue to increase the Installed Capacity of the Facility after the Commercial Operation Date and will notify Buyer from time to time of such increases by delivering a certificate from a Licensed Professional Engineer substantially in the form attached as Exhibit G hereto; when the Installed Capacity is complete, Seller shall include a statement to that effect in a Notice accompanying the final such certificate.
(b) If Seller does not anticipate achieving Commercial Operation by the Guaranteed Commercial Operation Date, Seller may elect to extend the Guaranteed Commercial Operation Date by paying Delay Damages to Buyer for each day Seller desires to extend the Guaranteed Commercial Operation Date,

3. Extension of the Guaranteed Dates. “Development Cure Period” means, Item 3
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4. Failure to Reach Guaranteed Capacity. If, at Commercial Operation, of the Guaranteed Capacity has not been completed and is not ready to produce and deliver Product to Buyer, Seller shall have
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EXHIBIT C

PROGRESS REPORTING FORM
Each Progress Report must include the following items:

1. Executive summary.

2. Facility description.

3. Site plan of the Facility.

4. Description of any planned changes to the Facility or the site.

5. Schedule showing progress on achieving each of the Milestones.

6. Summary of activities during the previous calendar month/quarter.

7. Forecast of activities scheduled for the current calendar month/quarter.

8. Written description about the progress relative to Seller’s Milestones, including whether Seller has met or is on target to meet the Milestones, and evidence of completion of Milestones, upon reasonable request from Buyer.

9. List of issues that could reasonably foreseeably affect Seller’s Milestones.

10. A status report of start-up activities including a forecast of activities ongoing and after start-up, a report on Facility performance including performance projections for the next twelve (12) months.

11. Progress and schedule of all major agreements, contracts, permits, approvals, technical studies, financing agreements and major equipment purchase orders showing the start dates, completion dates, and completion percentages.

12. Pictures, in sufficient quantity and of appropriate detail, in order to document construction and startup progress of the Facility, the interconnection into the PTO’s Transmission System and all other interconnection utility services.

13. Any other documentation, including copies of the Interconnection Agreement, transmission agreements and permits, as reasonably requested by Buyer, as such documentation may be redacted by Seller as necessary.

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EXHIBIT D
FORM OF AVERAGE FORECAST OF ENERGY (MWh)
1:
00 2:
00 3:
00 4:
00 5:
00 6:
00 7:
00 8:
00 9:
00 10
:0
0 11
:0
0 12
:0
0 13
:0
0 14
:0
0 15
:0
0 16
:0
0 17
:0
0 18
:0
0 19
:0
0 20
:0
0 21
:0
0 22
:0
0 23
:0
0 24
:0
0 JA
N
FE
B
M
AR
AP
R
M
AY
JU
N
JU
L
AU
G
SE
P
OC
T
NO
V
DE
C
The foregoing table (i) is provided for informational purposes only, and it shall not constitute, or be deemed to constitute, an obligation of any of the Parties to this Agreement, and (ii) reflects expected P50 delivered volumes taking into account estimated X% physical losses from the Facility to the Delivery Point.

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EXHIBIT E

ENERGY REPLACEMENT DAMAGES CALCULATION
If Seller fails to achieve the Guaranteed Energy Production during any Performance Measurement Period, a liquidated damages (“Energy Replacement Damages”) payment shall be due from Seller to Buyer, calculated as follows:
[(A – B) * (C – D)] – E
where:

A = the Guaranteed Energy Production amount for the Performance Measurement Period, in MWh
B = the Adjusted Energy Production amount for the Performance Measurement Period, in MWh
C =
D = the Contract Price, in $/MWh
E = the amount of Energy Replacement Damages paid by Seller plus the value of any Replacement Product provided retrospectively by Seller, each with respect to the immediately preceding Performance Measurement Period
“Adjusted Energy Production” shall mean the sum of the following: the Delivered Energy plus Lost Output plus Deemed Delivered Energy in the Performance Measurement Period. “Energy Shortfall Amount” means the amount of MWh resulting from the calculation of A – B. “Lost Output” means the sum of electric energy in MWh that would have been generated and delivered, but was not, on account of Force Majeure Event, Buyer’s failure to perform, System Emergency and Curtailment Order. The additional MWh comprising Lost Output shall be calculated in the same manner as Deemed Delivered Energy.

No payment shall be due if the calculation of (A - B) or (C - D) yields a negative number.

After each Contract Year, Buyer will send Seller Notice of the amount of damages owing, if any, which shall be payable to Buyer within thirty (30) days of such Notice; provided, however, that (a) if, in accordance with Section 4.7(a), the Parties agreed that Seller would retrospectively deliver Replacement Product for a given Performance Measurement Period in lieu of Seller paying some or all of the Energy Replacement Damages, and (b) Seller does not deliver all such Replacement Product in the Contract Year immediately following such Performance Measurement Period, then Seller shall pay to Buyer the portion of the Energy Replacement Damages that correspond to the amount of MWh by which the Energy Shortfall Item 3
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Amount for such Performance Measurement Period exceeds the sum of (A) retrospectively delivered Replacement Product plus (B) that amount of MWh for which Seller paid Energy Replacement Damages pursuant to Section 4.7(a).

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EXHIBIT F

FORM OF COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) of Commercial Operation is delivered by the undersigned, a licensed professional engineer and duly authorized representative of ____________________ in its capacity as independent engineer (“Engineer”) for purposes of this certification, to Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”), pursuant to the [agreement between Seller and Engineer] and in connection with that certain Renewable Power Purchase and Sale Agreement dated _______ (“Agreement”) by and between SunZia Wind South LLC (“Seller”) and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

Engineer hereby certifies and represents to Buyer the following:
(1) Wind turbines with a nameplate capacity of no less than of the Guaranteed Capacity have been installed at the Facility.
(2) Testing and commissioning of each wind turbine referred to in paragraph (1) above has been completed in accordance with its respective manufacturer’s specifications and each such wind turbine has delivered electricity to the Interconnection Point. (3) Authorization to parallel the Facility was obtained by the Participating Transmission Owner on [DATE].

EXECUTED on this ________ day of _____________, 20__.

Sincerely,
By:
[NAME], P.E.
[TITLE]
New Mexico License No. [##]
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EXHIBIT G

FORM OF INSTALLED CAPACITY CERTIFICATE
This certification (“Certification”) of Installed Capacity is delivered by the undersigned, a licensed professional engineer and duly authorized representative of ________________ in its capacity as independent engineer (“Engineer”) for purposes of this certification, to Silicon Valley Clean Energy Authority, a California joint powers authority (“Buyer”), pursuant to the [agreement between Seller and Engineer] and in connection with that certain Renewable Power Purchase and Sale Agreement dated __________ (“Agreement”) by and between SunZia Wind South LLC (“Seller”) and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of the date set forth below, [___] wind turbines with an aggregate nameplate capacity of [__], which is the Installed Capacity as of the date hereof, have been installed at the Facility, and testing and commissioning of each such wind turbines has been completed in accordance with the turbine supply agreement and each such wind turbine has delivered electricity to the Interconnection Point.

EXECUTED on this ________ day of _____________, 20__.

Sincerely,
By:
[NAME], P.E.
[TITLE]
New Mexico License No. [##]
Exp. [DATE]
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EXHIBIT H

NON-SPTO MODIFICATIONS
[Seller to provide]
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EXHIBIT I

FORM OF LETTER OF CREDIT
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [●]
DATE: [●]
BENEFICIARY:

APPLICANT:
[NAME, ADDRESS, CONTACT]
EXPIRATION DATE: [●]
AMOUNT/CURRENCY: [●]
AT THE REQUEST OF AND FOR THE ACCOUNT OF APPLICANT, WE, [INSERT BANK NAME AND ADDRESS] (“ISSUER”), HEREBY ESTABLISH IN YOUR FAVOR IN RESPECT OF

OBLIGATIONS OF APPLICANT OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER [●] (“LETTER OF CREDIT”) IN FAVOR OF [____] (“BENEFICIARY”), [BENEFICIARY ADDRESS],

WHEREBY, SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, BENEFICIARY

IS HEREBY AUTHORIZED TO DRAW ON US, BY SIGHT, AT ITS DRAWING STATEMENT AS PROVIDED HEREIN, FOR AN AGGREGATE AMOUNT UP TO BUT NOT EXCEEDING [●] (THE “FACE AMOUNT”).

WE ARE ADVISED THIS LETTER OF CREDIT IS IRREVOCABLE AND IS ESTABLISHED AS

DEVELOPMENT SECURITY PURSUANT TO THAT CERTAIN RENEWABLE POWER PURCHASE AND SALE AGREEMENT DATED AS OF ___________, 2025 BETWEEN APPLICANT AND

BENEFICIARY, AS AMENDED, SUPPLEMENTED, OR RESTATED FROM TIME TO TIME (THE “AGREEMENT”).

THIS LETTER OF CREDIT SHALL BE EFFECTIVE IMMEDIATELY AND SHALL EXPIRE ON [●],

WHICH IS ONE YEAR AFTER THE ISSUE DATE OF THIS LETTER OF CREDIT, OR ANY

EXPIRATION DATE EXTENDED IN ACCORDANCE WITH THE TERMS HEREOF (THE “EXPIRATION DATE”).

IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ADDITIONAL TWELVE (12) MONTH PERIODS

FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE, BUT IN NO EVENT TO AN EXPIRATION DATE LATER THAN [●], UNLESS AT LEAST NINETY (90) DAYS PRIOR TO THE

EXPIRATION DATE WE SEND NOTICE IN WRITING TO YOU VIA HAND DELIVERY OR

OVERNIGHT COURIER AT THE ABOVE ADDRESS, THAT WE ELECT NOT TO AUTOMATICALLY EXTEND THIS LETTER OF CREDIT FOR ANY ADDITIONAL PERIOD.

ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF CREDIT YOU MAY DRAW ON

US HEREUNDER FOR UP TO THE FULL UNUTILIZED AMOUNT AVAILABLE AS OF THE DATE OF DRAWING ON THIS LETTER OF CREDIT.

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PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED UNDER THIS LETTER OF CREDIT (PROVIDED THAT THE CUMULATIVE AGGREGATE AMOUNT THAT MAY BE DEMANDED

UNDER THIS LETTER OF CREDIT SHALL NOT EXCEED THE FACE AMOUNT), AND THIS

LETTER OF CREDIT SHALL REMAIN IN FULL FORCE AND EFFECT WITH RESPECT TO ANY CONTINUING BALANCE.

FUNDS UNDER THIS LETTER OF CREDIT SHALL BE AVAILABLE TO THE BENEFICIARY UPON

PRESENTATION TO US OF A DATED DRAWING CERTIFICATE IN THE FORM OF EXHIBIT A

HERETO (WHICH IS AN INTEGRAL PART OF THIS LETTER OF CREDIT) PURPORTEDLY SIGNED BY THE BENEFICIARY'S DULY AUTHORIZED REPRESENTATIVE. THE ORIGINAL OF

THIS LETTER OF CREDIT (AND ALL AMENDMENTS, IF ANY) IS NOT REQUIRED TO BE

PRESENTED IN CONNECTION WITH ANY PRESENTMENT OF A DRAWING CERTIFICATE BY

BENEFICIARY HEREUNDER IN ORDER TO RECEIVE PAYMENT, UNLESS IT IS THE FULL AND

FINAL DRAW THEN THE ORIGINAL LETTER OF CREDIT AND ANY AND ALL AMENDMENTS MUST BE RETURNED FOR DISPOSITION PURPOSES.

THE DRAWING CERTIFICATE MAY BE PRESENTED BY (A) PHYSICAL DELIVERY TO [ADDRESS], OR (B) AS A PDF ATTACHMENT TO AN EMAIL TO [BANK EMAIL ADDRESS], AS FOLLOWS:

DRAWINGS PRESENTED TO US BY EMAIL (EACH, AN “EMAIL DRAWING”) MUST COME

FROM ONE OF THE EMAIL ADDRESS(ES) (INSERT BENEFICIARY EMAIL(S)) OF BENEFICIARY AND MUST BE SENT TO EACH OF THE FOLLOWING EMAIL ADDRESSES: [●] AND [●]. EACH

REQUESTED EMAIL DRAWING MUST BE CONFIRMED BY CALLING US AT TELEPHONE NUMBER [●], AND NO EMAIL DRAWING SHALL BE COMPLETE UNTIL SO CONFIRMED. IF

YOU PRESENT AN EMAIL DRAWING UNDER THIS LETTER OF CREDIT YOU DO NOT NEED

TO PRESENT THE ORIGINAL OF ANY DRAWING DOCUMENTS AND IF WE RECEIVE ANY SUCH ORIGINAL DRAWING DOCUMENTS THEY WILL NOT BE EXAMINED BY US. IF A

DRAWING IS THE FINAL DRAWING UNDER THIS LETTER OF CREDIT OR A DRAWING FOR

THE FULL AMOUNT THEN AVAILABLE UNDER THIS LETTER OF CREDIT THE ORIGINAL

LETTER OF CREDIT MUST BE PROMPTLY RETURNED TO US BY OVERNIGHT COURIER FOLLOWING SUCH DRAWING.

IN THE EVENT A DRAWING IS COMPLIANT AND HONORED BY CoBank ACB FUNDS ARE TO BE REMITTED TO THE BENEFICIARY PER PAYMENT INSTRUCTIONS AS FOLLOWS:

BENEFICIARY BANK: _______________________________
ABA NUMBER: _______________________________
BENEFICIARY ACCOUNT NUMBER: _______________________________ OR (C) BY FACSIMILE TO [FAX NUMBER] WITH PHONE NOTIFICATION TO THE US AT TIME OF TRANSMISSION.

ALL PAYMENTS MADE UNDER THIS LETTER OF CREDIT SHALL BE MADE WITH ISSUER’S

OWN IMMEDIATELY AVAILABLE FUNDS BY MEANS OF WIRE TRANSFER IN IMMEDIATELY AVAILABLE UNITED STATES DOLLARS TO BENEFICIARY’S ACCOUNT AS INDICATED BY

BENEFICIARY IN ITS DRAWING CERTIFICATE OR IN A COMMUNICATION ACCOMPANYING ITS DRAWING CERTIFICATE.

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WE HEREBY AGREE THAT THE DRAWING DOCUMENTS DRAWN UNDER AND IN

COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED BY

US UPON DELIVERY OF THE ABOVE SPECIFIED DRAWING CERTIFICATE, IF PRESENTED ON OR BEFORE THE EXPIRATION DATE AS SPECIFIED HEREIN.

AS STIPULATED HEREIN, “BUSINESS DAY” SHALL MEAN ANY DAY OTHER THAN A

SATURDAY, SUNDAY OR A DAY ON WHICH BANKING INSTITUTIONS IN THE STATE OF CALIFORNIA ARE AUTHORIZED OR REQUIRED BY LAW TO CLOSE. IF ANY DRAWING OR

THE DOCUMENTATION PRESENTED IN CONNECTION THEREWITH, DOES NOT CONFORM TO

THE TERMS AND CONDITIONS HEREOF, WE WILL ADVISE YOU OF THE SAME BY TELEPHONE OR FACSIMILE AND GIVE THE REASONS FOR SUCH NON-CONFORMANCE.

THIS LETTER OF CREDIT IS ISSUED SUBJECT TO THE RULES OF THE ‘INTERNATIONAL STANDBY PRACTICES 1998’, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590 (‘ISP98’) AND AS TO MATTERS NOT ADDRESSED BY ISP98 SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

NOTWITHSTANDING ANY REFERENCE IN THIS LETTER OF CREDIT TO ANY OTHER

DOCUMENTS, INSTRUMENTS OR AGREEMENTS (OTHER THAN AS SET FORTH IN THE

IMMEDIATELY PRIOR PARAGRAPH), THIS LETTER OF CREDIT CONTAINS THE ENTIRE

AGREEMENT BETWEEN BENEFICIARY AND ISSUER RELATING TO THE OBLIGATIONS OF ISSUER HEREUNDER.

OTHER THAN AS PROVIDED HEREIN, COMMUNICATIONS WITH RESPECT TO THIS LETTER

OF CREDIT SHALL BE IN WRITING, SHALL SPECIFICALLY REFER TO BENEFICIARY AND TO OUR LETTER OF CREDIT NO. [●], AND SHALL BE ADDRESSED TO: [●] OR THE ADDRESS STATED ABOVE.

ALL NOTICES TO BENEFICIARY SHALL BE IN WRITING AND ARE REQUIRED TO BE SENT BY CERTIFIED LETTER, OVERNIGHT COURIER OR DELIVERED IN PERSON TO: [BENEFICIARY], ATTN: [BENEFICIARY ADDRESS]. ONLY NOTICES TO BENEFICIARY MEETING THE REQUIREMENTS OF THIS PARAGRAPH SHALL BE CONSIDERED VALID. ANY NOTICE TO

BENEFICIARY WHICH IS NOT IN ACCORDANCE WITH THIS PARAGRAPH SHALL BE VOID AND OF NO FORCE OR EFFECT.

ALL COSTS RELATED TO THIS LETTER OF CREDIT SHALL BE PAID BY THE APPLICANT.

ALL PARTIES TO THIS LETTER OF CREDIT ARE ADVISED THAT THE U.S. GOVERNMENT HAS

IN PLACE CERTAIN SANCTIONS AGAINST CERTAIN COUNTRIES, TERRITORIES, INDIVIDUALS, ENTITIES, AND VESSELS. ISSUER ENTITIES, INCLUDING BRANCHES AND, IN

CERTAIN CIRCUMSTANCES, SUBSIDIARIES, ARE/WILL BE PROHIBITED FROM ENGAGING IN TRANSACTIONS OR OTHER ACTIVITIES WITHIN THE SCOPE OF APPLICABLE SANCTIONS.

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EXHIBIT “A”

DRAWING CERTIFICATE
TO: [- ]
RE: IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER [●] ISSUED BY [ISSUING BANK] TO [BENEFICIARY] (“LETTER OF CREDIT”); CAPITALIZED TERMS USED BUT NOT DEFINED

IN THIS DRAWING CERTIFICATE HAVE THE MEANINGS ASCRIBED TO THEM IN THE LETTER

OF CREDIT)
THIS IS A DRAWING CERTIFICATE UNDER THE ABOVE-MENTIONED LETTER OF CREDIT.

I, , AN AUTHORIZED REPRESENTATIVE OF [BENEFICIARY], DO HEREBY CERTIFY THAT:

APPLICANT AND BENEFICIARY ARE PARTY TO THAT CERTAIN RENEWABLE POWER PURCHASE AND SALE AGREEMENT DATED AS OF ___________, 2025, AS AMENDED, SUPPLEMENTED, OR RESTATED FROM TIME TO TIME (THE “AGREEMENT”). [CHOOSE ONLY ONE OF THE FOLLOWING]
(1) BENEFICIARY IS MAKING A DRAWING UNDER THIS LETTER OF CREDIT IN THE AMOUNT OF U.S. $___________ BECAUSE [A SELLER EVENT OF DEFAULT (AS SUCH TERM IS DEFINED IN THE AGREEMENT) HAS OCCURRED OR OTHER

OCCASION PROVIDED FOR IN THE AGREEMENT WHERE BENEFICIARY IS AUTHORIZED TO DRAW ON THE LETTER OF CREDIT HAS OCCURRED][OR][A

COD DELAY DAMAGES PAYMENT (AS SUCH TERM IS DEFINED IN THE AGREEMENT) IS DUE UNDER THE AGREEMENT].
(2) BENEFICIARY IS MAKING A DRAWING UNDER THIS LETTER OF CREDIT IN THE AMOUNT OF U.S. $___________, WHICH EQUALS THE FULL AVAILABLE

AMOUNT UNDER THE LETTER OF CREDIT, BECAUSE APPLICANT IS

REQUIRED TO MAINTAIN THE LETTER OF CREDIT IN FORCE AND EFFECT

BEYOND THE EXPIRATION DATE OF THE LETTER OF CREDIT BUT HAS FAILED

TO PROVIDE BENEFICIARY WITH A REPLACEMENT LETTER OF CREDIT OR OTHER ACCEPTABLE INSTRUMENT WITHIN SIXTY (60) DAYS PRIOR TO SUCH EXPIRATION DATE.

IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT, [BENEFICIARY] IS ENTITLED TO AND HEREBY DEMANDS PAYMENT OF USD _________, SUCH AMOUNT TO BE PAID TO [BENEFICIARY] BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO: (INSERT WIRE INSTRUCTIONS), WHICH, [____] CERTIFIES IT IS ENTITLED TO UNDER THE AGREEMENT.

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COMMUNICATIONS TO ME CONCERNING THIS DRAWING CERTIFICATE MAY BE MADE AT FOLLOWING TELEPHONE AND FACSIMILE NUMBERS: ____________; _________________.

IN WITNESS WHEREOF, [BENEFICIARY] THROUGH ITS AUTHORIZED REPRESENTATIVE HAS EXECUTED AND DELIVERED THIS DRAWING CERTIFICATE THIS DAY OF , 20 _. [____]
BY:

NAME:

TITLE:

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EXHIBIT J

FORM OF GUARANTY
This Guaranty (this “Guaranty”) is entered into as of [_____] (the “Effective Date”) by and between [_____], a [______] (“Guarantor”), and Silicon Valley Clean Energy Authority, a California joint powers authority (together with its successors and permitted assigns, “Buyer”).

Recitals
A. Buyer and SunZia Wind South LLC, a Delaware limited liability company (“Seller”), entered into that certain Renewable Power Purchase and Sale Agreement (as amended, restated or otherwise modified from time to time, the “PPA”) dated as of [____], 20___.

B. Guarantor is entering into this Guaranty as Performance Security to secure Seller’s obligations under the PPA, as required by Section 8.8 of the PPA.

C. It is in the best interest of Guarantor to execute this Guaranty inasmuch as Guarantor will derive substantial direct and indirect benefits from the execution and delivery of the PPA.

D. Initially capitalized terms used but not defined herein have the meaning set forth in the PPA.

Agreement

1. Guaranty. For value received, Guarantor does hereby unconditionally, absolutely and irrevocably guarantee, as primary obligor and not as a surety, to Buyer the full, complete and prompt payment by Seller of any and all amounts and payment obligations now or hereafter owing from Seller to Buyer under the PPA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the PPA, provided, that Guarantor’s aggregate liability under or arising out of this Guaranty shall not exceed the sum of ________ Dollars ($___________), plus reasonable costs incurred by Buyer in enforcing this Guaranty, if successful (the “Guaranteed Amount”). The Parties understand and agree that any payment by Guarantor shall thereafter reduce the Guaranteed Amount hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein.

2. Demand Notice. For avoidance of doubt, a payment shall be due for purposes of this Guaranty only when and if a payment is due and payable by Seller to Buyer under the terms and conditions of the Agreement. If Seller fails to pay any Guaranteed Amount as required pursuant to the PPA for five (5) Business Days following Seller’s receipt of Buyer’s written notice of such failure (the “Demand Notice”), then Buyer may elect to exercise its rights under this Guaranty and may make a demand upon Guarantor (a “Payment Demand”) for such unpaid Guaranteed Amount. A Payment Demand shall be in writing and shall reasonably specify in what manner and what amount Seller has failed to pay and an explanation of why such payment is due and owing, with a specific statement that Buyer is requesting that Item 3
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Guarantor pay under this Guaranty. Guarantor shall, within five (5) Business Days following its receipt of the Payment Demand, pay the Guaranteed Amount to Buyer.

3. Scope and Duration of Guaranty. This Guaranty applies only to the Guaranteed Amount.

This Guaranty shall continue in full force and effect from the Effective Date until the earlier of the following: (x) all Guaranteed Amounts have been paid in full (whether directly or indirectly through set-off or netting of amounts owed by Buyer to Seller), or (y) replacement Performance Security is provided in an amount and form required by the terms of the PPA. Further, this Guaranty (a) shall remain in full force and effect without regard to, and shall not be affected or impaired by any invalidity, irregularity or unenforceability in whole or in part of this Guaranty, and (b) subject to the preceding sentence, shall be discharged only by complete performance of the undertakings herein. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be released, discharged, or otherwise affected and this Guaranty shall not be invalidated or impaired or otherwise affected for the following reasons:
(i) the extension of time for the payment of any Guaranteed Amount, or (ii) any amendment, modification or other alteration of the PPA, or (iii) any indemnity agreement Seller may have from any party, or (iv) any insurance that may be available to cover any loss, except to the extent insurance proceeds are used to satisfy the Guaranteed Amount, or (v) any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, Seller or any of its assets, including but not limited to any rejection or other discharge of Seller’s obligations under the PPA imposed by any court, trustee or custodian or any similar official or imposed by any law, statue or regulation, in each such event in any such proceeding, or
(vi) the release, modification, waiver or failure to pursue or seek relief with respect to any other guaranty, pledge or security device whatsoever, or (vii) any payment to Buyer by Seller that Buyer subsequently returns to Seller pursuant to court order in any bankruptcy or other debtor-relief proceeding, or (viii) those defenses based upon (A) the legal incapacity or lack of power or authority of any person, including Seller and any representative of Seller to enter into the PPA or perform its obligations thereunder, (B) lack of due execution, delivery, validity or enforceability, including of the PPA, or (C) Seller’s inability to pay any Guaranteed Amount or perform its obligations under the PPA, or (ix) any other event or circumstance that may now or hereafter constitute a defense to payment of the Guaranteed Amount, including, without limitation, statute of frauds and accord and satisfaction;
provided that Guarantor reserves the right to assert for itself any defenses, setoffs or counterclaims that Seller is or may be entitled to assert against Buyer (except for such defenses, setoffs or counterclaims that may be asserted by Seller with respect to the PPA, but that are expressly waived under any provision of this Guaranty).

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4. Waivers by Guarantor. Guarantor hereby unconditionally waives as a condition precedent to the performance of its obligations hereunder, with the exception of the requirements in Paragraph 2, (a) notice of acceptance, presentment or protest with respect to the Guaranteed Amounts and this Guaranty, (b) notice of any action taken or omitted to be taken by Buyer in reliance hereon, (c) any requirement that Buyer exhaust any right, power or remedy or proceed against Seller under the PPA, and (d) any event, occurrence or other circumstance which might otherwise constitute a legal or equitable discharge of a surety. Without limiting the generality of the foregoing waiver of surety defenses, it is agreed that the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder:
(i) at any time or from time to time, without notice to Guarantor, the time for payment of any Guaranteed Amount shall be extended, or such performance or compliance shall be waived; (ii) the obligation to pay any Guaranteed Amount shall be modified, supplemented or amended in any respect in accordance with the terms of the PPA; (iii) (a) sale, transfer or consolidation of Seller into or with any other entity, (b) sale of substantial assets by, or restructuring of the corporate existence of, Seller or (c) change in ownership of any membership interests of, or other ownership interests in, Seller; or (iv) the failure by Buyer or any other person to create, preserve, validate, perfect or protect any security interest granted to, or in favor of, Buyer or any person.

5. Subrogation. Notwithstanding any payments that may be made hereunder by the Guarantor, Guarantor hereby agrees that until the earlier of payment in full of all Guaranteed Amounts or expiration of the Guaranty in accordance with Section 3, it shall not be entitled to, nor shall it seek to, exercise any right or remedy arising by reason of its payment of any Guaranteed Amount under this Guaranty, whether by subrogation or otherwise, against Seller or seek contribution or reimbursement of such payments from Seller.

6. Representations and Warranties. Guarantor hereby represents and warrants that (a) it has all necessary and appropriate limited liability company powers and authority and the legal right to execute and deliver, and perform its obligations under, this Guaranty, (b) this Guaranty constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting enforcement of creditors’ rights or general principles of equity, (c) the execution, delivery and performance of this Guaranty does not and will not contravene Guarantor’s organizational documents, any applicable law or any contractual provisions binding on or affecting Guarantor, (d) there are no actions, suits or proceedings pending before any court, governmental agency or arbitrator, or, to the knowledge of the Guarantor, threatened, against or affecting Guarantor or any of its properties or revenues which may, in any one case or in the aggregate, adversely affect the ability of Guarantor to enter into or perform its obligations under this Guaranty, and (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority, and no consent of any other Person (including, any stockholder or creditor of the Guarantor), that has not heretofore been obtained is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by Guarantor.

7. Notices. Notices under this Guaranty shall be deemed received if sent to the address specified below: (i) on the day received if served by overnight express delivery, and (ii) four business days after mailing if sent by certified, first class mail, return receipt requested. If transmitted by facsimile, such notice shall be deemed received when the confirmation of transmission thereof is received by the party giving the notice. Any party may change its address or facsimile to which notice is given hereunder by providing notice of the same in accordance with this Paragraph 7.

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If delivered to Buyer, to it at [____]
Attn: [____]
Fax: [____]
If delivered to Guarantor, to it at [____]
Attn: [____]
Fax: [____]

8. Governing Law and Forum Selection. This Guaranty shall be governed by, and interpreted and construed in accordance with, the laws of the United States and the State of California, excluding choice of law rules. The Parties agree that any suit, action or other legal proceeding by or against any party (or its affiliates or designees) with respect to or arising out of this Guaranty shall be brought in the federal courts of the United States sitting in the County of Santa Clara, California.

9. Miscellaneous. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyer and its successors and permitted assigns pursuant to the PPA.

No provision of this Guaranty may be amended or waived except by a written instrument executed by Guarantor and Buyer. This Guaranty is not assignable by Guarantor without the prior written consent of Buyer.

No provision of this Guaranty confers, nor is any provision intended to confer, upon any third party (other than Buyer’s successors and permitted assigns) any benefit or right enforceable at the option of that third party. This Guaranty embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings of the parties hereto, verbal or written, relating to the subject matter hereof. If any provision of this Guaranty is determined to be illegal or unenforceable (i) such provision shall be deemed restated in accordance with applicable Laws to reflect, as nearly as possible, the original intention of the parties hereto and (ii) such determination shall not affect any other provision of this Guaranty and all other provisions shall remain in full force and effect. This Guaranty may be executed in any number of separate counterparts, each of which when so executed shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Guaranty may be executed and delivered by electronic means with the same force and effect as if the same was a fully executed and delivered original manual counterpart.

10. WAIVER OF JURY TRIAL; JUDICIAL REFERENCE.
(a) JURY WAIVER. EACH PARTY HERETO HEREBY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR

RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,

IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)

ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO

ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
(b) JUDICIAL REFERENCE. IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY

PARTY HERETO IN CONNECTION WITH ANY CONTROVERSY, DISPUTE OR CLAIM

DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) (EACH, A “CLAIM”) AND

THE WAIVER SET FORTH IN THE PRECEDING PARAGRAPH IS NOT ENFORCEABLE IN SUCH Item 3
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ACTION OR PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:
(i) ANY CLAIM (INCLUDING BUT NOT LIMITED TO ALL DISCOVERY AND LAW

AND MOTION MATTERS, PRETRIAL MOTIONS, TRIAL MATTERS AND POST-TRIAL MOTIONS) WILL BE DETERMINED BY A GENERAL REFERENCE

PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES

INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY

ENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638.
(ii) UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCH

WRITTEN REQUEST, THEN, ANY PARTY MAY REQUEST THE COURT TO

APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL
PROCEDURE SECTION 640(B).
(iii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A

GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY.

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered by its duly authorized representative on the date first above written.

GUARANTOR:
[_______]
By:

Printed Name:

Title:

BUYER:
[_______]
By:

Printed Name:

Title:

By:

Printed Name:

Title:

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EXHIBIT K

NOTICES

SUNZIA WIND SOUTH LLC SILICON VALLEY CLEAN ENERGY

AUTHORITY
All Notices:

Street: 1088 Sansome St.

City: San Francisco, CA
Attn: Chief Legal Officer
Phone:

Fax:

Email:

All Notices:
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Attn: Monica Padilla, CEO and Kris Van Vactor,
Director of Power Resources
Phone:

Email:

Reference Numbers: Reference Numbers:

Invoices:

Attn: Accounts Payable
Phone:

Email:

Invoices:

Attn: Power Supply Group
Phone
Email:

Scheduling:

Attn: 24/7 Operations Control Center
888 Westheimer Road, Suite 213
Houston, TX 77006
Email:

Phone:

Facsimile:

Scheduling:

Attn: Tenaska
Team Email:

Attn: 24x7 Operations Desk
Phone:

Email:

Attn:

Phone:

Email:

Attn:

Email:

Outage information:

Resource testing information:

Confirmations:

Attn: Pattern Energy Settlements
Phone:

Email:

Confirmations:

Kris Van Vactor, Director of Power Resources
Phone:

Email:

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SUNZIA WIND SOUTH LLC SILICON VALLEY CLEAN ENERGY

AUTHORITY
Payments:

Attn: Accounts Payable
Phone:

Email:

Payments:

Attn: Finance Group
Phone:

Email:

Wire Transfer: Wire Transfer:

Emergency Contact:

Attn: 24/7 Operations Control Center
Phone: (713) 308-4242
Email: [email protected]
With additional Notices of an Event of Default
to:

Michael Callahan, General Counsel
Email:
and to:

Attn:

Email:

Attn:

Email:

Emergency Contact:

Attn: Monica Padilla, CEO
Phone:

Email:

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EXHIBIT L

OPERATING RESTRICTIONS
Operating restrictions of the Facility for Market Curtailment Periods are as follows:
• Interconnection Capacity (Maximum Injection Amount):
• Minimum operating capacity:
• Maximum number of start-ups per calendar day (if any such operational limitations exist):

N/A
• Ramp Rate:
• Minimum Down Time:
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EXHIBIT M

FORM OF SELLER COMMERCIAL OPERATION DATE CERTIFICATE
This certification (“Certification”) is delivered by the undersigned (“Authorized Representative”), a duly authorized representative of SunZia Wind South LLC in connection with that certain Renewable Power Purchase and Sale Agreement dated [DATE] (“Agreement”) by and between SunZia Wind South LLC (“Seller”) and Buyer. All capitalized terms used in this Certification but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.

As of [DATE], Authorized Representative hereby certifies and represents to Buyer the following:
(1) The Facility is fully operational, reliable and interconnected, fully integrated and synchronized with the Transmission System.
(2) The Facility’s testing included a performance test demonstrating peak electrical output of no less than of the Guaranteed Capacity for the Facility at the Interconnection Point, as adjusted for ambient conditions on the date of the Facility testing, and such peak electrical output, as adjusted, was [____ MW]. (3) The Participating Transmission Owner has provided documentation supporting full unrestricted release for Commercial Operation on [DATE]. (4) The CAISO has provided notification that the Energy generation from a portion of the Facility that is no smaller than the Guaranteed Capacity may be scheduled into the CAISO markets on an unconditional basis in accordance with the CAISO Tariff and Business Practice Manual(s) as applicable, including the New Resource Implementation process.

EXECUTED by [AUTHORIZED REPRESENTATIVE]
this ________ day of _____________, 20__.

By:

Printed Name:

Title:

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EXHIBIT N

FORM OF LIMITED ASSIGNMENT AGREEMENT
This Limited Assignment Agreement (this “Agreement”) is entered into as of [____] (the “Assignment Agreement Effective Date”) by and among SunZia Wind South LLC, a Delaware limited liability company (“PPA Seller”), Silicon Valley Clean Energy Authority, a joint powers authority and a community choice aggregator organized under the laws of the State of California (“PPA Buyer”), and Morgan Stanley Capital Group Inc., a Delaware corporation (“MSCG”).

RECITALS
WHEREAS, PPA Buyer and PPA Seller are parties to that certain PPA identified on Appendix 1 hereto;
WHEREAS, in connection with a prepaid electricity transaction between [_______] (“Issuer”) and Morgan Stanley Energy Structuring, L.L.C. (“MSES”), and with effect from and including the Assignment Period Start Date (as defined below), PPA Buyer wishes to transfer by limited assignment to MSCG, and MSCG wishes to accept the transfer by limited assignment of, the Assigned Rights and Obligations (as defined below) for the duration of the Assignment Period (as defined below); WHEREAS, pursuant to this Agreement, during the Assignment Period, MSCG will receive the Assigned Product in the Assigned Monthly Quantity and MSCG will deliver such Assigned Product to MSES, which will redeliver such Assigned Product to Issuer for ultimate redelivery to PPA Buyer; and WHEREAS, pursuant to this Agreement, during the Assignment Period, MSCG will assume responsibility for the Delivered Product Payment Obligation.

THEREFORE, in consideration of the premises above and the mutual covenants and agreements herein set forth, PPA Seller, PPA Buyer and MSCG (the “Parties” hereto; each is a “Party”) agree as follows:

AGREEMENT

1. Definitions.

Unless the context otherwise specifies or requires, or defined below, capitalized terms used but not defined in this Agreement have the meanings set forth in the PPA. The following terms, when used in this Agreement and identified by the capitalization of the first letter thereof, have the respective meanings set forth below, unless the context otherwise requires:
“Agreement” has the meaning specified in the first paragraph above. “Assigned Monthly Quantity” means the first [___] MWhs of Assigned Product delivered in accordance with the PPA by PPA Seller in each Month during the Assignment Period. “Assigned Product” means (i) PV Energy and (ii) Green Attributes (PCC1). “Assigned Rights and Obligations” means (i) the rights of PPA Buyer under the PPA to receive the Assigned Monthly Quantity of Assigned Product in each Month during the Assignment Period, as such rights may be limited or further described in the “Further Information” section on Appendix 1, and (ii) the Item 3
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Delivered Product Payment Obligation, which right and obligation are transferred and conveyed to MSCG hereunder, but which shall not relieve PPA Buyer of its obligations under the PPA in any respects. “Assignment Early Termination Date” has the meaning specified in Section 4(b). “Assignment Period” has the meaning specified in Section 4(a). “Assignment Period End Date” means 11:59:59 p.m. pacific prevailing time on [____]. “Assignment Period Start Date” means [_____].
“Custodian” means The Bank of New York Mellon Trust Company, N.A., a national banking association.
“Delivered Product Payment Obligation” has the meaning specified in Section 3(a). “Issuer” means [____], a [____] [NOTE: This will be the JPA or other entity formed for purposes of issuing municipal bonds for the prepaid transaction.]. “Month” means a calendar month.
“Monthly Gross Amount” has the meaning specified in Section 3(c). “MSCG” has the meaning specified in the first paragraph of this Agreement. “MSES” means Morgan Stanley Energy Structuring, L.L.C., a Delaware limited liability company. “PPA Buyer” has the meaning specified in the first paragraph of this Agreement. “PPA Seller” has the meaning specified in the first paragraph of this Agreement. “Prepaid Agreement” means that certain Prepaid Energy Sales Agreement dated as of [____] by and between MSES and Issuer.
“Prepay Power Supply Contract” means that certain Prepay Power Supply Contract dated [____] by and between PPA Buyer and Issuer.
“Receivables” has the meaning given to such term in Section 3(g). “Retained Rights and Obligations” has the meaning specified in Section 3.

2. Transfer and Undertakings.
(a) PPA Buyer hereby assigns, transfers and conveys to MSCG all right, title and interest in and to the rights of PPA Buyer under the PPA to receive delivery of the Assigned Product in the Assigned Monthly Quantity during the Assignment Period. In connection with this assignment, PPA Buyer hereby delegates to MSCG the Assigned Rights and Obligations during the Assignment Period. (b) PPA Seller hereby consents to PPA Buyer’s assignment, transfer and conveyance of all right, title and interest in and to the Assigned Product and Assigned Rights and Obligations to MSCG and Item 3
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the exercise and performance by MSCG of the Assigned Rights and Obligations during the Assignment Period.
(c) MSCG hereby accepts such assignment, transfer and conveyance of the Assigned Rights and Obligations during the Assignment Period and agrees to perform any such Assigned Rights and Obligations due from it during the Assignment Period.

3. Limited Assignment.

The Parties acknowledge and agree that (i) the Assigned Rights and Obligations include only a portion of PPA Buyer’s rights and obligations under the PPA, and that all rights and obligations (including without limitation obligations with respect to payment for any Product not included in the Assigned Product, any Assigned Product not included in the Assigned Monthly Quantity of Assigned Product, and any other amounts owed under the PPA) arising under the PPA that are not expressly included in the Assigned Rights and Obligations shall be “Retained Rights and Obligations” that are retained solely by PPA Buyer, and (ii) the Retained Rights and Obligations include all rights and obligations of PPA Buyer arising during the Assignment Period except the rights and obligations expressly included in the Assigned Rights and Obligations. In this regard:
(a) Limited to Delivered Product Payment Obligation. MSCG’s sole obligation hereunder will be to pay the Floating Price Payments into the Custodial Account as such terms are defined in and described on Appendix 1 (the “Delivered Product Payment Obligation”). MSCG and PPA Buyer each agree to instruct the Custodian in accordance with Section 3(c) hereof to pay PPA Seller for the Assigned Product delivered during each Month of the Assignment Period on each applicable payment date under Section 8.2 of the PPA for a quantity up to, but not exceeding, the Assigned Monthly Quantity, at the Renewable Rate as set forth in the PPA. PPA Buyer shall remain responsible for any payment obligations under the PPA during the Assignment Period, and shall remain so responsible to make such payments by the times and on the terms set out in the PPA in the event that either (i) MSCG does not make the payments into the Custodial Account as described above or (ii) the Custodian does not make the payments to the PPA Seller from the Custodial Account as described above.
(b) Retained Rights and Obligations. Any claims arising or existing in connection with or related to the PPA, whether related to performance by PPA Seller, PPA Buyer or MSCG, and whether arising before, during or after the Assignment Period, in each case excluding the Delivered Product Payment Obligation, will be included in the Retained Rights and Obligations, and any such claim will be resolved exclusively between PPA Seller and PPA Buyer in accordance with the PPA. (c) Invoicing. During the Assignment Period, PPA Seller shall continue to provide PPA Buyer a monthly invoice of amounts owing under the PPA, which invoice shall show the total amount due to PPA Seller under the PPA for such Month (the “Monthly Gross Amount”). Promptly following PPA Buyer’s receipt of each monthly invoice from PPA Seller during the Assignment Period and, in any event, no later than seven days thereafter, PPA Buyer shall deliver (i) a copy of such monthly invoice and the related supporting data to MSCG (ii) a statement to each of MSCG and the Custodian indicating (A) the Monthly Gross Amount; (B) the Delivered Product Payment Obligation; and (C) the Retained Payment Obligation.

PPA Buyer and MSCG covenant and agree to instruct the Custodian to pay the Monthly Gross Amount to PPA Seller on or before the applicable payment date in the PPA, provided, that the liability of MSCG hereunder to PPA Seller is limited as described on Appendix 1. PPA Buyer and MSCG may agree in a separate writing as to the allocation of the Monthly Gross Amount between PPA Buyer and MSCG of amounts paid by the Custodian to PPA Seller hereunder. At all times, PPA Buyer remains liable to PPA Seller for all amounts due and owing under the PPA.

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(d) Scheduling. All scheduling of Assigned Product and other communications related to the PPA shall take place between PPA Buyer and PPA Seller pursuant to the terms of the PPA; provided that during the Assignment Period (i) title to Assigned Product will pass to MSCG upon delivery by PPA Seller at the Delivery Point in accordance with the PPA; (ii) immediately thereafter, title to such Assigned Product will pass to MSES, Issuer and then to PPA Buyer upon delivery by MSCG at the same point where title is passed to MSCG pursuant to clause (i) above; (iii) PPA Buyer will be deemed to be acting as MSCG’s agent with regard to scheduling Assigned Product; and (iv) PPA Buyer will provide copies to MSCG of (A) any notice of a Force Majeure Event delivered under the PPA, (B) any notice of a default or of a breach or other event that, if not cured within an applicable grace period, could result in an Event of Default, (C) annual forecasts and monthly forecasts with respect to the Assigned Product delivered by PPA Seller under Sections 4.3(a) and 4.3(b) of the PPA, (D) invoices delivered by PPA Seller under Section 8.1 of the PPA (with a copy to the Custodian if and to the extent retained by PPA Buyer and MSCG), and (E) any other information reasonably requested by MSCG relating to Assigned Product. (e) Amendments. PPA Buyer will provide written notice (including copies thereof) of any amendment, waiver, supplement, modification, or other changes to the PPA to MSCG relating to the Assigned Rights and Obligations, and the Parties hereby acknowledge and agree that an amendment, waiver, supplement, modification or other change will not have any effect on MSCG’s rights or obligations under this Agreement until and unless MSCG receives written notice thereof. (f) Reserved.
(g) Setoff of Receivables. Pursuant to the Prepaid Agreement, MSES has agreed to purchase the rights to payment of the net amounts owed by PPA Buyer under the Prepay Power Supply Contract (“Receivables”) in the case of non-payment by PPA Buyer. To the extent any such Receivables relate to Assigned Product purchased by MSCG pursuant to the Assigned Rights and Obligations, MSES may sell such Receivables to MSCG and MSCG may transfer such Receivables (excluding any penalties, late payment fees, late payment interest or other fees, costs or interest included in such Receivables) to PPA Seller and apply the face amount of such Receivables (excluding any penalties, late payment fees, late payment interest or other fees, costs or interest included in such Receivables) as a reduction to any Delivered Product Payment Obligations; provided, however, that (1) at no time shall PPA Seller be required to pay MSCG for any amounts by which such Receivables exceed any Delivered Product Payment Obligations, and (2) at all times, PPA Buyer remains liable to PPA Seller for all amounts due and owing under the PPA including the Monthly Gross Amount under each invoice.

4. Assignment Period; Assignment Early Termination.
(a) Assignment Period. The “Assignment Period” shall begin on the Assignment Period Start Date and extend until the Assignment Period End Date; provided that in no event shall the Assignment Period extend past an Assignment Early Termination Date; and further provided that the Assignment Period will automatically terminate upon the expiration or early termination of either the Delivery Term or the PPA.
(b) Early Termination. An “Assignment Early Termination Date” will occur under the following circumstances and as of the dates specified below:
i. delivery of a written notice of termination by either MSCG or PPA Buyer to each of the other Parties hereto;
ii. delivery of a written notice of termination by PPA Seller to each of MSCG and PPA Buyer following MSCG’s failure to pay when due any amounts owed to PPA Seller in respect Item 3
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of any Delivered Product Payment Obligation and such failure continues for three (3) Business Days following receipt by MSCG of written notice thereof; iii. delivery of a written notice by PPA Seller if any of the events described in Section 1.1, definition of “Bankrupt” of the PPA, occurs with respect to MSCG; or iv. delivery of a written notice by MSCG if any of the events described in Section 1.1, definition of “Bankrupt” of the PPA, occurs with respect to PPA Seller. (c) Reversion of Assigned Rights and Obligations. The Assignment Period will end at the end of the last delivery hour on the date specified in the termination notice provided pursuant to Section 4(b), which date shall not be earlier than the end of the last day of the Month in which such notice is delivered if termination is pursuant to clause (b)(i) or (b)(ii) above. The Parties acknowledge and agree that upon the occurrence of an Assignment Early Termination Date and at the expiration of the Assignment Period the Assigned Rights and Obligations will revert from MSCG to PPA Buyer. Any Assigned Rights and Obligations that would become due for payment or performance on or after such Assignment Early Termination Date shall immediately and automatically revert from MSCG to PPA Buyer, provided that (i) MSCG shall remain responsible for the Delivered Product Payment Obligation with respect to any Assigned Product delivered to MSCG prior to the Assignment Early Termination Date or prior to the expiration of the Assignment Period, and (ii) any legal restrictions on the effectiveness of such reversion (whether arising under bankruptcy law or otherwise) shall not affect the occurrence of the Assignment Early Termination Date or the expiration of the Assignment Period.

5. Representations and Warranties.
(a) Copy of PPA. As of the Assignment Agreement Effective Date, PPA Seller and PPA Buyer represent and warrant to MSCG that a true, complete, and correct copy of the PPA as of such date is attached hereto as Appendix 3.
(b) No Default. As of the Assignment Agreement Effective Date, PPA Seller and PPA Buyer represent and warrant to MSCG that no event or circumstance exists (or would exist with the passage of time or the giving of notice) that would give either of them the right to terminate the PPA or suspend performance thereunder.
(c) Representations. Each Party represents to each of the other Parties as of the Assignment Agreement Effective Date:
i. Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing. ii. Powers. It has the power to execute, deliver and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance.
iii. No Violation or Conflict. Such execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the incurrence by such Party of its obligations under this Agreement, will not result in any violation of, or conflict with: (i) any term of any material contract or agreement applicable to it; (ii) any of its charter, bylaws, or other constitutional documents; (iii) any determination or award of any arbitrator applicable to it; or (iv) any license, permit, franchise, judgment, writ, injunction or regulation, decree, order, charter, law, ordinance, rule or regulation of any Government Agency presently in Item 3
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effect, applicable to it or any of its assets or properties or to any obligations incurred by it or by which it or any of its assets or properties or obligations are bound or affected, and shall not cause a breach of, or default under, any such term or result in the creation of any lien upon any of its properties or assets.
iv. Consents. All consents, approvals, orders or authorizations of, registrations, declarations, filings or giving of notice to, obtaining of any licenses or permits from, or taking of any other action with respect to, any Person or Government Agency that are required to have been obtained by such Party with respect to this Agreement and the transactions contemplated hereby, including the due authorization of such Party and its governing body and any approval or consent of any security holder of such Party or any holder (or any trustee for any holder) of any indebtedness or other obligation of such Party, have been obtained and are in full force and effect and all conditions of any such consents have been complied with. v. Obligations Binding. Its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). vi. Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other Parties as investment advice or as a recommendation to enter into this Agreement; it being understood that information and explanations related to the terms and conditions of this Agreement shall not be considered investment advice or a recommendation to enter into this Agreement. It is entering into this Agreement as a bona-fide, arm’s-length transaction involving the mutual exchange of consideration and, once executed by all Parties, considers this Agreement a legally enforceable contract. No communication (written or oral) received from any of the other Parties shall be deemed to be an assurance or guarantee as to the expected results of this Agreement. vii. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement. It is also capable of assuming, and assumes, the risks of this Agreement.
viii. Status of Parties. None of the other Parties is acting as a fiduciary for or an adviser to it in respect of this Agreement.

6. Miscellaneous.

Article 18 (Confidential Information), 19.2 (Amendments), 19.4 (No Agency, Partnership, Joint Venture or Lease), Sections 19.5 (Severability), 19.8 (Electronic Delivery), 19.7 (Counterparts), Section 19.9 (Binding Effect) and 19.11 (Forward Contract) of the PPA are incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein. For avoidance of doubt, and notwithstanding anything to the contrary in this Agreement: (i) nothing in this Agreement shall modify any provision of the PPA; (ii) PPA Buyer remains obligated to perform all its obligations under the PPA notwithstanding the limited assignment under this Agreement (including without limitation any such obligations not timely performed by MSCG under this Agreement) and any failure by MSCG to make payments to PPA Seller when due under the PPA shall be a Buyer Event of Default under the PPA if not cured within the applicable Item 3
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cure period specified in Section 11(a)(i) of the PPA; (iii) this Agreement shall not purport to convey or otherwise allege any right of PPA Buyer or MSCG to make any prepayment to PPA Seller under the PPA or to file or impose any lien on the Facility; and (iv) neither MSCG nor PPA Buyer shall make any assignment of its rights or delegation of its obligations under this Agreement without the prior written consent of PPA Seller, which it may withhold in its sole discretion.

7. Costs and Expenses.

The Parties shall each pay their own costs and expenses (including legal fees) incurred in connection with this Agreement and as a result of the negotiation, preparation, and execution of this Agreement.

8. Notices.

Any notice, demand, or request required or authorized by this Agreement to be given by one Party to another Party shall be delivered in accordance with PPA Section 9.2 and to the addresses of each of PPA Seller and PPA Buyer specified in the PPA. PPA Buyer agrees to notify MSCG of any updates to such notice information, including any updates provided by PPA Seller to PPA Buyer. Notices to MSCG shall be provided to the address set forth in Appendix 2. Each Party may update its address from time to time by notice to the other Parties.

9. Governing Law, Arbitration, Judicial Reference.
(a) Governing Law. This Agreement and the rights and duties of the Parties under this Agreement will be governed by and construed, enforced and performed in accordance with the laws of the State of New York, without reference to any conflicts of laws provisions that would direct the application of another jurisdiction’s laws; provided, however, that the authority of PPA Buyer to enter into and perform its obligations under this agreement shall be determined in accordance with the laws of the State of California.
(b) Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope of this agreement to arbitrate, shall be determined by final, non-appealable binding arbitration in San Francisco, California before three (3) arbitrators. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. Within fifteen (15) days after the commencement of arbitration, each of MSCG and PPA Buyer shall select one person to act as arbitrator, and the two so-selected arbitrators shall select a third arbitrator (the “chairperson”) within thirty (30) days of the commencement of the arbitration. If either MSCG or PPA Buyer is unable or fails to select one person to act as arbitrator, such arbitrator shall be appointed by JAMS. If the MSCG and PPA Buyer-selected arbitrators are unable or fail to agree upon a chairperson, the chairperson shall be appointed by JAMS. The chairperson shall be a person who has experience in renewable energy-related transactions, and none of the arbitrators shall have been previously employed by any Party or have any direct pecuniary interest in any Party or the subject matter of the arbitration, unless such conflict is expressly acknowledged and waived in writing by all of the Parties. The Parties shall maintain the confidential nature of the arbitration proceeding and any award, including any hearing(s), except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Any arbitration proceedings, decision or award rendered hereunder and the validity, effect and interpretation of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator(s) shall have no authority to award consequential, treble, exemplary, or punitive damages of any type or kind regardless of whether such damages may be available under any law or right, with the Parties hereby affirmatively waiving their rights, Item 3
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if any, to recover or claim such damages. The responsibility for compensation and expenses of the three arbitrators and all other expenses charged by JAMS shall be equally split in one-third (1/3) shares by each of MSCG, PPA Buyer, and PPA Seller. In any arbitration arising out of or related to this Agreement, the arbitrators shall award to the prevailing Party or Parties, if any, the costs and attorney’s fees reasonably incurred in seeking to enforce the application of this Section 9(b) and by the prevailing party in connection with the arbitration. Notwithstanding the foregoing provisions of this Section 9(b), any costs incurred by a Party in seeking judicial enforcement of any written decision of the arbitrators shall be chargeable to and borne exclusively by the Party against whom such court order is obtained. The award shall be final and binding on the Parties and judgment upon any award may be entered in any court of competent jurisdiction. (c) Judicial Reference. Without limiting the provisions in Section 9(b), if Section 9(b) is deemed ineffective or unenforceable in any respect, any dispute between the Parties arising out of or in connection with this Agreement or its performance, breach, or termination (including the existence, validity and interpretation of this Agreement and the applicability of any statute of limitation period) (each, a “Dispute”) shall be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections (a “Reference Proceeding”), which shall constitute the exclusive remedy for the resolution of any Dispute.

As a condition precedent to initiating a Reference Proceeding with respect to any Dispute, the Parties shall comply with the provisions of Section 9(c)(i).
i. Notice of Dispute. Prior to initiating the Reference Proceeding, a Party (the “Disputing Party”) shall provide the other Parties (the “Responding Parties”) with a written notice of each issue in dispute, a proposed means for resolving each such issue, and support for such position (the “Notice of Dispute”). Within 10 days after receiving the Notice of Dispute, the Responding Parties shall provide the Disputing Party with a written Notice of each additional issue (if any) with respect to the dispute raised by the Notice of Dispute, a proposed means for resolving every issue in dispute, and support for such position (the “Dispute Response”). Thereafter, the Parties shall meet to discuss the matter and attempt in good faith to reach a negotiated resolution of the dispute. If the Parties do not resolve the dispute by unanimous agreement within sixty 60 days after receipt of the Dispute Response, (the “Negotiation Period”), then any Party may provide to the other Parties written notice of intent for judicial reference (the “Impasse Notice”) in accordance with the further provisions of this Section 9. ii. Applicability; Selection of Referees. Within 10 days of the delivery of an Impasse Notice, each of MSCG and PPA Buyer shall nominate one (1) referee. The two (2) referees (the “Party-Appointed Referees”) shall appoint a third referee (the “Third Referee”, together with the Party-Appointed Referees, the “Referees”). The Party-Appointed Referees shall be competent and experienced in matters involving the electric energy business in the United States, with at least ten (10) years of electric industry experience as a practicing attorney. The Third Referee shall be an active or retired California state or federal judge. Each of the Party-Appointed Referees and the Third Referee shall be impartial and independent of each of the Parties and of the other referees and not employed by any of the Parties in any prior matter. iii. Inability to Agree upon Third Referee. If the Party-Appointed Referees are unable to agree on the Third Referee within 45 days from delivery of the Impasse Notice, then the Third Referee shall be appointed pursuant to CCP Section 640(b) in an action filed in the Superior Court of California, County of San Francisco (the “Court”), and with due regard given to the selection criteria above. A request for appointment of a referee may be heard on an ex parte or expedited basis, and the Parties agree that irreparable harm would result if ex parte relief is not granted.

Pursuant to CCP Section 170.6, each of PPA Buyer and MSCG shall have one (1) peremptory challenge to the referee selected by the Court.

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iv. Discovery; Proceedings.
(A) The Parties agree that time is of the essence in conducting the Reference Proceeding. Accordingly, the Referees shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within 20 days after the date of selection of the Third Referee, (ii) if practicable, try all issues of law or fact within 180 days after the date of the conference, and (iii) report a statement of decision within 20 days after the matter has been submitted for decision.
(B) Discovery and other pre-hearing procedures shall be conducted as agreed to by the Parties, or if they cannot agree, as determined by the Third Referee after discussion with the Parties regarding the need for discovery and other pre-hearing procedures.
(C) Except as expressly set forth herein, the Third Referee shall determine the manner in which the Reference Proceeding is conducted, including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the Reference Proceeding. The Reference Proceeding, including the trial, shall be conducted at a neutral location selected by the Parties, or if not agreed by the Parties, by the Third Referee, in San Francisco, California. (D) All proceedings and hearings conducted before the Referees, except for trial, shall be conducted without a court reporter, except that when any Party so requests, a court reporter will be used at any hearing conducted before the Referees, and the Referees will be provided a courtesy copy of the transcript. The Party making such a request shall have the obligation to arrange for and pay the court reporter. v. Decision. The Referees shall render a written statement of decision setting forth findings of fact and conclusions of law. The decision shall be entered as a judgment in the court in accordance with the provisions of CCP Sections 644 and 645. The decision shall be appealable to the same extent and in the same manner that such decision would be appealable if rendered by a judge of the Court. The Parties intend this general reference agreement to be specifically enforceable in accordance with the CCP.
vi. Expenses. Each of MSCG, PPA Seller and PPA Buyer shall bear the compensation and expenses of its respective own counsel, witnesses, consultants and employees. The responsibility for compensation and expenses of the Referees and all other expenses of judicial reference shall be equally split in one-third (1/3) shares by each of MSCG, PPA Buyer, and PPA Seller.

10. U.S. Resolution Stay. The Parties hereby confirm that they are adherents to the ISDA 2018 U.S. Resolution Stay Protocol (“ISDA U.S. Stay Protocol”), the terms of the ISDA U.S. Stay Protocol are incorporated into and form a part of this Agreement, and this Agreement shall be deemed a Protocol Covered Agreement for purposes thereof. For purposes of incorporating the ISDA U.S. Stay Protocol, MSCG shall be deemed to be a Regulated Entity, and PPA Buyer and PPA Seller each shall be deemed to be an Adhering Party. In the event of any inconsistences between this Agreement and the ISDA U.S.

Stay Protocol, the ISDA U.S. Stay Protocol will prevail.

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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first set forth above.

SUNZIA WIND SOUTH LLC
By: ____________________________
Name:_______________________
Title:________________________

SILICON VALLEY CLEAN ENERGY AUTHORITY
By: ____________________________
Name:_______________________
Title:________________________
MORGAN STANLEY CAPITAL GROUP INC.

By: ____________________________
Name:_______________________
Title:________________________
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Appendix 1
Assigned Rights and Obligations
PPA: Renewable Power Purchase and Sale Agreement dated as of [____], by and between PPA Buyer and PPA Seller, as may be amended from time to time.

Delivery Point: Facility PNode (as defined in Exhibit A of the PPA) Further Information: PPA Seller shall transfer or, to the extent applicable, continue to transfer, to PPA Buyer the WREGIS Certificates associated with all Renewable Energy Credits corresponding to all PV Energy under the PPA pursuant to Section 4.8 of the PPA, provided that the transferee of such WREGIS Certificates may be changed from time to time in accordance with the written instructions of both MSCG and PPA Buyer upon fifteen (15) Business Days’ notice, which change shall be effective as of the first day of the next calendar month after such notice period has expired, unless otherwise agreed. Terms with initial capitalization used in this paragraph but not otherwise defined in this Agreement have the meaning set forth in the PPA. All Assigned Product delivered by PPA Seller to MSCG shall be a sale made at wholesale, with MSCG reselling all such Assigned Product.

Limitation of MSCG Liability. MSCG has separately agreed with the PPA Buyer and the Custodian (pursuant to the Custodial Agreement dated [---], among PPA Buyer, MSCG and the Custodian (the “Custody Agreement”)) to pay into the custodial account specified in the Custody Agreement (the “Custodial Account”) for the portion of the Assigned Monthly Quantity actually delivered in each Month of the Assignment Period at the “Day-Ahead Average Price” as defined below (“Floating Price Payments”). MSCG agrees for the benefit of the PPA Seller to pay the Floating Price Payments into the Custodial Account, and MSCG’s payment obligations under this Agreement are limited to making such payments into the Custodial Account, for application as provided in the Custody Agreement. PPA Buyer and PPA Seller each acknowledge and agree that the making of Floating Price Payments into the Custodial Account by MSCG shall not entitle (i) PPA Seller for payments in excess of the Renewable Rate for Assigned Product delivered hereunder or (ii) PPA Buyer to pay less than the Renewable Rate for Assigned Product delivered hereunder. PPA Buyer and MSCG each acknowledge and agree that the making of Floating Price Payments into the Custodial Account by MSCG shall not entitle (i) MSCG to any payments from PPA Seller or (ii) affect the Custodian’s obligation to pay the Monthly Gross Amount to PPA Seller on or before the applicable payment date in the PPA. At all times the PPA Buyer shall remain obligated for the payment of all amounts owing under the terms of the PPA including the Monthly Gross Amount under each invoice.
“Day-Ahead Average Price” means (x) the sum of the Day-Ahead Market Prices for each Pricing Interval in a Month divided by (y) the number of Pricing Intervals in such Month; provided that in no case shall the Day-Ahead Average Price hereunder be less than $0.00/MWh. As used in this definition, “Pricing Interval” means the unit of time for which CAISO establishes a separate price. As used in this definition “Day-Ahead Market Price” means the Day Ahead Market or Locational Marginal Price for NP15 EZ GEN HUB for each applicable hour as published by CAISO, or as such price may be corrected or revised from time to time by CAISO in accordance with its rules. For the avoidance of doubt, the Day-Ahead Average Price can be a negative number.

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Appendix 2
MSCG Notice Information
[To be completed before signing.]
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Appendix 3
Copy of PPA
[To be attached.]
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FORM OF ASSIGNMENT schedule
[PROJECT NAME]
Assigned Product: [____]
Assigned Delivery Point: [____]
Assigned Prepay Quantity: As set forth in Appendix 2; provided that (i) all Assigned Products shall be delivered pursuant to the Limited Assignment Agreement during the Assignment Period as provided in Appendix 1 and (ii) the Assigned Prepay Quantity is defined for the convenience of PPA Buyer and J. Aron and shall have no impact on the obligations of the Parties under the Limited Assignment Agreement.

APC Contract Price: $[____]/MWh
Assignment Period: [____]
Other Provisions: [____]
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RENEWABLE POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
Seller: SunZia Wind North LLC
Buyer: Silicon Valley Clean Energy Authority, a California joint powers authority Description of Facility: A wind-powered electricity generating facility known as SunZia Wind North, with a nameplate capacity of up to 1,089 MW, as described in Exhibit A, as such facility may be modified under the terms of this Agreement.

Milestones:

Guaranteed Capacity: 7.46 MWAC.

Expected Energy:

Contract Year Expected Energy
(MWh per Contract Year)
1 – 10
Contract Price:

Development Security and Performance Security
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TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS..........................................................................................................................................1

1.1 CONTRACT DEFINITIONS. .......................................................................................................................................1

1.2 RULES OF INTERPRETATION. .................................................................................................................................17 ARTICLE 2 TERM; CONDITIONS PRECEDENT ......................................................................................................... 18

2.1 CONTRACT TERM. ..............................................................................................................................................18

2.2 RESERVED.........................................................................................................................................................19

2.3 OBLIGATIONS PRIOR TO DELIVERY TERM.................................................................................................................19

2.4 PROGRESS REPORTS............................................................................................................................................20

2.5 REMEDIAL ACTION PLAN......................................................................................................................................20

2.6 NON-SPTO MODIFICATIONS................................................................................................................................20 ARTICLE 3 PURCHASE AND SALE .......................................................................................................................... 20

3.1 SALE OF PRODUCT ..............................................................................................................................................20

3.2 SALE OF GREEN ATTRIBUTES.................................................................................................................................21

3.3 COMPENSATION.................................................................................................................................................21

3.4 IMBALANCE ENERGY ...........................................................................................................................................21

3.5 OWNERSHIP OF RENEWABLE ENERGY INCENTIVES.....................................................................................................22

3.6 FUTURE ENVIRONMENTAL ATTRIBUTES...................................................................................................................22

3.7 TEST ENERGY.....................................................................................................................................................22

3.8 CAPACITY ATTRIBUTES.........................................................................................................................................22

3.9 CEC CERTIFICATION AND VERIFICATION..................................................................................................................23

3.10 CPUC NON-MODIFIABLE STANDARD TERMS AND CONDITIONS..............................................................................23

3.11 CALIFORNIA RENEWABLES PORTFOLIO STANDARD................................................................................................24

3.12 COMPLIANCE EXPENDITURE CAP.......................................................................................................................24 ARTICLE 4 OBLIGATIONS AND DELIVERIES ........................................................................................................... 25

4.1 DELIVERY..........................................................................................................................................................25

4.2 TITLE AND RISK OF LOSS. .....................................................................................................................................25

4.3 SCHEDULING COORDINATOR RESPONSIBILITIES.........................................................................................................26

4.4 FORECASTING ....................................................................................................................................................27

4.5 DISPATCH DOWN/CURTAILMENT. .........................................................................................................................28

4.6 REDUCTION IN DELIVERY OBLIGATION ....................................................................................................................28

4.7 GUARANTEED ENERGY PRODUCTION......................................................................................................................29

4.8 WREGIS..........................................................................................................................................................30

4.9 MODIFICATION OF CERTAIN AGREEMENT TERMS......................................................................................................31 ARTICLE 5 TAXES .................................................................................................................................................. 32

5.1 ALLOCATION OF TAXES AND CHARGES ....................................................................................................................32

5.2 COOPERATION ...................................................................................................................................................32 ARTICLE 6 MAINTENANCE OF THE FACILITY ......................................................................................................... 32

6.1 MAINTENANCE OF THE FACILITY ............................................................................................................................32

6.2 MAINTENANCE OF HEALTH AND SAFETY..................................................................................................................32

6.3 SHARED FACILITIES .............................................................................................................................................33 ARTICLE 7 METERING........................................................................................................................................... 33

7.1 METERING........................................................................................................................................................33

7.2 METER VERIFICATION..........................................................................................................................................33 Item 3
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ARTICLE 8 INVOICING AND PAYMENT; CREDIT..................................................................................................... 33

8.1 INVOICING ........................................................................................................................................................33

8.2 PAYMENT .........................................................................................................................................................34

8.3 BOOKS AND RECORDS .........................................................................................................................................34

8.4 PAYMENT ADJUSTMENTS; BILLING ERRORS .............................................................................................................34

8.5 BILLING DISPUTES...............................................................................................................................................34

8.6 NETTING OF PAYMENTS.......................................................................................................................................35

8.7 SELLER’S DEVELOPMENT SECURITY ........................................................................................................................35

8.8 SELLER’S PERFORMANCE SECURITY ........................................................................................................................35

8.9 FINANCIAL STATEMENTS. .....................................................................................................................................36

8.10 BUYER’S FIRST PRIORITY SECURITY INTEREST IN CASH OR CASH EQUIVALENT COLLATERAL ................................................36 ARTICLE 9 NOTICES .............................................................................................................................................. 37

9.1 ADDRESSES FOR THE DELIVERY OF NOTICES .............................................................................................................37

9.2 ACCEPTABLE MEANS OF DELIVERING NOTICE...........................................................................................................37 ARTICLE 10 FORCE MAJEURE................................................................................................................................ 37

10.1 DEFINITION. .................................................................................................................................................37

10.2 NO LIABILITY IF A FORCE MAJEURE EVENT OCCURS..............................................................................................38

10.3 NOTICE........................................................................................................................................................39

10.4 TERMINATION FOLLOWING FORCE MAJEURE EVENT.............................................................................................39 ARTICLE 11 DEFAULTS; REMEDIES; TERMINATION............................................................................................... 39

11.1 EVENTS OF DEFAULT ......................................................................................................................................39

11.2 REMEDIES; DECLARATION OF EARLY TERMINATION DATE ......................................................................................42

11.3 TERMINATION PAYMENT.................................................................................................................................42

11.4 NOTICE OF PAYMENT OF TERMINATION PAYMENT ...............................................................................................43

11.5 DISPUTES WITH RESPECT TO TERMINATION PAYMENT..........................................................................................43

11.6 RIGHTS AND REMEDIES ARE CUMULATIVE..........................................................................................................43

11.7 MITIGATION.................................................................................................................................................43 ARTICLE 12 LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES ............................................................ 43

12.1 NO CONSEQUENTIAL DAMAGES .......................................................................................................................43

12.2 WAIVER AND EXCLUSION OF OTHER DAMAGES ...................................................................................................43 ARTICLE 13 REPRESENTATIONS AND WARRANTIES; AUTHORITY ......................................................................... 44

13.1 SELLER’S REPRESENTATIONS AND WARRANTIES ...................................................................................................44

13.2 BUYER’S REPRESENTATIONS AND WARRANTIES. ..................................................................................................45

13.3 GENERAL COVENANTS ....................................................................................................................................46

13.4 PREVAILING WAGE ........................................................................................................................................46 ARTICLE 14 ASSIGNMENT..................................................................................................................................... 47

14.1 GENERAL PROHIBITION ON ASSIGNMENTS ..........................................................................................................47

14.2 COLLATERAL ASSIGNMENT...............................................................................................................................47

14.3 PERMITTED ASSIGNMENT................................................................................................................................47

14.4 LIMITED ASSIGNMENT BY BUYER.......................................................................................................................48 ARTICLE 15 GOVERNING LAW; DISPUTE RESOLUTION.......................................................................................... 48

15.1 GOVERNING LAW ..........................................................................................................................................48

15.2 VENUE ........................................................................................................................................................48

15.3 DISPUTE RESOLUTION.....................................................................................................................................48

15.4 ATTORNEYS’ FEES ..........................................................................................................................................49 Item 3
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ARTICLE 16 INDEMNIFICATION ............................................................................................................................ 49

16.1 INDEMNIFICATION. ........................................................................................................................................49

16.2 CLAIMS........................................................................................................................................................49 ARTICLE 17 INSURANCE ....................................................................................................................................... 50

17.1 INSURANCE...................................................................................................................................................50 ARTICLE 18 CONFIDENTIAL INFORMATION .......................................................................................................... 50

18.1 DEFINITION OF CONFIDENTIAL INFORMATION......................................................................................................50

18.2 DUTY TO MAINTAIN CONFIDENTIALITY...............................................................................................................51

18.3 IRREPARABLE INJURY; REMEDIES.......................................................................................................................51

18.4 PERMITTED DISCLOSURES................................................................................................................................51

18.5 PRESS RELEASES ............................................................................................................................................51 ARTICLE 19 MISCELLANEOUS ............................................................................................................................... 51

19.1 ENTIRE AGREEMENT; INTEGRATION; EXHIBITS.....................................................................................................51

19.2 AMENDMENTS ..............................................................................................................................................52

19.3 NO WAIVER .................................................................................................................................................52

19.4 NO AGENCY, PARTNERSHIP, JOINT VENTURE OR LEASE .........................................................................................52

19.5 SEVERABILITY................................................................................................................................................52

19.6 MOBILE-SIERRA ............................................................................................................................................52

19.7 COUNTERPARTS.............................................................................................................................................52

19.8 ELECTRONIC DELIVERY ....................................................................................................................................52

19.9 BINDING EFFECT............................................................................................................................................53

19.10 NO RECOURSE TO MEMBERS OF BUYER .............................................................................................................53

19.11 CHANGE IN ELECTRIC MARKET DESIGN. .............................................................................................................53 Item 3
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Exhibits
Exhibit A Facility Description
Exhibit B Facility Commercial Operation
Exhibit C Progress Reporting Form
Exhibit D Form of Average Forecast of Energy (MWh)
Exhibit E Energy Replacement Damages Calculation
Exhibit F Form of Commercial Operation Date Certificate Exhibit G Form of Installed Capacity Certificate
Exhibit H Non-SPTO Modifications
Exhibit I Form of Letter of Credit
Exhibit J Form of Guaranty
Exhibit K Notices
Exhibit L Operating Restrictions
Exhibit M Form of Seller Commercial Operation Date Certificate Exhibit N Form of Limited Assignment Agreement
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ARTICLE 1

DEFINITIONS

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“Approved Meter” means a CAISO-approved revenue quality meter or meters, together with a CAISO-approved data processing gateway or remote intelligence gateway, telemetering equipment and data acquisition services sufficient for monitoring, recording and reporting, in real time, all Energy produced by the Facility net of Electrical Losses and Station Use. “Available Capacity” means the capacity from Buyer’s Share of the Facility, expressed in whole MWs, that is available to generate Energy.
“Balancing Authority” has the meaning set forth in the CAISO Tariff. “Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law, (b) has any such petition filed or commenced against it which remains unstayed or undismissed for a period of ninety (90) days, (c) makes an assignment or any general arrangement for the benefit of creditors, (d) otherwise becomes bankrupt or insolvent (however evidenced), (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (f) is generally unable to pay its debts as they fall due.
“Business Day” means any day except a Saturday, Sunday, the Friday after the U.S.

Thanksgiving holiday, or a Federal Reserve Bank holiday in California. A Business Day begins at 8:00 a.m. and ends at 5:00 p.m. local time for the Party sending a Notice, or payment, or performing a specified action.
“Buyer” has the meaning set forth on the Cover Sheet.
“Buyer’s Share” means the percentage that is equal to the quotient of the Guaranteed Capacity divided by the Installed Capacity (or, prior to the Commercial Operation Date, the total nameplate capacity of the Facility in operation at the time), not to exceed one hundred percent (100%), as such percentage may change from time to time with changes to the Installed Capacity, if applicable. “Buyer’s WREGIS Account” has the meaning set forth in Section 4.8(a). “CAISO” means the California Independent System Operator Corporation or any successor entity performing similar functions.
“CAISO Grid” has the same meaning as “CAISO Controlled Grid” as defined in the CAISO Tariff.
“CAISO Operating Instruction” has the same meaning as “Operating Instruction” as defined in the CAISO Tariff.
“CAISO Tariff” means the California Independent System Operator Corporation Agreement and Tariff, Business Practice Manuals (BPMs), and Operating Procedures, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and, to the extent subject to approval by FERC, as approved by FERC. “California Renewables Portfolio Standard” or “RPS” means the renewable energy program and policies established by California State Senate Bills 1038 (2002), 1078 (2002), 107 (2008), X-1 2 (2011), 350 (2015), and 100 (2018) as codified in, inter alia, California Public Utilities Code Sections Item 3
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399.11 through 399.31 and California Public Resources Code Sections 25740 through 25751, as such provisions are amended or supplemented from time to time. “Capacity Attribute” means Buyer’s Share of any current or future defined characteristic, certificate, tag, credit, or accounting construct associated with the amount of power that the Facility can generate and deliver at a particular moment, including those that can be delivered to the CAISO Grid and that can be purchased and sold pursuant to the CAISO Tariff (e.g., Resource Adequacy Benefits). “Capacity Damages” has the meaning set forth in Exhibit B. “Capacity Replacement Price” means
“CEC” means the California Energy Commission, or its successor agency. “CEC Certification and Verification” means that the CEC has certified (or, with respect to periods before the date that is one hundred eighty (180) days following the Commercial Operation Date, that the CEC has pre-certified) that the Facility is an Eligible Renewable Energy Resource for purposes of the California Renewables Portfolio Standard and that all Energy generated by the Facility qualifies as generation from an Eligible Renewable Energy Resource.
“Change of Control” means any circumstance in which (a) in respect of Buyer, the Person that has ultimate control over Buyer ceases to have such ultimate control, and (b) in the case of Seller, the Ultimate Parent ceases to have control over Seller; provided that, for the avoidance of doubt, it shall not be a Change of Control of Seller if the Ultimate Parent, itself or together with other Persons that would meet the requirements of the definition of Permitted Transferee, retains either (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of Seller or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in Seller, or (b) the right to direct the policies or operations of Seller. “COD Delay Damages Payment” has the meaning set forth in Exhibit B. “Collateral Assignment Agreement” has the meaning set forth in Section 14.2. “Commercial Operation” has the meaning set forth in Exhibit B. “Commercial Operation Date” has the meaning set forth in Exhibit B. “Compliance Actions” has the meaning set forth in Section 3.12. “Compliance Expenditure Cap” has the meaning set forth in Section 3.12. “Confidential Information” has the meaning set forth in Section 18.1. “Contract Price” has the meaning set forth on the Cover Sheet. “Contract Revenues” has the meaning set forth in Section 4.5(b). “Contract Term” has the meaning set forth in Section 2.1(a).

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“Contract Year” means a period of twelve (12) consecutive months. The first Contract Year shall commence on the Commercial Operation Date and each subsequent Contract Year shall commence on the anniversary of the Commercial Operation Date.
“Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third-party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace the Agreement; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with terminating the Agreement.
“Cover Sheet” means the cover sheet to this Agreement, which is incorporated into this Agreement.
“COVID-19” means the pandemic disease designated COVID-19 and the related virus designated SARS-CoV-2 and any mutations thereof, or the efforts of a Governmental Authority to combat or mitigate such disease.
“CPUC” means the California Public Utilities Commission, or successor entity. “CPUC Decisions” means CPUC Decisions 04-01-050, 04-10-035, 05-10-042, 06-04-040, 06- 06-064, 06-07-031, 07-06-029, 08-06-031, 09-06-028, 10-06-036, 11-06-022, 12-06-025, 13-06-024, 14- 06-050, 19-02-022, 20-06-002, 20-06-031, and any other existing or subsequent decisions, resolutions or rulings related to the resource adequacy program or any successor program, as may be adopted or promulgated by the CPUC.
“Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third-party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issuer rating by S&P or Moody’s. Unless otherwise indicated herein, if ratings by S&P and Moody’s are not equivalent, the lower rating shall apply. “Curtailment Order” means any of the following:
(a) the CAISO orders, directs, alerts, or provides notice to a Party, including a CAISO Operating Instruction, to curtail deliveries of Energy from the Facility for the following reasons:
(i) any System Emergency, or (ii) any warning of an anticipated System Emergency, or warning of an imminent condition or situation, which jeopardizes CAISO’s electric system integrity or the integrity of other systems to which CAISO is connected;
(b) a curtailment ordered by a Transmission Provider for reasons including, but not limited to, (i) any situation that affects normal function of the electric system including, but not limited to, any abnormal condition that requires action to prevent circumstances such as equipment damage, loss of load, or abnormal voltage conditions, or (ii) any warning, forecast or anticipation of conditions or situations that jeopardize the Transmission Provider’s electric system integrity or the integrity of other systems to which the Transmission Provider is connected; (c) a curtailment ordered by CAISO or a Transmission Provider due to scheduled or unscheduled maintenance on the Transmission Provider’s transmission facilities that prevents (i) Buyer from receiving or (ii) Seller from delivering Energy at the Delivery Point; or Item 3
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(d) a curtailment in accordance with Seller’s obligations under its Interconnection Agreement with the Participating Transmission Owner.
“Curtailment Period” means the period of time, as measured using current Settlement Intervals, during which Seller reduces generation or deliveries of Delivered Energy from the Facility pursuant to a Curtailment Order. Curtailment Period shall not include periods during which Seller reduces generation as a result of a Market Curtailment Period.
“Damage Payment” means
“Day-Ahead Forecast” means a non-binding estimate of the hourly Energy expected to be produced by the Facility and delivered to Buyer at the Delivery Point, net of all Electrical Losses, not to exceed the Hourly Delivery Cap, for each hour of the immediately succeeding day, using an industry-standard methodology that utilizes the potential generation of the Facility as a function of Available Capacity, wind speed and direction, wind turbine power curves and other pertinent data (including data related to Curtailment Orders) for the period of time, consistent with Prudent Operating Practice; provided that a Day-Ahead Forecast provided in a day prior to any non-Business Day(s) shall include non-binding forecasts for the immediately succeeding day, each succeeding non-Business Day and the next Business Day.
“Day-Ahead Market” has the meaning set forth in the CAISO Tariff. “Day-Ahead Schedule” has the meaning set forth in the CAISO Tariff. “Deemed Delivered Energy” means (i) the Market Curtailment Delivered Energy, “Deemed Delivered RA” means, for any month, the amount of Resource Adequacy Benefits expressed in kW, that Seller would have delivered to Buyer, but for Buyer’s actions or inactions (including failure to obtain Import Capability sufficient to allow for the importation of such capacity into the CAISO).
“Defaulting Party” has the meaning set forth in Section 11.1(a). “Deficient Month” has the meaning set forth in Section 4.8(e). “Delay Damages” means an amount equal to
“Delivered Energy” means, in any Settlement Interval or Settlement Period, the amount of Energy generated by the Facility and delivered to Buyer at the Delivery Point in accordance with Seller’s obligations under this Agreement, which such amount shall equal: (i) (a) Buyer’s Share of the Energy produced by the Facility and delivered to the Point of Interconnection, as measured in MWh by the Item 3
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Approved Meter, as such amount may be reduced as a result of a Curtailment Order, net of all Electrical Losses (other than Electrical Losses that are reflected in the meter readings) and Station Use, or (b) if a portion of the Facility output is curtailed, at Seller’s election and not otherwise in accordance with Section 4.6, in any Settlement Interval or Settlement Period, as applicable, that is not during a Curtailment Period or Market Curtailment Period, the quantity of Delivered Energy shall be equal to Buyer’s Share of the Energy that the Facility would have been able to produce and deliver to the Point of Interconnection, if the Facility was not so curtailed,
“Delivery Point” has the meaning set forth in Exhibit A. “Delivery Term” shall mean the period of Contract Years set forth on the Cover Sheet beginning on the Commercial Operation Date, unless terminated earlier in accordance with the terms and conditions of this Agreement.
“Development Cure Period” has the meaning set forth in Exhibit B. “Development Security” means, at Seller’s option, (a) cash or (b) one or more Letters of Credit, in the amount set forth on the Cover Sheet.
“Disclosing Party” has the meaning set forth in Section 18.2. “E-Tag” has the meaning set forth in the CAISO Tariff.
“Early Termination Date” has the meaning set forth in Section 11.2(a). “Effective Date” has the meaning set forth in the preamble hereto. “Electrical Losses” means all transmission or transformation losses between the Facility and the Delivery Point, other than losses that are financially settled by Seller. “Eligible Renewable Energy Resource” has the meaning set forth in California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25741(a), as either code provision is amended or supplemented from time to time.
“Energy” means electrical energy, measured in MWh.
“Energy Replacement Damages” has the meaning set forth in Exhibit E. “Event of Default” has the meaning set forth in Section 11.1. “Excess MWh” has the meaning set forth in Section 3.3(d).

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“Expected Commercial Operation Date” has the meaning set forth on the Cover Sheet. “Expected Energy” means the quantity of Energy (with associated Green Attributes) that Seller expects to be able to deliver to Buyer at the Delivery Point during each Contract Year in the quantity specified on the Cover Sheet, as such amount may be increased or decreased by Seller, based on a wind resource assessment from a Licensed Professional Engineer, by an amount equal to no more than five percent (5%) of the Expected Energy amount set forth on the Cover Sheet in a Notice to Buyer indicating the final amount by the earlier of the date that is
“Facility” means the energy generating facility described on the Cover Sheet and in Exhibit A. “FERC” means the Federal Energy Regulatory Commission or any successor government agency.
“Fitch” means Fitch Ratings Ltd., or its successor.
“Floor Price” means
“Force Majeure Event” has the meaning set forth in Section 10.1. “Forced Facility Outage” means an unexpected failure of one or more components of the Facility or any outage on the Transmission System that prevents Seller from making power available at the Delivery Point and that is not the result of a Force Majeure Event. “Future Environmental Attributes” means Buyer’s Share of any and all generation attributes (other than Green Attributes or Renewable Energy Incentives) under the RPS regulations and/or under any and all other international, federal, regional, state or other Law, rule, regulation, bylaw, treaty or other intergovernmental compact, decision, administrative decision, program (including any voluntary compliance or membership program), competitive market or business method (including all credits, certificates, benefits, and emission measurements, reductions, offsets and allowances related thereto) that are attributable, as of the Effective Date, or in the future, to the generation of electrical energy by a wind generation facility as opposed to from a conventional generation resource. “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of this Agreement for the remaining Contract Term, determined in a commercially reasonable manner. Factors used in determining the economic benefit to a Party may include, without limitation, reference to information supplied by one or more third parties, which shall exclude Affiliates of the Non-Defaulting Party, including without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, comparable transactions, forward price curves based on economic analysis of the relevant markets, settlement prices for comparable transactions Item 3
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at liquid trading hubs (e.g., SP-15), all of which should be calculated for the remaining Contract Term, and includes the value of Green Attributes and Capacity Attributes. “Governmental Authority” means any federal, state, provincial, local or municipal government, any political subdivision thereof or any other governmental, congressional or parliamentary, regulatory, or judicial instrumentality, authority, body, agency, department, bureau, or entity with authority to bind a Party at law, including CAISO and WREGIS; provided, however, that “Governmental Authority,” as such term is used in this Agreement in connection with Seller’s obligations to comply with Law or bear Taxes, shall not include Buyer to the extent that Buyer’s acts or omissions would impose incremental burdens on Seller or Seller’s performance under this Agreement or limit or deprive Seller of any of Seller’s rights or benefits under this Agreement.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the Delivered Energy. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights.

Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) investment or production tax credits associated with the construction or operation of the Facility and other financial incentives associated therewith, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits. If the Facility is a biomass or landfill gas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Facility. “Green Tag” means a certificate or other instrument recognized by a Governmental Authority, with one Green Tag representing the Green Attributes associated with one (1) MWh of Energy generated by the Facility.
“Green Tag Reporting Rights” means the right of a purchaser of renewable energy to report ownership of accumulated Green Tags in compliance with and to the extent permitted by applicable Law and include, without limitation, rights under Section 1605(b) of the Energy Policy Act of 1992, and any present or future federal, state or local certification program or emissions trading program, including pursuant to the WREGIS Operating Rules.
“Guaranteed Capacity” has the meaning set forth on the Cover Sheet. “Guaranteed Commercial Operation Date” has the meaning set forth in Exhibit B. “Guaranteed Energy Production” has the meaning set forth in Section 4.7. “Guaranteed RA Amount” means
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“Guarantor” means (A) (i) Pattern Energy Group LP or (ii) any Person that (a) does not already have any material credit exposure to Buyer under any other agreements, guarantees, or other arrangements at the time its Guaranty is issued, (b) is an Affiliate of Seller, or other third party reasonably acceptable to Buyer, (c) has (1) a Credit Rating of BBB- or better from S&P or a Credit Rating of Baa3 or better from Moody’s or (2) a tangible net worth of at least (d) is incorporated or organized in a jurisdiction of the United States and is in good standing in such jurisdiction, and (B) in either the case of (i) or (ii), that executes and delivers a Guaranty for the benefit of Buyer.
“Guaranty” means a guaranty from a Guarantor provided for the benefit of Buyer substantially in the form attached as Exhibit J, or as reasonably acceptable to Buyer. “Hourly Delivery Cap” means
“Imbalance Energy” means the amount of Energy, in any given Settlement Period or Settlement Interval, by which the amount of Delivered Energy deviates from the amount of Scheduled Energy. “Import Capability” means that portion of the Maximum Import Capability at the Delivery Point or Alternative Delivery Point, if applicable, allocated by the CAISO that is necessary to support the importation of Resource Adequacy Benefits from the Facility into the CAISO market in an amount equal to the Guaranteed RA Amount.
“Indemnifiable Event” has the meaning set forth in Section 16.1(a). “Indemnified Party” has the meaning set forth in Section 16.1(a). “Indemnifying Party” has the meaning set forth in Section 16.1(a). “Installed Capacity” means the nameplate capacity of the Facility at the Interconnection Point, as set forth in an Installed Capacity Certificate, as it may be updated by delivery of a subsequent Installed Capacity Certificate pursuant to Section 2(a) of Exhibit B. “Installed Capacity Certificate” means a certificate from a Licensed Professional Engineer substantially in the form attached as Exhibit G hereto, which certifies the Installed Capacity. “Inter-SC Trade” has the meaning set forth in the CAISO Tariff. “Interconnection Agreement” means the interconnection agreement entered into by Seller pursuant to which the Facility will be interconnected with the PTO’s Transmission System, and pursuant to which any Interconnection Facilities will be constructed, operated and maintained during the Contract Term.

Silicon Valley Clean Energy Board of DirectorsMay 14, 2025

Silicon Valley Clean Energy Board of Directors
May 14, 2025