Silicon Valley Clean Energy Board of Directors
August 13, 2025

Staff Report – Item 1h
Item 1h:

From:

Prepared by:

Date:

Adopt Resolution Amending the Location for Regular Silicon Valley Clean Energy Board of Directors Regular Meetings
Monica Padilla, CEO
Michael Callahan, General Counsel
Nik Zanotto, Director of Operations
Andrea Pizano, Board Clerk/Sr. Executive Assistant
8/13/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority (SVCE) Board of Directors (“Board”) adopt Resolution 2025-14 amending the ongoing place for regular meetings of the Board to the Sunnyvale Civic Center Council Chambers, located at 456 W. Olive Avenue in Sunnyvale.

BACKGROUND
Pursuant to Section 4.10 of the SVCE Joint Powers Agreement, the Board of Directors of SVCE may fix, by resolution, the date upon which, and the hour and place at which, each regular meeting of the SVCE Board is to be held. SVCE has held its regular meetings at Cupertino Community Hall since 2017, which was approved and adopted by Resolution 2016-14.

Staff was informed Cupertino Community Hall would be undergoing renovations for an audio-visual control room upgrade and meetings would not be supported beginning in August 2025.

ANALYSIS & DISCUSSION
Given the renovations at Cupertino Community Hall, staff researched availability for an alternative meeting space. The City of Sunnyvale’s new Civic Center Council Chambers was selected as the best option given the centralized location to other member agencies, its close proximity to SVCE’s existing and future office, and the ability to accommodate the size of SVCE’s Board.

Staff is proposing to remain at the Sunnyvale Civic Center location until SVCE’s boardroom has been built; anticipated in late 2026. The date and hour of the meetings will remain the same as the current schedule of the second Wednesday of each month at 7:00 p.m.

STRATEGIC PLAN
Identifying a regular meeting location supports SVCE’s overall Strategic Plan.

ALTERNATIVE
Staff can research alternative locations if the Board would like to explore other meeting location options.

FISCAL IMPACT
The cost of using Sunnyvale’s Council Chambers is an increase of approximately $550 per meeting from the rental at Cupertino Community Hall. This includes the space rental and City of Sunnyvale staff time to support Item 1h
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Agenda Item: 1h Agenda Date: 8/13/2025

the meetings. An additional cost for audio visual support through KMVT15, Mountain View Community Television, will remain comparable to the meetings held at Cupertino Community Hall.

There are sufficient funds in the existing FY 24/25 budget to cover the difference in cost, and staff has accounted for the increase in the proposed FY 25/26 operating budget.

ATTACHMENT

1. Resolution 2025-14 Amending the Place of Regular Meetings of the Authority Board Item 1h

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2025-14

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY

CLEAN ENERGY AUTHORITY AMENDING THE PLACE OF REGULAR

MEETINGS OF THE AUTHORITY BOARD

RECITALS
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, pursuant to Section 4.10 of the Silicon Valley Clean Energy Authority Joint Powers Agreement, the Board of Directors of the Authority may fix, by resolution, the date upon which, and the hour and place at which, each regular meeting of the Authority Board is to be held;
WHEREAS, the Authority established a regular meeting schedule and identified a regular meeting location by Resolution 2016-14; and
WHEREAS, the Authority wishes to amend the regular meeting location;

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY RESCINDS RESOLUTION 2016-14 AND HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

Section 1. The regular meetings of the Board of Directors of Authority shall be held on the second Wednesday of each month at the hour of 7 p.m. at the Sunnyvale Civic Center, located at 456 W. Olive Avenue, in Sunnyvale, California.

ADOPTED AND APPROVED this 13th day of August, 2025, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Fruen
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Barbadillo
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
Item 1h
Attachment 1
Draft Resolution 2025-14
-2-

JURISDICTION NAME AYE NO ABSTAIN ABSENT
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 1h
Attachment 1
Draft Resolution 2025-14

Staff Report – Item 1i
Item 1i: Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Maher Accountancy for a Not to Exceed Amount of $1,125,100.00 for Accounting and Audit Support Services
From: Monica Padilla, CEO
Prepared by: Amrit Singh, CFO
Nik Zanotto, Director of Operations
Date: 8/13/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (”Board”) authorize the Chief Executive Officer (CEO) to execute a three-year agreement with Maher Accountancy for $1,125,100.00 through September 30, 2028.

BACKGROUND
SVCE’s current accounting services contract ends on September 30, 2025. Staff released a Request for Proposal (RFP) for Accounting and Audit Assistance Services (RFP here) on May 27th, 2025. Through the RFP process, staff selected Maher Accountancy for the Accounting and Audit Assistance Services. Maher Accountancy has strong institutional knowledge based on years of experience with SVCE and other Community Choice Aggregators. They provide critical accounting services, including accounts payable, accounts receivable, reporting, and auditing support. Based on their RFP proposal, staff believes Maher Accountancy will continue to provide valuable industry expertise and experience to SVCE and strengthen SVCE’s accounting, audit process, and controls. The RFP was for a 3-year term, which Maher Accountancy has included in the proposal. Maher Accountancy has been the accounting services provider for SVCE since 2017, and staff has been renewing the contract on an annual basis1.

ANALYSIS & DISCUSSION
The proposed contract includes a 3-year term with options to extend annually thereafter for up to two additional years. Maher Accountancy shall provide accounting services, financial operational assistance, and audit assistance to SVCE. The total 3-year contract has a not-to-exceed amount of $1,125,100.00. See Exhibit C of Attachment 1 for details.

The responsibilities include:
1) Assist in the development of the operating budget in collaboration with management and technical consultants.
2) Maintain the general ledger by:
a. Posting billings, accrued revenue, cash receipts, accounts payable, cash disbursements, payroll, accrued expenses, etc.
b. Prepare or maintain monthly analysis regarding general ledger account balances. 3) Manage accounts payable
4) Assist with managing compliance with the fiscal provisions of vendor contracts. 5) Monitor expenditure budget compliance. The consultant monitors the budget and will make timely 1 Current accounting services contract, expiring 9/30/2025, has an annual fee of $298,000.

Item 1i
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suggestions for any necessary budget amendments.
6) Provide periodic and year-to-date accrual basis financial statements. 7) Provide modified accrual basis financial statements with comparison to the budget. 8) Filing annual information returns such as 1099/1096s. 9) File various compliance reports for state and local agencies, such as user taxes, energy surcharges, and state controller reports.
10) Provide an electronic record of the Authority’s accounting files after the close of each month. 11) Present financial information to the Board of Directors, as needed. 12) Provide services to meet the requirements of applicable laws and regulations relating to the provisions of accounting services for the Authority.
13) Provide hosting and portal management for the contracts management portal. 14) Prepare annual financial statements and coordinate with the independent auditor.

STRATEGIC PLAN
The recommendation supports the financial goals of the Strategic Plan, specifically Goal 6 to “Maintain healthy financial position; avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks.”

ALTERNATIVE
The Board may direct the CEO not to execute the agreement with Maher Accountancy. The alternative is to renew the current accounting contract for an additional year to ensure continuity of service, which will be an amendment to the current accounting services contract with Maher Accountancy. Staff would also need to undertake another solicitation process. As such, staff does not recommend other alternatives.

FISCAL IMPACT
This contract includes a $357,000 fee during the first year, which has been accounted for in the upcoming proposed FY25-26 Operating Budget.

ATTACHMENT

1. Agreement with Maher Accountancy
Item 1i
1/2025 Version 1.0

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
Maher Accountancy
FOR
Accounting and Audit Support Services
THIS AGREEMENT (“Agreement”), is entered into this Click here to enter DAY. day of ENTER MONTH., 2025, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Maher Accountancy, a California Corporation (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 Accounting and Audit Support Services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on October 1, 2025, and shall terminate on September 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 one million one hundred twenty five thousand one hundred dollars ($1,125,100.00),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.

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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 Item 1i
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employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. 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, pertain to, or relate to the acts or omissions, limited to liabilities arising out of Consultant’s sole negligence or willful misconduct as determined by court decision or by the agreement of the Parties, 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 Item 1i
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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.

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 Item 1i
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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.

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 Item 1i
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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 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.

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 Item 1i
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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 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. Maher Accountancy (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL 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 agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

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

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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 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:

NOTICES TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
INVOICES TO AUTHORITY:
[email protected]
TO CONSULTANT:

Michael Maher, CPA
Maher Accountancy
1101 Fifth Ave, Ste 200
San Rafael, CA 94901

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, Item 1i
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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 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
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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
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’ Item 1i
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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.

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
_______________________________
Michael Maher, Vice President
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CONSULTANT NAME
Maher Accountancy
By: ________________________
Name: ________________________
Title: _________________________
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
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Monthly Accounting Services
1) Assist in development of operating budget in collaboration with management and technical consultants.
2) Maintain the general ledger by:
a. Posting billings, accrued revenue, cash receipts, accounts payable, cash disbursements, payroll, accrued expenses, etc.
b. Prepare or maintain the following monthly analysis regarding general ledger account balances:
i. Reconciliation to statements from Authority’s financial institution for cash activity and balances;
ii. Reconcile customer data manager reports of customer activity and accounts receivable;
iii. Estimated user fees earned but not billed as of the end of the reporting period; iv. Schedule of depreciation of capital assets;
v. Aged schedule of accounts payable;
vi. Schedules of details regarding all remaining balance sheet accounts. 3) Manage accounts payable: Consultant utilizes a cloud-based accounts payable document management system to provide for documentation of management review, proper segregation of duties, and access to source data. Consultant ensures that required authorization is documented, and that account coding is correct. SVCEA staff then authorizes the release of payment by an independent payment service in order to provide an additional safeguard. 4) Assist with managing compliance with fiscal provisions of vendor contracts: Before submitting vendor invoices for management approval, Consultant matches a vendor invoice with contract provisions regarding time periods, rates, and financial limits. 5) Monitor expenditure budget compliance. Consultant monitors budget available and will make timely suggestions for any necessary budget amendment.
6) Provide periodic and year-to-date accrual basis financial statements. 7) Provide modified accrual basis financial statement with comparison to budget. 8) Filing annual information returns such as form 1099/1096’s. 9) File various compliance reports for state and local agencies, such as user taxes, energy surcharges, and state controller reports.
10) Provide an electronic record of Authority’s accounting files after the close of each month.

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11) Present financial information to Board of Directors, as needed. 12) Provide services to meet the requirements of applicable laws and regulations relating to the provisions of accounting services for Authority.

Contract Portal Management
1) Provide hosting and portal management for the contracts management portal.

Annual Accounting Services
1) Prepare annual financial statements and coordination with independent auditor. a. Prepare note disclosures and management discussion and analysis section b. Host independent auditors at Maher offices during audit fieldwork testing period c. Act as a liaison between auditors and SVCE.

Contingency for out of scope items
1) From time to time, SVCE may request services that are not included in the previously defined scope of services. SVCE approval for such services is required prior to any compensation to Consultant.

Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Task Begin Complete

1. Accounting Services Monthly October 2025 September 2028

2. Contract Portal Management Tool (Annual) October 2025 September 2028

3. Prepare annual financial statements and coordinate
with external auditor (Annual)
October 2025 September 2028

4. 5.

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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 one million one hundred twenty-five thousand and one hundred dollars ($1,125,100), 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
(YEAR 1)

1. Accounting Services ($25,000 per month) $ 300,000

2. Contract Portal Management Tool (Annual) $ 15,000

3. Prepare annual financial statements and coordinate with external auditor (Annual)
$ 17,000

4. Contingency for out of scope items (As Needed) $25,000 Total $357,000
Task Estimated Budget
(YEAR 2)

5. Accounting Services ($26,250 per month) $ 315,000

6. Contract Portal Management Tool (Annual) $ 15,750

7. Prepare annual financial statements and coordinate with external auditor (Annual)
$ 17,850

8. Contingency for out of scope items (As Needed) $26,250 Total $374,850
Task Estimated Budget
(YEAR 3)

9. Accounting Services ($27,500 per month) $ 330,000

10. Contract Portal Management Tool (Annual) $ 16,500

11. Prepare annual financial statements and coordinate with external auditor (Annual)
$ 18,750

12. Contingency for out of scope items (As Needed) $28,000 Total $393,250
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Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period. 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
SVCE will reimburse Consultant for bill processing and related fees charged by Bill, the cloud based accounts payables platform.

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.

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[Review insurance coverage and amounts to confirm they are appropriate for each scope of service]
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 [May be reduced or eliminated based on scope of services]
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 $3,000,000 US per occurrence.

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Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

1. The Confidential Information disclosed to Consultant in connection herewith may include, without limitation, the following information about Authority Customers: (a) names; (b) addresses; (c) telephone numbers and email addresses; (d) service agreement numbers and account numbers; (e) meter and other identification numbers; (f) Authority-designated account numbers; (g) electricity and gas usage (including monthly usage, monthly maximum demand, electrical or gas consumption, HP load, and other data detailing electricity or gas needs and patterns of usage); (h) billing information (including rate schedule, baseline zone, CARE participation, end use code (heat source) service voltage, medical baseline, meter cycle, bill cycle, balanced payment plan and other plans); (i) payment / deposit status; (j) number of units; and (k) other similar information specific to Authority Customers individually or in the aggregate. Confidential Information shall also include specifically any copies, drafts, revisions, analyses, summaries, extracts, memoranda, reports and other materials prepared by Consultant or its representatives that are derived from or based on Confidential Information disclosed by Authority, regardless of the form of media in which it is prepared, recorded or retained.

2. Except for electric and gas usage information provided to Consultant pursuant to this Agreement, Confidential Information does not include information that Consultant proves (a) was properly in the possession of Consultant at the time of disclosure; (b) is or becomes publicly known through no fault of Consultant, its employees or representatives; or (c) was independently developed by Consultant, its employees or representatives without access to any Confidential Information.

3. From the Effective Date, no portion of the Confidential Information may be disclosed, disseminated or appropriated by Consultant, or used for any purpose other than the purposes set forth in the Agreement.

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1i
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their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services.

5. Notwithstanding the above, Consultant may disclose Confidential Information to the extent required by an order, subpoena, or lawful process requiring the disclosure of such Confidential Information issued by a court or other governmental authority of competent jurisdiction, provided that Consultant notifies Authority immediately upon receipt thereof to allow Authority to seek protective treatment for such Confidential Information.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the Item 1i
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absence of any legally required notification period, within five (5) calendar days of becoming aware of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

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

8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent Item 1i
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with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

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

10. In addition to any other requirements set forth in the Agreement, within ten (10) business days of receipt of Authority’s written request, and at Authority’s option, Consultant will either return to Authority all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Authority with written certification that all such tangible Confidential Information of Authority has been destroyed.

11. Consultant acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to Authority and/or Authority Customers, the amount of which may be difficult to assess. Accordingly, Consultant hereby confirms that the Authority shall be entitled to apply to a court of competent jurisdiction or the California Public Utilities Commission for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Consultant or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the Authority, in law or equity.

12. In addition to all other remedies, Consultant shall indemnify and hold harmless Authority, its officers, employees, or agents from and against and claims, actions, suits, liabilities, damages, losses, expenses and costs (including reasonable attorneys’ fees, costs and disbursements) attributable to actions or non-actions of Consultant and/or its employees and/or its representatives in connection with the use or disclosure of Confidential Information.

13. When Consultant fully performs the purposes set forth in the Agreement, or if at any time Consultant ceases performance or Authority requires Consultant cease performance of the purposes set forth in the Agreement, Consultant shall promptly return or destroy (with written notice to Authority itemizing the materials destroyed) all Confidential Information then in its possession at the direction of Authority. Notwithstanding the foregoing, the nondisclosure obligations of this Agreement shall survive any termination of this Agreement.

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Staff Report – Item 1j
Item 1j: Adopt Resolution Authorizing the Chief Executive Officer to Finalize Negotiations and Execute Master Agreement with J. Aron & Company LLC to Enable the Execution of Energy Transactions
From: Monica Padilla, CEO
Prepared by: Zakary Liske, Deputy Director of Power Resources Date: 8/13/2025

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (“Board”) adopt Resolution 2025- 15 (Attachment 1) delegating authority to the Chief Executive Officer (CEO) to finalize negotiations and execute a Master Agreement (as defined below) with J. Aron & Company LLC (“J. Aron”).

Specifically, the CEO requests authority to execute the Master Agreement as provided for in Attachment 2, which contains the proposed terms under the Cover Sheet and Collateral Annex Paragraph 10.

BACKGROUND
SVCE bases its power supply agreements on the industry-standard Edison Electric Institute (EEI) master power purchase and sale agreement (“Master Agreement”). The Master Agreement is a widely used standard form agreement containing general terms and conditions for electric power transactions. The SVCE Board via resolution and/or minute action, has authorized the CEO to execute Master Agreements with multiple counterparties and has delegated authority to transact under the Master Agreements contingent on limits related to term, price and/or products such as renewable energy and resource adequacy capacity. To-date, SVCE has executed EEI agreements with 20 counterparties, most recently with Dynasty Power Inc. in April 2024.

The Board-approved Energy Risk Management Policy (“ERM Policy”) establishes limits for the types of transactions the CEO, or her designee, may execute along with limits on authority related to term, volume and dollars and necessary oversight. The Board most recently approved a revised ERM Policy in May 2025. The Master Agreements are intended to work within the parameters of the ERM Policy.

Over the course of several months in 2025, J. Aron and SVCE negotiated an EEI Master Agreement. The two parties have agreed to certain terms and provisions as defined in the attached EEI Cover and Collateral Annex, which have been reviewed and approved by SVCE’s counsel and are consistent with the terms approved by the Board under existing Master Agreements. Over the past several years, J. Aron, an affiliate of Goldman Sachs, has entered into EEI Master Agreements with several other community choice aggregators (CCAs) as the investment bank has taken a more active presence in the California market.

ANALYSIS & DISCUSSION
The Master Agreements does not itself obligate SVCE to execute transactions but rather enables parties to transact various types of energy and related services such as renewable energy resources to meet Renewable Portfolio Standards (RPS); carbon-free resources; system energy at fixed and/or index prices and resource adequacy capacity products. The Master Agreement between SVCE and each counterparty includes standard, boilerplate terms and conditions, with modifications negotiated by the parties via a “Cover Sheet” as well as certain global credit provisions. Enhancement of credit and/or collateral requirements are memorialized through the execution of a Collateral Annex. Energy transactions are made through competitive solicitations Item 1j
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Agenda Item: 1j Agenda Date: 8/13/2025

34910991v1
and memorialized via written “Confirmations” setting forth the specifics of the purchase such as term, product, volume, and price.

The Board may either execute Master Agreements and subsequent Confirmations or delegate such authority to the CEO, which the Board has done subject to certain limitations and adherence to the Board-approved Energy Risk Management Policy.

J. Aron Master Agreement
J. Aron is a New York limited liability corporation under the Goldman Sachs Group, Inc. The proposed Master Agreement would enable SVCE to enter transactions with J. Aron which will add a new counterparty when SVCE makes wholesale purchases, providing additional depth to SVCE’s power procurement activities.

J. Aron is not a publicly rated entity but it receives credit support from its guarantor, the Goldman Sachs Group, Inc., which has a BBB+ rating from S&P Global and an A2 rating from Moody’s.

ALTERNATIVE
SVCE could choose to not execute the Master Agreement with J. Aron, and only transact with existing counterparties enabled under Master Agreements, thus limiting counterparties and increasing the potential for counterparty concentration and credit risk.

STRATEGIC PLAN
SVCE’s Strategic Plan, Goal 4, directs staff to acquire power supply resources in a cost-effective manner to meet legislative and regulatory obligations, Board directives and customer specific products.

FISCAL IMPACT
There is no expected fiscal impact as a result of approving this Master Agreement with J. Aron. Any future transactions with J. Aron would be made within SVCE’s approved budget at the time.

ATTACHMENTS

1. Resolution No. 2025-15 Delegating Authority to the Chief Executive Officer to Finalize Negotiations and Execute a Master Agreement with J. Aron & Company LLC

2. Master Power Purchase and Sale Agreement with J. Aron & Company LLC – Cover Sheet and Collateral Annex Paragraph 10
Item 1j

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2025-15

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN

ENERGY AUTHORITY DELEGATING AUTHORITY TO THE CHIEF EXECUTIVE

OFFICER TO FINALIZE NEGOTIATIONS AND EXECUTE A MASTER AGREEMENT WITH J. ARON & COMPANY LLC

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

WHEREAS, the Silicon Valley Clean Energy Authority (“Silicon Valley Clean Energy”) was formed on March 31, 2016;
WHEREAS, Silicon Valley Clean Energy launched service under a community choice aggregation program on April 3, 2017;
WHEREAS, to provide such service, Silicon Valley Clean Energy purchases energy, renewable energy, carbon free energy, resource adequacy and related products and services (the “Product”) from energy generating sources that are cleaner and have a higher percentage of renewable energy than that provided by the incumbent utility and at competitive prices;
WHEREAS, the EEI Master Agreement (“Master Agreement”) is an industry standard framework agreement used for the purchase of Product that establishes certain terms and conditions for the contractual relationship between an energy purchaser and energy supplier, but which does not require a purchaser to purchase or a supplier to supply the Product without further written agreements executed in accordance with the terms and conditions of a Master Agreement (“Confirmations”); WHEREAS, the following Suppliers are currently parties to an Approved Master Agreement:
3 Phases Renewables Inc.

BP Energy Company
Boston Energy Trading and Marketing LLC
Calpine Energy Services, L.P.

Citadel Energy Marketing LLC
City of Palo Alto
Constellation Energy Generation, LLC
DTE Energy Trading, Inc.

Dynasty Power Inc.

Mariposa Energy, LLC
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Morgan Stanley Capital Group, Inc.

NextEra Energy Marketing, LLC
NRG Business Marketing LLC
Pacific Gas and Electric Company
Powerex Corp.

Shell Energy North America (US), L.P.

Southern California Edison Company
TransAlta Energy Marketing (US) Inc.

Wellhead Power Exchange, LLC
WHEREAS, the Board continues to reserve to itself the authority to authorize new Approved Master Agreements; and
WHEREAS, Board Resolution 2019-03 provides authority to the Chief Executive Officer to execute confirmations and amendments thereto, from time to time consistent with and subject to the limits, requirements, oversight and authority under ERM Policy, with suppliers that are parties to an Approved Master Agreement; WHEREAS, Silicon Valley Clean Energy desires to enter into a Master Agreement with J. Aron & Company LLC to transact Product and has agreed to terms and conditions consistent with Approved Master Agreements.

NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the Board delegates authority to the Chief Executive Officer to:

1. Finalize negotiations and execute a Master Agreement with J. Aron & Company LLC with terms consistent with the form of agreement presented to the Board of Directors, with any non-material changes, additions, variations or deletions (“Changes”) which following such execution by both parties, shall become an Approved Master Agreement.

ADOPTED AND APPROVED this 13
th day of August 2025, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Fruen
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Barbadillo
Item 1j
Attachment 1
Draft Resolution 2025-15

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:

Secretary
Item 1j
Attachment 1
Draft Resolution 2025-15

CONFIDENTIAL
1 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Master Power
Purchase & Sale
Agreement

Item 1j
Attachment 2

EDISON ELECTRIC

INSTITUTE

CONFIDENTIAL
1 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date:
_______________, 2023 (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:

Name: J. Aron & Company LLC (“Aron” or
“Party A”)
Name: Silicon Valley Clean Energy Authority, a
California joint powers authority (“SVCE” or “Party
B”)
All Notices:
200 West Street
New York, NY 10282-2198
Attn: Commodity Operations
Phone:

Facsimile:

Email:

Duns:

Federal Tax ID Number:

All Notices:
333 W. El Camino Real, Suite 330
Sunnyvale, California 94087
Attn: Monica Padilla, CEO and Kris VanVactor ,
Director of Power Resources
Phone:

Email
Duns:

Federal Tax ID Number:

Invoices:

Attn: Contract Execution Dept.

Phone:

Facsimile:

Invoices:

Attn: Power Supply Group
Phone:

Email:

Scheduling:

Attn: Power Scheduling
Phone:

Facsimile:

Scheduling:

Attn: Tenaska
Team Email:

Attn: 24x7 Operations Desk
Phone:

Email:

Attn: Adam Cochran, Manager, Operations
Phone:

Email:

Attn: Paul Messmann, Senior System Operator
Phone:

Email:

Outage information:

Resource testing information:

Item 1j
Attachment 2

CONFIDENTIAL
2 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Confirmations:

Attn:

Phone:

Email:

Confirmations:

Attn: Kris VanVactor
Phone:

Email:

Payments:

Attn: Contract Execution Dept.

Phone: (212) 357-6450
Facsimile: (212) 428-4536
Payments:

Attn: Finance Group
Phone:

Email:

Wire Transfer:

BNK: CITIBANK, N.A.
399 Park Avenue
New York, N.Y.

A/C J. ARON & CO

NEW YORK
ABA: 021000089
ACCT: 09292521
Wire Transfer:

BNK: River City Bank
ABA: 121133416
ACCT: 6042313302
Credit and Collections:

Attn: Credit & Risk Management
Phone:

Facsimile:

Email:

Credit and Collections:

Attn: Finance Group
Phone:

Email:

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

Attn:

Phone:

Email:

With a copy to:

Attn:

Phone:

Email:

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

Attn: Michael Callahan, General Counsel
Email:
and to:

Kris VanVactor, Director of Power Resources
Email:
and to:

Amrit Singh, CFO and Director of Administrative
Services
Email:

Item 1j
Attachment 2

CONFIDENTIAL
3 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

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

Party A Tariff: Rate Schedule FERC No. 1 Dated: December 31, 2001 Docket Number: ER02-237-000 Party B Tariff N/A
Article Two
Transaction Terms and Conditions  Optional provision in Section 2.4. If not checked, inapplicable.

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

Article Five  Cross Default for Party A:

Events of Default; Remedies  Party A: Cross Default Amount $______  Other Entity: The
Goldman Sachs Group Inc.

Cross Default Amount $
 Cross Default for Party B:
 Party B: SVCE Cross Default Amount $
 Other Entity: Cross Default Amount $

5.6 Closeout Setoff:
 Option A (Applicable if no other selection is made.)
 Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:
 Option C (No Setoff)
Article Eight 8.1 Party A Credit Protection:

Credit and Collateral Requirements (a) Financial Information:
 Option A
 Option B Specify:
 Option C Specify:
(1) The annual report containing audited consolidated
financial statements for such fiscal year of Party B prepared in accordance with generally accepted accounting principles as soon as practicable after demand, but in no event later than 180 days after the end of each annual period and such Item 1j
Attachment 2

CONFIDENTIAL
4 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
request will be deemed to have been filled if such financial statements are available at https://www.svcleanenergy.org, and (2) quarterly unaudited financial statements for Party B for the first three quarters of its fiscal year as soon as practicable upon demand, but in no event later than 90 days after the applicable quarter. Should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the
preparation, certification and delivery of the statements.

The first quarterly unaudited statement will be provided within 90 days after the fiscal quarter during which Party A begins deliveries under a Transaction.
(b) Credit Assurances:
 Not Applicable
 Applicable
(c) Collateral Threshold:
 Not Applicable
 Applicable
If applicable, the provisions of Section 8.1(c) of the
Agreement shall be replaced by the provisions of the
Collateral Annex attached hereto.
(d) Downgrade Event:
 Not Applicable
 Applicable
If applicable, complete the following:
 It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below BBB- from S&P or Baa3 from
Moody’s or if Party B is not rated by either S&P or
Moody’s.
 Other - Specify:
(e) Guarantor for Party B: N/A
Guarantee Amount: N/A

8.2 Party B Credit Protection:

Item 1j
Attachment 2

CONFIDENTIAL
5 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
(a) Financial Information:
 Option A
 Option B Specify:
 Option C Specify: The Goldman Sachs Group, Inc.

Most recent financial statements of GS Group as available, which shall be available via the following link-http://www2.goldmansachs.com/our-firm/investors/financials/current/annual-reports/index.html. (b) Credit Assurances:
 Not Applicable
 Applicable
(c) Collateral Threshold:
 Not Applicable
 Applicable
If applicable, the provisions of Section 8.2 (c) of the Agreement shall be replaced by the provisions of the
Collateral Annex attached hereto.
(d) Downgrade Event:
 Not Applicable
 Applicable
If applicable, complete the following:
 It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3 from
Moody’s or if Party A is not rated by either S&P or
Moody’s.
 Other - Specify: It shall be a Downgrade Event for Party A if Party A’s Guarantor’s Credit Rating falls below
BBB- from S&P or Baa3 from Moody’s or if Party A’s
Guarantor is not rated by either S&P or Moody’s.
(e) Guarantor for Party A: The Goldman Sachs Group, Inc.

Guarantee Amount:

Article Ten
Confidentiality  Confidentiality Applicable If not checked, inapplicable.

Item 1j
Attachment 2

CONFIDENTIAL
6 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

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

ARTICLE ONE: GENERAL DEFINITIONS.

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

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

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

4. “Force Majeure”: Section 1.23 is amended by (i) deleting from the second and third lines the phrase “which event or circumstance was not anticipated as of the date the Transaction was agreed to,” and (ii) inserting in the thirteenth line thereof before the phrase “foregoing factors” the word “two.”

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

6. A new Section 1.26A is added as follows:

Item 1j
Attachment 2

CONFIDENTIAL
7 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
““Joint Powers Agreement” means the Joint Powers Agreement, effective as of March 31, 2016, as amended, providing for the formation of Party B, as such agreement may be further amended or amended and restated.”

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

8. “Losses”: Section 1.28 is amended by adding to the end thereof:
”

9. “Potential Event of Default”: Section 1.46 is deleted in its entirety.

10. “Recording”: Section 1.50 is amended by changing “Section 2.4” to “Section 2.5”.

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

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

13. “Sales Price” Section 1.53 is amended by:
(i) deleting the phrase “at the Delivery Point” from the second line; (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent a sale”; and inserting after the word “liability” in the ninth line the following:
”

14. “Settlement Amount”: Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section

5.2.”

15. “Transaction”: Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to.”
ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS.

1. Section 2.1 is deleted in its entirety and replaced with the following:
“A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties. Each Party agrees not to contest, or assert any defense to, the validity or Item 1j
Attachment 2

CONFIDENTIAL
8 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.”

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

3. Section 2.4 is amended by deleting the words “either orally or” in the sixth and seventh lines and adding “a” before the word “writing”.

4. Section 2.5 is deleted in its entirety and replaced with the following:
“2.5 Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence and secured from improper access, and to the retention, monitoring or transfer to or from Affiliates and/or regulatory bodies (as applicable) of such recordings (in any jurisdiction), for the purposes of compliance with applicable law or regulation, quality assurance or record-keeping, provided however that it shall be the responsibility of each party to satisfy any notice and/or consent requirements (as applicable) imposed by applicable law or regulation with respect to the recording that it conducts; provided, however, that both Parties acknowledge and agree that any such Recording may not be submitted as evidence in any proceeding or action relating to this Agreement.

Each Party waives any further notice of such monitoring or recording and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees.”
ARTICLE THREE: OBLIGATIONS AND DELIVERIES.

1. Section 3.2 is amended by adding the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.”
ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES.

2. In Section 5.1(g), delete the phrase “or becoming capable at such time of being declared,” on the eighth line of the Section, and add the following at the end of the Section:
“provided, however, that no default or event of default shall be deemed to have occurred under this Section 5.1(g) to the extent that any applicable cure period or grace period is available;”

3. In Section 5.1(h)(v), add “made in connection with this Agreement” after “any guaranty”.

Item 1j
Attachment 2

CONFIDENTIAL
9 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

4. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, adding the conjunction “or”, and adding new subsections that read as follows:
“(i) Party A’s authorization to make sales at market-based rates in CAISO is revoked or suspended by the Federal Energy Regulatory Commission unless FERC accepts for filing a tariff or rate schedule that authorizes Party A to make wholesale sales under this Agreement and has an effective date that is no more than 180 days after the revocation or suspension of Party’s A authorization to make sales at market-based rates. (j) A Party, its Guarantor or any Specified Entity (as defined below) of such Party:
(i) defaults under a Specified Transaction (as defined below) and, after giving effect to any applicable notice requirement or grace period, which results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (ii) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment date or delivery date of a Specified Transaction; or
(iii) disaffirms, disclaims or repudiates any Specified Transaction. ‘Specified Transaction’ means any transaction (other than a Transaction) now existing or hereafter entered into between one Party to this Agreement (or any Guarantor or any applicable Specified Entity of such Party) and the other Party to this Agreement (or any Guarantor or any applicable Specified Entity of such Party) that is a spot, forward, option or swap transaction in or with respect to one or more currencies, commodities, securities, rates, indices or other measures of financial or economic risk or any other similar transaction (or any combination thereof). ‘Specified Entity’ shall mean with respect to Party A: Goldman Sachs & Co. LLC, Goldman Sachs Bank USA, Goldman Sachs International, Goldman Sachs Japan Co., Ltd., Goldman Sachs International Bank, Goldman Sachs (Asia) Finance, Goldman Sachs Financial Markets, L.P., Goldman Sachs Paris Inc. et Cie, Goldman Sachs Mitsui Marine Derivative Products, L.P., Goldman Sachs Bank Europe SE and J.

Aron & Company (Singapore) Pte.
‘Specified Entity’ shall mean with respect to Party B: N/A.”

5. Section 5.2 is amended by:
(i) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable”; and (ii) adding the following to the end of that provision
Item 1j
Attachment 2

CONFIDENTIAL
10 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

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

ARTICLE SIX: PAYMENT AND NETTING.

1. In Section 6.3, lines 3, 16 & 17, change “twelve (12) months” to “twenty-four (24) months”.

ARTICLE SEVEN: LIMITATIONS.

1. Section 7.1 is amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
(ii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.” ARTICLE TEN: MISCELLANEOUS.

1. In Section 10.2, delete the phrase “(including any Confirmation accepted in accordance with Section 2.3)” from Sections 10.2(ii), (iii), (iv), (vi), (vii), (viii), (x) and (xi).

2. Section 10.2(ix) is deleted in its entirety and replaced with the following:
“such Party intends that it is a “forward contract merchant” within the meaning of the Title 11 of the United States Code, as amended (the “Bankruptcy Code”), all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Code, each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, and the Parties are entities entitled Item 1j
Attachment 2

CONFIDENTIAL
11 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
to the rights under, and protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code.”

3. After Section 10.2(xii) add the following:
“(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties; (xiv) it intends that all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) it intends that all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”;
(xvi) it intends that each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions;
(xvii) it is an “eligible commercial entity” within the meaning of Section 1a (17) of the Commodity Exchange Act, as amended (the “Commodity Exchange Act”); and (xviii) it is an “Eligible Contract Participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended, 7 U.S.C. § 1a(18).”

4. Section 10.5 is amended as follows:
“(i) in the second and third lines, delete the words “may be withheld in the exercise of its sole discretion” and replace them with the following: “will not be arbitrarily withheld or delayed”; (ii) in the fourth line, delete “(and without relieving itself from liability hereunder)”; [(iii) in clause (iii) insert “or pursuant to any consolidation or amalgamation with, or merger with or into another entity or the reorganization, incorporation, reincorporation or reconstitution into or as another entity” after “such Party”. ]

5. Section 10.6 is amended by deleting the sentence “EACH PARTY WAIVES ITS RESPECTIVE RIGHT

TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.”
and adding the following after the last line: “(a) EACH PARTY HEREBY IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

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

AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, Item 1j
Attachment 2

CONFIDENTIAL
12 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND

THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (b) EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND

FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, FOR ANY ACTION OR

PROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY

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

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

6. Section 10.6 is amended by changing “NEW YORK” to “CALIFORNIA”.

7. Section 10.7 is deleted in its entirety and replaced with the following:
“10.7 Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet.

Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or email. Notice given by email or hand delivery shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith; provided, however, that changes to invoice, payment, wire transfer and other banking information on the Cover Sheet must be made in writing and delivered via certified mail and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes to the Cover Sheet.”

8. Section 10.8 is amended by:
(i) changing the words “parties” and “party” to “Parties” and “Party” in the third sentence; (ii) deleting the second to last sentence and replacing it with the following: “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations, the audit provisions of this Agreement shall survive the termination of this Agreement for a period of twelve (12) months, and any applicable provisions of this Agreement shall continue in effect Item 1j
Attachment 2

CONFIDENTIAL
13 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
after termination to the extent necessary to enforce or complete the duties, obligations or responsibilities of the Parties arising prior to termination”; and
(iii) adding the following to the end thereof: “This Master Agreement may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument.

Delivery of an executed signature page of this Master Agreement and any Confirmation by electronic mail transmission shall be effective as delivery of a manually executed signature page.”

9. Section 10.9 is amended by inserting the words “copies of” after the word “examine” in line 2.

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

11. Section 10.11 is deleted in its entirety and replaced with the following:
“Confidentiality. Neither Party shall disclose the terms or conditions of a Transaction under this Agreement for a period of the longer of (a) the maturity or, if terminated or settled early, the date of such termination or early settlement of such Transaction and (b) two years after a Transaction is entered into, to a third party (other than to a “Representative”, which means, as to any person, such person's Affiliates and its and their employees, officers, directors, lenders, counsel, accountants, investment committee, sponsor, and agents of the Party who are under a general duty to maintain information related to the recipient Party confidential or have otherwise agreed to keep such terms or conditions confidential) except (i) in order to comply with any applicable law, order, regulation or exchange rule; (ii) in connection with any court, regulatory or self-regulatory request, inquiry, proceeding or pursuant to routine supervisory oversight; (iii) to the extent necessary for the enforcement of this Agreement; (iv) to the extent necessary to implement any Transaction, including without limitation, to any swap execution facilities, clearing houses, middleware platforms and similar service providers in connection with the execution, clearing and processing of any Transactions; (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index; or (vi) to the extent required by Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules, regulations, interpretations and orders published or issued thereunder or otherwise to comply with regulatory required trade reporting obligations, including, without limitation, reporting of transactions and similar information, and disclosure of trade information including the Party’s identity (by name, identifier or otherwise) to a “swap data repository” as defined in Section 1a(48) of the U.S. Commodity Exchange Act and the rules, regulations, interpretations and orders published or issued by the Commodity Futures Trading Commission thereunder. Each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure of the terms or conditions of any Transaction (other than as permitted hereunder).

Additionally, nothing contained herein is intended to limit disclosure of information that is in or becomes available to the public other than as a result of an unauthorized disclosure in violation of the terms of this provision. The Parties shall be entitled to all remedies at law or in equity to enforce, or seek relief in connection with, this confidentiality provision except that neither Party shall be liable (in contract, tort, equity or otherwise) for any special, incidental or consequential damages of any nature howsoever arising in respect of any breach of this confidentiality provision. Notwithstanding the above, each Party (and each Item 1j
Attachment 2

CONFIDENTIAL
14 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
employee, representative, or other agent of a Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.

Party A and Party B acknowledge and agree that the Master Agreement and any Transactions entered into in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 7920 et seq.). In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.”
Upon request or demand of any third person or entity not a Party hereto to Party B pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), Party B will as soon as practical notify Party A in writing via email that such request has been made and will not disclose the Requested Confidential Information until Party A has been afforded an adequate opportunity to seek protection of the Requested Confidential Information from disclosure. Party A will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release of the Requested Confidential Information to the third party by Party B. If Party A takes no such action within sixty (60) days after receiving the foregoing notice from Party B, Party B shall, at its discretion, be permitted to comply with the third party’s request to the extent required by the California Public Records Act and is not required to defend against it. If Party A does take or attempt to take such action, Party B shall provide timely and reasonable cooperation to Party A, if requested by Party A.”

12. The following Mobile-Sierra clause is added as a new Section 10.12:
“Standard of Review/Modifications.
(a) Absent the prior mutual written agreement of all parties to the contrary, the standard of review for any proposed changes to the rates, terms and/or conditions of service of this Agreement or any Transaction entered into thereunder, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the Mobile-Sierra “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008) and further refined in NRG Power Marketing v. Maine Public Utilities Commission, 558 U.S. 165 (2010) (the “Mobile-Sierra” doctrine).
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, Item 1j
Attachment 2

CONFIDENTIAL
15 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).”

13. The following is added as a new Section 10.13:
“Physical Transactions. The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy or capacity attributes. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.”

14. The following is added as a new Section 10.14:
“Imaged Agreement. Any original executed Agreement, Confirmation or other related document may be imaged and stored electronically (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidenced on paper, the Confirmation, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Confirmation or the Imaged Agreement on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence.”

15. The following is added as a new Section 10.15:
“Generally Accepted Accounting Principles. Any reference to “generally accepted accounting principles” shall mean, with respect to an entity and its financial statements, generally accepted accounting principles, consistently applied, adopted or used in the jurisdiction of the entity whose financial statements are being considered for the purposes of this Agreement.”

16. The following is added as a new Section 10.16:
“No Recourse Against Constituent Members of Party B. Party B is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Party B will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement.

Party A will have no rights and will not make any claims, take any actions or assert any remedies against any of Party B’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Party B or Party B’s constituent members, in connection with this Agreement.”

17. The following is added as a new Section 10.18:
“Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information source, then the following provisions shall be applicable to such Transaction.

Item 1j
Attachment 2

CONFIDENTIAL
16 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
(a) Market Disruption. If a Market Disruption Event occurs on any one or more days during a Determination Period (each day, a “Disrupted Day”), then:
(i) The fallback Floating Price, if any, specified by the Parties in the relevant Confirmation shall be the Floating Price for each Disrupted Day.
(ii) If the Parties have not specified a fallback Floating Price, then the Parties will endeavor, in good faith and using commercially reasonable efforts, to agree on a substitute Floating Price, taking into consideration, without limitation, guidance, protocols or other recommendations or conventions issued or employed by trade organizations or industry groups in response to the Market Disruption Event and other prices published by the Price Source or alternative price sources with respect to the Delivery Point or comparable Delivery Points that may permit the Parties to derive the Floating Price based on historical differentials. (iii) If the Price Source retrospectively issues a Floating Price in respect of a Disrupted Day (a “Delayed Floating Price”) before the parties agree on a substitute Floating Price for such day, then the Delayed Floating Price shall be the Floating Price for such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of a Disrupted Day after the Parties agree on a substitute Floating Price for such day, the substitute Floating Price agreed upon by the Parties will remain the Floating Price without adjustment unless the Parties expressly agree otherwise. (iv) If the Parties cannot agree on a substitute Floating Price and the Price Source does not retrospectively publish or announce a Floating Price, in each case, on or before the fifth Business Day following the first Trading Day on which the Market Disruption Event first occurred or existed, then the Floating Price for each Disrupted Day shall be determined by taking the arithmetic mean of quotations requested from four leading dealers in the relevant market that are unaffiliated with either Party and mutually agreed upon by the Parties (“Specified Dealers”), without regard to the quotations with the highest and lowest values, subject to the following qualifications:
(A) If exactly three quotations are obtained, the Floating Price for each such Disrupted Day will be the quotation that remains after disregarding the quotations having the highest and lowest values.
(B) If fewer than three quotations are obtained, the Floating Price for each such Disrupted Day will be the average of the quotations obtained.
(C) If the Parties cannot agree upon four Specified Dealers, then each of the Parties will, acting in good faith and in a commercially reasonable manner, select up to two Specified Dealers separately, and those selected dealers shall be the Specified Dealers. (D) Unless otherwise agreed, if at any time the Parties agree on a substitute Floating Price for any Disrupted Day, then such substitute Floating Price shall be the Floating Price for such Disrupted Day, notwithstanding the subsequent publication or announcement of a Delayed Floating Price by the relevant Price Source or any quotations obtained from Specified Dealers.
“Determination Period” means each calendar month a part or all of which is within the Delivery Period of a Transaction.

Item 1j
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CONFIDENTIAL
17 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
“Exchange” means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction.
“Floating Price” means a Contract Price specified in a Transaction that is based upon a Price Source.
“Market Disruption Event” means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce, publish or make available the specified Floating Price or information necessary for determining the Floating Price for a particular day; (b) the failure of trading to commence on a particular day or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange, RTO or in the market specified for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange or RTO specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price by the Price Source or a material change in the composition of the Product.
“Price Source” means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. “RTO Transaction” means a Transaction in which the Price Source is an RTO. “Trading Day” means a day in respect of which the relevant Price Source ordinarily would announce, publish or make available the Floating Price. (b) Corrections to Published Prices. For purposes of determining the relevant prices for any day, if the price published or announced on a given day and used or to be used to determine a relevant price is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement, either Party may notify the other Party of (i) that correction and (ii) the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. (c) Calculation of Floating Price. For the purposes of the calculation of a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged.”

18. The following shall be added as a new Section 10.19:

Item 1j
Attachment 2

CONFIDENTIAL
18 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
“10.19 U.S. Resolution Stay Provisions
(1) Recognition of the U.S. Special Resolution Regimes
(a) In the event that Party A becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder or (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S.

Special Resolution Regime”) the transfer from Party A of this Agreement, and any interest and obligation in or under, and any property securing, this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under, and any property securing, this Agreement were governed by the laws of the United States or a state of the United States. (b) In the event that Party A or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under this Agreement that may be exercised against Party A are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(2) Limitation on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings
Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that:
(d) Party B shall not be permitted to exercise any Default Right with respect to this Agreement or any Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of the Party A becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and
(e) Nothing in this Agreement shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of Party A becoming subject to an Insolvency Proceeding, unless the transfer would result in the Party B being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to the Party B.
(3) U.S. Protocol
If Party B adheres to the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. Protocol”), after the date of this Agreement, the terms of the ISDA U.S. Protocol will supersede and replace the terms of this Part 5 (k).

For purposes of this Section 10.19:
“Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

Item 1j
Attachment 2

CONFIDENTIAL
19 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
“Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of Party A under or with respect to this Agreement, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.”

19. The following shall be added as a new Section 10.20:
“Scope of Agreement. Notwithstanding anything contained in this Agreement to the contrary, any transaction for the purchase and sale of electric capacity, energy or other products related thereto which has been or will be entered into between Party A and Party B shall constitute a “Transaction” which is subject to, governed by, and construed in accordance with the terms of this Agreement.” SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM.

Schedule M is hereby deleted in its entirety and replaced with the following:

1. The Parties agree to add the following definition to Article One:
“Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.).

2. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:
“If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.”

3. The Parties agree to add the following sections to Article Three:
“Section 3.4 Party B ’s Deliveries. Upon request by Party A, Party B shall provide Party A (a) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party B of this Master Agreement and (b) the incumbency and signatures of the signatories of Party B executing this Master Agreement and any Confirmations executed in connection herewith, and setting forth the names and signatures of employees of Party B with authority to act on behalf of Party B.

Section 3.5 No Immunity Claim. Party B warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (provided that such court is located within a venue permitted under the Agreement), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations and/or rights set forth in the California Government Claims Act (Government Code Section 810 et seq.).”

4. The Parties agree to add the following representations and warranties to Section 10.2:
“Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Item 1j
Attachment 2

CONFIDENTIAL
20 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.

Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.”

5. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:
“NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY.” SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS.

1. The Parties agree to add the following definitions to Schedule P:
““CAISO Energy” means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the California Independent System Operator (“CAISO”) Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the CAISO tariff, as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” as defined in the CAISO Tariff.” ““West Firm” or “WSPPC-Firm” means with respect to a Transaction, a Product defined by the WSPP Agreement as amended, in Service Schedule C as Firm Capacity/Energy Sale or Exchange Service.” Item 1j
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CONFIDENTIAL
21 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED.
““WSPP Agreement” means the WSPP as amended from time to time.”

2. The Parties agree to add the following new Section 7 to Schedule P:
“Other Products and Service Levels: If the Parties agree to a service level defined by a different agreement (e.g., the WSPP Agreement, the California Independent System Operator tariff, etc.) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, such reference to a service level/product shall be defined by such other agreement, including, if applicable, the regional reliability requirements and guidelines as well as the excuses for performance, Force Majeure, Uncontrollable Forces, or other such excuses applicable to such other agreement, to the extent inconsistent with the terms of this Agreement, but all other terms and conditions of this Agreement shall remain applicable including, without limitation, Section 2.2.”

3. The Parties may from time to time by notice to each other mutually agree to adopt product definitions, delivery point language and definitions, and conversion conventions, that are posted by the Edison Electric Institute to its website as optional language for the Master Power Purchase and Sale Agreement. [Signatures appear on the following page.]
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22 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the Effective Date.

J. ARON & COMPANY LLC, a New York
limited liability company

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

Name:

Title:

By:

Name:

Title:

DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.

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1 PARAGRAPH 10
to the

COLLATERAL ANNEX
to the

EEI MASTER POWER PURCHASE AND SALE AGREEMENT

CREDIT ELECTIONS COVER SHEET
Between
J. Aron & Company LLC (“Party A”)
and
Silicon Valley Clean Energy Authority (“Party B”)
Paragraph 10. Elections and Variables
I. Collateral Threshold.

A. Party A Collateral Threshold
$______________ (the “Threshold Amount”); provided, however, that the Collateral Threshold for Party A shall be zero upon the occurrence and during the continuance of an Event of Default or a Potential Event of Default with respect to Party A; and provided further that, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand.
(a) The amount (the “Threshold Amount”) set forth below under the heading “Party A Collateral Threshold” opposite the Credit Rating for [Party A][Party A’s Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party A][its Guarantor] does not have a Credit Rating from the rating agency specified below or an Event of Default or a Potential Event of Default with respect to Party A has occurred and is continuing; provided, however, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand.

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2 Party A
Collateral Threshold Credit Rating
$__________ _______ (or above)
$__________ _______
$__________ _______
$__________ _______
$__________ Below _______
 “Threshold Amount” means
3 The amount of the Guaranty Agreement dated _____ from _____, as amended from time to time but in no event shall Party A’s Collateral Threshold be greater than $______.

Other:

B. Party B Collateral Threshold.
$______________ (the “Threshold Amount”); provided, however, that the Collateral Threshold for Party B shall be zero upon the occurrence and during the continuance of an Event of Default or a Potential Event of Default with respect to Party B; and provided further that, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand.

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3 (a) The amount (the “Threshold Amount”) set forth below under the heading “Party B Collateral Threshold” opposite the Credit Rating for [Party B][Party B’s Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party B][its Guarantor] does not have a Credit Rating from the rating agency specified below or an Event of Default or a Potential Event of Default with respect to Party B has occurred and is continuing; provided, however, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand:

Party B
Collateral Threshold Credit Rating
$__________ _______ (or above)
$__________ _______
$__________ _______
$__________ _______
$__________ Below _______

-
The amount of the Guaranty Agreement dated _____ from _____, as amended from time to time but in no event shall Party B’s Collateral Threshold be greater than $______.

Other – see attached threshold terms
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4 II. Eligible Collateral and Valuation Percentage.

The following items will qualify as “Eligible Collateral” for the Party specified:

Party A Party B Valuation Percentage
(A) Cash [X] [X]
(B) Letters of
Credit
[X] [X]
(C) Other [ ] [ ] ________%
III. Independent Amount.

A. Party A Independent Amount.

Party A shall have a Fixed Independent Amount of If the Fixed Independent Amount option is selected for Party A, then Party A (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party B (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party A’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.

Party A shall have a Full Floating Independent Amount of If the Full Floating Independent Amount option is selected for Party A, then for purposes of calculating Party A’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party A shall be added by Party B to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.

Party A shall have a Partial Floating Independent Amount of If the Partial Floating Independent Amount option is selected for Party A, then Party A will be required to Transfer or cause to be Transferred to Party B Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party A otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced so Item 1j
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5 long as Party A has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.

Not Applicable.

B. Party B Independent Amount.

Party B shall have a Fixed Independent Amount of If the Fixed Independent Amount Option is selected for Party B, then Party B (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party A (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party B’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.

Party B shall have a Full Floating Independent Amount of If the Full Floating Independent Amount Option is selected for Party B then for purposes of calculating Party B’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party B shall be added by Party A to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.

Party B shall have a Partial Floating Independent Amount of If the Partial Floating Independent Amount option is selected for Party B, then Party B will be required to Transfer or cause to be Transferred to Party A Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party B otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced for so long as Party B has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.

Not Applicable.

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6 IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount: $
B. Party B Minimum Transfer Amount: $
V. Rounding Amount.

A. Party A Rounding Amount: $
B. Party B Rounding Amount: $
VI. Administration of Cash Collateral.

A. Party A Eligibility to Hold Cash.

Party A shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex.

Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B.
 Party A shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default or Potential Event of Default; and (2) Cash shall be held only in any jurisdiction within the United States. To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as selected below:

Party A Interest Rate.

Other - ____________
B. Party B Eligibility to Hold Cash.

Party B shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex.

Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A.
 Party B shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event Item 1j
Attachment 2
7 of Default or Potential Event of Default; and (2) Cash shall be held only in any jurisdiction within the United States. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below:

Party B Interest Rate.

Other - ____________
VII. Notification Time.
 Other - 10:00 a.m. Pacific Prevailing Time on a Local Business Day VIII. General.

Amendments to Introductory Paragraph:
(i) Delete “Paragraph 10 Elections” in the first introductory paragraph and replace it with “Paragraph 10 Cover Sheet”.
(ii) The first paragraph of the introduction shall be amended to read as follows:
“This Collateral Annex, together with the Paragraph 10 Cover Sheet, (the “Collateral Annex”) supplements, forms a part of, and is subject to the EEI Master Power Purchase and Sale Agreement dated as of __________ between J. Aron & Company LLC (“Party A”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Party B”), including the Cover Sheet and any other annexes thereto (as amended and supplemented from time to time, the “Agreement”). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given to such terms in the Agreement.”
Amendments to Definitions:
(i) The definition of “Credit Rating” is deleted from the Collateral Annex and all references shall have the meaning set forth in Section 1.12 of the Master Agreement as modified in the Cover Sheet.
(ii) “Credit Rating Event” shall be amended by replacing “6(a)(iii)” with “6(a)(ii)”. (iii) “Downgraded Party” shall be amended by replacing “6(a)(i)” with “6(a)(ii)”. (iv) “Letter of Credit” shall be deleted from both the Master Agreement, as amended by the Schedule thereto, and the Collateral Annex and replaced with the following:
““Letter(s) of Credit” shall mean an irrevocable, standby letter of credit, issued or confirmed by a major U.S. commercial bank or a U.S. branch office of a foreign bank with a Credit Rating of and net capital in excess of
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8 that is substantially in the form attached hereto as
Schedule 1 to this Paragraph 10 to the Collateral Annex or in such other form as may be reasonably acceptable to the beneficiary thereof, in each case, with such changes to the terms in that form as the issuing or confirming bank may require and as may be reasonably acceptable to the beneficiary thereof.”
(v) “Letter of Credit Default” is deleted in its entirety and replaced with the following:
““Letter of Credit Default” shall mean with respect to an outstanding Letter of Credit, the occurrence of any of the following events: (i) the issuer of such Letter of Credit shall fail to maintain a Credit Rating of (ii) the issuer of
the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit; (iii) the issuer of such Letter of Credit shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such Letter of Credit; or (iv) such Letter of Credit shall expire or terminate, or shall fail and cease to be in full force and effect at any time during the term of this Agreement, or fail to be renewed. Notwithstanding the foregoing, references to the “issuer” in this definition shall mean, for each Letter of Credit that was confirmed by a Qualified Institution, the confirming entity.” (vi) “Local Business Day” shall be amended by replacing the word “day” with “Business Day”. (vii) “Notification Time” shall be amended by replacing “11:00, New York time” with “10:00 a.m. Pacific Prevailing Time on a Local Business Day.”
(viii) “Performance Assurance” shall be amended by replacing “6(a)(iv)” with “6(a)(iii)”. (ix) “Qualified Institution” shall be amended by deleting “capital and surplus”, and replacing it with “capital surplus”.
(x) “Secured Party” shall be amended by replacing “3(b)” with “3(a)”.

Amendment to Paragraph 4:
(i) The second to last sentence of Paragraph 4, “Delivery of Performance Assurance”, shall be amended to read as follows:
“Unless otherwise agreed in writing by the Parties, (i) Performance Assurance demanded of a Pledging Party on or before the Notification Time on a Local Business Day shall be provided by not later than the close of business on the third Local Business Day; and (ii) Performance Assurance demanded of a Pledging Party after the Notification time on a Local Business Day shall be provided by not later than the close of business on the third Local Business Day.”
Amendments to Paragraph 5:
(i) Paragraph 5(a) shall be amended by inserting “so long as the amount of the requested reduction is equal to or greater than the Minimum Transfer Amount” after “the Pledging Party for the benefit of the Secured Party” in the third line thereof.

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9 (ii) Paragraph 5(a) shall be further amended by deleting “before the Notification Time on a Business Day” and replacing it with “before the Notification Time on a Local Business Day”.

Amendments to Paragraph 6:
(i) Paragraph 6(a)(ii)(A) shall be amended by inserting “(other than subparagraph (B) below)” after “the provisions of this Paragraph 6(a)(ii)” in the first line thereof. (ii) Paragraph 6(a)(ii)(B) shall be amended by deleting “to perfect the security interest of the Non-Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party”.

Amendments to Paragraph 7:
(i) Paragraph 7(b) shall be amended by deleting it in its entirety and inserting the words “Intentionally Omitted.”
(ii) Paragraph 7(c) shall be amended by adding “The” immediately before “Secured Party” in the first line.

Amendments to Paragraph 10:

Schedule 1 to the Collateral Annex is deleted in its entirety and replaced with the form of Letter of Credit attached as Schedule 1 to this Paragraph 10 to the Collateral Annex.

With respect to the Collateral Threshold, Independent Amount, Minimum Transfer Amount and Rounding Amount, if no selection is made in this Cover Sheet with respect to a Party, then the applicable amount in each case for such Party shall be zero (0). In addition, with respect to the “Administration of Cash Collateral” section of this Paragraph 10, if no selection is made with respect to a Party, then such Party shall not be entitled to hold Performance Assurance in the form of Cash and such Cash, if any, shall be held in a Qualified Institution pursuant to Paragraph 6(a)(ii)(B) of the Collateral Annex.

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10 IN WITNESS WHEREOF, the Parties have caused this Paragraph 10 to the Collateral Annex to be duly executed as of the Effective Date of the EEl Master Power Purchase and Sale Agreement between the Parties.

J. ARON & COMPANY LLC, a New York
limited liability company

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

Name: Name:

Title: Title:

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Schedule 1 - 1
SCHEDULE 1

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date: ____________________
Bank Ref.: ________________
Amount: US$[XXXXXXXX]
Expiration Date: ___________
Beneficiary:

Silicon Valley Clean Energy Authority
333 W. El Camino Real, Suite 330
Sunnyvale, California 94087
Attn: Girish Balachandran, CEO
Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor of Silicon Valley Clean Energy Authority, a California joint powers authority (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of [insert date] and as amended from time to time between Applicant and Beneficiary (the “Master Agreement”). This Letter of Credit shall become effective immediately and shall expire on [insert date] which is [insert time period] after the issue date of this Letter of Credit, or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”) along with a copy of this Letter of Credit and all amendments hereto.

The Drawing Certificate may be presented by (a) U.S. mail, (b) overnight courier or (c) as a PDF attachment to an email to [bank email address]. Transmittal by email shall be deemed delivered when received.

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.

We hereby agree with the Beneficiary that all documents presented under and in compliance with the terms of this Letter of Credit, that such drafts will be duly honored upon presentation to the Issuer on or before the Expiration Date.

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Schedule 1 - 2
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.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

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 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.

Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available. [Bank Name]
___________________________
[Insert officer name]
[Insert officer title]
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Schedule 1 - 3
Exhibit A
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]
The undersigned, a duly authorized representative of Silicon Valley Clean Energy Authority, a California joint powers authority, as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of [insert date] and as amended from time to time (the “Master Agreement”).

2. “An Event of Default (as defined in the Master Agreement) has occurred and is continuing with respect to Applicant under the Master Agreement and no Event of Default has occurred and is continuing with respect to the beneficiary of this Letter of Credit. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit”; OR
“An Early Termination Date (as defined in the Master Agreement) has occurred and is continuing with respect to Applicant under the Master Agreement and no Event of Default has occurred and is continuing with respect to the beneficiary of this Letter of Credit. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit”.

3. The undersigned is a duly authorized representative of Silicon Valley Clean Energy Authority and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to Silicon Valley Clean Energy Authority by wire transfer in immediately available funds to the following account:
[specify account information]
Silicon Valley Clean Energy Authority
_____________________________________
[name and title of authorized representative]
Date___________________________
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Staff Report – Item 1k
Item 1k: Authorize the Chief Executive Officer to Execute an Amended and Restated Scheduling Coordinator Agreement and an Amended and Restated Agreement to Provide Scheduling Agent and Energy Management Services to Incorporate Resource Optimization Functions into the Service with a Combined Not to Exceed Limit of $1,700,000 through December 31, 2026, and an Annual Renewal Not to Exceed of $1,400,000 for Tenaska Power Services
From: Monica Padilla, CEO
Prepared by: Kris Van Vactor, Director of Power Resources Simon Steiner, Wholesale Market Planner
Date: 8/13/2025

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors (“Board”) authorize the Chief Executive Officer (CEO) to execute the two amended and restated agreements with Tenaska Power Services (TPS) to include battery storage optimization services. The two agreements are the Amended and Restated Agent Scheduling Coordinator Agreement (Attachment 1) and Amended and Restated Agreement to Provide Scheduling Agent and Energy Management Services (Attachment 2) with a combined not-to-exceed (NTE) amount for the initial term through December 31, 2026 of $1,700,000 and the ability to extend annually at a renewal rate NTE $1,400,000.

BACKGROUND
SVCE’s clean energy procurement strategy, since its start, has been to procure and integrate battery energy storage systems (BESS) either as standalone or paired to add value to SVCE’s energy portfolio and extend clean energy delivery of solar resources, enhance grid reliability and/or meet procurement mandates. To manage any resource in the California Independent System Operator (CAISO), scheduling bids must be created. These bids are devised using a combination of production and opportunity costs to target an expected outcome. To date, SVCE has signed 24 power purchase agreements directly, in partnership with Central Coast Community Energy (CCCE) and/or with California Community Power (CCPower). In early 2022, Slate became SVCE’s first commercially operational BESS resource, whereby SVCE, along with CCCE, took on the role of Scheduling Coordinator (SC). Since then, Rabbitbrush and Victory Pass have come online. In 2026, SVCE expects two more solar + storage resources to interconnect, Angela and Aratina, that will need to have their bids optimized for CAISO’s marketplace.

In March 2024, the Board approved the existing agreement with TPS for SC services and to act as SVCE’s SC in an agent role with the CAISO. In June 2023, SVCE, along with CCCE, issued a Request for Proposals (RFP) for optimization services for the fleet of battery resources both agencies have under contract. Stem was selected as the vendor through this process, and the Board at the February 14, 2024 meeting (SVCE February Board Meeting – Item 1f) authorized SVCE’s CEO to execute an agreement with Stem for BESS optimization software services. An agreement was executed; however, Stem could not implement the service on time, resulting in a mutual termination of the agreement. TPS did provide a proposal to the RFP, however, they were not selected at the time. On an interim basis TPS, has been providing BESS optimization support through a short-term agreement and has been managing SVCE’s resources in CAISO’s market.

Item 1k
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1k Agenda Date: 8/13/2025

34910991v1

ANALYSIS & DISCUSSION
When Stem was trying to onboard its BESS optimization software, TPS performed the function at a similar cost to Stem’s bid. Since TPS is SVCE and CCCE’s SC for generation management and has demonstrated its capacity to optimize the resources effectively, integrating TPS’ bid creation and optimization services into the existing SC function is the most efficient and economical solution. The two agreements are needed to effectively manage dispatchable resources in CAISO’s market and to target expected returns from SVCE’s investment.

The first agreement, The Agent Scheduling Coordinator Agreement, is necessary to manage non-SVCE-specific Scheduling Coordinator ID-related resources. These are resources that are typically split with 3CE and do not have a unique identifier associated with each agency. A 3rd party identifier Scheduling Coordinator Identification Code (SCID) is used for these resources to be scheduled into CAISO. The annual cost associated with this agreement will reach ~$678,000 by the end of 2026. The second agreement, Agreement to Provide Scheduling Agent and Energy Management Services establishes TPS as SVCE’s SC agent and provides SVCE CAISO market load forecasting, resource management within using SVCE’s SCID (the unique identifier used to add resources and load to) and CRRs. The total cost of this agreement through the end of 2026 is $832,000. Until the end of 2026 the two TPS agreements are expected to cost ~$1,510,000, annual renewal will cost ~$1,132,0001.

The initial term of both agreements will start once executed in August and go through December 31, 2026.

Both agreements have the ability to renew annually at SVCE’s request. This will happen only if staff is satisfied with TPS’ performance. Staff will review the need to issue a new RFP for these services within a five-year period.

Vendor
Established in 1997, TPS is a Federal Energy Regulatory Commission (FERC)-certified power marketing company engaged in the buying and selling of wholesale and retail power and the provision of power marketing and energy management services throughout the United States. With a 200+ person staff headquartered in Irving, Texas, TPS focuses on providing energy management solutions to third-party customer generation assets and retail and wholesale load in various markets including the California Independent System Operator (CAISO), Western Electricity Coordinating Council (WECC), Electric Reliability Council of Texas (ERCOT), Southeast Reliability Council (SERC), Midcontinent Independent System Operator (MISO), Southwest Power Pool (SPP), Pennsylvania New Jersey Maryland Interconnection (PJM), New York Independent System Operator (NYISO), and Independent System Operator of New England (ISONE).

STRATEGIC PLAN
SVCE’s Strategic Plan, Goal 5, directs staff to manage and optimize load and power resources to meet affordability, GHG reduction and reliability objectives.

ALTERNATIVE
The Board can deny the request to execute an Amended and Restated Agent SC Agreement and an Amended and Restated Scheduling Coordinator Agreement, which will require SVCE staff to build bids, and issue a new RFP. This alternative will delay effective management of SVCE’s BESS fleet and create suboptimal results because it will be difficult for staff, without access to optimization models, to develop and submit optimal daily resource utilization bids into CAISO’s market, and would limit SVCE’s optimal oversight and flexibility in managing these resources.
1 The TPS-SVCE Amended and Restated Agent Scheduling Coordinator Agreement is used to manage SVCE and 3CE jointly procured resources in the market. Each CCA is billed separately for its share of the resources managed under this contract. This request is for SVCE’s share of costs under this contract. Additionally, when applicable SVCE can use this agreement for its own resources.

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34910991v1

FISCAL IMPACT
These changes will result in no increases to budgeted costs because they replace the work that was already budgeted under another vendor, STEM. Staff’s spending authority over the term of the two agreements will be limited to the amount of $1,700,000 by the end of 2026. Annual renewals, which will start in fiscal year 2026- 27 will be limited to $1,400,000.

ATTACHMENTS

1. TPS-SVCE Amended and Restated Agent Scheduling Coordinator Agreement

2. TPS-SVCE Amended and Restated Agreement to Provide Scheduling Agent and Energy Management Services
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1 AMENDED AND RESTATED SCHEDULING COORDINATOR AGREEMENT This Amended and Restated Scheduling Coordinator Agreement (“Agreement”) is executed on _________, 2025 (“Effective Date”) between Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE”) and Tenaska Power Services Co. (“TPS”), a Nebraska corporation. SVCE and TPS are also hereinafter referred to in this Agreement individually as “Party” and collectively as the “Parties”.

This Agreement consists of and is governed by the Base Agreement and the General Terms and Conditions attached hereto, together with attached exhibits incorporated by reference in this Agreement.

RECITALS
WHEREAS, TPS and SVCE entered into (i) that certain Scheduling Coordinator Agreement dated March 13, 2024 (“Original Agreement”), with a commencement date thereunder of June 1, 2024 (the “Original Commencement Date”), (ii) that certain Letter Agreement for Optimization Services dated May 28, 2024 (as amended) (the “Optimization Letter Agreement”), and (iii) that certain Letter Agreement for WAPA Base Resource Scheduling Services dated December 6, 2024 (the “WAPA Base Resource Scheduling Letter Agreement” and together with the Original Agreement and Optimization Letter Agreement, the “Prior Agreements”);
WHEREAS, SVCE directly or indirectly owns, controls and/or has power purchase and energy storage agreements (“PPAs”) with battery-powered energy storage resources (“Storage Resource(s)”) and certain solar generating facilities (“Solar Resource(s)”) located within the CAISO and WECC markets as described further in Exhibit A hereto (collectively, the “Resource(s)”), and participates in the CAISO markets (the “Project”); WHEREAS, TPS is in the business of providing Scheduling Coordinator services, including scheduling Energy, load, Capacity, Ancillary Services, and managing Congestion Revenue Rights from generating facilities through the markets operated by CAISO; WHEREAS, SVCE desires TPS to provide certain Scheduling Coordinator Services and other services for the Resources and Services, as defined below and as set forth in this Agreement, in each case, in accordance with the terms and conditions as set forth herein; WHEREAS, TPS desires to perform certain Scheduling Coordinator Services and other services for the Resources and Services, in each case, on the terms and conditions as set forth herein; and
WHEREAS, the Parties desire to amend and restate the Original Agreement in its entirety, as provided herein.

NOW, THEREFORE, SVCE and TPS enter into this Agreement to amend and restate in its entirety the Original Agreement, under which TPS shall provide SVCE with the Services described herein and shall serve as the Scheduling Coordinator with CAISO for the Resources and Transactions as described herein. Accordingly, for and in consideration of the premises, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, SVCE and TPS agree as follows:

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2 BASE AGREEMENT

1. DESIGNATION
Except as provided in this Section 1, no Party will be an agent, partner, joint venturer, or legal representative of any other Party for any purpose whatsoever, and no Party is authorized to assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of any other Party, or to bind any other Party to any Third Party in any manner whatsoever; provided, however, that SVCE authorizes TPS to act, and TPS agrees to act, subject to the terms of this Agreement, as SVCE’s exclusive provider of the Services for the Resources.

The Parties shall conduct their respective duties, obligations, and operations related to this Agreement in accordance with the terms of this Agreement, the Governing Rules, and Prudent Industry Practice.

The relationship of SVCE, on the one hand, with TPS, on the other hand, as set forth in this Agreement is one of an independent contractor.

2. SCHEDULING COORDINATOR SERVICES

2.1 SCID Services. TPS has obtained, or shall promptly obtain upon execution of this Agreement, an SCID that will be unique to the Resources, and TPS represents and warrants that such SCID has not been previously used and shall not be used in connection with any other transactions or Resources. TPS shall use such SCID only in respect of Transactions for SVCE and the Resources, and not for any other transaction, resources or purpose. TPS shall be responsible for satisfying the CAISO credit requirements under the Governing Rules, including posting all required security. TPS shall pass through to SVCE the actual SCID cost assessed by CAISO (“CAISO SCID Fee”) for such SCID. For the avoidance of doubt, the SCID previously obtained by TPS pursuant to the Original Agreement with respect to the Resources identified on Exhibit A as of the Effective Date shall continue to be used by TPS under this Agreement with respect to such Resources, and no additional CAISO SCID Fee shall apply as of the Effective Date.

The Parties understand and agree that it is SVCE’s intent to obtain SVCE’s own Scheduling Coordinator ID for SVCE’s use during the Term of this Agreement. To the extent necessary, TPS shall assist SVCE in facilitating the transition with the CAISO from the SCID obtained by TPS for SVCE’s Resources to SVCE’s own SCID. Furthermore, the Parties agree to cooperate in good faith to make necessary changes to this Agreement to accommodate this transition, provided however, such changes shall not include adjustments to the Fixed Monthly Fee for Services to be provided under this Agreement.

2.2 Scheduling. If the TPS Customer Portal is available, SVCE will utilize it to communicate desired Energy and Ancillary Services Bids and schedules for the DAM and Real-Time FMM scheduling cycles. Otherwise, a TPS developed scheduling spreadsheet template, or other mutually agreed electronic communication, will be submitted by SVCE for the DAM and all Real-Time FMM scheduling cycles. TPS will provide, and SVCE grants TPS the authority to perform, scheduling services for the Resources in the role of SVCE’s Scheduling Coordinator in accordance with (i) the Governing Rules, (ii) Prudent Industry Practice, and (iii) instructions from SVCE. As part of its Scheduling Coordinator responsibilities under this Agreement, TPS will submit all Energy and Ancillary Services Bids consistent with the rules and regulations of CAISO and the directions of SVCE. TPS will schedule all output from the Resources consistent with each Resource’s operational and economic parameters as communicated to TPS by SVCE; provided, however, to the extent TPS determines in its reasonable discretion that the scheduling of Products from any Resource to a Third Party creates any TPS Credit Exposure, in excess of the SVCE Item 1k
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3 Threshold, for which TPS is not sufficiently secured, then TPS shall not be required to continue scheduling such Products to a Third Party unless and until TPS receives sufficient Credit Support from SVCE to mitigate TPS’s Credit Exposure, in excess of the SVCE Threshold. Subject to the foregoing sentence, TPS will schedule all Transactions with the appropriate Third Parties, transmission providers, and balancing authorities, in accordance with this Agreement. SVCE will provide TPS all information relevant to or required by the Governing Rules in order to satisfy all relevant data and information required for participation in the CAISO markets. Such information will be provided to TPS in those time increments, quantities, duration, and terms in compliance with the Governing Rules.

Each component of SVCE’s Bids (collectively and individually) shall, when provided to TPS, be in a form intended to satisfy the requirements of the Governing Rules. If TPS discovers that SVCE’s Bids conflict with the requirements of the Governing Rules, TPS shall immediately notify SVCE thereof and shall coordinate with SVCE to modify SVCE’s Bids to comply with such requirements. If Bids cannot be modified, then TPS will have the right to reject SVCE’s Bids to remedy any conflict therewith, and shall immediately notify SVCE thereof. SVCE will provide or make available to TPS all such information using the format, software, and communication format and specifications, and other technical criteria mutually agreed between the Parties. SVCE will provide TPS the necessary information at least two (2) hours prior to any applicable deadline specified under the Governing Rules. SVCE may, in lieu of providing specific Bids to TPS, provide TPS specific procedures and operating rules to be used by TPS to generate all or a portion of the Bids. If SVCE does so, then TPS shall generate Bids in accordance with such procedures and operating rules and submit such Bids to the applicable CAISO markets in accordance with the Governing Rules.

2.3 Schedule Changes. Notwithstanding Section 2.2 of the Base Agreement, SVCE may change information previously provided to TPS, provided any such change is provided to TPS by the deadlines specified in Section 2.2 of the Base Agreement. Provided that SVCE provides any such change in accordance with the deadlines provided within this Section

2.3, TPS will use commercially reasonable efforts to timely implement any such changes.

If the TPS Customer Portal is available, SVCE will utilize it to communicate information changes to TPS. Otherwise, such changes shall be made to TPS utilizing the TPS developed scheduling spreadsheet template, described in Section 2.2 of the Base Agreement, or through other mutually agreed electronic communication. In the event that any change timely provided to TPS differs from prior information for the same time period, such subsequent information, upon receipt by TPS, shall supersede the prior information, and TPS will rely upon and implement the most recent information when submitting such information to CAISO for SVCE. TPS shall promptly notify SVCE if it is unable to implement any changes provided by SVCE and provide explanation why TPS was not able to implement the changes and a mitigation plan that would enable TPS to implement the changes in the future.

2.4 24-Hour Monitoring. For Products delivered from the Resources to CAISO, TPS will administer and monitor sales of such Products to CAISO as SVCE’s Scheduling Coordinator. TPS will provide SVCE with access to the CAISO Energy markets (including, without limitation, the Resource Adequacy Capacity bilateral markets) and the Services twenty-four (24) hours per Day, seven (7) Days per week, subject to market availability and operational limitations of the Resources. TPS will timely communicate with CAISO regarding the Resources and, as soon as practicable, inform SVCE of any and all CAISO directives or instructions affecting the Resources.

2.5 Outage Reporting. TPS will provide Outage scheduling services to SVCE, which will Item 1k
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4 consist solely of relaying to CAISO, in such electronic data transmission format as is authorized by CAISO for the transmission of Outage information, all information furnished to TPS by SVCE concerning the Resources’ Outages and relaying to SVCE in a timely manner all electronic data received from CAISO concerning Outages at the Resources.

TPS will transmit each Resource’s Outage data to CAISO within time periods specified for the transmission of such data under the CAISO Agreements, provided that SVCE shall be responsible for furnishing such data required by the CAISO Agreements to TPS in sufficient time to permit TPS to comply with applicable timing requirements of the CAISO Agreements. If an Internet-based system is available, SVCE will utilize it to communicate Outage information. Otherwise, SVCE shall provide the information to TPS in a template provided by TPS, or through other mutually agreed electronic communication.

2.6 Shadow Settlement. TPS will use its proprietary data management and calculation engine, PowerTools Platform®©, to shadow settle all CAISO Settlement Statement versions regarding the Resources based upon data in TPS’s possession. TPS will analyze discrepancies found between TPS’s internally generated settlement statements and CAISO’s Settlement Statements. SVCE will provide TPS parameters for further investigation of such discrepancies and filing of disputes with CAISO. For discrepancies falling within SVCE’s parameters, TPS will file disputes with CAISO for SVCE, will manage these disputes with CAISO, and will regularly provide SVCE a status report on all filed disputes. TPS will also review all additional CAISO Settlement Statements to verify CAISO has made requested changes to prior statements and to verify the accuracy of any additional CAISO charges and credits.

2.7 RA Supply Plans. TPS will file Resource Adequacy Supply Plans, if any, with CAISO on behalf of SVCE and shall provide a copy of such Supply Plans to SVCE at the same time the Supply Plans are filed with CAISO.

2.8 Support Services. Subject to the second paragraph of this Section 2.8, the Parties acknowledge and agree that TPS will be unable to commence providing the Services contemplated by this Agreement until all necessary registrations, acknowledgements, agreements and other documentation (“Documentation”) have been provided to and approved by CAISO to enable TPS to commence providing the Services. The period of time from the Effective Date of this Agreement until the Commencement Date is defined as the “Support Services Period”. During the Support Services Period, SVCE and TPS shall each work diligently to ensure that all necessary Documentation is completed and necessary CAISO approvals are obtained expeditiously. SVCE shall notify TPS of the completion of all necessary Documentation and approvals. TPS shall provide to SVCE the services necessary to ensure the commencement of the Services, as such services are described in Exhibit C hereto (the “Support Services”).

Notwithstanding the foregoing, the Parties acknowledge and agree that the Support Services were completed under the Original Agreement and all Services applicable to the Resources commenced under the Original Agreement as of the Original Commencement Date. For the avoidance of doubt, this Section 2.8 shall govern Support Services provided to any resource that SVCE may seek to add to Exhibit A after the Effective Date, in accordance with Section 5.1 of the Base Agreement.

2.9 Digital Certificates for CAISO System Access. To the extent SVCE is obligated pursuant to this Agreement or otherwise desires to access CAISO’s secure communications systems, SVCE shall be responsible for acquiring and maintaining, at SVCE’s sole effort and expense, the necessary digital certificates from CAISO (“Digital Certificate”). TPS shall have no liability or obligation hereunder with regard to any Digital Certificate assigned to SVCE, and TPS shall have no liability resulting from the use of, or any inability of SVCE Item 1k
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5 to access, either in whole or part, any CAISO system with such Digital Certificate.

3. OPTIMIZATION SERVICES

3.1 Solar Optimization Services. TPS will seek opportunities to optimize the Solar Resource identified in Section B of Exhibit A, in CAISO’s DAM and RTM consistent with SVCE’s instructions. In connection with the Solar Resource, TPS shall use Prudent Industry Practice and its proprietary analysis with the objective of maximizing the economic value of the Products to SVCE. These activities shall be referred to as “Solar Optimization Services”.

3.2 Battery Optimization Services. With respect to the Storage Resource identified in Section B of Exhibit A, TPS shall utilize an optimization algorithm with the objective of maximizing the Storage Resource’s net revenue consistent with the Governing Rules utilizing any or all of the following (the “Storage Optimization Engine”):
a) Ancillary Services;
b) Energy expected to be generated from the paired Solar Resource or sold into the DAM; provided, however, that SVCE shall instruct TPS as to whether the same is operationally and contractually permitted by the PPA;
c) Energy generated from the paired Solar Resource or procured from or sold into the RTM; provided, however, that SVCE shall instruct TPS as to whether the same is operationally and contractually permitted by the PPA; and d) Other future products and services not currently contemplated under this Agreement as mutually agreed upon between the Parties.

TPS will, with the prior approval of SVCE, utilize the Storage Optimization Engine to Bid the Storage Resource into the markets operated by CAISO, including, but not limited to, the DAM and RTM. TPS will work with SVCE to understand and observe any operational, physical and financial constraints on the dispatch of the Storage Resource, and SVCE shall instruct TPS as to any contractual constraints on the dispatch of the Storage Resource (which instructions TPS may rely upon), in each case, which TPS will integrate into the Storage Optimization Engine. Among other things, the Storage Optimization Engine will be operated with the objective of achieving revenue maximization for the Storage Resource consistent with the Governing Rules and PPA contractual requirements (provided, however, that, with regard to PPA contractual requirements, TPS shall rely exclusively on SVCE’s instructions), while respecting the physical constraints of the Storage Resource and any risk, financial, and/or degradation concerns as communicated to TPS by SVCE. For the avoidance of doubt, the Parties understand and agree that TPS shall not be required to purchase any Product from the CAISO markets or any other Third Party for the purpose of charging the Storage Resource. These activities shall be referred to as “Battery Optimization Services”.

4. OPERATIONAL SERVICES

4.1 Schedule of Costs. The expectation is that the Resources will be economically Bid into the CAISO market. SVCE will provide in writing to TPS information and instructions setting forth the Bids for each Resource. If applicable, SVCE will also provide TPS information and instructions on Ancillary Services Bids with respect to each Resource. SVCE will notify TPS in writing via the TPS provided template of any revisions to the operational and Item 1k
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6 economic parameters for the Bids. Any revision will only apply to Transactions entered into or agreed upon hereunder after receipt of such revisions by TPS.

4.2 Dispatch Instructions. The Parties acknowledge that from time to time, CAISO or a Governmental Authority may issue instructions or orders to TPS affecting or requiring specific actions with respect to operation of the Resources (collectively, “CAISO Dispatch Instructions”). Where CAISO issues verbal CAISO Dispatch Instructions or other non-Automated Dispatch System (“ADS”) Dispatch Instructions to TPS requiring changes in the dispatch or operation of a Resource, TPS shall, upon its receipt of such CAISO Dispatch Instructions, instruct the Resources to (i) with regard to the Storage Resources, discharge, charge, make available, or provide Energy (or any other applicable Product) or to cease discharging, charging, or providing Energy (or any other applicable Product), or (ii) with regard to the Solar Resources, generate, make available, or provide Energy (or any other Product), or to cease generating or providing Energy (or any other Product), in each case, as mandated by such verbal or other non-ADS CAISO Dispatch Instructions.

Based on the CAISO Dispatch Instructions, TPS shall communicate to SVCE the quantities of Energy (or any other Product) to (x) with regard to the Storage Resources, discharge, charge, or provide or cease discharging, charging, or providing, or (y) with regard to the Solar Resources, generate or provide, or to cease generating or providing, and the time period during which such instructions are to be followed, and SVCE shall cause the Resources to promptly comply with such instructions consistent with the operational limitations of the Resources, as appropriate; provided that, if in the sole and reasonable judgment of SVCE, such compliance would create a threat to safety, risk of bodily harm or damage to equipment, or is not otherwise in compliance with the CAISO Agreements, SVCE will notify TPS immediately of the reason for non-compliance and TPS will communicate such reason to CAISO in accordance with the CAISO Agreements. TPS shall not be liable to SVCE for any damages, charges, fees or penalties resulting from compliance or non-compliance with any CAISO Dispatch Instruction except to the extent any non-compliance is directly attributable to TPS’s (i) breach of this Agreement, (ii) failure to comply with such CAISO Dispatch Instruction, (iii) failure to timely provide notice of such CAISO Dispatch Instruction to SVCE, or (iv) incorrect communication to SVCE of the details of such CAISO Dispatch Instruction; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

5. PAYMENTS

5.1 Set-Up Fee. The Parties acknowledge and agree that TPS invoiced SVCE a one-time fee for establishing and configuring the telemetry and other communication equipment and software linking the Resources to TPS (and to CAISO where applicable) and for providing the Support Services described in Exhibit C (“Set-Up Fee”) under the Original Agreement, and that such Set-Up Fee has been paid by SVCE pursuant to the Original Agreement.

No additional Set-Up Fee shall be due from SVCE with regard to the Resources serviced hereunder as of the Effective Date. Any Resource which SVCE may request to be added to Exhibit A after the Effective Date shall be subject to TPS’s approval, an additional Set-Up Fee in accordance with Exhibit A, and an amendment to this Agreement.

5.2 Fixed Monthly Fee. For performance of the Services described herein, SVCE shall pay TPS a monthly fee equal to the amount listed for the corresponding Resource in Exhibit A (“Fixed Monthly Fee”) in arrears and prorated for any partial Month of Service. The Parties acknowledge and agree that the Fixed Monthly Fee began on and has been adjusted by the Escalator since, the Original Commencement Date, as set forth in the Original Agreement, and shall continue throughout the Term; provided that the Fixed Monthly Fee shall continue to increase by the Escalator on the 1st Day of the Month of Item 1k
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7 each anniversary of the Original Commencement Date. Any Resource requested by SVCE for addition to Exhibit A after the Effective Date shall be subject to an additional Fixed Monthly Fee negotiated between the Parties and memorialized in an amendment hereto.

5.3 Optimization Fee. For performance of the Solar Optimization Services and the Battery Optimization Services, SVCE shall pay TPS a fee equal to per Resource each Month (“Optimization Fixed Monthly
Fee”) in arrears and prorated for any partial Month of service, beginning on the Effective Date and continuing throughout the Term; provided that the Optimization Fixed Monthly Fee shall increase by the Escalator on the first (1st) Day of the Month of each anniversary of the Commencement Date. Any Resource requested by Customer for addition to Section B of Exhibit A after the Effective Date shall be subject to an increase in the Optimization Fee negotiated between the Parties and memorialized in an amendment hereto.

5.4 Pass Through Amounts and Reimbursements. Except when specified otherwise under this Agreement, SVCE shall pay TPS all Pass Through Amounts in accordance with this Agreement. TPS shall pass through to SVCE all settlement amounts it receives from CAISO for SVCE’s Products in accordance with Section 6.1 of the General Terms and Conditions. Notwithstanding anything to the contrary, no amounts shall be recovered twice pursuant to this Agreement.

6. TERM
(a) All Services and the obligation to pay fees under this Agreement shall be effective as of the Commencement Date unless provided otherwise in this Agreement. This Agreement shall have a primary term beginning on the Commencement Date and expiring at 11:59:59 p.m. PPT on December 31, 2026 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall then automatically renew and extend for successive one (1) year terms (each a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party no later than sixty (60) Days prior to the expiration of the Initial Term or any Renewal Term (as applicable).
(b) Transition of Scheduling Coordinator Services.
(i) If an Event of Default or Force Majeure occurs and is continuing with respect to TPS, TPS shall cooperate in good faith with SVCE and promptly execute all documents and take all other reasonable steps requested by SVCE that may be required or reasonably necessary to transition the Scheduling Coordinator function from TPS to SVCE’s designee. Without limiting the generality of the foregoing, TPS hereby agrees that SVCE has the power and right, without notice to or assent by TPS, upon the occurrence and during the continuation of any Event of Default or Force Majeure (or any other event that pursuant to the express provisions hereof allows SVCE to replace TPS as SVCE’s Scheduling Coordinator), to execute all documents and take all other reasonable steps which may be required or reasonably necessary to transition the Scheduling Coordinator Services from TPS to SVCE’s designee. TPS agrees that any request by SVCE that TPS take any action pursuant to this Section 6(b), and any action taken by SVCE pursuant to this Section 6(b), shall not constitute a breach of any obligation in this Agreement that TPS be the exclusive provider of any Services. Subject to Section 13 of the General Terms and Item 1k
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8 Conditions, to the extent a Force Majeure with respect to TPS ceases to exist, then SVCE may elect to transition the Scheduling Coordinator Services from SVCE’s designee back to TPS. If the Scheduling Coordinator Services are transitioned to SVCE’s designee due to an Event of Default with respect to TPS and SVCE does not terminate this Agreement in accordance with Section 11 of the General Terms and Conditions, the Parties shall cooperate in good faith to transition the Scheduling Coordinator Services from SVCE’s designee back to TPS at such time as such Event of Default is cured by TPS or otherwise ceases to exist. This Section 6(b) shall survive the expiration or earlier termination of this Agreement.
(ii) If TPS ceases to be the Scheduling Coordinator for the Resources and other Transactions due to the expiration or earlier termination of this Agreement or any other reason, or if TPS is performing the Scheduling Coordinator Services solely pursuant to the application of Section 6(c) of the Base is Agreement, TPS shall cooperate with SVCE’s requests to transition the Scheduling Coordinator Services and other Services hereunder (including executing any consents or documents and taking all other steps as may be required under the CAISO Agreements or as SVCE may otherwise reasonably request to remove TPS as Scheduling Coordinator for the Resources), and SVCE shall be responsible for notifying CAISO, the CPUC, and any Third Parties, as applicable, involved or relating to this Agreement, of the removal of TPS as SVCE’s Scheduling Coordinator for the Resources. In the event that, after the expiration or earlier termination of this Agreement, TPS receives statements or invoices from CAISO or other Third Parties related to SVCE or pertaining to the Resources or any Transactions, as outlined in Section 6.1 of the General Terms and Conditions, TPS shall pass through charges reflected in those statements or invoices to SVCE and SVCE shall be responsible for payment. This Section 6(b) shall survive termination of this Agreement. (c) Notwithstanding anything to the contrary in any provision of this Agreement, but without limiting the Parties’ obligations under Section 6(b) of the Base Agreement, if, on the date this Agreement would expire or otherwise terminate, CAISO’s system still recognizes TPS as the Scheduling Coordinator for the Resources, then the Term of this Agreement shall be deemed to continue (and the terms of this Agreement shall survive) until the date that CAISO confirms in its system that TPS is no longer the Scheduling Coordinator for the Resources. (d) Termination for Performance. If at any time a Party believes the performance of the other Party under this Agreement is deficient, such Party has the right to provide the other Party with written notice of the performance deficiency, along with a description of the performance deficiency (“Notifying Party”). Upon receipt of such notice of performance deficiency, the Party receiving notice (“Notified Party”) shall have thirty (30) Days to correct such performance deficiency and within seven (7) Days from receipt of the notice to provide a written description to the Notifying Party of the remedial actions taken or to be taken to restore or improve the quality of performance, including by addressing the areas of performance identified in the notice. If the Notified Party fails within such thirty (30) Days to restore the quality of performance to a level deemed satisfactory to the Notifying Party in such Party’s reasonable discretion, such Party shall have the right, following expiration of the thirty (30) Day remediation period, to terminate this Agreement by providing thirty (30) Days’ written notice to the Notified Party and Item 1k
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9 designating a termination date (“Termination for Performance”). Within thirty (30) Days following the effective date of any such Termination for Performance, each Party will pay to the other Party the sum of all amounts that are owed for activity performed prior to such effective date, but no additional termination fee will be owed. For the avoidance of doubt, (a) the rate or amount of fees for Services payable under Section 5 of the Base Agreement or (b) the experience of lower than desired revenues received by SVCE for sales of Products where such lower revenues result from general market conditions, rather than caused by the performance of a Party, shall not be grounds for invoking a Termination for Performance. The obligations in this Section shall survive the expiration or earlier termination of this Agreement.
(e) For the avoidance of doubt, from and after the Effective Date and for the duration of the Term, no Party shall have any right to terminate this Agreement early or otherwise exercise a non-renewal of this Agreement except to the extent expressly permitted under the terms of this Agreement or as otherwise mutually agreed by the Parties in writing.

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WITNESS that the Parties have executed this Agreement effective as of the Effective Date.

SILICON VALLEY CLEAN ENERGY
By:

Name: Monica Padilla
Title: CEO

APPROVED AS TO FORM
By:

Name: Michael Callahan
Title: General Counsel
TENASKA POWER SERVICES CO.

Name: Kevin R. Smith
Title: President
10 Execution Version
11 GENERAL TERMS AND CONDITIONS
SECTION 1

DEFINITIONS
As used in this Agreement and any amendments hereto, and in addition to other terms elsewhere defined in this Agreement, each of the following terms shall have the indicated meanings; provided, however, capitalized terms not otherwise defined herein shall have the same meanings defined in the Governing Rules.
“Affected Party” has the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Affiliate” means, with respect to any Person, (i) any other Person, directly or indirectly, controlling, controlled by, or under common control with such Person, or (ii) any other Person under the joint control, directly or indirectly, of such Person. As used in this definition, the term “control” and similar terms shall mean the ownership of more than fifty percent (50%) of the voting securities of such Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, through ownership of voting securities, by contract or otherwise.
“Agreement” has the meaning assigned to such term in the preamble of this Agreement. “Ancillary Services” has the meaning given that term in the CAISO Agreements. “Applicable Laws” means any act, statute, law, regulation, permit, license, ordinance, rule, judgment, order, decree, directive, guideline, or policy (to the extent mandatory) or any similar form of decision or determination by, or any interpretation or administration of, any of the foregoing by any Governmental Authority with jurisdiction over the Resources, TPS, SVCE, or the Services to be performed under this Agreement.
“Assessments” has the meaning set forth in Section 8.3 of the General Terms and Conditions. “Automated Dispatch System” or “ADS” has the meaning given that term in the CAISO Agreements.
“Battery Optimization Services” shall have the meaning set forth in Section 3.2 of the Base Agreement.
“Bid” has the meaning given that term in the CAISO Agreements. “Business Day” means any Day other than a Saturday, Sunday, or Day on which Federal Reserve member banks in New York are closed for business. “Business Hours” shall mean the consecutive hours from 8:00 a.m. to 5:00 p.m. Central Prevailing Time on Business Days.
“CAISO” means the California Independent System Operator Corporation or any successor thereto.
“CAISO Agreements” means CAISO Tariff, CAISO Business Practice Manuals and any other applicable CAISO bylaws, procedures, rules, manuals or documents, or any successor, superseding or amended versions thereof that may take effect from time to time.

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12 “CAISO Business Practice Manuals” shall mean the Business Practice Manuals published by CAISO, as amended, restated, supplemented, or otherwise modified from time to time. “CAISO Dispatch Instructions” shall have the meaning given that term in Section 4.2 of the Base Agreement.
“CAISO SCID Fee” has the meaning given that term in Section 2.1 of the Base Agreement. “CAISO Tariff” shall mean the California Independent System Operator Corporation Fifth Replacement FERC Electric Tariff, effective April 1, 2022, as amended from time to time, including any schedules, appendices or exhibits attached thereto. “Capacity” means any capacity used to meet reliability requirements or the ability to generate and provide or deliver a Product, and includes the meaning defined in the Governing Rules. “Commencement Date” shall mean the Effective Date of this Agreement. “Confidential Information” has the meaning given that term in Section 14.1(a) of the General Terms and Conditions.
“Congestion Revenue Right” has the meaning given that term in the CAISO Agreements. “Central Prevailing Time” or “CPT” shall mean standard time or daylight saving time, as applicable to the central time zone of the United States. “CPUC” means the California Public Utilities Commission (or any successor thereto that regulates public utilities in California).
“Credit Exposure” shall mean the net amount one Party would owe the other Party if all Transactions and Services between the Parties under this Agreement were closed out and terminated, and all obligations under this Agreement were accelerated and netted against amounts the other Party would owe such Party on the date of credit calculation to derive the amount of credit exposure faced by one Party to the other Party or a Third Party. This calculation will include amounts owed for delivered Products or Services whether billed or unbilled, the forward value of committed but undelivered Products taking into account deviations in the current market value of a Product from the value or price of such Product prevailing at the time a Transaction was entered into, or prevailing at the time such Product was offered into CAISO, the forward value of amounts owing to or from CAISO for estimated future settlement obligations and revisions, and any fees for Services due and owing under this Agreement. “Credit Support” shall mean cash, pre-payments, letters of credit, and, if acceptable to the requesting Party, may include guarantees or other reasonable forms of security. “Daily Schedule” shall have the meaning given that term in Section 3.2(a) of the General Terms and Conditions.
“Damages Cap” has the meaning given that term in Section 10.2 of the General Terms and Conditions.
“Day” shall mean a calendar day.
“Day-Ahead” has the meaning given that term in the CAISO Agreements. “Day-Ahead Market” or “DAM” has the meaning given that term in the CAISO Agreements.

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13 “Defaulting Party” has the meaning given that term in Section 11.2 of the General Terms and Conditions.
“Delivery Point” shall mean the physical point(s) where SVCE delivers Products, which in a typical Transaction shall be the point(s) at which the electric interconnection facilities utilized to meter and financially settle the delivery of Products from the Resources, meet with the high voltage side of the physical interconnection between the Resources and the applicable transmission service provider. For a specific Transaction, the Parties may agree to any Delivery Point that is a defined point at which financial settlement may occur within the CAISO region. “Digital Certificate” shall have the meaning given that term in Section 2.9 of the Base Agreement. “Documentation” has the meaning set forth in Section 2.8 of the Base Agreement. “Due Date” means the tenth (10th) Day after SVCE’s receipt of TPS’s invoice; provided, however, if such Day is not a Business Day, the next Business Day. “Effective Date” has the meaning given in the Preamble of the Agreement. “Energy” has the meaning given the term in the CAISO Agreements. “Energy Imbalance Market” or “EIM” has the meaning given the term in the CAISO Agreements. “Escalator” shall equal the greater of (i) the percentage change in the Consumer Price Index for Urban Areas or “CPI-U” published by the U.S. Department of Labor and applicable for the twelve (12) consecutive Months ending prior to the first Day of the Month in which the Original Commencement Date occurs each year during the Term, from the annual average CPI-U prevailing for the prior twelve (12) consecutive Month period, or (ii) two percent (2.0%). “Event of Default” has the meaning set forth in Section 11.1 of the General Terms and Conditions.
“FERC” means the Federal Energy Regulatory Commission or any successor thereto. “Fifteen-Minute Market” or “FMM” has the meaning as defined in the CAISO Agreements. “Fixed Monthly Fee” has the meaning set forth in Section 5.2 of the Base Agreement. “Force Majeure” has the meaning set forth in Section 13.1 of the General Terms and Conditions. “Governing Rules” shall mean all applicable CAISO Agreements and any applicable rules and/or directives of CAISO, the CPUC, NERC, FERC or any successor thereto, as the same may be amended from time to time.
“Governmental Authority” shall mean any federal, state or local government, court of competent jurisdiction, administrative agency or commission or other governmental or regulatory instrumentality, agency, authority or authorized arbitral body thereof, including without limitation, CAISO, the CPUC and the NERC.
“Imaged Agreement” has the meaning set forth in Section 16.12 of the General Terms and Conditions.
“Initial Term” has the meaning set forth in Section 6(a) of the Base Agreement.

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14 “Interest Rate” means, for any date, the lesser of (i) the per annum rate of interest equal to the “Prime Rate” as may from time to time be published in The Wall Street Journal under “Money Rates” on such Day (or if not published on such Day, on the most recent preceding Day on which published), plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law. “Inter-SC Trade” has the meaning given the term in the CAISO Agreements. “Material Adverse Change” means, with respect to a Party, or The Tenaska Guarantors, as applicable, the occurrence of one or more events which, in the commercially reasonable judgement of the other Party, constitutes a material adverse change in the creditworthiness, financial liquidity, access to capital, financial responsibility or ability of the Party or the Tenaska Guarantors to perform their obligations under this Agreement or the Tenaska Guaranty, as applicable.
“Month” means a calendar month.
“MW” means one megawatt.
“MWh” means one megawatt/hour.
“NERC” means the North American Electric Reliability Corporation or any successor thereto. “Non-Defaulting Party” shall have the meaning set forth in Section 11.2 of the General Terms and Conditions.
“Notified Party” shall have the meaning set forth in Section 6(d) of the Base Agreement. “Notifying Party” shall have the meaning set forth in Section 6(d) of the Base Agreement. “Optimization Fixed Monthly Fee” shall have the meaning set forth in Section 5.3 of the Base Agreement.
“Optimization Letter Agreement” has the meaning set forth in the Recitals. “Original Agreement” has the meaning set forth in the Recitals. “Original Commencement Date” has the meaning set forth in the Recitals. “Outage” shall have the meaning given the term in the CAISO Agreements and shall also include any Forced Outage, Approved Maintenance Outage, Maintenance Outage (as each such term is defined in the CAISO Agreements), or decrease in capacity or output at any Resource, whether or not caused by an event of Force Majeure, resulting in interruption, curtailment, reduction, or cessation of the production or provision of Products from the Resource. “Party” or “Parties” has the meaning set forth in the Recitals. “Pass Through Amounts” shall mean, without duplication, all actual, direct Third Party costs incurred by TPS; all charges assessed against TPS by CAISO or any other Governmental Authority and payable by TPS; all credits received by TPS from CAISO; and, to the extent expressly stated to be a Pass Through Amount herein, amounts payable to any other Third Party; provided, in each case, that such costs and charges are directly allocable to TPS’s performance of the Services in accordance with the terms of this Agreement and are directly allocable to Services performed for the Resources, excluding TPS’s cost of (i) providing any Credit Support Item 1k
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15 to SVCE; (ii) any credit support provided to CAISO; or (iii) doing business in CAISO generally.

Except with respect to Pass Through Amounts related to CAISO, transmission costs and any charges assessed or imposed by any Governmental Authority, TPS shall use commercially reasonable means to obtain the prior approval of SVCE before incurring any other Third Party costs or charges that are to be passed through to SVCE as Pass Through Amounts. “Permit” means, unless otherwise provided in this Agreement, any approval, waiver, exemption, variance, franchise, permit, authorization, license, or similar order of or from any federal, state, county, municipal, or other governmental body, instrumentality, agency, authority, or court having jurisdiction over the matter in question.
“Permitted Termination” has the meaning set forth in Section 8.6 of the General Terms and Conditions.
“Person” means an individual, corporation, voluntary association, joint stock company, business trust, partnership, limited liability company, municipality (including any municipal electric board, cooperative, power utility, agency, or subdivision), rural electric cooperative, or other entity. “Pledgor” shall have the meaning set forth in Section 7.6(c) of the General Terms and Conditions. “PowerTools Platform®©” shall have the meaning as set forth in Section 2.6 of the Base Agreement.
“PPA(s)” shall mean Power Purchase Agreements, each as further described in Exhibit B of this Agreement.
“PPT” means the standard time or daylight saving time, as applicable to the Pacific time zone of the United States.
“Pricing Node” or “PNode” has the meaning given that term in the CAISO Agreements. “Prior Agreements” has the meaning set forth in the Recitals. “Proceedings” has the meaning given that term in Section 16.3 of the General Terms and Conditions.
“Product(s)” means Capacity, Energy, and Ancillary Services from the Resources that are scheduled in the CAISO markets under this Agreement (collectively and individually). “Project” shall have the meaning given that term in the Recitals. “Prudent Industry Practice” means, in respect of the performance under this Agreement, the practices, methods, techniques, standards and acts that, at the time of the performance under this Agreement, are then engaged in or approved by a significant portion of the independent power production industry and that, in the exercise of reasonable judgment in light of the facts known at the time of performance, would have reasonably been expected to accomplish the desired results.

Prudent Industry Practice is not intended to be limited to the optimum practices, methods, techniques, standards and acts to the exclusion of all others, but rather reflect the range of the practices, methods, techniques, standards and acts then generally accepted in the CAISO market, having due regard for, among other things, contractual obligations, Applicable Laws, Permits, and the Governing Rules.
“Real-Time” has the meaning as defined in the CAISO Agreements.

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16 “Real-Time Market” or “RTM” has the meaning as defined in the CAISO Agreements. “Recording” has the meaning as set forth in Section 16.10 of the General Terms and Conditions. “Renewal Term” has the meaning set forth in Section 6(a) of the Base Agreement. “Representatives” means each Party’s respective directors, officers, and employees, including, without limitation, attorneys, accountants, partners, and consultants. “Resource” or “Resource(s)” shall have the meaning set forth in the Recitals to this Agreement. “Responsible Party” has the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Resource Adequacy Capacity” or “RA” means Resource Adequacy Capacity as further defined in the CAISO Agreements or by the CPUC. Resource Adequacy Capacity may have system, local and/or flexible attributes as determined by the CPUC and CAISO and as specified by SVCE. “Scheduling Coordinator” has the meaning given the term in the CAISO Agreements. “SCID” means, for purposes of this Agreement, the Scheduling Coordinator ID assigned to TPS by CAISO in which the Resources reside.
“Secured Party” shall have the meaning set forth in Section 7.6(c) of the General Terms and Conditions.
"Service Fees” means, with respect to a Month, the Fixed Monthly Fee. “Services” shall mean, collectively, all Scheduling Coordinator services required under the Governing Rules for the Resources and provided pursuant to this Agreement, including the obligations set forth in Section 2 of the Agreement and Sections 2 and 6 of the General Terms and Conditions, Operational Services pursuant to Section 4 of the Base Agreement, Support Services, and any other services that TPS and SVCE have expressly agreed to under this Agreement.
“Set Point” has the meaning given the term in the CAISO Agreements. “Settlement Process” has the meaning set forth in Section 7.7 of the General Terms and Conditions.
“Settlement Statement” has the meaning as defined in the CAISO Agreements. “Set-Up Fee” has the meaning set forth in Section 5.1 of the Base Agreement. “Solar Optimization Services” shall have the meaning set forth in Section 3.1 of the Base Agreement.
“Solar Resource(s)” shall have the meaning set forth in the Recitals. “Storage Optimization Engine” shall have the meaning set forth in Section 3.2 of the Base Agreement.
“Storage Resource(s)” shall have the meaning set forth in the Recitals.

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17 “Supply Plan” has the meaning as defined in the CAISO Agreements. “Support Services” has the meaning set forth in Section 2.8 of the Base Agreement. “Support Services Period” has the meaning set forth in Section 2.8 of the Base Agreement. “SVCE” shall have the meaning set forth in the preamble of the Agreement. “SVCE Threshold” means provided, however, that if a Material Adverse Change has occurred and is continuing with respect to SVCE then the SVCE Threshold will be
“TEH” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions. “TEI” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions “Tenaska Guarantors” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
“Tenaska Guaranty” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions
“Term” shall mean the period commencing on the Effective Date through and including the expiration of the Initial Term and any Renewal Term, as applicable, subject in all cases to any early termination of the Agreement as permitted herein and subject to Section 6(c) of the Base Agreement.
“Termination for Performance” shall have the meaning set forth in Section 6(d) of the Base Agreement.
“Third Party” shall mean any Person other than SVCE or TPS. “TPS Customer Portal” means the internet site designated by TPS which provides access to public and SVCE-specific information and a means to transmit certain information from SVCE to TPS.
“Transaction” means a particular transaction relating to the scheduling, delivery, sale, and/or purchase of a Product, as applicable.
“WAPA Base Resource Scheduling Letter Agreement” has the meaning set forth in the Recitals.
“WECC” means the Western Electricity Coordinating Council. “Weekly Payment Procedure” has the meaning given that term in Exhibit D. “Weekly Statement” has the meaning given that term in Exhibit D.

The terms defined above have the meanings set forth above for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined. "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. Any agreement, instrument, document, rule or law defined or referred to herein means such agreement, instrument, document, rule or law as from time to time amended, modified or supplemented. References to a Person Item 1k
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18 include its successors and permitted assigns. "Hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to the entire agreement or instrument in which such terms are used and not to any particular Article, Section or other subdivision thereof or attachment thereto. References in an instrument to "Article," "Section" or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such agreement or instrument. All references to exhibits, appendices, or attachments in this Agreement, or any agreement or instrument that is governed by this Agreement, are to exhibits, appendices or other attachments (however named) attached to this Agreement or such instrument or agreement governed by this Agreement (as applicable).

References to any gender include, unless the context otherwise requires, references to all genders. References to "$" or to "Dollars" or “Cents” shall mean the lawful currency of the United States of America.

SECTION 2

PERFORMANCE OBLIGATIONS

2.1 Reserved.

2.2 TPS as Scheduling Coordinator and Principal.
(a) To the extent necessary to fulfill TPS's obligations as Scheduling Coordinator hereunder for Products to which title is held by SVCE, SVCE authorizes TPS to convey title to such Products on behalf of SVCE. All revenues associated with such Products delivered to CAISO are the property of TPS, and upon TPS receiving revenues from CAISO associated with such Products delivered to or settled with CAISO, TPS shall have an obligation hereunder to pay SVCE all revenues associated with such delivered or settled Products as paid by CAISO to TPS in accordance with Section 7 of the General Terms and Conditions. In addition, and if applicable, where Transactions involving Products utilized to charge the Storage Resource are supplied by CAISO and settled by TPS with CAISO, TPS, as SVCE’s Scheduling Coordinator, will purchase from and/or settle such Products with CAISO at the appropriate Delivery Point and immediately thereafter enter into a Transaction with SVCE under this Agreement where SVCE shall take title to all such Products at the Delivery Point. In such cases, SVCE shall have an obligation hereunder to pay TPS for such delivered or settled Products at the applicable amount charged by CAISO to TPS. All such Transactions transacted and settled with CAISO will be memorialized pursuant to the terms of Section 2.6 of the General Terms and Conditions. Notwithstanding the foregoing, all such Products must be capable of being purchased and resold under TPS’s market-based rate authority with FERC; in the event TPS is precluded from selling a particular Product under its market based rate authority, as to that Product, TPS will act as SVCE’s representative in arranging for the sale of such Product.
(b) For the avoidance of doubt, TPS, in its role as SVCE’s Scheduling Coordinator for the Resources hereunder, shall schedule all of SVCE’s Transactions associated with the Resources which require scheduling with CAISO for SVCE subject to and in accordance with this Agreement.

2.3 Standard of Performance. TPS will discharge its obligations hereunder in good faith and in a commercially reasonable manner and shall perform the Services in a timely, good, workmanlike manner and in accordance with (i) the Governing Rules and Applicable Law, (ii) Prudent Industry Practice, (iii) instructions from SVCE, and (iv) the terms of this Agreement.

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19 2.4 Exclusivity. For the Resources, subject to the terms and conditions of this Agreement, SVCE grants TPS the exclusive right during the Term to:
(a) act as SVCE’s provider of Services such that,
(i) the Resources designated in Exhibit A will be solely represented by TPS as Scheduling Coordinator;
(ii) SVCE will schedule all Products through and with TPS; and (iii) during the term of this Agreement, SVCE will not schedule Products related Ito the Resources directly with CAISO, or through any other Person except TPS, as long as there is no Force Majeure event or Event of Default that has occurred and is continuing with respect to TPS;
(b) serve as SVCE’s representative, limited to the purpose of representing SVCE as the Scheduling Coordinator for the Resources in communications with CAISO, as provided under Section 2 of the Base Agreement; and
(c) schedule the Products per SVCE’s instruction described in this Agreement; and (d) administer the purchase or sale of Products from the Resources into CAISO in accordance with the terms and conditions of this Agreement and the Governing Rules.

2.5 Reserved.

2.6 Reports. To the extent TPS is purchasing or selling Products from or pertaining to the Resources, in order to transact and settle such Products with CAISO pursuant to Section

2.2(a) of these General Terms and Conditions and upon SVCE’s request, TPS shall deliver a report to SVCE in a mutually agreed format, containing the provisions of such Transaction(s), including the type of Product and the quantity thereof that TPS has sold or purchased. The Parties agree that TPS’s provision of this report will be deemed to be a confirmation of Transactions entered into pursuant to Section 2.2(a) of these General Terms and Conditions.

2.7 Regulatory Reporting. TPS will reasonably assist SVCE in data collection for SVCE’s regulatory reporting obligations upon SVCE’s request. SVCE will be responsible for required state, federal or regional reports applicable to its licenses and business interests.

For clarification, nothing herein shall obligate TPS to prepare or submit any regulatory or governmental reports for SVCE; provided, however, that TPS shall timely provide to SVCE all information in its possession that is reasonably requested by SVCE for SVCE’s regulatory or governmental reports. For clarification, TPS will provide SVCE with transaction details in its possession in a format readily usable by SVCE to submit its FERC Electric Quarterly Reports (“EQR”).

SECTION 3

OPERATIONAL ISSUES

3.1 Resource Information. To the extent applicable to the Resources, SVCE will provide or cause to be provided to TPS the following information:
(a) all CPUC, CAISO and/or EIM registration and system modeling information required for the provision of Services applicable to the Resources, including but Item 1k
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20 not limited to information relating to the CAISO and/or EIM network model, as soon as reasonably practicable after the Effective Date; and (b) all relevant parameters, Real-Time data telemetry point map, Delivery Point(s), and Pricing Node(s), each as applicable to each Resource and as may be required by the Governing Rules, along with any other information about the Resources that SVCE reasonably believes would be helpful for TPS to know or that TPS reasonably requests in connection with the Services provided under this Agreement. TPS will provide assistance to SVCE to identify required information.

SVCE will use good faith efforts to, as soon as practicable, provide TPS with any and all applicable additions or changes to the above information required for the provision of Services. TPS may rely on the most recent information SVCE has supplied to TPS.

Resources may only be added to or removed from this Agreement through a written amendment of this Agreement executed by the Parties.

3.2 Daily Schedule of Sales Commitments and Products Availability. (a) If applicable, two hours prior to the deadline specified in the Governing Rules for Day-Ahead Market submissions on each Day, or sooner if practicable, SVCE will provide or cause to be provided to TPS a written schedule (the “Daily Schedule”) setting forth SVCE’s next Day’s hourly expected quantity of Products available from the Resources based on anticipated operational requirements and the level of SVCE’s participation in the CAISO market. The Daily Schedule will also describe the nature and expected duration of any scheduled or unscheduled limitations of each Resource, or any Resource maintenance requirements, that have not previously been communicated for the Day on which the Daily Schedule is received, or any succeeding Day.

(b) In addition to providing TPS with the Daily Schedule, throughout each operating Day, SVCE must provide or cause to be provided to TPS updates on SVCE’s ability to sell Products when and if such information changes materially from that information previously communicated to TPS by SVCE. These updates will be provided via a mutually agreed upon template sent electronically or over the phone or such other means as mutually agreed by the Parties. If updates occur over the phone, SVCE will make commercially reasonable efforts to send the template with the updated information as soon as is practicable, and TPS will make commercially reasonable efforts to submit the schedule.

SECTION 4

INSURANCE

4.1 Insurance Requirements. Prior to commencement of this Agreement, TPS shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained.

This verification of coverage shall be sent to SVCE.

4.2 Minimum Limits. Without limiting TPS’s duty to defend and indemnify, TPS shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:
(a) Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit Item 1k
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21 for Bodily Injury and Property Damage of per occurrence, and in the aggregate. Such requirement may be met through any combination of primary and excess policies.
(b) Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of per occurrence.
(c) Workers’ Compensation Insurance, if TPS employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability limits of each person, each accident and each disease.

4.3 Term of Insurance. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of two (2) years following the date TPS completes its performance of services under this Agreement.

4.4 Additional Insureds. Commercial general liability and automobile liability policies shall include SVCE, its directors, board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of TPS’s work, including ongoing and completed operations, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by SVCE and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the TPS’s insurance.

SECTION 5

EQUIPMENT AND DATA TRANSMISSION

5.1 Data Transmission. The Parties agree that SVCE will send or cause to be sent telemetered data directly to CAISO and communicate required telemetered data from and to the Resources. SVCE shall continually transmit, or cause to be continually transmitted, operational Resource data to TPS on a Real-Time basis as required by the Governing Rules.

5.2 Communication Cost. SVCE shall provide TPS with access to all applicable CAISO communication systems available to SVCE, as necessary for TPS to provide SVCE with Services described in this Agreement or as may be required by the Governing Rules.

SVCE shall reimburse TPS for all additional reasonable Third Party costs or expenses incurred by TPS for equipment or facilities located at SVCE’s site and/or directly and solely related to providing communications to the Resources or to adjust for changes in (i) CAISO or NERC communication criteria or standards, or (ii) communication technology implemented by SVCE during the Term to the extent TPS’s provision of additional equipment or facilities have been authorized by SVCE, all of which shall be passed through to SVCE as Pass Through Amounts under this Agreement. Prior to incurring any such Third Party costs subject to reimbursement by SVCE, TPS shall provide SVCE with an estimate of and explanation of the need for such costs and obtain SVCE’s approval for such costs, which shall not be unreasonably withheld. For such communication costs, TPS will invoice SVCE for such Pass Through Amounts in accordance with Section 7.1 of the General Terms and Conditions, providing SVCE with supporting details from TPS’s invoices from Third Party communications providers or vendors. Included in communications costs reimbursable by SVCE are any incremental costs applicable to Item 1k
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22 CAISO WAN costs attributable to SVCE that are supported by cost documentation from CAISO.

SECTION 6

SETTLEMENTS AND PASS THROUGH AMOUNTS

6.1 CAISO Settlements; Pass Through Amounts. TPS will administer all settlement charges and payments with CAISO related to the scheduling of the Products in the CAISO markets and Third Parties, as applicable, and will invoice or credit (as applicable) SVCE in accordance with Section 7.1 of the General Terms and Conditions for such payments TPS made to or received from CAISO, or Third Parties for any Pass Through Amounts and settlement payments related to any other Transactions or Services to SVCE under this Agreement. Subject to the provisions of Section 7 of the General Terms and Conditions, the Parties understand that TPS will not charge or credit SVCE for such settlement charges and payments until TPS has been charged or credited for such payment. In addition, the Parties understand that when CAISO short pays or otherwise fails to pay TPS amounts related to the Resources or other Transactions, then TPS shall not be obligated to pay SVCE such unpaid amounts until TPS has received such unpaid amounts due from CAISO. When paid by CAISO or a Third Party, as applicable, TPS will credit any such payments received to SVCE on the next invoice delivered by TPS to SVCE pursuant to Section 7 of the General Terms and Conditions herein. For the avoidance of doubt, receipt of payments from CAISO by TPS shall include receipt of payment in the form of credit or offset against other payment obligations owed to CAISO (to the extent permitted under the CAISO Agreements). SVCE shall reimburse TPS for all Pass Through Amounts assessed by CAISO or Third Parties to the extent related to or apportionable to any Transactions or Services. SVCE shall pay its proportionate share of all Pass Through Amounts assessed against or credited to TPS by CAISO, a transmission or distribution company, or regulatory authority, as applicable, to SVCE. As used in the previous sentence, the term “proportionate” shall mean that SVCE shall pay all Pass Through Amounts directly allocable to the Resources, Transactions and Services. All Pass Through Amounts and CAISO settlement charges and payments shall be payment obligations of the applicable Party that shall be due and payable as provided in Section 7 of the General Terms and Conditions. These obligations shall survive the termination of this Agreement.

6.2 Allocation Shares. The Parties acknowledge that Central Coast Community Energy (“3CE”) and Silicon Valley Clean Energy are each entitled to a share of the Product from the Resources set forth in Exhibit A under the heading of Shared Resources and SVCE is solely entitled to the Product of the Resources set forth in Exhibit A under the heading of SVCE Resources. In each invoice delivered pursuant to this Agreement, TPS shall (a) allocate the CAISO Settlements, Pass Through Amounts and applicable Service Fees to 3CE and SVCE in accordance with the percentages set forth in Exhibit A for Shared Resources, and (b) assign all CAISO Settlements, Pass Through Amounts and Services Fees to SVCE for SVCE Resources.

6.3 Reconciliation. TPS will reconcile all CAISO statements and Pass Through Amounts related to the Resources and Transactions. When TPS provides SVCE with each invoice, if SVCE disputes the accuracy of an invoice, it shall raise the dispute with reasonable notice to TPS prior to any deadline for contesting such Settlement Statements established in the Governing Rules, or otherwise SVCE shall be deemed to concur in the invoice’s accuracy. In the event SVCE has a question regarding a specific charge noted in any invoice, SVCE may review the specific information related to such charge in the applicable supporting statement; provided, however, the exercise of this right shall not extend the then-applicable period in which SVCE must challenge any invoice. If SVCE disputes the Item 1k
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23 accuracy of any invoice relating to Pass Through Amounts, TPS agrees, upon SVCE’s election and at SVCE’s cost, to reasonably act on SVCE’s behalf in disputing Pass Through Amounts with CAISO or, if applicable, a Third Party, acting in accordance with the Governing Rules in pursuing such billing disputes, as applicable; provided, however, at any time in the dispute resolution process, TPS may cease such efforts to contest Pass Through Amounts in the event TPS determines in its commercially reasonable judgment that (i) such Pass Through Amounts are correct, (ii) such dispute resolution is unlikely to be successful in adjusting the disputed Pass Through Amounts, or (iii) the cost or effort to continue pursuit of the dispute resolution process is unacceptable to TPS. In such event, TPS will notify SVCE of TPS’s decision to abandon pursuit of the dispute resolution process in a reasonable time prior to abandoning the claim, and in the event an assignment of claims is permitted under the Governing Rules, TPS will assign the claim under dispute to SVCE to enable SVCE’s independent pursuit of the claim. SVCE will be solely responsible for verifying the accuracy of meter data that is used to calculate CAISO Settlements with CAISO. SVCE and TPS will cooperate to provide any supporting data relating to the dispute in sufficient time for TPS to provide such data to CAISO under applicable Governing Rules. If the dispute resolution data is not submitted on time, or the dispute resolution is adverse to SVCE, SVCE shall pay all Pass Through Amounts based upon the CAISO data. TPS shall not be responsible to SVCE for errors in meter data supplied by CAISO or any other source, if applicable, for use in settlement calculations.

The obligations in this Section 6.2 shall survive the expiration or earlier termination of this Agreement.

SECTION 7
BILLING; PAYMENT; CREDIT

7.1 Invoices. All Services hereunder and Transactions hereunder will be accounted for on the basis of the settlement procedures set by the Governing Rules. The accounting period for Services, Transactions, and CAISO settlements will be one (1) Month. TPS’s monthly invoices will detail the Services and quantity of Products and imbalance charges scheduled and settled for SVCE under this Agreement during the applicable billing Month together with any adjustments for prior Months’ Services, SVCE’s Transactions to account for revised settlement billing statements received from Third Parties and from CAISO (and any applicable Pass Through Amounts), which invoice shall contain such detail and substantiating documentation as SVCE may reasonably request. In the event a CAISO statement conflicts with SVCE’s or TPS’s records, the CAISO statement will govern subject to any dispute SVCE timely raises with TPS for submission to the CAISO regarding such statement; provided however that submission of a dispute will not relieve a Party of its payment obligation until the dispute is resolved and to the extent adjustments are made to amounts owed. TPS’s invoice will show the amount that each Party owes (or is owed) pursuant to this Agreement. Invoices may be based upon estimated quantities, costs, and prices and adjusted by subsequent invoices once actual quantities, costs, and prices become known, pursuant to the Settlement Process. TPS shall invoice Pass Through Amounts and reimbursements in Section 5.4 of the Base Agreement separately from the fees specified in Sections 5.1, 5.2 and 5.3 of the Base Agreement.

7.2 Payment Date. A Party owing a Payment to the other Party, as set forth in the monthly invoices, shall make the payment on or before the tenth (10th) day after receipt of the monthly invoice (“Monthly Due Date”). In addition to the billing and payment process described in this Section 7, the Weekly Payment procedure set forth in Exhibit D will apply when the Resource is in a TPS SCID.

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24 7.3 Late Payment. Amounts owed, but not paid on or before the Due Date will be payable with interest at the Interest Rate calculated daily from the Due Date until payment is received; provided, however, for payments from CAISO or a Governmental Authority, TPS will pass through to SVCE only such interest payments received from CAISO or the Governmental Authority for payments due SVCE.

7.4 Offset. In the event that SVCE and TPS are each required to pay an amount to the other in the same Month pursuant to this Agreement, then such amounts will be aggregated, and the Parties will discharge their obligations to pay through offset. In such an offset, the Party owing the greater aggregate amount will pay to the other Party the net difference between the amounts owed.

7.5 Billing Disputes. In the event SVCE, in good faith, disputes any TPS invoice, SVCE will provide TPS with written notice of the disputed amounts, together with a statement describing the particulars of the dispute, including the calculations with respect to any errors or inaccuracies, and any such amounts (other than Pass Through Amounts) so disputed shall not be required to be paid until resolution of the dispute. TPS agrees to work diligently with SVCE to clarify and/or correct any error or suspected errors on the invoices before the Due Date. Except to the extent that TPS agrees that any Pass Through Amount is not due, the Party owing any amount shall pay all amounts of Pass Through Amounts, assessed pursuant to Section 5.3 of the Base Agreement, even if disputed, set forth in the TPS invoice on or before the Due Date. If it is subsequently determined that SVCE has overpaid or underpaid amounts actually due, the Parties will make any necessary adjustments within ten (10) Days after determination of any overpayment or underpayment. Subject to Section 7.4 of the General Terms and Conditions, the Party in receipt of any overpayments shall refund such overpayments with interest accrued at the Interest Rate from the date payment was received. The obligations under this Section 7.5 will survive the expiration or earlier termination of this Agreement.

7.6 Credit Support.
(a) TPS Credit Support and Limits. SVCE’s obligation to utilize and continue TPS’s Services under this Agreement is conditioned upon TPS satisfying SVCE’s credit policies and requirements. The Parties acknowledge and agree that TPS has caused to be delivered to SVCE a guaranty of payment duly executed by Tenaska Energy Holdings, LLC (“TEH”) and Tenaska Energy Inc. (“TEI” and together with TEH, the “Tenaska Guarantors”) in the amount of
in favor of SVCE (the “Tenaska Guaranty”), and TPS shall cause the Tenaska Guaranty to remain in full force and effect until TPS no longer has any remaining obligations under this Agreement. If at any time (i) TPS fails to maintain the Tenaska Guaranty in accordance with this Section, (ii) a Material Adverse Change has occurred with respect to the Tenaska Guarantors, or (iii) the liability limit of the Tenaska Guaranty is less than SVCE’s Credit Exposure to TPS, SVCE shall have the right to request additional adequate Credit Support in an amount sufficient to secure SVCE’s Credit Exposure to TPS. A failure by TPS to provide such additional adequate Credit Support pursuant to this Section 7.6(a) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions. (b) SVCE Credit Support and Limits. TPS’s obligation to provide Services hereunder is conditioned upon SVCE’s compliance with TPS’s credit policies and requirements. SVCE shall provide TPS with adequate assurance of its creditworthiness prior to the Commencement Date (if such adequate assurance has not been provided under the Original Agreement), and shall provide adequate Item 1k
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25 Credit Support throughout the Term to cover TPS’s Credit Exposure to SVCE.

Upon request, SVCE shall promptly provide quarterly, annual, and other financial data as reasonably requested to enable TPS to monitor SVCE’s ongoing creditworthiness. If at any time during the Term, TPS’ Credit Exposure to SVCE, less any Credit Support held by TPS, exceeds the SVCE Threshold, then TPS shall have the right to request additional adequate Credit Support in an amount sufficient to secure TPS’s Credit Exposure to SVCE above the SVCE Threshold.

A failure by SVCE to provide Credit Support pursuant to this Section 7.6(b) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions. Unless TPS has received Credit Support to cover its Credit Exposure to SVCE above the SVCE Threshold, TPS shall not be obligated to perform or receive, as the case may be, any Services or Transactions under this Agreement and may suspend performance until adequate Credit Support is provided.
(c) Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Credit Support hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against) such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon TPS’s receipt of settlement payments from CAISO, the settlement payments shall be deemed Credit Support posted by SVCE until disbursed to SVCE by TPS under Section 7.2 of the General Terms and Conditions. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Credit Support including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding letter of credit issued for its benefit; and (iv) liquidate all Credit Support then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party including any equity or right of purchase redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the Credit Support realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under this Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

7.7 True-Up/Credit Provisions. The Parties understand and agree that CAISO issues, revises, and restates its Settlement Statements in accordance with the Governing Rules (the “Settlement Process”). To accommodate the Settlement Process, the Parties agree that either Party may raise a dispute with CAISO with respect to any statement or payment after other applicable deadlines for disputing such statement or payment have passed so long as such dispute is raised no later than ten (10) Days following the date of the relevant CAISO Settlement Statement. In each Month’s invoice to SVCE, TPS will include any revisions or corrections to prior Months’ invoices arising from CAISO’s Settlement Process. CAISO’s Settlement Process could result in SVCE owing additional payments Item 1k
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26 to TPS or being owed payments by TPS. Upon receipt of each invoice and not later than the Due Date, SVCE shall pay TPS any amounts owed, and TPS shall pay SVCE any amounts owed, which arise from CAISO’s Settlement Process. No invoice rendered by TPS to SVCE under this Agreement shall be final until and unless CAISO has determined that no further restatement or resettlement of such Month shall occur and TPS has transmitted an invoice to SVCE for that Month reflecting any and all CAISO Settlement Statements applicable to that Month.
(a) Security After Termination. Upon termination of the Agreement, TPS will make a good faith estimate of any amounts by which CAISO may adjust prior Settlement Statements during the Settlement Process for Months of Service under this Agreement and will advise SVCE of such estimated amounts. The Party owed the greater aggregate amount, provided that such amount exceeds may demand reasonable security of performance, the Party estimated to owe the greater aggregate amount shall provide such Credit Support acceptable to the requesting Party in its reasonable discretion. TPS will continue to transmit settlement invoices to SVCE, as described herein. Upon receipt of each invoice and not later than the Weekly Due Date, SVCE shall pay TPS any amounts owed, and TPS shall pay SVCE any amounts owed, which arise from CAISO’s Settlement Process. Section 7.7 and 7.7(a) shall survive termination of the Agreement until the Settlement Process for months of Service under the Agreement is complete, invoices have been issued to SVCE, and payments between the Parties have been resolved.
(b) Statements received after termination of this Agreement. After the expiration or earlier termination of this Agreement, if TPS receives any statements from CAISO or Third Parties, whether adjustments or revisions, attributable to any Pass Through Amounts under this Agreement, TPS will invoice or pay SVCE accordingly. TPS will continue to send monthly invoices to SVCE reflecting any revisions, corrections, or adjustments to prior months’ statements from CAISO until TPS has transmitted invoices which reflect corrections for any month made by CAISO, applicable to SVCE for such month. For each invoice provided to SVCE after the expiration or earlier termination of the Agreement, SVCE shall pay TPS any amounts owed, and TPS shall pay SVCE any amounts owed, as the case may be, by the Due Date. This Section 7.7(b) shall survive the expiration or earlier termination of this Agreement until accounting and billing for Pass Through Amounts and Services for all months of Service under this Agreement are complete, invoices have been issued to SVCE, and payments between the Parties have been resolved.

7.8 Maintenance of Records; Audit.
(a) TPS and SVCE shall each maintain in accordance with Prudent Industry Practice complete, accurate and up-to-date supporting records that are pertinent to the Services and payment obligations hereunder, including all Pass Through Amounts.

TPS shall ensure that such supporting books and records are distinguishable from TPS’s other Scheduling Coordinator activities. The Parties shall each retain such books and records for a minimum of four (4) years after the Term, or if longer, the relevant period required by Applicable Law or Governing Rules. (b) Each Party has the right, at its sole expense and during Business Hours and upon reasonable written notice to the other Party, to examine the records of the other Party as necessary to verify the accuracy of any invoice, charge, or computation made pursuant to this Agreement. If any such examination reveals any inaccuracy Item 1k
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27 in any invoice, the necessary adjustments in such invoice and the payments thereof will be promptly made together with interest at the Interest Rate, if applicable, from the original date of payment; provided that no adjustment for any invoice or payment will be made unless objection to its accuracy thereof was made prior to the lapse of two (2) years from the date that the disputed invoice was delivered; and, provided further, no adjustment will be made to invoices or summaries related to CAISO Settlement Statements that CAISO has deemed final under the Governing Rules. Notwithstanding anything in this Agreement to the contrary, adjustments to any invoice may be made up to four (4) years from the date that the particular Transactions were completed to adjust for (i) corrections made by CAISO to prior CAISO statements. This paragraph of this Agreement survives the expiration or earlier termination of this Agreement for a period of four (4) years from the date of such expiration or earlier termination of this Agreement for the purpose of the right to examine records and such invoice and payment objections and corrections.

SECTION 8

GOVERNING RULES

8.1 Governing Rules. Both Parties agree to abide by all Applicable Laws and the Governing Rules. For purposes of determining responsibility and rights of the Parties at any given time, in addition to the terms and conditions of this Agreement, the Applicable Laws and Governing Rules which are in effect at the time of performance or non-performance of an action, subject to the continuation of any grandfathered provisions, will govern with respect to that action. In the event of a direct and irreconcilable conflict between Applicable Laws and the Governing Rules and the terms and conditions set forth in this Agreement, the Applicable Laws and Governing Rules will prevail.

8.2 Compliance Support. TPS shall use commercially reasonable efforts to assist SVCE in any audit of the Resources conducted or initiated by a regional reliability coordinator or NERC, including preparation of responses to NERC or regional reliability coordinator data requests related to NERC standards for which TPS has information useful to SVCE for the demonstration of compliance. In addition to the foregoing, if the regional reliability coordinator requests a NERC audit for a time period during which TPS served as SVCE’s Scheduling Coordinator, then upon SVCE’s request, with respect to such audits that call for production of records of Scheduling Coordinator-related communications with CAISO, TPS shall support SVCE with relevant information and assistance including assisting SVCE in responding to a NERC audit by providing SVCE with TPS’s pertinent documentation of TPS’s communications with CAISO or the applicable Resource. Nothing contained in this Agreement shall be construed to make TPS a “generation owner,” “generation operator,” or any similar entity, or to make TPS subject to any classification under applicable NERC rules as a result of TPS’s execution of this Agreement or TPS’s performance of the Services or otherwise, and SVCE shall not register TPS or require TPS to register with NERC as a “generation owner” or “generation operator” with respect to the Resources.

8.3 Compliance with Laws. TPS and SVCE will at all times comply with all Applicable Laws and the Governing Rules. In the event that actions or omissions of one Party (“Responsible Party”) cause the other Party (“Affected Party”) to (a) be materially non-compliant with the Governing Rules or Applicable Laws affecting Scheduling Coordinators or the Resources, or (b) have assessed or brought against it any fines, penalties, reprimands, censures, sanctions, assessments, or other material adverse actions by CAISO, market monitor, or any other Governmental Authority (“Assessments”) (which, for the avoidance of doubt, will not include ordinary course settlement charges or Item 1k
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28 penalties, such as imbalance penalties or charges, mismatched schedule charges, uninstructed deviation charges, or late fees), then, in addition to any other rights or remedies under this Agreement (including, without limitation, the right, if any, to indemnification against such Assessments), the Affected Party may exercise any or all of the following:
(i) give written notice to the Responsible Party setting forth the circumstances of non-compliance and, if practicable, demand that the Responsible Party cure such non-compliance; and (ii) demand that the Responsible Party use commercially reasonable efforts to cooperate in the Affected Party’s defense against such allegation or Assessment (provided the foregoing will not require the Affected Party to incur material expenses unless reimbursed by the Responsible Party nor take any position in any regulatory proceeding contrary to its interests or policies).

The Responsible Party will reimburse the Affected Party for any Assessments paid by the Affected Party; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

8.4 TPS Affiliates. Notwithstanding any provision of this Agreement to the contrary, TPS shall in all cases remain obligated for the performance of the Services and its obligations under this Agreement regardless of whether such Services or obligations are performed by its Affiliates.

8.5 Operation of SVCE’s Resources. Notwithstanding anything in this Agreement to the contrary, SVCE retains and shall retain ultimate decision-making authority and control with respect to the Resources relating to the operation, maintenance and dispatch of the Resources and the sale of Products from or pertaining to the Resources. Accordingly, all control over and with respect to the dispatch, maintenance and operation of the Resources, the undertaking of any particular arrangement or Transaction, the ultimate decision-making authority hereunder, and the execution of any Transaction shall reside exclusively with SVCE. TPS shall have no dispatch control over the Resources during any period of the Term, whether in practice as a result of the performance or undertaking of the Services, or otherwise pursuant to the terms of this Agreement. SVCE’s operation, maintenance and dispatch of the Resources, shall be in accordance with Prudent Industry Practice and the Governing Rules, and comply with all applicable Permits.

8.6 Change in Laws or Regulations. In the event a change in Applicable Laws or the Governing Rules (a) materially impairs a Party’s ability to perform under this Agreement, or (b) in the case of TPS, authorizes the CPUC to assert any new or additional jurisdiction over Scheduling Coordinators, the adversely affected Party may notify the other Party of the adverse effect and propose amendments to this Agreement to address the adverse effect of the change in Applicable Laws or Governing Rules. The Parties shall negotiate in good faith to amend this Agreement to restore the Parties to the relative benefits and obligations contemplated under this Agreement prior to the change in Applicable Laws or Governing Rules. If the Parties have not reached agreement on an amendment by the thirtieth (30th) Day after the effectiveness of the notice sent by the affected Party, then the affected Party may, upon written notice to the other Party, terminate this Agreement by designating a termination date that is no earlier than ninety (90) Days after the date of such written notice (“Permitted Termination”). Neither Party shall owe damages to the other Party in the event of a Permitted Termination; provided, that neither Party shall be relieved of any payment obligations accruing under this Agreement prior to the date of such termination or that by their nature survive such termination. Upon a Permitted Item 1k
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29 Termination, TPS will reasonably cooperate with SVCE to transition the Resources and the Scheduling Coordinator Services to a replacement Scheduling Coordinator in accordance with Section 6(b) of the Base Agreement.

SECTION 9
TAXES

9.1 Taxes. The seller or distributor of a Product will pay or cause to be paid all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising prior to the Delivery Point, and the buyer of a Product shall pay, or cause to be paid, all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising at or after the Delivery Point. In no event shall SVCE have any liability for taxes owed by TPS for performance under this Agreement.

Each Party must provide a state sales tax exemption form and a federal W-9 form to the other Party upon request. The Party failing to provide a sales tax exemption form will be liable for any state sales tax assessments on Transactions.

Each Party agrees to cooperate with the other Party in the event a state, municipality, or other relevant Governmental Authority ever audits or challenges a Party’s compliance with the rules and regulations governing the payment of taxes related to a Product or Transaction under this Agreement. Furthermore, each Party agrees to indemnify the other Party for any taxes, penalties, late fees, or other charges a Party is required to pay a taxing authority for uncollected and owed taxes which were the responsibility of the other Party under this Agreement, or which arose due to (i) a Party’s failure to provide appropriate exemption certification or (ii) a Party’s misrepresentation of any tax status. This provision shall survive the expiration or earlier termination of this Agreement and shall stay in full force and effect for five (5) years following the expiration or earlier termination of this Agreement.

SECTION 10

INDEMNITIES, LIABILITIES AND WARRANTY DISCLAIMER

10.1 INDEMNITIES. SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN SECTION

10.2 BELOW, EACH PARTY UNDERSTANDS AND AGREES THAT IT SHALL DEFEND, RELEASE, INDEMNIFY, AND HOLD THE OTHER PARTY (INCLUDING SUCH PARTY’S

OWNERS, AFFILIATES, AND REPRESENTATIVES) HARMLESS FROM (I) ALL THIRD

PARTY LIABILITIES, COSTS, CLAIMS, LOSSES, OR CAUSES OF ACTION ARISING

FROM PERSONAL INJURY, PROPERTY LOSS, PROPERTY DAMAGE, OR DEATH,

HOWEVER CAUSED, AND RELATED TO ANY EVENT, CIRCUMSTANCE, ACT OR

INCIDENT FIRST OCCURRING OR EXISTING DURING THE PERIOD OF TIME WHEN

CONTROL AND TITLE TO ANY PRODUCT IS VESTED IN SUCH INDEMNIFYING

PARTY, OR (II) ANY OTHER THIRD PARTY LIABILITIES, COSTS, CLAIMS, LOSSES,

OR CAUSES OF ACTION TO THE EXTENT CAUSED BY SUCH INDEMNIFYING PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

10.2 LIMITATION OF LIABILITY. EXCEPT FOR INDEMNITIES PROVIDED IN SECTION 10.1

HEREOF, THE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY CLAIM

OR CAUSE OF ACTION RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES ARE WAIVED. IN

NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY

CONSEQUENTIAL, INDIRECT, PUNITIVE, LOST PROFIT, LOST OPPORTUNITY,

BUSINESS INTERRUPTION, OR EXEMPLARY DAMAGES FOR ANY CLAIM OR

CAUSE OF ACTION RELATED TO THIS AGREEMENT, WHETHER ARISING FROM Item 1k
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30 BREACH OF CONTRACT OR WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE. MOREOVER,

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,

EXCLUDING ANY LIABILITY FOR PAYMENTS OR CREDITS DUE TO SVCE UNDER

THE BASE AGREEMENT, UNLESS THE CLAIMS OR OBLIGATIONS ARE CAUSED BY TPS’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, FOR ANY THREE (3)

MONTH PERIOD OF SERVICES, THE LIABILITY OF TPS TO SVCE FOR ANY

OBLIGATIONS OR CLAIMS UNDER THIS AGREEMENT (INCLUDING INDEMNITIES)

SHALL BE LIMITED TO A MAXIMUM OF THE SERVICE FEES RECEIVED BY TPS FROM SVCE (I) WITH RESPECT TO THE THREE (3) MONTHS OF THE TERM, FOR

THE MONTHS PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, AND THEREAFTER (II) FOR THE THREE (3) MONTHS

IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED (THE “DAMAGES CAP”); PROVIDED, HOWEVER, ONCE

ANY PORTION OF THE DAMAGES CAP HAS BEEN PAID OUT BY TPS IN

SATISFACTION OF A CLAIM, SUCH PORTION THAT HAS BEEN PAID OUT SHALL BE

DEDUCTED FROM THE DAMAGES CAP OTHERWISE AVAILABLE TO SATISFY ANY SUBSEQUENT CLAIM(S) ARISING DURING SUCH PERIOD. FOR THE AVOIDANCE OF DOUBT, OTHER THAN WITH RESPECT TO TPS’S PAYMENT OBLIGATIONS

EXPRESSLY EXCLUDED FROM THE LIMITATION OF LIABILITY ABOVE, TPS WILL

NOT BE OBLIGATED TO PAY OUT IN THE AGGREGATE FOR CLAIMS IN ANY CONSECUTIVE THREE (3) MONTH PERIOD MORE THAN THE SERVICE FEES TPS HAS RECEIVED FROM SVCE FOR SUCH THREE (3) MONTH PERIOD.

10.3 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND SVCE’S USE OF THE SERVICES IS AT ITS OWN RISK. TPS DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES

INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TPS DOES NOT

WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR

COMPLETELY SECURE, OR THAT THE PROVISION OF SERVICES WILL ALWAYS BE EXECUTED WITHOUT HUMAN ERRORS OR OMISSIONS.

10.4 ADDITIONAL INDEMNITIES. AN INDEMNIFYING PARTY’S INDEMNITY

OBLIGATIONS, AND ANY WAIVERS AND RELEASES OF CLAIMS IN THIS

AGREEMENT WILL EXTEND TO THE INDEMNIFIED PARTY, ITS AFFILIATED

COMPANIES, INCLUDING ANY ENTITY CONTROLLING, UNDER THE CONTROL OF,

OR UNDER COMMON CONTROL WITH SUCH PARTY, AND TO THE RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, SHAREHOLDERS AND INSURERS OF EACH THEREOF.

10.5 Survival. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

SECTION 11

DEFAULTS AND REMEDIES

11.1 Events of Default. A Party will be in default under this Agreement upon the occurrence of any one or more of the following events (each an “Event of Default”):
(a) the failure by a Party to make a timely payment of any amounts due or provide required Credit Support to the other Party under this Agreement; Item 1k
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31 (b) the failure by a Party to perform its material obligations under this Agreement which failure is not excused by the terms of this Agreement;
(c) the breach of any representation or warranty of such Party that results in a material adverse impact on the other Party;
(d) the appointment (voluntary or involuntary) of a receiver or liquidator or trustee of such Party or of any of the property of such Party by order of a court of competent jurisdiction;
(e) the filing of a petition or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of federal or state bankruptcy or insolvency laws, as any such laws now exist or as those laws may be amended, or the filing of an answer admitting the material allegations of a petition filed against it in such proceeding; the general assignment by a Party for the benefit of its creditors; or the admission by a Party in writing of its inability to pay its debts generally as they become due; and/or
(f) the commission of a fraudulent act or omission by a Party in the performance of its obligations hereunder.

11.2 Rights of Non-Defaulting Party. If an Event of Default shall have occurred and be continuing with respect to a Party (the “Defaulting Party”), the Party not subject to an Event of Default (the “Non-Defaulting Party”) shall have the right to take any one or more of the following actions:
(a) upon the occurrence of an Event of Default as specified in Sections 11.1(a),

11.1(b), 11.1(d), 11.1(e), or 11.1(f), to suspend performance immediately and without notice;
(b) upon the occurrence of an Event of Default as specified in Section 11.1(c), upon three (3) Business Days’ notice, to suspend performance of any obligation which, if performance continued, would expose the Non-Defaulting Party to material risks or material unrecovered costs;
(c) upon the occurrence of an Event of Default as specified under Sections 11.1(a),

11.1(b), or 11.1(f), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have three (3) Business Days after the date of such notice in which to cure the Event of Default; (d) upon the occurrence of an Event of Default as specified under Section 11.1(c), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have fifteen (15) Days after the date of such notice in which to cure the Event of Default;
(e) upon the occurrence of an Event of Default as specified in Sections 11.1(d), or

11.1(e), to terminate this Agreement immediately and without notice; (f) to pursue collection of direct, actual damages and seek any other remedy at law or in equity (except to the extent limited by, or waived under, this Agreement); Item 1k
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32 (g) to pursue collection of reasonable attorney's fees and costs if any action is brought to enforce any term or provision of this Agreement or collect amounts due (whether at the trial court level or any appeal there from); and/or (h) to pursue any other remedy provided under this Agreement.

11.3 Acceleration of Amounts Due. If a termination of this Agreement occurs pursuant to this Section 11, the Non-Defaulting Party may accelerate all amounts owing between the Parties, offset amounts owed by the Defaulting Party against amounts due the Defaulting Party and against any Credit Support held between the Parties, and liquidate and terminate all Services, Transactions and/or scheduled quantities of Products where commercially reasonable to do so. To the extent applicable, where scheduled Transactions or scheduled quantities cannot be liquidated or terminated in a commercially reasonable manner, then this Agreement will continue in force as to those scheduled Transactions and scheduled quantities for the duration of the contractual commitment to Third Parties.

SECTION 12

NOTICES

12.1 Notices. Unless otherwise provided in this Agreement, any notices given under this Agreement must be in writing and personally delivered or sent by electronic mail or United States mail to such Persons or locations designated on Exhibit B and shall be deemed given and effective when delivered by hand or upon:
(a) three (3) Business Days after such notice is deposited in the United States mail with postage prepaid for transmittal by registered or certified mail, return receipt requested;
(b) one (1) Business Day after such notice is placed in the hands of a recognized commercial mail or courier service for overnight delivery; or (c) the Business Day on the date such notice was sent by email with confirmation of receipt of such email by confirmed email transmission, provided that such receipt occurred during Business Hours of such Business Day. For email transmissions received after such Business Hours of such Business Day at the receiving location, notice shall be deemed effective upon the opening of Business Hours of the next Business Day.

For the avoidance of doubt, either Party may update its notice information contained in Exhibit B at any time without the need for a formal amendment by sending written notice to the other Party in accordance with this Section 12.1.

SECTION 13

FORCE MAJEURE

13.1 Force Majeure. Subject to Section 13.2 of the General Terms and Conditions, neither Party will be considered to be in default in the performance of any obligations under this Agreement (other than the obligation to make a payment of amounts owed) to the extent and for the duration that such failure of performance results from Force Majeure. The term “Force Majeure” means causes that are beyond the reasonable control of the Party affected which, by exercise of due diligence, such Party could not reasonably have been expected to avoid and which, by exercise of due diligence, it has been unable to overcome and not the result of the fault or negligence of such Party including, but not limited to: flood, Item 1k
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33 earthquake, tornado, hurricane, storm, or fire; acts of terrorism; civil disobedience, strikes, or other labor dispute; labor or material shortage; sabotage; pandemic, epidemic or other public health emergency; restraint, order, rule, or regulation of any court, governmental body, or public authority, including CAISO (whether valid or invalid).

13.2 Due Diligence. No Party, however, shall be relieved of liability for failure of performance hereunder based on Force Majeure if such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. A Party claiming Force Majeure must exercise due diligence to overcome the Force Majeure event. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch.

13.3 Obligations During Force Majeure. Notwithstanding any other provisions as stated in Section 13, an event of Force Majeure does not relieve a Party of any of its obligations under the Governing Rules and this Agreement that the Party can reasonably perform during a Force Majeure event, and does not excuse a Party of its obligations to make payments for obligations arising prior to the Force Majeure event, or of any payment obligations for its non-performance arising pursuant to the Governing Rules and this Agreement.

SECTION 14

CONFIDENTIALITY

14.1 Confidentiality.
(a) Subject to the remaining provisions of this Section 14.1, each Party agrees, for itself, its Affiliates, and its Representatives, to keep confidential this Agreement, all negotiations concerning this Agreement, and all other information furnished by either Party related to schedules, Services, credit and financial obligations, and Transactions under this Agreement ("Confidential Information"); provided, however, such confidentiality obligation will expire three (3) years immediately following the expiration or earlier termination of this Agreement. (b) The receiving Party, its Affiliates, and its Representatives shall not disclose any Confidential Information to any Third Party without the prior written consent of the disclosing Party unless requested or required by a Governmental Authority or self-regulatory organization or as permitted in accordance herewith; provided that a Party may, without such prior written consent, disclose Confidential Information to any Affiliate, Representative, current or future financing sources, insurer, auditor, or potential purchaser of or investor in a Party and its parent or Affiliates who need to know such information and who agree to keep such Confidential Information confidential on terms no less restrictive, as a whole, than those set forth in this Section 14.1, provided further that each Party shall be responsible for the compliance with this Section 14.1 by all such Persons with whom it shares such Confidential Information in accordance with the immediately foregoing proviso. (c) In the event any Party is requested or required to disclose Confidential Information pursuant to Applicable Laws including, but not limited to a request for disclosure under the California Public Records Act (California Government Code Section 6250, et seq.) or by a Governmental Authority having or purporting to have jurisdiction over the Party, to the extent permitted by Applicable Law, such Party must notify the other Party prior to any disclosure so as to allow the other Party to Item 1k
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34 resist such disclosure before the Governmental Authority and/or to seek appropriate protection from further disclosure.
(d) The Parties agree that disclosure of Confidential Information in breach of the confidentiality provisions of this Agreement constitutes an irreparable injury and that injunctive relief is an appropriate remedy to prevent the unwarranted disclosure of any Confidential Information.
(e) The confidentiality provisions of this Agreement will not apply to any information (i) the receiving Party developed independently without using the Confidential Information, (ii) that was in the public domain at the time of its disclosure hereunder, (iii) which passes into the public domain by acts other than the acts of or caused by the Party receiving said Confidential Information, or (iv) is disclosed to the receiving Party by a Third Party, provided that the receiving Party does not know (or has no reasonable basis to know) that the information was received or disclosed unlawfully.

SECTION 15

REPRESENTATIONS AND WARRANTIES

15.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party at all times during the Term that:
(a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized and is authorized to do business in the State of California;
(b) it has the full power and authority to enter into this Agreement and perform all of its specified obligations, representations, warranties, and covenants under this Agreement;
(c) it is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt;
(d) (i) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action of its governing body and does not and will not conflict with any provision of its organizational documents, any Applicable Law or any material agreement or instrument to which it is a party or by which it or a material portion of its property or assets may be bound or effected, and (ii) the Person signing this Agreement on its behalf was duly authorized to execute and deliver this Agreement on its behalf;
(e) it obtained prior to the Original Commencement Date, all required licenses, registrations, certifications, Permits, and other authorizations; and took prior to the Original Commencement Date, all actions required by Applicable Laws, the Governing Rules or governmental regulations with the exception of licenses, registrations, certifications, Permits, or other authorizations that do not materially affect its performance under this Agreement;
(f) it is not in violation of any contracts, laws, ordinances, or governmental rules, regulations, or orders of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; Item 1k
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35 (g) it is solely responsible for keeping itself informed of and understanding its respective responsibilities under the Governing Rules and any laws, rules, regulations, and tariffs approved by any Governmental Authority with jurisdiction over the matters specified in this Agreement; and
(h) it is not registered as a commodity trading advisor under the U.S. Commodity Exchange Act and is not holding itself out as in the business of advising others as to the value or advisability of trading swaps, options, futures or cash settled forwards or any other commodity transaction. Any oral or written communications by TPS with respect to this Agreement are not intended to be commodity trading advice.

15.2 Additional SVCE Representations and Warranties. SVCE represents and warrants that SVCE has worked in good faith with TPS to make, prior to the Original Commencement Date, all required registrations with, and has received all required certifications and approvals from, the CPUC and all required registrations with, and received any necessary qualifications from, CAISO to perform this Agreement.

15.3 Additional TPS Representations and Warranties. TPS represents and warrants that (i) TPS is certified as a Scheduling Coordinator with CAISO and, prior to the Original Commencement Date and during the Term, will be authorized by CAISO to represent the Resources, communicate, schedule, and settle Transactions with CAISO and (ii) TPS has made prior to the Original Commencement Date all other required registrations with, and received all other required certifications and approvals from, the CPUC, and has made all other required registrations with, and received any other necessary qualifications from, CAISO to perform under this Agreement.

SECTION 16

MISCELLANEOUS

16.1 Disclaimer. This Agreement does not constitute, create, give effect to, or otherwise recognize or imply the existence of a joint venture, pooling arrangement association, partnership, or other formal or informal business organization of any kind among the Parties, and the rights and obligations of the Parties with respect to this Agreement shall be limited to those set forth in this Agreement.

16.2 Assignment. Neither Party will assign this Agreement or its performance or rights arising under or related to this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer or assign this Agreement to any Person or entity succeeding to all or substantially all of the assets of such Party that has a credit rating of BBB- or better from Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global Inc.) or a Credit Rating of Baa3 or better from Moody’s Investors Services, Inc., if any, or (ii) to a Person who succeeds to the interests of the assigning Party by merger, consolidation, or operation of law; provided, in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request and, in the case of TPS, the assignee possesses all licenses and expertise (including Scheduling Coordinator status) necessary to perform all obligations of TPS under this Agreement. Any purported assignment in contraventions of this Section will be null and void and the non-assigning Party is not obligated to recognize the purported assignment of this Agreement. This Agreement will be binding Item 1k
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36 on, and inure to the benefit of any permitted, assigned, or successor of the assigning Party.

16.3 Governing Law; Jury Trial Waiver; Expenses. This Agreement and all matter and claims arising under or relating to this Agreement is governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of California and the United States District Courts located therein, and waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. EACH PARTY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT. EACH

PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. IF EITHER PARTY BRINGS ANY

LEGAL ACTION TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR SEEKS

ENFORCEMENT UNDER THE TERMS OF ANY CREDIT SUPPORT PROVIDED BY

THE OTHER PARTY, THE PREVAILING PARTY SHALL BE ENTITLED TO REIMBURSEMENT FROM THE OTHER PARTY OF REASONABLE ATTORNEYS’

FEES AND LITIGATION COSTS AND EXPENSES, INCLUDING WITNESS FEES OF

ANY KIND, IN AN AMOUNT TO BE DETERMINED BY THE APPLICABLE COURT OR BY AGREEMENT OF THE PARTIES.

16.4 Counterparts. This Agreement may be executed in multiple counterparts, including PDF documents exchanged by electronic mail, each one of which will be considered an original Agreement, but all of which together will constitute one and the same instrument.

16.5 Waiver. No waiver by any Party, either express or implied, of any one or more defaults by the other in the performance of any provisions of this Agreement will operate or be construed as a waiver of any other default or defaults, whether of a like or a different character. The rights and remedies of the Parties are cumulative and not alternative.

Neither any failure nor any delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Failure by a Party to enforce any of the terms, covenants, conditions or other provisions of this Agreement at any time will not in any way affect, limit, modify or waive that Party’s right thereafter to enforce strict compliance with every term, covenant or condition of this Agreement, notwithstanding any course of dealing or custom of the trade.

16.6 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, negotiations and agreements, whether oral or written, between the Parties with respect to such subject matter, including, but not limited to the Prior Agreements, which Prior Agreements are hereby amended, restated, replaced and superseded in their entirety by this Agreement as of the Effective Date. No alteration of or amendment to this Agreement will be effective unless in writing and signed by an authorized representative of each Party.

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37 16.7 Severability. Any provision, article, or section declared or rendered unlawful by a court of law or regulatory agency with jurisdiction over the Parties, or deemed unlawful because of a statutory change, will not otherwise affect the other lawful obligations that arise under this Agreement. In the event any provision of this Agreement is declared invalid, the Parties will promptly negotiate to restore this Agreement as near as possible to its original intent.

16.8 Headings. The section headings of this Agreement are for convenience of reference only, and do not form a part of this Agreement, and do not in any manner modify, interpret, or construe the intent or agreement of the Parties.

16.9 Exclusion of Third Party Rights. The provisions of this Agreement will not impart rights enforceable by any Person or entity not a Party or bound as a Party hereto unless such Person or entity is a permitted successor or assignee of a Party bound by this Agreement, and the Parties do not intend to create any Third Party beneficiary under this Agreement, except to the extent (i) security interests in this Agreement have been granted to a Party’s lenders, and (ii) certain rights to raise contractual rights and/or defenses under this Agreement have been extended to a Party’s guarantor under any guaranty provided as Credit Support hereunder.

16.10 Recordings. Each Party consents to the recording and retention of any telephone conversations, e-mail or electronic message between the Parties (“Recording”), and each Party will obtain any required consents to such Recordings from such Party’s affected personnel, contractors, or agents. Subject to other applicable rules of evidence, such as the rule of relevance, the contents of such Recording transmitted between the Parties concerning this Agreement, may be utilized to determine the intent of the Parties in any dispute arising under this Agreement, and such Recording will be deemed a written business record of any information, confirmation, consent, bid, authorization, instruction, notice, or Transaction under this Agreement, which may be submitted in evidence in any proceeding or action related to this Agreement. Each Party waives objection to the admission in court of such Recording based on the “Best Evidence Rule” or other legal principles. Such Recording will be the controlling evidence of the Parties’ agreement with respect to any particular information, confirmation, consent, notice, or Transaction in the event a written confirmation of that information, confirmation, consent, notice, or Transaction is not fully executed or accepted by both Parties. A written confirmation executed by both Parties will prevail over a Recording of a Transaction. Each Party waives any further notice of monitoring or recording and agrees to notify its officers and employees and obtain any required consent to any such monitoring or recording.

16.11 No Recourse to Members of SVCE. SVCE 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. SVCE 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 SVCE’s constituent members, or the employees, directors, officers, consultants or advisors or SVCE or its constituent members, in connection with this Agreement.

16.12 Imaged Agreement. Any original executed Agreement, confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the confirmation if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, Item 1k
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38 arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party will object to the admissibility of the Recording, the confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.

16.13 Joint Preparation of Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

16.14 No Fiduciary Duty. Both Parties recognize the commercial nature of this Agreement and neither Party will owe any essential fiduciary duty to the other Party or any Third Party with respect to the performance of any of its obligations hereunder. The Parties hereby waive, to the fullest extent permitted by Applicable Law, any and all fiduciary duties that, absent such waiver, may be implied by law, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another are only as expressly set forth in this Agreement. SVCE acknowledges and agrees that this Agreement shall not preclude TPS from providing services or making sales of a like nature to any other Person, either currently or in the future. TPS may, notwithstanding this Agreement, engage in whatever activities it may choose, including, without limitation, providing the same or similar sales or services in the same geographic region (or other competing activities) for its own account (or for the account of others). Neither this Agreement nor any activity undertaken related to this Agreement will prevent TPS from engaging in such activities or require TPS to disclose the same.

16.15 Survival of Contract Terms. In addition to Sections of this Agreement which specifically state that they shall survive the expiration or earlier termination of this Agreement, the Parties also agree that these General Terms and Conditions shall survive the expiration or earlier termination of this Agreement as and to the extent necessary to give proper effect to the intent of the Parties with respect to their respective rights and obligations arising prior to the termination of this Agreement.

16.16 No Public Utility Designation. Each Party agrees that it shall not claim in any bankruptcy proceeding related to such Party that the other Party is serving as a public utility for such Party by selling Energy or providing Services under this Agreement.

16.17 Non-Discrimination. During the performance of this Agreement, neither Party, or their Representatives, shall unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in SVCE or TPS’s employment practices or in the furnishing of services to recipients. Both Parties shall ensure that the evaluation and treatment of their employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. Both Parties and their Representatives shall, in the performance of this Agreement, fully comply with all Applicable Laws which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

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Exhibit A - 1

EXHIBIT A

RESOURCE INFORMATION
A. SVCE’s Resources That Will Require Scheduling
None
B. Shared Resources (with Central Coast Community Energy “3CE”) That Will Require Scheduling and Optimization:

Resource #1
Resource Name: Victory Pass Solar Photovoltaic + BESS
Location: Riverside County, California
Number of CAISO Resource IDs: 2
CAISO Resource ID:

Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 200 MW solar and 100% of 50 MW
BESS
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 100 MW solar, 25 MW BESS
Delivery Point: At resource’s P-node
Facility PNode:

Transmission Owner: Southern California Edison Company
PPA Term (Years): 15 years
Fixed Monthly Fee:

Optimization Fixed Monthly Fee:
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
C. RESERVED
D. Shared Resources (with Central Coast Community Energy “3CE”) That Will Not Require Scheduling, But Will Require Monitoring
Resource #2
Resource Name: Yellow Pine Solar Photovoltaic + BESS
Location: Clark County, Nevada
Number of CAISO Resource IDs: 2
CAISO Resource ID:

Unit SCID: YPSS
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of 125 MW solar and 100% of 65 MW
BESS
Resource Type: Solar Photovoltaic coupled with BESS in a co-located configuration Capacity: 50 MW solar, 26 MW BESS
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Exhibit A - 2
Delivery Point: At resource’s P-node
Facility PNode:

Transmission Owner: GridLiance
PPA Term (Years): 20 years
Fixed Monthly Fee:
3CE's Percentage Share of Resource: 60%
SVCE’s Percentage Share of Resource: 40%
Resource #3
Resource Name: Ormat’s Mammoth Casa Diablo IV
Geothermal Project
Location: Mono County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID:

Unit SCID: TS22
Portion of total CAISO Net Qualifying
Capacity of Resource:

Approximately 35% (14 MW) of Resource’s total
capacity of 40 MW
Resource Type: Geothermal
Capacity: 7 MW
Delivery Point: At resource’s P-node
Facility PNode:

Transmission Owner: Southern California Edison
PPA Term (Years): 10 years
Fixed Monthly Fee:
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
Resource #4
Resource Name: AES Mountainview Wind Project
Location: Riverside County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID:

Unit SCID: AIE6
Portion of total CAISO Net Qualifying
Capacity of Resource:
100% of Resource’s total capacity of
approximately 66.6 MW
Resource Type: Wind
Capacity: 33.3 MW
Delivery Point: At resource’s P-node
Facility PNode:

Transmission Owner: Southern California Edison
PPA Term (Years): 20 years
Fixed Monthly Fee:
3CE's Percentage Share of Resource: 50%
SVCE’s Percentage Share of Resource: 50%
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Exhibit A - 3
SERVICE FEE SCHEDULE FOR GENERIC RESOURCES1:

Costs on a per unit Set-Up Fee Monthly Fee
Set Up
Telemetry
Scheduling and Outage
Management (2 or less
Resource IDs) 2, 3

Scheduling and Outage
Management (3 or 4
Resource IDs)2, 3

Scheduling and Outage
Management (5 or 6
Resource IDs)2, 3

Scheduling and Outage
Management (7 or more
Resource IDs)2, 3

Data and Settlement
Validation1 2, 3
2Fixed Monthly Fee will increase annually by the CPI-U (minimum 2%). 3 Pricing provided is for technology types currently online or expected to come online based on the Resources List provided by the Joint Agencies (solar, solar + storage, standalone storage, geothermal, and wind). TPS has experience with all technology types and could provide services to other resource types as agreed upon by the Joint Agencies and TPS.
4 Fee will be assessed on a per Resource basis.
1 This service fee schedule applies to Resources yet to be named by SVCE during the Term of this Agreement. The fee schedule is adjusted annually pursuant to Section 5.2 of the Base Agreement.

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1 1
1 1
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Exhibit B - 1

EXHIBIT B

NOTICE INFORMATION
TENASKA POWER SERVICES CO. SILICON VALLEY COMMUNITY ENERGY

AUTHORITY
Notice Address:
300 E. John Carpenter Freeway, Suite 1100
Irving, TX 75062
Notice Address: 333 W. El Camino Real, Suite
330 Sunnyvale, CA 94087
Attn: Director, Contract Administration Attn: CEO
Phone: (817) 303-1860 Phone: 408-721-5301
Facsimile: (817) 303-1867 Facsimile:

Email: [email protected] Email:

CICI Number: 549300K7NFSB93YGBN35 CICI Number:

CFTC Designation: End User CFTC Designation:

Duns: 01-501-6913 Duns: 08-046-2990
Federal Tax ID Number: 47-0824081
(The above is the Tax ID for Tenaska Energy, Inc.,
the parent company of TPS. TPS is a disregarded
entity for federal tax purposes.)
Federal Tax ID Number:
81-2158638
Confirmations:

Attn: Confirms
Phone: (817) 303-3609
Email: [email protected]
Confirmations:

Attn:

Phone:

Email:

Real-Time Trading:

Phone: (817) 462-1528
Real-Time Trading:

Phone:

Payments:

Attn: Accounts Receivable
14302 FNB Parkway
Omaha, NE 68154
Phone: (402) 938-1621
Payments:

Finance Group
(408) 721-5301
Invoices:

Attn: Accounts Payable
Phone: (817) 462-1521
Email: [email protected]
Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email:

Wire/ACH Transfer:

Bank:

ABA No:

Account No:

Account Name:

Wire/ACH Transfer:

Bank:

ABA No:

Account No:

Account Name:

Credit and Collections:

Attn: Credit Department
Phone: (817) 303-1113
Email: [email protected]
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email:

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

Attn: Vice President and General Counsel
Phone: (817) 462-8503
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: CEO
Phone: (408) 721-5301
Email:

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Draft Amended and Restated Agent Scheduling Coordiantor Agreement Exhibit C - 1

EXHIBIT C

SUPPORT SERVICES
In addition to those activities described in Section 2.8 of the Base Agreement, TPS will (with SVCE’s cooperation as necessary):

1. determine, establish and implement the necessary communication methods, operational information technology and interfaces with CAISO including for purposes of transmitting Real-Time telemetry from the Resources to TPS’s primary and backup operation centers;

2. establish itself as the Scheduling Coordinator for the Resources;

3. if applicable, specify, install, configure, and test all required interface equipment needed to acquire and transmit CAISO-required Real-Time telemetry;

4. one (1) Business Day prior to the Original Commencement Date, submit Bids to CAISO applicable to the Resources for the Original Commencement Date;

5. provide such other assistance with respect to the Documentation as SVCE may reasonably require;

6. assist SVCE with the CAISO New Resource Implementation (NRI) Checklist as SVCE may reasonably require; and

7. assist SVCE in establishing and setting up its ability to send and transmit telemetering data to the markets.

The Parties acknowledge and agree that, with regard to the Resources identified in Exhibit A as of the Effective Date, the Services described in this Exhibit C were provided by TPS under the Original Agreement.

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Draft Amended and Restated Agent Scheduling Coordiantor Agreement Exhibit D - 1

EXHIBIT D

WEEKLY PAYMENT PROCEDURE
In addition to the monthly invoice process described in Section 7 of the General Terms and Conditions, the Parties agree to use the following process for exchanging weekly amounts (“Weekly Payment Procedure”):
1) Each Wednesday (or if a Wednesday is not a Business Day, the next Business Day), TPS will produce a statement of CAISO settlement activity for the 2nd week prior (Monday-Sunday) for the Resources (“Weekly Statement”). For example, under the Weekly Payment Procedure, TPS would issue a Weekly Statement on Wednesday, July 26, 2023, which would reflect CAISO settlement activity for Operating Days July 10 – 16, 2023. 2) The Party owing an amount shown on a Weekly Statement will remit such amount three (3) Business Days after receipt of the Weekly Statement (typical due date will be the Friday following the Weekly Statement issued on Wednesday).
3) Weekly Statements will only reflect initial CAISO settlement activity. 4) TPS will continue to issue monthly invoices pursuant to Section 7 of the General Terms and Conditions, including Fixed Monthly Fees, Pass Through Amounts, and any CAISO settlement amounts not already remitted under a Weekly Statement.

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Draft Amended and Restated Agent Scheduling Coordiantor Agreement Execution Version
1 AMENDED AND RESTATED AGREEMENT TO PROVIDE SCHEDULING AGENT

AND ENERGY MANAGEMENT SERVICES
This Amended and Restated Agreement to Provide Scheduling Agent and Energy Management Services (“Agreement”) is executed on _____________, 2025 (“Effective Date”) between Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE”) and Tenaska Power Services Co. (“TPS”), a Nebraska corporation. SVCE and TPS are also hereinafter referred to in this Agreement individually as “Party” and collectively as the “Parties”.

This Agreement consists of and is governed by the Base Agreement and the General Terms and Conditions attached hereto, together with attached exhibits incorporated by reference in this Agreement.

RECITALS
WHEREAS, TPS and SVCE entered into (i) that certain Agreement to Provide Scheduling Agent and Energy Management Services dated December 6, 2024 (“Original Agreement”), with a commencement date thereunder of April 1, 2025 (the “Original Commencement Date”); (ii) that certain Letter Agreement for Optimization Services dated May 28, 2024 (as amended) (the “Optimization Letter Agreement”), and (iii) that certain Letter Agreement for WAPA Base Resource Scheduling Services dated December 6, 2024 (the “WAPA Base Resource Scheduling Letter Agreement” and together with the Original Agreement and Optimization Letter Agreement, the “Prior Agreements”);
WHEREAS, SVCE, directly or indirectly owns, controls and/or has power purchase and energy storage agreements (“PPAs”) with battery-powered energy storage resources (“Storage Resources”) and certain solar generating facilities (“Solar Resources”) located within the CAISO and WECC markets as described further in Exhibit A hereto (collectively, the “Resource(s)”), participates in the CAISO markets, and has the obligation to provide electric service to Load within the Service Areas identified in Exhibit A hereto (the “Service Areas); WHEREAS, TPS is in the business of providing Scheduling Agent Services to qualified Scheduling Coordinators in CAISO and providing Energy Management Services, including scheduling Energy, Load, Capacity, Ancillary Services, and managing Congestion Revenue Rights through the markets operated by CAISO;
WHEREAS, SVCE has established itself as a qualified Scheduling Coordinator with CAISO; and
WHEREAS, TPS desires to perform Scheduling Agent, Energy Management Services and other Services for SVCE, and SVCE desires TPS to provide such Services, in each case, on the terms and conditions as set forth herein; and
WHEREAS, the Parties desire to amend and restate the Original Agreement in its entirety, as provided herein.

NOW, THEREFORE, SVCE and TPS enter into this Agreement to amend and restate in its entirety the Original Agreement, under which TPS shall provide SVCE with the Services described herein and shall serve as the Scheduling Agent for SVCE as described herein.

Accordingly, for and in consideration of the premises, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, SVCE and TPS agree as follows:

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Draft Amended and Restated Agreement: Scheduling Agent and Energy Management Execution Version
2 BASE AGREEMENT

1. DESIGNATION
Except as provided in this Section 1, no Party will be an agent, partner, joint venturer, or legal representative of any other Party for any purpose whatsoever, and no Party is authorized to assume or create any obligation, liability, or responsibility, expressed or implied, on behalf of or in the name of any other Party, or to bind any other Party to any Third Party in any manner whatsoever; provided, however, that SVCE authorizes TPS to act, and TPS agrees to act, subject to the terms of this Agreement, as SVCE’s exclusive provider of the Services for the Load, Resources, and Transactions related thereto. The Parties shall conduct their respective duties, obligations, and operations related to this Agreement in accordance with the terms of this Agreement, the Governing Rules, and Prudent Industry Practice.

The relationship of SVCE, on the one hand, with TPS, on the other hand, as set forth in this Agreement is one of an independent contractor.

2. LOAD FORECASTING AND RESOURCE SCHEDULING AGENT SERVICES

2.1 SVCE SCID. SVCE represents and warrants that it is a registered Scheduling Coordinator under the CAISO Tariff, and, as a condition precedent to TPS’s obligation to provide the Services herein, SVCE shall maintain its own Scheduling Coordinator ID Code (“SCID”) throughout the term of this Agreement.

2.2 Scheduling Agent. SVCE grants TPS the exclusive right to serve as Scheduling Agent for SVCE’s SCID. TPS will perform all functions required or reasonably necessary in order to represent SVCE’s SCID and will be the single point of contact for all communications with CAISO pertaining to SVCE’s SCID during the Term of this Agreement. In such capacity, TPS will timely submit to CAISO information provided by SVCE regarding its Load obligations, and, as soon as practicable, inform SVCE of any and all CAISO directives or instructions affecting such obligations. If such CAISO directives or instructions require a response or other action by SVCE, TPS shall provide notice to SVCE as soon as practicable and shall respond to CAISO directives and instructions in accordance with the Governing Rules.

2.3 Scheduling. As SVCE’s Scheduling Agent, TPS will provide, and SVCE grants TPS the authority to perform, all required and reasonably necessary scheduling services for or related to SVCE’s Resources listed in Exhibit A and Load obligations within the Service Areas, including but not limited to scheduling all Transactions with the appropriate Third Parties, transmission providers, and balancing authorities and, as applicable, scheduling SVCE’s Inter-SC Trades, in each case, in accordance with this Agreement and the Governing Rules. SVCE will provide TPS all information relevant to or required by the Governing Rules in order to satisfy all relevant data and information required for participation in the CAISO markets. If the TPS Customer Portal is available, SVCE will utilize it to communicate desired Energy and Ancillary Services schedules for the DAM and Real-Time FMM scheduling cycles. If the TPS Customer Portal is not available, a TPS developed scheduling spreadsheet template, or other mutually agreed electronic communication, will be submitted by SVCE for the DAM and all Real-Time FMM scheduling cycles. TPS will provide, and SVCE grants TPS the authority to perform, scheduling services for the Resources in the role of SVCE’s Scheduling Agent in accordance with (i) the Governing Rules, (ii) Prudent Industry Practice, and (iii) instructions from SVCE. As part of its Scheduling Agent responsibilities under this Agreement, TPS will submit all Energy and Ancillary Services Bids consistent with the Item 1k
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3 rules and regulations of CAISO and the directions of SVCE. TPS will schedule all output from the Resources consistent with each Resource’s operational and economic parameters as communicated to TPS by SVCE. Such information will be provided to TPS in a mutually agreed upon format and in those time increments, quantities, duration, and terms as required by the Governing Rules.

Each component of SVCE’s Bids (collectively and individually) shall, when provided to TPS, be in a form intended to satisfy the requirements of the Governing Rules. If TPS discovers that SVCE’s Bids conflict with the requirements of the Governing Rules, TPS shall immediately notify SVCE thereof and shall coordinate with SVCE to modify SVCE’s Bids to comply with such requirements. If Bids cannot be modified, then TPS will have the right to reject SVCE’s Bids to remedy any conflict therewith, and shall immediately notify SVCE thereof. SVCE will provide or make available to TPS all Bid information using the format, software, and communication format and specifications, and other technical criteria mutually agreed between the Parties. SVCE will provide TPS with the necessary information at least two (2) hours prior to any applicable deadline specified under the Governing Rules. SVCE may, in lieu of providing specific Bids to TPS, provide TPS specific procedures and operating rules to be used by TPS to generate all or a portion of the Bids. If SVCE does so, then TPS shall generate Bids in accordance with such procedures and operating rules and submit such Bids to the applicable CAISO markets in accordance with the Governing Rules.

2.4 Schedule Changes. Notwithstanding Section 2.3 of the Base Agreement, SVCE may change any information previously provided to TPS, provided any such change is provided to TPS in a mutually agreed upon format by the deadlines specified in Section 2.2 of the Base Agreement. Provided that SVCE provides any such change(s) in accordance with such deadlines, TPS will use commercially reasonable efforts to timely implement any such change(s). If the TPS Customer Portal is available, SVCE will utilize it to communicate information changes to TPS. Otherwise, such changes shall be made to TPS utilizing the TPS developed scheduling spreadsheet template, described in Section

2.2 of the Base Agreement, or through other mutually agreed electronic communication.

In the event that any change timely provided to TPS differs from prior information for the same time period, such subsequent information, upon receipt by TPS, shall supersede the prior information, and TPS will rely upon and implement the most recent information when submitting such information to CAISO for SVCE. TPS shall promptly notify SVCE if it is unable to implement any change(s) provided by SVCE pursuant to this Section 2.4.

2.5 24-Hour Monitoring. For Products delivered from the Resources to CAISO, TPS will administer and monitor sales of such Products to CAISO as SVCE’s Scheduling Agent.

TPS will provide SVCE with access to the CAISO Energy markets (including, without limitation, the Resource Adequacy Capacity bilateral markets) and the Services twenty-four (24) hours per Day, seven (7) Days per week, subject to market availability. TPS will timely communicate with CAISO regarding the Resources and, as soon as practicable, inform SVCE of any and all CAISO directives or instructions affecting the Resources.

2.6 Load Forecasting Services. Except as otherwise provided in this Agreement, TPS will develop or cause to be developed an hourly weather-adjusted forecast of the Energy required to serve SVCE’s Load within the Service Areas for each successive fourteen (14) Day period (the “Load Forecast”); provided that SVCE first supplies TPS (in a mutually agreed upon format) with at least two years, and, if available, up to five years of historic hourly Demand data of the Load within the Service Areas. (a) The Load Forecast will be refreshed on a daily basis using available hourly Demand data, or, in TPS’s discretion, more frequently, and made available to SVCE, through a Item 1k
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4 mutually agreed upon format and data transfer process. The Load Forecast shall represent expected aggregate Energy consumption across all End-Use Customer types at each Load Aggregation Point where SVCE submits hourly Demand Bids within the Service Areas.
(b) TPS will monitor Load Forecast performance, provide ongoing information on Load Forecast error, and make periodic adjustments to the Load Forecast model, including at the reasonable request of SVCE, in an effort to enhance accuracy. (c) TPS will make adjustments to the Load Forecast model as necessary to account for Load migration and/or mass enrollment for new Service Areas. Should the addition of new Service Areas or the makeup of Load additions materially change the character of SVCE’s prior Demand and thus the Load Forecast accuracy, additional and/or distinct models for End-Use Customer classes may be required. Should this occur, TPS and SVCE agree to work in good faith to agree upon necessary changes to the Load Forecast model and negotiate an appropriate adjustment to fees, if any, along with any necessary adjustments to Exhibit A.
(d) SVCE may request, and TPS may agree, to utilize a Third Party vendor to supplement or replace TPS’s Load Forecasting Services, and/or TPS may utilize the services of a Third Party vendor (which is currently anticipated to be TESLA, Inc.) for purposes of providing the Load Forecasting Services described herein. For the avoidance of doubt, SVCE will reimburse TPS for the cost of either such Third Party’s service as a Pass Through Amount.
(e) After the Initial Term, SVCE may opt out of the Load Forecasting Services described above by providing written notice to TPS no later than one hundred eighty (180) Days prior to the expiration of the Initial Term or any Renewal Term (as applicable) (any such opt-out period, the “SVCE Load Forecasting Period”), provided that, for any Renewal Term in which SVCE has opted out of the Load Forecasting Services described above, SVCE may elect for TPS to resume the Load Forecasting Services effective upon the next successive Renewal Term by providing written notice to TPS no later than one hundred eighty (180) Days prior to the expiration of the then-current Renewal Term. During the SVCE Load Forecasting Period, the Load Forecasting Scheduling Agent Services Monthly Fee specified in Section 7.3 of the Base Agreement shall be reduced by .

2.7 Shadow Settlement. Under the SVCE SCID, SVCE will receive all payments from, and make all payments to, CAISO. In order to permit TPS to perform the functions described in this Section 2.7, SVCE (i) authorizes TPS to receive from CAISO historic and Real-Time data collected by CAISO from, or provided to CAISO by SVCE, and (ii) shall share with TPS, or authorizes TPS to request from CAISO, those CAISO Settlement Statements related to the Load SVCE serves in the Service Areas during the Term of this Agreement.

Provided TPS is given access to such Settlement Statements, TPS will use its proprietary data management and calculation engine, proprietary PowerTools Platform®© (“PTP”®), to shadow settle all such Settlement Statements. TPS will analyze discrepancies found between TPS’s internally generated Settlement Statements and CAISO’s Settlement Statements. Upon TPS’s request, SVCE will provide TPS with such data as is reasonably necessary to allow TPS to further investigate any such discrepancies. If, upon receiving TPS’s analysis, SVCE determines to proceed with any dispute related to any such discrepancies, TPS will provide SVCE with the services described in Section 6.2 of the General Terms and Conditions with regard to any such dispute. TPS will also review all additional CAISO Settlement Statements to verify CAISO has made changes requested Item 1k
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5 by TPS on behalf of SVCE to prior Settlement Statements and to verify the accuracy of any additional CAISO charges and credits.

2.8 Support Services. Subject to the second paragraph of this Section 2.8, the Parties acknowledge and agree that TPS will be unable to commence providing the Services contemplated by this Agreement until all necessary registrations, acknowledgements, agreements and other documentation (“Documentation”) have been provided to and approved by CAISO to enable TPS to commence providing the Services. The period of time from the Effective Date of this Agreement until the Commencement Date is defined as the “Support Services Period”. During the Support Services Period, SVCE and TPS shall each work diligently to ensure that all necessary Documentation is completed and necessary CAISO approvals are obtained expeditiously. Each Party shall notify the other Party of the completion of all necessary Documentation and approvals as soon as reasonably practicable. TPS shall provide to SVCE the services necessary to ensure the commencement of the Services, as such services are described in Exhibit C hereto (the “Support Services”).

Notwithstanding the foregoing, the Parties acknowledge and agree that the Support Services were completed under the Original Agreement and under that certain Scheduling Coordinator Agreement entered into between the Parties on March 13, 2024, and all Services have commenced. For the avoidance of doubt, this Section 2.8 shall govern Support Services provided to any Resource, Load or Service Area that SVCE may seek to add to Exhibit A after the Effective Date, in accordance with Section 7.1 of the Base Agreement.

2.9 Outage Reporting. TPS will provide Outage scheduling services to SVCE, which will consist solely of relaying to CAISO, in such electronic data transmission format as is authorized by CAISO for the transmission of Outage information, all information furnished to TPS by SVCE concerning the Resources’ Outages and relaying to SVCE in a timely manner all electronic data received from CAISO concerning Outages at the Resources.

TPS will transmit each Resource’s Outage data to CAISO within time periods specified for the transmission of such data under the CAISO Agreements, provided that SVCE shall be responsible for furnishing such data required by the CAISO Agreements to TPS in sufficient time to permit TPS to comply with applicable requirements of the CAISO Agreements. If an Internet-based system is available, SVCE will utilize it to communicate Outage information. Otherwise, SVCE shall provide the information to TPS in a template provided by TPS, or through other mutually agreed electronic communication.

2.10 Digital Certificates for CAISO System Access. To the extent SVCE is obligated pursuant to this Agreement or otherwise desires to access CAISO’s secure communications systems, SVCE shall be responsible for acquiring and maintaining, at SVCE’s sole effort and expense, the necessary digital certificates from CAISO (“Digital Certificate”). TPS shall have no liability or obligation hereunder with regard to any Digital Certificate assigned to SVCE, and TPS shall have no liability resulting from the use of, or any inability of SVCE to access, either in whole or part, any CAISO system with such Digital Certificate.

3. CONGESTION REVENUE RIGHTS PORTFOLIO MANAGEMENT
Utilizing the SVCE CRR account and SVCE SCID, TPS will manage the annual and monthly CRR processes on behalf of SVCE in accordance with the attached Exhibit D.

SVCE will meet any CAISO-imposed collateral requirements for the SVCE CRR account, including any continuing requirements for collateral arising from CRRs held in the SVCE CRR account, and SVCE shall directly exchange payments with CAISO for all Settlement Statements pertaining to the SVCE CRR account.

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6 4. WAPA BASE RESOURCE SCHEDULING SERVICES
For the Resources listed in Section C of Exhibit A, the Parties agree that TPS shall perform the WAPA Base Resource Scheduling Services as described in Exhibit E hereto (the “WAPA Base Resource Scheduling Services”).

5. OPTIMIZATION SERVICES

5.1 Solar Optimization Services. TPS will seek opportunities to optimize the Solar Resources identified in Section A of Exhibit A, in CAISO’s DAM and RTM consistent with SVCE’s instructions. In connection with the Solar Resources, TPS shall use Prudent Industry Practice and its proprietary analysis with the objective of maximizing the economic value of the Products to SVCE. These activities shall be referred to as “Solar Optimization Services”.

5.2 Battery Optimization Services. With respect to the Storage Resources identified in Section A of Exhibit A, TPS shall utilize an optimization algorithm with the objective of maximizing the Storage Resources’ net revenue consistent with the Governing Rules utilizing any or all of the following (the “Storage Optimization Engine”):
a) Ancillary Services;
b) Energy expected to be generated from the paired Solar Resource or sold into the DAM; provided, however, that SVCE shall instruct TPS as to whether the same is operationally and contractually permitted by the PPA;
c) Energy generated from the paired Solar Resource or procured from or sold into the RTM; provided, however, that SVCE shall instruct TPS as to whether the same is operationally and contractually permitted by the PPA; and d) Other future products and services not currently contemplated under this Agreement as mutually agreed upon between the Parties.

TPS will, with the prior approval of SVCE, utilize the Storage Optimization Engine to Bid the Storage Resources into the markets operated by CAISO, including, but not limited to, the DAM and RTM. TPS will work with SVCE to understand and observe any operational, physical and financial constraints on the dispatch of the Storage Resources, and SVCE shall instruct TPS as to any contractual constraints on the dispatch of the Storage Resources (which instructions TPS may rely upon), in each case, which TPS will integrate into the Storage Optimization Engine. Among other things, the Storage Optimization Engine will be operated with the objective of achieving revenue maximization for the Storage Resources consistent with the Governing Rules and PPA contractual requirements (provided, however, that, with regard to PPA contractual requirements, TPS shall rely exclusively on SVCE’s instructions), while respecting the physical constraints of the Storage Resources and any risk, financial, and/or degradation concerns as communicated to TPS by SVCE. For the avoidance of doubt, the Parties understand and agree that TPS shall not be required to purchase any Product from the CAISO markets or any other Third Party for the purpose of charging the Storage Resources. These activities shall be referred to as “Battery Optimization Services”.

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7 6. OPERATIONAL SERVICES

6.1 Schedule of Costs. The expectation is that the Resources will be economically Bid into the CAISO market. SVCE will provide in writing to TPS information and instructions setting forth the Bids for each Resource. If applicable, SVCE will also provide TPS information and instructions on Ancillary Services Bids with respect to each Resource. SVCE will notify TPS in writing via the TPS provided template of any revisions to the operational and economic parameters for the Bids. Any revision will only apply to Transactions entered into or agreed upon hereunder after receipt of such revisions by TPS.

6.2 Dispatch Instructions. The Parties acknowledge that from time to time, CAISO or a Governmental Authority may issue instructions or orders to TPS affecting or requiring specific actions with respect to operation of the Resources (collectively, “CAISO Dispatch Instructions”). Where CAISO issues verbal CAISO Dispatch Instructions or other non-Automated Dispatch System (“ADS”) Dispatch Instructions to TPS requiring changes in the dispatch or operation of a Resource, TPS shall, upon its receipt of such CAISO Dispatch Instructions, instruct the Resources to (i) with regard to the Storage Resources, discharge, charge, make available, or provide Energy (or any other applicable Product) or to cease discharging, charging, or providing Energy (or any other applicable Product), or (ii) with regard to the Solar Resources, generate, make available, or provide Energy (or any other Product), or to cease generating or providing Energy (or any other Product), in each case, as mandated by such verbal or non-ADS CAISO Dispatch Instructions. Based on the CAISO Dispatch Instructions, TPS shall communicate to SVCE the quantities of Energy (or any other Product) to (x) with regard to the Storage Resources, discharge, charge, or provide or cease discharging, charging, or providing, or (y) with regard to the Solar Resources, generate or provide, or to cease generating or providing, and the time period during which such instructions are to be followed, and SVCE shall cause the Resources to promptly comply with such instructions consistent with the operational limitations of the Resources, as appropriate; provided that, if in the sole and reasonable judgment of SVCE, such compliance would create a threat to safety, risk of bodily harm or damage to equipment, or is not otherwise in compliance with the CAISO Agreements, SVCE will notify TPS immediately of the reason for non-compliance and TPS will communicate such reason to CAISO in accordance with the CAISO Agreements. TPS shall not be liable to SVCE for any damages, charges, fees or penalties resulting from compliance or non-compliance with any CAISO Dispatch Instruction except to the extent any non-compliance is directly attributable to TPS’s (i) breach of this Agreement, (ii) failure to comply with such CAISO Dispatch Instruction, (iii) failure to timely provide notice of such CAISO Dispatch Instruction to SVCE, or (iv) incorrect communication to SVCE of the details of such CAISO Dispatch Instruction; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

7. PAYMENTS

7.1 Set-Up Fee. The Parties acknowledge and agree that TPS invoiced SVCE a one-time fee for establishing and configuring the telemetry and other communication equipment and software linking the Resources and Load within the Service Areas to TPS (and to CAISO where applicable) and for providing the Support Services described in Exhibit C (“Set-Up Fee”) under the Original Agreement and under that certain Scheduling Coordinator Agreement entered into between the Parties on March 13, 2024, and that such Set-Up Fee has been paid by SVCE pursuant to the Original Agreement and such Scheduling Coordinator Agreement. No additional Set-Up Fee shall be due from SVCE with regard to the Resources, Load and Service Areas services hereunder as of the Effective Date.

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8 Agreement after the Effective Date shall be subject to TPS’s approval, and an additional Set-Up Fee in accordance with Exhibit A, which shall be reflected in an amendment to this Agreement.

7.2 WAPA Base Resource Scheduling Services Fee. For performance of the WAPA Base Resource Scheduling Services described under Section 4 of the Base Agreement, SVCE shall pay TPS a Monthly fee equal to the sum of the rates set forth in Section C of Exhibit A hereto (“WAPA Base Resource Scheduling Services Fee”) in arrears and prorated for any partial Month of Service. The Parties acknowledge and agree that the Fixed Monthly Fee began on, and has been adjusted by the Escalator since, the Month in which the WAPA Base Resource Scheduling Services began under the WAPA Base Resource Scheduling Letter Agreement and shall continue throughout the Term; provided that the WAPA Base Resource Scheduling Services Fee shall continue to increase by the Escalator on the first (1st) Day of the Month of each anniversary of the Commencement Date.

7.3 Load Forecasting and Resource Scheduling Agent Services Monthly Fee. (a) Load Forecasting Scheduling Agent Services Monthly Fee. For performance of the Load Forecasting and Scheduling Agent Services described herein, SVCE shall pay TPS a Monthly fee equal to (“Load Forecasting
Scheduling Agent Services Monthly Fee”) in arrears and prorated for any partial Month of Service. The Parties acknowledge and agree that the Fixed Monthly Fee began on, has been adjusted by the Escalator since, the Original Commencement Date, as set forth in the Original Agreement, and shall continue throughout the Term, subject to the reduction for each SVCE Load
Forecasting Period as further described in Section 2.6(e) of the Base Agreement; provided that the Load Forecasting Scheduling Agent Services Monthly Fee shall continue to increase by the Escalator on the first (1st) Day of the Month of each anniversary of the Original Commencement Date.
(b) Resource Scheduling Agent Services Monthly Fee. For performance of the Resource Scheduling Agent Services described herein, SVCE shall pay TPS a Monthly fee equal to the rates set forth for each Resource in Exhibit A (“Resource Scheduling Agent Services Monthly Fee”) in arrears and prorated for any partial Month of Service, having begun on, and having been adjusted by the Escalator since, the Original Commencement Date, as set forth in the Original Agreement, and continuing through the Term; provided that the Resource Scheduling Agent Services Monthly Fee shall continue to increase by the Escalator on the first (1st) Day of the Month of each anniversary of the Original Commencement Date.

7.4 CRR Monthly Service Fee. For performance of the CRR Portfolio Management Services described herein, SVCE shall pay TPS a Monthly fee equal to (“CRR Monthly Service Fee”), having begun on, and having been adjusted by the Escalator since, the Month in which the CRR Portfolio Management Services began under the Original Agreement and continuing throughout the Term; provided that the CRR Monthly Service Fee shall continue to increase by the Escalator on the first (1st) Day of the Month of each anniversary of the Original Commencement Date.

7.5 Optimization Fee. For performance of the Solar Optimization Services and the Battery Optimization Services, SVCE shall pay TPS a fee equal to per Resource each Month (“Optimization Fixed Monthly
Fee”) in arrears and prorated for any partial Month of service, beginning on the Effective Date and continuing throughout the Term; provided that the Optimization Fixed Monthly Item 1k
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9 Fee shall increase by the Escalator on the first (1st) Day of the Month of each anniversary of the Commencement Date. Any Resource requested by Customer for addition to Section A of Exhibit A after the Effective Date shall be subject to an increase in the Optimization Fee negotiated between the Parties and memorialized in an amendment hereto.

7.6 Pass Through Amounts and Reimbursements. Except when specified otherwise under this Agreement, SVCE shall pay TPS all Pass Through Amounts incurred by TPS; provided that, notwithstanding anything to the contrary, no amounts shall be recovered twice pursuant to this Agreement.

7.7 Fees for Other Products or Services. The Parties agree to negotiate in good faith an amendment to this Agreement to include appropriate fees for services other than the Services set forth herein.

8. TERM

8.1 All Services and the obligation to pay fees under this Agreement shall be effective as of the Commencement Date unless provided otherwise in this Agreement. This Agreement shall have a primary term beginning on the Commencement Date and expiring at 11:59:59 p.m. PPT on December 31, 2026 (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall then automatically renew and extend for successive one (1) year terms (each a “Renewal Term”) unless either Party provides written notice of non-renewal to the other Party no later than one hundred eighty (180) Days prior to the expiration of the Initial Term or any Renewal Term (as applicable).

8.2 Transition of Services.
(i) If an Event of Default or Force Majeure occurs and is continuing with respect to TPS, TPS shall cooperate in good faith with SVCE and promptly execute all documents and take all other reasonable steps requested by SVCE that may be required or reasonably necessary to transition the Services from TPS to SVCE’s designee. Without limiting the generality of the foregoing, TPS hereby agrees that SVCE has the power and right, without notice to or assent by TPS, upon the occurrence and during the continuation of any Event of Default or Force Majeure (or any other event that pursuant to the express provisions hereof allows SVCE to replace TPS as SVCE’s provider of the Services), to execute all documents and take all other reasonable steps which may be required or reasonably necessary to transition the Services from TPS to SVCE’s designee. TPS agrees that any request by SVCE that TPS take any action pursuant to this Section 8.2, and any action taken by SVCE pursuant to this Section 8.2, shall not constitute a breach of any obligation in this Agreement that TPS be the exclusive provider of any Services. Subject to Sections 11 and 13 of the General Terms and Conditions, to the extent an Event of Default or Force Majeure with respect to TPS ceases to exist and this Agreement has not been terminated, then the Parties will work together in good faith to promptly transition the Services from Customer’s designee back to TPS. This Section 8.2 shall survive the expiration or earlier termination of this Agreement.
(ii) If TPS ceases to be provider of the Services due to the expiration or earlier termination of this Agreement or any other reason, or if TPS is performing the Services solely pursuant to the application of Section 8.3 of the Base Agreement, TPS shall cooperate with SVCE’s requests to transition the Services hereunder (including executing any consents or documents and taking all other steps as may Item 1k
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10 be required under the CAISO Agreements or as SVCE may otherwise reasonably request to remove TPS as SVCE’s provider of the Services), and SVCE shall be responsible for notifying CAISO, the CPUC, and any Third Parties, as applicable, involved or relating to this Agreement, of the removal of TPS as SVCE’s provider of the Services. In the event that, after the expiration or earlier termination of this Agreement, TPS receives statements or invoices from CAISO or other Third Parties related to SVCE or pertaining to the Resources, Load or any Transactions, TPS shall pass through charges reflected in those statements or invoices to SVCE and SVCE shall be responsible for payment. This Section 8.2 shall survive termination of this Agreement.

8.3 Notwithstanding anything to the contrary in any provision of this Agreement, but without limiting the Parties’ obligations under Section 8.2 of the Base Agreement, if, on the date this Agreement would expire or otherwise terminate, CAISO’s system still recognizes TPS as SVCE’s Scheduling Agent, then the Term of this Agreement shall be deemed to continue (and the terms of this Agreement shall survive) until the date that CAISO confirms in its system that TPS is no longer SVCE’s Scheduling Agent.

8.4 Termination for Performance. If at any time a Party believes the performance of the other Party under this Agreement is deficient, such Party has the right to provide the other Party with written notice of the performance deficiency, along with a description of the performance deficiency (“Notifying Party”). Upon receipt of such notice of performance deficiency, the Party receiving notice (“Notified Party”) shall have thirty (30) Days to correct such performance deficiency and within seven (7) Days from receipt of the notice to provide a written description to the Notifying Party of the remedial actions taken or to be taken to restore or improve the quality of performance, including by addressing the areas of performance identified in the notice. If the Notified Party fails within such thirty (30) Days to restore the quality of performance to a level deemed satisfactory to the Notifying Party in such Party’s reasonable discretion, such Party shall have the right, following expiration of the thirty (30) Day remediation period, to terminate this Agreement by providing thirty (30) Days’ written notice to the Notified Party and designating a termination date (“Termination for Performance”). Within thirty (30) Days following the effective date of any such Termination for Performance, each Party will pay to the other Party the sum of all amounts that are owed for activity performed prior to such effective date, but no additional termination fee will be owed. For the avoidance of doubt, (a) the rate or amount of fees for Services payable under Section 7 of the Base Agreement or (b) the experience of lower than desired revenues received by SVCE for sales of Products where such lower revenues result from general market conditions, rather than caused by the performance of a Party, shall not be grounds for invoking a Termination for Performance. The obligations in this Section shall survive the expiration or earlier termination of this Agreement.

8.5 For the avoidance of doubt, from and after the Effective Date and for the duration of the Term, no Party shall have any right to terminate this Agreement early or otherwise exercise a non-renewal of this Agreement except to the extent expressly permitted under the terms of this Agreement or as otherwise mutually agreed by the Parties in writing.

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Execution Version
WITNESS that the Parties have executed this Agreement effective as of the Effective

SILICON VALLEY CLEAN ENERGY
By:

Name: Monica Padilla
Title: CEO

APPROVED AS TO FORM
By
Name: Michael Callahan
Title: General Counsel
TENASKA POWER SERVICES CO.

Name: Kevin R. Smith
Title: President
11 Execution Version
12 GENERAL TERMS AND CONDITIONS
SECTION 1

DEFINITIONS
As used in this Agreement and any amendments hereto, and in addition to other terms elsewhere defined in this Agreement, each of the following terms shall have the indicated meanings; provided, however, capitalized terms not otherwise defined herein shall have the same meanings defined in the Governing Rules.
“Affected Party” shall have the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Affiliate” shall mean, with respect to any Person, (i) any other Person, directly or indirectly, controlling, controlled by, or under common control with such Person, or (ii) any other Person under the joint control, directly or indirectly, of such Person. As used in this definition, the term “control” and similar terms shall mean the ownership of more than fifty percent (50%) of the voting securities of such Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, through ownership of voting securities, by contract or otherwise.
“Agreement” shall have the meaning assigned to such term in the preamble of this Agreement. “Ancillary Services” shall have the meaning given that term in the CAISO Agreements. “Applicable Laws” shall mean any act, statute, law, regulation, permit, license, ordinance, rule, judgment, order, decree, directive, guideline, or policy (to the extent mandatory) or any similar form of decision or determination by, or any interpretation or administration of, any of the foregoing by any Governmental Authority with jurisdiction over the Load within the Service Areas, TPS, SVCE, or the Services to be performed under this Agreement. “Assessments” shall have the meaning set forth in Section 8.3 of the General Terms and Conditions.
“Automated Dispatch System” or “ADS” has the meaning given that term in the CAISO Agreements.
“Battery Optimization Services” shall have the meaning set forth in Section 5.2 of the Base Agreement.
“Bid” shall have the meaning given that term in the CAISO Agreements. “Business Day” shall mean any Day other than a Saturday, Sunday, or Day on which Federal Reserve member banks in New York are closed for business. “Business Hours” shall mean the consecutive hours from 8:00 a.m. to 5:00 p.m. Central Prevailing Time on Business Days.
“CAISO” shall mean the California Independent System Operator Corporation or any successor thereto.
“CAISO Agreements” shall mean CAISO Tariff, CAISO Business Practice Manuals and any other applicable CAISO bylaws, procedures, rules, manuals or documents, or any successor, superseding or amended versions thereof that may take effect from time to time.

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13 “CAISO Balancing Authority Area” shall have the meaning given that term in the CAISO Agreements.
“CAISO Business Practice Manuals” shall mean the Business Practice Manuals published by CAISO, as amended, restated, supplemented, or otherwise modified from time to time. “CAISO Dispatch Instructions” shall have the meaning given that term in Section 6.2 of the Base Agreement.
“CAISO Tariff” shall mean the California Independent System Operator Corporation Fifth Replacement FERC Electric Tariff, effective April 1, 2022, as amended from time to time, including any schedules, appendices or exhibits attached thereto or any replacement CAISO Tariff, as amended from time to time.
“Capacity” shall mean any capacity used to meet reliability requirements or the ability to generate and provide or deliver a Product, and includes the meaning defined in the Governing Rules. “Claiming Party” shall mean the Party claiming inability to perform contract obligations by reason of a Force Majeure event under Section 13.1 of the General Terms and Conditions. “Commencement Date” shall mean the Effective Date of this Agreement. “Central Prevailing Time” or “CPT” shall mean standard time or daylight saving time, as applicable to the central time zone of the United States. “Confidential Information” shall have the meaning given that term in Section 14.1(a) of the General Terms and Conditions.
“Congestion Revenue Rights” or “CRR” shall have the meaning given that term in the CAISO Agreements.
“CPUC” shall mean the California Public Utilities Commission (or any successor thereto that regulates public utilities in California).
“Credit Exposure” shall mean the net amount one Party would owe the other Party if all Transactions and Services between the Parties under this Agreement were closed out and terminated, and all obligations under this Agreement were accelerated and netted against amounts the other Party would owe such Party on the date of credit calculation to derive the amount of credit exposure faced by one Party to the other Party or a Third Party. This calculation will include amounts owed for delivered Services whether billed or unbilled, under this Agreement. “Credit Support” shall mean cash, pre-payments, letters of credit, and, if acceptable to the requesting Party, may include guarantees or other reasonable forms of security. “CRR Auction” shall have the meaning given that term in the CAISO Agreements. “CRR Monthly Service Fee” shall have the meaning given that term in Section 7.4 of the Base Agreement.
“CRR Portfolio Management Services” shall mean those Services described in Section 3.1 of the Base Agreement.
“Damages Cap” shall have the meaning given that term in Section 10.2 of the General Terms Item 1k
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14 and Conditions.
“Daily Schedule” has the meaning given that term in Section 3.2 of the General Terms and Conditions.
“Day” shall mean a calendar day.
“Day-Ahead” has the meaning given that term in the CAISO Agreements. “Day-Ahead Market” or “DAM” has the meaning given that term in the CAISO Agreements. “Defaulting Party” shall have the meaning given that term in Section 11.2 of the General Terms and Conditions.
“Delivery Point” shall mean the physical point(s) where SVCE delivers Products, which in a typical Transaction shall be the point(s) at which the electric interconnection facilities utilized to meter and financially settle the delivery of Products from the Resources, meet with the high voltage side of the physical interconnection between the Resources and the applicable transmission service provider. For a specific Transaction, the Parties may agree to any Delivery Point that is a defined point at which financial settlement may occur within the CAISO region. “Demand” shall have the meaning given that term in the CAISO Agreements. “Demand Bid” shall have the meaning given that term in the CAISO Agreements. “Digital Certificate” shall have the meaning given that term in Section 2.10 of the Base Agreement.
“Displacement Program” shall mean the program that allows WAPA direct connect customers to receive part of the WAPA Base Resource, first preference customers, or project-use load that would otherwise be imported into CAISO or the CAISO Balancing Authority Area by non-direct connect customers. In return, the Energy that the direct connect customers would otherwise export from CAISO is left in the CAISO Balancing Authority Area and scheduled as a resource for the non-direct connect customers.
“Documentation” shall have the meaning set forth in Section 2.8 of the Base Agreement. “Due Date” shall mean the tenth (10th) Day after SVCE’s receipt of TPS’s invoice; provided, however, if such Day is not a Business Day, the next Business Day. “Effective Date” shall have the meaning given in the Preamble of the Agreement. “End-Use Customer” shall have the meaning given that term in the CAISO Agreements. “Energy” shall have the meaning given the term in the CAISO Agreements. “Energy Imbalance Market” or “EIM” has the meaning given the term in the CAISO Agreements. “Escalator” shall, except to the extent expressly stated otherwise in this Agreement, equal the greater of (i) the percentage change in the Consumer Price Index for Urban Areas or “CPI-U” published by the U.S. Department of Labor and applicable for the twelve (12) consecutive Months ending prior to the first Day of the Month in which the Original Commencement Date occurs each year during the Term, from the annual average CPI-U prevailing for the prior twelve (12) consecutive Month period, or (ii) two percent (2.0%).

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15 “Event of Default” shall have the meaning set forth in Section 11.1 of the General Terms and Conditions.
“FERC” shall mean the Federal Energy Regulatory Commission or any successor thereto. “Fifteen-Minute Market” or “FMM” has the meaning as defined in the CAISO Agreements. “Force Majeure” shall have the meaning set forth in Section 13.1 of the General Terms and Conditions.
“Governing Rules” shall mean all applicable CAISO Agreements and any applicable rules and/or directives of CAISO, the CPUC, NERC, FERC or any successor thereto, as the same may be amended from time to time.
“Governmental Authority” shall mean any federal, state or local government, court of competent jurisdiction, administrative agency or commission or other governmental or regulatory instrumentality, agency, authority or authorized arbitral body thereof, including without limitation, CAISO, FERC, the CPUC and the NERC.
“Imaged Agreement” shall have the meaning set forth in Section 16.12 of the General Terms and Conditions.
“Initial Term” shall have the meaning set forth in Section 8.1 of the Base Agreement. “Interest Rate” shall mean, for any date, the lesser of (i) the per annum rate of interest equal to the “Prime Rate” as may from time to time be published in The Wall Street Journal under “Money Rates” on such Day (or if not published on such Day, on the most recent preceding Day on which published), plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law. “Inter-SC Trade” or “IST” shall have the meaning given that term in the CAISO Agreements. “Load” shall have the meaning given that term in the CAISO Agreements. “Load Aggregation Point” shall have the meaning given that term in the CAISO Agreements. “Load Forecast” shall have the meaning set forth in Section 2.6 if the Base Agreement. “Load Forecasting and Scheduling Agent Services” shall mean those Services described in Sections 2.2 through 2.7 of the Base Agreement.
“Load Forecasting Scheduling Agent Services Monthly Fee” shall have the meaning given that term in Section 7.3(a) of the Base Agreement.
“Material Adverse Change” shall mean, with respect to a Party, the occurrence of one or more events which, in the commercially reasonable judgement of the other Party, constitutes a material adverse change in the creditworthiness, financial liquidity, access to capital, financial responsibility or ability of the Party to perform their obligations under this Agreement. “Month” shall mean a calendar month.
“Monthly CRR Eligible Quantity” or “MEQ” shall have the meaning given that term in the CAISO Agreements.

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16 “NERC” shall mean the North American Electric Reliability Corporation or any successor thereto. “NERC E-Tag” shall mean a request submitted in electronic format to the appropriate control area or transmission provider, containing required identifying information for a given schedule to transfer Energy, in order for the control area or transmission provider to schedule the transfer of Energy involved in such schedule to transfer Energy.
“Non-Defaulting Party” shall have the meaning set forth in Section 11.2 of the General Terms and Conditions.
“Non-Impaired Party” shall have the meaning set forth in Section 13.4 of the General Terms and Conditions.
“Notified Party” shall have the meaning set forth in Section 8.4 of the Base Agreement. “Notifying Party” shall have the meaning set forth in Section 8.4 of the Base Agreement. “Operating Day” shall have the meaning given the term in the CAISO Agreements. “Optimization Fixed Monthly Fee” shall have the meaning set forth in Section 7.5 of the Base Agreement.
“Optimization Letter Agreement” has the meaning set forth in the Recitals. “Original Agreement” has the meaning set forth in the Recitals. “Original Commencement Date” has the meaning set forth in the Recitals. “Outage” shall have the meaning given the term in the CAISO Agreements and shall also include any Forced Outage, Approved Maintenance Outage, Maintenance Outage (as each such term is defined in the CAISO Agreements), or decrease in capacity or output at the Resource, whether or not caused by an event of Force Majeure, resulting in interruption, curtailment, reduction, or cessation of the production or provision of Products from the Resource. “Pacific Prevailing Time” or “PPT” shall mean the standard time or daylight savings time, as applicable to the Pacific time zone of the United States. “Party” or “Parties” shall have the meaning set forth in the Recitals. “Pass Through Amounts” shall mean, without duplication, all actual, direct Third Party costs incurred by TPS; all charges assessed against TPS by CAISO or any other Governmental Authority and payable by TPS; all credits received by TPS from CAISO; and, to the extent expressly stated to be a Pass Through Amount herein, amounts payable to any other Third Party; provided, in each case, that such costs and charges are directly allocable to TPS’s performance of the Services in accordance with the terms of this Agreement and are directly allocable to Services performed for the Resources and Load, excluding TPS’s cost of (i) providing any Credit Support to SVCE; (ii) any credit support provided to CAISO; (iii) doing business in CAISO generally; or (iv) doing business generally. Except with respect to Pass Through Amounts related to CAISO, transmission costs, any charges assessed or imposed by any Governmental Authority, and any Pass Through Amounts expressly authorized herein, TPS shall use commercially reasonable means to obtain the prior approval of SVCE before incurring any other Third Party costs or charges that are to be passed through to SVCE as Pass Through Amounts.

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17 “Permit” shall mean, unless otherwise provided in this Agreement, any approval, waiver, exemption, variance, franchise, permit, authorization, license, or similar order of or from any federal, state, county, municipal, or other governmental body, instrumentality, agency, authority, or court having jurisdiction over the matter in question. “Permitted Force Majeure Termination” shall have the meaning set forth in Section 13.4 of the General Terms and Conditions.
“Permitted Termination” shall have the meaning set forth in Section 8.5 of the General Terms and Conditions.
“Person” shall mean an individual, corporation, voluntary association, joint stock company, business trust, partnership, limited liability company, municipality (including any municipal electric board, cooperative, power utility, agency, or subdivision), rural electric cooperative, or other entity. “Pledgor” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions. “PowerTools Platform®©” or PTP®©” shall have the meaning as set forth in Section 2.7 of the Base Agreement.
“PPA(s)” shall have the meaning given that term in the Recitals. “Pricing Node” or “PNode” shall have the meaning as defined in the CAISO Agreements. “Prior Agreements” has the meaning set forth in the Recitals. “Proceedings” shall have the meaning given that term in Section 16.3 of the General Terms and Conditions.
“Product(s)” shall mean Capacity, Energy, and Ancillary Services associated with the Resources and Load within the Services Areas identified in Exhibit A that is scheduled in the CAISO markets under this Agreement.
“Prudent Industry Practice” shall mean, in respect of the performance under this Agreement, the practices, methods, techniques, standards and acts that, at the time of the performance under this Agreement, are then engaged in or approved by a significant portion of the independent power industry and that, in the exercise of reasonable judgment in light of the facts known at the time of performance, would have reasonably been expected to accomplish the desired results. Prudent Industry Practice is not intended to be limited to the optimum practices, methods, techniques, standards and acts to the exclusion of all others, but rather reflect the range of the practices, methods, techniques, standards and acts then generally accepted in the CAISO market, having due regard for, among other things, contractual obligations, Applicable Laws, Permits, and the Governing Rules.
“Real-Time” has the meaning as defined in the CAISO Agreements. “Real-Time Market” or “RTM” hall have the meaning as defined in the CAISO Agreements. “Recording” shall have the meaning as set forth in Section 16.10 of the General Terms and Conditions.
“Renewal Term” shall have the meaning set forth in Section 8.1 of the Base Agreement.

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18 “Representatives” shall mean each Party’s respective directors, officers, and employees, including, without limitation, attorneys, accountants, partners, and consultants. “Resources” shall have the meaning as set forth in the Recitals. "Resource Scheduling Agent Services Monthly Fee” shall have the meaning given that term in Section 7.3(b) of the Base Agreement.
“Responsible Party” shall have the meaning given that term in Section 8.3 of the General Terms and Conditions.
“Resource Adequacy Capacity” or “RA” means Resource Adequacy Capacity as further defined in the CAISO Agreements or by the CPUC. Resource Adequacy Capacity may have system, local and/or flexible attributes as determined by the CPUC and CAISO and as specified by SVCE. “Samba DP” shall mean the entity that manages the Displacement Program for WAPA via submission of proposed and allocated schedule amounts.
“Service Area” shall have the meaning given that term in the CAISO Agreements, and, for purpose of this Agreement, shall mean those Service Areas identified in Exhibit A hereto. “Scheduling Agent” shall have the meaning given that term in the CAISO Agreements. “Scheduling Coordinator” shall have the meaning given that term in the CAISO Agreements. “Scheduling Coordinator ID Code” shall have the meaning given that term in the CAISO Agreements.
“SCID” shall mean, for purposes of this Agreement, the Scheduling Coordinator ID Code assigned to SVCE by CAISO.
“Seasonal CRR Eligible Quantity” shall have the meaning given that term in the CAISO Agreements.
“Secured Party” shall have the meaning set forth in Section 7.6(a) of the General Terms and Conditions.
"Service Fees” shall mean, with respect to a Month, the Load Forecasting Scheduling Agent Services Monthly Fee, the WAPA Base Resource Scheduling Services Fee, and the CRR Monthly Service Fee.
“Services” shall mean, collectively, the Load Forecasting and Scheduling Agent Services, the CRR Portfolio Management Services, Outage Reporting, Support Services, Solar Optimization Services, Battery Optimization Services, and any other services that TPS and SVCE have expressly agreed to under this Agreement.
“Settlement Process” shall have the meaning set forth in Section 7.7 of the General Terms and Conditions.
“Settlement Statement” shall have the meaning as defined in the CAISO Agreements. “Set-Up Fee” shall have the meaning set forth in Section 7.1 of the Base Agreement. “Shaping” shall have the meaning set forth in Exhibit E hereto.

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19 “Solar Optimization Services” shall have the meaning set forth in Section 5.1 of the Base Agreement.
“Solar Resources” shall have the meaning set forth in the recitals of this Agreement. “Storage Optimization Engine” shall have the meaning set forth in Section 5.2 of the Base Agreement.
“Storage Resources” shall have the meaning set forth in the recitals of this Agreement. “Support Services” shall have the meaning set forth in Section 2.8 of the Base Agreement. “Support Services Period” shall have the meaning set forth in Section 2.8 of the Base Agreement.
“SVCE” shall have the meaning set forth in the preamble of the Agreement. “SVCE Load Forecasting Period” shall have the meaning set forth in Section 2.6(e) of the Base Agreement.
“Term” shall mean the period commencing on the Effective Date through and including the expiration of the Initial Term and any Renewal Term, as applicable, subject in all cases to any early termination of the Agreement as permitted herein and subject to Section 8.3 of the Base Agreement.
“Termination for Performance” shall have the meaning set forth in Section 8.4 of the Base Agreement.
“Third Party” shall mean any Person other than SVCE or TPS. “Tier LT” shall have the meaning as defined in the CAISO Agreements. “TPS Customer Portal” means the internet site designated by TPS which provides access to public and SVCE-specific information and a means to transmit certain information from SVCE to TPS.
“Transaction” shall mean a particular transaction relating to the scheduling, delivery, sale, and/or purchase of a Product, as applicable.
“WAPA” shall mean the Western Area Power Administration. “WAPA Base Resource” shall mean the power that WAPA markets from its federal hydroelectric projects. This power includes both capacity and Energy but does not include transmission services. The WAPA Base Resource is typically allocated to WAPA’s long-term firm power customers under specific marketing plans.
“WAPA Base Resource Scheduling Letter Agreement” has the meaning set forth in the Recitals.
“WAPA Base Resource Scheduling Services” shall have the meaning set forth in Section 4 of the Base Agreement.

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20 “WAPA Base Resource Scheduling Services Fee” shall have the meaning set forth in Section

7.2 of the Base Agreement.
“WAPA Portal” shall mean the user interface used to access the WAPA Base Resource information.
“WECC” shall mean the Western Electricity Coordinating Council.

The terms defined above have the meanings set forth above for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined. "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. Any agreement, instrument, document, rule or law defined or referred to herein means such agreement, instrument, document, rule or law as from time to time amended, modified or supplemented. References to a Person include its successors and permitted assigns. "Hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to the entire agreement or instrument in which such terms are used and not to any particular Article, Section or other subdivision thereof or attachment thereto. References in an instrument to "Article," "Section" or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section or subdivision of or an attachment to such agreement or instrument. All references to exhibits, appendices, or attachments in this Agreement, or any agreement or instrument that is governed by this Agreement, are to exhibits, appendices or other attachments (however named) attached to this Agreement or such instrument or agreement governed by this Agreement (as applicable).

References to any gender include, unless the context otherwise requires, references to all genders. References to "$" or to "Dollars" or “Cents” shall mean the lawful currency of the United States of America.

SECTION 2

PERFORMANCE OBLIGATIONS

2.1 Reserved.

2.2 TPS as Scheduling Agent.
(a) For the purchase of Products from CAISO to serve SVCE’s Resources and Load within the Service Areas, SVCE’s SCID shall represent SVCE’s Resources, Load and Transactions within the Service Areas, and TPS will not take title to such Products provided by CAISO through SVCE’s SCID to SCVE’s Resources and Load within the Service Areas.
(b) For the avoidance of doubt, TPS, in its role as SVCE’s Scheduling Agent, shall schedule all of SVCE’s Transactions associated with SVCE’s Resources and Load within the Service Areas which require scheduling with CAISO, subject to and in accordance with this Agreement.

2.3 Standard of Performance. TPS will discharge its obligations hereunder in good faith and in a commercially reasonable manner and shall perform the Services in a timely, good, workmanlike manner and in accordance with (i) the Governing Rules and Applicable Law, (ii) Prudent Industry Practice, (iii) instructions from SVCE, and (iv) the terms of this Agreement.

2.4 Exclusivity. For SCVE’s Resources and Load within the Service Areas, subject to the terms and conditions of this Agreement, SVCE grants TPS the exclusive right during the Term to:

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21 (a) act as SVCE’s provider of Services such that,
(i) the Resources and Load within the Service Areas designated in Exhibit A will be solely represented by TPS as Scheduling Agent;
(ii) SVCE will schedule all Products through and with TPS; and (iii) during the Term of this Agreement, SVCE will not schedule Products related to such Load directly with CAISO, or through any other Person except TPS, as long as there is no Force Majeure event or Event of Default that has occurred and is continuing with respect to TPS;
(b) serve as SVCE’s representative, limited to the purpose of representing SVCE as the Scheduling Agent for the Load within the Service Areas in communications with CAISO, as provided under Section 2 of the Base Agreement; and (c) schedule the Products per SVCE’s instruction described in this Agreement.

2.5 Reports. TPS shall provide SVCE with reports showing quantities of Products associated with SVCE’s Resources and Load within the Service Areas, Products scheduled on behalf of SVCE by TPS, and CAISO settlement meter data for such Resources and Load (to the extent applicable and to the extent SVCE provides TPS with access to such settlement meter data).

2.7 Regulatory Reporting. TPS will reasonably assist SVCE in data collection for SVCE’s regulatory reporting obligations upon SVCE’s request. SVCE will be responsible for required state, federal or regional reports applicable to its licenses and business interests.

For clarification, nothing herein shall obligate TPS to prepare or submit any regulatory or governmental reports for SVCE; provided, however, that TPS shall timely provide to SVCE all information in its possession that is reasonably requested by SVCE for SVCE’s regulatory or governmental reports.

SECTION 3

OPERATIONAL ISSUES

3.1 Resource Information. To the extent applicable to the Services, SVCE will provide or cause to be provided to TPS the following information with respect to the Resources:
(a) all CPUC, CAISO and/or EIM registration and system modeling information required for the provision of Services applicable to the Resources, including but not limited to information relating to the CAISO and/or EIM network model, as soon as reasonably practicable after the Effective Date; and (b) all relevant parameters, Real-Time data telemetry point map, Delivery Point(s), and Pricing Node(s), each as applicable to each Resource and as may be required by the Governing Rules, along with any other information about the Resources that SVCE reasonably believes would be helpful for TPS to know or that TPS reasonably requests in connection with the Services provided under this Agreement. TPS will provide assistance to SVCE to identify required information.

SVCE will use good faith efforts to, as soon as practicable, provide TPS with any and all applicable additions or changes to the above information required for the provision of Services. TPS may rely on the most recent information SVCE has supplied to TPS.

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22 Resources may only be added to or removed from this Agreement through a written amendment of this Agreement executed by the Parties.

3.2 Daily Schedule of Sales Commitments and Products Availability. (a) If applicable, two hours prior to the deadline specified in the Governing Rules for Day-Ahead Market submissions on each Day, or sooner if practicable, SVCE will provide or cause to be provided to TPS a written schedule (the “Daily Schedule”) setting forth SVCE’s next Day’s hourly expected quantity of Products available from the Resources based on anticipated operational requirements and the level of SVCE’s participation in the CAISO market. The Daily Schedule will also describe the nature and expected duration of any scheduled or unscheduled limitations of each Resource, or any Resource maintenance requirements, that have not previously been communicated for the Day on which the Daily Schedule is received, or any succeeding Day.

(b) In addition to providing TPS with the Daily Schedule, throughout each Operating Day, SVCE must provide or cause to be provided to TPS updates on SVCE’s ability to sell Products when and if such information changes materially from that information previously communicated to TPS by SVCE. These updates will be provided via a mutually agreed upon template sent electronically or over the phone or such other means as mutually agreed by the Parties. If updates occur over the phone, SVCE will make commercially reasonable efforts to send the template with the updated information as soon as is practicable, and TPS will make commercially reasonable efforts to submit the schedule.

SECTION 4

RESERVED
SECTION 5

EQUIPMENT AND DATA TRANSMISSION

5.1 Data Transmission. As necessary, the Parties agree that SVCE will send or cause to be sent telemetered data directly to CAISO and communicate required telemetered data from and to the Resources and Load within the Service Areas. SVCE shall continually transmit, or cause to be continually transmitted, operational data to TPS on a Real-Time basis as required by the Governing Rules.

5.2 Communication Cost. SVCE shall provide TPS with access to all applicable CAISO communication systems available to SVCE, as necessary for TPS to provide SVCE with Services described in this Agreement or as may be required by the Governing Rules. Prior to incurring any associated Third Party communication costs subject to reimbursement by SVCE, TPS shall provide SVCE with an estimate of and explanation of the need for such costs and obtain SVCE’s approval for such costs, which shall not be unreasonably withheld. For such communication costs, TPS will invoice SVCE for such Pass Through Amounts in accordance with Section 7.1 of the General Terms and Conditions, providing SVCE with supporting details from TPS’s invoices from Third Party communications providers or vendors. Included in communications costs reimbursable by SVCE are any incremental costs applicable to CAISO WAN costs attributable to SVCE that are supported by cost documentation from CAISO.

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23 SECTION 6

SETTLEMENTS AND PASS THROUGH AMOUNTS

6.1 CAISO Settlements. SVCE shall be responsible for directly remitting and receiving Settlement Statements and payments with CAISO for all activities involving the Load within the Service Areas. TPS shall not be responsible to SVCE for errors in meter data supplied by or to CAISO, if applicable, for use in settlement calculations. In the event CAISO requires TPS to pay for settlement charges related to SVCE, TPS shall provide SVCE with documentation of such charges, and SVCE shall reimburse TPS for such amounts TPS has paid to CAISO on behalf of SVCE.

6.2 Reconciliation. Subject to Section 2.7 of the Base Agreement, TPS will use commercially reasonable efforts to reconcile all CAISO Settlement Statements based on the shadow settlements and CAISO charges, costs or payments included in Pass Through Amounts related to SVCE and will alert SVCE to any amounts which are erroneous, extraneous or otherwise do not comport with the Governing Rules or Product associated with the Load within the Service Areas or this Agreement. When TPS provides SVCE with TPS’s analysis of any CAISO Settlement Statement, if SVCE disputes the accuracy of such statement or otherwise wishes to pursue a dispute alerted by TPS, SVCE shall raise the dispute with reasonable notice to TPS prior to any deadline for contesting such Settlement Statement established in the Governing Rules or be deemed to concur in its accuracy. If any such dispute is timely raised by SVCE, TPS will provide SVCE support in formulating such dispute, and SVCE (or upon SVCE’s request, TPS) will file such dispute with CAISO prior to any deadline for contesting such Settlement Statement established in the Governing Rules. TPS will provide SVCE on-going support with respect to any continuing CAISO disputes. Notwithstanding the foregoing, SVCE is under no obligation to utilize any services from TPS with respect to such disputes.

SECTION 7
BILLING; PAYMENT; CREDIT

7.1 Invoices. All Services hereunder will be accounted for consistent with the Governing Rules. The accounting period for Services, Transactions, and settlements will be one (1) Month. TPS’s Monthly invoices will detail the Services and Pass Through Amounts provided or incurred during the applicable billing Month together with any adjustments for prior Months’ Services and Pass Through Amounts, which invoice shall contain such detail and substantiating documentation as SVCE may reasonably request. TPS’s invoice will show the net amounts that each Party owes (or is owed) pursuant to this Agreement. TPS shall invoice Pass Through Amounts and reimbursements in Section 7.6 of the Base Agreement separately from the fees specified in Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of the Base Agreement.

7.2 Payment Date. All payments to either Party, as set forth in TPS’s invoices, shall be made by ACH or wire transfer on or before the Due Date.

7.3 Late Payment. Amounts owed, but not paid on or before the Due Date will be payable with interest at the Interest Rate calculated daily from the Due Date until payment is received.

7.4 Offset. In the event that SVCE and TPS are each required to pay an amount to the other in the same Month pursuant to this Agreement, then such amounts will be aggregated, and the Parties will discharge their obligations to pay through offset. In such an offset, the Item 1k
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24 Party owing the greater aggregate amount will pay to the other Party the net difference between the amounts owed.

7.5 Billing Disputes. In the event SVCE, in good faith, disputes any TPS invoice, SVCE will provide TPS with written notice of the disputed amounts, together with a statement describing the particulars of the dispute, including the calculations with respect to any errors or inaccuracies, and any such amounts (other than Pass Through Amounts) so disputed shall not be required to be paid until resolution of the dispute. TPS agrees to work diligently with SVCE to clarify and/or correct any error or suspected errors on the invoices before the Due Date. Except to the extent that TPS agrees that any Pass Through Amount is not due, the Party owing any amount shall pay all amounts of Pass Through Amounts, even if disputed, set forth in the TPS invoice on or before the Due Date.

If it is subsequently determined that SVCE has overpaid or underpaid amounts actually due, the Parties will make any necessary adjustments within ten (10) Days after determination of any overpayment or underpayment. Subject to Section 7.4 of the General Terms and Conditions, the Party in receipt of any overpayments shall refund such overpayments with interest accrued at the Interest Rate from the date payment was received. The obligations under this Section 7.5 will survive the expiration or earlier termination of this Agreement.

7.6 Credit Support.
(a) Credit Support and Limits. The obligation of each Party (as “Secured Party”) to provide or receive Services hereunder is conditioned upon compliance by the other Party (as “Pledgor”) with Secured Party’s credit policies and requirements. If a Pledgor experiences a Material Adverse Change in creditworthiness, as determined by the Secured Party using commercially reasonable standards of measuring creditworthiness, then such Secured Party may request that the Pledgor provide Credit Support in an amount sufficient to cover such Secured Party’s Credit Exposure. A failure by Pledgor to provide Credit Support pursuant to this Section 7.6(a) within three (3) Business Days of receiving a request hereunder will be an Event of Default pursuant to Section 11.1(a) of the General Terms and Conditions.
(b) Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Credit Support hereunder, Pledgor hereby grants to the Secured Party a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Credit Support, including any such rights and remedies under law then in effect; (ii) draw on any outstanding letter of credit issued for its benefit; and (iii) liquidate all Credit Support then held by or for the benefit of the Secured Party free from any claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s Item 1k
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25 obligations under this Agreement (the Pledgor remaining liable for any remaining amounts owing to the Secured Party after such application, if any), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full.

7.7 Maintenance of Records; Audit.
(a) TPS and SVCE shall each maintain in accordance with Prudent Industry Practice complete, accurate and up-to-date supporting records that are pertinent to the Services and payment obligations hereunder, including all Pass Through Amounts.

TPS shall ensure that such supporting books and records are distinguishable from TPS’s other activities. The Parties shall each retain such books and records for a minimum of four (4) years after the Term, or if longer, the relevant period required by Applicable Law or Governing Rules.
(b) Each Party has the right, at its sole expense and during Business Hours and upon reasonable written notice to the other Party, to examine the records of the other Party as necessary to verify the accuracy of any invoice, charge, or computation made pursuant to this Agreement. If any such examination reveals any inaccuracy in any invoice, the necessary adjustments in such invoice and the payments thereof will be promptly made together with interest at the Interest Rate, if applicable, from the original date of payment; provided that no adjustment for any invoice or payment will be made unless objection to the accuracy thereof was made prior to the lapse of two (2) years from the date that the disputed invoice was delivered This paragraph of this Agreement survives the expiration or earlier termination of this Agreement for a period of four (4) years from the date of such expiration or earlier termination of this Agreement for the purpose of the right to examine records and such invoice and payment objections and corrections.

SECTION 8

GOVERNING RULES

8.1 Governing Rules. Both Parties agree to abide by all Applicable Laws and the Governing Rules. For purposes of determining responsibility and rights of the Parties at any given time, in addition to the terms and conditions of this Agreement, the Applicable Laws and Governing Rules which are in effect at the time of performance or non-performance of an action, subject to the continuation of any grandfathered provisions, will govern with respect to that action. In the event of a direct and irreconcilable conflict between Applicable Laws and the Governing Rules and the terms and conditions set forth in this Agreement, the Applicable Laws and Governing Rules will prevail.

8.2 Compliance Support. TPS shall use commercially reasonable efforts to assist SVCE in any audit of the Load within the Service Areas conducted or initiated by a regional reliability coordinator or NERC, including preparation of responses to NERC or regional reliability coordinator data requests related to NERC standards for which TPS has information useful to SVCE for the demonstration of compliance. In addition to the foregoing, if the regional reliability coordinator requests a NERC audit for a time period during which TPS served as SVCE’s Scheduling Agent for SVCE’s SCID, then upon SVCE’s request, with respect to such audits that call for production of records of Scheduling Coordinator-related communications with CAISO, TPS shall support SVCE with relevant information and assistance including assisting SVCE in responding to a NERC audit by providing SVCE with TPS’s pertinent documentation of TPS’s communications with CAISO or the applicable Load in a timely manner. Nothing contained in this Agreement shall be construed to make TPS a “generation owner,” “generation operator,” or any similar entity, Item 1k
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26 or to make TPS subject to any classification under applicable NERC rules as a result of TPS’s execution of this Agreement or TPS’s performance of the Services or otherwise, and SVCE shall not register TPS or require TPS to register with NERC as a “generation owner” or “generation operator” with respect to the resources.

8.3 Compliance with Laws. TPS and SVCE will at all times relevant to this Agreement comply with all Applicable Laws and the Governing Rules. In the event that actions or omissions of one Party (“Responsible Party”) cause the other Party (“Affected Party”) to (a) be materially non-compliant with the Governing Rules or Applicable Laws affecting Scheduling Coordinators or the Load that is the subject of this Agreement, or (b) have assessed or brought against it any fines, penalties, reprimands, censures, sanctions, assessments, or other material adverse actions by CAISO, market monitor, or any other Governmental Authority (“Assessments”) (which, for the avoidance of doubt, will not include ordinary course settlement charges or penalties, such as imbalance penalties or charges, mismatched schedule charges, uninstructed deviation charges, or late fees), then, in addition to any other rights or remedies under this Agreement (including, without limitation, the right, if any, to indemnification against such Assessments), the Affected Party may exercise any or all of the following:
(i) give written notice to the Responsible Party setting forth the circumstances of non-compliance and, if practicable, demand that the Responsible Party cure such non-compliance; and (ii) demand that the Responsible Party use commercially reasonable efforts to cooperate in the Affected Party’s defense against such allegation or Assessment (provided the foregoing will not require the Affected Party to incur material expenses unless reimbursed by the Responsible Party nor take any position in any regulatory proceeding contrary to its interests or policies).

The Responsible Party will reimburse the Affected Party for any Assessments paid by the Affected Party; provided, however, that any payment required shall remain subject to the limitation of liability in Section 10.2 of the General Terms and Conditions.

8.4 TPS Affiliates. Notwithstanding any provision of this Agreement to the contrary, TPS shall in all cases remain obligated for the performance of the Services and its obligations under this Agreement regardless of whether such Services or obligations are performed by its Affiliates.

8.5 Change in Laws or Regulations. In the event a change in Applicable Laws or the Governing Rules (a) materially impairs a Party’s ability to perform under this Agreement, or (b) in the case of TPS, authorizes the CPUC to assert any new or additional jurisdiction over Scheduling Coordinators or Scheduling Agents, the adversely affected Party may notify the other Party of the adverse effect and propose amendments to this Agreement to address the adverse effect of the change in Applicable Laws or Governing Rules. The Parties shall negotiate in good faith to amend this Agreement to restore the Parties to the relative benefits and obligations contemplated under this Agreement prior to the change in Applicable Laws or Governing Rules. If the Parties have not reached agreement on an amendment by the thirtieth (30th) Day after the effectiveness of the notice sent by the affected Party, then the affected Party may, upon written notice to the other Party, terminate this Agreement by designating a termination date that is no earlier than ninety (90) Days after the date of such written notice (“Permitted Termination”). Neither Party shall owe damages to the other Party in the event of a Permitted Termination; provided, that neither Party shall be relieved of any payment obligations accruing under this Agreement prior to the date of such termination or that by their nature survive such Item 1k
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27 termination. Upon a Permitted Termination, TPS will reasonably cooperate with SVCE to transition the Services to a replacement Scheduling Agent in accordance with Section

8.2 of the Base Agreement.

SECTION 9
TAXES

9.1 Taxes. The seller or distributor of a Product will pay or cause to be paid all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising prior to the Delivery Point, and the buyer of a Product shall pay, or cause to be paid, all taxes imposed by any Governmental Authority on, or with respect to, a Product or a Transaction arising at or after the Delivery Point. In no event shall SVCE have any liability for taxes owed by TPS for performance under this Agreement.

Each Party must provide a state sales tax exemption form and a federal W-9 form to the other Party upon request. The Party failing to provide a sales tax exemption form will be liable for any state sales tax assessments on Transactions.

Each Party agrees to cooperate with the other Party in the event a state, municipality, or other relevant Governmental Authority ever audits or challenges a Party’s compliance with the rules and regulations governing the payment of taxes related to a Product or Transaction under this Agreement. Furthermore, each Party agrees to indemnify the other Party for any taxes, penalties, late fees, or other charges a Party is required to pay a taxing authority for uncollected and owed taxes which were the responsibility of the other Party under this Agreement, or which arose due to (i) a Party’s failure to provide appropriate exemption certification or (ii) a Party’s misrepresentation of any tax status. This provision shall survive the expiration or earlier termination of this Agreement and shall stay in full force and effect for five (5) years following the expiration or earlier termination of this Agreement.

SECTION 10

INDEMNITIES, LIABILITIES AND WARRANTY DISCLAIMER

10.1 INDEMNITIES. SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN SECTION

10.2 BELOW, EACH PARTY UNDERSTANDS AND AGREES THAT IT SHALL DEFEND,

RELEASE, INDEMNIFY, AND HOLD THE OTHER PARTY HARMLESS FROM (I)

EXCEPT TO THE EXTENT CAUSED BY THE NON-INDEMNIFYING PARTY, ALL THIRD

PARTY LIABILITIES, COSTS, CLAIMS, LOSSES, OR CAUSES OF ACTION ARISING

FROM PERSONAL INJURY, PROPERTY LOSS, PROPERTY DAMAGE, OR DEATH,

HOWEVER CAUSED, AND RELATED TO ANY EVENT, CIRCUMSTANCE, ACT OR

INCIDENT FIRST OCCURRING OR EXISTING DURING THE PERIOD OF TIME WHEN

CONTROL AND TITLE TO ANY PRODUCT IS VESTED IN SUCH INDEMNIFYING

PARTY, OR (II) ANY OTHER THIRD PARTY LIABILITIES, COSTS, CLAIMS, LOSSES,

OR CAUSES OF ACTION TO THE EXTENT CAUSED BY SUCH INDEMNIFYING PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

10.2 LIMITATION OF LIABILITY. EXCEPT FOR INDEMNITIES PROVIDED IN SECTION 10.1

HEREOF, THE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY CLAIM

OR CAUSE OF ACTION RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES ARE WAIVED. IN

NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY

CONSEQUENTIAL, INDIRECT, PUNITIVE, LOST PROFIT, LOST OPPORTUNITY,

BUSINESS INTERRUPTION, OR EXEMPLARY DAMAGES FOR ANY CLAIM OR

CAUSE OF ACTION RELATED TO THIS AGREEMENT, WHETHER ARISING FROM Item 1k
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28 BREACH OF CONTRACT OR WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, OR OTHERWISE. MOREOVER,

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,

EXCLUDING ANY LIABILITY FOR PAYMENTS OR CREDITS DUE TO SVCE UNDER

THE BASE AGREEMENT, UNLESS THE CLAIMS OR OBLIGATIONS ARE CAUSED BY TPS’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, FOR ANY THREE (3)

MONTH PERIOD OF SERVICES, THE LIABILITY OF TPS TO SVCE FOR ANY

OBLIGATIONS OR CLAIMS UNDER THIS AGREEMENT (INCLUDING INDEMNITIES)

SHALL BE LIMITED TO A MAXIMUM OF THE SERVICE FEES RECEIVED BY TPS FROM SVCE (I) WITH RESPECT TO THE FIRST THREE (3) MONTHS OF THE TERM,

FOR THE MONTHS PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, AND THEREAFTER (II) FOR THE THREE (3) MONTHS

IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED (THE “DAMAGES CAP”); PROVIDED, HOWEVER, ONCE

ANY PORTION OF THE DAMAGES CAP HAS BEEN PAID OUT BY TPS IN

SATISFACTION OF A CLAIM, SUCH PORTION THAT HAS BEEN PAID OUT SHALL BE

DEDUCTED FROM THE DAMAGES CAP OTHERWISE AVAILABLE TO SATISFY ANY SUBSEQUENT CLAIM(S) ARISING DURING SUCH THREE (3) MONTH PERIOD. FOR THE AVOIDANCE OF DOUBT, OTHER THAN WITH RESPECT TO TPS’S PAYMENT

OBLIGATIONS EXPRESSLY EXCLUDED FROM THE LIMITATION OF LIABILITY

ABOVE, TPS WILL NOT BE OBLIGATED TO PAY OUT IN THE AGGREGATE FOR CLAIMS IN ANY CONSECUTIVE THREE (3) MONTH PERIOD MORE THAN THE SERVICE FEES TPS HAS RECEIVED FROM SVCE FOR SUCH THREE (3) MONTH PERIOD.

10.3 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND SVCE’S USE OF THE SERVICES IS AT ITS OWN RISK. TPS DOES NOT MAKE, AND

HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES

INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TPS DOES NOT

WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR

COMPLETELY SECURE, OR THAT THE PROVISION OF SERVICES WILL ALWAYS BE EXECUTED WITHOUT HUMAN ERRORS OR OMISSIONS.

10.4 ADDITIONAL INDEMNITIES. AN INDEMNIFYING PARTY’S INDEMNITY

OBLIGATIONS, AND ANY WAIVERS AND RELEASES OF CLAIMS IN THIS

AGREEMENT WILL EXTEND TO THE INDEMNIFIED PARTY, ITS AFFILIATED

COMPANIES, INCLUDING ANY ENTITY CONTROLLING, UNDER THE CONTROL OF,

OR UNDER COMMON CONTROL WITH SUCH PARTY, AND TO THE RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, SHAREHOLDERS AND INSURERS OF EACH THEREOF.

10.5 Survival. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

SECTION 11

DEFAULTS AND REMEDIES

11.1 Events of Default. A Party will be in default under this Agreement upon the occurrence of any one or more of the following events (each an “Event of Default”):

Item 1k
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29 (a) the failure by a Party to make a timely payment of any amounts due to the other Party or provide required Credit Support to the other Party under this Agreement; (b) the failure by a Party to perform its material obligations under this Agreement, including the obligations to perform its obligations under this Agreement in accordance with the Governing Rules and Prudent Industry Practice, which failure is not excused by the terms of this Agreement;
(c) the breach of any representation or warranty of such Party that results in a material adverse impact on the other Party;
(d) the appointment (voluntary or involuntary) of a receiver or liquidator or trustee of such Party or of any of the property of such Party by order of a court of competent jurisdiction;
(e) the filing of a petition or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of federal or state bankruptcy or insolvency laws, as any such laws now exist or as those laws may be amended, or the filing of an answer admitting the material allegations of a petition filed against it in such proceeding; the general assignment by a Party for the benefit of its creditors; or the admission by a Party in writing of its inability to pay its debts generally as they become due; and/or
(f) the commission of a fraudulent act or omission by a Party in the performance of its obligations hereunder.

11.2 Rights of Non-Defaulting Party. If an Event of Default shall have occurred and be continuing with respect to a Party (the “Defaulting Party”), the Party not subject to an Event of Default (the “Non-Defaulting Party”) shall have the right to take any one or more of the following actions:
(a) upon the occurrence of an Event of Default as specified in Sections 11.1(a),

11.1(b), 11.1(d), 11.1(e), or 11.1(f), to suspend performance immediately and without notice;
(b) upon the occurrence of an Event of Default as specified in Section 11.1(c), upon three (3) Business Days’ notice, to suspend performance of any obligation which, if performance continued, would expose the Non-Defaulting Party to material risks or material unrecovered costs;
(c) upon the occurrence of an Event of Default as specified under Sections 11.1(a),

11.1(b), or 11.1(f), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have three (3) Business Days after the date of such notice in which to cure the Event of Default; (d) upon the occurrence of an Event of Default as specified under Section 11.1(c), to terminate this Agreement by giving the Defaulting Party written notice setting forth a description of the Event of Default and designating a termination date, provided that the Defaulting Party shall have fifteen (15) Days after the date of such notice in which to cure the Event of Default;
(e) upon the occurrence of an Event of Default as specified in Sections 11.1(d), or

11.1(e), to terminate this Agreement immediately and without notice; Item 1k
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30 (f) to pursue collection of direct, actual damages and seek any other remedy at law or in equity (except to the extent limited by, or waived under, this Agreement); (g) to pursue collection of reasonable attorney's fees and costs if any action is brought to enforce any term or provision of this Agreement or collect amounts due (whether at the trial court level or any appeal there from); and/or (h) to pursue any other remedy provided under this Agreement.

11.3 Acceleration of Amounts Due. If a termination of this Agreement occurs pursuant to this Section 11, the Non-Defaulting Party may accelerate all amounts owing between the Parties, offset amounts owed by the Defaulting Party against amounts due the Defaulting Party and against any Credit Support held between the Parties, and liquidate and terminate all Services, Transactions and/or scheduled quantities of Products where commercially reasonable to do so. To the extent applicable, where scheduled Transactions or scheduled quantities cannot be liquidated or terminated in a commercially reasonable manner, then this Agreement will continue in force as to those scheduled Transactions and scheduled quantities for the duration of the contractual commitment to Third Parties.

SECTION 12

NOTICES

12.1 Notices. Unless otherwise provided in this Agreement, any notices given under this Agreement must be in writing and personally delivered or sent by electronic mail or United States mail to such Persons or locations designated on Exhibit B and shall be deemed given and effective when delivered by hand or upon:
(a) three (3) Business Days after such notice is deposited in the United States mail with postage prepaid for transmittal by registered or certified mail, return receipt requested;
(b) one (1) Business Day after such notice is placed in the hands of a recognized commercial mail or courier service for overnight delivery; or (c) the Business Day on the date such notice was sent by email with confirmation of receipt of such email by confirmed email transmission, provided that such receipt occurred during Business Hours of such Business Day. For email transmissions received after such Business Hours of such Business Day at the receiving location, notice shall be deemed effective upon the opening of Business Hours of the next Business Day.

For the avoidance of doubt, either Party may update its notice information contained in Exhibit B at any time without the need for a formal amendment by sending written notice to the other Party in accordance with this Section 12.1.

SECTION 13

FORCE MAJEURE

13.1 Force Majeure. Subject to Section 13.2 of the General Terms and Conditions, neither Party will be considered to be in default in the performance of any obligations under this Agreement (other than the obligation to make a payment of amounts owed) to the extent and for the duration that such failure of performance results from Force Majeure. The Item 1k
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31 term “Force Majeure” means causes that are beyond the reasonable control of the Party affected which, by exercise of due diligence, such Party could not reasonably have been expected to avoid and which, by exercise of due diligence, it has been unable to overcome and not the result of the fault or negligence of such Party including, but not limited to: flood, earthquake, tornado, hurricane, storm, or fire; acts of terrorism; civil disobedience, strikes, or other labor dispute; labor or material shortage; sabotage; pandemic, epidemic or other public health emergency; restraint, order, rule, or regulation of any court, governmental body, or public authority, including CAISO (whether valid or invalid).

13.2 Due Diligence. No Party, however, shall be relieved of liability for failure of performance hereunder based on Force Majeure if such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. A Party claiming Force Majeure must exercise due diligence to overcome the Force Majeure event. Either Party rendered unable to fulfill any of its obligations under this Agreement by reason of Force Majeure shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch.

13.3 Obligations During Force Majeure. Notwithstanding any other provisions as stated in Section 13, an event of Force Majeure does not relieve a Party of any of its obligations under the Governing Rules and this Agreement that the Party can reasonably perform during a Force Majeure event, and does not excuse a Party of its obligations to make payments for obligations arising prior to the Force Majeure event, or of any payment obligations for its non-performance arising pursuant to the Governing Rules and this Agreement.

13.4 Force Majeure Termination. In the event that any Force Majeure event prevents a Claiming Party from performing hereunder for a period of at least one hundred eighty (180) consecutive Days, the Party whose performance was not impaired by the claimed Force Majeure event (“Non-Impaired Party”) may terminate this Agreement by giving written notice to the Claiming Party and designating a termination date, which shall be no earlier than ten (10) Days after the date of the Non-Impaired Party’s receipt of the Claiming Party’s Force Majeure event notice (“Permitted Force Majeure Termination”). Neither Party shall owe damages to the other Party in the event of a Permitted Force Majeure Termination; provided, that neither Party shall be relieved of any payment obligations accruing under this Agreement prior to the date of such termination or that by their nature survive such termination.

SECTION 14

CONFIDENTIALITY

14.1 Confidentiality.
(a) Subject to the remaining provisions of this Section 14.1, each Party agrees, for itself, its Affiliates, and its Representatives, to keep confidential this Agreement, all negotiations concerning this Agreement, and all other information furnished by either Party related to schedules, Services, credit and financial obligations, and Transactions under this Agreement ("Confidential Information"); provided, however, such confidentiality obligation will expire three (3) years immediately following the expiration or earlier termination of this Agreement. (b) The receiving Party, its Affiliates, and its Representatives shall not disclose any Confidential Information to any Third Party without the prior written consent of the disclosing Party unless requested or required by a Governmental Authority or self-Item 1k Attachment 2
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32 regulatory organization or as permitted in accordance herewith; provided that a Party may, without such prior written consent, disclose Confidential Information to any Affiliate, Representative, current or future financing sources, insurer, auditor, or potential purchaser of or investor in a Party and its parent or Affiliates who need to know such information and who agree to keep such Confidential Information confidential on terms no less restrictive, as a whole, than those set forth in this Section 14.1; provided further that each Party shall be responsible for the compliance with this Section 14.1, by all such Persons with whom it shares such Confidential Information in accordance with the immediately foregoing proviso. (c) In the event any Party is requested or required to disclose Confidential Information pursuant to Applicable Laws including, but not limited to a request for disclosure under the California Public Records Act (California Government Code Section 7920, et seq.) or by a Governmental Authority having or purporting to have jurisdiction over the Party, to the extent permitted by Applicable Law, such Party must notify the other Party prior to any disclosure so as to allow the other Party to resist such disclosure before the Governmental Authority and/or to seek appropriate protection from further disclosure. If TPS takes no such action to seek such protection within five (5) Business Days after receiving notice from SVCE of a request for disclosure under the California Public Records Act, SVCE may comply with the Third Party’s request or demand and is not required to defend against it.
(d) The Parties agree that disclosure of Confidential Information in breach of the confidentiality provisions of this Agreement constitutes an irreparable injury and that injunctive relief is an appropriate remedy to prevent the unwarranted disclosure of any Confidential Information.
(e) The confidentiality provisions of this Agreement will not apply to any information (i) the receiving Party developed independently without using the Confidential Information, (ii) that was in the public domain at the time of its disclosure hereunder, (iii) which passes into the public domain by acts other than the acts of or caused by the Party receiving said Confidential Information, or (iv) is disclosed to the receiving Party by a Third Party, provided that the receiving Party does not know (or has no reasonable basis to know) that the information was received or disclosed unlawfully.
(f) The Parties currently do not contemplate that the services under this Agreement will require TPS to access and process information that pertains to individual SVCE customer data, including but not limited to individual customer load, address, meter, business types, and credit data. If circumstances change that require TPS to access or process such individual customer data, then TPS shall timely inform SVCE, and the Parties shall negotiate in good faith any additional requirement that would protect the confidentiality of individual customer data and make applicable amendments to this Agreement. TPS shall make its employees aware of this requirement and shall establish appropriate internal safeguards to ensure compliance with this requirement.

SECTION 15

REPRESENTATIONS AND WARRANTIES

15.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party at all times during the Term that:

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33 (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction under which it is organized and is authorized to do business in the State of California;
(b) it has the full power and authority to enter into this Agreement and perform all of its specified obligations, representations, warranties, and covenants under this Agreement;
(c) it is not bankrupt, does not contemplate becoming bankrupt nor, to its knowledge, will become bankrupt;
(d) (i) the execution, delivery, and performance of this Agreement have been duly authorized by all requisite action of its governing body and does not and will not conflict with any provision of its organizational documents, any Applicable Law or any material agreement or instrument to which it is a party or by which it or a material portion of its property or assets may be bound or effected, and (ii) the Person signing this Agreement on its behalf was duly authorized to execute and deliver this Agreement on its behalf;
(e) it obtained prior to the Original Commencement Date, all required licenses, registrations, certifications, Permits, and other authorizations; and took prior to the Original Commencement Date, all actions required by Applicable Laws, the Governing Rules or governmental regulations with the exception of licenses, registrations, certifications, Permits, or other authorizations that do not materially affect its performance under this Agreement;
(f) it is not in violation of any contracts, laws, ordinances, or governmental rules, regulations, or orders of any Governmental Authority or arbitration board materially affecting performance of this Agreement and to which it is subject; (g) it is solely responsible for keeping itself informed of and understanding its respective responsibilities under the Governing Rules and any laws, rules, regulations, and tariffs approved by any Governmental Authority with jurisdiction over the matters specified in this Agreement; and
(h) it is not registered as a commodity trading advisor under the U.S. Commodity Exchange Act and is not holding itself out as in the business of advising others as to the value or advisability of trading swaps, options, futures or cash settled forwards or any other commodity transaction. Any oral or written communications by TPS with respect to this Agreement are not intended to be commodity trading advice.

15.2 Additional SVCE Representations and Warranties. SVCE represents and warrants that SVCE has worked in good faith with TPS to make, prior to the Original Commencement Date, all required registrations with, and has received all required certifications and approvals from, the CPUC and all required registrations with, and received any necessary qualifications from, CAISO to perform this Agreement.

15.3 Additional TPS Representations and Warranties. TPS represents and warrants that (i) prior to the Original Commencement Date and during the Term, TPS will be authorized to represent SVCE’s SCID as Scheduling Agent with CAISO and (ii) TPS has made prior to the Original Commencement Date all other required registrations with, and received all other required certifications and approvals from, the CPUC, and has made all other Item 1k
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34 required registrations with, and received any other necessary qualifications from, CAISO to perform under this Agreement.

SECTION 16

MISCELLANEOUS

16.1 Disclaimer. This Agreement does not constitute, create, give effect to, or otherwise recognize or imply the existence of a joint venture, pooling arrangement association, partnership, or other formal or informal business organization of any kind among the Parties, and the rights and obligations of the Parties with respect to this Agreement shall be limited to those set forth in this Agreement.

16.2 Assignment. Neither Party will assign this Agreement or its performance or rights arising under or related to this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld, conditioned or delayed; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer or assign this Agreement to any Person or entity succeeding to all or substantially all of the assets of such Party that has a credit rating of BBB- or better from Standard & Poor’s Financial Services, LLC (a subsidiary of S&P Global Inc.) or a Credit Rating of Baa3 or better from Moody’s Investors Services, Inc., if any, or (ii) to a Person who succeeds to the interests of the assigning Party by merger, consolidation, or operation of law; provided, in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request and, in the case of TPS, the assignee possesses all licenses and expertise (including Scheduling Coordinator status) necessary to perform all obligations of TPS under this Agreement. Any purported assignment in contraventions of this Section will be null and void and the non-assigning Party is not obligated to recognize the purported assignment of this Agreement. This Agreement will be binding on, and inure to the benefit of any permitted, assigned, or successor of the assigning Party.

16.3 Governing Law; Jury Trial Waiver; Expenses. This Agreement and all matter and claims arising under or relating to this Agreement is governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of California and the United States District Courts located in Santa Clara county, and waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. EACH

PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION,

CLAIM OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT. EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER

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

IF EITHER PARTY BRINGS ANY LEGAL ACTION TO ENFORCE ITS RIGHTS UNDER

THIS AGREEMENT OR SEEKS ENFORCEMENT UNDER THE TERMS OF ANY

CREDIT SUPPORT PROVIDED BY THE OTHER PARTY, THE PREVAILING PARTY

SHALL BE ENTITLED TO REIMBURSEMENT FROM THE OTHER PARTY OF REASONABLE ATTORNEYS’ FEES AND LITIGATION COSTS AND EXPENSES, Item 1k
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35 INCLUDING WITNESS FEES OF ANY KIND, IN AN AMOUNT TO BE DETERMINED BY THE APPLICABLE COURT OR BY AGREEMENT OF THE PARTIES.

16.4 Counterparts. This Agreement may be executed in multiple counterparts, including PDF documents exchanged by electronic mail, each one of which will be considered an original Agreement, but all of which together will constitute one and the same instrument.

16.5 Waiver. No waiver by any Party, either express or implied, of any one or more defaults by the other in the performance of any provisions of this Agreement will operate or be construed as a waiver of any other default or defaults, whether of a like or a different character. The rights and remedies of the Parties are cumulative and not alternative.

Neither any failure nor any delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. Failure by a Party to enforce any of the terms, covenants, conditions or other provisions of this Agreement at any time will not in any way affect, limit, modify or waive that Party’s right thereafter to enforce strict compliance with every term, covenant or condition of this Agreement, notwithstanding any course of dealing or custom of the trade.

16.6 Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, negotiations and agreements, whether oral or written, between the Parties with respect to such subject matter including, but not limited to the Prior Agreements, which Prior Agreements are hereby amended, restated, replaced and superseded in their entirety by this Agreement as of the Effective Date. No alteration of or amendment to this Agreement will be effective unless in writing and signed by an authorized representative of each Party.

16.7 Severability. Any provision, article, or section declared or rendered unlawful by a court of law or regulatory agency with jurisdiction over the Parties, or deemed unlawful because of a statutory change, will not otherwise affect the other lawful obligations that arise under this Agreement. In the event any provision of this Agreement is declared invalid, the Parties will promptly negotiate to restore this Agreement as near as possible to its original intent.

16.8 Headings. The section headings of this Agreement are for convenience of reference only, and do not form a part of this Agreement, and do not in any manner modify, interpret, or construe the intent or agreement of the Parties.

16.9 Exclusion of Third Party Rights. The provisions of this Agreement will not impart rights enforceable by any Person or entity not a Party or bound as a Party hereto unless such Person or entity is a permitted successor or assignee of a Party bound by this Agreement, and the Parties do not intend to create any Third Party beneficiary under this Agreement, except to the extent (i) security interests in this Agreement have been granted to a Party’s lenders, and (ii) certain rights to raise contractual rights and/or defenses under this Agreement have been extended to a Party’s guarantor under any guaranty provided as Credit Support hereunder.

16.10 Recordings. Each Party consents to the recording and retention of any telephone conversations, e-mail or electronic message between the Parties related to this Agreement (“Recording”), and each Party will obtain any required consents to such Recordings from such Party’s affected personnel, contractors, or agents. Subject to other applicable rules of evidence, such as the rule of relevance, the contents of such Recording Item 1k
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36 transmitted between the Parties concerning this Agreement, may be utilized to determine the intent of the Parties in any dispute arising under this Agreement, and such Recording will be deemed a written business record of any information, confirmation, consent, bid, authorization, instruction, notice, or Transaction under this Agreement, which may be submitted in evidence in any proceeding or action related to this Agreement. Each Party waives objection to the admission in court of such Recording based on the “Best Evidence Rule” or other legal principles. A written confirmation executed by both Parties will prevail over a Recording of a Transaction. Each Party waives any further notice of monitoring or recording and agrees to notify its officers and employees and obtain any required consent to any such monitoring or recording.

16.11 No Recourse to Members of SVCE. SVCE 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. SVCE 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 SVCE’s constituent members, or the employees, directors, officers, consultants or advisors or SVCE or its constituent members, in connection with this Agreement.

16.12 Imaged Agreement. Any original executed Agreement, confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the confirmation if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party will object to the admissibility of the Recording, the confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.

16.13 Joint Preparation of Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

16.14 No Fiduciary Duty. Both Parties recognize the commercial nature of this Agreement and neither Party will owe any essential fiduciary duty to the other Party or any Third Party with respect to the performance of any of its obligations hereunder. The Parties hereby waive, to the fullest extent permitted by Applicable Law, any and all fiduciary duties that, absent such waiver, may be implied by law, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another are only as expressly set forth in this Agreement. SVCE acknowledges and agrees that this Agreement shall not preclude TPS from providing services or making sales of a like nature to any other Person, either currently or in the future. TPS may, notwithstanding this Agreement, engage in whatever activities it may choose, including, without limitation, providing the same or similar sales or services in the same geographic region (or other competing activities) for its own account (or for the account of others). Neither this Agreement nor any activity undertaken related to this Agreement will prevent TPS from engaging in such activities or require TPS to disclose the same.

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37 16.15 Survival of Contract Terms. In addition to Sections of this Agreement which specifically state that they shall survive the expiration or earlier termination of this Agreement, the Parties also agree that these General Terms and Conditions shall survive the expiration or earlier termination of this Agreement as and to the extent necessary to give proper effect to the intent of the Parties with respect to their respective rights and obligations arising prior to the termination of this Agreement.

16.16 No Public Utility Designation. Each Party agrees that it shall not claim in any bankruptcy proceeding related to such Party that the other Party is serving as a public utility for such Party by selling Energy or providing Services under this Agreement.

16.17 Non-Discrimination. During the performance of this Agreement, neither Party, or their Representatives, shall unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in SVCE or TPS’s employment practices or in the furnishing of services to recipients. Both Parties shall ensure that the evaluation and treatment of their employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. Both Parties and their Representatives shall, in the performance of this Agreement, fully comply with all Applicable Laws which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

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Exhibit A - 1

EXHIBIT A

RESOURCE INFORMATION, LOAD, AND SERVICE AREAS
Load:

PG&E DLAP Scheduling Point
Service Areas within the Load:

Campbell
Cupertino
Gilroy
Los Altos
Los Altos Hills
Los Gatos
Milpitas
Monte Sereno
Morgan Hill
Mountain View
Saratoga
Sunnyvale
Unincorporated Santa Clara County
Estimated Third Party Load Forecasting Fees1,2
0 1The actual fees will be Pass Through Amounts per Sections 2.6(d) and 7.6 of the Base Agreement. 2The fees will escalate each year at a 3% rate.

Resources:

A. Resources that will Require Scheduling and Optimization:

Resource #1
Resource Name: Slate Solar Photovoltaic + BESS
Location: King County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID:

Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 93 MW solar, 46 MW BESS
Delivery Point: At resource’s P-node
Facility PNode:

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Transmission Owner: Pacific Gas & Electric Company
PPA Term (Years) 17 years
Fixed Monthly Fee:

Resource #2
Resource Name: Rabbitbrush Solar Photovoltaic + BESS
Location: Kern County, California
Number of CAISO Resource IDs: 1
CAISO Resource ID:

Unit SCID: To be determined
Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Solar Photovoltaic coupled with BESS in a hybrid configuration
Capacity: 40 MW solar, 8 MW BESS
Delivery Point: At resource’s P-node
Facility PNode:

Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee:

B. SVCE’s Resources That Will Not Require Scheduling, but will Require Monitoring Resource #3
Resource Name: Coso Geothermal
Location: Inyo County, California
Number of CAISO Resource IDs: 3
CAISO Resource ID:

Unit SCID:

Portion of total CAISO Net Qualifying
Capacity of Resource:
100%
Resource Type: Geothermal
Capacity: 44.4 MW (degrades by year, step down to about

29.6 MW/yr in 2027)
Delivery Point: Any or all of the following PNodes (CAISO Pnodes:
allocated in
accordance with ordinary business practices
which generally means Seller shall use
commercially reasonable efforts to allocate the
Delivered Energy in the same proportion to how
the Facility Energy is allocated among the
PNodes; provided, nothing herein shall prevent
Seller from reallocating Delivered Energy in light
of actual operating conditions as they occur.

Facility PNode: See “Delivery Point”
Transmission Owner: Southern California Edison Company
PPA Term (Years) 15 years
Fixed Monthly Fee:

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C. Resources Requiring Western Base Resource Scheduling Services Resource #4
Resource Name: Central Valley Project
Location: WAPA-Sierra Nevada Region Sub-Balancing
Authority Area within BANC
Number of CAISO Resource IDs: Intertie Import Resource IDs SC to use
intertie scheduling points
Unit SCID:

Portion of total CAISO Net Qualifying
Capacity of Resource:

N/A
Resource Type: Non-Resource Specific System Resource – self-scheduled into CAISO through Intertie Import resource
Capacity: Based on customer’s Base Resource allocation
percentage
Delivery Point: Tracy 500-kV, Tracy 230-kV, or Cottonwood 230-kV; that is, TRCYPGAE, TESLA230, or
CTW230 intertie scheduling points, respectively
Facility PNode: Applies to the Intertie Import resource:

IBAA Pricing

Transmission Owner: CVP to Delivery Point: WAPA
Delivery Point to load: PG&E (CAISO)
PPA Term (Years): 30
Fixed Monthly Fee:

SERVICE FEE SCHEDULE FOR GENERIC RESOURCES1:

Costs on a per unit Set-Up Fee Monthly Fee
Set Up4

Telemetry
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Exhibit A - 4
Scheduling and Outage
Management (2 or less
Resource IDs) 2, 3

Scheduling and Outage
Management (3 or 4
Resource IDs)2, 3

Scheduling and Outage
Management (5 or 6
Resource IDs)2, 3

Scheduling and Outage
Management (7 or more
Resource IDs)2, 3

Monitoring Only
Services 2, 3
Non-CAISO Resource
Scheduling and E-Tag5

Non-CAISO Inter-Tie
Energy Scheduling and
E-Tag6

Monitoring Resources
that Require IST
Scheduling

1This service fee schedule is for informational use only and applies to Resources yet to be named by SVCE during the Term of this Agreement. Any fees for services not currently included in Section 7 of the Base Agreement will be memorialized in an amendment to this Agreement.

2Fixed Monthly Fee will increase annually by the CPI-U (minimum 2%). 3 Pricing provided is for technology types currently online or expected to come online based on the Resources List provided by the Joint Agencies (solar, solar + storage, standalone storage, geothermal, and wind). TPS has experience with all technology types and could provide services to other resource types as agreed upon by the Joint Agencies and TPS.
4 Fee will be assessed on a per Resource basis.
5 An example of this type of Resource would be WAPA Base Resource. 6 An example of this type of Transaction would be an Energy purchase at the Palo Verde Inter-Tie.

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Exhibit B - 1

EXHIBIT B

NOTICE INFORMATION
TENASKA POWER SERVICES CO. SILICON VALLEY COMMUNITY ENERGY

AUTHORITY
Notice Address:
300 E. John Carpenter Freeway, Suite 1100
Irving, TX 75062
Notice Address: 333 W. El Camino Real, Suite
330 Sunnyvale, CA 94087
Attn: Director, Contract Administration Attn: CEO
Phone: (817) 303-1860 Phone: 408-721-5301
Facsimile: (817) 303-1867 Facsimile:

Email: [email protected] Email:

CICI Number: 549300K7NFSB93YGBN35 CICI Number:

CFTC Designation: End User CFTC Designation:

Duns: 01-501-6913 Duns: 08-046-2990
Federal Tax ID Number: 47-0824081
(The above is the Tax ID for Tenaska Energy, Inc.,
the parent company of TPS. TPS is a disregarded
entity for federal tax purposes.)
Federal Tax ID Number:
81-2158638
Confirmations:

Attn: Confirms
Phone: (817) 303-3609
Email: [email protected]
Confirmations:

Attn:

Phone:

Email:

Real-Time Trading:

Phone: (817) 462-1528
Real-Time Trading:

Phone:

Payments:

Attn: Accounts Receivable
14302 FNB Parkway
Omaha, NE 68154
Phone: (402) 938-1621
Payments:

Finance Group
(408) 721-5301
Invoices:

Attn: Accounts Payable
Phone: (817) 462-1521
Email: [email protected]
Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email:

Wire/ACH Transfer:

Bank:

ABA No:

Account No:

Account Name:

Wire/ACH Transfer:

ABA No:

Account No:

Account Name:

Credit and Collections:

Attn: Credit Department
Phone: (817) 303-1113
Email: [email protected]
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email:

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Exhibit B - 2
With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: Vice President and General Counsel
Phone: (817) 462-8053
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: CEO
Phone: (408) 721-5301
Email:

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Exhibit C - 1

EXHIBIT C

SUPPORT SERVICES
In addition to those activities described in Section 2.8 of the Base Agreement, TPS will (with SVCE’s cooperation as necessary):

1. determine, establish and implement the necessary communication methods, operational information technology and interfaces with CAISO including for purposes of transmitting Real-Time telemetry from the Resources and Load to TPS’s primary and backup operation centers;

2. establish itself as the Scheduling Agent for the Resources and Load within the Service Areas;

3. if applicable, specify, install, configure, and test all required interface equipment needed to acquire and transmit CAISO-required Real-Time telemetry;

4. provide such other assistance with respect to the Documentation as SVCE may reasonably require; and

5. assist SVCE with the CAISO New Resource Implementation (NRI) Checklist as SVCE may reasonably require.

The Parties acknowledge and agree that, with regard to the Resources, Load and Service Areas identified in Exhibit A as of the Effective Date, the Support Services described in this Exhibit C were provided by TPS under the Original Agreement and under that certain Scheduling Coordinator Agreement entered into between the Parties on March 13, 2024.

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Exhibit D - 1

EXHIBIT D

CRR SERVICES
TPS will provide information to assist SVCE with CRR nominations and Bids in accordance with the following procedures and requirements. Final selection of any CRRs to nominate, bid, or offer upon, and their associated volumes and/or prices will be at SVCE’s sole discretion. (1) TPS’s consultation will consist of a standard CRR data set for each monthly process and each annual process, along with one monthly scheduled phone call to discuss questions and strategies. The analysis will include various historical and market information/calculations, and certain limited forecast information prior to the auction process. Inputs for any forecast analysis will be consistent with the latest base case inputs in TPS’s network modeling system. Additional forecast scenarios may be completed at an agreed-upon cost. (2) CRR support is intended to minimize congestion costs for SVCE. Analysis for CRR nominations and Bids is to be limited to:
a. paths sourcing SVCE’s resource nodes or supply-source nodes (e.g., PPA delivery points) to the SVCE DLAP for the purposes of hedging,
b. paths related to other hedge positions SVCE may need to manage in the CRR market (e.g., trading hub to DLAP or scheduling point to DLAP),
c. paths allocated to SVCE by CAISO in relation to load migration (i.e., CRRs of type LSE-LMT), or d. paths sinking to the SVCE DLAP, for the purpose of utilizing volumes which remain unused after completion of hedging nominations.
(3) Delivery of TPS’s standard CRR data set and recommended nominations will be made available to SVCE in a mutually agreeable format. The methodology for recommending nominations will be at TPS’s discretion.
(4) Delivery of SVCE’s selected nominations and Bids back to TPS will be in a format consistent with submission to the CAISO CRR portal, currently XML format or a format easily converted to XML.
(5) The total number of nominations, for any round of any annual or monthly allocation process, will be limited to the number of records allowable in one (1) submission file, as defined in the CAISO Agreements (currently equal to 1,000 records).
(6) For the annual CRR allocation and auction processes, TPS will provide its standard data set for the tier 1 allocation round no later than end of Day on the Day that is one week after CAISO has posted the source and sink list, source and sink upper bound data, priority nomination process signature data, and corresponding Seasonal CRR Eligible Quantity. For each remaining allocation round (if applicable), TPS will provide its standard data set no later than end of Day on the Day that is two (2) Business Days prior to the opening Day of the round. This applies to Tier LT, tier 2 and tier 3 nominations, as such terms are used in the CAISO Agreements. For the CRR Auction (if applicable), TPS will provide a new or refreshed data set for the CRR Auction process no later than end of Day on the Day that is three (3) Business Item 1k
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Days prior to the opening Day of the bid window. In each case, SVCE must provide its selection of CRR nomination volumes or bid/offer volumes and prices to TPS no later than end of day on the first Day of the open submission window.
(7) For the monthly CRR allocation and auction processes, TPS will provide its standard data set for the tier 1 allocation round (if applicable) no later than end of Day on the Day that is two (2) Business Days after CAISO posts the corresponding Monthly CRR Eligible Quantity (MEQ).

For the tier 2 nominations and the CRR Auction (if applicable), TPS will provide a new or refreshed data set no later than end of Day on the Business Day prior to the opening Day of the process window. In each case, SVCE must provide its selection of CRR nomination volumes or auction Bids and offers to TPS no later than 12:00 pm PPT on the first Day of the submission window.
(8) In the event that SVCE’s submission file is not received by the deadlines specified above, TPS will use commercially reasonable efforts to make submissions to the CAISO portal.

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Exhibit E - 1

EXHIBIT E

WAPA BASE RESOURCE SCHEDULING
TPS shall schedule the Resources listed in Section C of Exhibit A as follows:

A. WAPA Base Resource Nomination (WAPA Portal):
- Pull the allocated WAPA Base Resource share from the WAPA Portal (allocation comprises of a total WAPA Base Resource MWh daily Energy value, and hourly min/max WAPA Base Resource MW constraints).
- Based on allocated WAPA Base Resource share, determine an optimized WAPA Base Resource schedule and submit hourly WAPA Base Resource nomination request to WAPA Portal (“Shaping”).
- Submit hourly load forecast to WAPA Portal.
- Pull hourly WAPA Base Resource schedules from WAPA Portal.

B. Displacement Program (SambaDP): The Displacement Program is not active all year round.

The following activities are only necessary if the Displacement Program is active:
- Submit WAPA Base Resource schedules for participation in Displacement Program to SambaDP.
- Pull post-displacement WAPA Base Resource schedules and Inter-SC Trades from SambaDP.

C. CAISO Scheduling:
- Submit import schedules for WAPA Base Resource schedules. - Select inter-tie scheduling point (monitor the transmission line ratings). - Prepare and submit NERC E-Tags.
- Submit Inter-SC Trades (only required when Displacement Program is active).

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