Agenda packet — Silicon Valley Clean Energy Board of Directors, March 11, 2026 (part 1 of 2)

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

US: +1 669-219-2599
Webinar ID: 854 2580 3851
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”) please contact Board Clerk Andrea Pizano at [email protected] prior to the meeting for assistance.

AGENDA
Call to Order
SILICON VALLEY <3/ CLEAN ENERGY

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Larry Klein, Chair
City of Sunnyvale
Sally Meadows, Vice Chair
City of Los Altos
Elliot Scozzola
City of Campbell
R “Ray” Wang
City of Cupertino
Zach Hilton
City of Gilroy
George Tyson
Town of Los Altos Hills
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Chuck Page
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Roll Call
Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any matter not listed on the Agenda provided that it is within the subject matter jurisdiction of SVCE. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

Consent Calendar (Action)
1a) Approve Minutes of the February 11, 2026, Board of Directors Meeting 1b) Approve Minutes of the February 11, 2026, Board of Directors Special Meeting
1c) Receive January 2026 Treasurer Report
1d) Receive Just Cause and Multijurisdictional Bodies Remote Participation Report
1e) Approve an Allocation of Program Fund Dollars of $6 million to Expand the Home Rebates Program
1f) Authorize the Chief Executive Officer to Execute and Amend Agreements with Member Agencies to Administer City Rebates as Funded by Member Agencies for Building Electrification
1g) Approve Addition to 2026 Legislative Policy Platform on a Diablo Canyon Nuclear Power Plant Extension
1h) Adopt Resolution Authorizing the Chief Executive Officer to Finalize Negotiations and Execute Amended and Restated Agreement with Morgan Stanley Capital Group, Inc. to Update the Execution of Energy Transactions
1i) Adopt Resolution Modifying the Electric Schedule NEM-SVCE to Clarify Net Billing Tariff (NBT, NEM 3.0) Language to Ensure No Customer Collections at True Up
1j) Adopt Resolution Authorizing the Replacement of The Trustee for Certain California Community Choice Financing Authority Clean Energy Project Revenue Bonds; and Certain Other Actions in Connection Therewith 1k) Receive Executive Committee Report
1l) Receive Finance and Administration Committee Report 1m) Receive Audit Committee Report
SILICON VALLEY <3/ CLEAN ENERGY

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Larry Klein, Chair
City of Sunnyvale
Sally Meadows, Vice Chair
City of Los Altos
Elliot Scozzola
City of Campbell
R “Ray” Wang
City of Cupertino
Zach Hilton
City of Gilroy
George Tyson
Town of Los Altos Hills
Rob Rennie
Town of Los Gatos
Garry Barbadillo
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Pat Showalter
City of Mountain View
Chuck Page
City of Saratoga
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
1n) Receive 2026 Legislative Responses to Industry Transition Ad Hoc Committee Report
1o) Receive California Community Power Report
Regular Calendar
2) CEO Report (Informational)
3) Receive Financial Audit Results and Accept the Findings from the Independent Auditor (Action)
4) Adopt Resolution Approving Changing SVCE’s Fiscal Year Period from October to September to a Calendar Year Period, Effective January 1, 2027, and Other Necessary Changes to Allow for the Implementation of the New Fiscal Year (Action)
5) Adopt Resolution Approving the Fiscal Year 2025-2026 Mid-Year Adjusted Operating Budget (Action)
6) Financial Levers Update – Additional Discussion and Scenario Review (Discussion)
Board Member Announcements and Direction on Future Agenda Items Adjourn
SILICON VALLEY <3/ CLEAN ENERGY
Revised: February 7, 2024
1 SVCE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, February 11, 2026
7:00 pm
Sunnyvale Civic Center
456 W. Olive Ave
Sunnyvale, CA
Gilroy City Hall
Administration Conference Room
7351 Rosanna Street
Gilroy, CA

DRAFT MEETING MINUTES
Call to Order:

Chair Klein called the meeting to order at 7:11 p.m.

Roll Call

Present:

Larry Klein (Chair), Sunnyvale
Sally Meadows (Vice Chair), Los Altos
Elliot Scozzola, Campbell
Zach Hilton, Gilroy (participated remotely)
George Tyson, Los Altos Hills
Rob Rennie, Los Gatos
Garry Barbadillo, Milpitas
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill (participated remotely) Pat Showalter, Mountain View
Chuck Page, Saratoga
Otto Lee, Santa Clara County

Absent:

R “Ray” Wang, Cupertino
Public Comment on Matters Not Listed on the Agenda
No speakers.

Consent Calendar (Action)
There were no questions or comments from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.
1a) Approve Minutes of the January 14, 2026, Board of Directors Meeting 1b) Receive December 2025 Treasurer Report
1c) Receive SVCE Rate Schedules Effective January 1, 2026 Item 1a Draft Minutes: February 11, 2026 Regular BOD Meeting SILICON VALLEY \3/ CLEAN ENERGY

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1d) Approve 2026 Updates to Exhibit C, Annual Energy Use, and Exhibit D, Voting Shares, of the SVCE Joint Powers Agreement
1e) Receive December 2025 Decarbonization Strategy and Programs Quarterly Report 1f) Authorize the Chief Executive Officer to Execute an Amendment to the Renewable Power Purchase Agreement with ORNI 50 LLC and Any Necessary Ancillary Agreements and Documents to Extend the Term by Five Years, Increase the Capacity to 7.5 Megawatts and Set a New Not-to-Exceed Amount of $72,500,000
1g) Authorize the Chief Executive Officer to Execute an Agreement with CLEAResult to Provide Technical Assistance Services for the Community Grants Program with a Not-to-Exceed Amount of $300,000 1h) Receive Executive Committee Report
1i) Receive Additional Committees Report
1j) Receive California Community Power Report
MOTION: Director Mekechuk moved and Director Lee seconded the motion to approve the Consent Calendar, Items 1a through 1j.

The motion carried by verbal roll call vote with Director Wang absent.

Regular Calendar
2) CEO Report (Informational)
CEO Padilla addressed the following in her report:
• Introduction to new SVCE employee, Liyang Wang, Senior Forecasting and Planning Analyst, who provided brief welcome comments;
• Community Impact reports highlighting each member agency; • Highlights from Bena Chang, Director of Government and Legislative Affairs, on attendance to CalCCA’s Lobby Day in Sacramento and a tour of PG&E’s Diablo Canyon Power Plant; and • A legislative update from Director of Government and Legislative Affairs Chang on the Power Charge Indifference Adjustment (PCIA), including the introduction of Assembly Bill (AB) 1761.

Staff responded to questions regarding copies of the Community Impact reports, potential legislation regarding the Diablo Canyon Power Plant, cost effects of the Diablo Canyon Power Plant, and the federal government’s interest in nuclear.

Other Board member attendees from the Diablo Canyon Power Plant tour shared their feedback on the tour and what was learned.

Chair Klein opened Public Comment.

No speakers.

Chair Klein closed Public Comment.
3) Appoint Members to 2026 SVCE Committees (Action)
Andrea Pizano, Sr. Executive Assistant and Board Clerk, reviewed the members interested in serving on SVCE’s 2026 committees as follows:
2026 Legislative Ad Hoc Committee

1. Dir. Zach Hilton, Gilroy

2. Dir. Garry Barbadillo, Milpitas

3. Dir. Bryan Mekechuk, Monte Sereno

4. Dir. Yvonne Martinez Beltran, Morgan Hill

5. Dir. Pat Showalter, Mountain View

6. Alt. Dir. Tina Walia, Saratoga
Item 1a Draft Minutes: February 11, 2026 Regular BOD Meeting

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Finance and Administration Committee

1. Dir. Elliot Scozzola, Campbell

2. Alt. Dir. Maria Ristow, Los Gatos

3. Dir. Bryan Mekechuk, Monte Sereno

4. Dir. Chuck Page, Saratoga

5. Alt. Dir. Murali Srinivasan, Sunnyvale
Audit Committee

1. Harjot Sangha, Finance Director, Gilroy
*nominated by Dir. Zach Hilton

2. Jessie Kim, Finance Director, Los Altos
*nominated by Vice Chair Sally Meadows

3. Dir. George Tyson, Los Altos Hills

4. Dir. Bryan Mekechuk, Monte Sereno*
*Director Mekechuk would like to be appointed to the Audit Committee to see the completion of the Fiscal Year 2024-25 financial audit. Following the conclusion of the Audit, Dir. Mekechuk intends to resign from the Audit Committee
Chair Klein opened the floor for additional Board members interested in serving on committees to express their interest; there were none.

Chair Klein opened Public Comment.

No speakers.

Chair Klein closed Public Comment.

MOTION: Director Tyson moved and Vice Chair Meadows seconded the motion to approve the 2026 committees as presented by staff.

The motion carried by roll call vote with Director Wang absent. 4) Approve New May Board of Directors Regular Meeting Date (Action) Board Clerk Pizano presented a request to the Board to select an alternative meeting date in May due to a conflict with the annual CalCCA Conference on May 13.

Board members shared their availability for the proposed meeting date of May 15, 2026; Chair Klein noted the meeting date could be identified and a poll would be distributed to select a time that works best for a majority of the Board.

Chair Klein opened Public Comment.

No speakers.

Chair Klein closed Public Comment
MOTION: Director Mekechuk moved and Director Showalter seconded the motion to approve the SVCE Board of Directors May 15, 2026 Special Meeting.

The motion carried by verbal roll call vote with Director Wang absent. 5) Adopt Resolution 2026-04 Revising the General and Administrative Policy 9: Hybrid Meetings to Set Preferences for Participation Rules and Incorporate Changes from SB 707 (2025) (Action)
Michael Callahan, General Counsel, presented a request to the Board to approve revisions to the SVCE Hybrid Meetings Policy to set preferences for participation rules and to include changes from Senate Bill (SB) 707. General Counsel Callahan reviewed the remote meeting options which included: traditional Brown Act rules, Disability (ADA) accommodations, Just Cause, and Multijurisdictional bodies.

Item 1a Draft Minutes: February 11, 2026 Regular BOD Meeting

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Staff responded to Board member questions on agenda posting requirements, participation by a primary Board member remotely and an Alternate Director in person, clarification on multijurisdictional bodies and providing advance notice, request for the addition of the noticing requirement on the diagram provided by staff, potential loss of communication and connectivity from participants using the various remote options, loss of connectivity to Zoom from the main in-person meeting space, and clarification that no formal Board approval is needed to use the remote options.

Chair Klein opened Public Comment.

No speakers.

Chair Klein closed Public Comment.

MOTION: Director Mekechuk moved and Vice Chair Meadows seconded the motion to adopt Resolution 2026-04 making changes to the General and Administrative Policy 9: Hybrid Meetings (“Policy”) to incorporate changes from Senate Bill (SB) 707 (2025) and updating rules which includes:
• modifying participation rules under traditional hybrid/remote participation • allowing for remote participation for just cause;
• allowing for remote participation for multijurisdictional bodies; and • including a reference to the option for accommodation under the ADA The motion carried by verbal roll call vote with Director Wang absent. 6) Power Charge Indifference Adjustment Briefing (Informational) CEO Padilla introduced the item; Maren Wenzel, Director of Regulatory, Policy and Planning, and Adam Pearse, Senior Regulatory Analyst and Associate General Counsel, presented an overview of the PCIA’s purpose and mechanics, the PCIA’s impact to SVCE, and provided a regulatory update.

Staff responded to questions and comments on why all of the investor-owned utilities’ (IOU) old renewable contracts haven’t rolled off yet, inquiry on if there should be an independent financial auditor auditing the PCIA, potential legislative changes, if the PCIA is only for CCAs, the earliest vintage, if any CCAs have gone bankrupt as a result of the PCIA, if there is a sunset date for the PCIA, if the PCIA is unique by service territory for each IOU, lag time for the true-up, and what percentage of the PCIA is legacy contracts.

Chair Klein opened Public Comment.

Bruce Karney commented his belief that the PCIA can be compared to alimony.

Chair Klein closed Public Comment.

Board Member Announcements and Future Agenda Items
None.

Adjourn
Chair Klein adjourned the meeting at 9:03 p.m.

ATTEST:
________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: February 11, 2026 Regular BOD Meeting

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Silicon Valley Clean Energy Authority
Board of Directors Special Meeting
Wednesday, February 11, 2026
6:15 pm
Sunnyvale Civic Center
456 W. Olive Ave
Sunnyvale, CA

DRAFT MEETING MINUTES
Call to Order:

Chair Klein called the meeting to order at 6:17 p.m.

Roll Call

Present:

Larry Klein (Chair), Sunnyvale
Sally Meadows (Vice Chair), Los Altos
Elliot Scozzola, Campbell
George Tyson, Los Altos Hills
Rob Rennie, Los Gatos
Bryan Mekechuk, Monte Sereno
Pat Showalter, Mountain View
Chuck Page, Saratoga
Otto Lee, Santa Clara County

Absent:

R “Ray” Wang, Cupertino
Zach Hilton, Gilroy
Garry Barbadillo, Milpitas
Yvonne Martinez Beltran, Morgan Hill
Public Comment on Matters Not Listed on the Agenda
No speakers.

Regular Calendar
1) Receive Update on Communications and Marketing Strategy (Informational) Monica Padilla, Chief Executive Officer, introduced the item and Pamela Leonard, Deputy Director of Marketing and Communications, presented an overview of SVCE’s communications and marketing strategy and examples of campaigns used to engage customers with SVCE resources, offers, and services.

Deputy Director of Marketing and Communications Leonard provided prompt questions for feedback from the Board which included:

Item 1b Draft Minutes: Feb. 11, 2026 BOD Special Meeting SILICON VALLEY \3/ CLEAN ENERGY

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• At this ten-year juncture, what innovations or achievements are you most proud of? What is the story you’d to like to see told?; and
• What is the SVCE trajectory over the next decade – its role in people’s lives and role in the community?
Board members shared their responses to the prompts, in addition to questions and comments on: SVCE campaigns, messaging, media, program marketing, emission reductions, potential headwinds, marketing strategy, utilizing board member networks, CARE/FERA customer outreach, education, and highlighting customer stories.

Chair Klein opened Public Comment.

Bruce Karney, Mountain View resident, commented on the following: 1) his attendance at the Bay Area Air District’s Stationary Source Committee meeting and his request that SVCE Marketing and Communications staff leverage their communication ability to help build awareness among the public and among elected officials that Rules 9-4 and 9-6 need to be implemented on time, and 2) his experience installing a heat pump HVAC system and his surprise at the cost to properly dispose of old air conditioners, and an ask if other disposal companies can incentivize people to bring in old air conditioners for safe disposal.

Chair Klein closed Public Comment.

Adjourn
Chair Klein adjourned the meeting at 7:05 p.m.

ATTEST:
________________________
Andrea Pizano, Board Secretary
Item 1b Draft Minutes: Feb. 11, 2026 BOD Special Meeting

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Staff Report – Item 1c
Item 1c: Receive January 2026 Treasurer Report
From: Monica Padilla, CEO
Prepared by: Amrit Singh, CFO
Date: 3/11/2026
March 10, 2026 Revision
The January financial statement was revised to adjust power supply costs, reducing them by $2.8 million and increasing the contribution to reserves by the same amount.

Item 1c

REVISED
SILICON VALLEY \3/ CLEAN ENERGY
1 TREASURER REPORT
Fiscal Year to Date
As of January 31, 2026
(Preliminary & Unaudited)
Issue Date: March 11, 2026
Table of Contents
Page
Summary 2-3
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-12
Monthly Change in Net Position 13
Investments Report 14
Customer Accounts and Aging Report 15
Certificate of Compliance 16
SVCE Managed Account & Security Transactions 17-30
Item 1c

REVISED
©

SILICON VALLEY

CLEAN ENERGY
2 > Total Net Position decreased to $527.4 million from $532.2 million at the end of December 2025. > SVCE is investing ~99.6% of available funds, recognizing interest/dividend income of $8M FYTD. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, excludes GASP 96 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance* 601.5 M
Total Interest/Div. Earned FYTD 8.0 M
Average Yield to Maturity** 3.82%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFMAM Portfolio ** Average annualized yield for the current month. Investment yields are measured to maturity at market. *** Displays the starting fiscal year net position on Oct. 1, 2025, of $506.9M. 506.9 M 530.3 M
-440 M
-330 M
-220 M
-110 M
0 M
110 M
220 M
330 M
440 M
550 M
-20 M
-15 M
-10 M
-5 M
0 M
5 M
10 M
15 M
20 M
25 M
30 M
Oct*** Nov Dec Jan Feb Mar Apr May June July Aug Sept Net Position Change in Net Position Change in Net Position*
Net Position (Right Y-Axes) Adjusted Budget (Left Y-Axis)** Actual (Left Y-Axes) 537 533 535 545
435 427 430 442 500
350
120 0
50 100
150
200
250
300
350
400
450
500
550
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Days Cash on Hand (DCOH)
DCOH Including Unspent Earmarked Funds* DCOH Excluding Unspent Earmarked Funds* Maximum Reserves Target Reserves
Minimum Reserves
$8.0 M

2.0 M

1.9 M

1.8 M 1.8 M 1.9 M

2.3 M 2.0 M

1.8 M

0.0 M

1.0 M

2.0 M

3.0 M

4.0 M

5.0 M

6.0 M

7.0 M

8.0 M
$ 0 K
$ 500 K
$ 1,000 K
$ 1,500 K
$ 2,000 K
$ 2,500 K
$ 3,000 K
$ 3,500 K
$ 4,000 K
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income*
Actual Cumulative Adjusted Budget Actual and Accrued Cash Basis Accounting Returns River City Bank
Accounts
7%
California Asset Management
Program (CAMP)
33%
PFM Asset Management Investment
Portfolio
60%
SVCE Accounts
* Earmarked funds are unspent SVCE program and building funds.

DCOH Includes rate stabilization funds. January 2026 reflects sizable collection of receivables and $780K of unsettled trades.

DCOH is computed as Cash and cash equivalents plus investments divided by daily budgeted expenditures.

October, 2025 results are updated per the Adjusted Budget adopted in December 2025. * Accounting returns investment of income includes unrealized mark-to-market gain or loss of the total investment portfolio as per US GAAP, Actual and Accrued Cash Basis excludes mark-to-market gains (losses).

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights ($ in millions)
January 31, 2026

Page 2 ends

Balance Sheet Highlights:
> SVCE operations resulted in a decrease in net position of $4.8 million for the month of January or an increase of $20.3 million for the first four months of the fiscal year 2025-2026 (FYTD).

Item 1c

REVISED
hh
IIllIIII1 1 1 1 1 1 1 I
3 Variance Explanation:
$ in millions Actual Adj. Budget % Dif Actual Adj. Budget % Dif Main Drivers:

Revenue 23.8 M 21.6 M 10% 139.3 M 135.1 M 3%
Power Supply Cost 23.1 M 32.9 M -30% 108.1 M 134.2 M -19% Operating Margin 0.7 M -11.3 M -106% 31.2 M 0.9 M 3246% Operating Expenses (ex Power) 3.1 M 3.6 M -14% 10.6 M 14.4 M -26% Other Non-Op. Expen. (Income) -1.8 M -1.8 M -1% 4.8 M 5.5 M -13% Net Increase in Available Fund
Balance -0.6 M -13.1 M -95% 15.8 M -19.0 M -183%
Customer Load Statistics:

Total Accounts 284,947
Opt-Out Accounts (Month) 19
Opt-Out Accounts (FYTD) 65
Opt-Up Accounts (Month) -
Opt-Up Accounts (FYTD) (19)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
Nuclear & Hanford Prog. Funds
Building Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending the closing of the books for the fiscal year. $ 7,251,000 $ 4,720,552
$ 4,911,889 $ 4,436,244 $ -
$ 8,214,310 $ 13,246,424 $ 5,500,000 $ 467,886
Lower costs are mostly due to decline in energy/attribute prices and the timing of invoicing. Staffing vacancies, underrunning professional services, and lower marketing expenses . Reflects budgetary transfers to program and building funds offset by investment income. Higher YTD customer demand plus $1.3M liquidated damage payments.

January Fiscal YTD
January - higher revenues from improvement in SVCE margins and lower power supply cost.

November - weaker revenues due to lower customer demand were offset by lower power supply cost.

October & December - Primarily due to declines in power supply costs due to lower prices. Additionally, increased customer demand/revenues along with lower operating expenses further improved the net position.
Reflects budgetary transfers to program and building funds offset by higher investment income. $ 7,691,455 $ 7,650,181 $ - $ 41,274
YTD Contributions YTD Expenditures
$ 8,740,312 $ 8,740,312 $ - $ -
$ 475,645
Beginning Balance End Balance
$ 76,714,107 $ 79,244,555

7.6 M7.8 M

7.0 M

12.4 M
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Net Increase in Available Fund Balance
Comparing Actuals to Adjusted Budget
Power Supply

89.7%
Personnel

4.9% Contract
Services

4.1%
G & A

1.0%
Depreciation

0.3%
YTD Operating Expenses
-12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
270
290
310
330
350
370
Retail Sales - Actual vs Mid-Year Budget (GWh)
Retail Sales Budget (GWh) Retail Sales Actual (GWh)
Load deviation from the Budget (Right Y-Axes)
256,675
256,860
257,179
257,400
27,523
27,553
27,541
27,547

94.0%

94.5%

95.0%

95.5%

96.0%

96.5%

97.0%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes)

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
January 31, 2026

Page 3 ends

Summary of Actual Results vs. Adopted Budget (includes allocated but unspent program dollars):
> Operating margin of $28.4 million (or 20%) was significantly above the Adjusted Budget expectations of $0.9M (1%) operating margin for the fiscal year to date. > FY 2025 Power Supply costs were -17% below Adjusted Budget FYTD. > Retail GWh sales landed -2.8% below Adjusted Budget for the month of January but still remained 1% higher for the fiscal year to date.

Item 1c

REVISED
4 Cash & Cash Equivalents* $ 247,624,732
Accounts Receivable, net of allowance 27,894,935
Accrued Revenue 15,970,621
Other Receivables 16,994,179
Prepaid Expenses 6,576,996
Deposits 1,000,317
Investments 92,914,696
Cash equivalents - restricted 1,251,502
Total Current Assets 410,227,978
Noncurrent assets
Investments** 266,527,338
Capital assets, net of depreciation 14,026,888
Total Noncurrent Assets 280,554,226
Total Assets 690,782,204
Current Liabilities
Accrued Cost of Electricity 45,080,487
Accounts Payable 1,910,187
Other accrued liabilities 2,895,367
User Taxes and Energy Surcharges due to other gov'ts 1,127,802 Information technology subscription liability 518,057
Total Current Liabilities 51,531,900
Noncurrent Liabilities
Information technology subscription liability 511,779
Supplier security deposits 8,478,125
Total noncurrent liabilities 8,989,904
Total Liabilities 60,521,804
Rate Stabilization Fund 100,000,000
Net investment in capital assets 14,026,888
Restricted for security collateral 1,251,502
Unrestricted (deficit) 514,982,010
Total Net Position $ 530,260,400
* May not account for securities acquired towards the end of the month but not yet paid. ** May include securities acquired towards the end of the month but not yet paid.

NET POSITION

LIABILITIES

DEFERRED INFLOWS OF RESOURCES

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of January 31, 2026
ASSETS
Current Assets
Item 1c

REVISED
5 Electricity Sales, Net $ 137,124,468
GreenPrime electricity premium 821,245
Liquidated damages 1,349,039
TOTAL OPERATING REVENUES 139,294,752

OPERATING EXPENSES
Cost of Electricity 108,076,818
Contract services 4,944,989
Staff compensation and benefits 5,881,372
Program incentives 3,687,125
Other operating expenses 1,204,206
Depreciation and amortization 318,419
TOTAL OPERATING EXPENSES 124,112,929
OPERATING INCOME(LOSS) 15,181,823

NONOPERATING REVENUES (EXPENSES)
Investment Income 7,968,214
Financing costs (23,041)
TOTAL NONOPERATING REVENUES (EXPENSES) 7,945,173
CHANGE IN NET POSITION 23,126,996
Net Position at beginning of period 507,133,404
Net Position at end of period $ 530,260,400

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2025 through January 31, 2026

OPERATING REVENUES
Item 1c

REVISED
6 Receipts from customers $ 151,642,394
Receipts of liquidated damages 1,349,039
Receipts of wholesale sales 15,581,434
Payments to suppliers for electricity (141,299,952)
Payments of security deposits (90,000)
Payments for other goods and services (8,337,211)
Payments for program incentives (3,915,411)
Payments for staff compensation and benefits (5,871,818) Tax and surcharge payments to other governments (3,938,740) Net cash provided (used) by operating activities 5,119,735

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of subscription liability and related interest (140,408) Acquisition of capital assets (395,321)
Net cash provided (used) by capital and related
financing activities (535,729)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment income received 7,257,422
Proceeds from investment sales 44,109,853
Purchase of investments (122,812,093)
Net cash provided (used) by investing activities (71,444,818) Net change in cash and cash equivalents (66,860,812)
Cash and cash equivalents at beginning of year 315,737,046 Cash and cash equivalents at end of period $ 248,876,234 Reconciliation to the Statement of Net Position
Cash and cash equivalents - unrestricted 247,624,732
Cash equivalents - restricted 1,251,502
Total cash and cash equivalents $ 248,876,234

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2025 through January 31, 2026

CASH FLOWS FROM OPERATING ACTIVITIES
Item 1c

REVISED
7 (Increase) decrease in accounts receivable (4,800,914) (Increase) decrease in accrued revenue 15,126,453
(Increase) decrease in other receivables 9,034,030
(Increase) decrease in prepaid expenses (5,730,989)
(Increase) decrease in current deposits (119,000)
Increase (decrease) in accrued cost of electricity (21,867,253) Increase (decrease) in accounts payable (737,299)
Increase (decrease) in accrued liabilities (717,934)
Increase (decrease) in taxes and surcharges due to other governments (567,601) Net cash provided (used) by operating activities $ 5,119,735

NONCASH INVESTING ACTIVITIES
Change in fair value of investments $ 656,556
Change in interest receivable $ 54,236

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2025 through January 31, 2026

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES
Operating Income (loss) $ 15,181,823
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 318,419
Item 1c

REVISED
8 FYTD FYTD FY 2024-25 FY 2024-25
OPERATING REVENUES Actual* Adjusted Budget $ % Adjusted Budget Remaining Budget Energy Sales $138,504,116 $136,012,673 $ 2,491,443 2% $321,123,118 $182,619,002 Green Prime Premium 821,245 $843,799 (22,554) -3% $2,468,912 1,647,667 Customer bill relief (existing CARE/FERA)* (1,379,648) (1,715,378) 335,730 -20% -$4,268,498 - Other Income 1,349,039 - 1,349,039 n/a $0 (1,349,039)
TOTAL OPERATING REVENUES 139,294,752 135,141,095 4,153,657 3% 319,323,532 182,917,630

ENERGY EXPENSES
Power Supply 108,076,818 134,208,108 (26,131,290) -19% 344,220,910 236,144,092 Operating Margin 31,217,934 932,986 30,284,948 3246% (24,897,378) (53,226,462)

OPERATING EXPENSES
Data Management 1,202,172 1,254,540 (52,368) -4% 3,763,620 2,561,448 PG&E Fees 401,725 522,900 (121,175) -23% 1,568,700 1,166,975 Salaries & Benefits 5,881,372 6,290,123 (408,751) -6% 18,870,370 12,988,998 Professional Services 1,315,730 3,633,919 (2,318,189) -64% 10,901,756 9,586,026 Marketing & Promotions 547,444 782,250 (234,806) -30% 2,346,750 1,799,306 General & Administrative 1,253,697 1,914,010 (660,313) -34% 5,742,030 4,488,333 TOTAL OPERATING EXPENSES 10,602,140 14,397,742 (3,795,602) -26% 43,193,226 32,591,086 OPERATING INCOME/(LOSS) 20,615,794 (13,464,756) 34,080,550 -253% (68,090,604) (88,706,398)

NON-OPERATING REVENUES
Investment Income 7,968,214 7,393,351 574,863 8% 20,882,403 12,914,189 TOTAL NON-OPERATING REVENUES 7,968,214 7,393,351 574,863 8% 20,882,403 12,914,189

NON-OPERATING EXPENSES
Financing 18,489 9,533 8,956 94% 28,600 10,111

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay - 170,667 (170,667) -100% 512,000 512,000 Building Fund 5,500,000 5,500,000 0% 5,500,000 -
Transfer to Programs Fund 7,251,000 7,251,000 - 0% 7,251,000 - TOTAL OTHER USES 12,751,000 12,921,667 (170,667) -1% 13,263,000 512,000

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $ 15,814,519 $ (19,002,605) $ 34,817,124 -183% -$60,499,802 -$76,314,321 * Does not include Customer Bill Relief credit amount for the month of January, 2026 due to billing data processing delay.

Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2025 through January 31, 2026
Item 1c

REVISED
9 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 15,814,519
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (318,419)
Subract program expense not in operating budget (5,237,471) Add back portion of lease payment applied to reduce lease liability 117,367 Add back transfer to Program funds 12,751,000
Add back capital asset acquisition -
Change in Net Position 23,126,996

SILICON VALLEY CLEAN ENERGY AUTHORITY

OPERATING FUND

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2025 through January 31, 2026
Item 1c

REVISED
10 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfers in - General Programs $ 7,251,000 $ 7,251,000 $ - 100.0% Total $ 7,251,000 $ 7,251,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures 22,242,570 4,720,552 17,522,018 21.2% Net increase (decrease) in fund balance $ (14,991,570) $ 2,530,448 Fund balance at beginning of period 76,714,107
Fund balance at end of period $79,244,555

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

Other program expenditures 963,704 475,645 488,059 49.4% Total Program expenditures 963,704 475,645 488,059
Net increase (decrease) in fund balance $ (963,704) $ (475,645) Fund balance at beginning of period 4,911,889
Fund balance at end of period $4,436,244

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2025 through January 31, 2026
BUDGET
BUDGET

SILICON VALLEY CLEAN ENERGY AUTHORITY

GENERAL PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2025 through January 31, 2026
Item 1c

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

Program expenditures 4,500,000 - 4,500,000 0.0%
Net increase (decrease) in fund balance $ (4,500,000) 0 Fund balance at beginning of period 8,740,312
Fund balance at end of period $8,740,312

BUDGET ACTUAL/
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer in - Building Fund $ 5,500,000 $ 5,500,000 $ - 100.0% EXPENDITURES & OTHER USES:

Capital outlay 8,421,000 467,886
Other building expenditures - -
467,886
Net increase (decrease) in fund balance $ (2,921,000) 5,032,114 Fund balance at beginning of period 8,214,310
Fund balance at end of period $13,246,424

BUILDING FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2025 through January 31, 2026

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2025 through January 31, 2026
Item 1c

REVISED
12 BUDGET ACTUAL/
REVENUE & OTHER SOURCES: ACTUAL REMAINING BUDGET
Transfers in - Nuclear Allocation $ - $ -
Transfer in - Hanford Emissions Mitigation Fund $ - $ - $ - n/a Total $ - $ - $ -
EXPENDITURES & OTHER USES:

Program expenditures 2,142,000 41,274 2,100,726
Net increase (decrease) in fund balance $ (2,142,000) -$41,274 Fund balance at beginning of period 7,691,455
Fund balance at end of period $7,650,181
BUDGET

NUCLEAR AND HANFORD PROGAM FUNDS

BUDGETARY COMPARISON SCHEDULE
October 1, 2025 through January 31, 2026
Item 1c

REVISED
13 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 38,508,886 $ 35,571,690 $ 39,479,027 $ 23,564,865 $ - $ - $ - $ - $ - $ - $ - $ - $ 137,124,468 Green electricity premium $ 204,210 $ 186,390 $ 198,040 $ 232,605 $ - $ - $ - $ - $ - $ - $ - $ - 821,245 Liquidated damages $ 5,750 $ 21,750 $ 1,316,832 $ 4,707 $ - $ - $ - $ - $ - $ - $ - $ - 1,349,039 Other Income $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Total operating revenues 38,718,846 35,779,830 40,993,899 23,802,177 - - - - - - - - 139,294,752

OPERATING EXPENSES
Cost of electricity 28,412,034 $ 27,405,294 $ 29,131,307 $ 23,128,183 $ - $ - $ - $ - $ - $ - $ - $ - 108,076,818 Staff compensation and benefits 1,276,785 $ 1,267,182 $ 1,428,500 $ 1,908,905 $ - $ - $ - $ - $ - $ - $ - $ - 5,881,372 Data manager 301,259 $ 299,868 $ 300,270 $ 300,775 $ - $ - $ - $ - $ - $ - $ - $ - 1,202,172 Service fees - PG&E 100,223 $ 100,352 $ 100,467 $ 100,683 $ - $ - $ - $ - $ - $ - $ - $ - 401,725 Consultants and other professional fees 899,290 $ 895,784 $ 816,525 $ 729,493 $ - $ - $ - $ - $ - $ - $ - $ - 3,341,092 Program incentives 1,146,022 $ 394,408 $ 1,199,900 $ 946,795 $ - $ - $ - $ - $ - $ - $ - $ - 3,687,125 Other operating expenses 279,315 $ 291,015 $ 298,184 $ 335,692 $ - $ - $ - $ - $ - $ - $ - $ - 1,204,206 Depreciation 79,605 $ 79,605 $ 79,605 $ 79,604 $ - $ - $ - $ - $ - $ - $ - $ - 318,419 Total operating expenses 32,494,533 30,733,508 33,354,758 27,530,130 - - - - - - - - 124,112,929 Operating income (loss) 6,224,313 5,046,322 7,639,141 (3,727,953) - - - - - - - - 15,181,823

NONOPERATING REVENUES (EXPENSES)
Grant income - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - - Interest income 1,865,552 $ 2,295,828 $ 2,025,849 $ 1,780,985 $ - $ - $ - $ - $ - $ - $ - $ - 7,968,214 Financing costs (3,797) $ (7,922) $ (5,626) $ (5,696) $ - $ - $ - $ - $ - $ - $ - $ - (23,041) Total nonoperating revenues (expenses) 1,861,755 2,287,906 2,020,223 1,775,289 - - - - - - - - 7,945,173 CHANGE IN NET POSITION $ 8,086,068 $ 7,334,228 $ 9,659,364 $ (1,952,664) $ - $ - $ - $ - $ - $ - $ - $ - $ 23,126,996

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2025 through January 31, 2026
Item 1c

REVISED
14 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 40,453,602 $ 39,908,498 $ 40,045,114 $ 49,361,301 $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 204,479,801 $ 198,168,622 $ 198,832,731 $ 199,483,109 $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ 361,652,377 $ 359,561,190 $ 360,891,157 $ 362,655,540 $ - $ - $ - $ - $ - $ - $ - $ - Total Ending Balance $ 606,585,779 $ 597,638,310 $ 599,769,003 $ 611,499,950 $ - $ - $ - $ - $ - $ - $ - $ - Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 3.92% 3.70% 4.07% 4.03%
California Asset Management Program (CAMP) 4.26% 4.10% 3.95% 3.85% PFM Asset Management Investment Portfolio * 3.90% 3.82% 3.74% 3.77% Average Return On Investments: 4.02% 3.91% 3.83% 3.82%
* Yield to Maturity at Market.

Accounting Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 20,457 $ 13,570 $ 56,716 $ 81,302 $ - $ - $ - $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ 825,532 $ 688,821 $ 664,109 $ 650,378 $ - $ - $ - $ - $ - $ - $ - $ - Other Interest Income $ 4,447 $ 3,138 $ 1,919 $ 1,907 $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio * $ 1,017,502 $ 1,590,299 $ 1,303,104 $ 1,047,398 $ - $ - $ - $ - $ - $ - $ - $ - Total Interest and Investment Gains $ 1,867,938 $ 2,295,828 $ 2,025,848 $ 1,780,985 $ - $ - $ - $ - $ - $ - $ - $ - * Includes change in current market value (month over month), accrued interest and money market dividends (as per US GAAP).

Actual and Accrued Cash Basis Returns Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 20,457 $ 13,570 $ 56,716 $ 81,302 $ - $ - $ - $ - $ - $ - $ - $ - Camp Pool Composition (based on market value): $ 825,532 $ 688,821 $ 664,109 $ 650,378 $ - $ - $ - $ - $ - $ - $ - $ - Other Interest Income $ 4,447 $ 3,138 $ 1,919 $ 1,907 $ - $ - $ - $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio * $ 1,111,671 $ 1,125,280 $ 1,086,434 $ 1,159,987 $ - $ - $ - $ - $ - $ - $ - $ - Total Interest and Investment Gains $ 1,962,107 $ 1,830,809 $ 1,809,178 $ 1,893,575 $ - $ - $ - $ - $ - $ - $ - $ - * Includes interest/dividends/coupons received, net realized gains/losses and monthly change in accrued interest.

CAMP Portfolio Statistics
As of January 31, 2026
Beginning of the Month Market Value $ 198,832,731
Ending of The Month Market Value $ 199,483,109
Monthly Distribution Yield 3.85% Weighted Average Maturity (days) 45 PFM Portfolio Statistics
As of January 31, 2026
Portfolio Par Value $ 359,999,161
Portfolio Market Value (icl. Accrued Interest) $ 362,655,540 Yield to Maturity at Cost 4.12%
Yield to Maturity at Market 3.77%
Benchmark Yield* 3.51%
Portfolio Effective Duration (years) 1.33 Weighted Average Maturity (days) 667 *ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:
https://svcleanenergy.org/wp-content/uploads/FP-08_Investments.pdf

10.82%

15.18%

35.41%

27.06%

7.07%

4.46%

0.00%
0%
5%
10%
15%
20%
25%
30%
35%
40%
0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years Maturity Distribution
U.S. Treasury
Bond / Note
37%
Commercial
Paper
9%
CAMP Pool
0%
Federal Agency Com MBS
6%
Supra-National
Agency
0%
Corp. & Bank Notes
26% Certificate of Deposit
4%
Asset-Backed
Security
18%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

35.5%
Certificates of
Deposit, 24.7%
Commercial
Paper, 34.1%
Bank Note,

0.8%
US Treasuries,

1.9%
Money Market
Funds, 0.6%
Federal Agency
Note, 0.2%
Corporate
Notes, 2.1%
Camp Pool Composition (based on market value)

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2025 through January 31, 2026
Item 1c

REVISED
15 October November December January February March April May June July August September YTD Retail Sales Actual (GWh) 330.4 320.7 354.3 349.2 1,355 Retail Sales Budget (GWh) 309.2 327.3 344.7 359.4 335.7 321.8 307.1 305.2 319.1 342.7 350.3 345.9 1,341 Load deviation from the Budget (Right Y-Axes)6.8% -2.0% 2.8% -2.8% 1.0% Customer Participation Rate Res 96.3% 96.3% 96.3% 96.3% Customer Participation Rate Com 96.5% 96.4% 96.5% 96.5% Total Accounts 284,198 284,413 284,720 284,947 284,947
Opt-Out Accounts 14 17 15 19 65
Opt-Up Accounts -7 -6 -6 0 -19

0.10 35.77
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 2/1/2026) Date Amount
<30 days $24,729,258 High 11/29/2021 $7.99M
<60 days $1,470,360 Low 4/17/2020 $2.54M
<90 days $1,043,043 Current 2/1/2026 $6.6 M
<120 days $726,210
Older $3,324,640

January 2026 FYTD
Bad Debt % (Budget )

0.75%
Bad Debt % (Actual)

0.36%

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
Accounts Receivable Days
36 Days
$31,293,511

TOTAL DUE
• Green arrow indicates receipt
of $1.3M in Federal CAPP
funds.
• An additional $717K in CAPP
funding provided in Winter
2023.
• Growth at red arrow indicates
short-term PG&E billing-hold
issue in Fall 2022 that was
quickly resolved.
• Blue arrow marks the
distribution of SVCE One-Time
Customer Bill Credit
'17-'18 '18-'19 '19-'20 '20-'21 21-'22 22-'23 23-'24 24-'25 25-'26 Total (L Axes) 0.3 M 0.4 M 0.4 M 0.6 M 0.9 M 1.5 M 1.5 M 1.6 M 0.5 M % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.33% 0.29% 0.33% 0.36% Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $123,729 $128,286 $131,153 $125,865 $-
$30,000
$60,000
$90,000
$120,000
$150,000
$180,000
$210,000
$240,000

0.0 M

0.2 M

0.4 M

0.6 M

0.8 M

1.0 M

1.2 M

1.4 M

1.6 M

1.8 M
SVCE Write-offs By Fiscal Year
0 M
2 M
4 M
6 M
8 M
10 M
12 M
14 M
16 M
>120 Days 31+ Days
Item 1c

REVISED
16 Item 1c

REVISED
Silicon Valley Clean Energy January 31, 2026
Certificate of Compliance
Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Financial LP Asset and Investment Management ("AIM").

During the reporting period for the month ended January 31, 2026, the account(s) managed by PFM Asset Management ("PFMAM") wereincompliance with the applicable investment policy and guidelines as furnished to PFMAM.

Acknowledged: PFM Asset Management, a division of U.S. Bancorp Asset Management, Inc. 17 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY
01/05/26 01/08/26 CATERPILLAR FINL SERVICE
DTD 01/08/2026 3.700% 01/10/2028
14913UBF6 1,250,000.00 (1,249,350.00) 0.00 (1,249,350.00) 01/06/26 01/13/26 NATIONAL AUSTRALIA BK/NY
DTD 01/13/2026 3.850% 12/13/2028
632525CO2 430,000.00 (429.845.20) 0.00 (429,845.20)
01/07/26 01/12/26 TOYOTA MOTOR CREDIT CORP
DTD 01/12/2026 3.750% 01/12/2028
89236TPF6 1,395,000.00 (1,393,828.20) 0.00 (1,393,828.20) 01/07/26 01/14/26 COOPERAT RABOBANK UA/NY
DTD 01/14/2026 3.743% 01/14/2028
21688ABR2 835,000.00 (835,000.00) 0.00 (835,000.00)
01/08/26 01/13/26 US TREASURY N/B
DTD 12/15/2025 3.500% 12/15/2028
91282CPP0 3,600,000.00 (3,595,640.63) (10,038.46) (3.605,679.09) 01/08/26 01/14/26 GMCAR 2026-1 A2A
DTD 01/14/2026 3.770% 03/16/2029
362970AB1 715,000.00 (714,997.71) 0.00 (714,997.71)
01/12/26 01/15/26 US TREASURY N/B
DTD 12/15/2025 3.500% 12/15/2028
91282CPPO 1,500,000.00 (1,496,015.63) (4,471.15) (1.500,486.78) 01/12/26 01/21/26 HALST 2026-A A3
DTD 01/21/2026 3.970% 12/15/2028
448970AD5 815,000.00 (814,880.52) 0.00 (814,880.52)
01/13/26 01/21/26 TAOT 2026-A A2A
DTD 01/21/2026 3.800% 12/15/2028
89240KAB4 1,665,000.00 (1,664,972.36) 0.00 (1,664,972.36) 01/14/26 01/22/26 BANK OF NY MELLON CORP
(CALLABLE)
DTD 01/22/2026 4.026% 01/22/2030
06406RCG0 340,000.00 (340,000.00) 0.00 (340,000.00)
01/15/26 01/20/26 MORGAN STANLEY (CALLABLE)
DTD 01/20/2026 4.238% 01/09/2030
61748UAR3 675,000.00 (675,000.00) 0.00 (675.000.00)
01/15/26 01/23/26 WELLS FARGO & COMPANY
(CALLABLE)
DTD 01/23/2026 4.182% 01/23/2030
95000U4D2 605.000.00 (605,000.00) 0.00 (605,000.00)
01/21/26 01/26/26 PNC FINANCIAL SERVICES (CALLABLE)
DTD 01/26/2026 4.075% 01/26/2029
693475CG8 800,000.00 (800,000.00) 0.00 (800,000.00)
01/29/26 02/05/26 PACCAR FINANCIAL CORP
DTD 02/05/2026 3.900%
02/05/2029
69371RU38 780.000.00 (779,672.40) 0.00 (779,672.40)
Transaction Type Sub-Total 15,405,000.00 (15,394,202.65) (14,509.61) (15,408,712.26)

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

Account 4025-002 Page 48
18 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP
Principal
Par Proceeds
Accnied
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method
1 INTEREST
01/01/26 01/25/26 FHMS K075 A2
DTD 04/01/2018 3.650% 02/01/2028
3137F4X72 0.00 4,486.46 4,486.46
01/01/26 01/25/26 FHMS K054 A2
DTD 04/01/2016 2.745% 01/01/2026
3137BNGT5 0.00 779.20 779.20
01/01/26 01/25/26 FHMS K074 A2
DTD 03/01/2018 3.600% 01/01/2028
3137F4D41 0.00 2,996.89 2,996.89
01/01/26 01/25/26 FHMS K076 A2
DTD 05/01/2018 3.900% 04/01/2028
3137FEZU7 0.00 3,900.00 3,900.00
01/01/26 01/25/26 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 0.00 312.02 312.02
01/01/26 01/25/26 FHMS K739 A2
DTD 11/01/2020 1.336% 09/01/2027
3137F64P9 0.00 2,617.76 2,617.76
01/01/26 01/25/26 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 0.00 1,934.38 1,934.38
01/01/26 01/25/26 FHMS K057 A2
DTD 09/01/2016 2.570% 07/01/2026
3137BRQ37 0.00 2,299.28 2,299.28
01/01/26 01/25/26 FNA 2018-M2 A2
DTD 02/01/2018 2.928% 01/01/2028
3136BOYM2 0.00 2.808.18 2,808.18
01/01/26 01/25/26 FHMS K737 A2
DTD 01/01/2020 2.525% 10/01/2026
3137FOXJ7 0.00 2,209.37 2,209.37
01/01/26 01/25/26 FHMS K328 A2
DTD 02/01/2020 2.308% 10/01/2027
3137FREE7 0.00 2,361.77 2,361.77
01/01/26 01/25/26 FHMS K066 A2
DTD 08/01/2017 3.117% 06/01/2027
3137F2U3 0.00 2,727.38 2,727.38
01/01/26 01/25/26 FNA 2024-M6 A2
DTD 11/01/2024 2.904% 07/01/2027
3136BTGM9 0.00 4,839.90 4,839.90
01/01/26 01/25/26 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 0.00 572.66 572.66
01/01/26 01/25/26 FHMS K068 A2
DTD 10/01/2017 3.244% 08/01/2027
3137FBBX3 0.00 2,297.83 2,297.83
01/01/26 01/25/26 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 0.00 1,260.51 1,260.51
01/01/26 01/25/26 FHMS K067 A2
DTD 09/01/2017 3.194% 07/01/2027
3137FAWS3 0.00 4,591.38 4,591.38
PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 49
19 Item 1c

INTEREST
01/01/26 01/25/26 FHMS K063 A2
DTD 03/01/2017 3.430% 01/01/2027
3137BVZ82 0.00 6.433.28 6,433.28
01/01/26 01/25/26 FHMS K079 A2
DTD 08/01/2018 3.926% 06/01/2028
3137FGZT5 0.00 4,907.50 4,907.50
01/01/26 01/25/26 FHMS K059 A2
DTD 11/01/2016 3.120% 09/01/2026
3137BSRE5 0.00 1,796.12 1,796.12
01/07/26 01/07/26 CATERPILLAR FINL SERVICE
(CALLABLE)
DTD 01/08/2025 4.500% 01/07/2027
14913UAV2 0.00 22,500.00 22,500.00
01/08/26 01/08/26 CATERPILLAR FINL SERVICE
DTD 01/08/2024 4.500% 01/08/2027
14913UAE0 0.00 7,087.50 7,087.50
01/08/26 01/08/26 JOHN DEERE CAPITAL CORP
DTD 01/09/2025 4.500% 01/08/2027
24422EXY0 0.00 13,500.00 13,500.00
01/08/26 01/08/26 JOHN DEERE CAPITAL CORP
DTD 01/08/2024 4.500% 01/08/2027
24422EXF1 0.00 9,000.00 9,000.00
01/09/26 01/09/26 MERCEDES-BENZ FIN NA
DTD 01/11/2024 4.900% 01/09/2026
58769JAP2 0.00 19.600.00 19,600.00
01/09/26 01/09/26 COOPERAT RABOBANK UA/NY
DTD 01/09/2024 4.850% 01/09/2026
21688ABA9 0.00 14,550.00 14,550.00
01/09/26 01/09/26 AMERICAN HONDA FINANCE
DTD 07/10/2024 4.900% 07/09/2027
02665WFK2 0.00 19.600.00 19,600.00
01/10/26 01/10/26 UBS AG STAMFORD CT (CALLABLE)
DTD 01/10/2025 4.864% 01/10/2028
90261AAD4 0.00 14,105.60 14,105.60
01/12/26 01/12/26 MORGAN STANLEY BANK NA
(CALLABLE)
DTD 01/21/2025 5.016% 01/12/2029
61690DK72 0.00 17,054.40 17,054.40
01/15/26 01/15/26 BAAT2024-1AA3
DTD 05/22/2024 5.350% 11/15/2028
09709AAC6 0.00 468.07 468.07
01/15/26 01/15/26 US TREASURY N/B
DTD 01/15/2025 4.250% 01/15/2028
91282CMF5 0.00 56,312.50 56,312.50
01/15/26 01/15/26 CHAIT 2023-Al A
DTD 09/15/2023 5.160% 09/15/2028
161571HT4 0.00 3,461.50 3,461.50
01/15/26 01/15/26 US TREASURY N/B
DTD 07/15/2024 4.375% 07/15/2027
91282CKZ3 0.00 21,875.00 21,875.00
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 50
20 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description
Principal
CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L Sale
Amort Cost Method

INTEREST
DTD 10/15/2025 3.910% 02/15/2029
01/15/26 01/15/26 AMXCA 2025-4 A
DTD 07/22/2025 4.300% 07/15/2030
025823KV1 0.00 2.938.33 2,938.33
01/15/26 01/15/26 WOART 2024-C A2A
DTD 08/20/2024 4.780% 01/18/2028
98164NAB1 0.00 901.27 901.27
01/15/26 01/15/26 HART 2024-B A2A
DTD 07/24/2024 5.150% 06/15/2027
44934OAB7 0.00 492.87 492.87
01/15/26 01/15/26 HART 2025-A A3
DTD 03/12/2025 4.320% 10/15/2029
44935CAD3 0.00 6,102.00 6,102.00
01/15/26 01/15/26 HAROT 2024-4 A2
DTD 10/24/2024 4.560% 03/15/2027
43816DAB1 0.00 1.787.34 1,787.34
01/15/26 01/15/26 FORDO 2025-A A2A
DTD 03/25/2025 4.470% 12/15/2027
34535KAB4 0.00 6,053.70 6,053.70
01/15/26 01/15/26 US TREASURY N/B
DTD 01/16/2024 4.000% 01/15/2027
91282CJT9 0.00 70,000.00 70,000.00
01/15/26 01/15/26 KCOT 2025-2A A2
DTD 06/25/2025 4.480% 04/17/2028
50117LAB4 0.00 1,120.00 1,120.00
01/15/26 01/15/26 HART 2022-C A3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 0.00 384.26 384.26
01/15/26 01/15/26 COPAR 2024-1 A2A
DTD 11/26/2024 4.610% 10/15/2027
14O43NAB5 0.00 513.03 513.03
01/15/26 01/15/26 CHAIT 2024-Al A
DTD 01/31/2024 4.600% 01/15/2029
161571HV9 0.00 2,664.17 2,664.17
01/15/26 01/15/26 TAOT 2025-D A3
DTD 10/23/2025 3.840% 06/17/2030
89231GADO 0.00 4,704.00 4,704.00
01/15/26 01/15/26 AMXCA 2024-1 A
DTD 04/23/2024 5.230% 04/16/2029
02582JKH2 0.00 3,116.21 3,116.21
01/15/26 01/15/26 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 0.00 1,239.43 1,239.43
01/15/26 01/15/26 USAOT 2025-A A3
DTD 10/09/2025 3.950% 12/17/2029
90327HAC3 0.00 1,497.71 1,497.71
01/15/26 01/15/26 TAOT 2025-A A2A
DTD 01/29/2025 4.480% 11/15/2027
89240JAB7 0.00 3,672.97 3,672.97
01/15/26 01/15/26 WOART 2025-D A2A 98165HAB3 0.00 6,516.67 6,516.67 PPM Asset Management, a division of
U.S. Bancorp Asset Management. Inc.

Account 4025-002 Page 51
21 Item 1c

INTEREST
01/15/26 01/15/26 BACCT 2023-A2 A2
DTD 12/14/2023 4.980% 11/15/2028
05522RDH8 0.00 1,473.25 1,473.25
01/15/26 01/15/26 WFOT 2025-Al A
DTD 06/10/2025 4.340% 05/15/2030
929700AJ4 0.00 4,068.75 4,068.75
01/15/26 01/15/26 TAOT 2024-A A3
DTD 01/30/2024 4.830% 10/16/2028
89238DAD0 0.00 1,126.22 1,126.22
01/15/26 01/15/26 ALLYA 2024-2 A3
DTD 09/27/2024 4.140% 07/16/2029
02007NAC2 0.00 2,263.65 2,263.65
01/15/26 01/15/26 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
50117BAB6 0.00 373.17 373.17
01/15/26 01/15/26 NAROT 2025-A A3
DTD 05/27/2025 4.490% 12/17/2029
65481GAD7 0.00 4,620.96 4,620.96
01/15/26 01/15/26 FORDO 2024-C A2A
DTD 09/20/2024 4.320% 08/15/2027
34532UAB5 0.00 949.08 949.08
01/15/26 01/15/26 WFOT 2024-A2 A
DTD 10/24/2024 4.290% 10/15/2029
9297OOAE5 0.00 2,341.63 2,341.63
01/15/26 01/15/26 BAAT2023-2AA3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 0.00 2,608.38 2,608.38
01/15/26 01/15/26 COMET 2024-Al A
DTD 09/24/2024 3.920% 09/15/2029
14041NGE5 0.00 4,736.67 4,736.67
01/15/26 01/15/26 TAOT 2024-D A2A
DTD 10/17/2024 4.550% 08/16/2027
89239TAB8 0.00 762.74 762.74
01/15/26 01/15/26 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531OAB5 0.00 1,102.13 1,102.13
01/15/26 01/15/26 FORDO 2025-C A3
DTD 11/25/2025 3.900% 06/15/2030
34535LAD8 0.00 3,152.50 3,152.50
01/15/26 01/15/26 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 0.00 915.42 915.42
01/15/26 01/15/26 WOART 2025-A A2A
DTD 01/29/2025 4.490% 04/17/2028
98164YAB7 0.00 2,422.84 2,422.84
01/15/26 01/15/26 HART 2024-C A2A
DTD 10/16/2024 4.530% 09/15/2027
448976AB6 0.00 1,390.39 1,390.39
01/15/26 01/15/26 HAROT 2025-4 A3
DTD 11/12/2025 3.980% 06/17/2030
43814XAD5 0.00 5,041.33 5,041.33
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 52
22 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month E ndinq January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio -4025-002 -(12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Aniort Cost Method 1 INTEREST
01/15/26 01/15/26 HART 2025-C A2A
DTD 09/17/2025 3.970% 07/17/2028
449353AB2 0.00 8,237.75 8,237.75
01/15/26 01/15/26 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 0.00 1,131.42 1,131.42
01/15/26 01/15/26 ALLYA 2024-1 A3
DTD 03/13/2024 5.080% 12/15/2028
02008FAC8 0.00 1.188.84 1,188.84
01/15/26 01/15/26 X)HN DEERE CAPITAL CORP
DTD 09/06/2024 4.200% 07/15/2027
24422EXV6 0.00 12,285.00 12,285.00
01/15/26 01/15/26 MASTERCARD INC (CALLABLE)
DTD 09/05/2024 4.100% 01/15/2028
57636OBA1 0.00 7,585.00 7,585.00
01/15/26 01/15/26 COMET 2025-Al A
DTD 09/16/2025 3.820% 09/15/2030
14O41NGF2 0.00 3,835.92 3,835.92
01/15/26 01/15/26 AMXCA 2025-1 A
DTD 02/11/2025 4.560% 12/17/2029
02582JKM1 0.00 6,137.00 6,137.00
01/15/26 01/15/26 WOART 2025-C A2A
DTD 08/13/2025 4.190% 10/16/2028
981936AB3 0.00 2,863.17 2,863.17
01/15/26 01/15/26 UNITEDHEALTH GROUP INC
DTD 07/25/2024 4.750% 07/15/2026
91324PFF4 0.00 6,531.25 6,531.25
01/15/26 01/15/26 COPAR 2025-1 A3
DTD 11/05/2025 3.850% 07/15/2030
14043YAD7 0.00 2,630.83 2,630.83
01/15/26 01/15/26 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 0.00 2.784.96 2,784.96
01/15/26 01/15/26 TAOT 2024-C A2A
DTD 07/30/2024 5.160% 05/17/2027
89237OAB6 0.00 234.02 234.02
01/15/26 01/15/26 KCOT 2024-2A A2
DTD 06/25/2024 5.450% 04/15/2027
50117DAB2 0.00 492.94 492.94
01/15/26 01/15/26 FORDO 2024-D A2A
DTD 11/22/2024 4.590% 10/15/2027
34535VAB0 0.00 1,041.70 1,041.70
01/15/26 01/15/26 NAROT 2024-B A2A
DTD 10/23/2024 4.510% 06/15/2027
65479WAB0 0.00 1,441.93 1,441.93
01/15/26 01/15/26 AMXCA 2025-2 A
DTD 05/13/2025 4.280% 04/15/2030
025823KP4 0.00 3,727.17 3,727.17
01/15/26 01/15/26 MBART 2025-1 A2A
DTD 01/23/2025 4.500% 02/15/2028
58773DAB0 0.00 3.615.63 3,615.63
PFM Asset Management a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 53
23 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
CUSIP
Principal
Par Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Security Description Method

INTEREST
01/15/26 01/15/26 DCENT 2023-Al A
DTD 04/11/2023 4.310% 03/15/2028
254683CY9 0.00 4,669.17 4,669.17
01/15/26 01/15/26 WFCIT 2024-Al A
DTD 03/01/2024 4.940% 02/15/2029
92970OAA3 0.00 3,807.92 3,807.92
01/15/26 01/15/26 HART 2025-D A3
DTD 11/12/2025 3.990% 09/16/2030
44891XAD9 0.00 5,253.50 5,253.50
01/15/26 01/15/26 BACCT 2024-Al A
DTD 06/13/2024 4.930% 05/15/2029
05522RDJ4 0.00 4,231.58 4,231.58
01/15/26 01/15/26 KCOT 2025-1A A2
DTD 02/19/2025 4.610% 12/15/2027
50117FAB7 0.00 2,181.72 2,181.72
01/15/26 01/15/26 AMXCA 2023-3 A
DTD 09/19/2023 5.230% 09/15/2028
025823KD1 0.00 3,595.62 3,595.62
01/15/26 01/15/26 US TREASURY N/B
DTD 07/15/2025 3.875% 07/15/2028
91282CNM9 0.00 62,968.75 62,968.75
01/16/26 01/16/26 GMCAR 2025-4 A2A
DTD 11/05/2025 3.880% 12/18/2028
36273EAB9 0.00 9.037.17 9,037.17
01/16/26 01/16/26 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 0.00 368.55 368.55
01/16/26 01/16/26 GMCAR 2025-1 A2A
DTD 01/15/2025 4.440% 01/18/2028
362955AB2 0.00 2,574.32 2,574.32
01/16/26 01/16/26 GMCAR 2024-4 A2A
DTD 10/16/2024 4.530% 10/18/2027
38014AAB7 0.00 802.88 802.88
01/16/26 01/16/26 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 0.00 1,597.83 1,597.83
01/16/26 01/16/26 GMCAR 2024-3 A2A
DTD 07/10/2024 5.350% 06/16/2027
38013KAB6 0.00 219.56 219.56
01/17/26 01/17/26 ADOBE INC (CALLABLE)
DTD 01/17/2025 4.750% 01/17/2028
00724PAH2 0.00 31.825.00 31,825.00
01/20/26 01/20/26 PILOT 2025-1A A3
DTD 05/21/2025 4.610% 10/20/2028
73329KAD8 0.00 1,383.00 1,383.00
01/20/26 01/20/26 BAAT2025-1AA3
DTD 05/12/2025 4.350% 11/20/2029
05594BAD8 0.00 1,015.00 1,015.00
01/20/26 01/20/26 VALET 2025-1 A2A
DTD 03/25/2025 4.510% 01/20/2028
92868MAB5 0.00 4,939.71 4,939.71
PFM Asset Management, a division of
U.S. Bancorp Asset Management. Inc.

Account 4025-002 Page 54
24 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description
Principal
CUSIP Par Proceeds
Accrued
Interest Total
Realized G/L Realized G/L Sale
Cost Amort Cost Method

INTEREST
DTD 06/10/2025 4.430% 06/26/2028
01/20/26 01/20/26 VALET 2025-2 A3
DTD 11/25/2025 3.920% 03/20/2030
92869OAD1 0.00 4,050.67 4,050.67
01/20/26 01/20/26 TMUST 2025-2A A
DTD 08/06/2025 4.340% 04/22/2030
87268MAA3 0.00 1,862.58 1,862.58
01/20/26 01/20/26 VZMT 2025-3 A1A
DTD 03/31/2025 4.510% 03/20/2030
92348KDY6 0.00 5,675.08 5,675.08
01/20/26 01/20/26 VALET 2024-1 A2A
DTD 11/26/2024 4.650% 11/22/2027
92868RAB4 0.00 2,626.56 2,626.56
01/20/26 01/20/26 VZMT 2025-9 A1A
DTD 11/25/2025 3.960% 10/21/2030
92348KEV1 0.00 4,686.00 4,686.00
01/21/26 01/21/26 HAROT 2025-1 A2
DTD 02/11/2025 4.530% 08/23/2027
43814VAB3 0.00 6,922.62 6,922.62
01/21/26 01/21/26 COOPERAT RABOBANK UA/NY
DTD 01/21/2025 4.883% 01/21/2028
21688ABK7 0.00 32.960.25 32,960.25
01/21/26 01/21/26 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 0.00 652.97 652.97
01/21/26 01/21/26 HAROT 2024-3 A2
DTD 08/21/2024 4.890% 02/22/2027
43813YAB8 0.00 615.66 615.66
01/21/26 01/21/26 HAROT 2025-3 A2A
DTD 08/12/2025 4.190% 03/21/2028
43813OAB5 0.00 5,569.21 5,569.21
01/21/26 01/21/26 PNC BANK NA (CALLABLE)
DTD 07/21/2025 4.429% 07/21/2028
69353RFZ6 0.00 5,536.25 5,536.25
01/22/26 01/22/26 PFAST 2025-1A A2A
DTD 10/24/2025 3.910% 03/22/2029
732911AB8 0.00 8.862.67 8,862.67
01/22/26 01/22/26 PFAST 2024-1A A2A
DTD 12/13/2024 4.450% 01/24/2028
73328EAB7 0.00 219.59 219.59
01/23/26 01/23/26 PNC FINANCIAL SERVICES (CALLABLE)
DTD 07/23/2024 5.102% 07/23/2027
693475BY0 0.00 21.045.75 21,045.75
01/24/26 01/24/26 TRUISTBANK (CALLABLE)
DTD 07/24/2025 4.420% 07/24/2028
89788JAF6 0.00 13,812.50 13,812.50
01/25/26 01/25/26 CHAOT 2024-3A A2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 0.00 128.55 128.55
01/25/26 01/25/26 BMWLT 2025-1 A3 096912AD2 0.00 1.827.38 1,827.38 PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 55
25 Item 1c

REVISED
\ /1I |
Managed Account Security Transactions & Interest For the Month Endinq January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method

INTEREST
01/25/26 01/25/26 CHAOT 2024-4A A2
DTD 07/30/2024 5.250% 09/27/2027
16144YAB4 0.00 172.29 172.29
01/25/26 01/25/26 CHAOT 2025-1A A3
DTD 07/30/2025 4.290% 06/25/2030
16145NAC5 0.00 2.717.00 2,717.00
01/25/26 01/25/26 CHAOT 2025-2A A2
DTD 10/29/2025 3.910% 12/26/2028
16144MAC8 0.00 6,565.54 6,565.54
01/25/26 01/25/26 CHAOT 2024-5A A2
DTD 09/24/2024 4.400% 11/26/2027
16144OAB1 0.00 220.21 220.21
01/25/26 01/25/26 BMWOT 2024-A A3
DTD 06/11/2024 5.180% 02/26/2029
096919AD7 0.00 3,042.01 3,042.01
01/25/26 01/25/26 BMWOT 2025-A A2A
DTD 02/12/2025 4.430% 10/25/2027
096924AB1 0.00 1,816.37 1,816.37
01/26/26 01/26/26 BANK OF NY MELLON CORP
(CALLABLE)
DTD 01/26/2022 2.050% 01/26/2027
06406RBA4 0.00 12,812.50 12,812.50
01/26/26 01/26/26 GOLDMAN SACHS GROUP INC
(CALLABLE)
DTD 01/26/2017 3.850% 01/26/2027
38141GWB6 0.00 16,362.50 16,362.50
01/26/26 01/26/26 BLACKROCK FUNDING INC (CALLABLE)
DTD 07/26/2024 4.600% 07/26/2027
09290DAH4 0.00 11,385.00 11,385.00
01/27/26 01/27/26 MORGAN STANLEY
DTD 07/25/2016 3.125% 07/27/2026
61761J3R8 0.00 14.062.50 14,062.50
01/30/26 01/30/26 HONEYWELL INTERNATIONAL
(CALLABLE)
DTD 08/01/2024 4.650% 07/30/2027
438516CX2 0.00 11,276.25 11,276.25
01/31/26 01/31/26 US TREASURY N/B
DTD 07/31/2025 3.875% 07/31/2027
91282CNP2 0.00 38,750.00 38,750.00
Transaction Type Sub-Total 0.00 870,771.78 870,771.78

MATURITY
01/09/26 01/09/26 COOPERAT RABOBANK UA/NY
DTD 01/09/2024 4.850% 01/09/2026
21688ABA9 600,000.00 600,000.00 0.00 600,000.00 228.00 0.00 01/09/26 01/09/26 MERCEDES-BENZ FIN NA
DTD 01/11/2024 4.900% 01/09/2026
58769JAP2 800,000.00 800,000.00 0.00 800,000.00 296.00 0.00 PPM Asset Management, a division of
U.S. Bancorp Asset Management. Inc.

Account 4025-002 Page 56
26 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method
Transaction Type Sub-Total 1,400,000.00 1,400,000.00 0.00 1,400,000.00 524.00 0.00

PAYDOWNS
01/01/26 01/25/26 FHMS KJ28 A2
DTD 02/01/2020 2.308% 10/01/2027
3137FREE7 101,269.87 101,269.87 0.00 101,269.87 3,730.34 2,538.66 01/01/26 01/25/26 FHMS K057 A2
DTD 09/01/2016 2.570% 07/01/2026
3137BROJ7 2,000.63 2,000.63 0.00 2,000.63 130.28 27.40
01/01/26 01/25/26 FHMS K069 A2
DTD 11/01/2017 3.187% 09/01/2027
3137FBU79 1,253.77 1,253.77 0.00 1,253.77 60.63 33.55
01/01/26 01/25/26 FHMS K739 A2
DTD 11/01/2020 1.336% 09/01/2027
3137F64P9 2,501.98 2,501.98 0.00 2,501.98 192.05 118.31 01/01/26 01/25/26 FHMS K058 Al
DTD 11/01/2016 2.340% 07/01/2026
3137BSP64 14,168.90 14,168.90 0.00 14,168.90 726.15 141.89 01/01/26 01/25/26 FHMS K059 A2
DTD 11/01/2016 3.120% 09/01/2026
3137BSRE5 29,388.02 29,388.02 0.00 29,388.02 1,553.20 428.91 01/01/26 01/25/26 FHMS K054 A2
DTD 04/01/2016 2.745% 01/01/2026
3137BNGT5 340,634.03 340,634.01 0.00 340,634.01 17.231.27 522.14 01/01/26 01/25/26 FHMS K063 A2
DTD 03/01/2017 3.430% 01/01/2027
3137BVZ82 9,966.93 9,966.93 0.00 9,966.93 215.69 98.42
01/01/26 01/25/26 FHMS K736 A2
DTD 09/01/2019 2.282% 07/01/2026
3137FNWX4 9,070.60 9,070.60 0.00 9,070.60 654.43 132.97 01/01/26 01/25/26 FHMS K065 Al
DTD 07/01/2017 2.864% 10/01/2026
3137F1G36 22,922.04 22,922.04 0.00 22,922.04 989.41 287.28 01/01/26 01/25/26 FNA 2018-M2 A2
DTD 02/01/2018 2.928% 01/01/2028
3136B0YM2 1,466.60 1,466.60 0.00 1,466.60 41.60 31.25
01/01/26 01/25/26 FHMS K074 A2
DTD 03/01/2018 3.600% 01/01/2028
3137F4D41 1,761.26 1.761.26 0.00 1,761.26 37.77 27.54
01/15/26 01/15/26 HART 2024-B A2A
DTD 07/24/2024 5.150% 06/15/2027
44934OAB7 36,532.11 36,532.11 0.00 36,532.11 1.48 0.75
01/15/26 01/15/26 ALLYA 2023-1 A3
DTD 07/19/2023 5.460% 05/15/2028
02007WAC2 23,082.93 23,082.93 0.00 23,082.93 165.91 85.03 01/15/26 01/15/26 HAROT 2024-4 A2
DTD 10/24/2024 4.560% 03/15/2027
43816DAB1 131,581.75 131,581.75 0.00 131,581.75 8.97 4.48 01/15/26 01/15/26 NAROT 2024-B A2A
DTD 10/23/2024 4.510% 06/15/2027
65479WAB0 86,042.21 86,042.21 0.00 86,042.21 6.87 3.77
PPM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 57
27 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Security Description Method

PAYDOWNS
01/15/26 01/15/26 TAOT 2024-A A3
DTD 01/30/2024 4.830% 10/16/2028
89238DAD0 18,900.87 18,900.87 0.00 18,900.87 3.78 2.29
01/15/26 01/15/26 FORDO 2023-C A3
DTD 11/21/2023 5.530% 09/15/2028
344940AD3 20,061.56 20,061.56 0.00 20,061.56 4.31 2.48
01/15/26 01/15/26 ALLYA 2024-2 A3
DTD 09/27/2024 4.140% 07/16/2029
02007NAC2 43.010.25 43,010.25 0.00 43,010.25 4.45 3.22
01/15/26 01/15/26 TAOT 2024-C A2A
DTD 07/30/2024 5.160% 05/17/2027
89237OAB6 22.418.96 22,418.96 0.00 22,418.96 0.21 0.09
01/15/26 01/15/26 BAAT 2023-2A A3
DTD 11/21/2023 5.740% 06/15/2028
06054YAC1 48,113.07 48,113.07 0.00 48,113.07 0.87 0.43
01/15/26 01/15/26 FORDO 2025-A A2A
DTD 03/25/2025 4.470% 12/15/2027
34535KAB4 172,924.65 172,924.65 0.00 172,924.65 10.24 7.29 01/15/26 01/15/26 FORDO 2024-D A2A
DTD 11/22/2024 4.590% 10/15/2027
34535VAB0 42,350.37 42.350.37 0.00 42,350.37 2.07 1.28
01/15/26 01/15/26 KCOT 2025-1A A2
DTD 02/19/2025 4.610% 12/15/2027
50117FAB7 42,009.65 42,009.65 0.00 42,009.65 5.25 3.62
01/15/26 01/15/26 MBART 2025-1 A2A
DTD 01/23/2025 4.500% 02/15/2028
58773DABO 161,238.13 161.238.13 0.00 161,238.13 3.89 2.56 01/15/26 01/15/26 BAAT 2024-1A A3
DTD 05/22/2024 5.350% 11/15/2028
09709AAC6 8,264.73 8.264.73 0.00 8,264.73 1.35 0.87
01/15/26 01/15/26 ALLYA 2024-1 A3
DTD 03/13/2024 5.080% 12/15/2028
02008FAC8 20,485.21 20,485.21 0.00 20,485.21 2.97 1.88
01/15/26 01/15/26 TAOT 2023-D A3
DTD 11/14/2023 5.540% 08/15/2028
89239FAD4 13,390.42 13,390.42 0.00 13,390.42 1.44 0.80
01/15/26 01/15/26 WOART 2024-C A2A
DTD 08/20/2024 4.780% 01/18/2028
98164NAB1 60,648.99 60,648.99 0.00 60,648.99 1.29 0.70
01/15/26 01/15/26 KCOT 2024-2A A2
DTD 06/25/2024 5.450% 04/15/2027
50117DAB2 22,685.92 22,685.92 0.00 22,685.92 2.58 1.18
01/15/26 01/15/26 KCOT 2024-1A A2
DTD 02/21/2024 5.390% 01/15/2027
5O117BAB6 56,129.06 56,129.06 0.00 56,129.06 0.74 0.22
01/15/26 01/15/26 HDMOT 2023-B A3
DTD 09/27/2023 5.690% 08/15/2028
41285YAC9 44,662.03 44,662.03 0.00 44,662.03 10.10 53.39 01/15/26 01/15/26 FORDO 2024-C A2A
DTD 09/20/2024 4.320% 08/15/2027
34532UAB5 48,927.55 48,927.55 0.00 48,927.55 1.96 1.05
PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 58
28 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method

PAYDOWNS
01/15/26 01/15/26 TAOT 2024-D A2A
DTD 10/17/2024 4.550% 08/16/2027
89239TAB8 40,587.00 40,587.00 0.00 40.587.00 2.64 1.49
01/15/26 01/15/26 TAOT 2025-A A2A
DTD 01/29/2025 4.480% 11/15/2027
89240JAB7 138.355.75 138,355.75 0.00 138,355.75 6.42 4.13 01/15/26 01/15/26 WOART 2025-A A2A
DTD 01/29/2025 4.490% 04/17/2028
98164YAB7 94,088.41 94,088.41 0.00 94,088.41 2.62 1.81
01/15/26 01/15/26 COPAR 2024-1 A2A
DTD 11/26/2024 4.610% 10/15/2027
14O43NAB5 28.461.00 28,461.00 0.00 28,461.00 1.20 0.72
01/15/26 01/15/26 HART2022-CA3
DTD 11/09/2022 5.390% 06/15/2027
44933DAD3 22,718.40 22,718.40 0.00 22,718.40 174.83 68.11 01/15/26 01/15/26 HART 2024-C A2A
DTD 10/16/2024 4.530% 09/15/2027
448976AB6 59,510.34 59,510.34 0.00 59,510.34 3.61 2.10
01/15/26 01/15/26 FORDO 2024-B A2A
DTD 06/24/2024 5.400% 04/15/2027
34531OAB5 113,052.09 113,052.09 0.00 113,052.09 8.46 3.82 01/16/26 01/16/26 GMCAR 2024-3 A2A
DTD 07/10/2024 5.350% 06/16/2027
38013KAB6 49,246.23 49,246.24 0.00 49,246.24 0.14 0.01
01/16/26 01/16/26 GMCAR 2024-1 A3
DTD 01/17/2024 4.850% 12/18/2028
36268GAD7 6.891.73 6,891.73 0.00 6.891.73 1.39 0.86
01/16/26 01/16/26 GMCAR 2024-4 A2A
DTD 10/16/2024 4.530% 10/18/2027
38014AAB7 48.607.77 48,607.77 0.00 48.607.77 2.03 1.15
01/16/26 01/16/26 GMCAR 2025-1 A2A
DTD 01/15/2025 4.440% 01/18/2028
362955AB2 116,755.46 116,755.46 0.00 116,755.46 11.13 7.38 01/16/26 01/16/26 GMCAR 2023-4 A3
DTD 10/11/2023 5.780% 08/16/2028
379930AD2 26,460.24 26,460.24 0.00 26,460.24 5.44 3.04
01/20/26 01/20/26 VALET 2024-1 A2A
DTD 11/26/2024 4.650% 11/22/2027
92868RAB4 87,814.79 87,814.79 0.00 87,814.79 1.41 0.77
01/20/26 01/20/26 VALET 2025-1 A2A
DTD 03/25/2025 4.510% 01/20/2028
92868MAB5 142,842.56 142.842.56 0.00 142,842.56 4.51 3.00 01/21/26 01/21/26 HAROT 2024-3 A2
DTD 08/21/2024 4.890% 02/22/2027
43813YAB8 63,580.23 63,580.23 0.00 63,580.23 4.98 2.21
01/21/26 01/21/26 HAROT 2025-1 A2
DTD 02/11/2025 4.530% 08/23/2027
43814VAB3 244,624.01 244,624.01 0.00 244.624.01 10.64 6.74 01/21/26 01/21/26 HAROT 2023-4 A3
DTD 11/08/2023 5.670% 06/21/2028
438123AC5 10,645.12 10,645.12 0.00 10,645.12 1.87 1.03
PFM Asset Management, a division of
U.S. Bancorp Asset Management. Inc.

Account 4025-002 Page 59
29 Item 1c

REVISED
Managed Account Security Transactions & Interest For the Month Ending January 31, 2026 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Aniort Cost
Sale
Trade Settle Method

PAYDOWNS
01/22/26 01/22/26 PFAST 2025-1A A2A
DTD 10/24/2025 3.910% 03/22/2029
7329UAB8 263,907.68 263,907.68 0.00 263,907.68 13.12 11.77 01/22/26 01/22/26 PFAST 2024-1A A2A
DTD 12/13/2024 4.450% 01/24/2028
73328EAB7 50.108.96 50,108.96 0.00 50,108.96 4.27 2.78
01/25/26 01/25/26 CHAOT 2024-3A A2
DTD 06/27/2024 5.530% 09/27/2027
16144LAB2 27,895.16 27,895.16 0.00 27,895.16 0.24 0.09
01/25/26 01/25/26 CHAOT 2024-5A A2
DTD 09/24/2024 4.400% 11/26/2027
16144OAB1 21,489.86 21,489.86 0.00 21,489.86 1.91 1.13
01/25/26 01/25/26 BMWOT 2024-A A3
DTD 06/11/2024 5.180% 02/26/2029
096919AD7 50,757.13 50,757.13 0.00 50.757.13 7.71 5.20
01/25/26 01/25/26 CHAOT 2024-4A A2
DTD 07/30/2024 5.250% 09/27/2027
16144YAB4 33,396.75 33,396.75 0.00 33,396.75 3.12 1.71
01/25/26 01/25/26 BMWOT 2025-A A2A
DTD 02/12/2025 4.430% 10/25/2027
096924AB1 77,703.20 77,703.20 0.00 77,703.20 5.94 3.92
Transaction Type Sub-Total 3,479,364.92 3,479,364.91 0.00 3,479,364.91 26,083.18 4,700.67 SELL
01/07/26 01/08/26 US TREASURY N/B
DTD 07/31/2024 4.375% 07/31/2026
91282CLB5 600,000.00 602.742.19 11,484.38 614,226.57 (1,968.75) 1,353.52 FIFO 01/08/26 01/13/26 US TREASURY N/B
DTD 07/31/2024 4.375% 07/31/2026
91282CLB5 1,450,000.00 1.456.287.11 28,615.83 1,484,902.94 (5,097.65) 3.010.81 FIFO 01/12/26 01/13/26 US TREASURY N/B
DTD 09/03/2024 3.750% 08/31/2026
91282CLH2 725,000.00 725,651.37 10,138.98 735,790.35 6,938.48 2,875.78 FIFO 01/12/26 01/13/26 US TREASURY N/B
DTD 08/15/2023 4.375% 08/15/2026
91282CHU8 1,700,000.00 1,707.437.50 30,518.00 1.737,955.50 22,777.34 10,468.64 FIFO 01/13/26 01/14/26 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 250,000.00 251.699.22 3.864.81 255,564.03 2.373.05 1,899.97 FIFO 01/13/26 01/14/26 US TREASURY N/B
DTD 09/03/2024 3.750% 08/31/2026
91282CLH2 1.275.000.00 1.275.946.29 17.962.71 1.293,909.00 12.002.93 4,841.23 FIFO 01/16/26 01/20/26 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 1,300,000.00 1.308.277.34 21.093.58 1.329,370.92 11.781.24 9,295.72 FIFO 01/20/26 01/21/26 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 450,000.00 452,900.39 7,359.11 460,259.50 4,113.28 3,251.43 FIFO PFM Asset Management, a division of
U.S. Bancorp Asset Management, Inc.

Account 4025-002 Page 60
30 Item 1c

REVISED
V\J_To
Managed Account Security Transactions & interest i ui u ic riuiiui cnumy Jdiiiidf y zuzu Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Ainort Cost Method 1 SELL
01/20/26 01/21/26 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 275,000.00 276,772.46 4,497.24 281,269.70 2,470.70 1,979.91 FIFO 01/21/26 01/22/26 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 300,000.00 301,875.00 4,944.41 306,819.41 2,636.72 2.100.36 FIFO 01/22/26 01/23/26 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 275,000.00 276,708.01 4,567.51 281,275.52 2,406.25 1,913.72 FIFO 01/26/26 01/26/26 US TREASURY N/B
DTD 09/15/2023 4.625% 09/15/2026
91282CHY0 150,000.00 150,931.64 2,548.86 153,480.50 1,312.50 1,042.42 FIFO 01/26/26 01/26/26 US TREASURY N/B
DTD 09/30/2024 3.500% 09/30/2026
91282CLP4 100,000.00 99,910.16 1,134.62 101,044.78 949.22 283.97 FIFO Transaction Type Sub-Total 8,850,000.00 8,887,138.68 148,730.04 9,035,868.72 62,695.31 44,317.48 Managed Account Sub-Total (1,627,699.06) 1,004,992.21 (622,706.85) 89,302.49 49,018.15 Total Security Transactions ($1,627,699.06) $1,004,992.21 ($622,706.85) $89,302.49 $49,018.15 Bolded items are forward settling trades.

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

Account 4025-002 Page 61

Page 1 of 1 ends

Staff Report – Item 1d
Item 1d: Receive Just Cause and Multijurisdictional Bodies Remote Participation Report From: Monica Padilla, CEO
Prepared by: Michael Callahan, General Counsel
Andrea Pizano, Sr. Executive Assistant and Board Clerk
Date: 3/11/2026
The Silicon Valley Clean Energy (SVCE) Board of Directors (Board) received a presentation at the February 11, 2026 Board meeting with a request to adopt Resolution 2026-04 approving changes to SVCE’s Hybrid Meetings Policy. These amendments, which included additional remote participation options, were approved by the Board.

Attached is a remote participation report which identifies the Board and Committee members who have used Just Cause or Multijurisdictional Bodies remote participation in addition to a one-pager on remote use options.

ATTACHMENTS

1. Hybrid Meeting Remote Participation Tracking

2. When to Use Each Remote Participation Option
Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
1 Hybrid Meeting Remote Participation Tracking
Date Name Provision Use Meeting Use #
1/23/26 Yvonne Martinez Beltran Just Cause Executive Committee 1 of 2 2/27/26 Elliot Scozzola Multijurisdictional Executive Committee 1 of 2 3/5/26 Elliot Scozzola Multijurisdictional Finance & Administration Committee
1 of 2
Item 1d
Attachment 1
2 When to use each remote participation option
Hybrid
Standard SVCE
Meeting
All public
locations
1+ week notice
(location on
agenda)
Disability
(ADA)
Meet ADA
definition
Non-public
location (as
required)
ASAP notice for
accommodation
(no agenda
requirement)
Just Cause
Emergency,
Caregiving, Non-ADA, Official
Service
Non-public
location (2x/year
max)
ASAP notice to
confirm quorum
(no agenda
requirement)
Multi-jurisdictional
Personal Travel
(+20 miles)
Non-public
location (2x/year
max)
1+ week notice
(remote status
on agenda)
Traditional Rules Alternative Rules
Item 1d
Attachment 2

Page 1 of 4 ends

Staff Report – Item 1e
Item 1e: Approve an Allocation of Program Fund Dollars of $6 million to Expand the Home Rebates Program
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Customer Success Oswaldo Martinez, Senior Programs Specialist
Date: 3/11/2026

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) approve an allocation of $6 million out of the already-authorized programs funding included in the Fiscal Year 2025-2026 (FY26) budget to expand delivery of Home Rebates for heat pumps and other technologies.

BACKGROUND
In November 2020, the Board approved the Building Decarbonization Joint Action Plan (BDJAP), which identified Home Rebates as a key initiative to support the decarbonization of existing buildings. Launched in October 2022, Home Rebates has supported residential customers by providing rebates for heat pump water heaters (HPWH), heat pump space heating and cooling systems (HP HVAC), dryers, induction cooktops, and prewiring and electrical infrastructure upgrades. Background on and key impacts of this program are shown in Table 1 below.

The strong uptake of this program highlights a growing demand for rebates as more customers become aware of electrification and choose to make the transition in their homes. After the initial allocation in 2022, the Board subsequently approved the addition of $6 million in 2024 and another $4.4 million on August 2025 to ensure the program continued without interruption. With the latest funding allocation, SVCE passed its targets for HPWH and HVAC installations earlier than expected, primarily due to a surge in applications in the third and fourth quarters of 2025 as customers hurried to pursue installations to take advantage of all available rebates and tax credits. To support the popularity of this program and assist more customers in electrifying their homes, additional funding is necessary.

Table 1. Program Background and Impact
Home Rebates
Objective • Targets residential customers in single-family homes or multifamily buildings with <4 units
• Provides rebates for heat pump water heating, space heating, prewiring, induction cooking, and removing the gas meter for fully electrified homes Current Budget $14,457,940 (~13% committed to admin costs; remaining for rebates) Impact • 3,255 customers served
• $9.8 million in rebates distributed
• $1.3 million in rebates currently reserved
• 1,168 heat pump water heaters installed
• 2,376 heat pump HVAC systems installed
• 256 induction cooktops installed
1,690 pre-wired circuits
Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 3/11/2026

Page 2 of 4 ends

ANALYSIS & DISCUSSION
The Home Rebates program remains a foundational component of SVCE’s residential decarbonization strategy, having successfully supported a growing number of home electrification projects.

Continuity in Home Rebates while Federal and State Incentives Expire Continuity in SVCE funding is crucial as federal, state, and regional programs end, reducing opportunities for customers to combine rebates and lower the upfront costs for their heat pump installations. At the Federal level, the One Big Beautiful Bill Act (OBBBA) removed heat pump tax credits after December 31, 2025.

Additionally, Home Electrification and Appliance Rebates (HEEHRA) program funds will likely be fully reserved by mid-2026. At the State level, the TECH Clean California program was fully reserved in November 2025. The absence of these funds will reduce the confidence of homeowners to choose electric appliances instead of gas appliances. Keeping Home Rebates open and funded can help to provide the certainty that customers need.

Recent Trends and Accomplishments in Home Rebates
To date, the program has been very successful, having served more than 3,000 customers, and incentivized more than 1,100 heat pump water heaters (HPWHs) and 2,300 Heat Pump HVAC systems (HP HVACs). The program experienced unprecedented interest in 2025, with an average monthly increase of 80% in new applications compared to 2024 (Figure 1). The surge in applications peaked during the second half of 2025, primarily driven by customers rushing to take advantage of federal, state, and local incentives before they expired. However, not all new applications convert to completed projects; many customers apply but do not follow through with their installations to claim the rebate. So while there was a notable increase in paid rebates during this period, the average monthly rise in completed installations and approved rebates remained at 28% compared to 2024 – lower than the increase in applications. The conversion rate of these applications into approved/completed rebates operates on a delay due to the time it takes for the installation process and for final paperwork. Staff will evaluate the true increase in completed projects driven by the expiration of other incentives by the end of the first quarter of 2026.

Figure 1. Home Rebates Application Traffic in 2024 and 2025.

Item 1e
Agenda Item: 1e Agenda Date: 3/11/2026

Page 3 of 4 ends

Home Rebates Momentum Leading Up to Bay Area Air District Rules SVCE aims to continue this momentum to support the local market for electric technologies ahead of the Bay Air District’s (BAAD’s) Rules 9-4 and 9-6, which will begin phasing out NOx-emitting appliances starting with a prohibition on the sale of gas water heaters in 2027. With new regulations for water heaters approaching, it is critical to continue to build up the water heater market; SVCE plans to boost rebates for HPWHs to try to further amplify uptake of that technology. In contrast, HP HVAC systems have generated significant interest, likely due to lower installation barriers, quality-of-life improvements, the demand for added A/C, and a smaller incremental cost compared to combined gas furnace and A/C installation. As a result, SVCE plans to reduce rebates for these HVAC systems to evaluate the impact of the current incentive level. Additionally, seasonal rebate bonuses will be tested to encourage faster electrification among customers and contractors. Beyond rebates, SVCE aims to raise awareness of rebates and HPWHs through active marketing campaigns to educate customers before the Air District’s Rules take effect in 2027.

Figure 2. Home Rebates Program Growth and Connection to Upcoming Programs Home Rebates Support City-Level Rebates
As Federal and State funds decline, four member agencies have opted to provide local rebates to their residents to help accelerate decarbonization in their communities. SVCE is administering $3.33 million in city rebates for the jurisdictions of Milpitas, Mountain View, Sunnyvale, and Los Altos via the Home Rebates program. Many of these City Rebate programs are expected to continue into 2027, and the city rebates are intended to layer with SVCE Home Rebates.

Program Allocation Request
Staff recommends allocating $6 million in additional funds to Home Rebates, as shown in Table 2. A portion of these funds (estimated at $600,000) will be allocated to program administration, while the remaining amount will be used as rebates. The additional funding was calculated to preserve program continuity through the end of FY27 at the current uptake level and will mean that SVCE is well positioned to address any uptick in applications that may occur in response to Air District regulations. Staff may request additional funds or propose more significant changes to the program’s structure following the strategic recommendations in the Integrated Decarbonization Roadmap once that effort is finished (last discussed with the Board in December 2025).

Item 1e
Evolution of Home Rebates
Oct '22 May '23 July '23 Feb '24 Oct '24
uhhoKiH SiS»EShI mihSTCmh Mt kmRhH nraSKSISSSi SSHmni SssS&ssBaSSBSS SraraRSi9S ESSI9SSi^Sn •Program launch •Added deeper
incentives for
income-qualified
customers
•Post-project claims
allowed for
emergency situations
•New appliances
included
•Pre-wiring incentive
made stand-alone
•$3M added to program
•$3M added to program
•Soft launch of Assisted
Home Upgrades
Feb'25 Apr '25 Oct '25 Nov '25 Mar - May '26
•Transition
fully to
Salesforce
•Launch Milpitas & Mountain
View City Rebates
•Align equipment specs with
TECH
•Panel Rebate limited to 100A
•Full launch of Assisted Home
Upgrades
•Record high
reservations
partially due to
expiring tax credits
and TECH rebates
•Mountain View Funds
fully subscribed
•Launch Sunnyvale and Los
Altos Rebates
•Relaunch Mountain View
rebates
•Update HPWH and HVAC
incentives to prepare
customers for BAAD rules
Agenda Item: 1e Agenda Date: 3/11/2026

Page 4 of 4 ends

Table 2. Program Budget Allocations and Anticipated Impact Home Rebates
Current Budget $14,457,940
Budget Remaining (as of Feb 2026) $1,812,082
Additional Funding Allocation
(requested in this report)
$6,000,000
• $5,400,000 for Rebates
• $600,000 for Administrative Costs
New Budget $20,457,940
Sample breakdown of program
elements covered by additional
funding (exact impacts will vary,
depending on what customers
request)
• 685 heat pump water heaters
• 1,289 heat pump HVAC systems
• 181 induction cooktops
• 1,186 pre-wired circuits
Additionally, to facilitate smooth delivery of city rebates while continuing to manage the Home Rebates program budget, staff will set up a separate zero-dollar City Rebate account from which city rebates will be paid. This will keep SVCE’s budget separate from city rebate budget.

Overall Budget Availability
The Board has authorized funding on an annual basis, or more frequently, to be used for programmatic efforts. The majority of authorized funds have since been allocated to specific programs and have been spent or made available to customers via an active program. This $6 million allocation to Home Rebates will be drawn from the remaining funds, approximately $16 million, that have been authorized for programs but not yet allocated to a specific effort.

STRATEGIC PLAN
The Home Rebates program is aligned with SVCE’s 2024-2025 Strategic Plan as follows:
• Strategic Focus Area 4: Prepare Region for Electrification at Scale: Inform and prepare for upcoming requirements such as Bay Area Air District and California Air Resources Board (CARB) rules to ensure they are implemented sensibly, successfully, and equitably; and continue scaling SVCE efforts. • Goal 7: Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions.

ALTERNATIVE
In the absence of additional funds, staff has considered the following options for Home Rebates:

1. Continue to administer the program at current incentive levels until funds are fully reserved, then close the program.

2. Reduce incentive levels to draw out the current program funds (phase out) and continue to administer the program until funds are fully reserved before closing it down.

If additional funds are not added to the program, staff will pivot to redirecting customers to other SVCE programs but not all customers may qualify for those. Staff does not recommend closing the Home Rebates program down at this point given its key role in helping customers electrify and demonstrating scalability in advance of Bay Area Air District Rules.

FISCAL IMPACT
This recommendation to allocate $6 million to Home Rebates will have no incremental fiscal impact on SVCE’s budget. The Board has already authorized these funds to be used on programs, this action merely assigns those funds to the Home Rebates program. The expenditure of the funds will be appropriately reflected in future budgets.

Item 1e

Page 1 of 4 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute and Amend Agreements with Member Agencies to Administer City Rebates as Funded by Member Agencies for Building Electrification
From: Monica Padilla, CEO
Prepared by: Justin Zagunis, Director of Customer Success Jessamyn Allen, Customer Success Program Lead
Date: 3/11/2026

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) authorize the Chief Executive Officer (CEO) to execute and amend agreements with member agencies to administer building electrification rebate adders as funded by member agencies to SVCE customers located in these member jurisdictions.

BACKGROUND
SVCE has been successfully administering building electrification rebates to customers in single-family residences since 2019 through its initial Heat Pump Water Heater (HPWH) programs and, currently, through its Home Rebates program. To date, SVCE has disbursed more than $9.8 million through this program to upgrade various appliances from gas to electric, with significant participation growth in 2024 and 2025. The strong uptake of this program signifies a clear interest in rebates as more customers make this transition in their homes.

In 2024, recognizing that rebates are critical in aiding the transition to all-electric appliances, the cities of Milpitas and Mountain View secured funding to provide rebates for their residents (hereafter “City Rebates”) that stack on top of SVCE’s rebates. Milpitas allocated $2.65 million from a grant and Mountain View allocated $249,999 for these rebates as a part of its “Year of the Water Heater” campaign. These member agencies worked out agreements with SVCE to administer the City Rebates on their behalf; the agreements were approved by the Board in March 2025.

Later in 2025, Sunnyvale and Los Altos approached SVCE with a request to offer City Rebates to their residents through a similar arrangement. The Cities of Sunnyvale and Los Altos allocated $350,000 and $75,000, respectively, to provide rebates to residents for building electrification. The Board approved both agreements in December 2025, and SVCE plans to begin administering the city adder rebates in March 2026.

As of January 2026, SVCE has reserved or paid out $377,500 in City Rebates to Milpitas customers. Mountain View rebates (totaling $249,999) were fully subscribed as of November 5, 2025. The City Rebates have shown to increase rebate uptake - Milpitas and Mountain View saw an increase of 140% and 127%, respectively, in rebate applications in April-October 2025, compared to the same timeframe in 20241. In comparison, SVCE territory-wide rebate applications increased by 76% during April-October 2025, compared to the same time frame in 2024.

City Rebates align with local agency climate action efforts to reduce greenhouse gas emissions from existing buildings. SVCE anticipates that additional member agencies may wish to leverage SVCE’s rebate administration and fund their own rebate adders. Additionally, existing partner cities may allocate additional 1 Some of the increased interest in rebates in fall 2025 might be due to federal tax credits for heat pumps ending on December 31, 2025.

Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1f Agenda Date: 3/11/2026

Page 2 of 4 ends

funding to extend their rebate availability. Thus far, SVCE has taken each member agency agreement to the Board for approval.

ANALYSIS & DISCUSSION
SVCE and its member agencies support residential customers in transitioning from fossil fuel to all-electric appliances. However, the up-front cost of electric appliances is still higher than that of their fossil fuel counterparts. A large portion (53%) of past SVCE Home Rebates participants have leveraged multiple programs to drive down the up-front capital cost, including TECH Clean California, Golden State Rebates, and federal tax credits.

Several SVCE member agencies have already secured funding to provide rebates for their residents and help lower the out-of-pocket costs of transitioning to electric appliances. Given that most residents want to stack SVCE rebates, City Rebates, and other rebate programs that may apply, it has been beneficial to leverage Home Rebates’ administration to also provide the City Rebates to customers in these jurisdictions. Stacking rebates from multiple sources can be a time-consuming and confusing process for customers and contractors, so minimizing this effort has great value for SVCE customers.

SVCE expects additional member agencies may want to offer their own City Rebates and leverage SVCE’s significant experience in providing residential building electrification rebates to customers through the Home Rebates program (and others). The Home Rebates program’s well-established administrative process has led to the successful deployment of program funds and a positive customer experience, as evidenced by the recent growth in participation as well as customer surveys showing an overall satisfaction rating of 92%.

Partnering with cities on rebate administration offers the following benefits for customers:
• Creates a simple process for customers. SVCE will automatically add the City Rebate based on the customer’s address and will issue a single rebate check when the project is completed, reducing customer effort.
• Leverages economies of scale to help funds go further: Leveraging SVCE’s program administration structure avoids the burden of each jurisdiction setting up its own administrative process. This enables most or all of the funding from each City to be distributed as incentives, thereby improving efficiency and benefiting customers directly.
• Helps SVCE learn how to thread external funds through its existing program: This may be relevant for the future if SVCE has an opportunity to leverage grant funding from external programs. • Uses an established process for City Rebates: SVCE has already been administering City Rebates for Milpitas and Mountain View for eleven months and has worked to refine the administration process for improved efficiency.
• Lowers out-of-pocket costs: The City Rebates may further lower out-of-pocket costs for customers, which is especially relevant since the ending of the federal tax credits.

Impact to Customers
City Rebates are additive to SVCE’s rebates and total rebates paid to a customer will not exceed the project cost. Table 1, shown below, details a hypothetical new City Rebate structure and total funding. Additional agreements signed by the CEO under this authority would look structurally similar. City Rebate values are subject to adjustment by the Cities and SVCE no more frequently than six months. As with existing City Rebates, program eligibility and equipment specifications for administering rebates will be aligned with SVCE’s existing Home Rebates program.

SVCE will also collaborate with each agency on marketing these rebates to their residents. Several member agencies with existing City Rebate programs have launched extensive marketing campaigns to raise awareness around electrification and promote the rebate adders.

Item 1f
Agenda Item: 1f Agenda Date: 3/11/2026

Page 3 of 4 ends

Table 1. Example SVCE and City Rebates by Appliance
Appliance Upgrade SVCE Rebate City Rebate
Market-Rate Customers
HPWH (replacing gas) $2,000 +$1,000
HPWH (replacing electric resistance) $500 --
HP HVAC (replacing gas) $2,500 +$1,000
Induction cooktop (replacing gas) $500 --
Panel Upgrade $1,000 --
Income-Qualified Customers
HPWH (replacing gas) $3,000 +$2,000
HP HVAC (replacing gas) $3,500 +$2,000
Total Budget for City Rebates $200,000
City rebate amounts are shown as the added amount on top of SVCE’s rebate.

City rebates amounts are subject to change and may be modified by mutual agreement between SVCE and the Cities.

Authorizing the CEO to enter into rebate administration agreements with additional member agencies and amend existing agreements will streamline the set-up and extension of City Rebates that layer on top of SVCE’s existing programs. New programs will use the template reimbursement agreement between a member agency and SVCE (see Attachment 1) as a starting point and edit as needed. As an example of member agencies expanding their existing City Rebate programs, the City of Mountain View recently approved an additional $250,001 in funding in January 2026. The amendment agreement (see Attachment 2) is an example of a city’s increased funding allocation for City Rebates, bringing Mountain View’s total rebate funding to $500,000 for HPWH rebates. With these types of agreements, more customers will benefit from larger combined rebates, lowering their out-of-pocket costs. City Rebate programs can be more easily extended, avoiding any pauses or discontinuation of incentives, which creates frustration for customers, challenges with marketing, and additional administrative work for SVCE. SVCE will remain fully reimbursed by participating member agencies for the additional rebates paid. This flexibility will let SVCE move nimbly in support of diverse interests from local member agencies. Existing agreements with member agencies for City Rebate administration and the planned Mountain View City Rebates amendment total $3,575,000 of additional rebates available to SVCE customers.

Impact to SVCE
Staff currently estimates that it adds approximately 30 minutes per customer of total administrative time to process City Rebates, based on the initial experience with Milpitas and Mountain View rebates. This is not significant for SVCE and still saves customers and the Cities many hours of work. For all four existing City Rebates programs, this translates to an estimated $13,000 per month in added costs or a 16.5% increase in administrative costs per month, which is not significant compared to the estimated $470,000 in monthly rebates that will be paid out between SVCE and the four cities. Actual costs will largely depend on the rate of uptake of the rebates in each City and any additional questions from these customers beyond what they would normally have asked SVCE.

Initially, all (100%) of total funds contributed by each agency will be spent on customer rebates, as SVCE plans to absorb the increased administrative costs of providing City Rebates. Staff will monitor administrative costs closely. If, after the first 100 rebates are paid out for each city, SVCE’s administrative costs are found to significantly increase, then SVCE has reserved the right in the agreements to charge the Cities a mutually agreed-upon administrative fee that will not exceed more than 3.7% of the total incentive funds available in each City’s program. This structure maximizes the value a city can see when layering onto SVCE’s existing rebates while also protecting SVCE if this coordination unexpectedly increases the administrative burden. Staff will closely monitor customer participation and staffing impacts. If changes are needed to limit participation levels, staff will return to the Board for input and approvals.

STRATEGIC PLAN
Item 1f
Agenda Item: 1f Agenda Date: 3/11/2026

Page 4 of 4 ends

The City Rebates program supports SVCE’s Strategic Plan goals as follows:
• Goal 7: Support all SVCE communities to decarbonize through local investments that reduce barriers and demonstrate sensible, scalable, and equitable solutions. • Goal 8: Engage customers and community stakeholders to build trust of SVCE and advance decarbonization.

ALTERNATIVE
The proposed approach offers benefits to achieving SVCE’s and the Cities’ climate and programmatic goals.

Alternatively, the Board may

1. Authorize the CEO to enter into agreements member agencies to administer city rebates for building electrification as funded by member agencies but only within limits. Examples of such limits might be that agreements must be executed or amended before September 30, 2027 and/or shall not cumulatively exceed $2 million ($2,000,000).

2. Direct staff to obtain Board approval for all new City Rebate administration agreements or amendments individually.

Alternative 1 delegates Board authority to the CEO with limits, with the intention to mitigate unexpected impacts on staff or more strongly protect against the risk of not being reimbursed. However, staff are already watching and plan to continuously monitor staffing impacts and track reimbursements on a monthly basis; if there are substantial and unanticipated problems that arise, staff would plan to return for Board input. If alternative 2 is chosen, new City Rebate programs may experience slower launches or existing programs may be paused until amendments can be approved by the Board.

FISCAL IMPACT
The Home Rebates total program budget is $14.45 million as reflected in the total Board-approved programs allocation. SVCE will pay the value of the City Rebates up-front to customers from the Programs Budget and be reimbursed by the Cities monthly for the total cost of the City Rebates provided to customers within their respective jurisdictions. As such, there should be no net impact on the rebates funded by SVCE’s programs allocation, though there is expected to be a slight increase in admin expenses. SVCE’s administrative costs of City Rebates will be absorbed within the remaining Board-approved allocation for Home Rebates program.

To facilitate smooth delivery of City Rebates while continuing to manage the Home Rebates program budget, staff may set up a separate zero-dollar City Rebate billing code/account from which city rebates will be paid.

This will keep SVCE’s program budget separate from city rebate budgets. The separation will enable staff to easily track the budget available for SVCE Home Rebates rather than needing to juggle the drawdown and reimbursement processes and totals across multiple jurisdictions – which can lead to artificially low totals in the program budget while awaiting reimbursement. The City Rebate account will not have an associated budget; it will be drawn on to pay out city rebates and reimbursements from member agencies will offset the draw down eventually. If there is an issue with repayment, which is not anticipated, then staff would discuss with the Board how to cover the delta – either from unallocated programs funds or from the overarching SVCE budget.

Further, staff anticipates that the increased cumulative incentives will drive additional interest and reserve the remaining SVCE Home Rebates program budget more quickly than would otherwise have occurred.

ATTACHMENTS

1. Reimbursement Agreement Template for the Administration of City Rebates for Home Electrification

2. Example Reimbursement Agreement Amendment between SVCE and City of Mountain View Item 1f
11086.0004/2576337v2

REIMBURSEMENT AGREEMENT

BETWEEN SILICON VALLEY CLEAN ENERGY
AND
CITY OF [CITY NAME]
THIS AGREEMENT is made and entered into as of ___________, 202_, (“Effective Date”) between Silicon Valley Clean Energy (“SVCE”) and City of [CITY NAME] (“City”). SVCE and City are referred to below individually as a “Party” and collectively as the “Parties”. In consideration of the mutual promises and covenants contained herein, the Parties hereto mutually agree as follows:

1. Purpose of the Agreement. The City has allocated [TOTAL BUDGET FOR CITY REBATES] in funds to provide rebates (“City Rebates”) to City residents who purchase appliances to electrify their homes. The Parties have determined that it will be mutually beneficial for SVCE and City to include the City Rebates with the rebates SVCE provides to its customers (“SVCE Rebates”) residing within the City’s jurisdiction through its Home Rebates Program (“SVCE Program”). The Parties desire to take advantage of the economies to the Parties and convenience to SVCE customers of providing both City Rebates and SVCE Rebates to SVCE customers in one transaction. The purpose of this Agreement is to set forth the terms by which SVCE will provide the City Rebate to its customers, and by which City will reimburse SVCE for the payment of the City Rebate to the customers.

2. Term and Termination. This Agreement shall commence on the Effective Date and terminate on [DATE – MUST BE AT LEAST 4 MONTHS AFTER LAST RESERVED REBATE] unless earlier terminated (“Term”). Either Party may terminate the Agreement without cause upon 30 days’ written notice to the other Party. Upon termination, City shall remit payment to SVCE for any Reimbursable Expenses (defined in Section 5 below) incurred by SVCE prior to notice of the termination.

3. Administrative Fee. The Parties do not anticipate that there will be a measurable cost to SVCE to administer the City Reimbursements and agrees to charge no fee to the City for administering the City Rebates (“Administrative Fee”) for the first 100 rebate payments. SVCE may charge an Administrative Fee of 3.7% of direct rebates being paid out by City after the first 100 customers, over the Term of this Agreement.

4. SVCE Responsibilities.

A. SVCE shall provide City Rebates to its customers who receive SVCE Rebates through the Program and are also eligible for City Rebates. SVCE’s published program rules, eligibility criteria, and standard operating practices will apply to all City Rebates.

B. The amount of the City Rebates a customer is eligible for shall be set forth in Exhibit A, attached hereto and incorporated by this reference (“City Rebate Schedule”). The City Rebate Schedule may be revised not more than once every 180 days by mutual agreement of City and SVCE, without amending this Agreement. SVCE shall use the most recent City Rebates Schedule provided by the City to issue City Rebates to customers.

C. SVCE shall not provide any rebates that exceed the total individual project cost for a customer. If the sum of the SVCE Rebate and City Rebate exceeds the customer’s total project cost, the SVCE Rebates will be provided in full and the City Rebate will be discounted accordingly, such that the maximum rebate amount provided does not exceed the total individual project cost of the customer.

D. SVCE shall provide an invoice to the City on a monthly basis, which documents the City Rebates paid in the previous month and any Administrative Fee.

Item 1f
Attachment 1
11086.0004/2576337v2

5. Reimbursement by City. SVCE will invoice the City monthly for any Administrative Fees, if approved, and the City Rebates (together known as “Reimbursable Expenses”) paid by SVCE. City shall make payments within thirty (30) days of receiving an invoice from SVCE. SVCE will incur the Reimbursable Expenses in reliance on City’s representation that it will reimburse SVCE for such Reimbursable Expenses as set forth in this Agreement. The total rebates issued to customers from SVCE on City’s behalf, plus administrative fees paid by City to SVCE, shall not exceed the value of this Agreement (defined in Section 1 above).

6. Indemnification. SVCE shall defend, indemnify and hold harmless City including its officers, employees and agents against any claim, loss or liability arising out of its negligence or misconduct in the performance of this Agreement. City shall defend, indemnify and hold harmless SVCE (including its officers, employees and agents) against any claim, loss or liability arising out of City’s negligence or misconduct in City’s administration of City Rebates outside of this Agreement.

7. Miscellaneous.

A. Notices. Any notices which either Party may desire to give to the other Party under this Agreement must be in writing and may be given either by (i) personal service with return receipt or affidavit of delivery, (ii) delivery by a reputable document delivery service, such as, but not limited to, FedEx, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the Party as set forth below or at any other address as that Party may later designate by a written notice provided in accordance with this Section. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above.

SVCE: Silicon Valley Clean Energy
333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Attn:

Nupur Hiremath, Manager of Decarbonization Programs
[email protected]
City: City of [CITY NAME]
[MAILING ADDRESS]
Attn:
[PROGRAM MANAGER NAME AND TITLE]
[PROGRAM MANAGER EMAIL ADDRESS]
Either Party may change its address for notices by notifying the other Party.

B. Applicable Law/Venue. This Agreement shall be deemed to have been entered into and shall, in all respects, be interpreted, construed, enforced and governed by and under the laws of the State of California. The venue of any legal action relating to this Agreement shall be the Superior Court of California, County of Santa Clara.

C. Entire Agreement, Modifications. This Agreement and the documents referenced herein contain the complete expression of the whole agreement between the Parties with respect to the obligations set forth herein, and there are no promises, representations, agreements, warranties or inducements, either expressed verbally or implied, except as are fully set forth herein. No alteration, supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both Parties.

D. Independent Advice of Legal Counsel. Each Party acknowledges that it has retained independent legal counsel of its own choice to review this Agreement and that prior to the execution hereof each Party has had the opportunity to review the terms of this Agreement with its counsel and is entering Item 1f
Attachment 1
11086.0004/2576337v2
into this Agreement after such review.

E. Authority to Execute Agreement. The person or persons executing this Agreement on behalf of a Party warrants and represents that he or she has the authority to execute this Agreement on behalf of the Party and has the authority to bind that Party to the performance of its obligations hereunder.

F. Validity of Agreement. All Parties agree that this Agreement is legal, valid and binding on each Party and enforceable in accordance with its terms.

G. Binding on Successors. Except as further provided in this paragraph, this Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, assigns, executors and administrators.

H. Attorneys’ Fees. . In the event of any dispute between City and SVCE in any way related to this Agreement, and whether involving contract and/or tort claims, the non-prevailing party shall pay to the prevailing party all reasonable attorneys’ fees and costs and expenses of any type, without restriction by statute, court rule or otherwise, incurred by the prevailing party in connection with any action or proceeding (including any appeal and the enforcement of any judgment or award), whether or not the dispute is litigated or prosecuted to final judgment (collectively, “Fees”). The “prevailing party” shall be determined based upon an assessment of which party’s major arguments or positions taken in the action or proceeding could fairly be said to have prevailed (whether by compromise, settlement, abandonment by the other party of its claim or defense, final decision, after any appeals, or otherwise) over the other party’s major arguments or positions on major disputed issues. Any Fees incurred in enforcing a judgment shall be recoverable separately from any other amount included in the judgment and shall survive and not be merged in the judgment. The Fees shall be deemed an “actual pecuniary loss” within the meaning of Bankruptcy Code Section 365(b)(1)(B), and notwithstanding the foregoing, all Fees incurred by either party in any bankruptcy case filed by or against the other party, from and after the order for relief until this Agreement is rejected or assumed in such bankruptcy case, will be “obligations of the debtor” as that phrase is used in Bankruptcy Code Section 365(d)(3).

I. No Third-Party Rights. This Agreement shall not create or be construed to create any rights in, or inure to the benefit of, any third party.

J. Ambiguity. This Agreement is deemed to have been prepared by all of the Parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted according to applicable rules of interpretation of contracts under the laws of the State of California.

K. Assignment. This Agreement shall not be assignable by either Party in whole or in part without the prior written consent of the other Party. The assigning Party shall provide to the other Party thirty (30) days’ advanced notice of any such proposed assignment.

L. Severability. If any provision or portion of this Agreement shall be adjudged invalid or unenforceable by a court or tribunal of competent jurisdiction or by operation of any applicable laws, such provision or portion of this Agreement shall be deemed omitted and the remaining provisions and portions shall remain in full force and effect.

M. Counterparts/Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

Moreover, electronic, scanned or facsimile copies of signatures shall be accepted as valid and binding.

N. Waiver. No term or provision hereof will be considered waived by either Party, and no breach is excused or consented to by either Party, unless such waiver or consent is in writing and signed on behalf of the Party against whom the waiver is asserted. No express or implied consent by either Party to, waiver of, or failure of a Party to enforce its rights with respect to a breach by the other Party shall constitute Item 1f
Attachment 1
11086.0004/2576337v2
consent to or, waiver of any subsequent or other breach by the other Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement below on the date first written above.

Item 1f
Attachment 1
11086.0004/2576337v2

SILICON VALLEY CLEAN ENERGY
RECOMMENDED FOR APPROVAL:

By:

Justin Zagunis, Director of Customer Success
Date: _________________________________
By: __________________________________
Monica Padilla, Chief Executive Officer
Date: _________________________________
APPROVED AS TO FORM BY COUNSEL FOR SVCE:

By:

Michael Callahan, General Counsel
Date: _________________________________
CITY OF [CITY NAME]
RECOMMENDED FOR APPROVAL:

By:
[CITY MANAGER NAME], City Manager
Date: _________________________________
By:
[OTHER SIGNATORY NAME AND TITLE, IF NEEDED; DELETE THIS SIGNATURE BLOCK IF NOT NEEDED]
Date: _________________________________
APPROVED AS TO FORM BY COUNSEL FOR CITY OF [CITY NAME]:

By: __________________________________
[CITY ATTORNEY NAME], City Attorney
Date: _________________________________
Item 1f
Attachment 1
11086.0004/2576337v2

EXHIBIT A

CITY REBATE SCHEDULE
SVCE will provide City Rebates to SVCE customers who are residents of the City in the following amounts:

Customer
Category
Appliance Type Value of City
Rebate (per
appliance)
Market-rate
customers
Heat Pump Water Heater
(HPWH)
Replacing gas water heater $X
Replacing electric resistance water
heater
$X
Heat Pump Heating
Ventilation, and Air
Conditioning (HP HVAC)
Replacing gas furnace $X
Replacing electric resistance
heating
$X
Induction Cooktop/Range Replacing gas cooktop/range $X
Electrical panel upgrade1 $X
Prewiring $X
Income-qualified2
customers
Heat Pump Water Heater
(HPWH)
Replacing gas water heater $X
Replacing electric resistance water
heater
$X
Heat Pump Heating
Ventilation, and Air
Conditioning (HP HVAC)
Replacing gas furnace $X
Replacing electric resistance
heating
$X
Induction Cooktop/Range Replacing gas cooktop/range $X
Electrical panel upgrade1 $X
Prewiring $X
City Rebates will be provided in alignment with the terms, conditions, and eligibility specifications listed for SVCE’s Home Rebates Program: https://svcleanenergy.org/home-rebates/.

This exhibit may be updated no more than once every 180 days by mutual agreement of City and SVCE, without amending this Agreement.
1 As specified in SVCE’s Electrical Infrastructure Upgrade specifications: https://svcleanenergy.org/wp-content/uploads/6-Appliance-Specifications-Jun-2024-English.pdf 2 Latest income-qualifications from May 2025 (Home-Rebates-Income-Qualifications-5.13.2025.pdf). These are updated annually in May.

Item 1f
Attachment 1
SVCE-Amd1_(02-11-26) City of Mountain View
MVF00-04 (Rev. 06-30-23) 1 of 3 City rebate reimbursement services

AMENDMENT TO AGREEMENT BETWEEN THE CITY OF MOUNTAIN VIEW

AND SILICON VALLEY CLEAN ENERGY FOR

CITY REBATE REIMBURSEMENT SERVICES
This AMENDMENT NO. 1 to the Agreement is dated for identification this 29th day of January 2026, by and between the CITY OF MOUNTAIN VIEW, a California charter city and municipal corporation, whose address is 500 Castro Street, P.O. Box 7540, Mountain View, California, 94039-7540 (hereinafter “CITY”), and SILICON VALLEY CLEAN ENERGY, a joint powers authority, whose address is 333 West El Camino Real, Suite 330, Sunnyvale, California, 94087 (hereinafter “SVCE”), (CITY and SVCE hereinafter collectively “Parties” or individually “Party”).

RECITALS
A. WHEREAS, CITY and SVCE entered into an Agreement dated March 20, 2025 for identification, for City rebate reimbursement services related to a heat pump water heater rebate program; and
B. WHEREAS, CITY and SVCE desire to amend said Agreement dated March 20, 2025 for identification, and all amendments thereto, to increase compensation, to extend the term, enable SVCE to share data with the City, and add additional funding of Two Hundred Fifty Thousand One Dollars ($250,001) to extend the program engagement and duration.

AGREEMENT
NOW, THEREFORE, in consideration of the recitals and mutual promises of the Parties contained herein, CITY and SVCE agree to the below-referenced amendments to said Agreement dated March 20, 2025 for identification, and all amendments thereto, as follows:

Purpose of the Agreement section shall be amended as follows:

1. Purpose of the Agreement. The City has allocated Five Hundred Thousand Dollars ($500,000) in funds to provide rebates (“City Rebates”) to City residents who purchase electric heat pump water heaters (HPWH). The Parties have determined that it will be mutually beneficial for SVCE and City to include the City Rebates with the rebates SVCE provides to its customers (“SVCE Rebates”) residing within the City’s jurisdiction through its Home Rebates Program (“SVCE Program”). The Parties desire to take advantage of the economies to the Parties and convenience to SVCE customers of providing both City Rebates and SVCE Rebates to SVCE customers in one (1) transaction. The purpose of this Agreement is to set forth the terms by which SVCE will provide the City Rebate to its customers; SVCE and City will exchange participation information for the purposes program administration and analysis, and City will reimburse SVCE for the payment of the City Rebate to the customers.

Item 1f
Attachment 2
SVCE-Amd1_(02-11-26) City of Mountain View
MVF00-04 (Rev. 06-30-23) 2 of 3 City rebate reimbursement services Term and Termination section shall be amended as follows:

2. Term and Termination. This Agreement shall commence on the Effective Date and terminate on January 30, 2027, unless earlier terminated (“Term”). Either Party may terminate the Agreement without cause upon thirty (30) days’ written notice to the other Party. Upon termination, City shall remit payment to SVCE for any Reimbursable Expenses (defined in Section 5) incurred by SVCE prior to notice of the termination.

A new subsection in the Miscellaneous section shall be added as follows:

O. Data Sharing. SVCE agrees to provide City with the following information (“Customer Data”) for those customers receiving City rebates: names, addresses, contact information, and project details. The City agrees to keep the Customer Data in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Customer Data. The City shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the Customer Data from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement.

All other terms and conditions in that certain Agreement dated March 20, 2025, above referenced, shall remain in full force and effect.

Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which in the aggregate shall constitute one and the same instrument, and the Parties agree that signatures on this Amendment shall be sufficient to bind the Parties.
///
///
///
///
///
///
///
///
Item 1f
Attachment 2
SVCE-Amd1_(02-11-26) City of Mountain View
MVF00-04 (Rev. 06-30-23) 3 of 3 City rebate reimbursement services IN WITNESS WHEREOF, this Amendment No. 1, dated January 29, 2026 for identification, to the Agreement between the City of Mountain View and Silicon Valley Clean Energy for City rebate reimbursement services, is executed by CITY and SVCE. “CITY”:

CITY OF MOUNTAIN VIEW,
a California charter city and municipal
corporation
By:

City Manager
APPROVED AS TO CONTENT:

Assistant City Manager
FINANCIAL APPROVAL:

Finance and Administrative
Services Director
APPROVED AS TO FORM:

City Attorney
“SVCE”:

SILICON VALLEY CLEAN ENERGY,
a joint powers authority
By:

Monica Padilla
Chief Executive Officer
Taxpayer I.D. Number
APPROVED AS TO CONTENT:

Justin Zagunis
Director of Customer Success
APPROVED AS TO FORM:

Michael Callahan
General Counsel
Item 1f
Attachment 2

Page 1 of 3 ends

Staff Report – Item 1g
Item 1g: Approve Addition to 2026 Legislative Policy Platform on a Diablo Canyon Nuclear Power Plant Extension
From: Monica Padilla, CEO
Prepared by: Bena Chang, Director of Government and Legislative Affairs Date: 3/11/2026

RECOMMENDATION
Recommend the SVCE Board of Directors approve additions to the 2026 Legislative Policy Platform to advocate to support an extension of the Diablo Canyon Nuclear Power Plant along with affordability provisions and to support nuclear investigation and development.

EXECUTIVE COMMITTEE RECOMMENDATION
At the February 27, 2026, Executive Committee meeting, the Committee discussed and recommended adding to the 2026 Legislative Policy Platform, a policy to support an extension of the Diablo Canyon Nuclear Power Plant along with affordability provisions around reasonable cost and fair cost/benefit allocation, inclusion in planning and procurement orders, and maximizing market liquidity. In addition, the Executive Committee directed staff to add to the Board recommendation to support for nuclear investigation and development to the 2026 Policy Platform.

BACKGROUND
In December 2025, the Board approved SVCE’s 2026 Legislative Policy Platform. The Legislative Policy Platform directs staff on the Board’s legislative policies. Staff then implement the Policy Platform by taking positions on state and federal legislation.

In 2026, staff anticipate state legislation to be introduced that extends the operations of the Diablo Canyon Nuclear Power Plant beyond the current statutory retirement dates of 2029 and 2030. The 2026 Legislative Policy Platform did not include a policy position on an extension of the Diablo Canyon Nuclear Power Plant.

Diablo Canyon Power Plant is a nuclear energy facility located in San Luis Obispo County that began operation with Unit 1 in 1985 and Unit 2 in 1986 providing a carbon-free, baseload energy for PG&E customers. The two units at Diablo produce approximately 18,000 gigawatt hours of clean and consistent power. The energy from Diablo represents about 9% of energy generation in California and 17% of the state’s clean energy resources.

The plant produces enough energy to power 4 million homes annually.

Diablo Canyon Nuclear Power Plant is situated near the coast and uses Once-Through-Cooling technology to pump sea water into the plant to condense steam which drives turbines. This process increases the temperature of the surrounding ocean and has altered marine life in Diablo Cove. Nuclear spent fuel is stored on-site in both wet storage pools and in an Independent Spent Fuel Storage Installation. The long-term plan is to move spent fuel to a federal repository, which has not been built yet.

Diablo Canyon Nuclear Power Plant is located near several earthquake fault lines, including the San Andreas, Hosgri, and Shoreline fault lines. It is also located along the coast, which is subject to tsunamis. The Nuclear Item 1g
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1g Agenda Date: 3/11/2026

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Regulatory Commission requires safety structures, systems and components to be designed to withstand disasters, and PG&E is in compliance with the Commission’s safety requirements. PG&E actively updates its procedures and conducts training exercises to prepare for disasters including wildfires, earthquakes, and tsunamis. No major safety incidents have occurred at Diablo since it began operating in 1985.

In 2018, the California Public Utilities Commission (CPUC) approved a plan to close Unit 1 in 2024 and Unit 2 in 2025. At the time, PG&E’s analysis showed that with a future influx of renewables, Diablo would run about half the time, which is uneconomic. In August of 2020, the state experienced rolling outages during a heat wave. State agencies found that, among other things, the build out of new renewable resources had not been keeping pace to ensure energy reliability. In 2022, Governor Newsom signed SB 846 (Dodd) to extend the operations of Diablo Unit 2 to 2029 and Unit 2 to 2030. The Governor argued that the extension was needed for reliability purposes due to delays in bringing renewable projects online. Part of SB 846 also prohibited state agencies from counting Diablo in planning efforts or for procurement orders.

In 2025, the Nuclear Regulatory Commission gave an interim proposal for a 20-year extension of Diablo’s operating license until 2045. The proposal is contingent on PG&E obtaining necessary land use permits. PG&E obtained Coastal Commission permits in December of 2025 and obtained Regional Water Quality permits in February of 2026.

ANALYSIS & DISCUSSION
In 2020, after a decision from the CPUC, PG&E started to offer carbon-free attributes from its hydropower and nuclear energy sources to CCAs at no additional cost. SVCE’s Board has chosen to accept these allocations each year, except when PG&E did not offer them in 2024. By accepting the nuclear allocation, SVCE saved $8.3 million from 2020-2024. The Board directed staff to use the savings to benefit customers and advance the agency’s mission by investing in resiliency, equity, local resources, workforce training, and building reserves. Various programs have been funded with the nuclear allocation savings, including the installation of multi-family EV chargers, portable batteries for medical baseline customers who live in wildfire or outage prone areas, and grants to member agencies for electrification demonstration and community engagement projects.

On any given year, the nuclear allocation from Diablo represents a varying percentage of SVCE’s carbon-free power. Prior to 2024, Diablo represented 20% of SVCE’s clean energy mix. In 2024, SVCE received no nuclear allocations. In 2025, Diablo represented 5% of SVCE’s clean energy mix due to the attributes from Diablo being allocated to all CPUC jurisdictional load-serving entities per SB 846.

Any extension of the Diablo Canyon Nuclear Power Plant beyond 2029 for Unit 1 and 2030 for Unit 2 would require state legislation, which may be introduced this year. State legislation would provide an opportunity to relook at the rules around Diablo Canyon’s allocations.

The first question is whether the state should extend Diablo’s operations.

From a reliability perspective, Diablo produces a significant percentage of the state’s energy and clean energy resources. As a baseload resource, power from Diablo is dependable and consistent.

From an affordability perspective, in 2024, PG&E estimated that the operations of Diablo resulted in wholesale electricity cost savings of $474 million to PG&E customers. In 2025, the CPUC’s Transmission Planning Process analysis found that Diablo saves $600 million to $1.2 billion from not having to construct replacement power from solar and batteries. The savings increase to $2.7 billion to $3.7 billion a year if offshore wind and long-duration storage are not built. Additionally, Diablo’s site has significant value due to its already existing transmission infrastructure. Keeping this asset online gives that value the best chance of being realized.

As part of a Diablo extension, SVCE staff recommend advocating for additional policies to support system affordability. Examples include:

Item 1g
Agenda Item: 1g Agenda Date: 3/11/2026

Page 3 of 3 ends

1) Reasonable Cost and Fair Cost/Benefit Allocations: The costs from continued Diablo operations should be reasonable and the costs and benefits should be fairly allocated to ratepayers and other interested stakeholders based on historic and future need. As an example, if SVCE’s customers pay for the continued operations of Diablo, SVCE’s customers should also receive the proportional benefit of the attributes. Without the attributes, SVCE would have to acquire additional resources to meet compliance obligations.
2) Inclusion in Planning and Procurement Orders: Diablo should be included in statewide planning and procurement orders to mitigate the need for new procurement. If the state is requiring the build-out of renewable resources to replace Diablo and Diablo remains operational, the state would be overbuilding renewable resources to the detriment of affordability. 3) Maximize Market Liquidity: An extension of Diablo should also maximize market liquidity through mechanisms such as allowing load-serving entities to resell allocations from Diablo. This market liquidity is important for ratepayer affordability.

STRATEGIC PLAN
Approving the addition of support for nuclear investigation and development and support for an extension of the Diablo Canyon Nuclear Power Plant and related affordability policies to the 2026 Legislative Policy Platform supports Goal 1 of the Strategic Plan to “advance policies which support SVCE’s mission to reduce dependence on fossil fuels.”

ALTERNATIVE
The Board could choose to not add supporting nuclear investigation and development or an extension of the Diablo Canyon Nuclear Power Plant to the 2026 Legislative Policy Platform, add a policy to oppose nuclear development or the extension of Diablo, or direct staff to remain neutral on the issues.

FISCAL IMPACT
The extension of Diablo Canyon Nuclear Power Plant's operations is projected to deliver $2-$12 million in annual value for SVCE, totaling around $30-$190 million through the full extension to 2045.

ATTACHMENT

1. Proposed updates to the 2026 Legislative Policy Platform (redline) Item 1g
1 Attachment 1
2026 Silicon Valley Clean Energy Legislative Policy Platform Purpose
Active participation in the state and federal legislative processes is an important tool for ensuring that SVCE can continue to serve our customers and uphold our commitment to decarbonization. When Congress and the California legislature are in session, it is crucial that SVCE staff be able to quickly and efficiently determine SVCE’s positions on bills or amendments, communicate those positions to legislators, and advocate as appropriate. This platform is therefore designed to:
• Articulate SVCE’s legislative priorities for the 2026 legislative session and beyond;
• Allow SVCE staff to take positions on bills for SVCE without explicit Board approval as long as they are consistent with this platform; and • Guide optimal use of SVCE advocacy time and resources.

Process
SVCE will review the policy platform at the conclusion of the previous year’s legislative session. The purpose of the review will be to discuss the outcomes of that year’s legislative session, develop goals and priorities for the upcoming session for the following year, and identify any desired updates to this policy platform.

Updates to the platform will be drafted by SVCE staff and formally presented for a vote of the Board.

Policy Platform
Affordability & Rates
SVCE supports affordable rates that do not place an undue total energy burden on customers or discourage electrification, with consideration for the customer’s socio-economic status. SVCE is interested in lowering the overall customer energy bill while still recovering sufficient funds to operate the electricity system reliably. - Policy Examples:
o Advocate for protections for low-income customers to ensure reasonable rates and to increase access to decarbonization programs that may otherwise be inaccessible.
o Advocate for and pursue, as appropriate, alternative funding sources to help minimize ratepayer costs associated with the clean energy transition and look for ways to make accessing these funds easy.

Examples include supporting alternative transmission and distribution financing mechanisms and alternative sources for needs like wildfire mitigation and offshore wind port infrastructure.

Item 1g
Attachment 1
2 o Advocate for policies that support the development of the least cost system including reducing time and costs of bringing distribution and transmission system improvements online, efforts to make the distribution planning process and preparations for an increase in distributed energy resources more transparent, options for wildfire mitigation that provide best cost to benefit ratios, and municipalization.
o Support rate structures that encourage electrification while balancing need to use energy efficiently.
o Advocate for transparent and affordable pricing for EV charging. o Advocate for continued use of clean energy prepay mechanisms to achieve cost savings for customers.
o Advocate for the evaluation of affordability impacts of policies.

Climate Change Mitigation/Fuel Switching
SVCE supports funding, projects, and programs to decarbonize the economy, especially in the electric, building, and transportation sectors. SVCE seeks opportunities to amplify the learnings from our programs through regional, state, and federal levels both through policy and funding. SVCE supports efforts to remove barriers to fuel switching/decarbonization.
- Policy Examples:
o Advocate for funding opportunities to support clean energy and climate change mitigation. Support local administration/control of program dollars and for CCAs to be eligible recipients of grant funding as appropriate.
o Support efforts to transition buildings to electric, including removing the obligation to serve gas requirement, efforts to modernize permitting, optimizing utility allowance schedules, streamlining processes and timelines to energize projects, financing models, and supporting requirements to replace air conditioning with bidirectional heat pumps.
o Support efforts to encourage overall energy efficiency and energy conservation.
o Support funding for EV charging infrastructure, maintenance, and reliability. Ensure EV policies are technology neutral and advocate for affordable EV charging access.
o Advocate for increased funding for clean energy workforce training and investments.
o Support efforts to decarbonize industrial uses and processes, including reducing the use of baseload fuel cells that use methane gas.

Item 1g
Attachment 1
3 o Support industry practices in evolving to develop robust supply chains for all-electric technologies to prepare for future widespread electrification.
o Increased customer access to sub-hourly smart meter data to avoid unnecessary service upsizing.
o Advocate for modernization of CPUC Public Purpose Programs to better align funding to the state’s decarbonization and affordability goals.

Clean, Reliable Grid
SVCE supports investments in, and removal of barriers to, building transmission to connect renewable projects that enable the transition to a cleaner grid. SVCE supports a reliable electric system, including the smart build out of the distribution grid to enable increased electrification and a large number of distributed energy resources to operate without straining the grid.
- Policy Examples:
o Support investments in transmission and distribution grid upgrades and efforts to reduce interconnection and energization barriers and distribution grid failures, including modernization of the California Environmental Quality Act for renewable energy projects. o Support efforts to ease supply chain constraints and get renewable projects online faster.
o Advocate for investments and policies that increase the reliability of the electric system through the encouragement and fair treatment of carbon-free sources like nuclear, wind, and geothermal while recognizing the role of fossil fuels with the transition to renewables. o Ensure that penalties appropriately incentivize the production of renewables and clean capacity instead of inadvertently raising the price floor of electric resources in the market.
o Support efforts to strengthen the market for Virtual Power Plants by providing more regulatory certainty and aligning incentive structures. o Support the investigation and development of nuclear energy. o Support an extension of Diablo Canyon Nuclear Power Plant along with affordability provisions around reasonable cost and fair cost/benefit allocation, inclusion in planning and procurement orders, and maximizing market liquidity.

Competitiveness/Do No Harm
SVCE supports the CCA model of local government governance, while acknowledging system-wide needs. Any system needs should have maximum flexibility to allow local authority and discretion to meet goals and ensure a level-Item 1g Attachment 1
4 playing field.
- Policy Examples:
o Advocate to maintain CCA program autonomy.
o Advocate for Power Charge Indifference Adjustment (PCIA) to maintain indifference between bundled and unbundled customers.
o Ensure that the role of a Central Procurement Entity preserves CCA’s responsibility to procure energy while finding a system that maximizes cost efficiency and reliability. Limit the Central Procurement Entity’s role to emerging technologies.
o Advocate for flexible Brown Act requirements that allow remote access for board members.
o Advocate for sound long-term integrated resource planning which moves away from procurement orders. However, if orders are necessary, advocate for flexibility and goal-based procurement based on individual load serving entities’ needs, instead of prescriptive, technology-specific mandates and allocated regardless of need. o Advocate for IOU restructuring to more closely align business interests and incentives with customer interests, including potential IOU exit from generation services.
o Advocate for streamlined reporting standards that minimize administrative burdens while maintaining local control and transparency for self-funded CCA programs.
o Support policies that help CCAs accurately forecast and appropriately serve load growth from data centers.

Health Impact/Safety
SVCE supports policies that increase the safety of the electric infrastructure and the community.
- Policy Examples:
o SVCE recognizes the harmful health impacts of methane gas and gasoline and seeks to decarbonize buildings and transportation to address these impacts.
o Support efforts to increase the safety of the distribution and transmission infrastructure.

Low-income and Vulnerable Communities
SVCE supports policies that support low-income and historically underserved communities through affordable electricity rates and priority access to decarbonization and climate mitigation programs.

Item 1g
Attachment 1
5 - Policy Examples:
o Support programs that invest in low-income and historically disadvantaged communities either through separate tracks that dedicate funding to or that give larger amounts of subsidies for these groups.
o Support tenant access to the benefits of decarbonization programs and tenant protections.
o Support efforts to repeal Proposition 209, which limits public agencies’ ability to engage in equity efforts.
o Support inclusive definitions of low-income and historically underserved communities that capture all communities and not just certain census tracts.

Customer Accessibility
SVCE supports increasing accessibility and removing barriers around energy and climate mitigation initiatives.
- Policy examples:
o Support efforts to make billing simple to understand. o Support efforts to streamline and remove barriers to accessing electrification programs.

Item 1g
Attachment 1

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Staff Report – Item 1h
Item 1h: Adopt Resolution Authorizing the Chief Executive Officer to Finalize Negotiations and Execute Amended and Restated Agreement with Morgan Stanley Capital Group, Inc. to Update the Execution of Energy Transactions
From: Monica Padilla, CEO
Prepared by: Willy Wang, Contracts and Settlements Manager Date: 3/11/2026

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors (Board) adopt Resolution 2026- 05 (Attachment 1) delegating authority to the Chief Executive Officer (CEO) to finalize negotiations and execute a Master Agreement (as defined below) with Morgan Stanley Capital Group, Inc (MSCG).

Specifically, the CEO requests authority to execute the Master Agreement as provided for in Attachment 2, the Amended and Restated Master Power Purchase and Sale Agreement (A&R Master Agreement).

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 of Directors (“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 22 counterparties, most recently with TotalEnergies Gas & Power North America, Inc. in September 2025.

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.

The purpose of this A&R Master Agreement is to modernize our policies with MSCG. The original EEI with MSCG was one of the first EEIs that SVCE entered into and, at the time, SVCE did not have a credit rating from the credit agencies. This required SVCE to collateralize its transactions with MSCG using its receivables via a “lockbox arrangement” whereby MSCG would have first call to SVCE’s receivables. Since then, SVCE has obtained investment grade credit ratings from S&P and Moody’s. This A&R Master Agreement terminates the lockbox arrangement and establishes negotiated collateralization levels for both parties, which aligns with more recent Master Agreements.

The two parties have agreed to the attached A&R Master Agreement, which has been reviewed and approved by SVCE’s counsel and are consistent with the terms approved by the Board under existing Master Agreements.

ANALYSIS & DISCUSSION
The Master Agreements do 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 Item 1h
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1h Agenda Date: 3/11/2026

Page 2 of 2 ends

34910991v1
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. Energy transactions are made through competitive solicitations 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.

Changing collateralization to use our investment grade credit ratings does not carry any costs and will align this EEI with our more recent Master Agreements.

ALTERNATIVE
SVCE could choose to not execute the A&R Master Agreement with MSCG, which would necessitate the continued use of the lockbox arrangement and bearing the cost of using receivables as collateral.

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 A&R Master Agreement with MSCG. Any future transactions with MSCG would be made within SVCE’s approved budget at the time.

ATTACHMENTS

1. Resolution 2026-05 Delegating Authority to the Chief Executive Officer to Finalize Negotiations and Execute an Amended and Restated Master Agreement with Morgan Stanley Capital Group, Inc.

2. Amended and Restated Master Power Purchase and Sale Agreement with Morgan Stanley Capital Group, Inc.

Item 1h
Resolution 2026-05
RESOLUTION NO. 2026-05

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN ENERGY

AUTHORITY DELEGATING AUTHORITY TO THE CHIEF EXECUTIVE OFFICER TO

FINALIZE NEGOTIATIONS AND EXECUTE AN AMENDED AND RESTATED MASTER AGREEMENT WITH MORGAN STANLEY CAPITAL GROUP, INC.

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.

J. Aron & Company LLC
Item 1h
Attachment 1
Resolution 2026-05
Mariposa Energy, LLC
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.

TotalEnergies Gas & Power North America, 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 an Amended and Restated Agreement with Morgan Stanley Capital Group, Inc. to transact Product and has agreed to terms and conditions consistent with Approved Amended and Restated 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 an Amended and Restated Agreement with Morgan Stanley Capital Group, Inc. 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 Amended and Restated Agreement.

ADOPTED AND APPROVED this 11th day of March 2026, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Wang
Item 1h
Attachment 1
Resolution 2026-05
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Barbadillo
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Showalter
County of Santa Clara Director Lee
City of Saratoga Director Page
City of Sunnyvale Director Klein
Chair
ATTEST:

Secretary
Item 1h
Attachment 1
Execution Copy_2.9.2026
1 AMENDED AND RESTATED MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Amended and Restated Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: [date] (“Effective Date”). The Parties intend for this Master Agreement to replace in its entirety that certain Master Power Purchase and Sale Agreement entered between the Parties dated as of November 23, 2016 and amended by that certain First Amendment to Master Power Purchase and Sale Agreement dated as of June 1, 2021 (“Original Master Agreement”). Upon the Effective Date of this Master Agreement, the Original Master Agreement shall be of no further force or effect and any outstanding Transactions entered under the Original Master Agreement shall be governed by this Master Agreement.

The Collateral Annex, including the Paragraph 10 elections, dated as of the date of this Master Agreement, attached hereto as Exhibit A, is hereby added to the EEI. All existing and future Transactions will be subject to and margined under the aforementioned Collateral Annex. 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.” Upon execution of this Master Agreement by both Parties, both Parties agree to hereby terminate the Joinder to Intercreditor and Collateral Agency Agreement, dated June 1, 2021, attached hereto as Exhibit B, that was previously executed and delivered to the Collateral Agent (as defined in the Intercreditor Agreement dated December 15, 2016).

The Parties to this Master Agreement are the following:

Name: Morgan Stanley Capital Group (“Party A”) Name: Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE” or “Party
B”)
All Notices:

Commodities Department – 3rd Floor
1585 Broadway
New York, New York 10036
Attn: Power Manager
Phone: (914) 225-1500
Facsimile: (212) 404-9899
Duns: 130198013
Federal Tax ID Number: 13-3200368
All Notices:
333 W. El Camino Real, Suite 330
Sunnyvale, California 94087
Attn: Monica Padilla, CEO and Kris Van Vactor,
Director of Power Resources
Phone: (408) 549-2683
Email [email protected] and
[email protected]
Duns: 08-046-2990
Federal Tax ID Number: 81-2158638
Invoices:

Attn: Commodities Settlements
Phone: (443) 627-6673
Email: [email protected]
Invoices:

Attn: Power Supply Group
Phone: (408) 721-5301
Email: [email protected]
Item 1h
Attachment 2
Execution Copy_2.9.2026
2 Scheduling:

Attn: 24-hour Scheduling in US:

Phone: (914) 225-1500
Pre-scheduling:
(914) 225-1501
24-hour Scheduling in Vancouver:
(604) 658-8120
Facsimile: (212) 507-4821
Email: [email protected]
Option Exercise Line:

Phone: (914) 225-1501
Scheduling:

Attn: Tenaska
Team Email: [email protected]
Attn: 24x7 Operations Desk
Phone: 817-462-1509
Email: [email protected]
Attn: Adam Cochran, Manager, Operations
Phone: (817) 303-3632; (817) 658-2571; (817)
303-1104
Email: [email protected]
Attn: Paul Messmann, Senior System Operator
Phone: (817) 804-8719; (847) 612-4566; (817)
303-1104
Email: [email protected]
Outage information: [email protected]
Resource testing information: [email protected]
Payments:

Attn: Commodities Settlements
Phone: (443) 627-6673
Email: [email protected]
Payments:

Attn: Finance Group
Phone: (408) 721-5301
Email: [email protected]
Wire Transfer:

BNK: Northern Trust International NY
ABA: 026001122
ACCT: 102897-20010
Morgan Stanley Capital Group Inc.

Wire Transfer:

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

Attn: Collateral Department
Phone: (212) 276-7166
Email: [email protected]
Credit and Collections:

Attn: Finance Group
Phone: (408) 721-5301
Email: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Attn: Morgan Stanley Capital Group Inc.
1585 Broadway
New York, New York 10036-8293
Attention: Close-out Notices
Phone: N/A
Email: With a mandatory copy to:

Email.: [email protected]
With additional Notices of an Event of Default or
Potential Event of Default to:

Michael Callahan, General Counsel
Email: [email protected]
and to:

Kris Van Vactor, Director of Power Resources
Email: [email protected]
and to:

Amrit Singh, Chief Financial Officer/Director of
Administrative Services
Email: [email protected]
Item 1h
Attachment 2
Execution Copy_2.9.2026
3 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: Market-Based Rate Tariff Dated: 11/8/1994 Docket Number: ER94-1384-000 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: Morgan
Stanley
Cross Default Amount: $10,000,000
■ Cross Default for Party B:
■ Party B: SVCE Cross Default Amount: $5,000,000
□ 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 Silicon Valley Clean Energy as soon as practicable after demand, but in no event later than 120 days after the end of each annual period and such 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 Silicon Valley Clean Energy as soon as practicable upon demand, but in no event later than 60 days after the applicable quarter. In all cases the statements shall be for the most recent accounting period and shall be prepared Item 1h
Attachment 2
Execution Copy_2.9.2026
4 in accordance with generally accepted accounting principles; provided, however, that 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 audited statement will be provided within 90 days after the fiscal quarter during which Party A begins deliveries under a Transaction. Party B’s fiscal year ends June 30.
(b) Credit Assurances:
■ Not Applicable
□ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
See the Collateral Annex attached hereto, which upon
effectiveness shall replace Articles 8.1(c) and 8.2(c) in their entirety.
(d) Downgrade Event:
■ Not Applicable
□ Applicable
(e) Guarantor for Party B: N/A
Guarantee Amount: ____________________________

8.2 Party B Credit Protection:
(a) Financial Information:
□ Option A
□ Option B - Specify:
■ Option C - Specify: Morgan Stanley
The annual report containing unaudited consolidated
financial statements for such fiscal year of Party A’s
Guarantor as soon as practicable after demand, but in no event later than 120 days after the end of each annual period of Party A’s Guarantor and unaudited semi-annual financials within 60 days after the end of each semi-annual period of Party A’s Guarantor, and such request will be deemed to have been filled if such financial statements are available at:
www.morganstanley.com or at www.sec.gov. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that 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 Item 1h
Attachment 2
Execution Copy_2.9.2026
5 pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:
■ Not Applicable
□ Applicable
(c) Collateral Threshold:
□ Not Applicable
■ Applicable
See the Collateral Annex attached hereto which upon
effectiveness shall replace Articles 8.1(c) and 8.2(c) in their entirety.
(d) Downgrade Event:
■ Not Applicable
□ Applicable
(e) Guarantor for Party A: Morgan Stanley
Guarantee Amount: Unlimited
Article Ten
Confidentiality ■ Confidentiality Applicable If not checked, inapplicable.

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 The following changes shall apply:

1. 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 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 and shall exclude, in the case of Party A, any such person that is not organized or existing under the jurisdiction of Canada or the United States or a political subdivision thereof and Morgan Stanley Derivative Products Inc.”

2. 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. Section 1.12 is amended by deleting the word “issues” and replacing it with “issue”.

4. Section 1.23 shall be amended by inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two.”
Item 1h
Attachment 2
Execution Copy_2.9.2026
6 5. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

6. 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.”

7. Section 1.50 (Recording) Delete the reference to “Section 2.4” and replace it with “Section 2.5”.

8. Section 1.51 is amended by (i) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point”, and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with the phrase “absent a purchase”.

9. Section 1.52 is deleted in its entirety and replaced as follows: “S&P” means S&P Global Ratings, or its successor.”

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

11. 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.”

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

13. Section 1.61 is amended by adding the following definition: “Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.).”

14. In Section 2.1, delete the first sentence in its entirety and replace with the following:
“A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties.”

15. In Section 2.1, the last sentence is deleted in its entirety and replaced with the following:
“Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, Party A acknowledges that no employee of Party B may amend or otherwise materially modify this Master Agreement or a Transaction, or enter into a new Transaction, without the approval of the board of Party B, which may be granted on a prospective basis, and that evidence of such approval, including a certified incumbency setting Item 1h
Attachment 2
Execution Copy_2.9.2026
7 forth the name and signatures of employees of Party B with authority to act on behalf of Party B, will be provided pursuant to Section 10.13.”

16. Section 2.3 is hereby 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.”

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

18. Section 3.2 is hereby 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.”

19. Section 3.3 is hereby amended by adding at the end thereof:
“The non-Claiming Party shall have until the end of the next Business Day to notify the Claiming Party that it objects to or disputes the existence of Force Majeure.”

20. In Section 5.1(a), change “three (3) Business Days” to “five (5) Business Days”.

21. Section 5.1(h)(ii) is amended by deleting the phrase “and such failure shall not be remedied within three (3) Business Days after written notice” in the third and fourth line thereof.

22. 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;”

23. Section 5.1(h)(v) – “Events of Default”
Add “made in connection with this Agreement” after “any guaranty”.

24. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding new subsections which read as follows:
“(i) a representation or warranty with respect to the Defaulting Party’s financial statement that is false or misleading if such false or misleading statement is not remedied within five (5) Business Days after written notice;”
“(j) revocation or suspension by the Federal Energy Regulatory Commission of Party A’s authorization to make sales at market-based rates, and Party A is unable to reinstate such authorization within ninety (90) days;”
“(k) A Party or its Guarantor suffering or being the subject of a default, event of default, termination event, breach or other similar condition or event (howsoever expressed) that has not been remedied within the applicable grace periods under any other agreement or instrument (including, without limitation, commodity and financial derivative agreements or transactions) between a Party or one Item 1h
Attachment 2
Execution Copy_2.9.2026
8 of its Affiliates and the other Party or one of its Affiliates, where the result of such event has been the termination and liquidation of transactions and the acceleration of amounts due thereunder.”

25. Section 5.2 is amended by:
(i) changing in line 3 “Tight (i) to” to “right to (i)”; (ii) deleting the following phrase from the last line: “as soon thereafter as is reasonably practicable”; and
(iii) adding the following to the end of that provision: “then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section

5.3 below). The Gains and Losses for each Terminated Transaction shall be determined by the Non- Defaulting Party calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In making such calculation, the Non- Defaulting Party may reference information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets.

Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If the Non-Defaulting Party’s calculation of a Settlement Amount results in an amount that would be due to the Defaulting Party (i.e. the Defaulting Party was in-the-money for such Transaction), then for purposes of the calculation of the Termination Payment such Settlement Amount shall be deemed to be zero dollars ($0.00); provided, however, that if the Non-Defaulting Party has declared an Early Termination Date under either (i) Section 5.1 (d) or (ii) Section 5.1 ( h ) (either such event, a “Defaulting Party Credit Event”) the Settlement Amount shall not be deemed to be zero dollars ($0.00) and shall be equal to the amount originally calculated by the Non- Defaulting Party. If a Termination Payment would be due from the Non-Defaulting Party due to a Defaulting Party Credit Event, the Non-Defaulting Party may elect to pay the Termination Payment over the delivery term of the Terminated Transaction(s) by providing written notice to the Defaulting Party. The Non-Defaulting Party shall provide the Defaulting Party with a written explanation of the method for payment of the Termination Payment and the method shall ensure that the Defaulting Party receives a payment each month through the end of the term of each Terminated Transaction in a manner reasonably designed to replicate as closely as possible the payment streams under each such Terminated Transaction.”

26. Section 5.3 is amended by inserting before the first line thereof the following new sentence:
“A Party shall determine the Settlement Amount for each Terminated Transaction as of the relevant Early Termination Date, or if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable.”
Item 1h
Attachment 2
Execution Copy_2.9.2026
9 27. Section 5.3 shall be amended by adding the phrase “plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security then available to 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.

28. In Section 6.3, lines 3, 16 & 18, change twelve (12) months to twenty-four (24) months.

29. In Sections 8.1(d) and 8.2(d) on line 5, change “three (3) Business Days” to “five (5) Business Days”.

30. In Section 8.2(d ), remove “determined by Party A in a commercially reasonable manner” at the end of the first sentence and replace it with “equal to the amount of the Termination Payment”.

31. Section 8.4 is added as follows:
“In no event shall a Party be required to provide Credit Assurances, Independent Amounts or any other collateral that in the aggregate exceeds Termination Payment.”

32. 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) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”;
(xv) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”;
(xvi) each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts, constitute a “contractual right to liquidate” Transactions;
(xvii) it is an “eligible commercial entity” within the meaning of Section la (17) of the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000 (the “Commodity Exchange Act”);
(xviii) it is an “eligible contract participant” within the meaning of Section 1a (18) of the Commodity Exchange Act; and
(xix) it continuously represents that it is not (i) an employee benefit plan (hereinafter an “ERISA Plan”), as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title I of ERISA or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or subject to any other statute, regulation, procedure or restriction that is materially similar to Section 406 of ERISA or Section 4975 of the Code (together with ERISA Plans, “Plans”), (ii) a person any of the assets of whom constitute assets of a Plan, or (iii) in connection with any Transaction under this Agreement, a person acting on behalf of a Plan, or using the assets of a Plan. It will provide notice to the other party in the event that it is aware that it is in breach of any aspect of this representation or is aware that with the passing of time, giving of notice or expiry of any applicable grace period it will breach this representation.

Item 1h
Attachment 2
Execution Copy_2.9.2026
10 33. Section 10.2(viii) is hereby amended by adding at the end thereof:
“; it is understood that information and explanations of the terms and conditions of each such Transaction shall not be considered investment or trading advice or a recommendation to enter into that Transaction, and the other Party is not acting with respect to any communication ( written or oral) as a "municipal advisor," as such term is defined in Section 975 of the U.S.

Dodd-Frank Wall Street Reform & Consumer Protection Act; no communication (written or oral) received from the other Party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction; and the other Party is not acting as a fiduciary for or an adviser to it in respect of that Transaction;”

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

35. Section 10.5 shall be amended by deleting the words from the beginning of clause (ii) through the words prior to "provided, however" and replacing them with:
“(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any”.

36. Section 10.6 shall be 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: “NOTWITHSTANDING THE FOREGOING, IN

RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY, (a) EACH PARTY HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO ATRIAL 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 Item 1h
Attachment 2
Execution Copy_2.9.2026
11 OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii ) ACKNOWLEDGES THAT IT AND THE OTHER

PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION, (b) EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE

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 prevailing Party shall be entitled to an award of its fees and expenses of any referee appointed in such action or proceeding.”

37. Section 10.7 is deleted in its entirety and replaced with the following:
“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.

38. Section 10.8 shall be amended by:
(i) adding at the end of the second to last sentence: “and the rights of either Party pursuant to (i) Article 5, (ii) Section 7.1, (iii) Section 10.11 (iv) Waiver of Jury Trial provisions, if applicable, (v) the obligation of either Party to make payments hereunder, (vi) Section 10.6, (vii) Section 10.13 and (viii) section 10.4 shall also survive the termination of the Agreement or any Transaction.”; and
(ii) 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 counterparty were upon a single instrument. Delivery of an executed signature page of this Master Agreement and any Item 1h
Attachment 2
Execution Copy_2.9.2026
12 Confirmation by a PDF attachment to an email be the same as delivery of a manually executed signature page.”

39. In section 10.9 insert the words “certified and authenticated copies of, or originals at the option of the Party providing the records” after the word “examine” in line 2.

40. Section 10.10 shall be 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.”

41. Section 10.11 is deleted in its entirety and replaced with the following:
“10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section

10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to, or any annex to, this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors, or any such representatives of a Party’s Affiliates (all collectively referred to as “Representatives”) who have a need to know such information and who the Party is satisfied will keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding or request by a regulatory authority and in the event that any disclosure is requested or required by the regulatory authority or a government body by interrogatory, request for information or documents, subpoena, deposition, civil investigative demand or applicable law, the Party subject to such request or requirement may disclose to the extent so requested or required but shall promptly notify the other Party, prior to such disclosure, if such Party’s counsel determines that such notice is permitted by law, so that the other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 10.11. Failing the entry of a protective order or the receipt of a waiver hereunder, that Party may disclose that portion of the Confidential Information as requested or required. In any event, a Party will not oppose action by the other to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. Each Party shall be liable for breach of any confidentiality obligation pursuant to this Master Agreement by such Representatives. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index. Party A and Party B acknowledge and agree that the Master Agreement and any Confirmations executed in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). Party B acknowledges that Party A may submit information to Party B that the other party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section Item 1h
Attachment 2
Execution Copy_2.9.2026
13 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code Sections 6254 and 6255). Party A acknowledges that Party B may submit to Party A information that Party B considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act (Government Code sections 6254 and 6255). In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential”. The parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as Confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Agreement (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information” and the disclosing Party, the “Disclosing Party”), the Party receiving such request (the “Receiving Party”) assoon as practical, shall notify the Disclosing Party that such request has been made as specified in the Cover Sheet. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it.”

42. The following Mobile-Sierra clause shall be added as a Section 10.12:
“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 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 Utility District No. I of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008) and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, etal., v. Maine Public Utilities Commission et al.

No. 08-674. 130 S.Ct. 693 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard applies, to the maximum degree permitted under the NRG Order.
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Item 1h
Attachment 2
Execution Copy_2.9.2026
14 Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).”

43. The following shall be added as a new Section 10.13:
“Party B’s Deliveries. On the Effective Date and as a condition to the obligations of Party A under this Agreement, Party B shall provide to Party A a certificate, dated as of the Effective Date and signed by an authorized signatory of Party B, certifying as to the completeness and correctness of attached copies of (i) the deliveries of Party B under Section 3.4, and (ii) 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 name and signatures of employees of Party B with authority to act on behalf of Party B.”

44. The following shall be added as a new Section 10.14:
“Party A’s Deliveries. On the Effective Date and as a condition to the obligations of Party B under this Agreement, Party A shall provide to Party B a certificate, signed by an authorized signatory of Party A, certifying as to the completeness and correctness of attached copies of (i) a certificate of good standing issued by the Delaware Secretary of State as of a recent date, (ii) resolutions of the managers, members, or other governing body, as applicable, of Party A approving the execution, delivery and performance of a physical power Master Agreement and any Confirmations executed in connection therewith, and (iii) the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection herewith.”

45. The following shall be added as a new Section 10.15:
“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. 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.”

46. The following new Section shall be added as Section 10.16:
“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 evidenced on paper, the Confirmation, if introduced as evidence in automated facsimile form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, Item 1h
Attachment 2
Execution Copy_2.9.2026
15 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 (or photocopies of 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.”

47. The following new Section shall be added as Section 10.17:
“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:
(i) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the Floating Price specified in the Transaction for the first Trading Day thereafter on which no Market Disruption Event exists; provided, however, if the Floating Price is not so determined within three (3) Business Days after the first Trading Day on which the Market Disruption Event occurred or existed, then the Parties shall negotiate in good faith to agree on a Floating Price (or a method for determining a Floating Price), and if the Parties have not so agreed on or before the twelfth Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be determined in good faith by taking the average of two dealer quotes obtained from dealers of the highest credit standing which satisfy all the criteria that the Seller applies generally at the time in deciding to offer or to make an extension of credit. Notwithstanding the foregoing and subject to time limitations set forth in Sub-Section (ii) below, if the Parties have determined a Floating Price pursuant to this Sub-Section (i) and at a later date the responsible Price Source announces or publishes the relevant Floating Price, then such Floating Price shall be treated as a corrected price pursuant to Sub-Section (ii) below.” “Determination Period” means each calendar month, a part or all of which, is within the Delivery Period of a Transaction.
“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 or publish the specified Floating Price or information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange 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 specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price. “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. “Trading Day” means a day in respect of which the relevant Price Source published the Floating Price.

Item 1h
Attachment 2
Execution Copy_2.9.2026
16 (ii) Corrections to Published Prices. For purposes of determining a Floating Price 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 within three (3) years of the original 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. (iii) Calculation of Floating Price. For purposes of calculating 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.”

48. The following new Section shall be added as Section 10.18:
“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.”

49. The following shall be added as Section 10.19:
“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.”
SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS Schedule M is deleted in its entirety and replaced with the following:

1. The Parties agree to add the following definitions to Article One:
“Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.).
“Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political Item 1h
Attachment 2
Execution Copy_2.9.2026
17 subdivision or public entity of the United States, one or more States or territories or any combination thereof.

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 Party B, Force Majeure does not include any action taken by Party B 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 name 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 the Secured Account 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. If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one of the options under Section 8.3, the Parties agree to add the following section to Article Three:

Section 3.6 Governmental Entity or Public Power System Security. With respect to each Transaction, Governmental Entity or Public Power System shall upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder.

5. The Parties agree to add the following representations and warranties to Section 10.2:
“Party B represents and warrants to Party A continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each 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 all applicable laws and Party B’s ordinances, bylaws or other regulations, (ii) all persons making up Item 1h
Attachment 2
Execution Copy_2.9.2026
18 the governing body of Party B 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 Party B 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) Party B’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 Party B’s obligations hereunder and under each Transaction, (vi) entry into and performance of this Master Agreement and each Transaction by Party B will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Party B or any members of Party B otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Party B or create any kind of lien on, or security interest in, any property or revenues of Party B.”

6. 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 following shall be added at the end of Schedule P:
“If the Parties agree to a service level/product defined by reference to a different agreement (e.g., the MAPP Restated Agreement, the WSPP Agreement, ERCOT Guides) 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 as defined by such other agreement, including if applicable, the regional reliability requirements and guidelines as well asthe specific excusesfor performance, Force Majeure, Uncontrollable Forces, or othersuch 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 remain applicable.”

2. The following shall be added at the end of 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.”

3. The following shall be added at the end of Schedule P:

Item 1h
Attachment 2
Execution Copy_2.9.2026
19 “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.
[Signatures appear on the following page.]
Item 1h
Attachment 2
1 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.

MORGAN STANLY CAPITAL GROUP INC. SILICON VALLEY CLEAN ENERGY AUTHORITY, a California joint powers authority
By: By:

Name: Name:

Title: 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.

EXHIBIT A

COLLATERAL ANNEX
This Collateral Annex, together with the Paragraph 10 Elections, (the “Collateral Annex”) supplements, forms a part of, and is subject to, the EEI Master Power Purchase and Sale Agreement, dated September 8, 2025, including the Cover Sheet and any other annexes thereto between Morgan Stanley Capital Group Inc. (“Party A”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Party B”). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given such terms in the Agreement.

The obligations of each Party under the Agreement shall be secured in accordance with the provisions of this Collateral Annex, which, except as provided below, sets forth the exclusive conditions under which a Party will be required to Transfer Performance Assurance in the form of Cash, a Letter of Credit or other property as agreed to by the Parties, as well as the exclusive conditions under which a Party will release such Performance Assurance. This Collateral Annex supercedes and replaces in its entirety Sections 8.1(c), 8.2(c) and 8.3 of the Agreement and the defined terms used therein to the extent that such terms are otherwise defined and used in this Collateral Annex. In addition, to the extent that the Parties have specified on the Cover Sheet that Sections 8.1(b), 8.1(d), 8.2(b) or 8.2(d) of the Agreement are applicable, then the definition of Performance Assurance as used in this Collateral Annex shall apply and Paragraphs 2, 6, 7 and 9 of this Collateral Annex shall apply to any such Performance Assurance posted under such provisions, it being understood that nothing contained in this Collateral Annex shall change any election that the Parties have specified on the Cover Sheet with respect to Sections 8.1(b), 8.1(d), 8.2(b) or

8.2(d) of the Agreement, which provisions require a Party to Transfer Performance Assurance under certain circumstances not contemplated by this Collateral Annex.

Paragraph 1. Definitions.

For purposes of this Collateral Annex, the following terms have the respective definitions set forth below:
“Calculation Date” means any Local Business Day on which a Party chooses or is requested by the other Party to make the determinations referred to in Paragraphs 3, 4, 5 or 8 of this Collateral Annex. “Cash” means U.S. dollars held by or on behalf of a Party as Performance Assurance hereunder. “Collateral Account” shall have the meaning attributed to it in Paragraph 6(a)(ii)(B). “Paragraph 10 Cover Sheet” means the Cover Sheet attached to this Collateral Annex setting forth certain elections governing this Collateral Annex.
“Collateral Requirement” shall have the meaning attributed to it in Paragraph 3(b). “Collateral Threshold” means, with respect to a Party, the collateral threshold, if any, set forth in the Paragraph 10 Cover Sheet for a Party.
“Collateral Value” means (a) with respect to Cash, the face amount thereof; (b) with respect to Letters of Credit, the Valuation Percentage multiplied by the stated amount then available under the Letter of Credit to be unconditionally drawn by the beneficiary thereof; and (c) with respect to other forms of Performance Assurance, the Valuation Percentage multiplied by the fair market value on any Calculation Date of each item of Performance Assurance on deposit with, or held by or for the benefit of, a Party pursuant to this Collateral Annex as determined by such Party in a commercially reasonable manner. “Credit Rating” means with respect to any entity, on any date of determination, the respective ratings then assigned to such entity’s unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Moody’s or other specified rating agency or agencies or if such entity does not have a rating for its unsecured, senior long-term debt or deposit obligations, then the rating assigned to such entity as its “corporate credit rating” by S&P. “Credit Rating Event” shall have the meaning attributed to it in Paragraph 6(a)(iii).

Item 1h
Attachment 2
3 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “Current Mark-to-Market Value” of an outstanding Transaction, on any Calculation Date, means the amount, as calculated in good faith and in a commercially reasonable manner, which a Party to the Agreement would pay to (a negative Current Mark-to-Market Value) or receive from (a positive Current Mark-to-Market Value) the other Party as the Settlement Amount (calculated at the mid-point between the bid price and the offer price) for such Transaction. “Custodian” shall have the meaning attributed to it in Paragraph 6(a)(I). “Downgraded Party” shall have the meaning attributed to it in Paragraph 6(a)(I). “Eligible Collateral” means, with respect to a Party, the Performance Assurance specified for such Party on the Paragraph 10 Cover Sheet.
“Exposure” of one Party (“Party X”) to the other Party (“Party Y”) for each Transaction means (without duplication) as of any Calculation Date the sum of the following:
(a) the aggregate of all amounts in respect of such Transaction that are owed or otherwise accrued and payable (regardless of whether such amounts have been or could be invoiced) to Party X and that remain unpaid as of such Calculation Date minus the aggregate of all amounts in respect of such Transaction that are owed or otherwise accrued and payable (regardless of whether such amounts have been or could be invoiced) to Party Y and that remain unpaid as of such Calculation Date; plus
(b) the Current Mark-to-Market Value of such Transaction to Party X. “Exposure Amount” shall have the meaning set forth in Paragraph 3(a). “Independent Amount” means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party (which amount, if designated, shall either be a Fixed Independent Amount, a Full Floating Independent Amount or a Partial Floating Independent Amount, in each case, as designated on the Paragraph 10 Cover Sheet), or if no amount is specified, zero, or with respect to either Party, an additional or reduced amount agreed to as such for that Party in respect of a Transaction.
“Interest Amount” means with respect to a Party and an Interest Period, the sum of the daily interest amounts for all days in such Interest Period; each daily interest amount to be determined by such Party as follows: (a) the amount of Cash held by such Party on that day; multiplied by (b) the Interest Rate for that day, divided by (c) 360. “Interest Period” means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred by a Party (or if no Interest Amount has yet been Transferred by such Party, the Local Business Day on which Cash was Transferred to such Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.
“Interest Rate” means, in respect of a Party holding Cash, the rate specified for such Party in the Paragraph 10 Cover Sheet.
“Letter of Credit” means an irrevocable, transferable, standby letter of credit, issued by a major U.S. commercial bank or the U.S. branch office of a foreign bank with, in either case, a Credit Rating of at least (a) “A-” by S&P and “A3” by Moody’s, if such entity is rated by both S&P and Moody’s or (b) “A-” by S&P or “A3” by Moody’s, if such entity is rated by either S&P or Moody’s but not both, substantially in the form set forth in Schedule 1 attached hereto, with such changes to the terms in that form as the issuing bank may require and as may be acceptable to the beneficiary thereof. “Letter of Credit Default” means with respect to a Letter of Credit, the occurrence of any of the following events: (a) the issuer of such Letter of Credit shall fail to maintain a Credit Rating of at least (I) “A-” by S&P or “A3” by Moody’s, if such issuer is rated by both S&P and Moody’s, (ii) “A-” by S&P, if such issuer is rated only by S&P, or (iii) “A3” by Moody’s, if such issuer is rated only by Moody’s; (b) the issuer of the Letter of Credit shall fail to comply with or perform its obligations under such Letter of Credit; (c) 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; (d) such Letter of Credit shall expire or terminate, or shall fail or cease to be in full force and effect at any time during the term of the Agreement, in any such case without replacement; or (e) the issuer of such Letter of Credit shall become Bankrupt; provided, however, that no Letter of Credit Default shall occur or be Item 1h
Attachment 2
4 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association continuing in any event with respect to a Letter of Credit after the time such Letter of Credit is required to be canceled or returned to a Party in accordance with the terms of this Collateral Annex. “Local Business Day” means, a day on which commercial banks are open for business (a) in relation to any payment, in the place where the relevant account is located and (b) in relation to any notice or other communication, in the city specified in the address for notice provided by the recipient. “Minimum Transfer Amount” means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party.
“Net Exposure” shall have the meaning attributed to it in Paragraph 3(a). “Notification Time” means 11:00, New York time, on any Calculation Date or any different time specified in the Paragraph 10 Cover Sheet.
“Obligations” shall have the meaning attributed to it in Paragraph 2. “Performance Assurance” means all Eligible Collateral, all other property acceptable to the Party to which it is Transferred, and all proceeds thereof, that has been Transferred to or received by a Party hereunder and not subsequently Transferred to the other Party pursuant to Paragraph 5 or otherwise received by the other Party. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(a)(iv) and any Cash received and held by a Party after drawing on any Letter of Credit will constitute Performance Assurance in the form of Cash, until all or any portion of such Cash is applied against Obligations owing to such Party pursuant to the provisions of this Collateral Annex. Any guaranty agreement executed by a Guarantor of a Party shall not constitute Performance Assurance hereunder. “Pledging Party” shall have the meaning attributed to it in Paragraph 3(b). “Qualified Institution” means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, with (I) a Credit Rating of at least (a) “A-” by S&P and “A3” by Moody’s, if such entity is rated by both S&P and Moody’s or (b) “A-” by S&P or “A3” by Moody’s, if such entity is rated by either S&P or Moody’s but not both, and (ii) having a capital and surplus of at least $1,000,000,000. “Reference Market-maker” means a leading dealer in the relevant market selected by a Party determining its Exposure in good faith from among dealers of the highest credit standing which satisfy all the criteria that such Party applies generally at the time in deciding whether to offer or to make an extension of credit. “Rounding Amount” means, with respect to a Party, the amount, if any, set forth in the Paragraph 10 Cover Sheet for such Party.
“Secured Party” shall have the meaning attributed to it in Paragraph 3(b). “Transfer” means, with respect to any Performance Assurance or Interest Amount, and in accordance with the instructions of the Party entitled thereto:
(a) in the case of Cash, payment or transfer by wire transfer into one or more bank accounts specified by the recipient;
(b) In the case of Letters of Credit, delivery of the Letter of Credit or an amendment thereto to the recipient; and
(c) in the case of any other type of Performance Assurance, delivery thereof as specified by the recipient. “Valuation Percentage” means, with respect to any Performance Assurance designated as Eligible Collateral on the Paragraph 10 Cover Sheet, the Valuation Percentage specified for such Performance Assurance on the Paragraph 10 Cover Sheet.

As security for the prompt and complete payment of all amounts due or that may now or hereafter become due from a Party to the other Party and the performance by a Party of all covenants and obligations to be performed by it pursuant to this Collateral Annex, the Agreement, all outstanding Transactions and any other documents, instruments or agreements executed in connection therewith (collectively, the “Obligations”), each Party hereby pledges, assigns, conveys and transfers to the other Party, and hereby grants to the other Party a present and continuing security interest in and to, and a general first lien upon and right of set off against, all Performance Assurance which has been or may in the future be Transferred to, or received by, the other Party and/or its Custodian, and all dividends, interest, and other proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the foregoing and each Party agrees to take such action as the other Party reasonably requests in order to perfect the other Party’s continuing security interest in, and lien on (and right of setoff against), such Performance Assurance.

Paragraph 3. Calculations of Collateral Requirement.
(a) On any Calculation Date, the “Exposure Amount” for each Party shall be calculated for all Transactions for which there are any Obligations remaining unpaid or unperformed, by calculating each Party’s Exposure to the other Party in respect of each such Transaction and determining the net aggregate sum of all Exposures for all Transactions for each Party.

The Party having the greater Exposure Amount at any time (the “Secured Party”) shall be deemed to have a “Net Exposure” to the other Party equal to the Secured Party’s Exposure Amount. (b) The “Collateral Requirement” for a Party (the “Pledging Party”) means the Secured Party’s Net Exposure minus the sum of:
(1) the Pledging Party’s Collateral Threshold; plus
(2) the amount of Cash previously Transferred to the Secured Party, the amount of Cash held by the Secured Party as Performance Assurance as a result of drawing under any Letter of Credit, and any Interest Amount that has not yet been Transferred to the Pledging Party; plus
(3) the Collateral Value of each Letter of Credit and any other form of Performance Assurance (other than Cash) maintained by the Pledging Party for the benefit of the Secured Party; provided, however, that, the Collateral Requirement of a Party will be deemed to be zero (0) whenever the calculation of such Party’s Collateral Requirement yields a number less than zero (0).

Paragraph 4. Delivery of Performance Assurance.

On any Calculation Date on which (a) no Event of Default or Potential Event of Default has occurred and is continuing with respect to the Secured Party, (b) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party for which there exist any unsatisfied payment Obligations, and (c) the Pledging Party’s Collateral Requirement equals or exceeds its Minimum Transfer Amount, then the Secured Party may demand that the Pledging Party Transfer to the Secured Party, and the Pledging Party shall, after receiving such notice from the Secured Party, Transfer, or cause to be Transferred to the Secured Party, Performance Assurance for the benefit of the Secured Party, having a Collateral Value at least equal to the Pledging Party’s Collateral Requirement. The amount of Performance Assurance required to be Transferred hereunder shall be rounded up to the nearest integral multiple of the Rounding Amount. 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 the close of business on the next 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 the close of business on the second Local Business Day thereafter. Any Letter of Credit or other type of Performance Assurance (other than Cash) shall be Transferred to such address as the Secured Party shall specify and any such demand made by the Secured Party pursuant to this Paragraph 4 shall specify account information for the account to which Performance Assurance in the form of Cash shall be Transferred.

Paragraph 5. Reduction and Substitution of Performance Assurance.

Item 1h
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (a) On any Local Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to Cash), a Pledging Party may request a reduction in the amount of Performance Assurance previously provided by the Pledging Party for the benefit of the Secured Party, provided that, after giving effect to the requested reduction in Performance Assurance, (I) the Pledging Party shall in fact have a Collateral Requirement of zero; (ii) no Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing; and (iii) no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations. A permitted reduction in Performance Assurance may be effected by the Transfer of Cash to the Pledging Party or the reduction of the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party. The amount of Performance Assurance required to be reduced hereunder shall be rounded down to the nearest integral multiple of the Rounding Amount. The Pledging Party shall have the right to specify the means of effecting the reduction in Performance Assurance. In all cases, the cost and expense of reducing Performance Assurance (including, but not limited to, the reasonable costs, expenses, and attorneys’ fees of the Secured Party) shall be borne by the Pledging Party. Unless otherwise agreed in writing by the Parties, (i) if the Pledging Party’s reduction demand is made on or before the Notification Time on a Business Day, then the Secured Party shall have one (1) Local Business Day to effect a permitted reduction in Performance Assurance and (ii) if the Pledging Party’s reduction demand is made after the Notification Time on a Local Business Day, then the Secured Party shall have two (2) Local Business Days to effect a permitted reduction in Performance Assurance, in each case, if such reduction is to be effected by the return of Cash to the Pledging Party. If a permitted reduction in Performance Assurance is to be effected by a reduction in the amount of an outstanding Letter of Credit previously issued for the benefit of the Secured Party, the Secured Party shall promptly take such action as is reasonably necessary to effectuate such reduction.
(b) Except when (i) an Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations, the Pledging Party may substitute Performance Assurance for other existing Performance Assurance of equal Collateral Value upon one (1) Local Business Day’s written notice (provided such notice is made on or before the Notification Time, otherwise the notification period shall be two (2) Local Business Days) to the Secured Party; provided, however, that if such substitute Performance Assurance is of a type not otherwise approved by this Collateral Annex, then the Secured Party must consent to such substitution. Upon the Transfer to the Secured Party and/or its Custodian of the substitute Performance Assurance, the Secured Party and/or its Custodian shall Transfer the relevant replaced Performance Assurance to the Pledging Party within two (2) Local Business Days. Notwithstanding anything herein to the contrary, no such substitution shall be permitted unless (i) the substitute Performance Assurance is Transferred simultaneously or has been Transferred to the Secured Party and/or its Custodian prior to the release of the Performance Assurance to be returned to the Pledging Party and the security interest in, and general first lien upon, such substituted Performance Assurance granted pursuant hereto in favor of the Secured Party shall have been perfected as required by applicable law and shall constitute a first priority perfected security interest therein and general first lien thereon, and (ii) after giving effect to such substitution, the Collateral Value of such substitute Performance Assurance shall equal the greater of the Pledging Party’s Collateral Requirement or the Pledging Party’s Minimum Transfer Amount. Each substitution of Performance Assurance shall constitute a representation and warranty by the Pledging Party that the substituted Performance Assurance shall be subject to and governed by the terms and conditions of this Collateral Annex, including without limitation the security interest in, general first lien on and right of offset against, such substituted Performance Assurance granted pursuant hereto in favor of the Secured Party pursuant to Paragraph 2. (c) The Transfer of any Performance Assurance by the Secured Party and/or its Custodian in accordance with this Paragraph 5 shall be deemed a release by the Secured Party of its security interest, general first lien and right of offset granted pursuant to Paragraph 2 hereof only with respect to such returned Performance Assurance. In connection with each Transfer of any Performance Assurance pursuant to this Paragraph 5, the Pledging Party will, upon request of the Secured Party, execute a receipt showing the Performance Assurance Transferred to it.

Paragraph 6. Administration of Performance Assurance.
(a) Cash. Performance Assurance provided in the form of Cash to a Party that is the Secured Party shall be subject to the following provisions.
(i) If such Party is entitled to hold Cash, then it will be entitled to hold Cash or to appoint an agent which is a Qualified Institution (a “Custodian”) to hold Cash for it provided that the conditions for holding Cash that are set forth on the Paragraph 10 Cover Sheet for such Party are satisfied. If such Party is not entitled to hold Cash, Item 1h
Attachment 2
7 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association then the provisions of Paragraph 6(a)(ii) shall not apply with respect to such Party and Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B). Upon notice by the Secured Party to the Pledging Party of the appointment of a Custodian, the Pledging Party’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Cash by a Custodian will be deemed to be the holding of Cash by the Secured Party for which the Custodian is acting. If the Secured Party or its Custodian fails to satisfy any conditions for holding Cash as set forth above or in the Paragraph 10 Cover Sheet or if the Secured Party is not entitled to hold Cash at any time, then the Secured Party will Transfer, or cause its Custodian to Transfer, the Cash to a Qualified Institution and the Cash shall be maintained in accordance with Paragraph 6(a)(ii)(B), with the Party not eligible to hold Cash being considered the “Downgraded Party” (as defined below). Except as set forth in Paragraph 6(c), the Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions. (ii) Use of Cash. Notwithstanding the provisions of applicable law, if no Event of Default has occurred and is continuing with respect to the Secured Party and no Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party for which there exist any unsatisfied payment Obligations, then the Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business any Cash that it holds as Performance Assurance hereunder, free from any claim or right of any nature whatsoever of the Pledging Party, including any equity or right of redemption by the Pledging Party; provided, however, that if a Party or its Custodian is not eligible to hold Cash pursuant to Paragraph 6(a) (such Party shall be the “Downgraded Party” and the event that caused it or its Custodian to be ineligible to hold Cash shall be a “Credit Rating Event”) then:
(A) the provisions of this Paragraph 6(a)(ii) will not apply with respect to the Downgraded Party; and
(B) the Downgraded Party shall be required to Transfer (or cause to be Transferred) not later than the close of business on the next Local Business Day following such Credit Rating Event all Cash in its possession or held on its behalf to a Qualified Institution approved by the non-Downgraded Party (which approval shall not be unreasonably withheld), to a segregated, safekeeping or custody account (the “Collateral Account”) within such Qualified Institution with the title of the account indicating that the property contained therein is being held as Cash for the Downgraded Party. The Qualified Institution shall serve as Custodian with respect to the Cash in the Collateral Account, and shall hold such Cash in accordance with the terms of this Collateral Annex and for the security interest of the Downgraded Party and execute such account control agreements as are necessary or applicable to perfect the security interest of the Non-Downgraded Party therein pursuant to Section 9-314 of the Uniform Commercial Code or otherwise, and subject to such security interest, for the ownership and benefit of the non-Downgraded Party. The Qualified Institution holding the Cash will invest and reinvest or procure the investment and reinvestment of the Cash in accordance with the written instructions of the Pledging Party, subject to the approval of such instructions by the Downgraded Party (which approval shall not be unreasonably withheld), provided that the Qualified Institution shall not be required to so invest or reinvest or procure such investment or reinvestment if an Event of Default or Potential Event of Default with respect to the Pledging Party shall have occurred and be continuing. The Downgraded Party shall have no responsibility for any losses resulting from any investment or reinvestment effected in accordance with the Pledging Party’s instructions. (iii) Interest Payments on Cash. So long as no Event of Default or Potential Event of Default with respect to the Pledging Party has occurred and is continuing, and no Early Termination Date for which any unsatisfied payment Obligations of the Pledging Party exist has occurred or been designated as the result of an Event of Default with respect to the Pledging Party, and to the extent that an obligation to Transfer Performance Assurance would not be created or increased by the Transfer, in the event that the Secured Party or its Custodian is holding Cash, the Secured Party will Transfer (or caused to be Transferred) to the Pledging Party, in lieu of any interest or other amounts paid or deemed to have been paid with respect to such Cash (all of which may be retained by the Secured Party or its Custodian), the Interest Amount. The Pledging Party shall invoice the Secured Party monthly setting forth the calculation of the Interest Amount due, and the Secured Party shall make payment thereof by the later of (A) the third Local Business Day of the first month after the last month to which such invoice relates or (B) the third Local Business Day after the day on which such invoice is received. On or after the occurrence of a Potential Event of Default or an Event of Default with respect to the Pledging Party or an Early Termination Date as a result of an Event of Default Item 1h
Attachment 2
8 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association with respect to the Pledging Party, the Secured Party or its Custodian shall retain any such Interest Amount as additional Performance Assurance hereunder until the obligations of the Pledging Party under the Agreement have been satisfied in the case of an Early Termination Date or for so long as such Event of Default is continuing in the case of an Event of Default.
(b) Letters of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions.
(i) Unless otherwise agreed to in writing by the parties, each Letter of Credit shall be provided in accordance with Paragraph 4, and each Letter of Credit shall be maintained for the benefit of the Secured Party. The Pledging Party shall (A) renew or cause the renewal of each outstanding Letter of Credit on a timely basis as provided in the relevant Letter of Credit, (B) if the bank that issued an outstanding Letter of Credit has indicated its intent not to renew such Letter of Credit, provide either a substitute Letter of Credit or other Eligible Collateral, in each case at least twenty (20) Local Business Days prior to the expiration of the outstanding Letter of Credit, and (C) if a bank issuing a Letter of Credit shall fail to honor the Secured Party’s properly documented request to draw on an outstanding Letter of Credit, provide for the benefit of the Secured Party either a substitute Letter of Credit that is issued by a bank acceptable to the Secured Party or other Eligible Collateral, in each case within one (1) Local Business Day after such refusal, provided that, as a result of the Pledging Party’s failure to perform in accordance with (A), (B), or (C) above, the Pledging Party’s Collateral Requirement would be greater than zero. (ii) As one method of providing Performance Assurance, the Pledging Party may increase the amount of an outstanding Letter of Credit or establish one or more additional Letters of Credit. (iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter of Credit or other Eligible Collateral, in each case on or before the first Local Business Day after the occurrence thereof (or the fifth (5th) Local Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies). (iv) (A) Upon or at any time after the occurrence and continuation of an Event of Default with respect to the Pledging Party, or (B) if an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party for which there exist any unsatisfied payment Obligations, then the Secured Party may draw on the entire, undrawn portion of any outstanding Letter of Credit upon submission to the bank issuing such Letter of Credit of one or more certificates specifying that such Event of Default or Early Termination Date has occurred and is continuing. Cash proceeds received from drawing upon the Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party’s obligations to the Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds. Notwithstanding the Secured Party’s receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party. (v) In all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and attorneys’ fees of the Secured Party) of establishing, renewing, substituting, canceling, and increasing the amount of a Letter of Credit shall be borne by the Pledging Party. (c) Care of Performance Assurance. Except as otherwise provided in Paragraph 6(a)(iii) and beyond the exercise of reasonable care in the custody thereof, the Secured Party shall have no duty as to any Performance Assurance in its possession or control or in the possession or control of any Custodian or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Performance Assurance in its possession, and/or in the possession of its agent for safekeeping, if the Performance Assurance is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Performance Assurance, or for any diminution in the value thereof, by reason of the act or omission of any Custodian selected by the Secured Party in good faith except to the extent such loss or damage is the result of such agent’s willful misconduct or negligence. Unless held by a Custodian, the Secured Party shall at all times retain possession or control of any Performance Assurance Transferred to it. The holding of Performance Assurance by a Custodian for the benefit of the Secured Party shall be deemed to be the holding and possession of such Performance Assurance by the Secured Party for the purpose of perfecting the security interest in the Performance Assurance. Except as Item 1h
Attachment 2
9 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association otherwise provided in Paragraph 6(a)(ii), nothing in this Collateral Annex shall be construed as requiring the Secured Party to select a Custodian for the keeping of Performance Assurance for its benefit.

Paragraph 7. Exercise of Rights Against Performance Assurance. (a) In the event that (i) an Event of Default with respect to the Pledging Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Pledging Party, the Secured Party may exercise any one or more of the rights and remedies provided under the Agreement, in this Collateral Annex or as otherwise available under applicable law. Without limiting the foregoing, if at any time (i) an Event of Default with respect to the Pledging Party has occurred and is continuing, or (ii) an Early Termination Date occurs or is deemed to occur as a result of an Event of Default with respect to the Pledging Party, then the Secured Party may, in its sole discretion, exercise any one or more of the following rights and remedies:
(i) all rights and remedies available to a secured party under the Uniform Commercial Code and any other applicable jurisdiction and other applicable laws with respect to the Performance Assurance held by or for the benefit of the Secured Party;
(ii) the right to set off any Performance Assurance held by or for the benefit of the Secured Party against and in satisfaction of any amount payable by the Pledging Party in respect of any of its Obligations; (iii) the right to draw on any outstanding Letter of Credit issued for its benefit; and/or (iv) the right to liquidate any Performance Assurance held by or for the benefit of the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required by applicable law, free from any claim or right of any nature whatsoever of the Pledging Party, including any right of equity or redemption by the Pledging Party (with the Secured Party having the right to purchase any or all of the Performance Assurance to be sold) and to apply the proceeds from the liquidation of such Performance Assurance to and in satisfaction of any amount payable by the Pledging Party in respect of any of its Obligations in such order as the Secured Party may elect.
(b) The Pledging Party hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as the Pledging Party’s true and lawful attorney-in-fact with full irrevocable power and authority to act in the name, place and stead of the Pledging Party or in the Secured Party’s own name, from time to time in the Secured Party’s discretion, for the purpose of taking any and all action and executing and delivering any and all documents or instruments which may be necessary or desirable to accomplish the purposes of Paragraph 7(a). (c) Secured Party shall be under no obligation to prioritize the order with respect to which it exercises any one or more rights and remedies available hereunder. The Pledging Party shall in all events remain liable to the Secured Party for any amount payable by the Pledging Party in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off.
(d) In addition to the provisions of Paragraph 7(a), if at any time (i) an Event of Default with respect to the Secured Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party, then:
(1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; (2) the Pledging Party may do any one or more of the following: (x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (y) to the extent that the Performance Assurance or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and Item 1h
Attachment 2
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit.

Paragraph 8. Disputed Calculations
(a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made by the Secured Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Secured Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall thereupon be provided, returned, or reduced, if necessary, on the next Local Business Day in accordance with the results of such recalculation.
(b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made by the Pledging Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand is made by the Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail).

Performance Assurance shall thereupon be provided, returned, or reduced, if necessary, on the next Local Business Day in accordance with the results of such recalculation.

Paragraph 9. Covenants; Representations and Warranties; Miscellaneous. (a) The Pledging Party will execute and deliver to the Secured Party (and to the extent permitted by applicable law, the Pledging Party hereby authorizes the Secured Party to execute and deliver, in the name of the Pledging Party or otherwise) such financing statements, assignments and other documents and do such other things relating to the Performance Assurance and the security interest granted under this Collateral Annex, including any action the Secured Party may deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance, and the Pledging Party shall pay all costs relating to its Transfer of Performance Assurance and the maintenance and perfection of the security interest therein.
(b) On each day on which Performance Assurance is held by the Secured Party and/or its Custodian under the Agreement and this Collateral Annex, the Pledging Party hereby represents and warrants that:
(i) the Pledging Party has good title to and is the sole owner of such Performance Assurance, and the execution, delivery and performance of the covenants and agreements of this Collateral Annex, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, Item 1h
Attachment 2
11 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association the Performance Assurance, other than the security interests and liens created under the Agreement and this Collateral Annex;
(ii) upon the Transfer of Performance Assurance by the Pledging Party to the Secured Party and/or its Custodian, the Secured Party shall have a valid and perfected first priority continuing security interest therein, free of any liens, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest; and (iii) it is not and will not become a party to or otherwise be bound by any agreement, other than the Agreement and this Collateral Annex, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto.
(c) This Collateral Annex has been and is made solely for the benefit of the Parties and their permitted successors and assigns, and no other person, partnership, association, corporation or other entity shall acquire or have any right under or by virtue of this Collateral Annex.
(d) The Pledging Party shall pay on request and indemnify the Secured Party against any taxes (including without limitation, any applicable transfer taxes and stamp, registration or other documentary taxes), assessments, or charges that may become payable by reason of the security interests, general first lien and right of offset granted under this Collateral Annex or the execution, delivery, performance or enforcement of the Agreement and this Collateral Annex, as well as any penalties with respect thereto (including, without limitation costs and reasonable fees and disbursements of counsel). The Parties each agree to pay the other Party for all reasonable expenses (including without limitation, court costs and reasonable fees and disbursements of counsel) incurred by the other in connection with the enforcement of, or suing for or collecting any amounts payable by it under, the Agreement and this Collateral Annex. (e) No failure or delay by either Party hereto in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof.
(f) The headings in this Collateral Annex are for convenience of reference only, and shall not affect the meaning or construction of any provision thereof.

COLLATERAL ANNEX
to the

EEI MASTER POWER PURCHASE AND SALE AGREEMENT

CREDIT ELECTIONS COVER SHEET
Between
Morgan Stanley Capital Group Inc. (“MSCGI” or “Party A”) and
Silicon Valley Clean Energy Authority, a California joint powers 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.

Party A
Collateral Threshold _____Credit Rating
$__________ _______ (or above)
$__________ _______
$__________ _______
$__________ _______
$__________ Below _______
 The lesser of: (a) the amount (the “Threshold Amount”) set forth below under the heading “Party A Collateral Threshold” opposite the Credit Rating for Party A’s Guarantor on the relevant date of determination, and if Party A’s Guarantor’s Credit Ratings shall not be equivalent, the lower Credit Rating shall govern, and if Party A’s Guarantor shall have only one Credit Rating, such Credit Item 1h
Attachment 2
13 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Rating shall govern; or (b) zero if on the relevant date of determination its Guarantor does not have a Credit Rating from either of the rating agency(ies) 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.

Party A
Collateral Threshold S&P Credit Rating Moody’s Credit Rating $ AA- (or above) Aa3 (or above)
$ A+, A, A- A1, A2, A3
$ BBB+ Baa1
$ BBB Baa2
$ BBB- Baa3
$ 0 (zero) Below BBB- Below Baa3
 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 – The amount under the heading of “Party A Collateral Threshold” (the “Threshold Amount”) opposite whatever is the then Relevant Rating, provided that:
(a) If one MS Reference Entity ceases to be rated by the Rating Agencies, the lower of the MS Credit Ratings assigned to the other MS Reference Entity by the Rating Agencies shall be the Relevant Rating;
(b) If a Rating Agency ceases to assign a Credit Rating to an MS Reference Entity, the MS Credit Rating assigned to such MS Reference Entity by the other Rating Agency shall be the Credit Rating used for such entity in determining the Relevant Rating; (c) If a Rating Agency ceases to assign MS Credit Ratings to both MS Reference Entities, the higher of the MS Credit Ratings assigned to the MS Reference Entities by the other Rating Agency shall be the Relevant Rating; and
(d) if an Event of Default or a Potential Event of Default with respect to Party A has occurred and is continuing, the Threshold Amount with respect to Party A shall be zero; 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.

As used herein:
“MS Credit Ratings” means the relevant credit ratings assigned to each MS Reference Entity by Moody’s and S&P, and “MS Credit Rating” means any one of them.

Item 1h
Attachment 2
14 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “MS Reference Entities” means Party A and Morgan Stanley, and “MS Reference Entity” means either one of them, as the context may require.
“Rating Agencies” means S&P Global Ratings, acting through Standard & Poor's Financial Services LLC (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), and “Rating Agency” means either one of them.
“Relevant Rating” means the higher of (1) the lower of the ratings assigned to the long term, senior, unsecured debt of Party A’s Guarantor by S&P and Moody’s and (2) the lower of the long-term issuer ratings assigned to Party A by S&P and Moody’s.

Party A
Collateral Threshold S&P Credit Rating Moody’s Credit Rating $ 55,000,000 A & above A2 & above
$ 45,000,000 A- A3
$ 35,000,000 BBB+ Baa1
$ 15,000,000 BBB Baa2
$ 0 (zero) BBB- & below Baa3 & below
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.
 (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 lesser of: (a) the amount (the “Threshold Amount”) set forth below under the heading “Party B Collateral Threshold” opposite the Credit Rating for Party B on the relevant date of determination, Item 1h
Attachment 2
15 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association and if Party B’s Credit Ratings shall not be equivalent, the lower Credit Rating shall govern, and if Party B shall have only one Credit Rating, such Credit Rating shall govern; or (b) zero if on the relevant date of determination Party B does not have a Credit Rating from either of the rating agency(ies) 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 S&P Credit Rating Moody’s Credit Rating $ 55,000,000 A & above A2 & above
$ 45,000,000 A- A3
$ 35,000,000 BBB+ Baa1
$ 15,000,000 BBB Baa2
$ 0 (zero) BBB- & below Baa3 & 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
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] 100%
(B) Letters of
Credit
[X] [X] 100% unless either (i) a Letter of Credit Default shall have occurred and be continuing with
respect to such Letter of Credit, or (ii) fifteen
(15) or fewer Business Days remain prior to the
expiration of such Letter of Credit, in which
cases the Valuation Percentage shall be zero
(0).
(C) Other [ ] [ ] ________%
Item 1h
Attachment 2
16 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association III. Independent Amount.

A. Party A Independent Amount.
 Party A shall have a Fixed Independent Amount of $0 (zero). 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 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 $0 (zero). 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.

Item 1h
Attachment 2
17 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association  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
IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount: $ 100,000
B. Party B Minimum Transfer Amount: $ 100,000
provided that, in each case, (i) if the Party is a Defaulting Party at the time, its Minimum Transfer Amount will be zero, (ii) if a Secured Party is holding an amount of Performance Assurance at the time, the Secured Party’s Collateral Requirement is, or is deemed to be, zero at the time, and, but for its Minimum Transfer Amount, the Secured Party would be required to make a Transfer under Paragraph 4, the Minimum Transfer Amount for the Secured Party will be zero, and (iii) if no Transactions are outstanding, then the Minimum Transfer Amount for both Parties will be zero.

V. Rounding Amount.

A. Party A Rounding Amount: $ 10,000
B. Party B Rounding Amount: $ 10,000
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 or Party A’s Custodian 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) Party A’s Custodian, if any, is a Qualified Institution; and (3) 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.

Item 1h
Attachment 2
18 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association  Federal Funds Effective Rate - the rate for that day opposite the caption "Federal Funds (Effective)" as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.
 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 or Party B’s Custodian 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; (2) Party B’s Custodian, if any, is a Qualified Institution; and (3) 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.
 Federal Funds Effective Rate - the rate for that day opposite the caption "Federal Funds (Effective)" as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.
 Other - ____________
VII. Notification Time.
 Other - 10:00 a.m. Pacific Prevailing Time on a Local Business Day VIII. General.

Amendment to Introductory Paragraph:
(i) 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 Morgan Stanley Capital Group, Inc. (“Party A”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Party B”) (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 amended in its entirety as follows:
““Credit Rating” as it pertains to Party B means, on any date of determination, the lowest respective ratings then assigned to such entity’s issuer rating by Moody's or issuer credit rating by S&P”. (ii) “Credit Rating Event” shall be amended by replacing “6(a)(iii)” with “6(a)(ii)”.

Item 1h
Attachment 2
19 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (iii) “Downgraded Party” shall be amended by replacing “6(a)(i)” with “6(a)(ii)”. (iv) The definition of “Letter of Credit” shall be deleted from both the Master Agreement, as amended by the Cover Sheet thereto, and the Collateral Annex and replaced with the following:
“Letter(s) of Credit” shall mean an irrevocable, standby Letter of Credit, issued by an issuer or confirming entity, as applicable, that is a Qualified Institution 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 bank may require and as may be reasonably acceptable to the beneficiary thereof.”
(v) “Letter of Credit Default” shall be amended as follows:
a. Clause (a) shall be deleted and replaced with the following phrase: “(a) the issuer of such Letter of Credit shall fail to be a Qualified Institution”; and b. A new clause (f) shall be added after the existing clause (e) and immediately before the phrase “provided, however” as follows:
“(f) the Pledgor fails to extend or replace such Letter of Credit at least twenty (20) Local Business Days prior to its expiration” ; and
c. The following is added after the last sentence:
“Notwithstanding the foregoing, referencesto 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 to read as follows:
““Qualified Institution” means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, (a) with a Credit Rating of at least “A-” by S&P or “A3” by Moody’s, and (b) at least $10 Billion in “Common equity tier 1 capital”, within the meaning of Title 12, Section 217.20(b) of the Code of Federal Regulations, or any successor statute, and any applicable regulations thereunder.”
(x) “Reference Market-maker” is amended by adding “which is not an Affiliate of either Party” after the words “leading dealer” in the first line thereof.
(xi) “Secured Party” shall be amended by replacing “3(b)” with “3(a)”.

Amendments to Paragraph 4:
(i) The second to lastsentence 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 Item 1h
Attachment 2
20 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association 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 fourth line thereof.
(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 Pledging Party”. (iii) Paragraphs 6(b)(iii) and 6(b)(iv) are deleted and replaced in their entirety as follows:
“(iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter of Credit or other Eligible Collateral, in each case on or before the first (1st) Local Business Day after the occurrence thereof (or the third (3rd) Local Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies).
(iv) Notwithstanding anything herein to the contrary, (A) upon or at any time after the occurrence and during the continuation of an Event of Default with respect to the Pledging Party or (B) if an Early Termination Date has occurred or been designated and there exist any unsatisfied payment Obligations, then the Secured Party may draw on any outstanding Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledging Party but have not been paid to the Secured Party within the time allowed for such payments under this Agreement (including any related notice or grace period or both). If a Letter of Credit Default exists with respect to any Letter of Credit provided by or on behalf of the Pledging Party, then the Secured Party may draw on the Letter of Credit subject to such Letter of Credit Default in an amount equal to the entire, undrawn portion of such Letter of Credit. Draws on outstanding Letters of Credit shall be made upon submission to the bank issuing such Letter(s) of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit.

Cash proceeds received from drawing upon any Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party’s obligations to the Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds.

Notwithstanding the Secured Party’s receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured 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(d) is amended and restated in its entirety asfollows(with deleted text crossed-out (e.g., Item 1h
Attachment 2
21 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association crossed-out) and added text double underlined (e.g., double underlined) for illustrative purposes only):
(d) In addition to the provisions of Paragraph 7(a), if at any time (i) an Event of Default with respect to the Secured Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party (other than an Early Termination Date relating to less than all Transactions where the Secured Party has paid in full all of its obligations that are then due under the Agreement), then:
(1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including excluding any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; and
(2) the Pledging Party may do any one or more of the following: (x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance (other than any Letter of Credit), including any such rights and remedies under law then in effect; and (y) to the extent that the Performance Assurance (other than any Letter of Credit) or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance (other than any Letter of Credit) held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party.; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and
(3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit.
(iii) A new Paragraph 7(e) and a new Paragraph 7(f) are added as follows:
“(e) The Secured Party will transfer to the Pledging Party any proceeds and Performance Assurance remaining after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d) aftersatisfaction in full of all amounts payable by the Pledging Party with respect to any Obligations; the Pledging Party will in all events remain liable for any amounts unpaid after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d).
(f) When no amounts are or thereafter may become payable by the Pledging Party with respect to any Obligations, the Secured Party will Transfer to the Pledging Party all Performance Assurance and the Interest Amount, if any.”
Amendments to Paragraph 8:
(i) Paragraphs 8(a) and 8(b) are both amended by adding after the third sentence of each paragraph the following sentence: “If the Parties are unable to obtain any quotations for the Secured Party’s Net Exposure, the Parties will appoint a mutually acceptable leading market participant in the relevant market to make such calculation and such expense will be shared equally by the Parties.” (ii) Paragraph 8 is amended by inserting the following new subparagraph 8(c) at the end thereof:
“(c) Each quotation from a Reference Market-maker will be for an amount, if any, that would be paid to the Party requesting the quotation (expressed as a negative number) or by the Party requesting the quotation (expressed as a positive number) in consideration of an agreement between such Party (taking into account this Collateral Annex and the existence of any Guarantor with respect to the obligations of such Party) and the quoting Reference Market-maker to enter into a transaction that would have the effect of preserving for the Party requesting the quotation the economic equivalent of any payment or delivery (whether the underlying obligation was absolute Item 1h
Attachment 2
22 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association or contingent and assuming the satisfaction of each applicable condition precedent) by the Parties in respect of such Transaction or group of Transactions. The costs of retaining Reference Market-makers for the purposes of this Paragraph 8 shall be borne equally by the Secured Party and the Pledging Party. The determination made by such Reference Market-makers shall be binding and conclusive on the Parties absent manifest error.”
Amendments to Paragraph 10:
(i) Paragraph 10 shall be amended by inserting the following new subparagraph 10(VI)(C) at the end thereof:
“In lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Performance Assurance in the form of Cash (all of which may be retained by the Pledging Party and shall not be considered Performance Assurance):
(x) if the Interest Amount for an Interest Period is a positive number, upon request of the Pledging Party, the Secured Party will transfer to the Pledging Party such Interest Amount by the fifth Business Day after the end of such Interest Period, to the extent that a Collateral Requirement as calculated by the Pledging Party would not be created or increased by that Transfer; any Interest Amount or portion thereof not transferred pursuant to this subsection (x) of this Paragraph will constitute Performance Assurance in the form of Cash and will be subject to the security interest granted under Paragraph 2 to the Collateral Annex; and
(y) if the Interest Amount for an Interest Period is a negative number, the Pledging Party will transfer to the Secured Party the AV Negative Interest Amount as calculated by the Secured Party by the fifth Business Day after the end of such Interest Period. If the Performance Assurance is in the form of Cash in the same currency as the AV Negative Interest Amount, any AV Negative Interest Amount or portion thereof not transferred pursuant to this subsection (y) of this Paragraph (the “Untransferred Interest Amount”) will constitute a reduction of Performance Assurance in the form of Cash; provided that if the amount of Performance Assurance in the form of Cash in the same currency as the AV Negative Interest Amount is less than the Untransferred Interest Amount, such reduction shall be only to the extent of the amount of Performance Assurance in the form of Cash in the same currency as the AV Negative Interest Amount, and the Pledging Party shall remain obligated to transfer the remainder of the Untransferred Interest Amount to the Secured Party. Any reduction of Performance Assurance in the form of Cash pursuant to this subsection (y) of this Paragraph shall be deemed to be a Transfer and shall fulfill the Pledging Party’s obligation to transfer the AV Negative Interest Amount or related portion thereof to the Secured Party. For purposes of the foregoing, “AV Negative Interest Amount” means, in respect of any negative Interest Amount, the absolute value of such negative Interest Amount.” (ii) 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. If a Party is eligible to hold Cash pursuant to a selection in this Paragraph 10 but no Interest Rate is selected, then the Interest Rate for such Party shall be the Federal Funds Effective Rate as defined in Section VI of this Paragraph 10.

Item 1h
Attachment 2
23 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS of this agreement the Parties have executed this Collateral Annex on the respective dates set out below with effect from the date set out above.

MORGAN STANLEY CAPITAL GROUP INC. SILICON VALLEY CLEAN ENERGY AUTHORITY, a California joint powers
authority
By: By:

Name: Name:

Title: Title:

Date: Date:

Item 1h
Attachment 2
Schedule 1 to Credit Elections Cover Sheet

IRREVOCABLE STANDBY LETTER OF CREDIT FORMAT
DATE OF ISSUANCE:

Morgan Stanley Capital Group Inc.
1585 Broadway
New York, New York 10036
Re: Credit No. _______________
We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of _______________________ (the “Applicant”), for the aggregate amount not exceeding ______________________ United States Dollars ($___________), available to you at sight upon demand at our counters at [Location in New York City] on or before the expiration hereof against presentation to us of one or more of the following statements, dated and signed by a representative of the beneficiary:
[“Applicant has failed to make (i) a payment, (ii) delivery or (iii) transfer of collateral , in each case pursuant to the [EEI Master Power Purchase and Sale] Agreement, dated as of ________________, between beneficiary and Applicant, as the same may be amended (each such failure, an “Owed Amount”) and such Owed Amount remains outstanding at the time of drawing hereunder. Wherefore, the undersigned does hereby demand payment of the Owed Amount under the Letter of Credit in the amount of $[•].”] [“An LC Default (as defined in the [EEI Master Power Purchase and Sale] Agreement dated, as of ________________, between beneficiary and Applicant, as the same may be amended, the “Agreement”) has occurred and is continuing with respect to the Letter of Credit or the Letter of Credit no longer constitutes an Eligible LC (as defined in the Agreement). Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit.”]
[“The Letter of Credit has fewer than 30 days remaining prior to the date of expiration and beneficiary has not received either (i) a replacement letter of credit in an equal amount and in form and from an issuer acceptable to it or (ii) US dollars in an amount equal to the undrawn amount of the Letter of Credit. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit.”] [“An Event of Default or Termination Event (as defined in the [EEI Master Power Purchase and Sale] Agreement, dated as of _________________ between beneficiary and Applicant, as the same may be amended) has occurred and is continuing with respect to Applicant. Wherefore, the undersigned does hereby demand payment of the entire undrawn amount of the Letter of Credit.”]
This Letter of Credit shall expire at our counters on ________________ at 5 pm New York time; (“Expiration Date”) provided, it is a condition of this Letter of Credit that it shall be deemed automatically extended without an amendment for a one year period (or, if such period ends on a day that is not a Business Day, until the next Business Day thereafter) beginning on the present Expiration Date hereof and upon each anniversary for such date (or, if such period ends on a day that is not a Business Day, until the next Business Day thereafter), unless at least ninety (90) days prior to any such Expiration Date, we have sent Beneficiary written notice by overnight courier service at the address provided below that we elect not to extend this Letter of Credit, in which case it will expire on its then current Expiration Date.

Partial and multiple drawings are permitted hereunder.

The amount which may be drawn by you under this Letter of Credit shall be automatically reduced by the amount of any drawings paid by us under this Letter of Credit.

All costs and banking charges pertaining to this Letter of Credit are for the account of the Applicant. Failure of the Applicant to pay any such amounts shall not affect your rights to make drawings under this Letter of Credit.

Item 1h
Attachment 2
Appendix I - 2
As used herein the term “Business Day” means (a) a day on which we (at our above address) are open for the purpose of conducting a commercial banking business and (b) a day on which banking institutions in New York, New York, generally are open for the purpose of conducting a commercial banking business. If demand for payment is made by you hereunder on a Business Day on or prior to 4:00 p.m., New York time, and your drawing certificate conforms to the terms and conditions hereof, payment shall be made to you on the next immediately succeeding Business Day. If demand for payment is made by you hereunder on a Business Day after 4:00 p.m., New York time, and your drawing certificate conforms to the terms and conditions hereof, payment shall be made to you on the second immediately succeeding Business Day.

Any notice, demand, draw request or other communication hereunder shall be delivered by hand, by nationally recognized overnight courier, or by facsimile or e-mail to:
_______________________________
_______________________________
_______________________________
Attention: ______________________
Facsimile No.: ___________________
E-mail Address: __________________
Receipt by us of a demand or draw request at the above address, facsimile number or e-mail address shall constitute valid presentation by you of such demand or draw request. In the case of presentation by facsimile or e-mail (in the case of e-mail attaching a PDF copy of the demand or draw request), presentation of original documents is not required, and such facsimile or e-mail presentation shall constitute valid presentation of the operative drawing documents.

We hereby agree with you that documents drawn under and in compliance with the terms of this Letter of Credit shall be duly honored, payable in immediately available US Dollars upon presentation as specified herein.

This Letter of Credit shall be governed by the International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590 (“ISP”), except to the extent that the terms hereof are inconsistent with the provisions of the ISP, in which case the terms of this Letter of Credit shall govern. As to matters not covered by the ISP and to the extent not inconsistent with the ISP or the terms hereof, this Letter of Credit shall be governed by and construed in accordance with the law of the State of New York, including Article 5 of the Uniform Commercial Code as in effect in that State.

If this Letter of Credit or any amendments thereto are transmitted to you by facsimile or e-mail to a facsimile number or e-mail address advised by you in connection with this Letter of Credit (in the case of e-mail attaching a PDF copy), such facsimile or PDF copy of this Letter of Credit or any amendments thereto shall be considered as the operative Letter of Credit instruments and no hard copy mail confirmation shall follow. [BANK SIGNATURE]
Item 1h
Attachment 2
Appendix I - 3

EXHIBIT B

JOINDER TO INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT River City Bank, in its capacity as Collateral Agent 2485 Natomas Park Dr.

Sacramento, CA 95833
Attention: Cash Management
Reference is made to the Intercreditor and Collateral Agency Agreement, dated as of December 15, 2016 (as amended or restated from time to time, the “Intercreditor Agreement”; capitalized terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Intercreditor Agreement), among River City Bank, as Collateral Agent, and the PPA Providers party thereto, relating to Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCEA”).

By executing and delivering this Joinder to Intercreditor and Collateral Agency Agreement (this “Joinder”), the undersigned holder of the Obligations arising under that certain Power Purchase Agreement between SVCEA and the undersigned, a copy of which is enclosed with this Joinder, (1) agrees to the appointment of River City Bank, as its Collateral Agent in accordance with Section 3.1 of the Intercreditor Agreement, and (2) agrees to be bound by all of the terms and provisions of the Intercreditor Agreement. The address set forth under the signature of the undersigned constitutesits addressfor the purposes of Section 6.9 ofthe Intercreditor Agreement.

Dated as of: June 1, 2021.

Morgan Stanley Capital Group Inc.

By:

Name: Juliana Chu
Title:

Morgan Stanley Capital Group Inc. Commodities
Department
Attn: Power Manager
1585 Broadway, 3
rd Floor New York, NY 10036
Item 1h
Attachment 2
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Silicon Valley Clean Energy Board of DirectorsMarch 11, 2026

Silicon Valley Clean Energy Board of Directors
March 11, 2026