Vernon City Council
September 16, 2025

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1 CONFIRMATION LETTER

BETWEEN

BP ENERGY COMPANY
AND

CITY OF VERNON
This confirmation letter (“Confirmation”) confirms the transaction between BP Energy Company (“BP”) and City of Vernon (“City of Vernon”), each individually a “Party” and together the “Parties,” dated as of September 16, 2025 (“Effective Date”). This transaction shall be governed by the WSPP Agreement effective October 21, 2024, including but not limited to Service Schedule R, as amended from time to time (the “WSPP Agreement”). If there is any conflict between the terms set forth in this Confirmation and the WSPP Agreement, the terms set forth in this Confirmation shall govern. The WSPP Agreement, supplemented by this Confirmation (collectively, the “Agreement”), constitutes the complete and final agreement between the Parties concerning the purchase and sale of the Product. For greater clarity, references to Service Schedule R appear, for example, as “Section R2.3.2”. Additional definitions are included under the Definitions section below.

Purchaser/Buyer City of Vernon
Seller BP Energy Company
Broker N/A
Product
 Other (specify): Firm Project Energy bundled with the associated Renewable Energy Credits (“RECs”) delivered on an hourly, subhourly or real time basis, without substituting energy from another source to the Delivery Points (“PCC 1 Product”) In accordance with PUC 399.16 (b)(1) and Section 3203 (a)(1) of the Enforcement Procedures for the Renewables Portfolio Standard for Local Publicly Owned Electric Utilities, as adopted by the California Energy Commission on December 22, 2020 and effective on July 12, 2021
Project Energy and the associated RECs may be generated from the Eligible Renewable Energy Resources listed below.

Portfolio Content Category 1
□ Firm REC
□ Firm Bundled REC
□ Resource Contingent REC
□ Resource Contingent Bundled REC
□ Facility As-Run REC
□ Facility As-Run Bundled REC
□ Firm Bundled REC + Resource Contingent Bundled REC

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2 Applicable
Program State of California Renewables Portfolio Standard Program Delivery Term /
Transfer Date
Seller shall transfer WREGIS Certificates from its WREGIS account to Purchaser’s WREGIS account no later than May 15th following the end of each Reporting Year or Vintage Year.

Generation
Period
The generation period for Project Energy begins on January 1 of the relevant year and continues through the date that all Project Energy transacted under this Confirmation has been delivered in accordance with this Confirmation, but in any case no later than December 31 of the relevant year as detailed below (the “Generation Period”).

CAL Generation Period
2026 January 1, 2026 – December 31, 2026
2027 January 1, 2027 – December 31, 2027
2028 January 1, 2028 – December 31, 2028
2029 January 1, 2029 – December 31, 2029
2030 January 1, 2030 – December 31, 2030
2031 January 1, 2031 – December 31, 2031
2032 January 1, 2032 – December 31, 2032
2033 January 1, 2033 – December 31, 2033
2034 January 1, 2034 – December 31, 2034
2035 January 1, 2035 – December 31, 2035
Generating
Facilities:

The Product shall be produced by one or more of the energy generating facilities listed in Exhibit A, each of which is: (i) certified as an ERR for the California Renewable Portfolio Standard (“RPS”) and registered with WREGIS, and (ii) from which Seller is entitled, pursuant to its agreements, to the output of the Energy and associated RECs, and such output is used to source the Product delivered hereunder during the Delivery Term (each, a “Generating Facility” and collectively, the “Generating Facilities”). In addition, each Generating Facility has:
(i) a first point of interconnection with a California balancing authority;
(ii) its first point of interconnection with distribution facilities used to serve end users within a California balancing authority area;

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3 (iii) its generation scheduled into a California balancing authority without substituting electricity from any other source, provided that, if another source provides real-time ancillary services required to maintain an hourly or subhourly import schedule into the California balancing authority, then only the fraction of the schedule actually generated by the Generating Facility from which the electricity is procured may count toward this Product; or
(iv) its generation is scheduled into a California balancing authority pursuant to a dynamic transfer agreement between the balancing authority where the Generating Facility is located and the California balancing authority into which the generation is scheduled.

Seller may add additional Generating Facilities to Exhibit A by providing written notice of such addition(s) to Buyer at least ten (10) Business Days prior to any generation being produced by such additional generating facilities. Any eligible renewable energy resources added to or substituted in Exhibit A shall be owned by Seller or subject to a long-term contract in its original term or an extension that has a remaining duration of at least 10 continuous years."
Contemporaneous with such written notification, such generating facilities shall automatically become a Generating Facility(ies) hereunder provided that such generation facility satisfy on the clauses (i) through (iv) above. The Parties acknowledge and agree that Seller, in its sole discretion, may utilize one or more of the Generating Facility(ies) in order to satisfy its obligations hereunder.

Contract
Quantity
CAL
Total Volume
(RECs) Firm (RECs)
Unit
Contingent
(RECs)
2026 205,000 140,000 65,000
2027 202,700 140,000 62,700
2028 200,412 140,000 60,412
2029 198,134 140,000 58,134
2030 195,869 140,000 55,869
2031 193,614 140,000 53,614
2032 191,371 140,000 51,371
2033 189,139 140,000 49,139
2034 186,919 140,000 46,919

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4 2035 184,709 140,000 44,709
Total 1,947,867 1,400,000 547,867
Delivery Term CAL Delivery Term
VY 2026 January 1, 2026 – December 31, 2026
VY 2027 January 1, 2027 – December 31, 2027
VY 2028 January 1, 2028 – December 31, 2028
VY 2029 January 1, 2029 – December 31, 2029
VY 2030 January 1, 2030 – December 31, 2030
VY 2031 January 1, 2031 – December 31, 2031
VY 2032 January 1, 2032 – December 31, 2032
VY 2033 January 1, 2033 – December 31, 2033
VY 2034 January 1, 2034 – December 31, 2034
VY 2035 January 1, 2035 – December 31, 2035
Delivery Point The Delivery Point(s) shall be the nodes on the CAISO system where Eligible Renewable Energy Resources inject energy onto the CAISO system.

Contract Price The Contract Price for each MWh of PCC1 Product delivered to Buyer shall consist of the Energy Price and the REC Price, calculated as follows:

Contract Price = Energy Price – CAISO Credit + REC Price Where:
“Energy Price” is the applicable day-ahead or real-time LMP at the Delivery Point for the Project per MWh;
“CAISO Credit” is the Energy Price paid directly to Seller by the CAISO at the Delivery Point for the Project Energy; and “REC Price” is $38.00 per MWh (i.e., per REC) for the PCC1 Product conveyed to Buyer in accordance with the terms of this Agreement.

The Contract Price for each MWh of Project Energy is the sum of (a) Energy Price minus the CAISO Credit, which shall equal zero dollars ($0.00) and (b) the REC Price.

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5 §13 Scheduling Seller will perform all scheduling and if applicable, NERC e-tagging requirements for this Transaction. All scheduling shall be performed consistent with all applicable NERC, CAISO and WECC scheduling protocols. The Project Energy shall only be sourced from the Projects.

For any Product that requires a NERC e-Tag (“e-Tag”), each e-Tag shall have a Project as the source of energy, sink inside California and contain the Projects’ CEC RPS IDs (noted in table above) on the Buyer’s Designee line of the physical path in the Miscellaneous Information field. Buyer will be copied on all e-Tags and all e-Tags will be matched with RECs in WREGIS before such RECs are transferred to Buyer. Seller shall provide necessary supporting documentation, as required by the California Public Utilities Commission and the California Energy Commission (CEC), to Buyer for purposes of supporting product eligibility claims under California’s – such materials may include the Hourly Meter and eTag Reconciliation reporting template and the Hourly e-Tag Summary reporting template, as may be applicable for certain Product.

Seller shall be the electricity importer for purposes of California Global Warming Solutions Act, California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanisms, also
referred to as Cap-and-Trade Regulations. If the source of the Project Energy is from a facility located in California, these Scheduling provisions shall be modified to reflect such facility characteristics.

For Projects that require a NERC e-Tag, Buyer agrees, by May 15 following the end of each Calendar Year covered in the Term of this Confirmation, to provide Seller with a WREGIS event log, providing a detailed breakdown of the total quantity of WREGIS Certificates transferred under this Confirmation associated with the PCC 1 Product that have been placed in a WREGIS retirement subaccount and those that remain in a WREGIS active subaccount and the name of each such account. The detailed breakdown should include REC serial numbers, vintage year and month by quantity and WREGIS Generating Unit ID, as well additional information, to the extent such information is available in WREGIS, that may be necessary for Seller to meet the California Air Resources Board Mandatory Reporting Requirements Section 95111 (g)(1)(M)(3). §15 Settlement and
Payment
(a) Project Energy. Seller shall receive CAISO Credit directly from the CAISO for Project Energy delivered under this
Confirmation. Seller shall invoice, and Purchaser shall pay for, Project Energy delivered to the Delivery Points at the Energy Price less the CAISO Credit, which shall equal out to zero dollars ($0.00), pursuant to Article 9 of the WSPP Agreement.
(b) RECs. Payments of amounts owed by Purchaser to Seller hereunder shall be due and payable after the WREGIS Certificates

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6 for the RECs have been transferred to Purchaser’s WREGIS account. Purchaser shall pay for the invoice no later than ten (10) days following receipt of Seller’s invoice subsequent to the transfer of the RECs, pursuant to Article 9 of the WSPP Agreement. 17 Collateral Section 27 of the WSPP Agreement is deleted in its entirety and replaced with the following:

Should a Party's creditworthiness, financial responsibility, or performance viability become unsatisfactory to the other Party in such other Party's reasonably exercised discretion with regard to any transaction pursuant to this Agreement and any Confirmation, the dissatisfied Party (the "First Party") may require the other Party (the "Second Party") to provide, at the Second Party's option (but subject to the First Party's acceptance based upon reasonably exercised discretion), either (1) the posting of a Letter of Credit, (2) a cash prepayment, (3) the posting of other acceptable collateral or security by the Second Party, (4) a Guarantee Agreement executed by a creditworthy entity; or (5) some other mutually agreeable method of satisfying the First Party. The Second Party’s obligations under this Section 27 shall be limited to a reasonable estimate of the damages to the First Party (consistent with Section 22.3 of this Agreement) if the Second Party were to fail to perform its obligations. Events which may trigger the First Party questioning the Second Party's
creditworthiness, financial responsibility, or performance viability are limited to, the following: the Second Party, or its guarantor, (or any successor thereto) fails to maintain a Credit Rating of at least Baa3 by Moody’s or BBB- by S&P.
"Credit Rating" means, with respect to a party (or its guarantor, as the case may be) the lower of the respective rating then assigned by S&P or Moody’s, as the case may be, to the lower of either the issuer rating or the unsecured, senior long-term debt obligations, as the case may be.
“Interest Rate” is as defined in Section 9.3 of the WSPP agreement.
"S&P" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc. or any successor thereto.
“Moody’s” means Moody’s Investors Service (or any successor thereto).

If the Second Party fails to provide such reasonably satisfactory assurances of its ability to perform a transaction hereunder within three (3) Business Days of demand therefore, that will be considered an Event of Default under Section 22 of this Agreement and the First Party shall have the right to exercise any of the remedies provided for under that Section 22. Nothing contained in this Section 27 shall affect any credit agreement or arrangement, if any, between the Parties.

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7 §18 Governing Law Governing Law: This Agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement. [STC 17, Non-Modifiable. D.11- 01-025]
§19 Representations
and Warranties
Eligibility: Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that:
(i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC 6, Non-Modifiable. (Source: D.07-11-025, Attachment A.) D.08-04-009]
Transfer of Renewable Energy Credits: Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08- 028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation.

To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. [STC REC-1, Non-modifiable. D.11-01-025] Seller hereby provides and conveys all Green Attributes associated with all electricity generation from the Project to Buyer as part of the Product being delivered. Seller represents and warrants that Seller holds the rights to all Green Attributes from the Project, and Seller agrees to convey and hereby conveys all such Green Attributes to Buyer as included in the delivery of the Product from the Project. [STC 2]
Project Energy is available for sale to Purchaser, and Seller will not sell the Energy produced by the Project(s) back to the Project(s) that produced the Energy, and the initial date of generation of the Project Energy will be after the date of this Confirmation.

Seller further represents and warrants that Seller has not sold the Product, including the RECs associated with the Product, to any other person or entity.

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8 For the purposes of STC REC-1 and STC 6, “commercially reasonable efforts” shall not require Seller to incur more than $10,000 (the “Compliance Cap”) in aggregate direct or indirect costs, including lost profits and out-of-pocket costs and expenses to comply with such change in law to the Applicable Program.

Where any other section of this Confirmation requires a Party to use “commercially reasonable efforts”, such efforts shall likewise not require Seller to expend more than $10,000 in aggregate direct or indirect costs, including lost profits and out-of-pocket costs and expenses to comply with such “commercially reasonable efforts” obligation. If Seller has met or exceeded the Compliance Cap or the Parties have not agreed amendments to this Confirmation within sixty (60) days after the change referred to in the preceding sentence, then in either case either Party may by giving written notice to the other terminate this Confirmation. In the event of any such termination, neither Party shall have any liability to the other as a result of such termination nor any further liability or payment or performance obligations hereunder; provided, however, that the Parties shall remain liable for any payments due for, and all other obligations that may lawfully be performed respecting, delivery and receipt of Product prior to such termination.

If and to the extent that the Products sold by Seller is a resale of part or all of a contract between Seller and one or more third parties, Seller represents, warrants and covenants that the resale complies with the following conditions in (i) through (v) below as of the Effective Date and throughout the Generation Period:
(i) The original upstream third-party contract(s) meets the criteria of California Public Utilities Code Section
399.16(b)(1) or Section 399.16(b)(2), as applicable;
(ii) This Agreement transfers only Electric Energy and
Green Attributes that have not yet been generated prior to the commencement of the Energy Delivery Period;
(iii) The Delivered Energy transferred hereunder is
transferred to Purchaser in real time
(iv) If the Project has an agreement to dynamically transfer electricity to a California balancing authority, the
transactions implemented under this Agreement are not
contrary to any condition imposed by a balancing
authority participating in the dynamic transfer
arrangement; and
(v)

THE EXPRESS WARRANTIES SET FORTH IN THIS

CONFIRMATION ARE EXCLUSIVE, AND SELLER MAKES NO

OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR

IMPLIED, WITH RESPECT TO THE RECS DELIVERED AND

TRANSFERRED OR RETIRED, WHETHER AS TO

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR ANY OTHER MATTER. This Section shall survive the
expiration or termination of this Confirmation.

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9 §20 RECs Tracking
Obligations
Seller shall use Western Renewable Energy Generation
Information System (WREGIS) to transfer RECs to Purchaser and conform to the definition and attributes required for compliance with the RPS, as set forth in CPUC D.08-08-028, and as may be modified by subsequent decision of the CPUC or by subsequent legislation, but in no event shall RECs be transferred that do not contain the California RPS Certification Number.

Tracking of RECs in WREGIS: Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. [STC REC-2, Non-modifiable. D.11-01-025]
The transfer of RECs to Purchaser under WREGIS shall be deemed to transfer all of the Green Attributes associated with the Project Energy hereunder. If available, Seller shall match RECs with e-tags in WREGIS before transferring to Purchaser. In the event a future edition of the CEC Eligibility Guidebook or WREGIS Operating Rules establishes or eliminates a delivery, matching and/or transfer process for the RECs or their attributes, such as etags and the WREGIS e-Tag Summary report, Seller shall be responsible for meeting such requirements so that the transferred RECs contain all attributes of the Product before being transferred to Purchaser.

Purchaser’s WREGIS Account: #257 Sub-account with SCPPA Seller’s WREGIS ID: BP Energy Company (#390)
§24 Definitions Capitalized terms not otherwise defined in this §24 shall have the meaning set forth in the WSPP Agreement unless otherwise noted herein. The following words and terms used in this Confirmation shall have the following meanings:
“CAISO Balancing Authority” means the CAISO Balancing
Authority as identified in section 3.5.1.1.1. of CPUC Decision 11-12-052.
“CAISO Tariff” means the applicable tariff and protocol provisions of the CAISO (as amended from time to time). “California Balancing Authorities” means all of the California Balancing Authorities as identified in section 3.5.1.1.1 of CPUC Decision 11-12-052.
“California RPS Program” means the “California Renewables Portfolio Standard” program jointly administered by the CEC, the California Public Utilities Commission and the California Air Resources Board, as such program exists as of the Effective Date, including without limitation all applicable eligibility criteria and requirements thereof in force and effect as of the Effective Date.

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10 “Eligibility Requirements” means and includes any applicable criteria or requirements of the California RPS Program in force and effect as of the Effective Date respecting the eligibility or qualification of the Product, this Agreement or the Transaction confirmed hereby for the California RPS Program, including without limitation any eligibility criteria applicable to an out-ofstate resource. “Energy Commission” or “CEC” means the California Energy Resources Conservation and Development Commission.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Project, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide,
hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate
Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere;1(3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s
discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. Green Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Project, (ii) production tax credits associated with the construction or operation of the Project and other financial incentives in the form of credits, reductions, or allowances associated with the project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Project for compliance with local, 1 Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided emissions are included in the list of Green Attributes, this inclusion does not create any right to use those avoided emissions to comply with any GHG regulatory program.

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11 state, or federal operating and/or air quality permits. If the Project is a biomass or biogas facility and Seller receives any tradable Green Attributes based on the greenhouse gas
reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Project. [STC 2]
“Green Tag” and “Green Tag Reporting Rights” have the
meanings set forth in the definition of “Green Attributes”, and for the purposes of this Transaction, “Green Tag Purchaser” means Purchaser.“
“Renewable Energy Credit” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision D.08-08-028, as applicable to the specific RECs transferred hereunder.
“WREGIS” means the Western Renewable Energy Generation
Information System or any successor renewable energy
tracking program.
“WREGIS Certificate” means a “Certificate” as defined by WREGIS in the WREGIS Operating Rules and designated by
law as eligible for complying with the California Renewables Portfolio Standard and for evidencing the Green Attributes associated with the Product.
“WREGIS Operating Rules” means the operating rules and
requirement adopted by WREGIS, as amended from time to
time
§25 Confidentiality Notwithstanding Section 30.1 of the WSPP Agreement:
(a) (i) Purchaser may disclose information to the CAISO, the CPUC or a Governmental Body of competent jurisdiction
as necessary in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose information as necessary to a
Shown Unit’s SC or as necessary for its Supply Plans; (iii) each Party may disclose information as necessary to the independent evaluator or other administrator of any
competitive solicitation process of Purchaser, which in turn may disclose such information as necessary to
CAISO or any Governmental Body; and (iv) Purchaser
may disclose information to any Subsequent Purchaser
as necessary for such Subsequent Purchaser to benefit
from the Product and meet its Compliance Obligations.
(b) Seller acknowledges that Buyer is a public agency subject to the requirements of the California Public Records Act (Cal. Gov. Code section 7920 et seq.) and that Seller may be required to make public this Confirmation (which may be partially redacted by Seller) in connection with the process of seeking approval from its board of directors for the execution of this Confirmation. Seller may submit
information to Purchaser that Seller considers

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12 confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal. Civ. Code
section 3426 et seq.), or otherwise protected from
disclosure pursuant to an exemption to the California
Public Records Act. Seller acknowledges that Purchaser
may submit to Seller information that Purchaser considers confidential or proprietary or protected from disclosure pursuant to exemptions to the California Public Records Act. Upon request or demand of any third person or entity not a party to this Confirmation (“Requestor”) pursuant to the California Public Records Act for production,
inspection and/or copying of this Confirmation or any
information designated by a disclosing Party as
confidential, the receiving Party as soon as practical shall notify the disclosing Party that such request has been
made, by telephone call, letter sent via electronic mail, and/or by overnight carrier to the address, or email
address listed at the end of this Confirmation. 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 within ten (10) days, 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. Notwithstanding the foregoing,
Purchaser may release confidential information without
notice to or over the objection of Seller if Purchaser’s legal counsel advises Purchaser that Purchaser is required by law to release such confidential information.
§26 Other WSPP
Agreement
Changes
For this Transaction, the WSPP Agreement shall be amended as follows:
(a) Section 9.4 is deleted in its entirety and replaced with the following:
“In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within five (5) Business Days of such resolution. Inadvertent
overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments,. Any dispute with respect to an invoice is waived unless the other Party is notified in writing within twelve (12) months after the invoice is rendered or any specific
adjustment to the invoice is made. If an invoice is not

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13 rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived.”
(b) Section 14 is deleted and replaced with the following:
neither Party shall be entitled to assign this Agreement or assign, delegate or transfer all or any portion of its rights or obligations hereunder without the prior written consent of the non-assigning Party, which consent shall not be
unreasonably conditioned, delayed or withheld. Any
purported assignment made without the prior written
consent of the non-assigning Party shall be deemed void ab initio.
(c) Section 22.1 is modified by inserting the following new text at the end thereof:
“(f) the failure of the Defaulting Party to pay its debts generally as they become due or the Defaulting Party’s
admission in a writing that is unable to pay its debts
generally as they become due;
(g) the institution, by the Defaulting Party, of a general assignment for the benefit of its creditors; or
(h) the application for, consent to, or acquiescence to, by the Defaulting Party, the appointment of a receiver,
custodian, trustee, liquidator, or similar official for all or a substantial portion of its assets.”
(d) Section 22.2(a) is deleted in its entirety replaced with the following:
“If an Event of Default shall have occurred and be
continuing, the Non- Defaulting Party, upon written notice to the Defaulting Party, shall have the right to (i) suspend performance under any or all transactions under this
Agreement; provided, however, in no event shall any such suspension continue for longer than ten (10) Business Days with respect to any single transaction, and (ii) exercise any remedy available at law or equity.”
(e) Section 22.2(b) is amended by inserting “and is continuing” after “Event of Default occurs” in the first line thereof and deleting the second sentence therein.
(f) Section 22.3(c) is amended by deleting the third sentence thereof and replacing it with the following:
“If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the
termination of this Agreement or a Confirmation, the
Termination Payment for all such Terminated Transactions shall be zero, notwithstanding any provision in this Section or Agreement to the contrary.”
(g) Section 22.3(e) is deleted in its entirety and replaced with the following: “[Intentionally omitted]”

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14 (h) Section 22.3(f) is deleted in its entirety and replaced with the following:
“If the Defaulting Party disagrees with the calculation of the Termination Payment and the Parties cannot otherwise
resolve their differences, and provided that the Defaulting Party has paid the undisputed part of the Termination
Payment to the Non-Defaulting Party as provided under
Section 22.3(c), and that any amounts disputed by the
Defaulting Party are disputed in good faith, then the
Defaulting Party may submit the calculation issue to dispute resolution pursuant to Section 34.”
(i) Section 24, for purposes of this Confirmation, is deleted in their entirety and replaced with the following: “
“THIS AGREEMENT AND THE RIGHTS AND DUTIES OF

THE PARTIES HEREUNDER SHALL BE GOVERNED BY

AND CONSTRUED, ENFORCED AND PERFORMED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF

CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. TO THE EXTENT ENFORCEABLE

AT SUCH TIME, EACH PARTY WAIVES ITS

RESPECTIVE RIGHT TO ANY JURY TRIAL WITH

RESPECT TO ANY LITIGATION ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT. “
(j) Section 28.1 is applicable and the Parties shall net monthly payments in accordance with Exhibit A of the WSPP. Both Parties intend for the netting provisions of Exhibit A to the WSPP Agreement to be effective on the Effective Date.
(k) Section 30.1(4) is amended by inserting “or requested” after the word “required” and by adding the following at the end of the first sentence: “; or (8) to the Party’s and such Party’s affiliates’ lenders, counsel, accountants, advisors and agents who have a need to know such information and have agreed to keep such terms confidential”.
(l) Subsections 34.1 and 34.2 are deleted and replaced with the following:
“34.1 DISPUTE RESOLUTION

IN THE EVENT OF ANY DISPUTE ARISING UNDER THE

AGREEMENT WITH RESPECT TO THIS TRANSACTION,
WITHIN TEN (10) DAYS FOLLOWING THE RECEIPT OF

A WRITTEN NOTICE FROM EITHER PARTY

IDENTIFYING SUCH DISPUTE, THE PARTIES SHALL

MEET, NEGOTIATE AND ATTEMPT, IN GOOD FAITH, TO

RESOLVE THE DISPUTE QUICKLY, INFORMALLY AND
INEXPENSIVELY. IF THE PARTIES ARE UNABLE TO

RESOLVE A DISPUTE ARISING HEREUNDER WITHIN
THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE,

THEN EITHER PARTY MAY SEEK ANY AND ALL

REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY,

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15 SUBJECT TO THE LIMITATIONS SET FORTH IN THE
AGREEMENT.”
“34.2 EXCLUSIVE JURISDICTION

EACH PARTY SUBMITS TO THE EXCLUSIVE

JURISDICTION OF THE STATE OR FEDERAL COURTS

LOCATED IN THE COUNTY OF ORANGE, 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.”
(m) In Section 34.4, the phrase “arbitration or” is deleted from the first line.
(n) The following shall be inserted as a new Section 34.5:
“34.5 LIMITATION OF DAMAGES

EXCEPT AS OTHERWISE SPECIFIED IN ANY

CONFIRMATION, FOR BREACH OF ANY PROVISION OF

THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY

OR MEASURE OF DAMAGES IS PROVIDED, THE

EXPRESS REMEDY OR MEASURE OF DAMAGES

PROVIDED IS THE SOLE AND EXCLUSIVE REMEDY

UNDER THIS AGREEMENT AND LIABILITY FOR THE

BREACH IS LIMITED AS SET FORTH IN THE PROVISION

AND ALL OTHER REMEDIES FOR DAMAGES AT LAW
OR IN EQUITY ARE WAIVED. EXCEPT AS OTHERWISE

SPECIFIED IN ANY CONFIRMATION, IF NO EXPRESS

REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN

THIS AGREEMENT FOR A PARTICULAR BREACH,

LIABILITY FOR THE BREACH IS LIMITED TO DIRECT

DAMAGES ONLY, THE DIRECT DAMAGES ARE THE

SOLE AND EXCLUSIVE REMEDY UNDER THIS

AGREEMENT FOR THE BREACH, AND ALL OTHER

REMEDIES FOR DAMAGES AT LAW OR IN EQUITY ARE
WAIVED. EXCEPT AS OTHERWISE SPECIFIED IN ANY

CONFIRMATION, NEITHER PARTY IS LIABLE FOR ANY

OTHER TYPE OF DAMAGE, INCLUDING INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL

OR INDIRECT DAMAGES OF ANY NATURE (INCLUDING

DAMAGES ASSOCIATED WITH LOST PROFITS,

BUSINESS INTERRUPTION AND LOSS OF GOODWILL)

ARISING AT ANY TIME, WHETHER IN TORT
(INCLUDING THE SOLE OR CONTRIBUTORY

NEGLIGENCE OF EITHER PARTY OR ANY RELATED

PERSON), WARRANTY, STRICT LIABILITY, CONTRACT

OR STATUTE, UNDER ANY INDEMNITY PROVISION, OR
OTHERWISE.”
(o) Section 37 is amended by inserting the following in the beginning thereof: “On the date of entering into this
Confirmation,”.

EXECUTABLE
16 (p) Section 41 “Witness” shall become Section 42 and the following “Standard of Review” Section shall be substituted in its place:
“The Parties agree as follows:

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

1. Clarification Regarding Acceptance of RECs. The
following is added to the end of Section R-3.1.2 of
Service Schedule R: "Purchaser shall not be entitled to reject or refuse to Accept any RECs Delivered which
comply with the requirements of a Confirmation
pursuant to which they are Delivered. Purchaser's
rejection of or failure to Accept any conforming RECs
Delivered in accordance with this Agreement and the
applicable Confirmation shall be subject to Section
R9.1.1 or R-9.1.2 of Service Schedule R, as the case
may be, as modified by a Confirmation."

2. Clarification Regarding Issuance of RECs. The first
sentence of Section R-3.3.2 is deleted up to the
semicolon and replaced with the following: "Seller is
responsible for ensuring the transfer and issuance of
RECs by the Tracking System;".

EXECUTABLE
17 3. Definition of "Change in Law". The first sentence of Section R-5.2.2(a) is deleted and replaced with the
following: "(a) "Change in Law" means any addition,
amendment, decision, ruling, order, binding
interpretation, determination, guideline, policy or
guidance by or of a Governmental Authority, to or
regarding any laws, rules, regulations, orders, or
judicial precedent, that applies to an Applicable
Program designated in the Confirmation, that is
enacted, issued or becomes effective after the
Reference Date and materially affects the Applicable
Program or compliance of the REC with the Applicable
Program.”

4. Damages. For purposes of this Agreement, Schedule
R 9 is deleted in its entirety and replaced with the
following:
“if Purchaser refuses or fails to Accept Delivery of
RECs or Energy in accordance with this Confirmation,
then Purchaser will pay Seller the Contract Price for the quantity of RECs and Energy Purchaser refused or
failed to Accept. If Seller fails to Deliver RECs to
Purchaser in accordance with this Confirmation, then
Seller shall be liable to Purchaser for the product of (i) and (ii) where (i) is the amount, if any, by which the
Replacement Price exceeded the Contract Price and
(ii) is the amount by which the quantity of RECs Seller Delivered was less than the Contract Quantity, subject
to any limitations stated in the Confirmation. In no event will Seller be liable for any compliance penalties, costs or other damages in any form with respect to its failure to delivery of Product to Purchaser hereunder.”

5. Uncontrollable Force. For purposes of this Transaction, the performance of the Parties' obligations under the
WSPP Agreement and the Confirmation shall be
subject to Uncontrollable Force and Section 10 of the
WSPP Agreement shall apply such that either Party will
be relieved of its obligations to sell and Deliver or
purchase and Accept the Product without liability to the extent that, and for the period during which such
performance is prevented by Uncontrollable Force. The
following is added at the end of subparagraph (ii) of
Section 10 of the WSPP Agreement as set out in
Section R-8: ", except to the extent such supply is itself subject to Uncontrollable Force." The addition to the
second paragraph of Section 10 of the WSPP
Agreement in Section R-8 is deleted.

EXECUTABLE
18 6. Replacement Price and Resale Price. The words "for Energy" are deleted from the seventh line of Section R10.1.4 and from the fifth line of Section R-10.1.5. §26 Counterparts This Confirmation may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. The Parties may rely on electronic, or scanned signatures as originals under this Confirmation. Delivery of an executed signature page of this Confirmation as a PDF attachment to an email shall be the same as delivery of a manually executed signature page.
§27 Entire
Agreement;
No Oral
Agreements or
Modifications
This Confirmation sets forth the terms of the Transaction into which the Parties have entered and shall constitute the entire agreement between the Parties relating to the contemplated purchase and sale of the Product. Notwithstanding any other provision of the Agreement, this Transaction may be confirmed only through a Documentary Writing executed by both Parties, and no amendment or modification to this Transaction shall be enforceable except through a Documentary Writing executed by both Parties. §28 Invoice
Requirements
Each invoice shall provide Buyer (a) records of metered data, including metering and CAISO transaction data sufficient to document and verify the amount of Delivered Energy by the Generating Facility(ies) for each Settlement Period during the applicable month, including the amount of Delivered Energy as set forth in the first CAISO settlement statement for the applicable month that includes meter data from the CAISO-approved meter; (b) the applicable Contract Price; (c) a reconciliation in .xlsx format of hourly meter data, E-Tag data and associated calculations, including the lesser of each by hour in the format set forth in Form of Hourly Meter and E-Tag Reconciliation Report (also known as the “lesser of workbook”) or as otherwise reasonably requested by Buyer, plus any additional data as may be reasonably required by Buyer for compliance with CPUC reporting obligations, including pursuant to the CPUC’s Energy Division Portfolio Content Category Classification Review Handbook (or successor publication); (d) a statement of the quantity of WREGIS Certificates transferred during the prior month that have been matched with E-Tags associated with the Dynamic Schedules, and (e) any additional information reasonably requested by Purchaser. Seller shall provide Purchaser reasonable access to any records, including invoices or settlement data from the CAISO, necessary to verify the accuracy of any amount included by Seller on an invoice. Each invoice shall be in an electronic format reasonably specified by Purchaser (e.g., PDF, .xlsx).
§29 Assignment Notwithstanding any other provisions restricting assignments, Seller agrees that Buyer may make an assignment in connection with a municipal prepayment transaction without the consent of Seller and such assignment may include the assignment of all or a portion of Buyer’s rights to receive certain Products and Buyer’s obligations to make payments for such Product under this

EXECUTABLE
19 Agreement to the Seller; provided that such assignment is made to a Permitted Transferee. “Permitted Transferee” means, in respect of any assignment made pursuant to this provision, any person, who: (i) is at least as creditworthy (taking into account any credit support provided by such person) as Buyer on the date of such transfer as reasonably determined by Seller and (ii) prior to such assignment, has agreed in writing to be bound by the terms and conditions hereof and has provided to Seller, to the extent requested, satisfactory documentation and other information required by Seller to meet its applicable “know your customer” requirements.

Signature Page Follows

EXECUTABLE
20 ACKNOWLEDGED AND AGREED BY THE PARTIES AS OF THE EFFECTIVE DATE:

BP Energy Company
Signature: ___________________________________
Name (print): ___________________________________
Title: ___________________________________
Signature: ___________________________________
Name (print): ___________________________________
Title: ___________________________________
City of Vernon
Signature: ___________________________________
Name (print): ___________________________________
Title: ___________________________________
Attest:
______________________
Genoveva Rocha, City Clerk
Approved as to Form:
______________________
Zaynah Moussa, City Attorney

EXECUTABLE
21 APPENDIX A

DESIGNATED FACILITY(S)
Seller Designated Facility(s):

Name of Facility Resource CEC
RPS ID
Host
Balancing
Authority
Harquahala Sun I Solar PV 64824C CAISO
Additional generating facilities may be added by Seller pursuant to the process set forth herein (together with the Generating Facility set forth in the table above, the “Generating Facilities”).

Seller may add additional generating facilities by providing notice of such addition to Buyer at least ten (10) Business Days prior to delivering Product from such additional generating facilities, and such generating facilities shall automatically become Designated Facility hereunder. Seller will, in its sole discretion, utilize any one or more of the Designated Facilities in order to satisfy its obligations hereunder.