Loading...
HomeMy WebLinkAboutRESO 9860 6055278 Resolution No. 9860 Resolution of the Council of the City of Palo Alto Approving a Process for Executing Resource Adequacy Capacity Purchases and Sales, Approving Standard Form Resource Adequacy Confirmation Letters, and Delegating Authority to the City Manager to Execute Resource Adequacy Purchases and Sales Under Established Guidelines R E C I T A L S A. The City of Palo Alto (the “City") is an electric load-serving entity operating within the California electric transmission grid operated by the California Independent System Operator (“CAISO”). B. The CAISO, in order to serve electric load in a reliable manner, coordinates the development of coherent Resource Adequacy (“RA”) capacity standards that conform to state law, and assigns pro rata shares of the overall RA capacity standards to all load-serving entities operating within the CAISO balancing authority area. C. To comply with its obligation to procure RA capacity, the City adopted an Electric Utility Resource Adequacy Program in 2008 (Resolution 8870). D. The City satisfies a portion of its CAISO RA capacity obligations through its long- term contracts for renewable and hydroelectric resources, but also regularly purchases local and flexible RA capacity products, and sells excess system RA capacity through bilateral transactions to reduce the City’s electric supply costs associated with its RA compliance obligation. E. Section 2.30.225 of the Palo Alto Municipal Code (“PAMC”) states that “The City Manager, the director of utilities and their designated employees may enter into and execute transactions for wholesale utilities commodities and services in accordance with the authority, limits and procedures set forth in the Energy Risk Management Policies, Guidelines and Procedures Manual, as amended from time to time.” F. Section G of the City’s Energy Risk Management (ERM) Policy lists capacity as one of the “Authorized Products” that the City may purchase and sell under the Council-approved Master Agreements, provided that such transactions are “consistent with the needs of CPAU and fall within the authority granted by the Council to the City Manager.” G. The PAMC and the ERM Policy and Guidelines documents are primarily oriented around situations where the City is purchasing electricity products, but these documents do not explicitly describe a process or requirements involved in sales of such products. H. In 2007, through Resolution 8763, the Council delegated authority to the City Manager, or his designee, to execute purchases and sales of RA capacity products with members of the Northern California Power Agency (“NCPA”), with a cost limitation of $4 million per year. I. In 2013, through Resolution 9324, the Council authorized the City Manager to DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 6055278 execute Master Agreements with a group of nine pre-qualified suppliers, through which the City Manager or his designee, the Director of Utilities, could execute purchases and sales of electricity-related products and services, including RA capacity. J. Section 2.30.340(c) of the PAMC authorizes the City to execute wholesale utility commodity contracts via standard form contracts, including those published by the Edison Electric Institute (“EEI”) and the Western Systems Power Pool (“WSPP”). Both of these master agreements include RA capacity confirmation letters that can be used to execute RA capacity transactions. K. An active set of counterparties is essential to ensure that the City of Palo Alto meets its electric supply portfolio objectives and various program needs in a competitive and efficient manner. In recent years the City’s pool of eligible counterparties has at times been unable to satisfy the City’s demand for flexible RA capacity, and at times has been unable to absorb the City’s excess system RA capacity. L. To address a lack of counterparties able to provide the City with sufficient local RA capacity, in 2012, through Resolution 9276, the Council authorized the City Manager, or his designee, to execute local RA capacity transactions with any counterparty who met the City’s creditworthiness requirement. But this authorization extended only to purchases of local RA capacity for calendar year 2013, and was subject to a $2 million cost limitation. The Council of the City of Palo Alto does hereby RESOLVE, as follows: SECTION 1. The Council hereby approves updated standard form RA capacity confirmation letters to the EEI Master Agreement (Exhibit A) and to the WSPP Master Agreement (Exhibit B). SECTION 2. The Council hereby establishes a process for executing both purchases and sales of RA capacity products, intended to supplement the direction provided in the City’s municipal code and Energy Risk Management Policies and Guidelines, and authorizes the City Manager, and/or his/her designee, to execute RA purchase and/or sale transactions subject to the following guidelines:  Purpose – The principal purpose of all RA capacity purchases is to meet the City’s RA compliance obligation, and the principal purpose of RA capacity sales is to reduce the City’s electric supply costs associated with its RA compliance obligation;  Eligible Counterparties – The City shall only execute RA transactions with counterparties who are deemed creditworthy by the City’s Energy Risk Manager and who are able and willing to transact via one of the City’s standard form RA confirmation letters (Exhibits A and B);  Contract Form – RA capacity transactions shall be executed using one of the City’s standard form RA confirmation letters (Exhibits A and B). The RA confirms presented as Exhibits A and B to Attachment A are the City’s standard form RA confirms; these documents will be modified to fit specific circumstances, in accordance with the purposes outlined above, and with approval by the City Attorney’s Office; DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 6055278  ERM Guidelines – All RA capacity transactions shall be conducted in accordance with the City’s applicable ERM Guidelines;  Periodic Reporting – Staff shall report on a quarterly basis to the Council and Utilities Advisory Commission on the status of RA capacity purchase costs and sales revenue; and  Disposition of Funds – Sales revenue received through RA capacity sales shall be used to offset supply costs of the Electric Fund, and projections of RA capacity sales revenue shall continue to be considered as part of the annual budget process SECTION 3. The Council finds that the adoption of this resolution extending the City Manager’s authority to execute purchases (and incidental sales) of RA capacity is not a project subject to California Environmental Quality Act (CEQA) review because adoption of this resolution is an administrative government activity that will not result in any direct or indirect physical change to the environment as a result (CEQA Guidelines section 15378(b)(5)). INTRODUCED AND PASSED: October 21, 2019 AYES: CORMACK, DUBOIS, FILSETH, FINE, KOU, TANAKA NOES: ABSENT: KNISS ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Assistant City Attorney City Manager ___________________________ Director of Utilities ___________________________ Director of Administrative Services DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 4 California Resource Adequacy Product – Form Confirmation to the EEI Master Power Purchase & Sale Agreement Version 1.0 ©2018 by the Edison Electric Institute ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS. AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. WHEN USED AS A REFERENCE, ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED. By making this available, the foregoing do not offer legal advice, and all users are urged to consult with their own legal counsel to ensure that their commercial objectives will be achieved and legal interests protected. This document may be periodically reviewed and revised after publication in response to market developments and comments received. The foregoing should not be construed as a warranty or assurance that further revisions will be forthcoming, or of the timeliness or comprehensiveness of such revisions. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 5 RESOURCE ADEQUACY CONFIRMATION LETTER This confirmation letter (“Confirmation”) confirms the Transaction agreed to on _________, ____ (the “Confirmation Date”), between ________ and ________ , by which Seller agrees to sell and deliver, and Buyer agrees to purchase and receive, the Product, and is governed by the Master Power Purchase and Sale Agreement between the Parties, effective as of [Date of EEI Master between Parties], together with the Cover Sheet to the EEI Agreement, [the Collateral Annex and Paragraph 10 to the Collateral Annex,] and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). Capitalized terms not otherwise defined in this Confirmation or the Master Agreement are defined in the Tariff. References to Sections are references to Sections of this Confirmation unless stated to be references to Sections of the Master Agreement or a statute. ARTICLE 1 TRANSACTION TERMS Buyer: _________ Seller: _________ Product, Delivery Period, Quantity, Contract Price and other specifics of the Product are in Appendix B. Appendices A B and C are incorporated into this Confirmation. ARTICLE 2 DELIVERY OBLIGATIONS AND ADJUSTMENTS 2.1 Sale and Delivery of Product (a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Buyer, and Buyer will purchase and receive from Seller, the Quantity of the Product from the Shown Unit(s). (b) Seller will deliver the Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Buyer, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Buyer for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Quantity, less any excused deductions to the Quantity in the case of Flexible RA Capacity for excused reductions in Unit EFC. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 6 (d) Seller may sell and deliver from a Shown Unit that meets requirements set forth in Appendix B. Seller will identify the Shown Unit(s) and Quantity by providing Buyer with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. (e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Buyer has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section 2.1(e) or (ii) Seller fails to submit the volume of Quantity for any Showing Month in such amount as instructed by Buyer for the applicable Showing Month. Buyer will have received the Quantity if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Buyer’s instruction to withhold all or part of the Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Quantity if Buyer fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit must not have characteristics that would trigger the need for Buyer or Seller to file an advice letter or other request for authorization with the CPUC or for Buyer to make a compliance filing pursuant to California Public Utilities Code Section 380.1 (h) Excused Reductions in Unit EFC: If the Product includes FCR Attributes, then Seller’s failure to deliver any of the Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Confirmation Date as determined by CAISO and Seller has provided notice of such reduction to Buyer by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s failure is excused will equal (i) the Quantity of FCR Attributes for such day multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Confirmation Date, divided by (iii) the Unit EFC as of the Confirmation Date. If the Unit experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Quantity of FCR Attributes for such day from the Shown Unit. 1 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 12-04-046. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 7 2.2 Buyer’s Remedies for Seller’s Failure to Deliver Quantity (a) If Seller fails to deliver any part of the Quantity as required herein for any Showing Month, Seller is liable for damages pursuant to Section 4.1 of the Master Agreement. (b) Seller agrees to indemnify, defend and hold harmless Buyer from any penalties, fines or costs, including Environmental Costs, assessed against Buyer by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Buyer be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Buyer for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Buyer may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the Master Agreement. 2.3 Buyer’s Re-Sale of Product (a) Buyer may re-sell all or part of the Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Buyer as used herein will refer to the Resource Adequacy Plan of Subsequent Buyer. Seller will, or will cause the Unit’s SC, to follow Buyer’s instructions with respect to providing such resold Product to Subsequent Buyers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Buyers to use such resold Product in a manner consistent with Buyer’s rights under this Confirmation. If Buyer incurs any liability to a Subsequent Buyer due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Buyer for the same amounts Seller would have owed Buyer under this Confirmation if Buyer had not resold the Product. (b) Buyer will notify Seller in writing of any resale of Product and the Subsequent Buyer no later than two Business Days before the Notification Deadline for the Showing Month. Buyer will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month. ARTICLE 3 PAYMENTS 3.1 Payment After Seller has delivered the Quantity in accordance with Section 2.1 and issued its invoice, Buyer must pay for the Product as provided in Article Six of the Master Agreement. The Monthly RA DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 8 Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Quantity for the Showing Month, and (c) 1,000, rounded to the nearest penny (i.e., two decimal places). 3.2 Allocation of Other Payments and Costs (a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Buyer must promptly report receipt of any such revenues to Seller. Buyer must pay to Seller any such amounts described in this Section 3.2(a) received by Buyer or a Subsequent Buyer. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Buyer under the Master Agreement. (b) Buyer is to receive and retain all revenues associated with the Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller must promptly report receipt of any such revenues to Buyer. Seller must pay to Buyer any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Buyer may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the Master Agreement. (c) If CAISO designates any part of the Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Buyer and not accept any such designation by CAISO unless and until Buyer has agreed to accept such designation. (d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay. ARTICLE 4 OTHER BUYER AND SELLER COVENANTS 4.1 CAISO Requirements Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Buyer is not liable for, and Seller will indemnify and hold Buyer harmless from, the failure of Seller or the Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Unit’s SC, owner, or operator for noncompliance. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 9 4.2 Seller’s and Buyer’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Buyer and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Buyer’s rights to the Quantity for the sole benefit of Buyer or any Subsequent Buyer. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction. 4.3 Seller’s Representations and Warranties Seller represents and warrants to Buyer throughout the Delivery Period that: (a) no part of the Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; (b) the Unit qualifies under the Tariff for the Product, and the Unit and Seller are capable of delivering the Product; (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Unit during the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit; (d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Quantity of Product for the Delivery Period to Buyer; and (e) Seller has notified or will notify the Unit’s SC that Buyer is entitled to the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Buyer, along with appropriate documentation supporting the amount of those revenues. ARTICLE 5 ADDITIONAL MASTER AGREEMENT AMENDMENTS; GENERAL PROVISIONS 5.1 Termination Payment For this Transaction, the following is added to the end of Section 5.3 of the Master Agreement: “If Buyer is the Non-Defaulting Party and Buyer reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Buyer or a Subsequent Buyer is not able to include the applicable Quantity in a Compliance Showing due to Seller’s Event of Default, then Buyer may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 10 costs are finally ascertained. If this accounting establishes that Buyer’s estimate exceeds the actual amount of penalties, fines or costs, Buyer must promptly remit to Seller the excess amount with interest in accordance with Section 6.2 of the Master Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” 5.2 Confidentiality Notwithstanding Section 10.11 of the Master Agreement, (i) Buyer may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose to a Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information to the independent evaluator or other administrator of any competitive solicitation process of Buyer, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Buyer may disclose information to any Subsequent Buyer. 5.3 Dodd-Frank Act Each Party represents and warrants to the other that it is an “eligible commercial entity” and an “eligible contract participant” within the meaning of United States Commodity Exchange Act §§1a(17) and 1a(18), respectively. Without limiting Section 10.10 of the Master Agreement, the Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013). 5.4 Governing Law Nothing contained in this Confirmation shall be construed as a grant of CPUC jurisdiction over a Party not otherwise subject to such jurisdiction by law. For this Transaction, Section 10.6 of the Master Agreement is amended to replace “NEW YORK” with “CALIFORNIA”. AGREED AS OF THE CONFIRMATION DATE: [SELLER] [BUYER] By: Name: Title: By: Name: Title: DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 11 APPENDIX A DEFINED TERMS “CAISO” means the California ISO. “Capacity Attributes” means attributes of the Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations. “CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy. “Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances. “FCR” means the Flexible Capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Unit, any and all resource adequacy attributes of the Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 12 “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt. “Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Product” means RAR, Local RAR and FCR, for the Delivery Period, Unit, Quantity, Contract Price and other specifications contained in Appendix B. “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Confirmation Date that is dedicated to Buyer under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Confirmation Date that is dedicated to Buyer under this Transaction. “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing. “Shown Unit” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to Buyer on the Confirmation Date. “Subsequent Buyer” means the buyer of Product from Buyer in a re-sale of Product by Buyer. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time. “Unit” means the generation unit described in Appendix B and any Shown Unit. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 13 “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Confirmation Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Confirmation Date and that of the Unit on a subsequent date of determination. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 14 APPENDIX B PRODUCT AND UNIT INFORMATION Product: RAR Local RAR Flexible Capacity and all Capacity Attributes related to such Product. Additional Product Information (fill in all that apply): CAISO Zone: ________________________________________________________ MCC Bucket: ________________________________________________________ CPUC Local Area (if applicable): _________________ Flexible Capacity Category (if applicable):______________ Delivery period: [Begin Date] through [End Date] [Showing Months of xxxx, xxxx, xxxxx]. Quantity and Contract Price: RAR and Local RAR, as applicable Showing Month and Year Quantity (MW) Contract Price ($/kW-mo) [MM] [YY] [XX] Flexible Capacity, if applicable Showing Month and Year Quantity (MW) Contract Price ($/kW-mo) [MM] [YY] [XX] DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 15 Unit 1 Unit Specific Information Resource Name ________ Physical Location ________ CAISO Resource ID ________ SCID of Resource ________ Unit NQC by month (e.g., Jan=50,Feb=65): ________ Unit EFC by month (e.g., Jan=30, Feb=50) ________ Resource Type (e.g., gas, hydro, solar, etc.) ________ Minimum Qualified Flexible Capacity Category (Flex 1, 2 or 3) ________ TAC Area (e.g., PG&E, SCE) ________ Prorated Percentage of Unit Factor ________ Prorated Percentage of Unit Flexible Factor ________ Capacity Area (CAISO System, Fresno, Sierra, , Kern, LA Basin, Bay Area, Stockton, Big Creek-Ventura, NCNB, San Diego-IV or Humboldt ) ________ Resource Category as defined by the CPUC (DR, 1, 2, 3, 4) ________ (Repeat for additional Units) [Information for specific Shown Units may be provided after the Confirmation Date pursuant to the Confirmation.] DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit A 16 APPENDIX C NOTICE INFORMATION Seller: ________ Buyer: ________ All notice information for Seller will be as set forth on the Cover Sheet to the Master Agreement unless otherwise set forth below. All notice information for Buyer will be as set forth on the Cover Sheet to the Master Agreement unless otherwise set forth below. All Notices: Attn: Phone: Facsimile: Duns: Federal Tax ID Number: All Notices: Attn: Phone: Facsimile: Duns: Federal Tax ID Number: Invoices: Invoices: Scheduling: Scheduling: Wire Transfer: Wire Transfer: Credit and Collections: Credit and Collections: Defaults: Additional notices of an Event of Default to: Defaults: Additional notices of an Event of Default to: DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 17 WSPP California Resource Adequacy Product Form Confirmation Version 1.0 10/2/2018 This document was developed by the WSPP Contract Subcommittee for use with the WSPP Agreement (see § 32.8). This document is not filed with the Federal Energy Regulatory Commission and is not part of the WSPP Agreement. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 18 WSPP RESOURCE ADEQUACY CONFIRMATION This Confirmation under the WSPP Agreement confirms the transaction between ________ and ________ dated as of [date] (the “Effective Date”), by which Seller agrees to sell and deliver, and Purchaser agrees to purchase and receive, the Product (the “Transaction”). Capitalized terms not otherwise defined in this Confirmation or the WSPP Agreement are defined in the Tariff. ARTICLE 1 TRANSACTION TERMS Purchaser: _________ Seller: _________ Product, Delivery Period, Contract Quantity, Contract Price and other specifics of the Product are in Appendix B. Appendices A, B and C are incorporated into this Confirmation ARTICLE 2 DELIVERY OBLIGATIONS AND ADJUSTMENTS 2.01 Sale and Delivery of Product (a) For each Showing Month of the Delivery Period, Seller will sell and deliver to Purchaser, and Purchaser will purchase and receive from Seller, the Contract Quantity of the Product from the Shown Unit(s). (b) Seller will deliver the Contract Quantity by submitting to CAISO in its Supply Plan the Shown Unit and the characteristics of the Shown Unit and Product for Purchaser, as further specified in Appendix B, all in compliance with this Confirmation. (c) Seller will cause all Supply Plans to meet and be filed in conformance with the requirements of the CPUC and the Tariff. Seller will submit, or cause the Unit’s SC to submit, on a timely basis with respect to each applicable Showing Month, Supply Plans in accordance with the Tariff and CPUC requirements to identify and confirm the Product delivered to Purchaser for each Showing Month of the Delivery Period. The total amount of Product identified and confirmed for each day of such Showing Month will equal the Contract Quantity, less any excused deductions to the Contract Quantity in the case of Flexible RA Capacity for excused reductions in Unit EFC. (d) Seller may sell and deliver from a Shown Unit that meets requirements set forth in Appendix B. Seller will identify the Shown Unit(s) and Contract Quantity by providing Purchaser with the specific Unit information contemplated in Appendix B no later than the Notification Deadline for the relevant Showing Month. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 19 (e) If CAISO rejects either the Supply Plan or the Resource Adequacy Plan with respect to any part of the Contract Quantity for the Shown Unit in any Showing Month, the Parties will confer, make such corrections as are necessary for acceptance, and resubmit the corrected Supply Plan or Resource Adequacy Plan for validation before the applicable deadline for the Showing Month. (f) The Product is delivered and received when the CIRA Tool shows the Supply Plan accepted for the Product from the Shown Unit by CAISO or Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for any Showing Month during the Delivery Period. Seller has failed to deliver the Product if (i) Purchaser has elected to submit the Product from the Shown Unit in its Resource Adequacy Plan and such submission is accepted by the CPUC and the CAISO but the Supply Plan and Resource Adequacy Plan are not matched in the CIRA Tool and are rejected by CAISO notwithstanding performance of Section 2.1(e) or (ii) Seller fails to submit the volume of Contract Quantity for any Showing Month in such amount as instructed by Purchaser for the applicable Showing Month. Purchaser will have received the Contract Quantity if (i) Seller’s Supply Plan is accepted by the CAISO for the applicable Showing Month or (ii) Seller complies with Purchaser’s instruction to withhold all or part of the Contract Quantity from Seller’s Supply Plan for the applicable Showing Month. Seller will not have failed to deliver the Contract Quantity if Purchaser fails or chooses not to submit the Shown Unit and the Product in its Resource Adequacy Plan with the CPUC or CAISO. (g) The Shown Unit must not have characteristics that would trigger the need for Purchaser or Seller to file an advice letter or other request for authorization with the CPUC or for Purchaser to make a compliance filing pursuant to California Public Utilities Code Section 380.2 (h) Excused Reductions in Unit EFC: Unless the Parties have designated this Section 2.1(h) as “Not applicable”, if the Product includes FCR Attributes, then Seller’s failure to deliver any of the Contract Quantity of FCR Attributes during the Delivery Period will be excused if the Unit experiences a reduction in Unit EFC after the Effective Date as determined by CAISO and Seller has provided notice of such reduction to Purchaser by the Notification Deadline for the applicable Showing Month. The extent to which Seller’s failure is excused will equal (i) the Contract Quantity of FCR Attributes for such day multiplied by (ii) the total amount (in MW) by which the Unit EFC was reduced since the Effective Date, divided by (iii) the Unit EFC as of the Effective Date. If the Unit experiences such a reduction in Unit EFC, then Seller may, but is not obligated to, provide the applicable part of the Contract Quantity of FCR Attributes for such day from the Shown Unit. 2 For example, contracts with Once-Through Cooling resources that terminate one year or less before the State Water Resources Control Board compliance deadline require an advice letter filing under CPUC Decision 12-04-046 DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 20 2.02 Purchaser’s Remedies for Seller’s Failure to Deliver Contract Quantity (a) If Seller fails to deliver any part of the Contract Quantity as required herein for any Showing Month, Seller is liable for damages pursuant to Section 21.3 of the WSPP Agreement, without reference to the word “hourly” therein. (b) Seller agrees to indemnify, defend and hold harmless Purchaser from any penalties, fines or costs, including Environmental Costs, assessed against Purchaser by the CPUC, CAISO or other Governmental Body resulting from Seller’s failure to deliver the Product. The Parties will use commercially reasonable efforts to minimize such penalties, fines or costs; provided, that in no event will Purchaser be required to use or change its utilization of its owned or controlled assets or market positions to minimize these penalties, fines or costs. If Seller fails to pay the foregoing penalties, fines or costs, or fails to reimburse Purchaser for those penalties, fines or costs, then, without prejudice to its other rights and remedies, Purchaser may setoff and recoup those penalties, fines or costs against any future amounts it may owe to Seller under this Confirmation or the WSPP Agreement. 2.03 Purchaser’s Re-Sale of Product (a) Purchaser may re-sell all or part of the Product; provided that any such re-sale must not increase Seller’s obligations hereunder other than as set forth in this Section 2.3(a). For any such a resale, Resource Adequacy Plan of Purchaser as used herein will refer to the Resource Adequacy Plan of Subsequent Purchaser. Seller will, or will cause the Unit’s SC, to follow Purchaser’s instructions with respect to providing such resold Product to Subsequent Purchasers, to the extent such instructions are consistent with Seller’s obligations under this Confirmation. Seller will, and will cause the Unit’s SC, to take all commercially reasonable actions and execute all documents or instruments reasonably necessary to allow such Subsequent Purchasers to use such resold Product in a manner consistent with Purchaser’s rights under this Confirmation. If Purchaser incurs any liability to a Subsequent Purchaser due to the failure of Seller or the Unit’s SC to comply with this Confirmation, Seller will be liable to Purchaser for the same amounts Seller would have owed Purchaser under this Confirmation if Purchaser had not resold the Product. (b) Purchaser will notify Seller in writing of any resale of Product and the Subsequent Purchaser no later than two Business Days before the Notification Deadline for the Showing Month. Purchaser will notify Seller of any subsequent changes or further resales no later than two Business Days before the Notification Deadline for the Showing Month. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 21 ARTICLE 3 PAYMENTS 3.01 Payment After Seller has delivered the Contract Quantity in accordance with Section 2.1 and issued its invoice, Purchaser must pay for the Product as provided in Article 9 of the WSPP Agreement. The Monthly RA Capacity Payment shall equal the product of (a) the applicable Contract Price for that Showing Month, (b) the Contract Quantity for the Showing Month and (c) 1,000, rounded to the nearest penny (i.e., two decimal places). 3.02 Allocation of Other Payments and Costs (a) Seller will receive any revenues from, and must pay all costs charged by, CAISO or any other third party with respect to the Unit for (i) start-up, shutdown, and minimum load costs, (ii) capacity for ancillary services, (iii) energy sales, (iv) flexible ramping product, or (v) black start or reactive power services. Purchaser must promptly report receipt of any such revenues to Seller. Purchaser must pay to Seller any such amounts described in this Section 3.2(a) received by Purchaser or a Subsequent Purchaser. Without prejudice to its other rights and remedies, Seller may setoff and recoup any such amounts that are not paid to it against any amounts owed to Purchaser under the WSPP Agreement. (b) Purchaser is to receive and retain all revenues associated with the Contract Quantity of Product during the Delivery Period, including any capacity and availability revenues from the Capacity Procurement Mechanism, or its successor, RUC Availability Payments, or its successor, but excluding payments described in Section 3.2(a)(i)-(v) or 3.2(d). Seller must promptly report receipt of any such revenues to Purchaser. Seller must pay to Purchaser any such amounts received by Seller, or a Unit’s SC, owner, or operator. Without prejudice to its other rights, Purchaser may set off and recoup any such amounts that are not paid to it against amounts owed to Seller under the WSPP Agreement. (c) If CAISO designates any part of the Contract Quantity as Capacity Procurement Mechanism Capacity, then Seller will, or will cause the Unit’s SC to, within one Business Day of the time Seller receives notification from CAISO, notify Purchaser and not accept any such designation by CAISO unless and until Purchaser has agreed to accept such designation. (d) Any Availability Incentive Payments or Non-Availability Charges are for Seller to receive and pay. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 22 ARTICLE 4 OTHER PURCHASER AND SELLER COVENANTS 4.01 CAISO Requirements Seller must schedule or cause the Unit’s SC to schedule or make available to CAISO the Contract Quantity of the Product during the Delivery Period, in compliance with the Tariff, and perform all, or cause the Unit’s SC, owner, or operator to perform all, obligations under applicable law and the Tariff relating to the Product. Purchaser is not liable for, and Seller will indemnify and hold Purchaser harmless from, the failure of Seller or the Unit’s SC, owner, or operator to comply with the Tariff, and for any penalties, fines or costs imposed on Seller or the Unit’s SC, owner, or operator for noncompliance. 4.02 Seller’s and Purchaser’s Duties to Take Actions to Allow Product Utilization Throughout the Delivery Period, Purchaser and Seller will take all commercially reasonable actions and execute all documents or instruments reasonably necessary to ensure Purchaser’s rights to the Contract Quantity for the sole benefit of Purchaser or any Subsequent Purchaser. If necessary, the Parties further agree to negotiate in good faith to amend this Confirmation to conform this Transaction to subsequent clarifications, revisions, or decisions rendered by CAISO or an applicable Governmental Body to maintain the benefits of the Transaction. 4.03 Seller’s Representations and Warranties Seller represents and warrants to Purchaser throughout the Delivery Period that: (a) no part of the Contract Quantity during the Delivery Period has been committed by Seller to any third party to satisfy Compliance Obligations or analogous obligations in any CAISO or non-CAISO markets; (b) the Unit qualifies under the Tariff for the Product, and the Unit and Seller are capable of delivering the Product; (c) the aggregation of all amounts of Capacity Attributes that Seller has sold, assigned, or transferred for the Unit during the Delivery Period does not exceed the Unit NQC and, if applicable, the Unit EFC, for that Unit; (d) if applicable, Seller has notified either the Unit’s SC or the entity from which Seller purchased the Product that Seller has transferred the Contract Quantity of Product for the Delivery Period to Purchaser; and (e) Seller has notified or will notify the Unit’s SC that Purchaser is entitled to the revenues set forth in Section 3.2(b), and such SC is obligated to promptly deliver those revenues to Purchaser, along with appropriate documentation supporting the amount of those revenues. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 23 ARTICLE 5 ADDITIONAL WSPP AGREEMENT AMENDMENTS; GENERAL PROVISIONS 5.01 Termination Payment For this Transaction, the following is inserted as a penultimate paragraph in Section 22.2(b) of the WSPP Agreement: “If Purchaser is the Non-Defaulting Party and Purchaser reasonably expects to incur or be liable for any penalties, fines or costs from CAISO, or any Governmental Body, because Purchaser or a Subsequent Purchaser is not able to include the applicable Contract Quantity in a Compliance Showing due to Seller’s Event of Default, then Purchaser may, in good faith, estimate the amount of those penalties, fines or costs and include the estimate in its determination of the Termination Payment, subject to accounting to Seller when those penalties, fines or costs are finally ascertained. If this accounting establishes that Purchaser’s estimate exceeds the actual amount of penalties, fines or costs, Purchaser must promptly remit to Seller the excess amount with interest in accordance with Section 9.3 of the WSPP Agreement. The rights and obligations with respect to determining and paying any Termination Payment, and any dispute resolution provisions with respect thereto, survive the termination of this Transaction and continue until after those penalties, fines or costs are finally ascertained.” 5.02 Confidentiality Notwithstanding Section 30.1 of the WSPP Agreement, (i) Purchaser may disclose information in order to support its Compliance Showings or otherwise show it has met its Compliance Obligations; (ii) Seller may disclose to a Unit’s SC or as necessary for Supply Plans; (iii) each Party may disclose information to the independent evaluator or other administrator of any competitive solicitation process of Purchaser, which in turn may disclose such information to CAISO or any Governmental Body; and (iv) Purchaser may disclose information to any Subsequent Purchaser. 5.03 Dodd-Frank Act The Parties intend this Transaction to be a “customary commercial arrangement” as described in Section II.A.1 of Commodity Futures Trading Commission, Proposed Guidance, Certain Natural Gas and Electric Power Contracts, 81 Fed. Reg. 20583 at 20586 (Apr. 8, 2016) and a “Forward Capacity Transaction” within the meaning of Commodity Futures Trading Commission, Final Order in Response to a Petition From Certain Independent System Operators and Regional Transmission Organizations To Exempt Specified Transactions Authorized by a Tariff or Protocol Approved by the Federal Energy Regulatory Commission, 78 Fed. Reg. 19,880 (Apr. 2, 2013). DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 24 5.04 Governing Law For this Transaction, Section 13.1 of the WSPP Agreement is amended to change “FERC” to “FERC or the CPUC”, and Section 24 of the WSPP Agreement is amended to replace “Utah” with “California”. AGREED AS OF THE EFFECTIVE DATE: [SELLER] [PURCHASER] By: Name: Title: By: Name: Title: DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 25 APPENDIX A DEFINED TERMS “CAISO” means the California ISO. “Capacity Attributes” means attributes of the Unit that may be counted toward Compliance Obligations, including: flexibility, dispatchability, physical location or point of electrical interconnection of the Unit; Unit ability to generate at a given capacity level, provide ancillary services, or ramp up or down at a given rate; any current or future defined characteristics, certificates, tags, credits, or accounting constructs of the Unit, howsoever entitled, identified from time to time by the CAISO or a Governmental Body having jurisdiction over Compliance Obligations. “CIRA Tool” means the CAISO Customer Interface for Resource Adequacy. “Compliance Obligations” means, as applicable, RAR, Local RAR and FCR. “Compliance Showings” means the applicable LSE’s compliance with the resource adequacy requirements of the CPUC for an applicable Showing Month. “CPUC Decisions” means any currently effective or future decisions, resolutions, or rulings related to resource adequacy. “Environmental Costs” means (i) costs incurred in connection with acquiring and maintaining all environmental permits and licenses for the Product, (ii) the Product’s compliance with all applicable environmental laws, rules, and regulations, including capital costs for pollution mitigation or installation of emissions control equipment required to permit or license the Product, (iii) all operating and maintenance costs for operation of pollution mitigation or control equipment, (iv) costs of permit maintenance fees and emission fees as applicable, (v) the costs of all emission reductions that have been authorized by a local air pollution control district or emissions trading credits or units pursuant to the California Health & Safety Code, market based incentive programs such as the South Coast Air Quality Management District’s Regional Clean Air Incentives Market, authorizations to emit sulfur dioxide and oxides of nitrogen by the Environmental Protection Agency, and any costs related to greenhouse gas emissions required by any applicable environmental laws, rules, regulations, or permits to operate, and (vi) costs associated with the disposal, clean-up, decontamination or remediation, on or off site, of hazardous substances. “FCR” means the Flexible Capacity requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, the CAISO pursuant to the Tariff, or other Governmental Body having jurisdiction over Compliance Obligations and includes any non-binding advisory showing which an LSE is required to make with respect to flexible capacity. “FCR Attributes” means, with respect to a Unit, any and all resource adequacy attributes of the Unit, as may be identified from time to time by the CPUC, CAISO, or other Governmental Body having jurisdiction over Compliance Obligations, that can be counted toward an LSE’s FCR. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 26 “Governmental Body” means any federal, state, local, municipal or other government; any governmental, regulatory or administrative agency, commission or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal. “Local RAR” means the local resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “LSE” means “Load Serving Entity” as such term is used in Section 40.9 of the Tariff. “MW” means megawatt. “Notification Deadline” is twenty (20) Business Days before the relevant deadlines for the corresponding Compliance Showings applicable to the relevant Showing Month. “Product” means RAR, Local RAR and FCR, for the Delivery Period, Unit, Contract Quantity, Contract Price and other specifications contained in Appendix B. “Prorated Percentage of Unit Factor” means the percentage, as specified in Appendix B, of the Unit NQC as of the Effective Date that is dedicated to Purchaser under this Transaction. “Prorated Percentage of Unit Flexible Factor” means the percentage, as specified in Appendix B, of the Unit EFC as of the Effective Date that is dedicated to Purchaser under this Transaction. “RAR” means the resource adequacy requirements established for LSEs by the CPUC pursuant to the CPUC Decisions, by CAISO pursuant to the Tariff, or by any other Governmental Body having jurisdiction over Compliance Obligations. “SC” means Scheduling Coordinator as defined in the Tariff. “Showing Month” means the calendar month of the Delivery Period that is the subject of the related Compliance Showing. “Shown Unit” means a Unit specified by Seller in a Supply Plan, but not necessarily identified by Seller to Purchaser on the Effective Date. “Subsequent Purchaser” means the purchaser of Product from Purchaser in a re-sale of Product by Purchaser. “Tariff” means the CAISO Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” in each case as amended or supplemented from time to time. “Unit” means the generation unit described in Appendix B and any Shown Unit. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 27 “Unit EFC” means Unit Effective Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. “Unit NQC” means Unit Net Qualifying Capacity and is the lesser of that of the Unit as set by CAISO as of the Effective Date and that of the Unit on a subsequent date of determination. DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 28 APPENDIX B PRODUCT AND UNIT INFORMATION Product: RAR Local RAR Flexible Capacity and all Capacity Attributes related to such Product. Additional Product Information (fill in all that apply): CAISO Zone: ________________________________________________________ MCC Bucket: ________________________________________________________ CPUC Local Area (if applicable): _________________ Flexible Capacity Category (if applicable):______________ Delivery period: [Begin Date] through [End Date] [Showing Months of xxxx, xxxx, xxxxx]. Contract Quantity and Contract Price: RAR and Local RAR, as applicable Showing Month and Year Contract Quantity (MW) Contract Price ($/kW-mo) [MM] [YY] [XX] Flexible Capacity, if applicable Showing Month and Year Contract Quantity (MW) Contract Price ($/kW-mo) [MM] [YY] [XX] DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 29 Unit 1 Unit Specific Information Resource Name ________ Physical Location ________ CAISO Resource ID ________ SCID of Resource ________ Unit NQC by month (e.g., Jan=50,Feb=65): ________ Unit EFC by month (e.g., Jan=30, Feb=50) ________ Resource Type (e.g., gas, hydro, solar, etc.) ________ Minimum Qualified Flexible Capacity Category (Flex 1, 2 or 3) ________ TAC Area (e.g., PG&E, SCE) ________ Prorated Percentage of Unit Factor ________ Prorated Percentage of Unit Flexible Factor ________ Capacity Area (CAISO System, Fresno, Sierra, , Kern, LA Basin, Bay Area, Stockton, Big Creek-Ventura, NCNB, San Diego-IV or Humboldt ) ________ Resource Category as defined by the CPUC (DR, 1, 2, 3, 4) ________ (Repeat for additional Units) [Information for specific Shown Units may be provided after the Effective Date pursuant to the Confirmation.] DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Exhibit B 30 APPENDIX C NOTICE INFORMATION Seller: ________ Purchaser: ________ All Notices: Attn: Phone: Facsimile: Duns: Federal Tax ID Number: All Notices: Attn: Phone: Facsimile: Duns: Federal Tax ID Number: Invoices: Invoices: Scheduling: Scheduling: Wire Transfer: Wire Transfer: Credit and Collections: Credit and Collections: Defaults: Additional notices of an Event of Default to: Defaults: Additional notices of an Event of Default to: DocuSign Envelope ID: 1A3E4AD1-BE67-477E-A777-C8CA0324E575 Certificate Of Completion Envelope Id: 1A3E4AD1BE67477EA777C8CA0324E575 Status: Completed Subject: Please DocuSign: RESO 9860 Alto Approving the Process for Executing Resource Adequacy Capacity ... Source Envelope: Document Pages: 30 Signatures: 6 Envelope Originator: Certificate Pages: 5 Initials: 0 Kim Lunt AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 kimberly.lunt@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 10/23/2019 8:29:07 AM Holder: Kim Lunt kimberly.lunt@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Amy Bartell Amy.Bartell@CityofPaloAlto.org Assistant City Attorney City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 12.220.157.20 Sent: 10/23/2019 8:33:58 AM Viewed: 10/23/2019 8:57:43 AM Signed: 10/23/2019 8:58:46 AM Electronic Record and Signature Disclosure: Accepted: 7/16/2015 5:52:40 AM ID: d8ecb53d-ef81-4016-8886-1560c48de42a Kiely Nose kiely.nose@cityofpaloalto.org Director, Administrative Services/CFO City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 12.220.157.20 Sent: 10/23/2019 8:58:48 AM Resent: 10/28/2019 1:12:36 PM Resent: 11/4/2019 7:47:57 AM Resent: 11/6/2019 1:31:40 PM Viewed: 11/4/2019 9:07:48 AM Signed: 11/7/2019 12:26:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dean Batchelor Dean.Batchelor@CityofPaloAlto.org General Manager of Utilities Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 12.220.157.20 Sent: 11/7/2019 12:26:54 PM Viewed: 11/7/2019 5:21:55 PM Signed: 11/7/2019 5:36:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada ed.shikada@cityofpaloalto.org Ed Shikada, City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 12.220.157.20 Sent: 11/7/2019 5:36:31 PM Viewed: 11/8/2019 9:07:02 AM Signed: 11/8/2019 9:07:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Eric Filseth eric.filseth@cityofpaloalto.org Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.58.47.4 Signed using mobile Sent: 11/8/2019 9:07:15 AM Viewed: 11/8/2019 11:27:14 PM Signed: 11/8/2019 11:27:44 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Beth Minor Beth.Minor@CityofPaloAlto.org City Clerk City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.85.96.67 Signed using mobile Sent: 11/8/2019 11:27:46 PM Viewed: 11/9/2019 5:01:10 AM Signed: 11/15/2019 8:21:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/8/2019 11:27:46 PM Certified Delivered Security Checked 11/9/2019 5:01:11 AM Signing Complete Security Checked 11/15/2019 8:21:50 AM Completed Security Checked 11/15/2019 8:21:50 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, City of Palo Alto (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 10/1/2013 8:33:53 AM Parties agreed to: Amy Bartell How to contact City of Palo Alto: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: david.ramberg@cityofpaloalto.org To advise City of Palo Alto of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at david.ramberg@cityofpaloalto.org and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Palo Alto To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to david.ramberg@cityofpaloalto.org and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Palo Alto To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to david.ramberg@cityofpaloalto.org and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Palo Alto as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Palo Alto during the course of my relationship with you.