Common use of Compliance With Standard Terms and Conditions Clause in Contracts

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 STC 2: Renewable Energy Credits (“RECs”) and Green Attributes • Definition of Green Attributes 1.101 10 - 11 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b) 51 STC 17: Applicable Law 10.12 59 STC REC-1 Transfer of Renewable Energy credits 10.2(b) 51 - 52 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 RPS PPA form in the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 STC 2: Renewable Energy Credits (“RECs”) and Green Attributes • Definition of Green Attributes 1.101 10 - 11 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b) 51 STC 17: Applicable Law 10.12 59 STC REC-1 Transfer of Renewable Energy credits 10.2(b) 51 - 52 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 The Project will interconnect directly with the CAISO. ThereforeIn addition, the PPA does not include includes the non-modifiable terms intended and conditions specified in D.00-00-000 (Appendix C) for “REC-only bundled contracts.” . The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified modified, based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 RPS PPA form in the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, and therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole whole, in terms of its their ultimate effect on utility customers. PG&E submits that the The PPA protects the interests of its PG&E’s customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.. The following table sets forth the specific page and section number where the Commission’s non-modifiable terms are located in the PPA. Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.36 4 STC 2: RECs and Green Attributes • Definition of Green Attributes 1.82 9 • Conveyance of Green Attributes 3.2 25 STC 6: Eligibility 10.2(b) 51 STC 17: Applicable Law 10.12 58 STC REC-1 Transfer of renewable energy credits 10.2(b) 51 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(v) 25

Compliance With Standard Terms and Conditions. (STCs) The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- non-modifiable term terms related to Green Attributes was were finalized in D.00-00-000 and the non- non-modifiable terms related to Tradable Renewable Energy Credits (“TREC”) RECs were finalized in D.00-00-000, as modified by D.00-00-000. In D.00-00-000, the existing Green Attribute non-modifiable terms were deemed outdated and replaced with a new STC 2 related to biomethane transactions, and that term is deemed modifiable. D.00-00-000 noted that the outdated non- modifiable Green Attribute terms could continue to be used in a PPA as long as they did not conflict with the new, modifiable STC 2. At this time, PG&E continues to include those old Green Attribute terms in its PPAs as long as there is no conflict with STC 2; however, they are no longer marked as either non-modifiable or modifiable. The non-modifiable standard terms and conditions in the Amended and Restated PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00D.10-00-00003- 021, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 STC 2: Renewable Energy Credits (“RECs”) and Green Attributes • Definition of Green Attributes 1.101 10 - 11 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b) 51 STC 17: Applicable Law 10.12 59 STC REC-1 Transfer of Renewable Energy credits 10.2(b) 51 - 52 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include the non-modifiable and modifiable terms intended for “REC-only contracts.” The terms found in the Amended and Restated PPA are also highlighted in Confidential Appendix F. E. Portfolio Content Category Claim and Upfront Showing (D.00-00-000, Ordering Paragraph 9) Senate Bill 2 1X established three portfolio content categories that correspond apply to the “modifiable” standard terms and conditions drafted in RPS-eligible generation associated with RPS procurement contracts signed after June 1, 2010. D.00-00-000 requires the investor-owned utilities to make an upfront showing related to the categorization of each proposed RPS procurement transaction signed after June 1, 2010.6 The PPA for the Project was originally signed prior to June 1, 2010, and thus is exempt from the D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons of categorization requirements for new RPS procurement.7 The procurement associated with the modifiable terms Amended and Restated PPA counts in the PPA against the modifiable terms in full toward PG&E’s 2009 RPS PPA form in procurement requirements as long as it satisfies the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.following three statutory requirements:8

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000, as modified in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms for non-REC-only contracts set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 000, and Appendix C of D.00-00-000, as modified in D.00-00-000. These terms may be found on the following pages of the PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 STC 2: Renewable Energy Credits (“RECs”) and Green Attributes • Definition of Green Attributes 1.101 10 - 11 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b) 51 STC 17: Applicable Law 10.12 59 STC REC-1 Transfer of Renewable Energy credits 10.2(b) 51 - 52 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” . The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been slightly modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 2011 RPS PPA form in the Solicitation Protocol dated June 29May 4, 20092011, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while Advice 3893-E - 11 - August 18, 2011 achieving the Commission’s goal of increasing procurement from eligible renewable resources.. The following table sets forth the specific page and section number where the Commission’s non-modifiable terms are located in the PPA. These terms are highlighted in blue in the PPA attached as Confidential Appendix E. Non-Modifiable Term PPA Section No. PPA Page No. From Power Purchase Agreement STC 1: CPUC Approval 1.41 4 - 5 STC 2: Renewable Energy Credits (“REC”) and Green Attributes 11 - 12 • Definition of Green Attributes 1.104 28 - 29 • Conveyance of Green Attributes 3.2 STC 6: Eligibility 10.2(b) 49 - 50 STC 17: Applicable Law 10.12 58 STC REC-1 Transfer of RECs 10.2(b) 50 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 26

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) TRECs were finalized in D.00-00-000. The non-modifiable terms in the PPA PSA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000 as modified by D.00-00-000. These terms may be found on the following pages of the PPAPSA: Non-Modifiable Term PPA PSA Section No. PPA PSA Page No. STC 1: CPUC Approval 1.41 4 STC 2: Renewable Energy Credits (“RECsREC”) and Green Attributes • Definition of Green Attributes 1.101 10 - 11 1.42 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b2.7(b) 51 STC 17: Applicable Law 10.12 59 7 19 STC REC-1 Transfer of Renewable Energy credits 10.2(bRECs 2.7(c) 51 - 52 10 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii2.9(a)(iv) 25 11 STC REC-3 CPUC Approval 1.19 2 - 3 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include PSA includes all the non-modifiable terms intended for “REC-only contracts.” . The terms in the PPA PSA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been slightly modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA PSA against the modifiable terms in PG&E’s 2009 RPS PPA 2011 REC PSA form in the Solicitation Protocol dated June 29April 28, 20092011, is provided in Confidential Appendix E. Each provision in the PPA PSA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA PSA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA PSA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 1.47 5 STC 2: Renewable Energy Credits (“RECs”) RECs and Green Attributes • Definition of Green Attributes 1.101 10 1.113 11 - 11 12 • Conveyance of Green Attributes 3.2 28 31 STC 6: Eligibility 10.2(b) 51 56 STC 17: Applicable Law 10.12 59 64 STC REC-1 Transfer of Renewable Energy renewable energy credits 10.2(b) 51 - 52 56 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 29 The Project will interconnect directly with the CAISOCAISO and is not an unbundled REC transaction. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 2011 RPS form PPA form in the Solicitation Protocol dated June 29May 4, 2009, 2011 is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) TRECs were finalized in D.00-00-000. The non-modifiable terms in the PPA PSA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000 as modified by D.00-00-000. These terms may be found on the following pages of the PPAPSA: Non-Modifiable Term PPA PSA Section No. PPA PSA Page No. STC 1: CPUC Approval 1.41 4 STC 2: Renewable Energy Credits (“RECsREC”) and Green Attributes • Definition of Green Attributes 1.101 10 1.42 4 - 11 5 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b2.7(b) 51 10 STC 17: Applicable Law 10.12 59 7 19 STC REC-1 Transfer of Renewable Energy credits 10.2(bRECs 2.7(c) 51 - 52 10 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii2.9(a)(iv) 25 11 STC REC-3 CPUC Approval 1.19 2 - 3 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include PSA includes all the non-modifiable terms intended for “REC-only contracts.” . The terms in the PPA PSA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been slightly modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA PSA against the modifiable terms in PG&E’s 2009 RPS PPA 2011 REC PSA form in the Solicitation Protocol dated June 29April 28, 20092011, is provided in Confidential Appendix E. Each provision in the PPA PSA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA PSA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA PSA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 1.48 5 STC 2: Renewable Energy Credits (“RECs”) RECs and Green Attributes • Definition of Green Attributes 1.101 10 - 1.103 11 • Conveyance of Green Attributes 3.2 28 30 STC 6: Eligibility 10.2(b) 51 54 STC 17: Applicable Law 10.12 59 62 STC REC-1 Transfer of Renewable Energy renewable energy credits 10.2(b10.2(c) 51 - 52 54 – 55 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii10.2(d) 25 55 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” . The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 RPS PPA form in the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TRECTRECs”) were finalized in D.00-00-000, as modified by D.00-00-000. The non-modifiable terms in the A&R PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and by Appendix C of D.00-00-000, as modified by D.11-01- 025. These terms may be found on the following pages of the A&R PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 1.40 4 STC 2: Renewable Energy Credits (“RECs”) and Green Attributes • Definition of Green Attributes 1.101 10 - 1.104 11 • Conveyance of Green Attributes 3.2 28 - 29 STC 6: Eligibility 10.2(b) 51 STC 17: Applicable Law 10.12 59 60 STC REC-1 Transfer of Renewable Energy renewable energy credits 10.2(b) 51 - 52 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 The Project will interconnect directly with the CAISO. Therefore27 Advice 4048-E May 25, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 RPS PPA form in the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.2012

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA, attached to this filing as Confidential Appendix E: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 1.42 4 STC 2: Renewable Energy Credits (“RECs”) RECs and Green Attributes 10 • Definition of Green Attributes 1.101 10 - 11 1.95 30 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b) 51 59 Advice 3884-E - 11 - August 4, 2011 Non-Modifiable Term PPA Section No. PPA Page No. STC 17: Applicable Law 10.12 59 67 STC REC-1 Transfer of Renewable Energy renewable energy credits 10.2(b) 51 - 52 59 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii3.1(k)(v) 25 29 The Project will interconnect directly with or be dynamically scheduled into the CAISOCAISO and thus is not an unbundled REC transaction. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been slightly modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 2011 RPS PPA form in the Solicitation Protocol dated June 29May 4, 20092011, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- Advice 3735-E - 9 - September 30, 2010 modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 1.48 5 STC 2: Renewable Energy Credits (“RECs”) RECs and Green Attributes • Definition of Green Attributes 1.101 10 - 11 1.103 • Conveyance of Green Attributes 3.2 28 STC 6: Eligibility 10.2(b) 51 54 STC 17: Applicable Law 10.12 59 62 STC REC-1 Transfer of Renewable Energy renewable energy credits 10.2(b10.2(c) 51 - 52 54 – 55 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii10.2(d) 25 55 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” . The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 RPS PPA form in the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.. Advice 3735-E - 10 - September 30, 2010

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TREC”) were finalized in D.00-00-000. The non-modifiable terms in the PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and Appendix C of D.00-00-000. These terms may be found on the following pages of the PPA, attached to this filing as Confidential Appendix E: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 1.42 4 STC 2: Renewable Energy Credits (“RECs”) RECs and Green Attributes • Definition of Green Attributes 1.101 1.95 10 - 11 • Conveyance of Green Attributes 3.2 28 30 STC 6: Eligibility 10.2(b) 51 59 Non-Modifiable Term PPA Section No. PPA Page No. STC 17: Applicable Law 10.12 59 67 STC REC-1 Transfer of Renewable Energy renewable energy credits 10.2(b) 51 - 52 59 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii3.1(k)(v) 25 29 The Project will interconnect directly with or be dynamically scheduled into the CAISOCAISO and thus is not an unbundled REC transaction. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” The terms in the PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been slightly modified based upon mutual agreement reached during negotiations. Comparisons of the modifiable terms in the PPA against the modifiable terms in PG&E’s 2009 2011 RPS PPA form in the Solicitation Protocol dated June 29May 4, 20092011, is provided in Confidential Appendix E. Each provision in the PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- modifiable terms related to Tradable Renewable Energy Credits (“TRECTRECs”) were finalized in D.00-00-000. The non-modifiable terms in the Amended and Restated PPA conform exactly to the “non-modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00-00-000, as modified by D.00-00-000 and by Appendix C of D.00-00-000. These terms may be found on the following pages of the Amended and Restated PPA: Non-Modifiable Term PPA Section No. PPA Page No. STC 1: CPUC Approval 1.41 4 1.28 3 STC 2: Renewable Energy Credits (“RECs”) and Green Attributes • Definition of Green Attributes 1.101 10 - 11 1.65 7–8 • Conveyance of Green Attributes 3.2 28 19 STC 6: Eligibility 10.2(b) 51 40 STC 17: Applicable Law 10.12 59 46 STC REC-1 Transfer of Renewable Energy renewable energy credits 10.2(b) 51 - 52 40 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 19 The Project will interconnect interconnects directly with the CAISO. Therefore, the Amended and Restated PPA does not include the non-modifiable terms intended for “REC-only contracts.” . The terms in the Amended and Restated PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons Comparison of the modifiable terms in the Amended and Restated PPA against the modifiable terms in PG&E’s 2009 RPS PPA form in the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the Amended and Restated PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the Amended and Restated PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the Amended and Restated PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.

Compliance With Standard Terms and Conditions. The Commission set forth standard terms and conditions to be incorporated into contracts for the purchase of electricity from eligible renewable energy resources in D.00-00-000 and D.00-00-000, as modified by D.00-00-000 and D.00-00-000. These terms and conditions were compiled and published in D.00-00-000. Additionally, the non- non-modifiable term related to Green Attributes was finalized in D.00-00-000 and the non- non-modifiable terms related to Tradable Renewable Energy Credits (“TRECTRECs”) were finalized in D.00-00-000. The non-modifiable terms in the Amended PPA conform conforms exactly to the “non-non- modifiable” terms set forth in Attachment A of D.00-00-000 and Appendix A of D.00D.08- 04-00-000009, as modified by D.00-00-000 and by Appendix C of D.00-00-000. These The following tables set forth the specific page and section number where the Commission’s non-modifiable terms may be found on are located in the following pages of the Amended PPA: Non-Modifiable Term Amended PPA Section No. Amended PPA Page No. STC 1: CPUC Approval 1.41 4 1.49 5 STC 2: Renewable Energy Credits (“RECsREC”) and Green Attributes • Definition of Green Attributes 1.101 10 1.119 11 - 11 12 • Conveyance of Green Attributes 3.2 28 31 STC 6: Eligibility 10.2(b) 51 61 STC 17: Applicable Law 10.12 59 69 STC REC-1 Transfer of Renewable Energy credits RECs 10.2(b) 51 - 52 61 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 25 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include the non-modifiable terms intended for “REC-only contracts.” 28 The terms in the Amended PPA that correspond to the “modifiable” standard terms and conditions drafted in D.00-00-000 and D.00-00-000 have been modified based upon mutual agreement reached during negotiations. Comparisons Highlighting of the modifiable and non- modifiable terms in the Amended PPA against the modifiable terms in PG&E’s 2009 RPS PPA form in the Solicitation Protocol dated June 29, 2009, is provided in Confidential Appendix E. Each provision in the Amended PPA is essential to the negotiated agreement between the parties, and, therefore, the Commission should not modify any of the provisions. The Commission should consider the Amended PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the Amended PPA protects the interests of its customers while achieving the Commission’s goal of increasing procurement from eligible renewable resources.