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 TRECs were finalized in D.00-00-000. The non-modifiable terms in the 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 PSA: STC 2: Renewable Energy Credits (“REC”) and Green Attributes • Definition of Green Attributes 1.42 • Conveyance of Green Attributes 2.7(b) STC 17: Applicable Law 7 19 STC REC-1 Transfer of RECs 2.7(c) 10 STC REC-2 Tracking of RECs in WREGIS 2.9(a)(iv) 11 STC REC-3 CPUC Approval 1.19 2 - 3 The PSA includes all the non-modifiable terms intended for REC-only contracts. The terms in the 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 PSA against the modifiable terms in PG&E’s 2011 REC PSA form in the Solicitation Protocol dated April 28, 2011, is provided in Confidential Appendix E. Each provision in the 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 PSA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the 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 TRECs 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 PSA PPA and First Amendment conform 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 Appendix C of D.00-00-000 000, as modified by in D.00-00-000. These terms may be found on the following pages of the PSA: STC 2: Renewable Energy Credits (“REC”) and Green Attributes • Definition of Green Attributes 1.42 • Conveyance of Green Attributes 2.7(b) STC 17: Applicable Law 7 19 STC REC-1 Transfer of RECs 2.7(c) 10 STC REC-2 Tracking of RECs in WREGIS 2.9(a)(iv) 11 STC REC-3 CPUC Approval 1.19 2 - 3 The PSA includes all the non-modifiable terms intended for REC-only contracts. The terms in the PSA 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 PSA PPA against the modifiable terms in PG&E’s 2011 REC PSA RPS PPA form in the Solicitation Protocol dated April 28May 4, 2011, 2011 is provided in Confidential Appendix E. Each provision in the PSA 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 PSA PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PSA PPA protects the interests of its 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 and First Amendment. These terms are highlighted in blue in the PPA and First Amendment, both attached as Confidential Appendix E. STC 1: CPUC Approval 1.42 4 STC 2: Renewable Energy Credits (“REC”) and Green Attributes 10 - 11 • Definition of Green Attributes 1.98 • Conveyance of Green Attributes 3.2 STC 6: Eligibility 10.2(b) 49 STC 17: Applicable Law 10.12 58 STC REC-1 Transfer of RECs 10.2(b) 49 STC REC-2 Tracking of RECs in WREGIS 3.1(k)(viii) 27

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 TRECs 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 PSA 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.00-00-000 000, as modified by in D.00-00-000. These terms may be found on The Project will interconnect directly with the following pages of CAISO. Therefore, the PSA: STC 2: Renewable Energy Credits (“REC”) and Green Attributes • Definition of Green Attributes 1.42 • Conveyance of Green Attributes 2.7(b) STC 17: Applicable Law 7 19 STC REC-1 Transfer of RECs 2.7(c) 10 STC REC-2 Tracking of RECs in WREGIS 2.9(a)(iv) 11 STC REC-3 CPUC Approval 1.19 2 - 3 The PSA includes all PPA does not include the non-modifiable terms intended for REC-only contracts. The terms in the PSA 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 PSA PPA against the modifiable terms in PG&E’s 2011 REC PSA RPS PPA form in the Solicitation Protocol dated April 28May 4, 2011, is provided in Confidential Appendix E. Each provision in the PSA 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 PSA PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PSA PPA protects the interests of its 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. These terms are highlighted in blue in the PPA attached as Confidential Appendix E. STC 1: CPUC Approval 1.41 4 - 5 STC 2: Renewable Energy Credits (“REC”) and Green Attributes • Definition of Green Attributes 1.104 11 - 12 • Conveyance of Green Attributes 3.2 28 - 29 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 TRECs 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 PSA 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.00-00-000 000, as modified by in D.00-00-000. These terms may be found on the following pages of the PSA: STC 2: Renewable Energy Credits (“REC”) and Green Attributes • Definition of Green Attributes 1.42 • Conveyance of Green Attributes 2.7(b) STC 17: Applicable Law 7 19 STC REC-1 Transfer of RECs 2.7(c) 10 STC REC-2 Tracking of RECs in WREGIS 2.9(a)(iv) 11 STC REC-3 CPUC Approval 1.19 2 - 3 The PSA includes all the non-modifiable terms intended for REC-only contracts. The terms in the PSA 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 PSA PPA against the modifiable terms in PG&E’s 2011 REC PSA RPS PPA form in the Solicitation Protocol dated April 28May 4, 2011, is provided in Confidential Appendix E. Each provision in the PSA PPA is essential to the negotiated agreement between the parties, and, therefore, and therefore the Commission should not modify any of the provisions. The Commission should consider the PSA PPA as a whole in terms of its ultimate effect on utility customers. PG&E submits that the PSA PPA protects the interests of its 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. These terms are highlighted in blue in the PPA, which is attached as Confidential Appendix E. STC 1: CPUC Approval 1.44 5 STC 2: Renewable Energy Credits (“REC”) and Green Attributes • Definition of Green Attributes 1.106 11 – 12 • Conveyance of Green Attributes 3.2 32 STC 6: Eligibility 10.2(b) 56 – 57 STC 17: Applicable Law 10.12 66 STC REC-1: Transfer of RECs 10.2(b) 57 STC REC-2: Tracking of RECs in WREGIS 3.1(k)(viii) 29 The Project will interconnect directly with the CAISO. Therefore, the PPA does not include the non-modifiable terms intended for REC-only contracts.