California Choice Energy Authority
Board of Directors Regular Meeting Agenda
August 5, 2026, 1:00 p. m.
City of Santa Barbara, Conference Room #15
735 Anacapa St, Santa Barbara, CA. 93101
Members of the public can observe the livestream of the meeting via Zoom by clicking:
https://cityoflancasterca-gov.zoom.us/j/89080929282
or telephonically by dialing:
(253) 215-8782
Meeting ID: 890 8092 9282
This meeting will be held in person. As a convenience for the public, the meeting may also be accessed by Zoom and will be available by computer or telephone audio as indicated above. Because this is an in-person meeting and the virtual component is not required, but rather is offered as a convenience, if there are any technical issues during the meeting, this meeting will continue and will not be suspended.
Members of the public may also participate in this meeting at the following locations:
Members of the public can provide public comments in writing or orally in person as follows:
Written Comments: If you are unable to participate in person and you wish to make a comment, you may submit written comments up to 4 hours prior to the meeting via email to:
[email protected]. All written comments will be posted online and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting.
Oral Comments: Members of the public can address the Board on items on the agenda at the time the item is being addressed or during Public Comments for topics that are not listed on the agenda. Speakers are limited to three (3) minutes each. In conformance with the Brown Act, no Board action can occur on items presented during Public Comment.
If you desire to speak during Public Comment and are in person, please fill out a speaker card and submit it to CalChoice staff. If you are participating in a remote location, please identify yourself with a CalChoice representative. When you are called to speak, please come forward to the podium and state your name. To address the Board regarding an item on the agenda, please fill out a speaker card and submit it to the Board Secretary before the Board Chair announces the item.
City of Pico Rivera City Hall Main
Conference Room
6615 Passons Blvd.,
Pico Rivera, CA 90660
City of Pomona Water
Resources Dept
Conference Room
752 W Commercial Street
Pomona CA 91768
City of San Jacinto City Hall
595 S. San Jacinto Ave
San Jacinto, CA. 92583
BOARD OF DIRECTORS
Lancaster Energy
George Harris, Chair
Santa Barbara Clean Energy
Alelia Parenteau, Vice Chair
Apple Valley Choice Energy
Guy Eisenbrey
Energy for Palmdale’s
Independent Choice
Janelle Samson
Pico Rivera Innovative
Municipal Energy
Steve Carmona
Pomona Choice Energy
Chris Diggs
Rancho Mirage Energy Authority
Jessica Pulliam
San Jacinto Power
Tom Prill
CALL TO ORDER
ROLL CALL
FLAG SALUTE
BOARD REORGANIZATION
Nominations for Chair 2026-27
• Chair Harris Opens Nominations for Chair
• New Chair Opens Nominations for Vice-Chair
BOARD COMMENTS & ANNOUNCEMENTS
PUBLIC COMMENT
PRESENTATIONS
GFOA Certificate of Award in Financial Reporting Presentation – Barbara Boswell, Treasurer Consent Calendar
Item 1: Approve Minutes from May 19, 2026 Regular Board Meeting
RECOMMENDATION
Approve Minutes of May 19, 2026 Regular Board Meeting.
Item 2: Receive Treasurer’s Report for period ending June 30, 2026
RECOMMENDATION
Receive Treasurer’s Report for period ending June 30, 2026.
Item 3: Consider Approval of First Amendment to Agreement with City of San Jacinto for Interim Chief Executive Officer
RECOMMENDATION
Approve the First Amendment to the Agreement with the City of San Jacinto for Interim Chief Executive Officer services, extending the term through December 31, 2026, retroactively effective July 1, 2026, for an additional amount not to exceed $72,000, for an aggregate agreement amount not to exceed $216,000 ($144,000 in FY 2025/26 and $72,000 in FY 2026/27); and authorize the Treasurer to execute all documents, subject to General Counsel approval.
New Business
Item 4: Consider Approval of Customer in Good Standing Policy for Power Choice Program
RECOMMENDATION
Approve the Customer in Good Standing Policy for Power Choice Program 2 Item 5: Consider Approval of Professional Services Agreement with Pacific Energy Advisors, Inc. for the Local Energy Project Development Assessment: Preliminary Study
RECOMMENDATION
Approve a Professional Services Agreement with Pacific Energy Advisors, Inc. (PEA) for the Local Energy Project Development Assessment: Preliminary Study, in an amount not to exceed $40,000, effective upon execution by both Parties, with a term through June 30, 2027; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority Counsel.
Item 6: Receive Update Regarding Distributed Energy Resource Management System (DERMS) and Consider Providing Direction to Staff.
RECOMMENDATION
Receive update regarding Distributed Energy Resource Management System (DERMS) and consider providing direction to staff that may include:
• Directing staff to continue working with the Programs Advisory Committee to evaluate the Serious Controls DERMS Platform and return with a recommendation; or
• Approving Main Services Agreement with Lunar Energy, Inc. for a Distributed Energy Resources Management System (DERMS) and design of a future demand response program; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority General Counsel; or
• Directing staff to pursue an alternative course of action; or • Taking any other action within the Board’s Authority. .
Item 7: Consider Approval of Professional Services Agreement with Halsten AI, LLC, Authorization of Funds and Budget Adjustment for FY 2026/27 Operating Budget of $90,000
RECOMMENDATION
Approve a Professional Services Agreement with Halsten AI, LLC (“Halsten”) for an Operating and Automated Workflow Software as a Service (SAS) in an amount not to exceed $90,000, beginning October 1, 2026 through June 30, 2027; Allocate the funding and Amend the Fiscal Year 2026-2027 Budget to include; and authorize the Interim Chief Executive Officer, or his designee, to work with Authority Counsel to finalize and execute the Agreement and any related documents.
Item 8: Discuss and Provide Direction Regarding the Establishment of an All-Member Summit Scholarship Policy
3 RECOMMENDATION
Discuss and provide direction regarding the establishment of an All-Member Summit Scholarship Policy.
Item 9: Receive California Choice Energy Authority Programs Update on Elect to Administer Energy Efficiency Funding Request
RECOMMENDATION
Receive an update regarding CalChoice’s successful award of $2,703,000 funding from the California Public Utility Commission (CPUC) for implementation of an energy efficiency elect-to-administer program.
Item 10: Receive General Manager Update
RECOMMENDATION
Receive General Manager update.
Item 11: Receive Interim Chief Executive Officer Update
RECOMMENDATION
Receive Interim Chief Executive Officer update.
Item 12: Receive Update from Communications Ad-Hoc Subcommittee and Consider Giving Direction to Staff
RECOMMENDATION
Receive update from Communications Ad-Hoc Subcommittee and consider giving direction to staff.
Item 13: General Counsel Update
RECOMMENDATION
Receive update from General Counsel.
RECESS TO CLOSED SESSION
Item 14: Pursuant to Government Code Section 54957(b)(1):
PUBLIC EMPLOYMENT
Title: Chief Executive Officer
RECONVENE TO OPEN SESSION
GENERAL COUNSEL ANNOUNCEMENT
BOARD MEMBER QUESTIONS
BOARD MEMBER REPORTS ON CALCHOICE RELATED TRAVEL
4 BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS
NEXT MEETING: Regular Board Meeting Wednesday October 7, 2026, 1:00 p.m., City of Pico Rivera If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”), please contact [email protected] prior to the meeting for assistance.
5 STAFF REPORT
California Choice Energy Authority
8/5/26
RJ
Date: August 5, 2026
To: Chair and Authority Members
From: Kevin Tonoian, Interim Board Secretary
Item 1: Consider Approval of Minutes – Regular Board Meeting of May 19, 2026 Recommendation:
Approve minutes of Regular Board Meeting of May 19, 2026 Fiscal Impact:
There is no fiscal impact to California Choice Energy Authority (CalChoice).
Attachment:
Attachment – Regular Board Meeting Minutes – May 19, 2026 6 California Choice Energy Authority
Board of Directors Regular Meeting Minutes
May 19, 2026, 1:00 p.m.
City of Lancaster, City Council Chambers
44933 Fern Ave., Lancaster, CA 93534
Alternate Locations:
City of Pico Rivera City Hall
Main Conference Room
6615 Passons Blvd.,
Pico Rivera, CA 90660
City of San Jacinto City Hall
595 S. San Jacinto Ave
San Jacinto, CA. 92583
City of Santa Barbara
801 Garden St, #200
Santa Barbara, CA 93101
CALL TO ORDER: The regular meeting of the California Choice Energy Authority was called to order by Chair Harris at 1:05 p.m.
ROLL CALL: All cities were represented as follows: Town of Apple Valley, Julie Ryan; City of Lancaster, George Harris; City of Palmdale, Janelle Samson; City of Pico Rivera, Steve Carmona; City of Pomona, Julie Carver; City of Rancho Mirage, Jessica Pulliam; City of San Jacinto, Tom Prill; City of Santa Barbara, Alelia Parenteau.
FLAG SALUTE: Chair Harris led the flag salute.
BOARD COMMENTS & ANNOUNCEMENTS: Board members shared updates regarding member agency programs and activities. Comments included updates regarding Rancho Mirage’s lawn equipment rebate program in partnership with AQMD, Lancaster provided an update on their summer rebate credit proposal for residential and small business customers of $40 per month for July, August and September, and Santa Barbara’s multi-family EV charging incentive and assistance program.
PUBLIC COMMENT: No requests to speak were received.
PRESENTATIONS: None.
Consent Calendar
Items 3 and 4 were pulled from the Consent Calendar for separate presentation and action.
Item 1: Approve Minutes from February 17, 2026 and April 29, 2026 Special Board Meetings
7 Item 1 Attachment
RECOMMENDATION
Approve Minutes of February 17, 2026 and April 29, 2026 Special Board Meetings.
Item 2: Receive Treasurer’s Report for period ending March 31, 2026
RECOMMENDATION
Receive Treasurer’s Report for period ending March 31, 2026.
No requests to speak on the Consent Calendar were received.
Motion by Board Member Prill, second by Vice Chair Parenteau, to approve Items 1 and 2 of the Consent Calendar.
Motion approved unanimously on roll call vote, with Apple Valley abstaining on Item 1 because its representative was not present at the February 17, 2026 Special Meeting.
New Business
Item 3: Consider Approval of Professional Services Agreement with Pacific Energy Advisors, Inc. for Comprehensive Operational Support Services, for an Amount Not to Exceed $2,280,000 Annually
RECOMMENDATION
Approve Professional Services Agreement with Pacific Energy Advisors, Inc. for comprehensive operational support services, for an amount not to exceed $2,280,000 annually, effective July 1, 2026 for an initial term of three (3) years, with an option to extend for an additional two (2) years and authorize the Interim Chief Executive, or his designee, to execute all documents in substantially the form presented, subject to approval by the General Counsel.
Kevin Tonoian presented the item.
Board discussion followed regarding contract terms, the placement of feasibility-related work within the agreement structure, signature authority, and related services. Staff clarified that feasibility support would fall under a separate agreement or funding framework, and that execution of certain related agreements could fall within the Chair’s or Interim CEO’s signature authority depending on the item.
No requests to speak were received.
Motion by Board Member Pulliam, second by Board Member Ryan, to approve the recommendation.
Motion approved unanimously on roll call vote.
8 Item 4: Consider Approval of Professional Services Agreement with The Bayshore Consulting Group, Inc. for Member Operational Support Services, for an amount not to exceed $293,104 Annually
RECOMMENDATION
Approve Professional Services Agreement with The Bayshore Consulting Group, Inc. for member operational support services, for an amount not to exceed $293,104 annually, effective July 1, 2026 for an initial term of twelve (12) months, with two automatic one-year extensions and authorize the Interim Chief Executive, or his designee, to execute all documents in substantially the form presented, subject to approval by the General Counsel.
Interim Chief Executive Office Rob Johnson presented the item.
Board discussion followed regarding scope of services, reporting to member agencies on third-party meetings, and travel-related contract provisions. Staff clarified that scope language referencing “CalChoice” was intended to refer to the individual operational member agencies, that Bayshore communicates with member agencies on third-party meeting matters and representatives are often included in those meetings, and that travel would be limited to requested in-person appearances at member agency locations.
No requests to speak were received.
Motion by Board Member Carmona, second by Vice Chair Parenteau, to approve the recommendation.
Motion approved unanimously on roll call vote.
Public Hearing
Item 5: Receive Report on Vacancies, Recruitment and Retention Efforts in Compliance with Assembly Bill 2561
RECOMMENDATION
Conduct Public Hearing and receive Report on Vacancies, Recruitment and Retention Efforts in Compliance with Assembly Bill 2561.
Interim Board Secretary Kevin Tonoian read the public hearing notice into the record. Chair Harris opened the public hearing.
Staff presented the report and stated that CalChoice has no regular full-time or part-time positions, no vacancies, and no recruitment or retention efforts to report. The proposed budget did not include any new positions.
No requests to speak were received. Chair Harris closed the public hearing.
Motion by Board Member Pulliam, second by Board Member Ryan, to receive the report.
Motion approved unanimously on roll call vote.
9 New Business
Item 6: Receive California Choice Energy Authority Programs Update
RECOMMENDATION
Receive California Choice Energy Authority Programs update.
Staff presented the item and provided updates regarding Power Choice, the Energy Efficiency Elect-to-Administer program, the Equitable Building Decarbonization program, DAC Green Tariff implementation, and demand response planning. Staff also noted that the forthcoming CalEnviroScreen 5.0 update is expected to expand DAC eligibility and that staff is working with legal counsel to pursue additional DAC-GT program capacity.
No requests to speak were received.
Board received the update.
Item 7: Consider Approval of Agreement with Lunar Energy for a Distributed Energy Resources Management System (DERMS) for an amount not to exceed $120,000
RECOMMENDATION
Approve Main Services Agreement with Lunar Energy, Inc. for a Distributed Energy Resources Management System (DERMS) and design of a future demand response program; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority General Counsel.
Staff presented the item and provided background on the proposed DERMS agreement, including the piggyback contracting opportunity from a joint Silicon Valley Clean Energy and Peninsula Clean Energy solicitation that resulted in Lunar Energy’s selection. Lancaster representatives described Lancaster’s existing DERMS platform as an alternative.
Board discussion followed regarding cost allocation among participating agencies, scope finalization, Programs Advisory Committee review, and contract offboarding provisions. Board members directed staff to schedule individual member agency meetings to review the Lunar DERMS system and to prepare a side-by-side comparison of the Lunar and Lancaster platforms, with both to be completed prior to the August Board meeting.
No requests to speak were received.
Motion by Chair Harris, second by Board Member Pulliam, to table the item and direct staff to schedule individual meetings with member agencies to review the Lunar DERMS system prior to the August Board meeting and prepare a side-by-side technical comparison of the Lunar and Lancaster DERMS platforms for presentation at the August Board meeting.
Motion approved unanimously on roll call vote.
10 Item 8: Consider Adoption of Resolution Approving Fiscal Year 2026/27 Budget
RECOMMENDATION
Adopt Resolution Approving Fiscal Year 2026/27 Budget.
Treasurer Barbara Boswell presented the item. Board discussion followed regarding reserves, member cost allocations, pass-through items, the marketing budget, executive compensation, and the Halston dashboard item.
Board members requested that the Halston dashboard item be removed from the budget pending a separate presentation with additional clarity on scope and cost. Board members also directed that the existing Tripepi Smith marketing arrangement transition to month-to-month status for an amount not to exceed their current monthly invoice, pending review by an ad hoc committee.
No requests to speak were received.
Motion by Board Member Pulliam, seconded by Chair Harris, to amend the proposed Fiscal Year 2026/27 Budget as follows: (i) remove the $16,365 Halston dashboard item from the budget, with direction to staff to return with a separate presentation providing additional clarity on scope and cost prior to any future consideration; and (ii) leave the $125,000 in the marketing and promotions; and work with Tripepi Smith on the annual agreement to go on a month-to-month at not more than $8,000, with the goal of reducing to what is really just needed.
Motion approved unanimously on roll call vote.
Motion by Chair Harris and second by Board Member Pulliam, to approve the balance of the budget as presented, (Resolution No. 2026-002, A Resolution of the California Choice Energy Authority Adopting the Annual Fiscal Year 2026/27 Budget) Motion approved unanimously on roll call vote.
Item 9: Consider Adoption of Resolution Establishing the Regular Board Meeting Schedule
RECOMMENDATION
Adopt Resolution Establishing the Regular Board Meeting Schedule.
Staff presented the item and reviewed options for revising the Board’s regular meeting frequency and timing. Board discussion followed.
No requests to speak were received.
Motion by Board Chair Harris, second by Vice Chair Parenteau, to adopt Resolution Establishing the meeting schedule reflecting a bi-monthly meeting schedule on the first Wednesday of even-numbered months at 1:00 p.m., with the host city rotation continuing.
Motion approved unanimously on roll call vote.
11 Item 10: Receive General Manager Update on Procurement and Regulatory
RECOMMENDATION
Receive General Manager update.
Staff provided updates on financial security requirements, procurement activity, current legislation, and the recent CalCCA annual conference. Staff reported that all eight member CCAs are now at the minimum Financial Security Requirement level of $147,000 and that an active RFP for long-term RPS and incremental capacity had responses due May 21, 2026. Staff highlighted CalCCA-sponsored bills AB 1761 and SB 1138, both of which had advanced out of policy and appropriations committees.
No requests to speak were received.
Board received the update.
Item 11: Receive Interim Chief Executive Officer Update on CalChoice operations
RECOMMENDATION
Receive Interim Chief Executive Officer update.
Rob Johnson provided an operational update, including observations from the CalCCA annual conference and Power Choice program timing reminders.
No requests to speak were received.
Board received the update.
CLOSED SESSION
Pursuant to Government Code Section 54957(b)(1):
PUBLIC EMPLOYMENT
Title: Chief Executive Officer
RECESS TO CLOSED SESSION and RECONVENE TO OPEN SESSION
The Board recessed to Closed Session at 3:06 p.m. and reconvened to open session at 3:16 p.m.
GENERAL COUNSEL ANNOUNCEMENT
Chair Harris reported that no action was taken in Closed Session that was required to be reported.
PUBLIC COMMENT: None
BOARD MEMBER QUESTIONS: Vice Chair Parenteau requested that staff transmit future agenda packets earlier to the Board Members to ensure adequate time for review.
BOARD MEMBER REQUESTS FOR FUTURE AGENDA ITEMS: The Board requested staff agendize matters relating to the Halstone Dashboard, DERMS and the CalChoice Communications Operational Budget for the August 5, 2026 Regular Board Meeting.
ADJOURNMENT: Chair Harris adjourned the meeting at 3:24 p.m. 12 NEXT MEETING: Regular Board Meeting, August 5, 2026, 1:00 p.m., City of Santa Barbara. _______________________________
Kevin Tonoian
Interim Board Secretary
13 STAFF REPORT
California Choice Energy Authority
8/5/26
RJ
Date:
To:
From:
Item 2:
August 5, 2026
Chair and Authority Members
Barbara Boswell, Treasurer
Receive and File Treasurer’s Report for Preliminary, Unaudited Quarter Ending June 30, 2026
Recommendation:
Receive and file Treasurer’s Report for Preliminary, Unaudited Quarter Ending June 30, 2026.
Fiscal Impact:
There is no fiscal impact to California Choice Energy Authority (CalChoice).
Background:
Included in the report to the CalChoice Board are the following preliminary, unaudited Financial Statements as of June 30, 2026:
• Statement of Net Position – Reports Assets, Liabilities and Net Position • Statement of Revenues, Expenses and Changes in Net Position- Reports Income and Expenses for the Period
• Preliminary and Unaudited Budget to Actuals for the fiscal year • Check Detail Report for the Period April – June 2026
Attachment:
California Choice Energy Authority Preliminary, Unaudited Financial Statements and Check Detail as of June 30, 2026
14 Item 2
Treasurer’s Report
CALIFORNIA CHOICE ENERGY AUTHORITY
PRELIMINARY & UNAUDITED
STATEMENT OF NET POSITION
As of June 30, 2026
ASSETS
Cash $ 4,267,519
Member Cash Deposits for Energy Payments 5,964,442
Receivables:
Accounts 0
Due from Members 741,863
Prepaid Items 8,319
TOTAL ASSETS $10,982,143
LIABILITIES
Current Liabilities
Accounts Payable $ 4,838
RCB Bank Credit Card Payable 0
Total Current Liabilities $ 4,838
Noncurrent Liabilities
Unearned Revenue 882,196
Member Advance Deposits for Energy 5,964,442
Supplier Collateral Deposits 1,965,570
Total Noncurrent Liabilities $ 8,812,208
TOTAL LIABILITIES $ 8,817,046
NET POSITION
Reserve for Operations $ 678,880
Emergency Reserve 678,880
Reserve for Energy Purchases 372,281
Change in Net Position 435,056
TOTAL NET POSITION $ 2,165,097
15 Item 2 Attachment
Item 2
Treasurer’s Report
CALIFORNIA CHOICE ENERGY AUTHORITY
PRELIMINARY & UNAUDITED
STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION Period Ended June 30, 2026
OPERATING REVENUES
Associate Member Fees – Apple Valley $ 210,078
Associate Member Fees – Lancaster 536,169
Associate Member Fees – Palmdale 458,657
Associate Member Fees – Pico Rivera 187,366
Associate Member Fees – Pomona 378,047
Associate Member Fees – Rancho Mirage 254,208
Associate Member Fees – San Jacinto 161,886
Associate Member Fees – Santa Barbara 302,816
TOTAL OPERATING REVENUES $2,489,227
NONOPERATING REVENUE
Sponsorship Revenue $ 57,150
Interest Income 175,962
Misc. Revenue 47,344
TOTAL REVENUE $ 2,769,683
OPERATING EXPENSES
Professional Services $1,127,524
Legal Services 337,885
Membership Dues 522,037
Workshop/Seminars/Travel 15,469
Communications/All Member Meeting 163,705
Insurance Expense 14,094
Other Expenses 421
Software & Support 9,492
Administrative Overhead 144,000
TOTAL OPERATING EXPENSES $2,334,627
DAC-GT Program Revenue $30,900
DAC-GT Program Expenses (30,900)
Equitable Building Decarb. Grant Expenses 889
Equitable Building Decarb. Grant Revenue (889)
NET PROGRAM ACTIVITIES $ 0
OPERATING INCOME (LOSS) $ 435,056
16 Item 2
Treasurer’s Report
CALIFORNIA CHOICE ENERGY AUTHORITY
PRELIMINARY & UNAUDITED
BUDGET TO ACTUALS COMPARISON
Period Ended June 30, 2026
BUDGET ACTUALS VARIANCE $ VAR %
REVENUE $2,850,521 $2,769,683 $80,838 2.8%
OPERATING EXPENSES
Professional Services $1,192,600 $1,127,524 65,076 5.4% Legal Services 525,000 337,885 187,115 35.6%
Membership Dues 522,025 522,037 (12) 0%
Workshop/Seminars/Travel 30,000 15,468 14,532 48.4
Communications/All
Member
195,160 163,705 31,455 16.1%
Insurance Expense 20,000 14,094 5,906 30%
Software & Support 11,450 9,492 1,958 17.1%
Other Expenses 421 (421)
CalChoice Board Admin 50,000 0 50,000 100%
Program Development 25,000 0 25,000 100%
Administrative Overhead 144,285 144,000
144,000
285 0.2%
TOTAL OPERATING EXPENSES $2,715,520 $2,334,627 $380,893 14% CHANGE IN NET POSITION $135,001 $435,056 $300,055 222%
17 Payment
Date Vendor Invoice Number Description Amount
4/1/26 Alelia Parenteau 20260331 Travel Reimbursement $ 1,897.81 4/6/26 NRG Power Marketing CAISO20260401 Power Supply 545,277.92 4/13/26 NRG Power Marketing CAISO20260408 Power Supply 428,736.51 4/16/26 ES 1B Group 1, LLC ES1B RA 03.26 Power Supply 308,000.00 4/16/26 Leapfrog 0911 Power Supply 61,378.20
4/16/26 NRG Power Marketing CAISO20260415 Power Supply 160,169.13 4/16/26 Powerex 51446209 Power Supply 135,625.00
4/16/26 Resi Station LLC Multiple Power Supply 9,630.00 4/16/26 Sentinel Energy Center LLC 202607-SEC-CCEA Power Supply 1,431,000.00 4/21/26 Bayshore Consulting Group, Inc. 1542 CCA Services 3,053.16 4/21/26 Bayshore Consulting Group, Inc. Multiple CCA & Admin Support Svcs 105,755.10 4/27/26 NRG Power Marketing CAISO20260422 Power Supply 263,353.46 4/28/26 Braun Blaising & Wynne P C 23245 Legal Services 8,230.33 4/28/26 CalCCA 3127 Membership Dues 18,664.29
4/28/26 CalCCA 3109 Membership Dues 130,000.00
4/28/26 Calpine Energy Solutions - Data Mgmt 2.6103E+14 Data Management 385,958.38 4/28/26 City of San Jacinto Multiple Interim CEO 24,000.00 4/28/26 Deveau Burr Group LLC 1510 Lobbyist Svcs 6,500.00 4/28/26 Frontier 200031 Professional Svcs 512.50
4/28/26 Hall Energy Law PC 2020011161 Legal Services 2,080.00 4/28/26 Hall Energy Law PC 2020011172 Legal Services 5,785.00 4/28/26 Langan Engineering 90089271 Professional Svcs 2,027.50 4/28/26 Maher Accountancy 28080 Accounting Svcs 21,280.00 4/28/26 Minuteman Press 84395 Printing Svcs 1,957.12
4/28/26 Minuteman Press Multiple Printing Svcs 13,831.09 4/28/26 PEA 1487 Professional Svcs 160,000.00
4/28/26 Santa Paula Energy Storage Multiple Power Supply 105,000.00 4/28/26 STRADLING YOCCA CARLSON & RAUTH LLP 430771 Legal Services 1,200.00 4/28/26 STRADLING YOCCA CARLSON & RAUTH LLP 429774 Legal Services 4,342.80 4/28/26 Tripepi Smith 16915 Communications Svcs 9,598.75 5/4/26 Bayshore Consulting Group, Inc. 1557 CCA Services 3,244.56 5/4/26 Bayshore Consulting Group, Inc. Multiple CCA & Admin Support Svcs 106,432.71 5/4/26 NRG Power Marketing CAISO20260429 Power Supply 180,252.76 5/5/26 Halsten AI LLC 106 Professional Svcs 18,183.00
5/8/26 NRG Power Marketing Multiple Power Supply 301,419.30 5/18/26 Deveau Burr Group LLC 1571 Lobbyist Svcs 6,500.00 5/18/26 ES 1B Group 1, LLC ES1B RA 04.26 Power Supply 308,000.00 5/18/26 Leapfrog 0914 Power Supply 61,378.20
5/18/26 NRG Power Marketing CAISO20260513 Power Supply 33,606.90 5/18/26 Powerex 51451945 Power Supply 135,625.00
5/18/26 Resi Station LLC Multiple Power Supply 21,350.00 5/18/26 Sentinel Energy Center LLC 202608-SEC-CCEA Power Supply 1,431,000.00 5/27/26 NRG Power Marketing CAISO20260520 Power Supply 251,600.40 5/28/26 Braun Blaising & Wynne P C 23297 Legal Services 15,609.07 5/28/26 Calpine Energy Solutions - Data Mgmt 2.6134E+14 Data Management 386,766.18 5/28/26 Frontier 200295 Professional Svcs 931.25
5/28/26 Halsten AI LLC 107 Professional Svcs 18,183.00
5/28/26 Langan Engineering 90092738 Professional Svcs 320.00 5/28/26 Maher Accountancy 28263 Professional Svcs 21,280.00 California Choice Energy Authority
Lisitng of Payments Issued
April 1 - June 30, 2026
18 Payment
Date Vendor Invoice Number Description Amount
California Choice Energy Authority
Lisitng of Payments Issued
April 1 - June 30, 2026
5/28/26 Minuteman Press 85125 Printing Svcs 195.15
5/28/26 Minuteman Press 85552 Printing Svcs 229.31
5/28/26 NRG Power Marketing CAISO20260527 Power Supply 232,775.49 5/28/26 PEA 1494 Professional Svcs 164,412.75
5/28/26 Tripepi Smith 17068 Communications Svcs 9,607.50 6/3/26 Bayshore Consulting Group, Inc. Multiple CCA & Admin Support Svcs 112,446.82 6/5/26 NRG Power Marketing CAISO20260603 Power Supply 160,870.05 6/8/26 Crispimaging 727654 Printing Table Tents - Board 94.75 6/18/26 Deveau Burr Group LLC 1640 Lobbyist Svcs 6,750.00 6/18/26 ES 1B Group 1, LLC ES1B RA 05.26 Power Supply 308,000.00 6/18/26 Leapfrog 0925 Power Supply 77,941.80
6/18/26 NRG Power Marketing CAISO20260617 Power Supply 132,991.67 6/18/26 Powerex Multiple Power Supply 829,885.50
6/18/26 Resi Station LLC Multiple Power Supply 39,737.10 6/18/26 Sentinel Energy Center LLC 202609-SEC-CCEA Power Supply 1,431,000.00 6/18/26 Tullet Prebon Americas Corp Multiple Power Supply 4,760.00 6/25/26 NRG Power Marketing Multiple Power Supply 246,704.74 6/29/26 Braun Blaising & Wynne P C 23349 Legal Services 18,316.87 6/29/26 CalCCA 3155 Membership Dues 18,664.29
6/29/26 Calpine Energy Solutions - Data Mgmt 2.6162E+14 Data Management 386,621.24 6/29/26 City of San Jacinto 5608 Interim CEO 12,000.00
6/29/26 Frontier 200475 Professional Svcs 670.50
6/29/26 Hall Energy Law PC 2020011194 Legal Services 4,355.00 6/29/26 Langan Engineering 90099441 Professional Svcs 2,202.50 6/29/26 Maher Accountancy 28490 Accounting Svcs 21,280.00 6/29/26 Minuteman Press 86219 Printing Svcs 275.57
6/29/26 Minuteman Press 85999 Printing Svcs 286.56
6/29/26 Minuteman Press Multiple Printing Svcs 370.22
6/29/26 Pasadena Consulting Group LLC PCG-CALCHOICE-2026-1 Professional Svcs 1,850.00 6/29/26 PEA 1501 Professional Svcs 160,000.00
6/29/26 STRADLING YOCCA CARLSON & RAUTH LLP 432547 Legal Services 2,600.00 6/29/26 STRADLING YOCCA CARLSON & RAUTH LLP 431831 Legal Services 3,280.00 6/29/26 Tripepi Smith Multiple Communications Svcs 8,885.00 Grand Total $ 12,056,586.76
19 STAFF REPORT
California Choice Energy Authority
08/05/26
RJ
Date: August 5, 2026
To: Chair and Authority Members
From: Barbara Boswell, Treasurer
Item 3: Consider Approval of First Amendment to Agreement with City of San Jacinto for Interim Chief Executive Officer
Recommendation:
Approve the First Amendment to the Agreement with the City of San Jacinto for Interim Chief Executive Officer services, extending the term through December 31, 2026, retroactively effective July 1, 2026, for an additional amount not to exceed $72,000, for an aggregate agreement amount not to exceed $216,000 ($144,000 in FY 2025/26 and $72,000 in FY 2026/27); and authorize the Treasurer to execute all documents, subject to General Counsel approval.
Fiscal Impact:
Funds for the Agreement have been included in the approved FY 2026/27 budget.
Background:
At its June 10, 2025 Special Board Meeting, the CalChoice Board approved an agreement with the City of San Jacinto for Interim Chief Executive Officer services. On July 8, 2025, the Board approved an amended version of that agreement reflecting edits requested by San Jacinto, for a term of twelve (12) months commencing June 30, 2025 and ending June 30, 2026, for an amount not to exceed $144,000.
The original term of the Agreement expired on June 30, 2026. To maintain continuity of Interim Chief Executive Officer services while CalChoice continues its process to identify permanent executive leadership, staff recommends approval of a First Amendment extending the term of the Agreement through December 31, 2026.
Because this item is not before the Board until its August 5, 2026 meeting – after the June 30, 2026 expiration of the original term – the proposed Amendment is drafted to be retroactively effective as of July 1, 2026, so that there is no lapse in the contractual basis for Interim Chief Executive Officer services provided by the City during the interim period. The amendment has been reviewed by and approved as to form by the General Counsel.
Attachment:
First Amendment to Agreement with the City of San Jacinto for Interim Chief Executive Officer
20 1 | P a g e
FIRST AMENDMENT TO AGREEMENT BETWEEN THE
CALIFORNIA CHOICE ENERGY AUTHORITY
AND THE CITY OF SAN JACINTO
This First Amendment ("Amendment") to the Agreement between the CALIFORNIA CHOICE ENERGY AUTHORITY, a Joint Powers Authority organized under the laws of the State of California ("CalChoice"), and THE CITY OF SAN JACINTO, a California municipal corporation ("CITY"), effective June 30, 2025 (the "Agreement"), is made and entered into by and between CalChoice and CITY (each a "Party" and collectively the "Parties").
RECITALS
WHEREAS, CalChoice and CITY entered into the Agreement, effective June 30, 2025, pursuant to which CITY agreed to provide Interim Chief Executive Officer services to CalChoice through its then City Manager, Robert A. Johnson, for a term of twelve (12) months ending June 30, 2026, for compensation not to exceed One Hundred Forty-Four Thousand Dollars ($144,000.00); and
WHEREAS, the term of the Agreement expired on June 30, 2026; and WHEREAS, the CalChoice Board of Directors ("Board") desires to extend Interim Chief Executive Officer services and the term of the Agreement through December 31, 2026, to provide continuity of executive leadership; and
WHEREAS, the City Council of the CITY has approved the extension of Interim Chief Executive Officer services through December 31, 2026; and WHEREAS, because this Amendment is not being considered by the Board until its August 5, 2026 meeting, following the June 30, 2026 expiration of the original term, the Parties intend this Amendment to be retroactively effective as of July 1, 2026, so that there is no lapse in the contractual basis for Interim Chief Executive Officer services provided by CITY during the interim period; and
WHEREAS, the Parties now desire to amend the Agreement as set forth below; NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties agree as follows:
1. TERM.
Section 2 (Term of Agreement) of the Agreement is hereby amended and restated in its entirety to read as follows:
"The term of this Agreement shall commence on June 30, 2025 and end on December 31, 2026, unless earlier terminated, extended, or modified as provided herein." 21 Item 3 Attachment
2 | P a g e
2. COMPENSATION.
Section 4 (Compensation) of the Agreement is hereby amended to add the following:
"In connection with the extension of the term through December 31, 2026, CITY shall be compensated an additional amount not to exceed Seventy-Two Thousand Dollars and Zero Cents ($72,000.00), to be prorated based on the actual number of months CITY provides the Services during the extension period, for an aggregate amount payable under the Agreement, as amended, not to exceed Two Hundred Sixteen Thousand Dollars and Zero Cents ($216,000.00)."
3. EFFECTIVE DATE.
Notwithstanding the date of execution below, this Amendment shall be effective retroactively as of July 1, 2026.
4. NO OTHER CHANGES.
Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.
This Agreement is executed in the City of San Jacinto, County of Riverside.
CALIFORNIA CHOICE ENERGY AUTHORITY: CITY OF SAN JACINTO:
BY: ____________________________ BY: __________________________ Barbara A. Boswell Travis Randel
Treasurer Interim City Manager
DATED: ______________________ DATED: ______________________ ATTEST:
_______________________________
Kevin Tonoian, Interim Board Secretary
APPROVED AS TO FORM:
_______________________________
Allison Burns, General Counsel
22 STAFF REPORT
California Choice Energy Authority
8/5/26
RJ
Date: August 5, 2026
To: Chair and Authority Members
From: Kathy Wells, Energy Programs Manager
Item 4: Consider Approval Customer in Good Standing Policy for Participation in Power Choice Program
Recommendation:
Approve the Customer in Good Standing Policy for participation in the Power Choice program.
Fiscal Impact:
There is no fiscal impact to California Choice Energy Authority (CalChoice).
Background:
In an effort to balance customer access, responsible program administration, and utility best practices for the Power Choice distributed energy and battery storage program, CalChoice has developed a Customer in Good Standing Policy to establish a consistent eligibility standard across all CalChoice Member CCAs participating in the program.
The Policy establishes the following guidelines to determine Good Standing:
• Must be an active customer of a Member CCA.
• Consistent monthly payments during the preceding 12 months and delinquent not more than 60 consecutive days during that period.
• Total past due balance of less than $2,500 at the time of installation and actively enrolled in and compliant with an approved utility payment plan if delinquent. • CARE customers must meet the same criteria and should be referred to SCE for enrollment in the Arrearage Management Plan or other payment assistance program to help reduce the balance to be eligible for the Power Choice program.
Attachment:
Attachment A – California Choice Energy Authority Customer in Good Standing Policy 23 CalChoice Customer in Good Standing Policy - DRAFT
To be eligible for participation in a CalChoice distributed energy or battery program, a customer must be considered in Good Standing with the electric utility account and meet the following requirements:
1. Community Choice Aggregator (CCA) Customer
a. The customer enrolling in the program must have an active account with a participating CalChoice CCA.
2. Account Ownership
a. The customer enrolling in the program must be the named account holder on the Southern California Edison (SCE) electric service account.
3. Payment History
a. The customer must have maintained a satisfactory payment history, demonstrated by consistent monthly payments during the preceding 12 months, and must not have been delinquent for more than 60 consecutive days at any time during that period.
4. Outstanding Balances
a. Customers with an outstanding utility balance may remain eligible if:
i. The customer is actively enrolled in and compliant with an approved utility payment plan; and
ii. The customer’s total past due balance is less than $2,500 at the time of installation.
5. CARE Customers
a. CARE customers with outstanding past-due balances that exceed the Good Standing requirements will not be eligible for enrollment until their account is brought into compliance. To become eligible, the customer must maintain a satisfactory payment history, as defined in Section 2.a, for a period of 12 consecutive months and have an outstanding balance of less than $2,500 at the time of installation.
b. Customers who do not meet these requirements should be referred to Southern California Edison's Arrearage Management Plan (AMP) or other available income-qualified assistance programs that may help reduce or eliminate outstanding balances. Customers may reapply for enrollment once they have satisfied the Good Standing requirements.
6. Program Discretion
a. CalChoice and its participating Community Choice Aggregators (CCAs) reserve the right to verify account standing and determine eligibility based on available utility information and program requirements.
This policy is intended to establish a consistent eligibility standard across all CalChoice CCAs while balancing customer access, responsible program administration, and utility best practices. 24 Item 4 Attachment
STAFF REPORT
California Choice Energy Authority
8/5/26
RJ
Date: August 5, 2026
To: Chair and Authority Members
From: Kevin Tonoian, Regulatory and Procurement Analyst Item 5: Consider Approval of Professional Services Agreement with Pacific Energy Advisors, Inc. for the Local Energy Project Development Assessment:
Preliminary Study
______________________________________________________________________ Recommendation:
Approve a Professional Services Agreement with Pacific Energy Advisors, Inc. (PEA) for the Local Energy Project Development Assessment: Preliminary Study, in an amount not to exceed $40,000, effective upon execution by both Parties, with a term through June 30, 2027; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority Counsel.
Fiscal Impact:
Funds for the preliminary study have been included in the approved FY 2026/27 budget.
Background:
California Choice Energy Authority (CalChoice) is a Joint Powers Authority formed to provide implementation and operational support services to its member Community Choice Aggregation (CCA) programs. PEA has served as CalChoice's primary technical and operational consultant since 2017 and currently provides comprehensive operational support services to CalChoice under a Professional Services Agreement approved by the Board on May 19, 2026.
At its April 29, 2026 Special Meeting, the Board received a report from the Energy Development Feasibility Ad Hoc Subcommittee and directed staff to include up to $210,000 in the FY 2026/27 proposed budget for the Energy Development Feasibility Study, with any resulting contract to return to the Board for approval. Chair Harris further confirmed that the Ad Hoc Subcommittee had served its purpose and that further discussion of this work should come before the full Board. The Board included $40,000 for this Preliminary Study in the Adopted FY 2026/27 Budget.
25 Item 5
PEA Professional Services Agreement
At its May 19, 2026 Regular Meeting, in connection with its approval of the Professional Services Agreement with PEA for Comprehensive Operational Support Services, the Board discussed the placement of feasibility-related work within CalChoice's agreement structure. Staff clarified that feasibility support would fall under a separate agreement or funding framework, distinct from PEA's comprehensive operational support services agreement.
PEA has proposed a scope of work for a Local Energy Project Development Assessment:
Preliminary Study to evaluate the potential for CalChoice to develop a grid-scale local energy resource that provides economic, reliability, and environmental benefits to CalChoice members.
The Preliminary Study will:
● Define CalChoice objectives in pursuing the development of a local energy resource ● Assess which energy resource technologies would maximize value for CalChoice members
● Assess appropriate project sizing for serving CalChoice load and potential sales to third parties
● Describe and compare potential ownership and financing structures ● Prepare a financial model to evaluate project costs and compare to prevailing prices for power purchase agreements for similar projects
● Identify issues related to project siting, permitting, and transmission access ● Assist CalChoice in preparing a solicitation to identify one or more vendors to further vet and analyze project opportunities identified in the Preliminary Study, for the purpose of advancing project development work
The Agreement is structured as a standalone Professional Services Agreement, separate from PEA's Comprehensive Operational Support Services Agreement, consistent with the Board's direction that feasibility-related work be addressed under its own agreement and funding framework.
Staff recommends that the Board approve the Agreement to authorize PEA to proceed with the Preliminary Study.
Attachment:
Attachment – Professional Services Agreement between California Choice Energy Authority and Pacific Energy Advisors, Inc.
26 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study
AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES is made and entered into this 5
th day of August 2026, by and between the CALIFORNIA CHOICE ENERGY AUTHORITY, a joint powers authority, (“CalChoice”), and PACIFIC ENERGY ADVISORS, INC. (“Consultant”) (each individually referred to as a “Party”; and, collectively, as the “Parties”).
RECITALS
WHEREAS, CalChoice desires to engage Consultant to perform certain technical and professional services, as provided herein, identified as:
Local Energy Project Development Assessment: Preliminary Study (the "Services"):
WHEREAS, the principal members of Consultant are qualified and duly registered/licensed under the laws of the State of California, and Consultant desires to accept such engagement; WHEREAS, this Agreement is separate from, and does not amend, modify, or supersede, that certain Agreement for Professional Consulting Services between CalChoice and Consultant for California Choice Energy Authority Comprehensive Operational Support Services, effective July 1, 2026 (the "Master Services Agreement"); the Services described herein are a discrete, one-time engagement outside the scope of the Master Services Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Parties to the Agreement.
The parties to this Agreement are:
A. CLIENT: California Choice Energy Authority
B. CONSULTANT: Pacific Energy Advisors, Inc.
2. Notices. All written notices required by or related to this Agreement shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this Agreement shall refuse to accept such mail; parties to this Agreement shall promptly inform the other party of any changes of address. All notices required by this Agreement are effective on the day of receipt, unless otherwise indicated herein.
CLIENT: California Choice Energy Authority
Attn: Rob Johnson, Interim Chief Executive Officer
44933 North Fern Avenue
Lancaster, California 93534
CONSULTANT: John P. Dalessi, President
Pacific Energy Advisors, Inc.
300 University Avenue, Suite 220
Sacramento, CA 95825
27 Item 5 Attachment
Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study
3. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without prior written consent of the other party, and any such assignments without said consent shall be void.
4. Description of Work. CalChoice hereby engages Consultant, and Consultant accepts such engagement, to perform the professional services set forth in the “Scope of Services,” attached hereto as “Exhibit A” and incorporated herein by reference. Consultant shall perform and complete, in a manner satisfactory to CalChoice, all work and services set forth in “Exhibit A.” The Executive Director or his designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the Executive Director, or his designee.
5. Obligations of CalChoice.
A. CalChoice shall compensate Consultant for the Services on a time-and-materials basis, in accordance with the Professional Service Rates set forth in Exhibit A, subject to a not-to-exceed budget of Forty Thousand Dollars ($40,000) (the "Study Budget"), which amount shall not be exceeded absent prior written authorization from CalChoice. Payments shall be due within thirty (30) days following Consultant's submittal of an invoice detailing the services performed. CalChoice shall reimburse Consultant for actual travel expenses incurred in the performance of work explicitly requested by CalChoice; provided that such reimbursements shall count toward the Study Budget.
B. No payment made hereunder by CalChoice to Consultant, other than the final payment, shall be construed as an acceptance by CalChoice of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.
6. Obligations of the Consultant.
A. Consultant shall perform as required by this Agreement and in accordance with the Scope of Services set forth in Exhibit A.
B. Consultant shall not commence any new phase as set forth in Exhibit A without a prior written notice to proceed from CalChoice.
C. Consultant shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
D. Consultant shall not subcontract any of the work required to perform the Services without the express prior written approval of CalChoice.
7. Hold Harmless and Indemnification. Consultant agrees to indemnify and hold harmless CalChoice, its officers and employees, from and against any and all third-party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to Consultant’s negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. Consultant agrees to defend CalChoice, its officers and employees, using counsel 28 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study of CalChoice’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence.
CalChoice agrees to indemnify and hold harmless Consultant, its employees and agents, from and against any and all third-party claims, losses, obligations, or liabilities whatsoever, including reasonable attorney’s fees, incurred to the extent arising out of or related to CalChoice’s negligent or willful wrongful acts, errors or omissions, or those of its officers or employees in relation to this Agreement. CalChoice agrees to defend Consultant, its employees and agents, using counsel of Consultant’s choosing, from and against any and all claims covered by the indemnity in the preceding sentence; provided, however, that this indemnification and hold harmless shall not include any claims to the extent they arise from the negligence or willful misconduct of the Consultant, its employees or agents.
8. Amendments. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon mutual written approval by CalChoice and Consultant.
9. Non-Discrimination and Equal Employment Opportunity.
A. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, gender, national origin, sexual orientation, physical or mental disability or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship.
B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. CalChoice shall have access to all documents, data and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section.
10. Term; Effective Date. This Agreement shall become effective upon execution by both Parties (the "Effective Date") and shall continue in full force and effect until completion of the Services described in Exhibit A, but in no event later than June 30, 2027 (the "Term"), unless the Agreement is sooner terminated in accordance with this Agreement or extended by mutual written agreement of the Parties.
29 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study
11. Termination.
A. For Convenience. Either Party may terminate this Agreement at any time without cause by giving thirty (30) days written notice to the other Party of such termination and specifying the effective date thereof. In the event of termination of this Agreement, whether for convenience or cause, Consultant will be paid for work completed through the date of termination within thirty (30) days following submittal of a final invoice.
B. For Cause. If any one of the following events (each an “Event of Default”) occurs with respect to a Party, then the other Party may terminate this Agreement (inclusive of Exhibits and Addenda) upon written notice to the defaulting Party: (i) with respect to CalChoice, CalChoice fails to pay amounts due hereunder, and such failure continues for ten (10) business days following written notice from Consultant; (ii) either Party defaults in the observance or performance of any of its material covenants or agreements in this Agreement and such default continues uncured for twenty (20) business days following written notice to the defaulting Party; (iii) either Party makes an assignment for the benefit of creditors (other than a collateral assignment to an entity providing financing to such Party), files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors or has such a petition filed against it or otherwise becomes bankrupt or insolvent (however evidenced), or is unable to pay its debts as they become due.
C. Effect of Termination. Upon the date of expiration or notice of termination of this Agreement (whether terminated for convenience or for cause, or whether expiring at the end of a term):
(i) Consultant shall cease providing Services hereunder except as required or authorized herein; (ii) Consultant shall issue an invoice (the “Termination Invoice”) to CalChoice for (a) all outstanding fees for Services rendered by Consultant through and including the date of expiration or termination, (b) all authorized expenses outstanding and unpaid as of the date of expiration or termination,; and (iii) CalChoice shall pay the Termination Invoice within thirty (30) days of Consultant’s invoice submittal. In the event of termination, whether for convenience or cause, reports, plans, studies and other documents related to the Services that have been delivered to CalChoice shall become CalChoice’s property.
12. Independent Contractor. Consultant is an independent contractor and shall have no power or authority to incur any debt, obligation or liability on behalf of CalChoice. It is expressly understood between the Parties to this Agreement that no employee/employer relationship is intended; Consultant is an independent contractor.
13. Insurance.
A. (1) The Consultant, at its expense, shall maintain in effect at all times during the performance of work under this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
Commercial General Liability
Each Occurrence $1,000,000
General Aggregate $2,000,000
Including Products/Completed Operations
Including Contractual Liability/Independent Contractors Including Property Damage
30 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $1,000,000
Workers Compensation
As Required by the State of California Statutory Limits Employer’s Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
Professional Liability
Each Occurrence $2,000,000
General Aggregate $2,000,000
B. General Liability insurance shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations. Commercial Auto coverage shall be at least as broad as ISO form CA00 01.
C. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
D. A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation/Employers Liability policies, and a copy of the endorsement must accompany the certificate.
E. Any deductibles or self-insurance retentions must be declared and approved by CalChoice. At CalChoice’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects CalChoice and its officers, employees and representatives (collectively, for purposes of this Section, “CalChoice”), or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
F. All insurance shall be primary and non-contributory as respects CalChoice. Any insurance or self-insurance maintained by CalChoice shall be in excess of the Consultant’s insurance and shall not contribute with it.
G. The coverage provided under this Agreement shall not contain any special limitations on the scope of protection afforded to CalChoice.
H. Insurance provided and maintained by Consultant must be placed with insurers with a rating of A-, VIII or better by Best’s Key Rating Guide, latest edition.
I. Insurance written on a “claims made” basis must be renewed for a period of five (5) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Consultant for all 31 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study claims made by CalChoice arising out of any acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect.
J. Consultant shall furnish CalChoice with Certificates of Insurance and with original endorsements effecting coverage required by this Agreement. The certificates for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by CalChoice before work commences. CalChoice reserves the right to require complete, certified copies of all required insurance policies at any time.
K. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to CalChoice.
L. Certificates of Insurance must be deposited with CalChoice for all coverage required by this contract. Certificates shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days written notice for non-payment) to CalChoice.
(2) List in the “Descriptions of Operations/Locations/Vehicles/Special Items” section:
“Local Energy Project Development Assessment: Preliminary Study” California Choice Energy Authority, its board of directors, officers, employees, contractors and representatives are included as additional covered parties, but only insofar as the operations under this contract are concerned. (3) List in the “Certificate Holder” section:
California Choice Energy Authority, 44933 Fern Avenue, Lancaster, California 93534.
M. Consultant shall include all subcontractors as an insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. Subcontractors are subject to the same insurance requirements as the Consultant.
N. The coverage shall contain no special limitations on the scope of protection afforded to the insured entities. The Consultant’s insurance coverage shall be primary insurance as respects CalChoice.
14. Ownership of Documents. All plans, specifications, reports, studies, maps and other documents prepared or obtained by Consultant in the course of performing the work and are required by this Agreement to be delivered to CalChoice shall be the property of CalChoice. Basic sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to CalChoice without restriction or limitation on their use. Notwithstanding the foregoing, CalChoice shall not obtain or retain any rights in or ownership to any of Consultant’s 32 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study systems, documents, and/or intellectual property developed, produced, discover, or created by Consultant before the execution of the Agreement or in connection with service performed outside of this Agreement.
15. Data Provided to Consultant. CalChoice shall provide to Consultant, without charge, all data, including reports, records, maps and other information, now in CalChoice’s possession which may facilitate the timely performance of the work described in Exhibit A.
16. Consultant’s Warranties and Representations.
Consultant warrants and represents to CalChoice as follows:
A. Consultant has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement.
B. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this Agreement. Upon any breach or violation of this warranty, CalChoice shall have the right, in its sole discretion, to terminate this Agreement without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift.
C. Consultant has no knowledge that any officer or employee of CalChoice has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of the Consultant, and that if any such interest comes to the knowledge of Consultant at any time, a complete written disclosure of such interest will be made to CalChoice, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws.
D. Upon the execution of this Agreement, Consultant has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this Agreement, nor shall any such interest be acquired during the term of this Agreement.
17. Resolution of Disputes.
A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.
B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute.
After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California. Each party shall pay its own attorneys’ fees, and the costs of mediation shall be split equally between the parties.
33 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties be resolved by binding arbitration.
C. If any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, cost and necessary disbursements, in addition to such other relief as may be sought and awarded.
18. Exhibits.
The following exhibits to which reference is made in this Agreement are deemed incorporated herein in their entirety:
Exhibit A Scope of Services
Exhibit B CalChoice Members
19. Governing Law.
This Agreement shall be governed by the laws of the State of California.
20. Effective Date.
This Agreement shall become effective as of the date it is fully executed by both Parties anticipated following Board authorization at the August 5, 2026 meeting; confirm final Effective Date upon execution.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.
PACIFIC ENERGY ADVISORS, INC.
By:
John P. Dalessi, President
Dated:
CALIFORNIA CHOICE ENERGY AUTHORITY
By:
Robert Johnson, Interim Chief Executive Officer
Dated:
34 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study ATTEST:
Kevin Tonoian, Interim Board Secretary
APPROVED AS TO FORM:
Allison E. Burns, Authority Counsel
35 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study
EXHIBIT A
SCOPE OF SERVICES
Local Energy Project Development Assessment: Preliminary Study The objective of this study is to evaluate the potential for CalChoice development of a grid-scale local energy resource to provide economic, reliability, and environmental benefits for the CalChoice members.
Key outcomes will be as follows:
● Define CalChoice objectives in pursuing development of a local energy resource ● Assess which energy resource technologies would maximize value for CalChoice members ● Assess appropriate project sizing for serving CalChoice load and potential sales to third parties ● Describe and compare potential ownership and financing structures ● Prepare a financial model to evaluate project costs and compare to prevailing prices for power purchase agreements for similar projects
● Identify issues related to project siting, permitting, and transmission access ● Assist CalChoice in preparing a solicitation to identify one or more vendors which could assist with the process of further vetting and analyzing general project opportunities identified in the Preliminary Assessment for purposes of advancing project development work 36 Pacific Energy Advisors
Local Energy Project Development Assessment: Preliminary Study
EXHIBIT B
CALCHOICE MEMBERS
City of Lancaster (“Lancaster Energy”, “Lancaster Choice Energy” or “LCE”) City of Palmdale (“Energy for Palmdale’s Independent Choice” or “EPIC”) City of Pico Rivera (“Pico Rivera Innovative Municipal Energy” or “PRIME”) City of Pomona (“Pomona Choice Energy” of “PCE”)
City of Rancho Mirage (“Rancho Mirage Energy Authority” or “RMEA”) City of San Jacinto (“San Jacinto Power” or “SJP”)
City of Santa Barbara (“Santa Barbara Clean Energy” or “SBCE”) Town of Apple Valley (“Apple Valley Choice Energy” or “AVCE”) 37 STAFF REPORT
California Choice Energy Authority
8/5/26
RJ
Date: August 5, 2026
To: Chair and Authority Members
From: Barbara Boswell, Treasurer
Item 6: Receive Update Regarding Distributed Energy Resource Management System (DERMS) and Consider Providing Direction to Staff ______________________________________________________________________ Recommendation:
Receive update regarding Distributed Energy Resource Management System (DERMS) and consider providing direction to staff that may include:
• Directing staff to continue working with the Programs Advisory Committee to evaluate the Serious Controls DERMS Platform and return with a recommendation; or • Approving Main Services Agreement with Lunar Energy, Inc. for a Distributed Energy Resources Management System (DERMS) and design of a future demand response program; and authorize the Interim Chief Executive Officer, or his designee, to execute the Agreement and any related documents in substantially the form presented, subject to final approval as to form by Authority General Counsel; or
• Directing staff to pursue an alternative course of action; or • Taking any other action within the Board’s Authority.
Fiscal Impact:
Funding for the DERMS platform would be billed to participating CalChoice Members.
Background:
At its May 19, 2026, Regular Board Meeting, the CalChoice Board considered approval of a Main Services Agreement with Lunar Energy, Inc. for the implementation of a Distributed Energy Resource Management System. The recommendation for award was the result of work done by the CalChoice Programs Advisory Committee.
After discussion by the Board, staff was given direction to evaluate the DERMS platform that Lancaster is implementing to determine how it compares to the Lunar Energy platform.
CalChoice staff met with Serious Controls and a meeting was held between CalChoice staff, 38 Item 6
DERMS
Lancaster staff and a representative of Serious Controls to discuss the capabilities of the Serious Controls DERMS platform as it relates to the strategic objectives of the CalChoice Members in implementing a DERMS. As a result of that meeting it was determined the best course of action was to refer this to the Programs Advisory Committee (PAC) for their review. This provides the opportunity for the PAC to determine whether the Serious Controls platform meets the strategic objectives it seeks for a DERMS platform and wishes to recommend to the Board to complete a solicitation process that provides the ability to execute an agreement with Serious Controls at this time.
Attachment:
Draft Main Services Agreement with Lunar Energy, Inc.
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LUNAR DRAFT 2/9/26
MAIN SERVICES AGREEMENT
This main services agreement (“Agreement“) is entered into and is effective as of [_____] (“Effective Date”), by and between California Choice Energy Authority, a joint powers authority formed under the laws of the State of California (“CalChoice”) and Lunar Energy, Inc., a Delaware corporation (“Service Provider”).
RECITALS
WHEREAS, CalChoice requires distributed energy resources management services, including Service Provider-hosted “software as a service” services (“Software Services”), as further described herein, with respect to certain of its information technology needs; WHEREAS, CalChoice requested a proposal from Service Provider for such services; WHEREAS, Service Provider has experience and expertise in the business of providing the required services;
WHEREAS, Service Provider submitted a proposal to CalChoice to provide such services to CalChoice; WHEREAS, CalChoice has selected Service Provider to provide and manage the services; WHEREAS, Service Provider wishes to perform the required services; and, WHEREAS, Service Provider has agreed to provide the required services to CalChoice, all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement and each Scope, the parties hereby agree as follows:
1. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to provide distributed energy resource management services to CalChoice and its Member Agencies for distributed energy resources such as residential solar battery systems, electric vehicles, electric vehicle supply equipment, smart thermostats, heat pump water heaters and to license to certain Service Provider-hosted software for the visibility and performance tracking of such management services (collectively, the “Services”).
The Parties shall enter into various “Scopes” in writing from time to time, for the provision of, access to and use of the Services (as appropriate), each Scope further describing the specific Services to be provided, payment terms, and any other terms the Parties mutually agree to.
Services include any software as a service (“Software Services”, as may be more particularly defined or identified in the applicable Scope) which are additionally governed by the terms and conditions of [Sections 1.2 and 1.3]. Once executed by both Parties, each Scope will be a unique agreement that automatically incorporates by reference the terms of this Agreement, and stands alone with respect to any other Scope. If there is a conflict between the terms of this Agreement and the terms of a Scope, the terms of the Scope will take precedence over this Agreement, but only with respect to the Services specified in that Scope. A breach or default by one Party under one Scope shall not automatically result in a breach or default by the same Party under a separate Scope unless the same circumstances result independently in a breach or default of such other independent Scope and the matter is separately enforced by the Parties to such Scope. Any amendment or modification made by the Parties to one Scope in accordance with its terms shall not serve to amend or modify this Agreement as it pertains to any other separate and independent Scope. Any amendment or modification by the Parties to a Scope, or waiver given by a Party under one Scope, shall only apply to amend, modify, or waive provisions of the separate and independent 40 Item 6 Attachment
2 Scope to which it relates. The first Scopes issued pursuant to this Section are attached hereto as addenda A, B, C and D (each, an “Addendum” and collectively the “Addenda”) to this Agreement.
1.1.1 Schedule. Where applicable, the Service Provider shall deliver the Services in accordance with the schedule set forth in each Scope, excepting any delays impacted by Force Majeure Events and Excused Events.
1.1.2 Compliance with All Laws. In providing the Services, the Service Provider shall comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq.
1.1.3 Subcontractors. Except for any contracts with the subcontractors listed on Schedule 1 (or in the applicable Scope) or any entities that might acquire such subcontractors through a change of control, Service Provider shall not enter into any subcontracts for the performance of the Services or assign or transfer any of its rights or obligations under this Agreement (or such Scope), without CalChoice’s prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement (with respect to such Scope). Service Provider’s use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement (or such Scope).
1.1.4 Independent Contractors. Service Provider and its subcontractors are and at all times will be independent contractors. Service Provider has complete control over its operations and employees and is not an agent or employee of the CalChoice and must not represent or act as the CalChoice’s agent or employee. Service Provider agrees, on behalf of itself and its employees and subcontractors, that it does not have any rights to retirement benefits or other benefits accruing to CalChoice employees, and expressly waives any claim it may have to any such rights.
1.2 Software Services. Notwithstanding anything to the contrary, the following terms of this Section 1.2 are only applicable to the Software Services (as further described and as applicable in relation to each individual Scope):
Authorized Users. Unless otherwise limited herein, Service Provider grants CalChoice a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for any CalChoice employee, contractor, or agent, or any other individual or entity authorized by CalChoice, (each, an “Authorized User”) to access and use the Services; provided that no Authorized Users are permitted without Service Provider’s express written consent to (i) copy, transmit or modify the Software Services; (ii) decompile or reverse engineer the Software Services; (iii) use the Software Services to provide services to third parties; or (iv) sell or sublicense the Software Services. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services.
1.2.1 Unauthorized Use. CalChoice is responsible for the actions and omissions of its Authorized Users as if such actions and omissions were those of CalChoice. If there is unauthorized access and/or use by anyone who obtained access to the Services and/or Documentation directly or indirectly through CalChoice, CalChoice will notify Service Provider and take all steps reasonably necessary promptly to terminate such unauthorized access and/or use. CalChoice will cooperate and assist with any actions taken by the Service Provider to prevent or terminate 41 3
unauthorized access and/or use of the Services and/or any Documentation. The Service Provider reserves the right to suspend CalChoice’s or an Authorized User’s access to, or their account on, the Services if CalChoice materially breaches this Agreement, or the Service Provider reasonably believes that continued access to the Service would, or is reasonably likely to, cause harm to the Service Provider’s or a third party’s network or other computer systems, or upon the Service Provider’s request.
1.2.2 Acknowledgement of License Grant. For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a grant of a license to CalChoice to use intellectual property in software form, by Service Provider.
1.2.3 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the written requests of CalChoice.
Any and all permitted cloud storage shall be in compliance with ISO 27001, as applicable, or successor standards thereto. Except as otherwise expressly set forth herein, the Services (including all data storage, including cloud-based storage), shall be provided solely from within the continental United States, and all such locations shall be disclosed to CalChoice annually and within thirty (30) days of the effective date of this Agreement. As part of providing the Services, Service Provider employees located outside of the continental United States may access CalChoice Data. CalChoice Data will at all times be stored on servers located within the continental United States.
1.2.4 Storage. The Services shall include the applicable allocation of base data storage.
1.2.5 [Test Group. In addition to production use of the Services, CalChoice is entitled to one test group for use by Authorized Users at no additional charge. Service Provider shall cooperate with CalChoice’s requests in managing the non-production environments such as refreshing CalChoice Data upon request.] [NTD:
Parties to confirm whether relevant]
1.2.6 Documentation. The documentation for the Services (“Documentation”) will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. CalChoice shall have the right to make any number of additional copies of the Documentation at no additional charge.
1.2.7 Changes in Functionality. During the term of this Agreement, Service Provider shall not reduce or eliminate material functionality in the Services. Where Service Provider has reduced or eliminated material functionality in the Services, CalChoice, at CalChoice’s sole election and in CalChoice’s sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement with respect to some or all of the Scopes where functionality has been reduced or eliminated and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Service Provider will immediately adjust the Services Fees accordingly on a prospective basis.
1.2.8 No Effect of Click-Through Terms and Conditions. Where an Authorized User may be required to “click through” or otherwise accept or be made subject to any online terms and conditions in accessing or using the Services, such terms and conditions 42 4
are not binding and shall have no force or effect as to the Services or this Agreement.
1.2.9 Modification of the Services. The CalChoice’s Chief Executive Officer, or designee, shall be authorized to waive, in writing, any of the Service Provider’s obligations with respect to the Services, where deemed to be in the CalChoice’s best interest, provided that no such modification shall result in any increase in the amount of the Services Fees.
1.3 Service Levels. Notwithstanding anything to the contrary, the following terms of this Section
1.3 are only applicable to the Software Services:
1.3.1 Service Levels. For the term of this Agreement (or applicable Scope), Service Provider shall provide the Services, Force Majeure events and Excused Events excepted (unless specifically and otherwise noted in an applicable Scope), during the applicable Service periods and in accordance with the applicable Service Level Standards, each as described in the applicable Scope.
1.3.2 Service Level Reporting. On an annual basis, in arrears and no later than the sixty (60) calendar days after the end of the calendar year, or upon reasonable request if a discrepancy is suspected, Service Provider shall provide reports to CalChoice describing the performance of the Services and of Service Provider as compared to the Service Level Agreements. The reports shall be in a form mutually agreed by CalChoice and Service Provider, and, in no case, shall contain less than the following information: (a) actual performance compared to the Service Level Standard; (b) the cause or basis for not meeting the Service Level Standard; and (c) the specific remedial actions Service Provider has undertaken or will undertake to ensure that the Service Level Standard will be subsequently achieved. Service Provider and CalChoice will meet as often as shall be reasonably requested by CalChoice, but no less than quarterly, to review the performance of Service Provider as it relates to the Service Levels. Service Provider shall, without charge, make CalChoice’s historical Service Level reports available to CalChoice upon request.
1.3.3 Termination for Repeated Failures. CalChoice shall have, in addition to any other rights and remedies under this Agreement (or applicable Scope) or at law, the right to immediately terminate this Agreement (or applicable Scope), and be entitled to a return of any prepaid fees where Service Provider fails to meet any Service Level Standard for four (4) months out of any twelve (12) month period. This Clause sets forth the Service Provider’s sole and exclusive liability, and CalChoice’s sole and exclusive remedy with respect to failure to meet Service Level Standard.
1.4 Support; Maintenance; Additional Services.
1.4.1 Technical Support. Service Provider shall provide the Technical Support as described in each Scope. The Services Fees shall be inclusive of the fees for all Technical Support.
1.4.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the Scopes and the 43 5
Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the two prior versions of Microsoft Edge, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the fees for maintenance.
1.4.2.1 Required Notice of Maintenance. Unless as otherwise agreed to by CalChoice on a case-by-case basis, Service Provider shall provide no less than thirty (30) calendar day’s prior written notice to CalChoice of all non-emergency major maintenance to be performed on the Services involving code interfacing with CalChoice and the management system directly and which would have the effect of taking the management system offline, such written notice including a detailed description of all such major maintenance to be performed. For emergency maintenance, Service Provider shall provide as much prior notice as commercially practicable to CalChoice and shall provide a detailed description of all maintenance performed no greater than one (1) calendar day following the implementation of the emergency maintenance.
1.4.2.2 Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed to by CalChoice on a case-by-case basis, CalChoice shall have a ten (10) business day period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the “Maintenance Acceptance Period”). In the event that CalChoice rejects, for good cause, any such maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if CalChoice has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by CalChoice and Service Provider shall be entitled to introduce the maintenance changes into production.
2. Change Control Procedure. If CalChoice requests any changes to an applicable Scope, CalChoice shall notify Service Provider, and, not more than five (5) business days (or other agreed upon period) after receiving the request, Service Provider shall notify CalChoice whether or not the change has an associated cost impact. If CalChoice approves, the Parties will enter into an amendment for the applicable Scope, and the associated fees will be increased or reduced accordingly.
3. Term and Termination; Renewals.
3.1 Term. This Agreement is legally binding as of the Effective Date1 and shall continue for three (3) years (“Initial Term”) unless extended, or sooner terminated, as provided for herein. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement shall be automatically renewed for up to three (3), successive one (1) year terms (each, a “Renewal Term“) unless sooner terminated by a party providing the other party with written notice of termination.
3.2 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, a party may terminate this Agreement with respect to some or all of the Scopes, for convenience upon not less than sixty (60) days prior written notice to the other party.
1 NTD: CalChoice desires to align with fiscal year of July 1, 2026 if possible. 44 6
3.3 Termination for Cause. Except as set forth in Section 1.3.3., and without limiting the right of a party to immediately terminate this Agreement for cause where provided for in this Agreement, if either party materially breaches any of its duties or obligations related to an applicable Scope and such breach is not cured within forty-five (45) calendar days, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may partially terminate for cause the Agreement with respect to such affected Scope as of a date specified in such notice.
3.4 Payments upon Termination for Convenience. Upon termination as set forth in this Agreement, CalChoice shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to CalChoice all amounts due and payable hereunder if any. Due to CalChoice’s termination for convenience, and unless otherwise agreed upon by the parties, CalChoice shall pay, or Service Provider shall retain if fees were prepaid, two (2) month’s worth of additional fees calculated based on the last two months’ fees; provided that if CalChoice terminates this Agreement less than seven (7) months after the Effective Date, then CalChoice shall pay, or Service Provider shall retain if fees were prepaid, one (1) month worth of additional fees for every month that the termination date is shy of the seven (7) month anniversary of the Effective Date based on the most recent month’s Services Fees for such terminated Scope. Any remaining prepaid funds shall be refunded to CalChoice.
3.5 Return of CalChoice Data. Upon termination as set forth in this Agreement (or an applicable Scope), Service Provider shall, within thirty (30) days following the termination of this Agreement (or applicable Scope), provide CalChoice, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the CCEA Data (relating to such Scope) in the format reasonably specified by CalChoice. Further, Service Provider shall certify to CalChoice the destruction of any CalChoice Data within the possession or control of Service Provider, in accordance with Section 12.5, but such destruction shall occur only after the CalChoice Data has been returned to CalChoice.
3.6 [Renewals. Should the Services continue beyond the Initial Term, so long as the scope of the Services have stayed substantially similar, the Services Fees for the Renewal Term may be increased no more than [___] on an annualized basis.] [NTD: Lunar proposes to handle in the Scopes of Work on a per-scope basis.]
4. Transition Services. Provided that this Agreement (or a Scope) has been terminated by CalChoice, Service Provider will provide to CalChoice and/or to the service provider selected by CalChoice (“Successor Service Provider“) assistance reasonably requested by CalChoice to effect the orderly transition of the applicable Services, in whole or in part, to CalChoice or to Successor Service Provider (“Transition Services”) following the termination of this Agreement (or such Scope), in whole or in part. The Transition Services shall be provided on a time and materials basis and may include: (a) developing a plan for the orderly transition of the terminated Services from Service Provider to CalChoice or Successor Service Provider; (b) if required, securely holding onto CalChoice data for no more than six (6) months after termination and then transferring the CalChoice Data to Successor Service Provider; (c) using commercially reasonable efforts to assist CalChoice in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the applicable Services; (d) using commercially reasonable efforts to make available to CalChoice, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Service Provider in connection with the terminated Services; and, (e) such other activities upon which the parties may agree. All applicable terms and conditions of this Agreement (or such Scope) shall apply to the Transition Services. This Section shall survive the termination of this Agreement and any relevant Scope.
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5. Fees; Billing. CalChoice shall be responsible for and shall pay to Service Provider the fees as further described in each Scope, subject to the terms and conditions contained in this Agreement (and such Scope). Any sum due to the Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) days after receipt by CalChoice of an invoice from Service Provider.
5.1 Billing Procedures. Service Provider shall bill to CalChoice the sums due pursuant to each Scope by Service Provider’s invoice, which shall contain: (a) CalChoice’s purchase order number, if any, and Service Provider’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due on a per Member Agency-basis; (d) taxes, if any; and, (e) total amount due. Service Provider shall forward invoices in digital format to [___].
5.2 Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that CalChoice is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement or Scope shall be paid or withheld by Service Provider.
5.3 Non-binding Terms. Any terms and conditions included in a Service Provider invoice shall be deemed to be solely for the convenience of the Service Provider, and no such term or condition shall be binding upon the CalChoice.
5.4 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, CalChoice in a format that will permit audit by CalChoice for a period of no less than four (4) years from when a fee was incurred or a payment was made.
The foregoing obligation of Service Provider shall survive the termination of this Agreement and any relevant Scope. For the term of this Agreement (and each Scope), upon CalChoice’s written request, Service Provider shall provide CalChoice with a copy of its annual American Institute of Certified Public Accountants Service Organization Control SOC 2 type 2 report (for all Trust Services Principles), or successor form of SOC reports, when available.
5.5 No Suspension of Services. Except as set forth in Section 3.2, Service Provider shall not suspend any part of the Services where: (a) CalChoice is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ten (10) business days in arrears.
6. Representations and Warranties.
6.1 Mutual. CalChoice and Service Provider each represent and warrant that:
6.1.1 CalChoice is a public entity, and Service Provider is a business, duly incorporated or established, validly existing, and in good standing under the laws of its country, or state of incorporation (as applicable) and is authorized to do business and in good standing in the state of California;
6.1.2 it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement and each Scope;
6.1.3 the execution, delivery, and performance of this Agreement has been (and for each Scope, will be) duly authorized by it and this Agreement constitutes (and for each Scope, will be) the legal, valid, and binding agreement of it and is enforceable 46 8
against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;
6.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and Scope, and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement and each Scope; and,
6.1.5 there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement or Scope.
6.2 By Service Provider. Service Provider represents and warrants that:
6.2.1 it is in the business of providing the Services;
6.2.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE FULLEST
EXTENT PERMITTED BY LAW, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND (EXPRESS,
STATUTORY OR IMPLIED) INCLUDING WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT;
6.2.3 it is the lawful licensee or owner of the Services (excluding any CalChoice Data therein) and has all the necessary rights in the Services to provide the Services to CalChoice;
6.2.4 the Services and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other intellectual proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement or Scope;
6.2.5 it shall disclose any third-party (which shall, for purposes of this Agreement and Scope, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement or Scope;
6.2.6 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;
6.2.7 it will use its commercially reasonable efforts, but not less than commercially reasonable efforts, to ensure that no computer viruses, worms, malware, or similar items (collectively, a “Virus”) are introduced into CalChoice’s computing and network environment by the Services, and that, where it transfers a Virus to CalChoice through the Services, it shall reimburse CalChoice the actual, documented cost incurred by CalChoice to remove and/or recover from the Virus, including the costs of persons employed by CalChoice to perform such services; 47 9
6.2.8 the Services are free of any mechanism which may disable the Services and Service Provider warrants that no loss of CalChoice Data will result from such items if present in the Services;
6.2.9 in the case of CalChoice’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of CalChoice Data; and,
6.2.10 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Scope and the Documentation.
7. Member Agency Data.
7.1 Ownership. Member Agency data (“Member Agency Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include any and all data, including personally identifiable information (“PII”), if any, originating from Member Agencies and/or from any Authorized User, that is collected, accessed, transmitted, used, processed, stored, or generated by Service Provider, or that is otherwise made accessible to Service Provider, as the result of or in connection with CalChoice’s use, or Service Provider’s provision, of the Services. PII includes, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Except where subject to a third party’s intellectual property rights, all Member Agency Data is and shall remain the sole and exclusive property of the applicable Member Agency and all right, title, and interest in the same belongs to each applicable Member Agency. Notwithstanding the foregoing, Service Provider may use the Member Agency Data to create anonymized, deidentified datasets, provided that the resulting dataset does not identify any Member Agency as the source thereof and do not include any non-anonymized or individual identifiable information of any person (“Resulting Data”) and may use the Resulting Data for its business purposes without restriction, including to improve its products and services. Notwithstanding the foregoing, Service Provider may not utilize Resulting Data derived from Member Agency Data unless it has been made “anonymous” using technology that irreversibly alters data in such a way that the data subject can no longer be identified directly or indirectly, either by the data controller alone or in collaboration with any other party, and such data is thereby rendered “anonymized data”, as generally described in ISO 25237:2017, Sections 3.2 and
3.3. 7.2 Service Provider Use of Member Agency Data. Service Provider is provided a limited license to access Member Agency Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Member Agency Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Member Agency Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and each Scope and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Member Agency Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement and the applicable Scope, and applicable law; (c) allow access to Member Agency Data only to those employees of Service Provider who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Member Agency Data for Service Provider’s own purposes or for the benefit of anyone other than CalChoice without CalChoice’s prior written consent.
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7.3 Access to, and Extraction of Member Agency Data. CalChoice shall have full and complete access to, and ability to download (with Service Provider’s assistance), its Member Agency Data twenty-four (24) hours per day, seven (7) days per week, except during authorized periods of maintenance by Service Provider. Further, Service Provider shall, within ten (10) business days of CalChoice’s request, provide CalChoice, without charge and without any conditions or contingencies whatsoever (including, but not limited to, the payment of any fees due to Service Provider), an extract of the Member Agency Data in the format reasonably specified by CalChoice; provided Service Provider shall have more time to furnish such extract if needed to support the format type specified by CalChoice. In the event CalChoice gives Service Provider written notice of a “litigation hold”, then as to all data identified in such notice, Service Provider shall, at no additional cost to CalChoice, isolate and preserve all such data pending receipt of further direction from the CalChoice.
7.4 Backup and Recovery of Member Agency Data. As a part of the Services, Service Provider is responsible for maintaining a backup of Member Agency Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Service Provider shall maintain a contemporaneous backup of Member Agency Data that can be recovered within eight ( 8) hours at any point in time. Additionally, Service Provider shall store a backup of Member Agency Data in an off-site (but within the continental United States) “hardened” facility no less than daily, maintaining the security of Member Agency Data, the security requirements of which are further described herein. Any backups of Member Agency Data shall not be considered in calculating storage used by CalChoice.
7.5 Loss or Unauthorized Access to Data. In the event of any act, error or omission, negligence, misconduct, or breach involving Member Agency Data in the possession of Service Provider that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Member Agency Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of Member Agency Data, Service Provider shall, as applicable: (a) notify CalChoice as soon as practicable but no later than forty-eight (48) hours of becoming aware of such occurrence; (b) cooperate with CalChoice in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise reasonably required by CalChoice; (c) in the case of PII, at CalChoice’s sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82; or, (ii) reimburse CalChoice for any reasonable third party costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (g) be responsible for recreating lost Member Agency Data in the manner and on the schedule set by CalChoice without charge to CalChoice; and, (h) provide to CalChoice a detailed plan within thirty (30) calendar days of the discovery of the incident describing the measures Service Provider will undertake to prevent a future occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Service Provider’s representative; a description of the nature of the loss; a list of the types of data involved; and the known or approximate date of the loss.
8. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential and/or privileged communication not intended to be disclosed to third parties.
8.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) 49 11
has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, CalChoice Data, this Agreement, the Scopes and all Documentation shall be deemed to be Confidential Information.
8.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, board of directors, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the purposes permitted by this Agreement, or as required by law including the California Public Records Act, subpoena, or court order or in connection with a proposed financing or purchase of the receiving party (“Representatives”). The parties agree to advise and require their Representatives of their obligations to keep all Confidential Information confidential and to remain responsible for the actions and omissions of such Representatives as if such actions and omissions were those of such party.
8.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its commercially reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.
8.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages.
Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of CalChoice, at the sole election of CalChoice, the immediate termination, without liability to CalChoice, of this Agreement.
8.5 Surrender of Confidential Information upon Termination. Upon termination or expiration of this Agreement, in whole or in part, each party shall, upon written request, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return CalChoice Data to CalChoice following the timeframe and procedure described further in this Agreement.
Should Service Provider or CalChoice determine that the return of any CalChoice Data or non- CalChoice Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88, or other standard acceptable to the CalChoice, and shall certify the same to CalChoice in writing within five (5) calendar days from the date of termination.
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9. Data Privacy and Information Security.
9.1 Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing, maintaining, and providing a written description to CalChoice of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to, consistent with prudent industry standards: (a) ensure the security and confidentiality of the CalChoice Data; (b) protect against any anticipated threats or hazards to the security or integrity of the CalChoice Data; (c) protect against unauthorized disclosure, access to, or use of the CalChoice Data; (d) ensure the proper disposal of CalChoice Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider’s data privacy and information security program used to protect CalChoice Data be less stringent than the safeguards used by Service Provider for its own data.
If the Services include handling credit card information, then the Service Provider shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Service Provider agrees and warrants that it is responsible for the security of “cardholder data” that Service Provider possesses, stores, processes or transmits on behalf of the CalChoice, and for any impact on the security of CalChoice’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the Services.
9.2 SOC 2 report. No more than once annually, upon the written request of CalChoice, Service Provider shall provide CalChoice with its SOC 2 type 2 report (for at least three Trust Services Criteria), or successor form of SOC reports, when available to demonstrate Service Provider’s ongoing SOC 2 compliance, where relevant to the Services.
9.3 Right of Audit by CalChoice. Without limiting any other audit rights of CalChoice, CalChoice shall have the right to review Service Provider’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement or Scope. During the providing of the Services, no more than annually, for not more than three (3) business days, on thirty (30) days prior written notice, and during normal business hours, on an ongoing basis from time to time, CalChoice, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Service Provider’s data privacy and information security program. In lieu of an on-site audit, upon request by CalChoice, Service Provider agrees to complete, within forty-five (45 days) of receipt, on no more than an annual basis, an audit questionnaire provided by CalChoice regarding Service Provider’s data privacy and information security program.
9.4 Audit Findings. Service Provider shall use reasonable commercial efforts, consistent with prudent industry standards, to implement any required safeguards as identified by CalChoice or by any audit of Service Provider’s data privacy and information security program as applicable to the Services.
10. Proprietary Rights.
10.1 Pre-existing Materials. CalChoice acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.
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10.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement (or any Scope) shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.
11. Indemnification; Limitation of Liability; Insurance.
11.1 11.1.1 General Indemnification. To the maximum extent permitted by law, Service Provider agrees to indemnify, defend, and hold harmless CalChoice and its elected officials, officers, directors, agents, attorneys and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments brought by third parties, (each, a “Claim,” and collectively, the “Claims“) including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to ( (a) bodily injury (including death) and/or damage to tangible personal or real property reasonably related to Service Provider’s performance hereunder; (b) any payment required to be paid to employees or subcontractors, if any, of Service Provider; (c) any material misrepresentation or breach of warranty set forth in this Agreement; and/or (d) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent the applicable Claim resulted from the acts or omissions of an Indemnitee. To the maximum extent permitted by law, Service Provider shall indemnify, defend and hold each of the Indemnitees free and harmless, and pay reasonable attorneys’ fees and costs, with respect to any and all Claims brought by third parties to the extent arising out of, related to, or incurred in connection with any destruction, or unauthorized access to, use, or theft of CalChoice Data arising out of or relating to Service Provider’s breach of any covenant set forth in this Agreement (collectively, “cyber theft”) provided, however, that Service Provider’s liability for cyber theft shall be limited to the cyber liability insurance policy limits set forth in this Agreement.
11.1.2 CalChoice agrees to indemnify, defend, and hold harmless Service Provider and its officers, directors, agents, and employees from and against any and all Claims arising out of or relating to: (a) any material breach by CalChoice of applicable law; and (b) any destruction, unauthorized access to, use, or theft of data to the extent caused by CalChoice 's acts or omissions.
11.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that CalChoice is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for CalChoice the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by CalChoice; or, (c) in the 52 14
event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to CalChoice any prepaid fees and the full cost associated with any Transition Services.
11.3 Indemnification Procedures. Promptly after receipt by CalChoice of a threat, notice, or filing of any Claim against an Indemnitee, CalChoice shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and CalChoice shall not independently defend or respond to a Claim; provided, however, that: (a) CalChoice may defend or respond to a Claim, at Service Provider’s expense, if CalChoice’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) CalChoice shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, CalChoice shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse CalChoice for all reasonable out-of-pocket costs incurred by CalChoice (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.
11.4 Third-Party Beneficiaries. Nothing, express or implied, in this Agreement (or any Scope, unless expressly provided therein) is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees nor, in relation to a specific Scope, such Scope.
11.5 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH
HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND /
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (OR ANY SCOPE); PROVIDED, HOWEVER, THAT THE FOREGOING
EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES
INCURRED AS A RESULT OF (I) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR (II) A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT
DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT (OR ANY SCOPE); PROVIDED, HOWEVER,
THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN
CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS,
ACTS, OR OMISSIONS UNDER THIS AGREEMENT (OR ANY SCOPE) SHALL NOT
EXCEED THE FEES PAID UNDER THE AFFECTED SCOPES) FOR THE PREVIOUS ONE (1) YEAR, AND PROVIDED, FURTHER, THAT THE LIMITATIONS OF THIS SECTION 11.5 SHALL NOT APPLY TO: DAMAGES CAUSED BY (A) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (B) A PARTY’S BREACH OF ITS
OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT OR AFFECTED SCOPE.
11.6 Insurance. Unless otherwise approved in writing by CalChoice’s risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Service Provider, pursuant to this Agreement commercial general liability ($1,000,000 per occurrence and/or accident, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($1,000,000 per accident); cyber liability ($2,000,000 per occurrence) providing protection against claims and liabilities 53 15
arising from: (i) errors and omissions in connection with maintaining security of CalChoice Data; (ii) data breach including theft, destruction, and/or unauthorized use of CalChoice Data; (iii) identity theft including bank charges assessed; and (iv) violation of privacy rights due to a breach of CalChoice Data. Any of the foregoing policy limits shall be subject to reasonable modification by the CalChoice’s risk manager upon thirty (30) days prior, written notice to Service Provider, and at any time prior to commencement of the Services.
The Indemnitees shall be named as additional insureds in the commercial general, and excess liability policies, which shall contain standard cross liability clauses using forms of endorsements acceptable to CalChoice’s risk manager. Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to the CGL, workers compensation, and cyber liability policies.
All policies shall require that CalChoice be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. CalChoice shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability if and as Service Provider’s exposure to CalChoice increases. Service Provider shall provide CalChoice with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide CalChoice with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.
12. General.
12.1 Relationship between CalChoice and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for CalChoice or in any way to bind or to commit CalChoice to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of CalChoice. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of CalChoice. In recognition of Service Provider’s status as an independent contractor, CalChoice shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. CalChoice shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of CalChoice.
12.2 Governing Law and Venue. This Agreement and each Scope shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Santa Clara, State of California, in all questions and controversies arising out of this Agreement or any Scope.
12.3 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or Scope, or seeks a declaration of any rights or obligations under this Agreement or Scope, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.
12.4 Compliance with Laws, CalChoice Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable.
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12.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement or Scope, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder subject to such party’s need to comply with confidentiality provisions and other obligations in relation to such cooperation.
12.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement or any Scope due to causes beyond its reasonable control (“Force Majeure”). Such Force Majeure events include, but are not limited to, fire, explosion, flood or other natural catastrophe, pandemic, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, or failures in communication lines and routes not under a party’s control, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its commercially reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its commercially reasonable efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement for the applicable Scope. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A Force Majeure event may not excuse Service Provider from fulfilling its responsibilities relating to the requirements of backup and recovery of CalChoice Data. In no event shall any of the following constitute a Force Majeure event: (a) failure, inadequate performance, or unavailability of Service Provider’s subcontractors unless their failure, inadequate, performance, or unavailability is itself due to a Force Majeure event; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for CalChoice to access or use the Services unless such event is cause as a result of the gross negligence or willful misconduct of CalChoice. Within thirty (30) calendar days following the Effective Date and on an annual basis thereafter until the termination of this Agreement (or Scope), Service Provider shall provide its then-current business continuity plan (“Business Continuity Plan”) to CalChoice upon CalChoice’s request. The Business Continuity Plan shall include: (a) Services and CalChoice Data backup and recovery procedures, including procedures and resources for disaster recovery; (b) fail-over procedures; and, (c) how Service Provider will interact with its business continuity suppliers, if any. Service Provider shall test its Business Continuity Plan on an annual basis in line with the renewal of ISO 27001 certification, until the termination of this Agreement (or Scope) and shall provide the test results to CalChoice upon CalChoice’s request.
12.7 Advertising and Publicity. Service Provider shall not refer to CalChoice directly or indirectly in any advertisement, news release, or publication, or use any CalChoice logo, seal or mark, without prior written approval from CalChoice.
12.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement (or any Scope) shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement (or any Scope) be taken or held to be a waiver of any further breach of the same provision.
12.9 Notices. Any notice given pursuant to this Agreement (or any Scope) shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid, or by email to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by 55 17
personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee. Notice given by email shall be deemed effective on the next business day following transmission.
12.10 Assignment of Agreement (and Scope). This Agreement (and any applicable Scope) and the obligations of Service Provider hereunder are personal to Service Provider. Neither Service Provider nor any successor, receiver, or assignee of Service Provider shall directly or indirectly assign this Agreement (or any applicable Scope) or the rights or duties created by this Agreement (or such Scope) without the prior written consent of CalChoice; provided no consent is required that if such assignment is to an affiliate or effected in connection with a sale of Service Provider’s assets or stock or through merger, an insolvency proceeding or otherwise. In the case of an assignment by Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third-parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services.
12.11 Counterparts. This Agreement (and each Scope) may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement (or Scope, as applicable). The parties agree that a facsimile, PDF, or electronic signature may substitute for and have the same legal effect as the original signature.
12.12 Entire Agreement. This Agreement, together with each Scope, and any and all attached addenda, exhibits, and schedules each of which is incorporated by reference herein, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between CalChoice and Service Provider as to the subject matter hereof. No representation or promise not expressly set forth herein shall be binding. The provisions of each Scope, followed by this Agreement shall govern over any inconsistent or conflicting provisions contained in any exhibit hereto. This Agreement and each Scope may only be amended by an instrument in writing signed by the parties. This Agreement and each Scope shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.
12.13 Cumulative Remedies. All rights and remedies of each party herein (and in each Scope) shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against the other party for the enforcement of this Agreement and each Scope, and temporary and permanent injunctive relief.
12.14 Supplier Diversity. CalChoice Member Agencies are required to report to the California Public Utilities Commission on their diverse suppliers, as defined by CalChoice General Order 156. Consistent with the California Public Utilities Code and California Public Utilities Commission policy objectives, Service Provider agrees to document and provide information to CalChoice regarding Service Provider’s status and any engagement of women, minority, disabled veteran, and LGBT owned business enterprises in its provision of Services under this Agreement or Scope. Specifically, Service Provider agrees to complete CalChoice’s Supplier Diversity questionnaire, which may be updated or revised during the term of the Agreement and each Scope, and otherwise reasonably cooperate with CalChoice to provide the information described above. Service Provider shall provide such information in the timeframe requested by CalChoice and in no event later than January 31 of the year following the Effective Date of this Agreement.
12.15 Survival. The following provisions of this Agreement and each Scope shall survive the termination or expiration of this Agreement (or such Scope): Section 3.5 (Return of 56 18
CalChoice Data); Section 4 (Transition Services); Section 7 (CalChoice Data); Section 10 (Proprietary Rights); Section 11 (Indemnification; Limitation of Liability; Insurance); Section
12.2 (Governing Law and Venue); Section 12.3 (Attorneys’ Fees and Costs); and Section
12.6 (Force Majeure; Excused Performance), but only to the extent applicable to the surviving obligations hereunder. Notwithstanding the foregoing, (a) Section 5.4 (Auditable Records) shall survive for a period of four (4) years after termination or expiration of this Agreement (or such Scope); (b) Section 8 (Non-Disclosure of Confidential Information) shall survive for a period of three (3) years after termination or expiration of this Agreement (or such Scope); and (c) the insurance requirements set forth in Section 11.6 (Insurance) shall survive for a period of three (3) years after termination or expiration of this Agreement (or such Scope). Additionally, any other provisions of this Agreement (or such Scope) which by their nature are intended to survive termination or expiration shall so survive.
12.16 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
13. [signatures on following page]
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Executed on the dates set forth below by the undersigned authorized representative of CalChoice and Service Provider to be effective as of the Effective Date.
California Choice Energy Authority
A Joint Powers Authority
Name: Robert Johnson
Title: Interim Chief Executive Officer
Date:
LUNAR ENERGY, INC.
By: ____________________
Name: Kunal Girotra
Title: CEO and Founder
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ADDENDUM A: SCOPE I
(See attached.)
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ADDENDUM B: SCOPE I - BATTERY OPERATIONAL PROGRAM
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SCHEDULE I. SUBCONTRACTORS
[_]
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SCHEDULE 2. ADDITIONAL DEFINITIONS
Account User means a person interfacing with the Gridshare UI Aggregator means an entity owning or controlling fleets of Devices that can be contracted with as a strategy to add volumes of Devices on the DERMS Platform
API means the application programming interface used by Gridshare to interface with CalChoice or OEM software
CalChoice Stakeholders means CalChoice personnel interfacing with the Gridshare software service Battery Program means a program including ESS Devices
Data Requirements Table means the documents developed by CalChoice and mutually agreed upon defining the data Lunar Energy will provide to CalChoice as part of the Services Dashboard means a web hosted UI for the Gridshare software service Delivered Capacity means the aggregate average power delivered across all events in a given month DER Program means a distributed energy resource or Device program DERMS means distributed energy resource or Device management system Device means a residential controllable energy production, generation or storage system Device categories means the categorisation of Devices based on their energy characteristics Device Health means a measurement of the ability to utilize a Device in the program Device-level data means data which is broken down to the Device level, as opposed to Fleet-level data or aggregate level
Dispatch Proving Test means real dispatches to prove the functionality and performance Enrolled Customer means a customer who has (i) signed up to the relevant DER Program (signed agreement), (ii) meets all DER Program requirements, (iii) passed the eligibility check and system health check
ESS means energy storage system
Excused Events means any of the following:
1. CalChoice’s acts or omissions;
2. factors outside of Service Provider’s reasonable control related to lack of internet access or similar problems beyond the demarcation point of the Services;
3. any actions or inactions of the Approved End User, CalChoice or any third party, including without limitation the disabling of the applicable device by the Approved End User;
4. any failure or unavailability of Approved End User’s, Installer’s, CalChoice’s or any third party’s equipment, networks, products, services, software or other technology, including without limitation any disruption caused by a third party manufacturer of an applicable device;
5. any issues with internet connectivity with the applicable device; 62 24
6. planned downtime, maintenance or repair by Service Provider, provided that Service Provider has used reasonable endeavors to give the CalChoice advance notice in accordance with Section 4.2.1 of the Agreement; or
7. unscheduled maintenance performed outside normal business hours provided Service Provider has used reasonable endeavors to give the CalChoice at least the advance notice in accordance with Section 1.4.2.1 of the Agreement.
Fault means unintended outcome of the service function
Fleet-level data means data which is aggregated for a group of Devices Forecasting means future prediction
Gridshare / Gridshare Platform means the software developed by Lunar Energy, including Gridshare Base, Gridshare Flex and Gridshare Interfaces
Gridshare Flex means the energy flexibility product module of Gridshare Gridshare Partner means the Gridshare web hosted user interface Load Management means the active control of Devices for reducing or increasing load Load Modification means reducing or increasing load by way of controlling Devices Load Shift means increasing or decreasing load at different times of day Managed Charging means control of EV Devices
Member Agencies means the [community choice aggregation entities/cities] that will be the ultimate recipients of the Services, as specified in each Scope.
OADR means the open communication standard - open automated demand response OEM means original equipment manufacturer
Partner means Aggregators and Program Implementers
Pass-through means invoicing at cost
Performance calculation methodology means the system used to measure the performance of a Program Professional Services means all Services which are not Software Services Program means a customer Device Program implemented by CalChoice Program Implementer means a contractor hired to implement a Device Program for CalChoice Program Parameters means all operational requirements for a given Program Reference Capacity means a mutually agreed value (kW/Device/month) for a Device participating in a program that is used for billing purposes
Scope of Work means a document detailing the scope for a service Service Design means defining all the requirements and parameters of a service 63 25
Service Error means all errors or interruptions in the Software Services Services is as defined in Clause 1
Simulated Dispatch Testing means generating optimized dispatch plans for analysis purposes but not commanding Devices
Software Services is as defined in Clause 1
UI means the user interface, providing visualization of the Software Services provided to CalChoice VPP means virtual power plant
64 SCOPE 1: DISTRIBUTED ENERGY RESOURCE
MANAGEMENT SYSTEM
65 Table of Contents
SCOPE 1 – DESCRIPTION OF SERVICES AND TERM..........................................................1 SCOPE 1 – TASKS AND DELIVERABLES.................................................................................1 TASK 1: GRIDSHARE PLATFORM DELIVERY .......................................................................... 1 Subtask 1.1: Gridshare Base Software Service .............................................................................................1 Subtask 1.2: Gridshare Partner .....................................................................................................................2 Subtask 1.3: Gridshare Flex ..........................................................................................................................3 Subtask 1.4: Gridshare Client........................................................................................................................3 Subtas..............................................................................................................................................................3 Subtask 1.5: Gridshare data provision to CalChoice ....................................................................................3 Subtask 1.6: Gridshare implementation and testing .....................................................................................4 Subtask 1.7: Training.....................................................................................................................................4 Task 1 Deliverables ........................................................................................................................................4 TASK 2: DERMS OPERATION SERVICES.................................................................................... 5 Subtask 2.1: Configuration, implementation, and testing of Gridshare Flex ..............................................5 Subtask 2.2: Deployment of Gridshare Flex for DERMS operation............................................................6 Subtask 2.3: Gridshare Flex ongoing operation ...........................................................................................6 Task 2 Deliverables ........................................................................................................................................7 TASK 3: DER PROGRAM ADMINISTRATION SERVICES........................................................ 8 Subtask 3.1: Project management and advisory............................................................................................8 Subtask 3.2: Program contracting and design documents............................................................................8 Subtask 3.3: Customer management .............................................................................................................9 Subtask 3.4: Reporting ...................................................................................................................................9 Subtask 3.5: Program Implementer and Aggregator management ..............................................................9 Task 3 Deliverables ......................................................................................................................................10 SCOPE 1 – SERVICES FEES AND BUDGET ..........................................................................10 FEE STRUCTURE............................................................................................................................. 10 SERVICES FEE BILLING AND PAYMENTS............................................................................... 12 SCOPE 1 – SERVICE LEVEL STANDARDS .............................................................................13 TECHNICAL SUPPORT RESPONSE AND RESOLUTION........................................................ 16 SERVICE LEVEL STANDARD PERFORMANCE CREDITS .................................................... 17 LOAD SHIFT PERFORMANCE GUARANTEES......................................................................... 18 LOAD SHIFT PERFORMANCE CREDITS................................................................................... 19 APPENDIX A – DEFINITIONS ...................................................................................................21 APPENDIX B – DER PROGRAM ONBOARDING TEMPLATE ................................................24 APPENDIX C – SERVICE PROVIDER STAFFING ...................................................................25 66 Scope 1 – page 1
This Scope 1: Distributed Energy Resource Management System (“Scope 1”) shall be incorporated into and governed by the terms of that certain Main Services Agreement (“MSA”) by and between CALIFORNIA CHOICE ENERGY AUTHORITY, a joint powers authority formed under the laws of the State of California (“CalChoice”) with a registered address at [ENTER CALCHOICE PRIMARY BUSINESS ADDRESS], USA and LUNAR ENERGY, INC., a Delaware corporation with a registered address at 755 Ravendale Drive, Mountain View, California 94043 (“Service Provider”) dated [CONTRACT EXECUTION DATE], as may be amended, modified, and supplemented from time to time. In the event of a conflict between the provisions contained in the MSA and those contained in this Scope 1, the provisions contained in this Scope 1 shall prevail.
Capitalized terms used but not defined here in this Scope shall have the meaning given to them in the MSA.
This Scope 1, together with the MSA, constitutes the sole and entire agreement of the Parties with respect to the Software Services provided under Scope 1 and supersedes all prior and contemporaneous understandings, agreements, and warranties, both written and oral, with respect to such subject matter.
SCOPE 1 – DESCRIPTION OF SERVICES AND TERM
This Scope 1 focuses on the technical details, as well as the roles, responsibilities, and compensation structure relating to the implementation of the Distributed Energy Resources Management System (DERMS) that the Service Provider will provide for CalChoice .
This Scope 1 is effective beginning on the latest signed date of the Parties and will remain in effect until December 31, 2030, unless earlier terminated by either of the Parties per the terms defined in the MSA or upon the termination of the MSA, whichever occurs first.
All tasks and subtasks set forth in this Scope 1 are considered Software Services (as specified in the MSA) and are subject to the Service Level Standards section in this Scope 1.
SCOPE 1 – TASKS AND DELIVERABLES
TASK 1: GRIDSHARE PLATFORM DELIVERY
Service Provider shall provide to CalChoice the Gridshare Platform in accordance with Subtasks
1.1 through 1.7, as set forth below.
Subtask 1.1: Gridshare Base Software Service
Service Provider shall provide to CalChoice Gridshare Base Software Service:
1) Connecting the Gridshare Platform to Devices and collecting, normalizing, and storing data. Provide access to that data through User Interfaces (“UI”s) and Application Programming Interfaces (“API”s), collectively, the “Gridshare Interface”. 67 Scope 1 – page 2
a) Manage the timely integration of new Device Partners as agreed upon in Program Statement of Works (“Program SoWs”), which Program SoWs shall be incorporated into this Scope 1. Service Provider may refuse to enter into a specific Program SoW, integrating specified new Device Partners (or specific models of Devices), at its sole discretion, if it considers that such new Device Partners will not be capable of (i) providing expected Device volume or (ii) complying with the requirements set out in Subtask 1.1(1)(b) below.
b) Ensure that new Device Partners meet the following high-level requirements:
i) Suitable communication protocol available, e.g. OpenADR 3.0, REST API; ii) Sufficient control points available to enable smart management of Devices and a clear roadmap to deploying them;
iii) Telemetry available to the granularity and accuracy required for the targeted services;
iv) Secure authorization methodology for assigning account access; v) Best practice cyber security in place, ideally certified to a recognized standard, and satisfaction of the same cyber liability insurance requirements applicable to Service Provider under the MSA;
vi) Willingness to sign an integration agreement with Service Provider; vii) Clear documentation and a responsive support team; and viii) Server site locations meet expectations around safe management of Customer personal data.
2) Providing a CalChoice company account with Authorized User access. There is no limit on the number of Authorized Users that can access the Gridshare Platform from CalChoice.
3) Managing Authorized User functionality: account creation, deletion and access level setting.
4) Managing CalChoice Data in accordance with the MSA using a cloud-based service, currently Amazon Web Services. There shall be no cap on the amount of data storage associated with all Scopes entered under the MSA.
Subtask 1.2: Gridshare Partner
Service Provider shall provide to CalChoice “Gridshare Partner”, a platform for CalChoice to visualize Device-level and fleet-level data on the Gridshare Platform. Gridshare Partner will give CalChoice access to:
68 Scope 1 – page 3
a) Gridshare Partner UI and API;
b) Program-level aggregate metrics Dashboard and maps, to track key performance indicators as per the Program SoW and/or Program Design Document; c) Visualization of individual Participant sites and Devices.
Subtask 1.3: Gridshare Flex
Service Provider shall provide to CalChoice forecasting, monitoring, measurement, and verification of Device load shift performance to optimize the Devices through automated dispatch of fleets, including:
a) Device Health reporting via UI to help CalChoice understand long-term performance trends across Device types, DER Programs, Aggregator partners or within preset groups as defined in the Program SoW or PDD;
b) Detailed reports for each dispatch event via UI, including performance data with fleet and Device-level granularity through the Gridshare Flex UI and/or API; c) Visualization and management of Participants in DER Programs via Gridshare Flex UI and/or API. Providing an integration pathway for Program Implementers and Aggregators into the Gridshare Platform using OpenADR or similar communication protocols or standards.
Subtask 1.4: Gridshare Client
In addition to the Gridshare Base, Gridshare Partner, and Gridshare Flex modules, Service Provider also offers a “Gridshare Client” interface that allows end Customers to visualize energy and participation data, set user or Device preferences, and manage program participation aspects.
Access to the Gridshare Client module for CalChoice is currently not included under this Scope 1 task and fee structure but can be considered by CalChoice under future Scopes and/or specific Program SoWs.
Subtas
Subtask 1.5: Gridshare data provision to CalChoice
Service Provider shall facilitate access to an API for data downloads and set up a regular data sync (at least daily) with a nominated storage platform. Data made available will comprise:
a) Device and Customer identifiers;
b) Program enrollment characteristics;
c) Device characteristics;
69 Scope 1 – page 4
d) Device telemetry;
e) Load/energy consumption data; and
f) Device or load shift performance data.
Subtask 1.6: Gridshare implementation and testing
Service Provider shall configure and deploy Gridshare to meet CalChoice’s needs, including:
a) Incorporate CalChoice’s requests regarding Dashboard setup and structure, as well as enrollment and performance visualization;
b) Provide functional testing of all Dashboards, UIs, and reporting functions; c) Provide user acceptance testing with CalChoice;
d) Implement and test bilateral data flow of enrollment data to and from the CalChoice CRM; Subtask 1.7: Training
Service Provider shall provide training sessions to relevant CalChoice staff to ensure staff are equipped to operate and navigate Gridshare Partner and Gridshare Flex interfaces. Service Provider shall provide:
a) A detailed user guide covering all system functionality. The user guide will be maintained and updated periodically in line with continued product development; b) Product demonstrations with either in-person or online live sessions, including interactive walkthrough of the Gridshare Platform and live question and answer (“Q&A”) sessions; c) Training sessions to ensure that a minimum of two (2) CalChoice staff have been through the training at any time. Scenario-based training of operations relevant to CalChoice’s use of Gridshare Partner. Using real sites where possible. Includes Q&A. Refresher training sessions held upon request.
Task 1 Deliverables
Task 1 deliverables to be provided by Service Provider are:
a) Initiate outreach to Device Partners within five (5) days after signing a Program SoW.
Integration timelines will be defined in each Program SoW; b) Create Gridshare accounts for CalChoice staff within five (5) business days of request; c) Provide standard metrics Dashboard and maps in Gridshare Partner, as well as visualization of Participants via Gridshare Flex UI and/or API, within five (5) days of first Device 70 Scope 1 – page 5
dispatch. Program specific dashboard configuration based on available components to be completed within 30 days from first Device dispatch;
d) Provide Device Health reporting and detailed reports for each event dispatch under a DER Program at least on a monthly basis or as otherwise specified in the Program SoW; e) Finalize end-to-end testing within four (4) weeks of first Devices onboarded to Gridshare for a particular DER Program or as otherwise specified in the Program SoW; f) Provide a detailed user guide for the Gridshare Platform to CalChoice within thirty (30) days of signing this Scope 1;
g) Provide a minimum of one (1) product demonstration within ninety (90) days of signing this Scope 1;
h) Provide training sessions to CalChoice staff within fifteen (15) days of request. A maximum of four (4) training sessions per year will be provided.
TASK 2: DERMS OPERATION SERVICES
Service Provider shall operate and manage fleets of Devices to provide daily load shift, emergency or event-based load shift, and any other load management activities as specified by CalChoice (“DERMS Operation Services”). The DERMS Operation Services listed below aim to optimize the performance of Devices.
Service Provider shall provide to CalChoice the DERMS Operation Services in accordance with Subtasks 2.1 through 2.3, as set forth below. The details of the implementation of the DERMS Operation Services for a specific DER Program will be set forth in the Program SoWs that will be entered in accordance with Task 3: DER Program Administration Services, and upon execution shall be deemed to be incorporated into this Scope 1.
Subtask 2.1: Configuration, implementation, and testing of Gridshare Flex Service Provider shall configure and implement the Gridshare Platform to meet CalChoice’s needs for the DER Programs:
a) Collect inputs from CalChoice for the initial configuration of Gridshare Flex. The inputs required are key DER Program Design Parameters as outlined in Appendix B; b) Optimize the dispatch configuration and work with CalChoice to define the required outcomes and determine the optimal dispatch operation that considers impacts on Participantsand CalChoice;
c) Grouping configuration for CalChoice and, where applicable, child accounts such as those required for participating CalChoice member agencies.
71 Scope 1 – page 6
d) Manage program testing schedule:
1) Conduct simulated dispatch testing within Gridshare, if required, depending on program type;
2) Conduct live dispatch proving tests to ensure test results conform to mutually agreed upon outcomes. Provide a report outlining the results of the proving tests and discuss with CalChoice. Implement retesting as required.
Subtask 2.2: Deployment of Gridshare Flex for DERMS operation Service Provider shall deploy and maintain a Gridshare Flex instance with the following functionality:
a) Automatic monitoring and alerting systems, both for Event triggers as well as for backup alerts and weather events as specified in the Program SoW and/or PDD; b) Aggregate load modeling of Participants and the predicted response of Devices to dispatch instructions or rate plan, at site- or Device-level;
c) Baseline and/or performance calculations based on the parameters agreed upon in the Program SoWs and or PDD;
d) Availability forecast for the dispatch Event at either site- or Device-level, delivered via UI or API;
e) Generation of optimized dispatch plans per DER Program and sending commands to execute such plans, accounting for Device-specific operational limitations. Ability to schedule multiple shaped dispatches via UI or API;
f) Measurement and Verification: establish methodologies to measure fleet- and Device-level performance against mutually agreed upon DER Program baseline, as established in the Program SoW or PDD, to calculate load shifting impact.
Subtask 2.3: Gridshare Flex ongoing operation
Service Provider shall provide the following ongoing DERMS Operation Services:
a) Assign sites/Devices/aggregated fleets to DER Programs or preset groups based on polygon-defined zones, Participant attributes, or other parameters defined in the Program SoW or PDD;
b) Schedule and perform Device dispatching set via UI, API, or automated dispatch via trigger signal (e.g. LMP pricing or a system alert);
1) Service Provider operates the DERMS according to the needs and instructions of CalChoice and based on the agreed DER Program Design Parameters. CalChoice 72 Scope 1 – page 7
will give at least three (3) business days notice to the Service Provider of any changes to DER Program Design Parameters;
2) Service Provider will dispatch fleets of Devices directly or via Aggregators as specified by CalChoice in the Program SoW or PDD;
c) CalChoice can access performance data at the Device-, fleet-, program-, or any other level of granularity as defined in the Program SoWs or PDD through the UI; d) Perform ongoing Device and fleet connectivity and health monitoring. Use reports and data to identify, assess, and diagnose performance issues, such as Devices being offline/not reporting data, data integrity issues, API down, commands not being followed, etc. Provide alerts if issues occur and develop a plan for rectifying these issues in accordance with the timeframes set forth for Technical Support Response set forth in this Scope 1; e) Monitor and report on performance trends, capabilities, and limitations across different Device categories, Device manufacturers, Program Implementers’ and Aggregators’ fleets or within preset groups established for performance tracking purposes by either the Service Provider or CalChoice;
f) Develop recommendations for improving performance. Once an improvement has been identified and approved by CalChoice, implement the recommendations and engage in testing.
Task 2 Deliverables
Task 2 deliverables to be provided by Service Provider are:
a) Implement initial Device and fleet connectivity testing within two (2) weeks of first Devices onboarded to Gridshare for a particular DER Program; b) Configure Gridshare Flex to operate CalChoice’s DER Programs according to the DER Program Design Parameters specified in the Program SoW within four (4) weeks of finalizing the initial draft of the PDD;
c) Set up monitoring and alerting systems within four (4) weeks of finalizing the initial draft of the PDD;
d) Provide operational support system (escalation paths, setup of notification, recurring review meetings and responsible staff for monitoring) at first non-test Device dispatch; e) Completed testing and systems are confirmed to be ready to deliver CalChoice’s DER Programs within four (4) weeks of first Devices onboarded to the Gridshare platform; f) At a minimum monthly, provide Device Health and event reporting of fully integrated Devices and Aggregators, including Device and Aggregator performance against baseline, device alerts (misbehavior, telemetry, opt outs) (if data available), and Customer cost 73 Scope 1 – page 8
impacts (if data available). The exact reporting cadence for each DER Program will be established in the Program SoWs and/or PDD.
These delivery dates may be adjusted in the Program SoWs as mutually agreed upon by the Service Provider and CalChoice.
TASK 3: DER PROGRAM ADMINISTRATION SERVICES
Service Provider shall provide to CalChoice administrative support to ensure successful DER Program delivery (“DER Program Administration Services”). Service Provider shall provide to CalChoice the DER Program Administration Services in accordance with Subtasks 3.1 through
3.5, as set forth below. Additional details of the implementation of the DER Program Administration Services for a specific DER Program will be set forth in the Program SoWs.
Subtask 3.1: Project management and advisory
Service Provider shall provide the following ongoing project management services:
a) Run at least monthly operational check-in meetings with CalChoice staff to align and coordinate all DER Program activity. The frequency of meetings may be increased during the initial launch phase of the services;
b) Document and provide information management services via shared repositories and communication channels;
c) Assess the capacity value and load management value across all existing and potential Device categories in CalChoice’s service area for informal reporting purposes (e.g. to inform the CalChoice load management standards plan).
Subtask 3.2: Program contracting and design documents
Service Provider shall develop, in collaboration with CalChoice, the following contracting and design documents for each DER Program:
a) DER Program Onboarding Template: a template attached to this Scope 1 as Appendix B that allows CalChoice to provide basic information about the DER Program to the Service Provider for drafting of the Program SoW;
b) Program SoW: Enter into separate Program SoWs agreed upon by both Parties in writing, using the DER Program Onboarding Template in Appendix B. The Program SoWs establish the key DER Program Design Parameters and specify how the Service Provider will provide the Services for each DER Program to CalChoice (including potential additional obligations on Service Provider, third parties such as Program Implementers, and/or CalChoice);
74 Scope 1 – page 9
c) Program Design Document (PDD): Outlines the implementation details of each DER Program. This is a working document that will be maintained by both Parties throughout the duration of the DER Program.
Subtask 3.3: Customer management
If applicable, and as defined in the Program SoW, Service Provider shall provide the following ongoing Participant enrollment and eligibility verification processes:
a) Manage Participant enrollment and unenrollment under a specific DER Program; b) Perform Participant eligibility checks as defined in the Program SoW and/or PDD; c) Provide second line support to CalChoice, Respond to Customer inquiries or issues escalated to Lunar Energy by CalChoice or Program Implementers Subtask 3.4: Reporting
Service Provider shall report on Device and Participant enrollment metrics, as well as load shift performance, via the following methods:
a) Provide a UI that visualizes Device management and load shift performance and allows for download of data;
b) Provide an API for CalChoice to integrate with their systems for automatic data downloads and reporting;
c) Provide monthly reporting on metrics established in the Program SoWs or PDDs via email or shared depository.
Subtask 3.5: Program Implementer and Aggregator management Service Provider shall provide the following services to manage DER Program Implementers and Aggregators:
a) Manage the timely onboarding and integration of new Program Implementers / Aggregators;
b) Ensure that new Program Implementers and Aggregators shall meet the following high-level requirements:
1) Suitable communication protocol available, e.g. OpenADR 3.0, REST API; 2) Sufficient control points available to enable a smart management of Devices and a clear roadmap to deploying them;
3) Telemetry available to the granularity and accuracy required for the targeted services;
75 Scope 1 – page 10
4) Secure authorization methodology for assigning account access; 5) Best practice cyber security in place, ideally certified to a recognized standard, and satisfaction of the same cyber liability insurance requirements applicable to Service Provider under the MSA;
6) Willingness to sign an integration agreement with Service Provider; 7) Clear documentation and a responsive support team; and 8) Server site locations meeting expectations around safe management of Customer personal data.
Task 3 Deliverables
Task 3 deliverables to be provided by Service Provider are:
a) Run at least monthly operational check-in meetings with CalChoice staff; b) Draft initial Program SoW within fifteen (15) business days of receiving the DER Program Onboarding Template from CalChoice;
c) Initial response to Participant enrollment and un-enrollment requests to and from the Gridshare platform within three (3) business days. For the avoidance of doubt, if the Participant enrollment or un-enrollment is initiated by the Participant via a Device Partner, Aggregator or other entity other than Service Provider directly, reference is made only to the required time for Service Provider to respond to the instruction it received from CalChoice or the applicable partner;
d) If applicable, and as defined in the Program SoW, perform initial Participant eligibility check within ten (10) business days of receiving enrollment request; e) Provide an initial response to Customer inquiries or issues (received via partners or CalChoice) within three (3) business days;
f) Provide reports on Devices under management, Participant enrollment, Participant unenrollment, and Participant eligibility issues under each DER Program at a reporting cadence to be specified in the Program SoW.
SCOPE 1 – SERVICES FEES AND BUDGET
FEE STRUCTURE
In consideration of Service Provider’s provision of the Scope 1 Services, CalChoice shall be responsible for, and shall pay to Service Provider, the Services Fees described below, subject to 76 Scope 1 – page 11
the terms and conditions of the MSA. Additional Services Fees (such as program implementation fees) may be included in other Scopes under the MSA.
a) Setup Fee
1) One-time setup fee for the implementation and configuration of the Gridshare software.
2) Pricing: $60,000 (one time)
b) Fixed Platform Fee
1) Fixed fee for the software license and ongoing tasks, charged independently of the utilization of, or the capacity connected to, the DERMS platform. 2) Pricing: $120,000 (per year)
c) Device Fees
1) A variable Device Fee is charged based on the utilization of the DERMS platform and ongoing tasks, as further specified in the applicable Program SoW. d) Device Partner Integration Fees
1) Service Provider continuously updates and expands its base of Device Partner integrations. As a principle, Service Provider does not charge for integration with new Device Partners, subject to satisfactory assessment of expected Device volume and compliance with the requirements set out in Subtask 1.1(1)(b). e) Device Partner Setup Fees
1) Certain Device Partners may charge a one-time setup fee to incorporate their Devices under the DERMS platform. These potential Device and Aggregator set-up fees will be billed as pass-through to CalChoice. f) Device API Fees
1) Device Partners may charge an ongoing API fee to allow integration of the Device under the DERMS platform. Potential Device ongoing API fees will be billed as pass-through.
2) API fees for non-residential Devices are defined on a case-by-case basis. Specific API fees for a DER Program will be determined in the Program SoW. g) Service Provider Hourly Rate Card
1) The following hourly rates apply when Service Provider provides customized work or services to CalChoice outside of the agreed Scope under a future contract amendment. Hourly rates shall increase annually on each anniversary of the 77 Scope 1 – page 12
effective date of this Scope by the greater of (a) three percent (3%) or (b) the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U) for the preceding twelve months, provided that no annual increase shall exceed five percent (5%).
Labor Role Hourly Rate ($)
Engineer $ 143.00
Senior/Lead Engineer $ 247.00
Principal Engineer $ 416.00
Product Management $ 208.00
Delivery Management $ 221.00
Legal $ 286.00
SERVICES FEE BILLING AND PAYMENTS
Services Fees payable under this Scope 1 as defined above will be invoiced on the following timeframes:
a) Set-up fee: at the latest date on which this Scope 1 is executed by either Party; b) Annual platform fee: annual platform fee applies once the Gridshare platform connects to managed Devices. The platform fee is billed quarterly, on the first day of the quarter, in four equal payment amounts;
c) Device Fees: billed monthly, at the end of the month, or as further defined in the Program SoWs;
d) Device Partner and Aggregator Setup Fees will be billed as pass-through when expenses occur, payable net-15 days from date of invoice;
e) Device API Fees will be billed monthly as pass-through, payable net-15 days from date of invoice.
CalChoice shall pay to Service Provider the Services Fees outlined above in accordance with the billing and payment structure outlined in Scope 1 and the MSA. 78 Scope 1 – page 13
SCOPE 1 – SOFTWARE SERVICE LEVEL STANDARDS
SERVICE LEVEL AGREEMENT AND SUPPORT FOR SOFTWARE SERVICES Support Software Service Standards. Service Provider shall correct Service Errors and respond to all requests for support in accordance with the required times and other terms and conditions set out below.
Requests for Software Service Support. Service Provider will classify CalChoice’s requests for Service Error corrections in accordance with the descriptions set forth below. Service Provider will provide CalChoice with a support channel for reporting Critical, High and Medium Service Errors. Low Service Errors may be reported via email, slack or telephone at the support email address, support slack channel and/or support phone number provided by Service Provider from time to time.
1) Support request classifications:
a) Critical Service Error: Significant and core functionality of the Software Service is unavailable, either with respect to the Software Service as a whole (e.g. users are unable to see any data on the Gridshare user interfaces) or with respect to performance of Gridshare Flex (e.g. Device plans are not being sent). b) High Service Error: Operational issues that materially impact delivery of the Gridshare Interfaces or Gridshare Flex with no work around available (e.g. data upload or download issues with GridShare Partner user interface or Gridshare Flex user interface).
c) Medium Service Error: A bug, or issue with an available work around or unexpected behavior that does not materially impact the functionality of the Gridshare Interfaces or Gridshare Flex.
d) Low Service Error: Request for assistance, information, or services that are routine in nature.
2) Software Service Levels. Software Service Levels are structured around criticality:
a) For Critical and High Service Errors, Service Provider will use commercially reasonable efforts to resolve the issue as soon as possible. CalChoice will raise a support ticket to Service Provider via the support channel. Service Provider will respond within two (2) hours. Service Provider will assign appropriate staff to work on the issue raised in the support ticket and will provide 24/7 support to resolve the support ticket.
b) For Medium Service Errors, Service Provider will use commercially reasonable efforts to resolve the issue as soon as possible. CalChoice will raise a support ticket to Service Provider via the support channel. Service Provider will respond by either solving the issue or giving a timeframe for doing so if it is more complex, within twenty four (24) hours. Service Provider will assign appropriate 79 Scope 1 – page 14
staff to work on the issue raised in the support ticket, who will work during standard UK business hours.
c) For Low Service Errors, Service Provider will provide email and phone support during business hours and in accordance with Service Provider’s standard support policies.
3) Uptime Software Service Levels. Service Provider will use commercially reasonable efforts to ensure that the Software Services are available for at least 99% of the time on a 24 hours a day, 7 days a week basis each calendar month as calculated below . The Software Services will be considered “Available” for the purposes of the Service Levels at any time Gridshare is not exhibiting a Critical Service Error and/or are not subject to an Excused Event.
a) Availability percentage for a given calendar month will be calculated as follows:
x = ((n-y)*100) / n.
b) Where:
i) x = availability percentage;
ii) n = the number of hours in a given calendar month; and iii) y = the number of hours that the Software Services are not available to CalChoice in such calendar month.
c) Example: For a month with 720 hours, where a Critical Service Error of 14.4 hours was present the uptime would be equal to ((720-14.4)*100/720 = 98.0% Service level agreements for Program specific operations and performance will be defined for each program in the Program SoWs.
80 Scope 1 – page 15
Agreed and accepted as of the latest date on which this Scope 1 is executed by either Party:
LUNAR ENERGY, INC. CALIFORNIA CHOICE ENERGY
AUTHORITY
By:
Name: Kunal Girotra
Title: Founder and CEO
Date:
By:
Name: Robert Johnson
Title: Interim Chief Executive Officer
Date:
81 Scope 1 – page 16
APPENDIX A – DEFINITIONS
“Aggregator” means an entity controlling fleets of Devices that can be contracted with as a strategy to add volumes of Devices on the DERMS Platform. “API” means the application programming interface used by Gridshare to interface with CalChoice or OEM software.
“CCEA Data”, per the MSA, shall include any and all data, including personally identifiable information (“PII”), originating from CalChoice Member CCAs and/or from any Authorized User, that is collected, accessed, transmitted, used, processed, stored, or generated by Service Provider, or that is otherwise made accessible to Service Provider, as the result of or in connection with CalChoice’s use, or Service Provider’s provision of the Services, and any data sets generated therefrom.
“Customer” means the end-user or account holder of record associated with a site where one or more Devices are located, who is eligible for or enrolled in a DER Program. “Dashboard” means a web-hosted User Interface for the Gridshare software service. “DERMS” means distributed energy resource management system. “DER Program” means a Customer program implemented by CalChoice and/or their partners, as set forth in a Program SoW agreed upon in writing by the Parties. “DER Program Design Parameters” means key inputs into the Program SoWs such as Device type, dispatch window, dispatch parameters, baseline and performance calculation, settlement point, performance metrics, and any other requirements of a particular DER Program. “DER Program Onboarding Template” means the template used between the Parties for CalChoice to provide basis DER Program information to the Service Provider for drafting of the Program SoW.
“Device” means a Customer-sited load flexibility resource. “Device Health” means a measurement of the ability to utilize a Device in the program. “Device-level Data” means data which is broken down to the Device level, as opposed to Fleet-level, or aggregated, data. “Device Partner” means an original equipment manufacturer or API provider that integrates with Gridshare to enable DER data exchange and control.
“Event” means Lunar Energy taking control of the Devices enrolled in a program for the purposes of fulfilling the program operational requirements.
“Excused Event” means an event caused by (a) CalChoice’s acts or omissions; (b) factors outside of Service Provider’s reasonable control related to lack of internet access or similar problems 82 Scope 1 – page 17
beyond the demarcation point of the Services; (c) any actions or inactions of an Authorized User, CalChoice, Participant, Customer, OEM, Program Implementer, Aggregator or any third party, including without limitation the disabling of the applicable Device by an end user; (d) any failure or unavailability of Authorized User’s, OEM’s, Program Implementer’s, Aggregator’s, CalChoice’s or any third party’s equipment, networks, products, services, software or other technology; and/or (e) any issues with internet connectivity with a Device. “Fleet-level Data” means data which is aggregated for a group (or fleet) of Devices. “Gridshare” or “Gridshare Platform” means the software developed by Service Provider, including Gridshare Base, Gridshare Partner, and Gridshare Flex. “Gridshare Base” means the base module of Gridshare which enables connection to devices, data ingestion/control, user accounts and user management.
“Gridshare Flex” means the energy flexibility product module of Gridshare which enables group management, dispatching, and health and performance reporting. “OEM” means original equipment manufacturer of a particular Device. “Participants” means Devices, sites or aggregates enrolled in a DER Program and operated for the purposes of that Program. If there are several Devices on one site (i.e. behind one Customer’s meter), they are all being covered under the “Participants” definition. “Program Design Document” or “PDD” means the informational document to be developed by both Parties for each DER Program specifying all the design and operational elements of the DER Program. This is a working document, not a contractual agreement. “Program Implementer” means an entity that provides implementation services for a particular DER Program (including, but not limited to, Customer enrollment and management, program management services, Customer payments etc.). Program Implementers can be “Aggregators” but don’t have to be.
“Program Statements of Work (SoWs)” are contractual agreements that are developed for each DER Program by both Parties in writing, using the DER Program Onboarding Template attached to this Scope 1 as Appendix B. They establish the DER Program Design Parameters and specify how the Service Provider will provide the Services for each DER Program to CalChoice (including potential additional obligations on Service Provider and/or CalChoice). “Service Error” means all errors or interruptions in the Software Services. “Software Services” is as defined in the MSA. Software Services include all the tasks and subtasks in Scope 1.
“Software Service Levels” means the performance standards set out in Section 2 of “SERVICE LEVEL AGREEMENT AND SUPPORT FOR SOFTWARE SERVICES” above. 83 Scope 1 – page 18
“Subcontractor” means an entity supporting the Service Provider in the provision of the services under this MSA.
“User Interface” or “UI” means the user interface, providing visualization of the Software Services provided to CalChoice.
84 Scope 1 – page 19
APPENDIX B – DER PROGRAM ONBOARDING TEMPLATE
An authorized representative of CalChoice may agree with Service Provider to amend this Program Onboarding Template during the term of Scope 1 to meet the needs of specific DER Programs.
DER Program Design Parameters
1. Program name
2. Program objective(s)
3. External funding
4. Program term
5. Geographic location
6. Eligible Customers and Participants
7. Preset groups
8. Device type
9. Device Partner(s)
10. Aggregator(s)
11. Program Implementer(s)
12. Subcontractor(s)
13. Additional Authorized User(s)
Additional obligations
1. Timeline for Device and Device Partner integration
2. Event Dispatch and Additional Grid Services
3. Participant Enrollment, Management and Eligibility
4. Measurement & verification (M&V)
5. Reporting
Services fees and budget
1. Service Fees
2. Budget
3. Customer Incentives and Payments
4. Aggregator Payments
5. Service Level Standards
85 Scope 1 – page 20
APPENDIX C – SERVICE PROVIDER STAFFING
Service launch
Lunar Resource Title Project Role Full-Time
Equivalent
Tomas Weaver Senior Business
Development
Manager
Contract management,
account management,
program design.
20%
John Linfoot Head of Energy
Platform Products
Grid services product
deployment and
device integrations.
Train on the use of the
Gridshare platform.
20%
Amanda Little Head of Legal Contracting: MSA,
SoWs, OEMs,
aggregators, and all
our other partners in
this project.
10%
Grace Hsu VP Legal Contracting:
overall/MSA.
10%
Adam Cundy Head of Delivery Gridshare SaaS
delivery oversight.
10%
Stefanie Bator Senior Program
Manager
Project and program
management
oversight.
30%
Ed Gunn VP of Commercial
Sales
Executive sponsor,
escalation
management,
commercial oversight.
5%
Rowan Hawksdale +
Team
VPP and Integrations
Software Lead
DERMS/OEM
integrations, Flex
Product.
30%
Jesus Prieto Senior Director of
Software Engineering
Engineering
oversight.
5%
86 Scope 1 – page 21
George Penny Head of Markets Program design,
Simulations,
modeling.
5%
Sam Wevers Director of Software
Product
Product oversight -
products meet
CalChoice’s
expectations.
2%
Natalie Sullivan Senior Information
Security Manager
Oversee the
implementation of all
cyber security
compliance
requirements.
2%
Post launch live service:
Lunar Resource Title Project Role Full-Time
Equivalent
Stefanie Bator Senior Program
Manager
Program operations,
admin, reporting,
client support.
5 - 50%
Tomas Weaver Senior Business
Development
Manager
Account management,
program strategy,
future roadmap and
strategy.
10%
John Linfoot Head of Energy
Platform Products
DERMS product
oversight.
10%
Amanda Little Head of Legal Legal support. 2%
Adam Cundy Head of Delivery Service delivery
oversight.
5%
Ed Gunn VP of Commercial
Sales
Executive sponsor,
escalation
management,
commercial oversight.
2%
Rowan Hawksdale +
Team
VPP and Integrations
Software Lead
DERMS ongoing
development, testing,
tech support.
5 - 20%
87 1
Program Statement of Work
CalChoice FlexWise Battery Program
88 2
TABLE OF CONTENTS
FLEXWISE BATTERY PROGRAM SOW - DESCRIPTION OF SERVICES AND TERM.....................3 FLEXWISE BATTERY SOW – TASKS AND DELIVERABLES....................................................4 Subtask 1.1: DER Program Design Parameters .................................................................................... 4 Subtask 1.2: Timeline for Device Partner Integration........................................................................... 6 Subtask 1.3: Event Dispatch and Additional Grid Services................................................................... 6 Subtask 1.4: Customer Enrollment, Management and Eligibility......................................................... 7 Subtask 1.5: Measurement and Verification (M&V) ............................................................................. 8 Subtask 1.6: Reporting ............................................................................................................................ 9 Subtask 1.7: Deliverables........................................................................................................................ 9 FLEXWISE BATTERY SOW – SERVICE FEES AND BUDGET .............................................11 Service Fees........................................................................................................................................... 11 Budget.................................................................................................................................................... 11 Customer Incentives and Payments...................................................................................................... 11 Aggregator Payments............................................................................................................................ 11 FLEXWISE BATTERY SOW – SERVICE LEVEL STANDARDS .................................................11 89 3
This Statement of Work (“SoW”) for the California Choice Energy Authority (”CalChoice”) Battery Demand Response Program, called the “ FlexWise Battery Program” (“FlexWise Battery”, and the SoW, the “FlexWise Battery FlexWise Battery SoW”) shall be incorporated into and governed by the terms of that certain Main Services Agreement (“MSA”) by and between CALIFORNIA CHOICE ENERGY AUTHORITY, a joint powers authority formed under the laws of the State of California (“CalChoice”) with a registered address at [44933 Fern Avenue, Lancaster California 93534], USA and LUNAR ENERGY, INC., a Delaware corporation with a registered address at 755 Ravendale Drive, Mountain View, California 94043 (“Service Provider”) dated [CONTRACT EXECUTION DATE], as may be amended, modified and supplemented from time to time. In the event of a conflict between the provisions contained in the MSA and those contained in this FlexWise Battery SoW, the provisions contained in this FlexWise Battery SoW shall prevail. Capitalized terms used but not defined here in this FlexWise Battery SoW shall have the meaning given to them in Appendix A of Scope 1 or the MSA.
This FlexWise Battery SoW, together with the MSA and Scope 1, constitutes the sole and entire agreement of the Parties with respect to this FlexWise Battery SoW and supersedes all prior and contemporaneous understandings, agreements, and warranties, both written and oral, with respect to such subject matter.
FLEXWISE BATTERY PROGRAM SOW - DESCRIPTION OF SERVICES AND TERM This FlexWise Battery Program SoW, entered into in accordance with Task 3 of Scope 1 of the MSA, details the program-specific statement of work and terms that facilitate the operation of the FlexWise Battery program via the Gridshare Platform provided by the Service Provider in accordance with the terms set forth in Scope 1 of the MSA. The FlexWise Battery Program is a residential managed battery energy storage systems (“BESS”) program for customers that receive generation services from CalChoice Member Community Choice Aggregators (“CCAs”), as defined in the MSA. The goal is to establish a program that can affect the charge and discharge behavior of residential BESS in order to optimize value for the customer, the grid, and CCAs. To avoid doubt, BESS’ are, for the purposes of this FlexWise Battery Program, Devices, as defined in the MSA. All references to BESS and Device in this FlexWise Battery Program SoW are interchangeable, and refer to Devices in Scope 1 and the MSA.
For the purposes of this FlexWise Battery SoW, only residential BESS participating in the Participate Energy Power Choice program are eligible for enrollment in the FlexWise Battery Program.
This FlexWise Battery Program SoW is effective on the latest signed date of the Parties and will remain in effect through [TERM END DATE - 3 YEARS], unless earlier terminated by either of the Parties per the terms defined in the MSA or upon termination of the MSA, Scope 1, whichever occurs first.
All tasks and subtasks set forth in this FlexWise Program SoW are considered Software Services (as specified in the MSA) and are subject to the Service Level Standards section in Scope 1 as if the same were repeated in its entirety in this FlexWise Program SoW, except that any references to “Scope 1” therein shall be read as applying to the “FlexWise Program SoW”. 90 4
FLEXWISE BATTERY PROGRAM SOW – TASKS AND DELIVERABLES
This FlexWise Battery Program SoW establishes the contractual structure and implementation details for integrating residential BESS participating in the FlexWise Battery Program under the Gridshare Platform. Service Provider shall provide the tasks and deliverables agreed upon between the Parties in Scope 1, and in accordance with the MSA, for the FlexWise Battery Program. The following provides additional details regarding the contract structure and implementation of the FlexWise Battery Program specifically.
Subtask 1.1: DER Program Design Parameters
The following provides a high-level summary of program requirements as outlined by CalChoice in the DER Program Onboarding Template:
a) Program Name: FlexWise Battery Program
b) Program Objective(s):
1) Reduce CalChoice Member CCA’s resource adequacy (“RA”) obligation through strategic dispatch of Devices during peak times and inclusion on the California Energy Commission Peak Demand Forecast;
2) Charge and discharge BESS outside of the dispatch hours for RA value to achieve maximum customer value;
3) Observe and learn about Device dispatch patterns and integrate findings into CalChoice CCA’s internal load forecasting to drive procurement and CAISO market engagement strategies.
c) Geographic location: CalChoice Member CCAs service areas d) Eligible customer requirements:
1) Residential customer;
2) Receives CalChoice Member CCA generation services;
3) Has an eligible Device (outlined below) installed behind the customer’s meter; 4) Participates in the CalChoice Member CCA Power Choice Program; and 5) There are no dispatch requirements established for the Device from other publicly funded supply-side or load-modifying demand response (DR) programs offered by the utilities or 3rd party providers. e) Preset Groups:
1) FlexWise Battery Program Participants;
2) FlexWise Battery Program Participants grouped by CalChoice Member CCAs as specified in the PDD;
91 5
3) Future preset groups may be established in the Program Design Document (PDD).
f) Device type:
1) Battery Energy Storage Systems
g) Device Partner(s):
1) Tesla Energy
h) Aggregator(s): N/A
i) Program Implementer(s):
1) Participate Energy
j) Subcontractor(s): N/A
k) Additional Authorized Users: N/A
The list of Device Partners, Aggregators, Implementers and Subcontractors may be revised from time to time by mutual written agreement of the Parties and as pursuant to the MSA. The revision may be achieved by mutual written agreement and shall not require the Parties to amend this FlexWise Battery Program SoW or the MSA.
Subtask 1.2: Timeline for Device Partner Integration
Service Provider shall cause the successful integration of the Device Partners listed in Subtask
1.1.h as quickly as reasonably commercially and legally feasible. A successful integration is defined as Service Provider being able to communicate with the Devices through the Gridshare Platform in a manner that enables the dispatch methodology and measurement and verification (M&V).
a) Tesla: To integrate Tesla Devices under the Gridshare Platform, the Service Provider is directly integrating with the Tesla API.
Subtask 1.3: Event Dispatch and Additional Grid Services Devices will be dispatched on a daily basis with the goal to co-optimize CalChoice Member CCA’s RA value and customer bill savings, as detailed in the PDD. The daily dispatch of Devices for RA purposes is considered an “Event” under the FlexWise Battery Program.
Outside of the Event hours, CalChoice may establish additional requirements for Device charging and discharging at its discretion throughout the contract term in coordination with the Device Partners to meet procurement and load management goals. The dispatch strategies are defined at least on an annual basis between the parties and are described in more detail in the PDD.
Each organization has the following rights, roles and responsibilities in control of the Devices:
a) CalChoice Member CCAs
92 6
1) Ensures customer provides dispatch rights to CalChoice, Program Implementer and Service Provider;
2) Provides guiding principles for the control of Devices and coordinates the details of these strategies with the Program Implementer(s), Service Provider and Device Partners.
b) Service Provider
1) Establishes program-specific SoWs with Device Partners to enable Device dispatch and to ensure that Device Partners provide dispatch rights to CalChoice, Program Implementer and Service Provider;
2) Sends Event dispatch commands to Devices and monitors and reports on Device performance;
3) Works with the Device Partner on behalf of CalChoice to ensure grid service delivery is in line with the FlexWise Battery Program Design Document. c) Program Implementer
1) Installs and commissions Devices;
2) Collaborates with Service Provider to enroll Devices under the FlexWise Battery Program;
3) Works with CalChoice to ensure general aspects of the Event dispatch and potential additional grid services are communicated to the customer. d) Device Partners:
1) Enable via an API connection the provisioning, control, and dispatch of Devices, as well as the receipt of Device-level data.
Subtask 1.4: Customer Enrollment, Management and Eligibility Customers will only be able to participate in FlexWise Battery Program via direct enrollment facilitated by Program Implementer and CalChoice and enrollment is predicated on the customer being an existing Participate Energy client and PowerChoice participant and meeting all eligibility criteria.
CCEA works with Program Implementer(s) to provide standalone storage or solar and storage systems to CCEA customers. The Service Provider, Program Implementer and Device Partners shall have the following roles and responsibilities in customer enrollment, management and eligibility checks. Additional details are described in the PDD. a) Program Implementer
1) Send Service Provider the Device serial number at completion of each Device installation;
2) Work with CCEA to confirm customer eligibility before enrollment 93 7
3) Provide customer enrollment and un-enrollment lists to the Service Provider on at least a weekly basis;
4) Identify enrollment of customers in other demand response (DR) or daily load shift programs to avoid conflicting BESS obligations pertaining to dual enrollment in other DR or load management programs;
5) Work with the Service Provider and customer to resolve dual enrolment conflicts;
6) Provide ongoing customer support.
b) Service Provider
1) Enroll (or unenroll) customers under the FlexWise Battery Program in Gridshare Partner within a week of receiving the (un-)enrollment request from the Program Implementer;
2) Provide ongoing secondary customer support to the Program Implementer and CalChoice, described in further detail in the PDD.
c) Device Partners
1) Support provisioning and un-provisioning of Device-level Data and control to the Service Provider for customers enrolling and unenrolling, respectively.
Subtask 1.5: Measurement and Verification (M&V)
Performance measurement for the Devices under the FlexWise Battery Program will occur at the device-level (i.e., at the BESS inverter). The details of the M&V methodology are provided in the PDD.
Subtask 1.6: Reporting
Service Provider will provide CalChoice with the following reports under this FlexWise Battery Program SoW. The details of each report will be defined in the PDD.
Report Type Details Granularity
Customer
Enrollment
Report on Devices under management,
customer enrollment and unenrollment
Program-level and by
Preset Group
Device Health Device alert including, but not limited to, under-performance, telemetry, opt-outs
Program-level and by
Preset Group
Event
Performance
Load shifting energy metrics and performance
during Event hours
Program-level and by
Preset Group
Service Provider will provide these reports on the following cadence:
a) Customer Enrollment, Device Health and Event Performance will be provided daily via the Gridshare UI starting with the first Device dispatch; 94 8
b) Summary reports covering Customer Enrollment, Device Health and Event Performance will be produced monthly in a format external to Gridshare; 1) These reports will be produced weekly for the first month of operation; 2) CalChoice may request these reports more frequently than monthly as commercially reasonable throughout the contract duration; Subtask 1.7: Deliverables
Deliverables to be provided by the Service Provider under this FlexWise Battery Program SoW are:
Integrations
a) Service Provider to make commercially reasonable efforts to integrate with 1) Tesla Energy and Enphase upon signature of this FlexWise Battery Program SOW;
Customer Enrollment and Management
a) Enroll (or unenroll) customers under the FlexWise Battery Program in Gridshare Partner within a week of receiving the (un-)enrollment request from the Program Implementer;
b) Provide initial response to customer inquiries or issues (received via partners or CalChoice) within 2 business days.
Dispatch
a) Gridshare Flex is configured to operate the FlexWise Battery Program according to the DER Program Design Parameters specified in Subtask 1.1 above within two (2) weeks of finalizing the initial draft of the PDD;
b) Implement initial Device and fleet connectivity testing within seven (7) days of first Devices onboarded to the Gridshare platform;
c) Complete testing and systems are confirmed to be ready to deliver the FlexWise Battery Program within four (4) weeks of first Devices onboarded to the Gridshare platform.
Support
a) Set up monitoring and alerting systems within three (3) weeks of finalizing the initial draft of the PDD;
b) Provide operational support system (escalation paths, setup of notification, recurring review meetings and responsible staff for monitoring) at first non-test Device dispatch.
Dashboards and Data Sharing
95 9
a) Provide standard metrics Dashboard and maps in Gridshare Partner, as well as visualization of Participants via Gridshare Flex UI and/or API, within five (5) days of first non-test Device dispatch;
b) Program-specific dashboard configuration to be completed based on available components within 30 days from first non-test Device dispatch; c) Facilitate access to an API for data downloads from the Gridshare Platform within seven (7) days of first Devices onboarded to the Gridshare Platform.
FLEXWISE BATTERY PROGRAM SOW – SERVICE FEES AND BUDGET
Service Fees
The following Services Fees (as specified in Scope 1) apply to the FlexWise Battery Program.
For the avoidance of doubt, none of the other Services Fees from Scope 1 apply to this FlexWise Battery Program SoW.
a) Device Fees: the following variable fees shall be charged on a per Device enrolled basis in any given month the program is operational.
1) Price per Device enrolled
i. Volume tier 1: $4.25 per Device per month
ii. Volume tier 2: $3.50 per Device per month
iii. Volume tier 3: $2.50 per Device per month
2) Volume tiers: the following number of enrolled Devices dictate which volume tier each Device is charged at:
i. Volume tier 1: 1 - 1,500 Devices enrolled
ii. Volume tier 2: 1,501 - 5,000 Devices enrolled
iii. Volume tier 3: 5,001+ Devices
For the avoidance of doubt, this means that the first 1,500 enrolled Devices are charged to CalChoice Member CCAs at $4.25 / enrolled Device / month, Device 1,501 - 5,000 are charged at $3.50 / enrolled Device / month, and all enrolled Devices over 5,000 are charged at $2.50 / Device / month. 3) The volume of enrolled Devices is measured as the average number of devices connected to the DERMS platform in any given billing period. The average number of Devices will be defined as the [[number of connected Devices at the start of the first day of the billing period] + [number of Devices at the end of the last day of the billing period]] / 2. A Device is “enrolled” for the purposes of calculating the per Device Fee based on the maximum number of Devices within each group within Gridshare associated to the FlexWise Battery Program for the month for which an invoice is raised. 96 10
4) Invoicing instructions: billed monthly.
b) Device Partner Setup Fee: The following Device Partner Setup Fees apply:
1) [TBD] for the integration with Tesla.
c) Device API Fees: The following Device API Fees apply:
1) Tesla: [TBD] (throughout the duration of the contract term) Device API Fees will be agreed between the Device Partner, Service Provider and CalChoice, and will be billed as pass-through to CalChoice if charged to Service Provider.
FLEXWISE BATTERY PROGRAM SOW – SERVICE LEVEL STANDARDS
Service Provider shall implement the Software Services provided under this FlexWise Battery Program SoW in accordance with the Service Level Standards outlined in Scope 1.
Notwithstanding anything to the contrary in Scope 1, for this FlexWise Battery Program SoW, only the following load shift performance guarantees apply:
a) For BESS, the commands will achieve >95% of the Maximum Available Energy at the aggregated level, excluding any Excused Events.
1) “Maximum Available Energy” is energy available in Plannable Devices not reserved for hardware requirements or customer resiliency, calculated at the time of dispatch start.
2) “Plannable Devices” are those Devices which are: (1) enrolled in the FlexWise Battery Program evaluated, (2) part of the preset group whose response is requested, and (3) online at the time of planning.
Service Provider will begin tracking the performance of the Devices under the FlexWise Battery Program from the first non-test dispatch under the Gridshare Platform. 97 11
Agreed and accepted as of the latest date on which this FlexWise Battery SoW is executed by either party:
LUNAR ENERGY, INC. CALIFORNIA CHOICE ENERGY
AUTHORITY
By:
Name: Kunal Girotra
Title: CEO and Founder
Date:
By:
Name:
Title:
Date:
98 STAFF REPORT
California Choice Energy Authority
Date: August 5, 2026
To: Chair and Authority Members
From: Robert Johnson, Interim CEO
Item 7: Consider Authorization for the Interim Chief Executive Officer to Finalize and Execute a Professional Services Agreement with Halsten AI, LLC, Authorization of Funds and Budget Adjustment for FY 2026-2027 Operating Budget of $90,000.
______________________________________________________________________ Recommendation:
Approve a Professional Services Agreement with Halsten AI, LLC (“Halsten”) for an Operating and Automated Workflow Software as a Service (SAS) in an amount not to exceed $90,000, beginning October 1, 2026 through June 30, 2027; Allocate the funding and Amend the Fiscal Year 2026-2027 Budget to include; and authorize the Interim Chief Executive Officer, or his designee, to work with Authority Counsel to finalize and execute the Agreement and any related documents.
Fiscal Impact:
Funds for the preliminary study have been included in the approved FY 2026/27 budget. The $90,000 additional funds will be included in the allocated costs recovered from Members through the CalChoice Service Fees.
Background:
CalChoice is a Joint Powers Authority formed to provide implementation and operational support services to its member Community Choice Aggregation (CCA) programs. To date, CalChoice has not had a system for day-to-day operational administration, programs, and projects completed by its staff. Although Bayshore Consulting designed and provides the administrative backbone and staff support to the CEO and the Board of Directors, there is no Statistical Analysis System (SAS) to assist in the execution of its day-to-day administrative functions and workload.
Why does CalChoice need an operating system for operational optimization? One of the most important factors is the fact that the CalChoice team is 100% remote. It has no home base, no 8/5/26
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server room, and no full-time IT Department. Most municipal or quasi-governmental employees report to a destination that is fully connected to an operational system for computers, printers, phone and other assorted electronic equipment that runs the daily “system”. When an issue arises, there is a team to solve it and get people back to working as soon as possible. The system at the “office” creates reliability, control, support, backup contingencies for lost work, recovery systems, operational efficiencies, communication between staff and elected/board officials, and security. Remote teams do not have this unless and until it develops an operating system.
As a lean team with rising workloads in support of eight (8) members of a JPA, the small staff is expected to manage a workload consisting of administrative functions, procurement, board coordination and communication, vendor oversight, financial reporting and budget oversight, regulatory issues, legislative platforms, programs and more. While having many tools (Dropbox, Microsoft office products, QuickBooks, etc.) at one’s disposal seems to make work more fluid and more efficient, many times critical information is spread across spreadsheets, email threads, consultants, billing systems, and board member communications.
Developing a system to incorporate these items together will assist each staff member to store, present and have access to information when/if a team member is out of office for vacation or an extended period of time. The system would allow ease of access to information across the team.
It would also assist in the development and on-boarding of new staff and improve succession planning options.
Add the multi-agency coordination, regulatory pressure, expanding programs, the burdens of reporting on top of it all, operational optimization is a must. But, what does that look like in practical terms? Workflows need to be standardized, data and documents need to be centralized through the use of role-based dashboards, and creating automation for recurring administrative work needs to be designed. Not only does this all create efficiencies in workflow, but also in time-management.
All of the current workflow systems in place, which are mostly excel spreadsheet documents and other on-line tools, like Dropbox, have been set up and maintained by Bayshore Consulting.
Bayshore has provided excellent service and maintains a professionally designed on-line system for its data storage. Halsten AI’s product would improve the current system, enhance the capabilities of staff, improve the efficiencies of the team, and provide greater and quicker information flow to the Board of Directors, as well as the CalChoice partners.
At the Board meeting in February 2026, the Interim CEO provided a live demonstration of the capabilities of the system and the fact that it would be built to the specifications and design of the needs of CalChoice staff, with a myriad of options to improve efficiencies, as well as introduce CoPilots to the workflow. Several examples were shown how the “Dashboard” would be designed and used on the daily basis to improve communication, workflow, provide greater and quicker access to information for the members and its users. The Interim CEO received 100
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Halsten AI
consensus to move forward with the first phase of the project and authorized Halsten AI to start the process of designing the system.
At the Fiscal Year 2026-27 Budget Workshop, the Board was presented with the opportunity to continue the project, but was inadvertently shown what a cost per CCA would be for the system.
This was meant to show how CalChoice was receiving preferential pricing over other SAS products on the market; it was never intended to be a pass-through option to the Board, as it is an essential work product for CalChoice to function.
Halsten AI’s product is an operational component and should be understood in that way. Just like a Dropbox account, Microsoft Office, QuickBooks account, monday.com ($18,700 p/yr), SalesForce ($18k p/yr), Click Up ($2,500 p/yr), Asana ($3k p/yr), LaserFiche ($63.9k p/yr)), eScribe ($15k p/yr), AgendaLink ($18K p/yr), SharePoint ($1,500 p/yr), and others, Halsten Ai is being designed as CalChoice’s one stop administrative/operational workflow and data management partner that combines many of the functions in the above mentioned products into one customizable utilities program.
The Operating System will not only bring several important pieces of information into one platform including regulatory affairs, legislative Bill tracking, individualized financial reporting for each CCA, agenda packets, programs, introduce AI co-pilots to assist in creating efficiencies for report and bill summaries, creating draft presentations from staff reports, transcribing meeting minutes from recordings, connecting the JPA to CalCCA and its training platform and information, and generating automatic Board updates on many important topics.
What we have found in interviewing high level management team members from MCE and 3CE is that both CCA’S have multiple SAS systems for different functions. In using Halsten AI, CalChoice is at the forefront of using one SAS and combining other functions into it. Many of the SAS programs cost $30,000 - $50,000 annually and have a set number of licenses with those needing more being charged additionally on a per seat annual basis.
Both MCE and 3CE have more staff per department than CalChoice has total staff. 3CE uses 3 SAS programs for its Regulatory Department alone at an average of $20,000 per SAS and has 7- 10 staff members. Even if CalChoice went with three (3) of the other programs, the cost may be relative, but the training, on-going support (from 3 different SAS vendors) and efficiencies of having one product would make the communication system more cumbersome and potentially quickly outdated. Plus, CalChoice does not have a staff person dedicated to administrating SAS programs, or a full-time IT employee. Halsten AI is one of the only systems on the market that is being designed to incorporate a multitude of functions from other SAS products and allows the staff to customize the product to fit CalChoice’s needs. 101
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Most SAS systems are right off the shelf and are not customized to the needs of the organization.
One must take it as it comes and either use it as is, or waste potential features because they are not customized to the needs of the organization.
With this partnership, CalChoice will be building the next generation of AI operating systems for CCA’s and utility companies, which is a rare opportunity. The Halsten AI Operations Platform that is being tailored for CalChoice includes, but is not limited to:
Operations Layer: Member Operations Hub, Program Performance Dashboard, Board Package and Staff Report Automation
Program Automation Layer: Power Choice & Power Choice+ information and data sharing, showcases other programs being offered by its members
Communications Layer: Board Packet Automation, Staff Report Checker, Presentation Draft from Staff Report, Weekly/Monthly CEO eBoard Updates, eNewsletter capable, Social Media Platform management
Regulatory Compliance & Legislative Layer: Priority Bill Tracking, Compliance Alerts, Partner Reports
Marketing Automation: Customer retention program, Automated social media, emails, newsletters, etc. to keep existing customers engaged, informed and control opt outs Specialized Modules: Legislative Tracking, Events Management, Individualized Member Financial Data Management
Operational Excellence: Succession Planning Tools, Knowledge Management, Educational Opportunities, etc.
The Interim CEO recommends that the Board of Directors approve a Professional Services Agreement with Halsten AI, LLC (“Halsten”) for an Operating and Automated Workflow SAS in an amount not to exceed $90,000, beginning October 1, 2026 - June 30, 2027; Allocate the funding and Amend the FY 2026-2027 Budget to include; and authorize the Interim Chief Executive Officer, or his designee, to work with Authority Counsel to finalize and execute the Agreement and any related documents.
102
STAFF REPORT
California Choice Energy Authority
8/5/26
RJ
Date: August 5, 2026
To: Chair and Authority Members
From: Barbara Boswell, Treasurer
Item 8: Discuss and Provide Direction Regarding the Establishment of an All-Member Summit Scholarship Policy ______________________________________________________________________ Recommendation:
Discuss and provide direction regarding the establishment of an All-Member Summit Scholarship Policy
Fiscal Impact:
Should the Board direct staff to establish an All-Member Summit Scholarship Policy, there would be a fiscal impact to the extent of the amount of the scholarships that are funded through CalChoice.
Background:
CalChoice holds an annual All-Member Summit that provides opportunities for Member staff development and networking. The budget for the Summit is $60,000, which includes the cost of the venue, meals, and ancillary expenses. The Summit is largely paid for through sponsorships from CalChoice partners. The 2025 Summit had a total cost of $75,292, which was offset by sponsorships in the amount of $53,250 and registration fees collected from non-member attendees of $3,900 for a net cost to CalChoice of $18,142.
There is no registration fee charged to Members to attend the Summit; however, Members do incur costs for travel related expenses such as hotel and mileage.
At the November 2025 Board Workshop, it was suggested that there be a scholarship offered to Member staff to attend the Summit. Since no registration fee is charged to Member staff, the scholarship would be related to the hotel and travel expenses incurred to attend.
CalChoice staff recommend that if the Board desires to establish a scholarship program that a policy be adopted that establishes the guidelines for the scholarships. Key elements of the Policy should address:
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Item 8
All-Member Scholarship
• How many scholarships should be offered?
• How are the recipients selected?
• Is there a cap on the amount per recipient, and if so, how much? • What costs are eligible to be covered by the scholarship? Pursuant to direction provided by the Board, a policy will be brought back to the Board for consideration at a future Board meeting.
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STAFF REPORT
California Choice Energy Authority
8/5/26
RJ
Date: August 5, 2026
To: Chair and Authority Members
From: Kathy Wells, Energy Programs Manager
Item 9: CalChoice Energy Efficiency Programs Update Regarding the Joint CCA Application for Funding through the Elect to Administer Program ___________________________________________________________________________ Recommendation:
Receive an update regarding CalChoice’s successful award of $2,703,000 in funding from the California Public Utility Commission (CPUC) for implementation of an energy efficiency elect-to-administer program.
Fiscal Impact:
Acceptance of the grant will provide $2,703,000 for implementation of its program plan.
Southern California Edison will transfer funds to CalChoice over the three-year budget request period.
Background:
On May 20, 2025, the CalChoice Board approved the California Choice Energy Authority’s Energy Efficiency Program administration plan (“EE Plan”), which contained the plan’s funding requirements, program description, a cost-effectiveness analysis, and the duration of the program. CalChoice designed its program to meet the Commission’s criteria for population-level Normalized Metered Energy Consumption (NMEC) programs and will use a pay-for-performance approach that pays only for grid benefits delivered. CalChoice’s EE Plan is designed to offer direct installation energy efficiency measures at little-to-no cost for small business customers and forecast plausible cost-effective reductions in energy and demand. Such measures include HVAC upgrades or replacements for hotter climate CCAs, and lighting upgrades and retrofits for CCAs in cooler climates.
On June 9, 2025, CalChoice submitted its EE Plan as a Tier 3 advice letter to the California Public Utilities Commission for approval of a combined effort by the Joint CCAs electing to administer the three-year program. Subsequently, CalChoice was asked to provide supplemental data and information to the CPUC, and on December 11, 2025, CalChoice filed a supplemental advice letter providing clarification on the recommended budget request for the program.
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Item 9
CalChoice Energy Program Update
On July 2, 2026, the CPUC issued Resolution E-5464 approving the Plan and proposed three-year budget. The CPUC has ordered Southern California Edison to transfer a total of $2,703,000 to CalChoice over the three-year budget request period. Additionally, CalChoice is required to return any unspent funds and file a Tier 1 advice letter, upon doing so, in accordance with CPUC program guidelines.
CPUC has ordered CalChoice to engage in Joint Cooperation Memorandums with Southern California Edison, Southern California Gas Company, Inland Regional Energy Network, and Southern California Regional within 90 days of the issuance of this Resolution. The Joint Cooperation Memorandum shall include a plan to avoid customer confusion between similar energy efficiency program offerings.
Lastly, CPUC has directed CalChoice to host a webinar allowing stakeholder input on the design, launch date, targets, and budget for the Program at least 20 days before the program launch. CalChoice will work with technical partners, Frontier Energy, to accomplish these deliverables and prepare for implementation of the Program, including the future development and release of a competitive bid to obtain local installers for administering the Program on behalf of the Joint CCAs.
The positive result of this joint effort highlights the benefit of being a CalChoice member and the opportunity to access funding for programs that benefit our member communities that might not otherwise be accessible.
More information will be provided as the program is developed.
Attachment:
CPUC Resolution No. E-5464
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Date of Issuance: July 7, 2026
610338461 1
PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA
ENERGY DIVISION RESOLUTION E-5464
July 2, 2026
R E S O L U T I O N
Resolution E-5464. Certification of California Choice Energy Authority’s Energy Efficiency Program Administration Plan
PROPOSED OUTCOME:
This Resolution certifies California Choice Energy Authority’s request in Apple Valley Choice Energy (AVCE) Advice Letter (AL) 18-E, 18-E-A, and 18-E-B; Lancaster Energy (LCE) AL 35-E, 35-E-A, and 35-E-B; City of Palmdale (EPIC) AL 9-E, 9-E-A, and 9-E-B; Pomona Choice Energy (PCE) AL 13-E, 13-E-A, and 13-E-B; Pico Rivera Innovative (PRIME) AL 30-E, 30-E-A, and 30-E-B; Rancho Mirage (RMEA) AL 16-E, 16-E-A, and 16-E-B; San Jacinto Power (SJP) AL 28-E, 28-E-A, and 28-E-B; and Santa Barbara Clean Energy (SBCE) AL 9-E, 9-E-A, and 9-E-B to Elect to Administer its Energy Efficiency Program Administration Plan, submitted pursuant to Public Utilities Code Section 381.1(e) and (f) and California Public Utilities Commission direction in Decisions 14-01-033 and 24-04-007.
SAFETY CONSIDERATIONS:
There are no safety considerations associated with this resolution.
ESTIMATED COST:
The California Public Utilities Commission approves a budget for California Choice Energy Authority of $2,703,000 over the course of its three-year Energy Efficiency Program Plan. This funding will come from additional collections in Southern California Edison’s energy efficiency balancing account.
By AVCE AL 18-E, LCE AL 35-E, EPIC AL 9-E, PCE AL 13-E, PRIME AL 30-E, RMEA AL 16-E, SJP AL 28-E, and SBCE AL 9-E filed by California Choice Energy Authority on June 9, 2025; AVCE AL 18-E-A, 107 Item 9 Attachment
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2 LCE AL 35-E-A, EPIC AL 9-E-A, PCE AL 13-E-A, PRIME AL 30-E-A, RMEA AL 16-E-A, SJP AL 28-E-A, and SBCE AL 9-E-A filed on December 11, 2025; and AVCE AL 18-E-B, LCE AL 35-E-B, EPIC AL 9-E-B, PCE AL 13-E-B, PRIME AL 30-E-B, RMEA AL 16-E-B, SJP AL 28-E-B, and SBCE AL 9-E-B filed on March 12, 2026.
__________________________________________________________
SUMMARY
Public Utilities (PU) Code Section (Section) 381.1 gives Community Choice Aggregators (CCAs) the option to elect to become an administrator (ETA) of cost-effective energy efficiency (EE) programs, subject to California Public Utilities Commission (Commission) adoption of a CCA’s EE Program Administration Plan (EE plan) that has been approved by the CCA’s governing board. Apple Valley Choice Energy (AVCE), Lancaster Energy (LCE), City of Palmdale (EPIC), Pomona Choice Energy (PCE), Pico Rivera Innovative (PRIME), Rancho Mirage (RMEA), San Jacinto Power (SJP), and Santa Barbara Clean Energy (SBCE) submitted a three-year budget request via Joint Tier 3 Advice Letter (AVCE 18-E, LCE 35-E, EPIC 9-E, PCE 13-E, PRIME 30-E, RMEA 16-E, SJP 28-E, and SBCE 9-E) on June 9, 2025, and later filed a supplemental joint advice letter (AVCE 18-E-A, LCE 35-E-A, EPIC 9-E-A, PCE 13-E-A, PRIME 30-E-A, RMEA 16-E-A, SJP 28-E-A, and SBCE 9-E-A) that included the corrected budget figure of $2,703,000 and a second supplemental joint advice letter (AVCE 18-E-B, LCE 35-E-B, EPIC 9-E-B, PCE 13-E-B, PRIME 30-E-B, RMEA 16-E-B, SJP 28-E-B, and SBCE 9-E-B) that included additional specificity and clarity on the calculation of the total electricity energy efficiency nonbypassable charge collections from the CCA’s customers.
AVCE 18-E, 18-E-A, and 18-E-B; LCE 35-E, 35-E-A, and 35-E-B; EPIC 9-E, 9-E-A, and 9-E-B; PCE 13-E, 13-E-A, and 13-E-B; PRIME 30-E, 30-E-A, and 30-E-B; RMEA 16-E, 16-E-A, and 16-E-B; SJP 28-E, 28-E-A, and 28-E-B; and SBCE 9-E, 9-E-A, and 9-E-B were submitted as a joint advice letter by California Choice Energy Authority (“CalChoice”) on behalf of its member CCAs: AVCE, LCE, EPIC, PCE, PRIME, RMEA, SJP, and SBCE (collectively, the “Joint CCAs”).
This resolution approves CalChoice’s request for electing to administer its member CCAs’ energy efficiency funding according to the criteria set forth in PU Code Sections 381.1(e) and (f) (1) - (6) and Commission direction in Decision (D.)14-01-033 and D.24-04-007 on enabling CCAs to administer EE programs. The budget that CalChoice requested to receive to fund its EE plan is $2,703,000. Southern California Edison (SCE) is ordered to transfer $2,703,000 to CalChoice for its three-year EE Plan. 108
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3 BACKGROUND
PU Code Section 381.1 provides two pathways for CCAs to administer EE programs funded through nonbypassable charges collected from their electric service customers.
Subsections (e) and (f) of Section 381.1 establish the ETA pathway, which allows CCAs to operate small-scale EE programs for their own customers without undergoing the Commission’s full business plan application process required for Investor-Owned Utilities (IOUs), Regional Energy Networks (RENs), and CCAs that apply to administer (ATA).1 The ETA pathway, as established in subsections (e) and (f), gives CCAs a simple route to become administrators of EE programs. PU Code Section 381.1(f) sets forth six specific statutory criteria for certification of a CCA’s ETA EE program by the Commission; certification is required for approval. CalChoice’s EE plan’s compliance with these criteria is addressed below in the Discussion section.
On June 20, 2012, the assigned Administrative Law Judge issued a ruling in Rulemaking (R.) 09-11-014 regarding procedures for CCAs to become administrators of EE programs through PU Code Section 381.1(a)-(d) – the application process to administer an EE program to all customers in their service territory – and through PU Code Section 381.1(e) and (f), the election process to administer EE programs only to the CCA’s customers. The CPUC issued D.14-01-033, which established the procedural and filing requirements for CCAs seeking to elect to administer EE programs pursuant to PU Code Section 381.1(e)-(f), including the requirement to submit a Tier 3 AL for Commission approval of the proposed program.
Nonbypassable charges collected from a CCA’s customers fund its EE plan. These charges are reflected in the relevant IOU’s EE balancing account. If the Commission certifies a CCA’s EE plan after it has established the IOU’s four-year EE budget, the IOU’s budget cap is increased by the amount the Commission approves for the CCA.2 D.23-06-055 acknowledged that ETA CCA budgets are small and fund short-term programs.3 Because they are often approved in the middle of a portfolio cycle, the IOUs are not required to adjust their own approved EE portfolio budgets to accommodate 1 PU Code Section 381.1(a)-(d) establishes that a CCA can become an administrator of a portfolio of cost-effective EE programs in the same sense that IOUs and RENs are administrators. This process, called “apply to administer” or “ATA”, is distinct from the simpler “elect to administer”, or “ETA” process established in subsections (e) and (f).
2 D.23-06-055, OP4.
3 D.23-06-055 at 91.
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4 newly approved ETA plans. Therefore, the IOUs can collect additional funds proportional to the approved ETA CCA budget.
On June 9, 2025, CalChoice filed joint AL AVCE 18-E, LCE 35-E, EPIC 9-E, PCE 13-E, PRIME 30-E, RMEA 16-E, SJP 28-E, and SBCE 9-E on behalf of its member CCAs, the Joint CCAs. On December 11, 2025 CalChoice filed supplemental joint AL AVCE 18-E-A, LCE 35-E-A, EPIC 9-E-A, PCE 13-E-A, PRIME 30-E-A, RMEA 16-E-A, SJP 28-E-A, and SBCE 9-E-A, and on March 12, 2026, CalChoice filed second supplemental joint AL AVCE 18-E-B, LCE 35-E-B, EPIC 9-E-B, PCE 13-E-B, PRIME 30-E-B, RMEA 16-E-B, SJP 28-E-B, and SBCE 9-E-B. This joint Tier 3 AL was filed pursuant to Public Utilities Code Section 381.1(e)-(f) and in compliance with Decisions D.14-01-033 and D.24-04-007. CalChoice seeks Commission approval to administer its Perform and Save Program (Program) for a three-year term. CalChoice’s filing requests a total budget of $2,703,000, based on a methodology that uses the most recent year of EE nonbypassable charges, program year 2025, and applies EE’s share of the Public Purpose Program (PPP) charge to determine the 4 percent minimum funding amount established in D.24-04-007.
NOTICE
Notice of AVCE AL 18-E, 18-E-A, and 18-E-B; LCE AL 35-E, 35-E-A, and 35-E-B; EPIC AL 9-E, 9-E-A, and 9-E-B; PCE AL 13-E, 13-E-A, and 13-E-B; PRIME AL 30-E, 30-E-A, and 30-E-B; RMEA AL 16-E, 16-E-A, and 16-E-B; SJP AL 28-E, 28-E-A, and 28-E-B; and SBCE AL 9-E, 9-E-A, and 9-E-B was made by publication in the Commission’s Daily Calendar. CalChoice states that a copy of the Advice Letters was mailed and distributed in accordance with Section 4 of General Order 96-B.
PROTESTS
AVCE AL 18-E, 18-E-A, and 18-E-B; LCE AL 35-E, 35-E-A, and 35-E-B; EPIC AL 9-E, 9-E-A, and 9-E-B; PCE AL 13-E, 13-E-A, and 13-E-B; PRIME AL 30-E, 30-E-A, and 30-E-B; RMEA AL 16-E, 16-E-A, and 16-E-B; SJP AL 28-E, 28-E-A, and 28-E-B; and SBCE AL 9-E, 9-E-A, and 9-E-B were not protested.
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5 DISCUSSION
Funding Request
D.14-01-033, with modifications by D.24-04-007, determined the budget formula for a three-year ETA EE plan as follows:
CCA maximum funding = Total electricity energy efficiency nonbypassable charge collections from the CCA’s customers – (total electricity energy efficiency nonbypassable charge collections from the CCA’s customers * % of the applicable IOU portfolio budget that was dedicated to statewide and regional programs in the most recently authorized program cycle). If the percentage of the applicable IOU portfolio budget dedicated to statewide and regional programs in the most recently authorized program cycle exceeds 96 percent, then the percentage shall be fixed at that 96 percent level and will not be allowed to exceed it, for purposes of this formula.
4 To determine a CCA’s maximum three-year ETA budget, the Commission must determine two components: 1) the actual and forecasted amounts of nonbypassable charges likely to be collected from the CCA’s customers over a reasonable collection period to fund energy efficiency programs,5 and 2) the percentage of the most recently approved IOU EE portfolio budget dedicated to statewide and regional programs.
The first component involves several steps. To determine SCE’s total electricity EE nonbypassable charge collections from CalChoice’s customers, CalChoice submitted a data request to SCE for program years 2022–2025. In its January 28, 2025, response, SCE provided the EE nonbypassable charge amounts for each Joint CCA, along with the percentage of the Public Purpose Program Charge (PPP) attributable to EE programs.
The data showed significant year-to-year fluctuations in the EE- related- share of the PPP charges, for example: 73 percent in 2023 compared to only 43 percent in 2024. Due to this volatility, CalChoice contends that using the most recent program year (2025) is the most reasonable approach for calculating EE charges and emphasizes the urgency of approving the Program given the instability in the EE-related PPP percentage. 4 D.24-04-007, OP2.
5 D.14-01-033 at 22-23.
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6 For the second component of the budget calculation, pursuant to D.24-04-007, CalChoice used the minimum funding floor of four percent (4%) of SCE’s 2024-27 EE portfolio budget to determine the IOU total that can be dedicated to programs that are not statewide or regional.
Based on the above, CalChoice determined the allowable maximum budget that it could request:
The total PPP charges collected from CalChoice customers in 2025 is $17,929,358.
CalChoice proposes using program year 2025, the most recent year of EE nonbypassable charges, which reflects an EE share of 37.6 percent of the PPP.
A fixed rate of 96% is applied to determine the amount allowed for statewide and regional programs, per D.24-04-007.
CalChoice’s yearly ETA funding not-to-exceed value = $901,000. CalChoice’s maximum three-year ETA funding not-to-exceed value = $2,703,000.
Therefore, CalChoice is requesting a total budget of $2,703,000.
The Commission approves the requested budget amount.
Compliance with Public Utilities Code Section 381.1(f) Criteria PU Code Section 381.1(f) states:
A community choice aggregator electing to become an administrator of energy efficiency shall submit an EE plan, approved by its governing board, to the Commission for the administration of cost-effective energy efficiency and conservation programs for the aggregator’s electric service customers that includes funding requirements, a program description, a cost-effectiveness analysis, and the duration of the program. The Commission shall certify that the EE plan submitted does all the following:
1. Is consistent with the goals of the programs established pursuant to PU Code Sections 381.1 and 399.4;
2. Advances the public interest in maximizing cost-effective electricity savings and related benefits;
3. Accommodates the need for broader statewide or regional programs;
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7 4. Includes audit and reporting requirements consistent with the audit and reporting requirements established by the
Commission pursuant to this PU Code Section;
5. Includes evaluation, measurement, and verification protocols established by the community choice aggregator; and
6. Includes performance metrics regarding the community choice aggregator’s achievement of the objectives listed in paragraphs (1) to (5), inclusive, and in any previous plan.
We discuss CalChoice’s compliance with each of these six criteria below.
Consistency with Commission Goals of Programs Established Pursuant to PU Code Sections 381.1 and 399.4
PU Code Section 381.1 encourages the procurement of cost-effective EE and conservation programs by CCAs that advance the public interest and accommodate broader statewide and regional programs. PU Code Section 399.4(a) states that prudent EE investments should “produce cost-effective energy savings, reduce customer demand, and contribute to the safe and reliable operation of the electric distribution grid.” Consistent with the guidance on cost-effectiveness in PU Code Sections 381.1 and 399.4(a), CalChoice’s EE plan forecasts plausible cost-effective reductions in energy and demand. CalChoice designed its Performance and Save Program to meet the Commission’s criteria for population-level Normalized Metered Energy Consumption (NMEC) programs. Therefore, the Performance and Save Program will use a pay-for-performance approach that pays only for grid benefits delivered, which will ensure that CalChoice will be able to achieve cost-effectiveness above the base threshold of 1.0.
Specific forecasts of indicators and metrics are detailed in subsections regarding cost-effectiveness and performance metrics below.
PU Code Section 399.4(b)(1) requires that all installing contractors or non-residential customers who receive a rebate or incentive comply with any applicable permitting requirements. CalChoice will maintain a standards and quality assurance team to review qualifications and credentials, paperwork audits, program standards, and field inspections.
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8 PU Code Section 399.4(c) states “the commission, in evaluating energy efficiency investments under its statutory authority, shall also ensure that local and regional interests, multifamily dwellings, and energy service industry capabilities are incorporated into program portfolio design and that local governments, community-based organizations, and energy efficiency service providers are encouraged to participate in program implementation where appropriate.” The flexibility within the measures offered in CalChoice’s Perform and Save Program satisfies this requirement by tailoring the program to their community’s needs.
PU Code Section 399.4(d) states that the Commission, in a new or existing proceeding, shall review and update its policies governing EE programs funded by utility customers. The Commission interprets this requirement to refer to the ratepayer funded EE portfolio offered throughout the state and not a requirement that all individual EE offerings meet all the policies outlined in PU Code Section 399.4(d). The EE portfolios as offered by California’s ratepayer funded portfolio administrators throughout the state meet these objectives and thus so would CalChoice’s EE plan.
The Commission certifies that CalChoice’s EE plan has demonstrated compliance with PU Code Sections 381.1 and 399.4; therefore, CalChoice’s EE plan complies with the criteria set forth in PU Code Section 381.1(f)(1).
Advances the Public Interest in Maximizing Cost-Effective Electricity Savings and Related Benefits
Consistent with the guidance on cost-effectiveness in PU Code Sections 381.1 and 399.4(a), CalChoice’s EE plan forecasts the achievement of cost-effective reductions in energy and demand, with a TRC of 1.25 and a Program Administrator Cost (PAC) 6 of
1.44. CalChoice conducted a cost-effectiveness analysis of the Program in accordance with the methodologies outlined in the “California Standard Practices Manual,” incorporating lighting and HVAC retrofit measures tailored to the climate zones of CalChoice’s CCAs. This analysis informs the Program’s projected achievable energy savings targets, depth of intervention, and overall savings goals. Over the three-year term, CalChoice forecasts TSB of $3,367,444. If CalChoice does not attain a TRC of 1.0 or 6 Program Administrator Cost (PAC) is a cost test generated by the Commission’s Avoided Cost Calculator. See D.21-09-037 at 11-12.
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9 greater annually, CalChoice shall provide justification for its failure to attain the goal in its annual report7 and provide a plan for attainment of the goal in the subsequent year.
The Commission certifies that CalChoice’s EE plan has demonstrated compliance with the criteria set forth in PU Code Section 381.1(f)(2).
Accommodation of Statewide and Regional Programs
Accommodation of statewide and regional programs as defined in PU Code Section 381.1(f)(3) and D.14-01-033 includes the clear requirement that “a CCA should include in its plan marketing and branding strategies to minimize customer confusion, and to otherwise distinguish between CCA programs and any similar statewide or regional programs that may also be ongoing.”8 CalChoice has coordinated with Southern California Edison and other program administrators to ensure effective implementation and avoid duplicative efforts in overlapping service territories. While its territory overlaps with the Inland Regional Energy Network (I-REN), Southern California Regional Energy Network (SoCalREN), and Tri-City Regional Energy Network (3C-REN), no program duplication exists because CalChoice’s program uniquely serves the small commercial sector with nonduplicative measures. Leveraging its experience administering joint programs among its eight CCA members, CalChoice will continue to collaborate with utilities and EE partners to ensure coordinated and effective program delivery.
Twenty days or more before CalChoice launches the Perform and Save Program, CalChoice shall hold a public webinar, serving the service list for R.25-04-010, where the other Portfolio Administrators and other interested parties may provide input on ways to avoid customer and implementer confusion. Thus, because of the steps that CalChoice proposes to collaborate with overlapping Portfolio Administrators to avoid confusion, the Commission certifies that CalChoice’s EE plan has demonstrated compliance with the criteria set forth in PU Code Section 381.1(f)(3). 7 The Commission’s Energy Efficiency Reporting Requirements direct the Portfolio Administrators to submit annual reports that are publicly available. These are used by the Commission to understand how the Portfolio Administrators are making progress in their goals and objectives for their portfolio of EE programs, pursuant to ALJ Ruling Adopting Annual Reporting Requirements for Energy Efficiency and Addressing Related Reporting Issues, dated August 8, 2007. See also Energy Efficiency Policy Manual, Section V. Implementation Oversight and Reporting Requirements, April 2020. 8 D.14-01-033 at 29.
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10 Auditing and Reporting
D.14-01-033 states that a “CCA should conduct financial and management audits of its EE programs and provide a copy of the audits to the CPUC upon request.” The financial audit will consist of a review of the financial statements of the CCA’s EE operations to determine whether the statements are accurate, complete, and consistent with CPUC policy and standard accounting practices. The management audit will assess the CCA’s management procedures and the effective use of resources in implementing its EE portfolio.9
CalChoice states that it performs annual financial audits using generally accepted accounting principles specific to government entities. As a Joint Powers Authority, once CalChoice’s EE plan is certified and their Perform and Save Program begins, its current auditing procedures will be extended to include EE program administration data. This will ensure appropriate accounting controls for EE program funds.
To evaluate the effective use of resources and management procedures, CalChoice will also complete all monthly and quarterly filings and annual reports as directed by the Commission.
These documents will provide the results of program efforts that can be evaluated against the performance metrics identified by CalChoice, including adherence to cost-effectiveness requirements. Thus, the Commission certifies that the CalChoice is compliant with the auditing and reporting requirements set forth in PU Code Section 381.1(f)(4).
Evaluation, Measurement, & Verification Protocols
D.14-01-033 requires the CCA to establish its own Evaluation, Measurement, and Verification (EM&V) protocols, but encourages CCAs to use the same EM&V requirements that apply to other EE Portfolio Administrators. The Commission’s role is to certify that a CCA’s plan includes EM&V protocols and the various roles of the program administrator and CPUC in conducting evaluations. In its AL, the CCA should describe clearly and completely the EM&V protocols it will use.10 9 D.14-01-033 at 29.
10 D.14-01-033 at 29.
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11 CalChoice’s Perform and Save Program complies with the population-level NMEC requirements defined in the Commission NMEC Rulebook version 2.0.11 The Rulebook established program-level Measurement and Verification (M&V) requirements for Population NMEC programs that must be included with the program implementation plan. The Program, as a market driven resource program measuring behind the meter load reduction, will be guided by an evaluation, measurement and verification plan informed by meter data across CalChoice’s joint CCA service area. Additionally, CalChoice will implement standardize rules for formatting and processing program data to ensure the Program delivers its intended benefits, meets regulatory requirements, and supports future improvements.
The Commission certifies CalChoice’s EM&V protocols as set forth in PU Code Section 381.1(f)(5).
Performance Metrics
D.14-01-033 states that “the CCA should provide reports that meet the requirements and format the CPUC has established for IOUs and RENs, as set forth in the Policy Manual.”12 Accordingly, CalChoice states that the proposed Perform and Save Program will deliver the following savings, assuming a budget of $2,703,000 (Table 1). CalChoice will submit regular monthly, quarterly, annual, and any other reports as required that meet the requirements and format established by the Commission.
Table 1. CalChoice’s Perform and Save Program Performance Metrics Metric First Year Lifecycle
Total Budget $270,300 $2,703,000
Gross kWh Savings 0.00 3,685,672
Net kWh Savings 0.00 3,501,388
Gross kW Demand Impact 0.00 302.56
Net kW Demand Impact 0.00 287.43
Total System Benefit (TSB) 0.00 $3,367,444.52
Total Resource Cost (TRC) 0 1.25
Total Program Administrator Cost (PAC) 0 1.44
11 Rulebook for Programs and Projects Based on Normalized Metered Energy Consumption, version 2.0 (Jan. 7, 2020), Available at: https://www.cpuc.ca.gov/-/media/cpuc-website/files/legacyfiles/n/6442463694- nmec-rulebook2-0.pdf
12 D.14-01-033 at 30.
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12 CalChoice provides the following Performance Metrics to indicate progress toward meeting the goals and objectives of CalChoice. The specific objective of PU Code Section 381.1(f) that each metric addresses (if applicable) is included in parenthesis. Program energy savings – 381.1(f)(1), (2)
Cost-effectiveness tool (CET) output
Tracking the Program cost-effectiveness annually (318.1 (f)(2)) Measures installed by customers (381.1(f)(4))
Program energy savings forecasts and energy savings realized (381.1(f)(5)) Total participating customers – (381.1(f)(4))
The Commission certifies CalChoice’s proposed metrics as set forth as compliant with PU Code Section 381.1(f)(6).
COMMENTS
Public Utilities Code section 311(g)(1) provides that this Resolution must be served on all parties and subject to at least 30 days public review. Any comments are due within 20 days of the date of its mailing and publication on the Commission’s website and in accordance with any instructions accompanying the notice. Section 311(g)(2) provides that this 30-day review period and 20-day comment period may be reduced or waived upon the stipulation of all parties in the proceeding.
The 30-day review and 20-day comment period for the draft of this resolution was neither waived nor reduced. Accordingly, this draft resolution was mailed to parties for comments on May 20, 2026. No comments were received.
FINDINGS AND CONCLUSIONS
1. California Choice Energy Authority exercised its election right under Public Utilities Code Section 381.1(e) and (f) (1) – (6) and Decisions 14-01-033 and 24-04-007 by submitting its Energy Efficiency Program Administration Plan as a Tier 3 advice letter to the California Public Utilities Commission and serving it on all parties on the proceedings R.13-11-005, A.22-02-005, and R.25-04-010 on June 9, 2025.
2. Decision 14-01-033 adopted a methodology and definition of terms to determine the maximum amount of eligible funding Community Choice Aggregators may elect to 118
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13 administer. Decision 24-04-007 modified the formula to allow for a cap for statewide and regional programs of 96% of the available energy efficiency funding.
3. California Choice Energy Authority is requesting approval of a combined effort by the Joint CCAs have elected to administer the Perform and Save Program.
4. Using the adopted methodology from Decision 14-01-033 and modified in Decision 24-04-007, the maximum amount of funds California Choice Energy Authority is eligible to collect funds for the administration of their Perform and Save Program of up-to $901,000 annually for three years. CalChoice is requesting a total three-year budget of $2,703,000.
5. Decision 14-01-033 provided further guidance to Community Choice Aggregators who elect to administer energy efficiency programs on how to seek California Public Utilities Commission approval to elect to administer ratepayer funded energy efficiency programs without filing a formal application. The decision adopted the processes in Public Utilities Code Section 381.1(e) – (g) and the June 20, 2012, Administrative Law Judge’s ruling in R.09-11-014.
6. California Choice Energy Authority’s Energy Efficiency Program Administration Plan was approved by its governing board on May 20, 2025, and it contains the plan’s funding requirements, a program description, a cost-effectiveness analysis, and the duration of the program.
7. To administer its Energy Efficiency Program Administration Plan, California Choice Energy Authority seeks $2,703,000 in funds collected by Southern California Edison from California Choice Energy Authority’s customers through non-bypassable charges (specifically, the Procurement Energy Efficiency, EE Stimulus, Energy Efficiency Market Access Program, School Energy Efficiency Program, California Hub for EE Financing, and Energy Efficiency Market Transformation).
8. The California Public Utilities Commission directs Southern California Edison to transfer $2,703,000 to California Choice Energy Authority to implement its Energy Efficiency Program Administration Plan, over the three-year budget request period.
9. California Choice Energy Authority’s Energy Efficiency Program Administration Plan is consistent with the goals of the programs established pursuant to Public 119
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14 Utilities Code Sections 381.1 and 399.4 and Decisions 14-01-033 and 24-04-007 and meets the Public Utilities Code Section 381.1(f)(1) criteria.
10. California Choice Energy Authority’s Energy Efficiency Program Administration Plan meets the cost-effectiveness requirements and thus meets Public Utilities Code Section 381.1(f)(2) criteria.
11. California Choice Energy Authority’s Energy Efficiency Program Administration Plan meets the Public Utilities Code Section 381.1(f)(3) criteria.
12. California Choice Energy Authority’s Energy Efficiency Program Administration Plan meets the Public Utilities Code Section 381.1(f)(4) criteria.
13. California Choice Energy Authority’s Energy Efficiency Program Administration Plan includes evaluation, measurement, and verification protocols established by the Community Choice Aggregator. California Choice Energy Authority’s efficiency evaluation, measurement, and verification proposal meet the Public Utilities Code Section 381.1(f)(5) criteria.
14. California Choice Energy Authority’s Energy Efficiency Program Administration Plan includes metrics that meet the minimal requirements set forth in the Public Utilities Code Section 381.1(f)(6) criteria.
THEREFORE IT IS ORDERED THAT:
1. California Choice Energy Authority’s Energy Efficiency Program Administration Plan, as submitted in advice letter Apple Valley Choice Energy (AVCE) 18-E, Lancaster Energy (LCE) 35-E, City of Palmdale (EPIC) 9-E, Pomona Choice Energy (PCE) 13-E, Pico Rivera Innovative (PRIME) 30-E, Rancho Mirage (RMEA) 16-E, San Jacinto Power (SJP) 28-E, and Santa Barbara Clean Energy (SBCE) 9-E on June 9, 2025, and as supplemented in advice letter AVCE 18-E-A, LCE 35-E-A, EPIC 9-E-A, PCE 13-E-A, PRIME 30-E-A, RMEA 16-E-A, SJP 28-E-A, and SBCE 9-E-A on December 11, 2025, and as further supplemented in advice letter AVCE 18-E-B, LCE 35-E-B, EPIC 9-E-B, PCE 13-E-B, PRIME 30-E-B, RMEA 16-E-B, SJP 28-E-B, and SBCE 9-E-B on March 12, 2026, is certified pursuant to Public Utilities Code Section 381.1(e) and (f) (1) – (6). 120
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15 2. Southern California Edison shall transfer a total of $2,703,000 to California Choice Energy Authority over the three-year budget request period, based on California Choice Energy Authority’s request, which was calculated using the funding cap formula established in Decision 14-01-033 and subsequently modified in Decision 24-04-007. Additionally, California Choice Energy Authority is required to return any unspent funds and file a Tier 1 Advice Letter upon doing so, in accordance with program guidelines.
3. California Choice Energy Authority is required to achieve a Total Resource Cost of 1.0 or greater. If this goal cannot be met, California Choice Energy Authority shall provide a justification for an annual Total Resource Cost of less than 1.0 in its Annual Report and describe their plan to improve TRC.
4. California Choice Energy Authority shall engage in Joint Cooperation Memorandums with Southern California Edison, Southern California Gas Company, Inland Regional Energy Network, and Southern California Regional Network within 90 days of the issuance of this Resolution. The Joint Cooperation Memorandums shall include a plan to avoid customer confusion between similar EE offerings.
5. California Choice Energy Authority shall host a public webinar allowing stakeholder input on the design, launch date, targets, and budget for the Perform and Save Program at least 20 days before the program launch.
This Resolution is effective today.
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16 The foregoing resolution was duly introduced, passed and adopted at a conference of the Public Utilities Commission of the State of California held on July 2, 2026; the following Commissioners voting favorably thereon:
/s/ LEUWAM TESFAI
Leuwam Tesfai
Executive Director
JOHN REYNOLDS
President
DARCIE L. HOUCK
KAREN DOUGLAS
MATTHEW BAKER
Commissioners
Commissioner Christine Harada, being
absent, did not participate in the vote of this
item.
Dated July 2, 2026, at Fort Bragg, California.
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