Cities Index.
Agenda packet

Central Coast Community Energy (3CE) Operations Board
April 9, 2025

Document
Agenda packet
Meeting
April 9, 2025
Body
Central Coast Community Energy (3CE) Operations Board
Pages
478
Original file
28.7 MB
Text extracted from the CCA's file for reading and search. Open the original on pub-3ce.escribemeetings.com. That file is the official record.

3/9/2022 9 Contract Number: ______________

15.12. Non-exclusive Agreement. This Agreement is non-exclusive and both 3CE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

15.13. Construction of Agreement. 3CE and CONTRACTOR agree that each party has fully participated in the review and revision of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendment to this Agreement.

15.14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

15.15. Authority. Any individual executing this Agreement on behalf of 3CE or the CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter into this Agreement on behalf of such party and bind the party to the terms and conditions of this Agreement.

15.16. Integration. This Agreement, including the exhibits, represent the entire Agreement between 3CE and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, between 3CE and the CONTRACTOR as of the effective date of this Agreement, which is the date that 3CE signs the Agreement.

15.17. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the provisions of this Agreement shall prevail and control.

Energy Solutions Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Title:_____________________________ Tom Habashi, CEO
Date: ____________________________ Date: ____________________________ Approved as to Form
BY:______________________________________
Brian Kimball, General Counsel
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Director, Energy Efficiency
3/9/2022
3/11/2022
3/11/2022
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 10 Contract Number: ______________
Approved as to Financial Terms
BY:______________________________________
Jaya Bajpai, Chief Financial Officer
Date: ____________________________
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B 3/10/2022
Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 11 Contract Number: ______________
Exhibit A: Scope of Services
Task 1 - Program Administration
Consultant will collaborate with CCCE to develop, implement, and manage the Program with activities including, but not limited to program budget and tracking and representing CCCE’s interests with third parties and participating contractors. Consultant will host monthly calls to review the status of goals, participant performance, and discuss potential issues and recommendations for improvement.

Activities:
• In Person meetings hosted once per month
Task 2 - Data Reports
Task 2a – Monthly Data Report
Consultant will provide reports to CCCE in a manner that enables confident decision-making and alleviates audit risk. To enable real-time reporting, our software platform, Iris, is designed to provide secure integrated data collection, and reports may be downloaded from Iris at any time. The fields included in these reports are flexible and will be configured to suit CCCE’s preferences.

Consultant will prepare a monthly report with a summary of current participation and performance indicators that are determined by Consultant and approved by CCCE.

These reports will be accessible either through the online application system, delivered via a secure file sharing website, or delivered based on agreed upon terms between CCCE and Consultant.

Deliverables:
• Monthly Report delivered once per month
Task 2b - Full Data Reports
All sales data collected from participants in claims, as well as all data documenting completed validation checks, eligible equipment specifications, and payments to participants, will be saved in Iris and will be available for use in all automated and manual QA/QC processes. Consultant will report on this data Program-to-date, which will include application-level fields such as equipment, installation, customer, and savings data.

Deliverables:
• Raw data provided ad hoc.

Task 3 - Contractor Outreach
Consultant will leverage trade ally outreach efforts of TECH to build and maintain a network of contractors, distributors, and manufacturers to support the Program and ensure contractors in CCCE territory are aware of the higher incentives sponsored by CCCE. Consultant will work with contractors to create installs in CCCE territory and provide support on how to submit applications through the DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 12 Contract Number: ______________
Incentive Clearinghouse. Contractors enrolled in TECH will automatically be enrolled in the CCCE program through an amendment to the TECH Trade Partner Participation Agreement.

Activities:
• Support for contractors in CCCE
Task 4 - Incentive Clearinghouse and Incentive Payments The Incentive Clearinghouse will be the central processing platform for all TECH incentives. This feature will be used for statewide, pilot, and regional incentives offered by TECH, and will be essential to scale and integrate new initiatives as building electrification is more widely adopted. The Incentive Clearinghouse will have the functionality to layer incentives across multiple program administrators. The goals of the Incentive Clearinghouse is to 1) simplify the participant experience by standardizing application requirements and the application submittal process, and 2) create a more comprehensive project data set for public reporting purposes.

Consultant will configure the incentive clearinghouse with Single Family and Multi-Family Incentives.

Consultant will pay process, QA/QC and pay incentives for CCCE on the clearinghouse. Payments to contractors will combine both CCCE and TECH incentives into a single check paid to participants to simplify the payment process.

Activities:
• Configuration of Incentive Clearinghouse with CCCE incentives • Processing and Payment of CCCE Incentive applications.

Estimated Percentage of Time Per Task:

Task Estimated Percent of Time
Task 1 – Program Administration 30%
Task 2 – Monthly Data Reports 20%
Task 3 – Contractor Outreach 20%
Task 4 – Incentive Clearinghouse 30%
Program Duration
Program duration is at the discretion of CCCE, but the current proposal assumes the program will run from July 1, 2022, through July 1st, 2025, or until the budget is spent.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 13 Contract Number: ______________
Program Incentives and Implementation
Incentive Plan
The below tables show the incentive values for HP HVAC and HPWH measures. In all cases, the incentive is limited by the project cost, which will be a required application field. The incentives will be available throughout CCCE territory.

Single Family Incentives
Heat Pump HVAC Measures
TECH plans to offer baseline incentives of $3,000 per unit to all Gas IOU customers in California. TECH is seeking to partner with other program administrators that want to provide incentives to support quicker adoption by supporting an enhanced incentive structure that offers up to $3,600 in additional incentives. Consultant proposes that CCCE funds $1,500 per HP HVAC installation, which will allow the TECH to provide complementary incentives for the installation of higher efficiency equipment with higher installation quality. These CCCE funded incentives will be paid by the Consultant and dispersed through the Incentive Clearinghouse with the TECH funds to provide a seamless experience to market actors.

Table 1: Unitary/Split System Heat Pump HVAC Incentives *Incentives available for installations providing full-home heating/cooling. Load calculations showing the installed mini-/multi-split serves full home will be required as part of the application. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Table 2: Heat Pump HVAC Quality Installation Bonuses
Quality Installation Measure* Qualifier
CCCE
Incentive
per Unit
TECH
Incentive per
Unit**
Total
Incentive per
Unit
Manual J Completed Provide Calculations $0 $600 $600
Duct Testing and Sealing 5% Total leakage or less $0 $600 $600 Equipment
Type
Size
Category
Sub-Category Tier
Seasonal/Part-Load Cooling
Efficiency
HSPF
CCCE
Incentive
per Unit
TECH
Incentive
per
Unit**
Total
Incentive
per Unit
Unitary Split
System and
mini/multi-split
< 5.4 tons Ducted
Baseline HP Replacement $1,500 $1,500 $3,000
1 16.0 SEER 9.5 $1,500 $2,400 $3,900
2 18.0 SEER 10.0 $1,500 $3,300 $4,800
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 14 Contract Number: ______________
Field Measured Performance
(based on ASHRAE 221-2020)
Heating System Performance Ratio (HSPr)
or Cooling System Performance Ratio
(CSPr) = 80% or better
$0 $600 $600
*Incentives only available as add-on bonuses to heat pump installation. **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

The HP HVAC measures are for gas to heat pump conversion scenarios only. In all cases, the applicant must show that the gas equipment has either been fully decommissioned or setup to run in emergency scenarios only. In addition, the HP HVAC incentives are based on heat pumps that provide full-home heating and cooling. The incentives are available in cases when the customer does not have previous cooling.

CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit.

Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit*
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Heat Pump Water Heater Measures
The Program will offer incentives for customers converting from a gas, propane, or electric resistance water heater to HPWH. In all cases, the Program will require applicants to provide evidence of the previous unit’s fuel type to obtain the incentive. Like the HP HVAC measures, TECH plans to offer baseline incentives for HPWH’s but will offer an enhanced incentive structure (up to a total of $6,600) for partners that want to provide incentives for these technologies. The enhanced incentive structure will support additional incentives for replacing electric resistance water heaters and for panel upgrades needed in conjunction with HPWH installations. Consultant proposes that CCCE offer $1,500 for gas to electric conversions. These incentives will be funded by CCCE and distributed by the Consultant with the complimentary TECH incentives. This contribution of funding enables TECH to offer complimentary incentives that are more attractive for replacing electric resistance replacement, and enable electric panel upgrades, overcoming a major barrier to many installations.

Table 3: Heat Pump Water Heater Incentives
Previous WH Fuel
Type HPWH Capacity
CCCE
Incentive
per Unit
TECH
Incentive
per Unit*
Total
Incentive
per Unit
Natural Gas/Propane
< 55 Gallons $1,500 $1,600 $3,100
> 55 Gallons $1,500 $2,300 $3,800
Electric resistance All $0 $1,500 $1,500
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 15 Contract Number: ______________
Table 4: Panel Upgrade/Smart Load Center Incentives
Measure Category Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit**
Total
Incentive
per Unit
Panel upgrade Up to 200 amps
$1,000 $1,800 $2,800
Smart Load Center* None
*Incentives only available as add-on bonuses to heat pump water heater installation **TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

The incentive rates for natural gas or propane to HPWH are differentiated to support upsizing HPWHs to ensure the units have capacity to run primarily in heat pump mode, while also having load available to shift out of peak demand periods.

TECH will offer panel upgrade incentives for customers sizing up to 200 amps or installing a smart load center if the smart load center increases the effective panel capacity to support the added electrical load from the HPWH.

CCCE would also be funding a low-income adder, with a flat rate of $1,000/unit Measure Qualifier
CCCE
Incentive
per Unit
TECH
Incentive
per Unit
Total
Incentive
per Unit
Low-Income Kicker CARE/FERA enrollment $1,000 $0 $1,000 Consultant will re-evaluate incentive levels and participation after the first year, 2022, to determine whether the incentive design should be updated to meet the needs of CCCE and TECH. The soon to be released 120-volt “plug-in” HPWHs will be eligible for the incentive amount associated with the previous water heater fuel type. Consultant may establish a future measure category specifically available for the 120-volt HPWHs once more data on unit install cost are collected.

Multi-Family Incentives
Multifamily incentives are proposed to be 50% of current TECH offering for market rate incentives and 100% of the TECH incentives for low income. These incentives reflect similar incentives offered by other Program Administrators in the state and can be layered directly with the TECH incentives. This format will ensure that there is little confusion with multifamily contractors.

Gas to Electric HPWH
DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 16 Contract Number: ______________
Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH
Layered
Incentives*
Gas/propane to HPWH - unitary $700 $1,400 $1,400
upsizing kicker Gas/propane to
HPWH - unitary
$350 $700 $700
non HPWH to HPWH - central $600 $1,200 $1,200
upsizing kicker non HPWH to
HPWH - central
$300 $600 $600
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

Gas to Electric HP HVAC Incentives
Measure CCCE Market Rate
Incentives
CCCE Low
Income
Incentives
TECH Layered
Incentives*
Split or Rooftop HP - individual apt. $1,000 $2,000 $2,000 PTHP, SPVHP, unitary through the
wall - individual apt.
$250 $500 $500
PTHP, SPVHP, unitary through the
wall - individual apt. (Variable
capacity/inverter driven (previous
heat source = all except PTHPs)
$500 $1,000 $1,000
HP HVAC - multiple apts. $500 $1,000 $1,000
Split or Rooftop HP - common area $900 $1,800 $1,800
PTHP, SPVHP, unitary through the
wall - common area
$150 $300 $300
PTHP, SPVHP, unitary through the
wall - common area (Variable
capacity/inverter driven, previous
heat source = non HP systems)
$400 $800 $800
Panel/Electrical service upgrade $700 $1,400 $1,400
*TECH incentives are shown for display purposes and are subject to change based on TECH Program decisions.

Energy Solutions will inform CCCE of any potential changes to TECH incentives.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 17 Contract Number: ______________
Exhibit B: Payment Terms
Incentive Reimbursement
Consultant will pay incentives and be reimbursed by CCCE to simplify payment process. Consultant will provide invoices with details of incentive payments as well as fixed price and performance payments in an agreed upon between Consultant and CCCE. Invoices will be submitted to CCCE by the 15th of each month.

Budget
Consultant will be compensated with an administration budget based on a fixed price (Fixed Price Start-Up Fee) and performance basis (Performance Payment). The Fixed Price Start-Up Fee and Performance Payment covers all the services in the Scope of Work. The Fixed Price Start-Up Fee covers costs associated with Program start-up, including 1) contractor outreach and enrollment across CCCE’s service area, 2) coordination with additional TECH activities, and 3) configuration of the Incentive Clearinghouse. The Program Implementation Fee covers ongoing services described in the Scope of Work. The Fixed Price Start-Up Fee shall be $50,000 and the Program Implementation Fee shall be 10% of all incentives paid out over $500,000. Associated with Program start-up, the Fixed Price Start-Up Fee will be invoiced upon receiving the Program’s first claim through the Incentive Clearinghouse and satisfactory demonstration of completed activities 1 – 3 above. Table 6 below provides the key performance indicators and budget for the Program.

Table 5: Budget and Participation Estimates
Key Metric Total
Estimated HP HVAC Units 667
Estimated HPWH Units 400
Incentive Reimbursement $1,600,000
Total Administration Costs $160,000
Fixed Price Start-Up Fee $50,000
Program Implementation Fee $110,000
Total Costs $1,760,000
Table 6. Budget per Category
Category Minimum Budget Maximum Budget Per Project
Single Family (SF) $600,000 $100,000*
Multi-Family (MF) $400,000 $100,000
Low-Income (SF or MF) $200,000 $200,000
*Includes large group single family projects such as a military base.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 18 Contract Number: ______________
These budgets per category are intended to promote geographic equity and diversity across the Program’s projects. Incentive caps per category may be changed through agreement with both parties and documented in email.

Exhibit C: Procedures for Unauthorized Release of Covered Information SCOPE
CONTRACTOR hereby agrees to adhere to these Procedures for detecting and reporting the unauthorized release of Covered Information, including Protected Personal Information (“PPI”).

These Procedures apply to the following unauthorized release activities:

1. Unauthorized access

2. Unauthorized destruction

3. Unauthorized use

4. Unauthorized modification

5. Disclosure to third parties for Secondary Purposes (see below)

DEFINITIONS
Covered Entity – (1) any Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers), or any third party that provides services to a Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers) under contract, (2) any third party who accesses, collects, stores, uses or discloses covered information pursuant to an order of the Commission, unless specifically exempted, who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers), or (3) any third party, when authorized by the customer, that accesses, collects, stores, uses, or discloses covered information relating to 11 or more customers who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers).

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 19 Contract Number: ______________
Covered Information -- any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure when associated with any information that can reasonably be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include usage information from which identifying information has been removed such that an individual, family, household or residence, or non-residential customer cannot reasonably be identified or re-identified. Covered information, however, does not include information provided to the California Public Utilities Commission (the “Commission”) pursuant to its oversight responsibilities.

Primary Purposes – The “primary purposes” for the collection, storage, use, or disclosure of covered information, as outlined in Rule 1(c) of Attachment B, are to:

1. Provide or bill for electrical power or gas,

2. Provide for system, grid, or operational needs,

3. Provide services as required by state or federal law or as specifically authorized by an order of the Commission, or

4. Plan, implement, or evaluate demand response, energy management, or energy efficiency programs under contract with a Community Choice Aggregator or and Electrical Service Provider (when providing service to residential or small commercial customers), under contract with the Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

Secondary Purposes – “Secondary purpose” means any purpose that is not a primary purpose.

Non-Covered Entity – “Non-Covered Entity” means any entity not defined as a Covered Entity.

Responsible Parties -- 3CE, CONTRACTOR, and any staff, employees, or sub consultants contracted by 3CE or CONTRACTOR.

PROCEDURE
Detecting and Reporting of Unauthorized Releases

1. All Responsible Parties are required to protect Covered Information from unauthorized release activities as set forth above.

2. Any request by any non-Covered Entities, for access to Covered Information must be reviewed and approved by an 3CE manager level employee to ensure no unauthorized or inadvertent release of Covered Information.

3. All authorized releases of Covered Information to Non-Covered Entities shall be logged and reported to 3CE on a quarterly basis.

4. Any discovery of any unauthorized release of Covered Information must be reported to 3CE within one week of detection.

Unauthorized Release Handling Procedure

1. The discovering party after detecting, or discovery of, the unauthorized release of Covered Information must contact 3CE’s Dir. of Finance and Administration (or another executive manager) immediately.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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3/9/2022 20 Contract Number: ______________

2. CONTRACTOR will quantify and validate the type and extent of unauthorized release and report that information to 3CE’s Dir. of Finance and Administration in writing with sufficient detail for 3CE to determine the extent and impact of the unauthorized release.

3. CONTRACTOR shall prepare a written annual report of all discoveries of unauthorized releases of Covered Information.

Review and Training

1. At least annually, CONTRACTOR will review these Procedures with its staff, employees, or sub consultants.

2. Any proposed changes to these Procedures shall be provided in writing to 3CE’s Dir. of Finance and Administration for their consideration.

DocuSign Envelope ID: D2DC84CA-DDED-44EC-B04E-3C8EFC07B99B Docusign Envelope ID: 932524EC-BED6-4B36-B7B0-F48227D8A0BE

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Staff Report Item 15
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Juan Lopez, Director of Finance
SUBJECT: Approve and authorize the CEO to execute Amendment No. 2 and ratify Amendment No. 1 to the agreement with Calpine Energy Solutions to provide data management and call center services
DATE: April 9, 2025
RECOMMENDATION:

Approve and authorize the Chief Executive Officer to execute Amendment No. 2 and ratify Amendment No. 1 to the agreement with Calpine Energy Solutions to provide data management and call center services.

BACKGROUND:

In 2021, 3CE issued a Request for Proposals (RFP) for a data manager vendor to serve as its single vendor to service all customers. A data manager vendor fulfills a vital role in supporting core functions for 3CE— specifically billing and accounts receivable (AR). A data manager can also provide call center services where the vendor works with 3CE to be a key touchpoint for 3CE customers. Timely and reliable performance in these areas is essential to maintaining financial stability and ensuring customer satisfaction. Moreover, the data generated through billing and AR processes is critical to a wide range of functions, decision-making activities, and the financial integrity of the agency. 3CE awarded the agreement to Calpine Energy Solutions (Calpine) based on their performance and extensive experience working with other California community choice aggregators (CCAs). On April 13, 2022, the Operations Board authorized the Chief Executive Officer to execute a data management and call center services agreement for a three-year term and a not-to-exceed amount of $11,960,000.

Calpine began operating as 3CE’s single data manager for its entire service area on October 1, 2022, and has continued to provide these essential services, including through expansion in 3CE’s service area, including the 2025 enrollment of the County of San Luis Obispo and City of Atascadero.

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DISCUSSION/ANALYSIS:
3CE serves over 515,000 customers, requiring robust data management and highly accurate billing processes. Over the past three years, Calpine’s services have been crucial to effective billing and customer call center operations. Critical billing system processes are at the core of these services, including the daily ingestion of customer meter data from PG&E and SCE and the reconciliation of data discrepancies to ensure timely and accurate billing. Over this time, Calpine has served 19 CCAs across the state and has served CCA clients for over ten years.

Calpine provides 3CE with end-to-end data management, billing administration, and customer service support. Their services include managing electronic data exchanges with PG&E and SCE, handling the backend of customer enrollments, billing, payments, and rate schedule updates. They maintain a robust customer relationship management (CRM) system and data warehouse that allow 3CE to access detailed usage, billing, and program participation data. Calpine also operates a multi-language call center to handle customer inquiries and escalations, ensures accurate and timely billing, including for programs like Net Energy Metering (NEM), and provides comprehensive reporting and analytics. In addition, Calpine supports ad hoc projects that impact regulatory compliance and energy programs, helping 3CE manage operations efficiently and respond to evolving program and compliance needs. 3CE executed amendment No. 1 to the agreement on March 2, 2023, which added a $100,000 bill credit for the usability of data in the Calpine data warehouse. 3CE is expected to reach its not-to-exceed (NTE) by June 2025. Hence, staff negotiated a second amendment to the agreement to ensure services continue for the rest of the fiscal year while incorporating billing support of the California Energy Commission's (CEC) Market Informed Demand Automation Server (MIDAS) program and an annual cost escalator to the per meter monthly fee.

Because Calpine provides essential billing and data services that are fully integrated with PG&E and SCE and critical to 3CE’s operations, staff recommends that an NTE be excluded from the agreement moving forward. Calpine’s institutional knowledge, billing accuracy, and support for programs like NEM and the Hourly Flex Pricing Pilot make them uniquely positioned to meet 3CE’s needs. Changing vendors without sufficient planning would introduce significant risk, cost, and potential disruption. Excluding an NTE amount allows 3CE the flexibility to adapt to evolving regulatory and operational demands while preserving service continuity with a proven partner over the coming years. 3CE will continue to collaborate with Calpine to ensure that its agreement has a scope that meets the agency's operational needs. If amendments are required to the scope of services, they will be presented to the Operations Board. 3CE is expected to work independently or collaboratively with other CCAs to issue an RFP for data manager and call center services within the next two years. This will ensure the

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agency has enough time to evaluate the market and mitigate any risk in the potential transition to alternative vendors.

FISCAL IMPACT:

The FY 2024-25 cost for this agreement is estimated at $5,500,000, with a total projected cost of $13,375,000 over the initial term of the agreement that ends September 30, 2025. The FY 2024-25 Adopted Budget includes appropriations to cover the agreement's cost. As drafted in the second amendment, the agreement will include an annual cost escalator effective October 1, 2025, for the per-meter, per-month fee based on the Consumer Price Index (CPI) for the West Region. The cost escalator is capped at a maximum of 4% per year. The total contract amount for a total of five years (October 1, 2022 – September 30, 2027) is estimated to be $25,350,000.

CONCLUSION:

It is recommended that the Operations Board approve and authorize the CEO to execute Amendment No. 2 and ratify Amendment No. 1 to the agreement with Calpine to ensure that 3CE’s data management and call center services retain the flexibility to adapt to evolving regulatory and operational demands while preserving service continuity.

ATTACHMENT(S):

1. Proposed Amendment No. 2 Agreement with Calpine Energy Solutions

2. Amendment No. 1 and Agreement with Calpine Energy Solutions

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3/26/2025 1 Contract Number: FIN-2023-041
AMENDMENT NO. 2

TO SERVICES AGREEMENT BETWEEN CALPINE ENERGY SOLUTIONS, LLC AND CENTRAL COAST

COMMUNITY ENERGY
This Amendment No. 2 to the Services Agreement (“Agreement”), which was effective on April 13, 2022, is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and Calpine Energy Solutions, LLC (“CONTRACTOR”); (3CE and CONTRACTOR are referred to herein as “party,” or collectively, as the “Parties”), with respect to the following:

RECITALS
WHEREAS, 3CE and CONTRACTOR entered into the Agreement on April 13, 2022, to provide goods and/or services generally described as data management and contact center services to support 3CE operations in an amount not to exceed $11,960,000; and
WHEREAS, 3CE and CONTRACTOR executed Amendment No. 1 on March 2, 2023, to provide a $100,000 bill credit to 3CE in recognition of the unavailability of essential data in Contractor’s data warehouse; and
WHEREAS, 3CE seeks to continue data management and contact center services throughout and after the Initial Term of October 1, 2022, to September 30, 2025, by removing the not-to-exceed provision, incorporating an annual Consumer Price Index (CPI) adjustment to the monthly per meter fee, and expanding the Scope of Work to include MIDAS support.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations of this Amendment, the Parties agree to amend the Agreement as follows:

The Agreement is hereby amended on the terms and conditions set forth in the Agreement, except as specifically set forth below.

1. Amend Section 2.1 to read as follows:
3CE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B for the Initial Term and subsequent Renewal Terms, as applicable, subject to the limitations set forth in this Agreement.

2. Exhibit A: Scope of Services, Item 4 (Billing Administration) shall be amended to add sub-item n:
n. Billing support of the California Energy Commission's (CEC) Market Informed Demand Automation Server (MIDAS) program.

The remaining portions of Exhibit A shall remain unchanged.

3. Exhibit B: Payment Terms, Item 1 shall be replaced in its entirety as follows:

1. Service Fees shall be as follows:
a. Contractor shall waive 3CE data management service fees provided in support of 3CE’s SCE service territory from February 1, 2022 through October 1, 2022 b. Monthly Service Fee for Full Territory Data Management Services, expected to begin October 1, 2022

1. $25,000 per month, fixed fee; and
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3/26/2025 2 Contract Number: FIN-2023-041

2. $0.85 per meter per month for each meter served by 3CE in the month; and

3. Effective October 1, 2025, the per-meter, per-month fee shall be subject to an annual adjustment based on the Consumer Price Index (CPI) for the West Region. The reference value shall be the CPI published for December of the preceding calendar year, with any increase capped at a maximum of 4% per year.

Except as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment No. 2 and shall continue in full force and effect.

4. This Amendment No. 2 shall become effective as of the date of execution by both Parties, and a fully executed copy shall be attached to the original Agreement for reference.

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3/26/2025 3 Contract Number: FIN-2023-041
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.

Calpine Energy Solutions, LLC Central Coast Community Energy By: By:

Sean Fallmer, President Robert M. Shaw, Chief Executive Officer Date: Date:

Approved as to Form
By:

Marina Pantchenko, Deputy General Counsel
Date:

Approved as to Financial Terms
By:

Dewayne Woods, Chief Financial Officer
Date:
4/1/2025
Docusign Envelope ID: B5AEDCED-3293-42D8-98D7-8F2810EBD69C 4/1/2025
4/1/2025

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DocuSign Envelope ID: 586521BD-94BA-4972-BFB6-84FAD598C781 1 Contract Number: FIN-2023-041
AMENDMENT NO. 1

STANDARD SERVICES AGREEMENT

BETWEEN CENTRAL COAST COMMUNITY ENERGY

AND CALPINE ENERGY SOLUTIONS, LLC
THIS AMENDMENT is executed by and between Calpine Energy Solutions (“Contractor”) and Central Coast Community Energy (“3CE”), and will amend the prior agreement between the parties entitled Standard Services Agreement which was effective on April 13, 2022.

WHEREAS, the parties desire to amend their agreement to provide a $100,000 bill credit to 3CE in recognition of the unavailability of essential data in Contractor’s data warehouse that has necessitated 3CE to commission and pay another party to modify its data warehouse design and ingest the relevant essential data from a 3rd party source.

NOW, THEREFORE, the parties hereto agree asfollows:

1. This amendment shall be effective on the date signed by all parties below.

2. Exhibit B, Item 2 shall be amended in its entirety as follows:

Waiver of Service Fees
a. Contractor will waive $2,600,000 in service fees asfollows. b. $1,600,000 in fee waivers will be applied to all invoices for services provided from February 2022, forward, and will continue to be applied against service fees until exhausted. For the avoidance of doubt, these fee waivers will be in addition to those in 1 above. c. After the initial $1,600,000 in Service Fee waivers noted in 2.b above is exhausted, an additional $1,000,000 in service fee waivers will be spread out in equal amounts over 12 months and applied to each successive invoice until exhausted.

3. That in all other respects the prior agreement of the parties shall remain in full force and effect except as amended herein.

Calpine Energy Solutions, LLC
BY:

Drake Welch, Senior Vice President, CCA
Business Unit
Central Coast Community Energy
BY:

Robert M. Shaw, CEO
Date: 3/2/2023 Date: 3/2/2023
Approved asto Form
BY:

Brian Kimball, General Counsel
Date: 3/2/2023

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DocuSign Envelope ID: 586521BD-94BA-4972-BFB6-84FAD598C781 2 Contract Number: FIN-2023-041
Approved asto Financial Terms
BY:

Jaya Bajpai, Chief Financial Officer
Date: 3/2/2023

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CENTRAL COAST COMMUNITY ENERGY

STANDARD SERVICES AGREEMENT
This Agreement is made by and between CENTRAL COAST COMMUNITY ENERGY (“CCCE”) and CALPINE ENERGY SOLUTIONS, LLC (hereinafter “CONTRACTOR”), a California Limited Liability Company with its principal place of business located at 401 West A Street, San Diego, CA 92101. CCCE and CONTRACTOR may be individually referred to herein as “Party” or collectively as “Parties”.

In consideration of the mutual covenants and conditions set forth in this Agreement, the Parties agree as follows:

1. GENERAL DESCRIPTION

1.1. CCCE hereby engages CONTRACTOR to perform, and CONTRACTOR hereby agrees to perform, the services described in Exhibit A in conformity with the terms of this Agreement.

The goods and/or services are generally described as: Data Management and Contact Center Services.

2. PAYMENT PROVISIONS

2.1. CCCE shall pay the CONTRACTOR in accordance with the payment provisions set forth in Exhibit B, subject to the limitations set forth in this Agreement. The total amount payable by CCCE to CONTRACTOR under this Agreement shall not exceed the sum of $11,960,000.

3. TERM OF AGREEMENT

3.1. The term of this Agreement is from October 1, 2022 to September 30, 2025 (“Initial Term”), unless sooner terminated pursuant to the terms of this Agreement. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless one Party provides written notice to the other Party at least one hundred and eighty (180) calendar days in advance of the end of the then existing term that it does not wish to renew. This Agreement is of no force or effect until signed by both the CONTRACTOR and CCCE, with CCCE’ execution to be last in time. CONTRACTOR may not commence work under this Agreement before CCCE signs this Agreement.

3.2. CCCE reserves the right to cancel this Agreement, or any extension of this Agreement, without cause with thirty (30) days written notice, or with cause immediately, as per Section 7 of this agreement.

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4. SCOPE OF SERVICES AND ADDITIONAL PROVISIONS

4.1. The following attached exhibits are incorporated herein by reference and constitute a part of this Agreement:

4.2. Exhibit A: Scope of Services

4.3. Exhibit B: Payment Terms

4.4. Exhibit C: Procedures for Unauthorized Release of Covered Information

4.5. Exhibit D: Data Content and Frequency

5. PERFORMANCE STANDARDS

5.1. CONTRACTOR warrants that CONTRACTOR AND CONTRACTOR’s agents, employees, and subcontractors performing services under this Agreement are specially trained, experienced, competent, and appropriately licensed to perform the work and deliver the services required under this Agreement and are not employees of CCCE or immediate family of an employee of CCCE.

5.2. CONTRACTOR and CONTRACTOR’s agents, employees, and subcontractors shall perform all work in a safe and skillful manner and in compliance with all applicable laws and regulations.

All work performed under this Agreement that is required by law to be performed or supervised by licensed personnel shall be performed in accordance with such licensing requirements.

5.3. CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the terms of this Agreement, except as otherwise specified in this Agreement. CONTRACTOR shall not use CCCE premises, property (including equipment, instruments, or supplies) or personnel for any purpose other than in the performance of its obligations under this Agreement.

6. PAYMENT CONDITIONS

6.1. Prices shall remain firm for the initial term of the Agreement and, thereafter, may be adjusted annually as provided herein. CCCE does not guarantee any minimum or maximum amount of dollars to be spent under this Agreement.

6.2. Negotiations for fee changes shall be commenced, by CONTRACTOR, a minimum of ninety days (90) prior to the expiration of the Agreement. Fee changes are not binding unless mutually agreed upon in writing by CCCE and the CONTRACTOR.

6.3. Invoices shall be submitted monthly on a form acceptable to CCCE and provide sufficient detail, as determined by CCCE, of services rendered for the invoiced period.

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6.4. CCCE shall certify the invoice for payment in either the amount requested, or in such other amount as CCCE determines is due in conformity with this Agreement. Invoices shall be certified and paid within 30 days of submission to CCCE.

7. TERMINATION

7.1.CCCE may cancel and terminate this Agreement for good cause effective immediately upon written notice to CONTRACTOR. “Good cause” includes the failure of CONTRACTOR to perform the required services at the time and in the manner provided under this Agreement. If CCCE terminates this Agreement for good cause, CCCE may be relieved of the payment of any consideration to CONTRACTOR, and CCCE may proceed with the work in any manner, which CCCE deems proper. The cost to CCCE shall be deducted from any sum due the CONTRACTOR under this Agreement.

7.2.Contractor may terminate this Agreement for good cause effective immediately upon written notice to CCCE. “Good cause” includes the failure of CCCE to make timely payment, which has not
been cured after 30 days written notice of such default. If CONTRACTOR terminates this Agreement for good cause, CONTRACTOR shall be relieved of any and all then-present and future obligations to CCCE.

7.3. Orderly Transition of Services at Termination or Expiration:

7.3.1. Upon notice of expiration or termination, in whole or in part, of this Agreement, CONTRACTOR shall take commercially reasonable steps to ensure an orderly and effective transfer of all data, documents and other materials to CCCE or a new services provider in a timely manner, in an industry standard format or formats, and in a manner such as to attempt to minimize the impact of expiration or termination on CCCE’s customers. (“Transition Assistance”).

7.3.2. The “Transition Assistance Period” shall be mutually determined by CCCE and CONTRACTOR, but in no event longer than 180 calendar days commencing on the sooner of either the expiration of this Agreement or either party’s service of a notice to terminate this Agreement.

7.3.3.CONTRACTOR shall develop with reasonable assistance from CCCE a written transition plan specifying in detail all activities, and the timing of such activities, necessary to facilitate an orderly and effective transition of services (“Transition Plan”). The Transition Plan must be delivered to CCCE within 21 days of receipt of notice of termination. CCCE must affirmatively approve the Transition Plan. If CCCE and CONTRACTOR are unable to mutually agree on the Transition Plan, CCCE shall have the right to withhold payments

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under this Agreement until mutual agreement is reached. NOTE under the Transition Plan Contractor shall

7.3.3.1. Provide to CCCE customer data and documentation, and other CONTRACTOR non-proprietary information reasonably requested by CCCE in connection with the transition that is reasonably sufficient to enable a new services provider to fully assume the provision of the transitioning services. CONTRACTOR shall provide transition assistance in such a manner as to attempt to reasonably: (a) ensure the uninterrupted performance of the Services, (b) with no degradation in quality, and (c) to avoid disruption in the operation. If CCCE is the defaulting Party, CCCE agrees to pay CONTRACTOR reasonable compensation for additional services performed in connection with such transfer, to the extent not otherwise provided for or contemplated in the Agreement.

7.3.3.2. Provide to CCCE all information and data in CONTRACTOR’s possession in a format mutually agreed by the Parties, as well as any additional documentation relating to the customer call center services which CONTRACTOR believes may be necessary or useful to enable the orderly and effective transition of such call center services to CCCE or successor contractor.

8. INDEMNIFICATION

8.1. CONTRACTOR shall defend, indemnify and hold harmless CCCE and Its board members. officers, agents, and employees, ("CCCE indemnitee(s}") from any claim, liability, loss, injury or damage to the extent arising out of or resulting from the acts or omissions of the CONTRACTOR, CONTRACTOR’s employees or subcontractors.

8.2. CCCE or the applicable CCCE Indemnitee will provide CONTRACTOR with prompt notice of any claim described in this Section and control of the defense, using counsel reasonably acceptable to CCCE. CONTRACTOR will consult with CCCE regarding the defense of any claim and will not settle such claim without the consent of CCCE, which consent shall not be unreasonably withheld.

9. INSURANCE REQUIREMENTS

9.1.Prior to commencement of this Agreement, the CONTRACTOR shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained. This verification of coverage shall be sent to CCCE.

9.2. Without limiting CONTRACTOR’s duty to defend and indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:

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9.3. Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.

9.4. Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.

9.5. Workers’ Compensation Insurance, if CONTRACTOR employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.

9.6. Professional Liability Insurance, if required for the professional services being provided, (e.g., those persons authorized by a license to engage in a business or profession regulated by the California Business and Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in the course of rendering professional services. If professional liability insurance is written on a “claims-made” basis rather than an occurrence basis, the CONTRACTOR shall, upon the expiration or earlier termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits. Any such tail coverage shall continue for at least three years following the expiration or earlier termination of this Agreement.

9.7. Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of three years following the date CONTRACTOR completes its performance of services under this Agreement.

9.8. Commercial general liability and automobile liability policies shall include CCCE, its Directors, Board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of the CONTRACTOR’s work in this Agreement, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by CCCE.

10. RECORD AND CONFIDENTIALITY

10.1. CONTRACTOR and its officers, employees, agents, and subcontractors shall comply with any and all federal, state, and local laws, which provide for the confidentiality of records and other information. CONTRACTOR shall not disclose any confidential records or other confidential information received from CCCE or prepared in connection with the performance of this Agreement, unless CCCE specifically permits CONTRACTOR to disclose such records or information. CONTRACTOR shall promptly transmit to CCCE any and all requests for

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disclosure of any such confidential records or information. CONTRACTOR shall not use any confidential information gained by CONTRACTOR in the performance of this Agreement except for the sole purpose of carrying out CONTRACTOR’s obligation under this Agreement.

10.2. Confidential Information specifically includes Covered Information (as defined in Exhibit C), including Protected Personal Information (“PPI”) that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, with a consumer, household, or customer account. All such Covered Information and PPI must fully be protected from disclosure as set forth in California Public Utility Commission Decision D.1208.045. In the event of an unauthorized release of Covered Information and PPI, CONTRACTOR shall comply with Exhibit C, Procedures for Unauthorized Release of Covered Information.

10.3. Upon expiration or termination of this Agreement, CONTRACTOR shall return to CCCE any CCCE records which CONTRACTOR used or received from CCCE to perform services under this Agreement.

10.4. CONTRACTOR shall prepare, maintain, and preserve all reports and records that may be required by federal, state, and local rules and regulations related to services performed under this Agreement. CONTRACTOR shall maintain such records for a period of at least three years after receipt of final payment under this Agreement. If any litigation, claim, negotiation, audit exception, or other action relating to this Agreement is pending at the end of the three-year period, then CONTRACTOR shall retain said records until such action is resolved.

10.5. CCCE shall have the right to examine, monitor and audit all records, documents, conditions, and activities of the CONTRACTOR and its subcontractors related to services provided under this Agreement. Pursuant to Government Code section 8546.7, if this Agreement involves the expenditure of public funds in excess of $10,000, the parties to this Agreement may be subject, at the request of CCCE or as part of any audit of CCCE, to the examination and audit of the State Auditor pertaining to matters connected with the performance of this Agreement for a period of three years after final payment under the Agreement.

10.6. CONTRACTOR owns all rights in and to any of the following work product (including electronic equivalents) without restriction or limitation upon their use, and immediately when and as created by CONTRACTOR or any other person engaged directly or indirectly by CONTRACTOR to perform CONTRACTOR’s services pursuant to this Agreement including:
proprietary information contained in reports, CONTRACTOR data (excluding CCCE Data), software, models, and templates (collectively “Work Product”).

10.7. CONTRACTOR shall be deemed to be the author of the Work Product for purposes of copyright, trademark and patent. CONTRACTOR hereby assigns to the CCCE a perpetual license to use the reports generated by CONTRACTOR for the CCCE.

10.8. As between the Parties, CCCE owns all right, title and interest in and to all CCCE Data.

Upon the expiration of this Agreement, or in the event of termination, CCCE Data, in whatever

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form and in any state of completion, shall remain the property of CCCE and shall be promptly returned to CCCE. Upon termination, CONTRACTOR may make and retain a copy of such contract materials if permitted by law. Notwithstanding the foregoing, CCCE recognizes that some residual copies of all or part of CCCE Data may reside on CONTRACTOR servers coincident to system backups (“Residual Backups”) and the existence of same shall not be deemed to violate this Agreement, provided that (i) CONTRACTOR does not utilize such copies for its own economic benefit in the marketplace and (ii) CONTRACTOR maintains the confidentiality thereof in accordance with applicable laws.

10.9. “CCCE Data” refers to all data and information provided, collected, or produced on CCCE behalf in connection with the services provided under this Agreement; including, but not
limited to, confidential personally identifiable information or utility customer data protected under state privacy laws, billing data, usage data, SQMD, enrollment information, contact history, and any other confidential or proprietary information that relates to current, prospective, or former CCCE customers.

11. NON-DISCRIMINATION

11.1. During the performance of this Agreement, CONTRACTOR, and its subcontractors, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in CONTRACTOR’s employment practices or in the furnishing of services to recipients. CONTRACTOR shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination. CONTRACTOR and any subcontractor shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

12. INDEPENDENT CONTRACTOR

12.1. In the performance of work, duties, and obligations under this Agreement, CONTRACTOR is at all times acting and performing as an independent contractor and not as an employee of CCCE. No offer or obligation of permanent employment with CCCE and CONTRACTOR shall not become entitled by virtue of this Agreement to receive from CCCE any form of employee benefits including but not limited to sick leave, vacation, retirement benefits, worker’s compensation coverage, insurance or disability benefits. CONTRACTOR shall be solely liable for and obligated to pay directly all applicable taxes, including federal and state income taxes and social security, arising out of CONTRACTOR’s performance of this Agreement. In connection therewith, CONTRACTOR shall defend, indemnify, and hold CCCE harmless from any and all liability which CCCE may incur because of Contractor’s failure to pay such taxes

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13. NOTICES

13.1. Notices required under this Agreement shall be delivered personally or by first-class, postage pre-paid mail to CCCE and CONTRACTOR’s contract administrators at the addresses listed below:

Central Coast Community Energy Calpine Energy Solutions, LLC Chief Financial Officer Attn: Legal Dept.
70 Garden Court, Suite 300 401 West A Street, Suite 500 Monterey, CA 93940 San Diego, CA 92101

14. MISCELLANEOUS PROVISIONS

14.1. Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire any interest during the term of this Agreement, which would directly, or indirectly conflict in any manner or to any degree with the full and complete performance of the services required to be rendered under this Agreement. Notwithstanding anything in the foregoing to the contrary, however, CONTRACTOR is not prohibited from conducting its business with potential customers in CCCE territory, either due to a business opportunity already known to CONTRACTOR as of the date of this Agreement, or made known to CONTRACTOR, other than through CCCE, in the ordinary course of CONTRACTOR’s business. For the avoidance of doubt, any information, including but not limited to customer names, usage, data, etc., that CONTRACTOR knows of, learns of or is provided to CONTRACTOR by a third party in the ordinary course of CONTRACTOR’s business other than the performance of the services under this Agreement shall not be deemed to be confidential information for purposes of this Agreement, even if it is the same or similar information such as would be confidential information, if provided to CONTRACTOR pursuant to this Agreement.

14.2. Amendment. This Agreement may be amended or modified only by an instrument in writing signed by CCCE and the CONTRACTOR.

14.3. Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by CCCE and the CONTRACTOR. A waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.

14.4.Contractor. The term “CONTRACTOR” as used in this Agreement includes CONTRACTOR’s officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Agreement.

14.5. Disputes. CONTRACTOR shall continue to perform under this Agreement during any dispute, and CCCE shall continue to make timely payment hereunder.

14.6. Assignment and Subcontracting.

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14.6.1. Assignment. CONTRACTOR may assign this Agreement (without consent} to a surviving entity in the case of a merger, acquisition, change of control or sale of substantially all its assets or voting stock. If CCCE determines in its sole discretion, acting reasonably, that such an assignment is contrary to its business Interests, CCCE may terminate this Agreement on 60 days written notice.

14.6.2. Subcontracting. Contractor will not subcontract the Services, or any portion thereof, without the prior written consent of CCCE In each instance (where such consent is granted, such subcontractor is a "Permitted Subcontractor"). As of the Effective Date of this Agreement, CCCE consents to CONTRACTOR subcontracting with Energy Choice California.

14.6.3. Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of CCCE and CONTRACTOR under this Agreement, to the extent assignable or delegable, shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.

14.7. Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement.

14.8. Headings. The headings are for convenience only and shall not be used to interpret the terms of this Agreement.

14.9. Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.

14.10. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California.

14.11. Non-exclusive Agreement. This Agreement is non-exclusive and both CCCE and CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

14.12. Construction of Agreement. CCCE and CONTRACTOR agree that each party has fully participated in the review and revision of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendment to this Agreement.

14.13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

14.14. Authority. Any individual executing this Agreement on behalf of CCCE or the CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter into this Agreement on behalf of such party and bind the party to the terms and conditions of this Agreement.

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14.15. Integration. This Agreement, including the exhibits, represent the entire Agreement between CCCE and the CONTRACTOR with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, between CCCE and the CONTRACTOR as of the effective date of this Agreement, which is the date that CCCE signs the Agreement.

14.16. Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the provisions of this Agreement shall prevail and control.

14.17. LIMITATION ON DAMAGES

14.17.1 UNLESS OTHERWISE AGREED BY THE PARTIES IN A

STATEMENT OF WORK, BUT THEN LIMITED ONLY TO THE EXTENT THEREOF

FOR SUCH STATEMENT OF WORK, DAMAGES SHALL BE LIMITED AS FOLLOWS:

14.17.1.1 FOR ANY BREACH OF THIS AGREEMENT, DAMAGES

SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, AND SUCH

DIRECT, ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE
REMEDY FOR DAMAGES, AND ALL OTHER DAMAGES ARE WAIVED.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY

INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF A PARTY’S PERFORMANCE OF THIS

AGREEMENT, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION

DAMAGES, WHETHER BASED ON STATUTE, CONTRACT, TORT, UNDER

ANY INDEMNITY (EXCEPT AS EXPRESSLY PROVIDED HEREIN ABOVE)

OR OTHERWISE, WITHOUT REGARD TO CAUSE OR THE NEGLIGENCE

OF ANY PARTY, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, AND

EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM ANY SUCH

LIABILITY, EVEN IF DURING THE TERM HEREOF IT ADVISES THE OTHER OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ANY

DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE

PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR

IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN

ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES

CALCULATED HEREUNDER CONSTITUTE A REASONABLE
APPROXIMATION OF THE HARM OR LOSS. IN NO EVENT SHALL
EITHER PARTY’S MAXIMUM LIABILITY TO THE OTHER UNDER THIS

AGREEMENT EXCEED THE GREATER OF THE TOTAL CONTRACTED
VALUE FOR THE SERVICES PROVIDED HEREUNDER. THIS SECTION

14.17.1 SHALL APPLY TO THE EXTENT PERMITTED BY LAW.

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14.17.1.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY

HEREIN, CONTRACTOR WILL REIMBURSE CCCE FOR CAISO CHARGES

ASSESSED TO AND PAID FOR BY CCCE DUE TO THE LATE SUBMISSION OF ACTUAL SQMD RESULTING FROM CONTRACTOR’S FAILURE TO
SUBMIT SUCH DATA TO THE CAISO, OF UP TO $1,000 PER
OCCURRENCE.

14.17.1.3 THE FOREGOING LIMITATIONS SHALL NOT APPLY TO

ANY THIRD PARTY CLAIMS OR LIABILITIES ARISING FROM A BREACH

OF THE CONFIDENTIALITY AND DATA SECURITY PROVISIONS OF
SECTION 10 OF THIS AGREEMENT NOR TO THIRD PARTY CLAIMS OR LIABILITIES UNDER THE INDEMNITY PROVISIONS OF ARTICLE 8.

14.18. Force Majeure. Except for payment obligations, if either Party is rendered unable, wholly or in part, to perform its obligations under this Agreement due to Force Majeure, to the extent affected by the Force Majeure the obligations of each Party will be suspended for the duration of such Force Majeure. A Party claiming Force Majeure shall promptly notify the other Party by telephone and confirm within a reasonable period of time by a written notice describing in reasonable detail the nature and estimated duration of such Force Majeure. The Party claiming Force Majeure shall remedy the Force Majeure with all reasonable dispatch. If the duration of the Force Majeure event exceeds thirty (30) days, the Party not claiming Force Majeure may terminate the affected portions of any services upon written notice to the other Party. Any termination due to Force Majeure will not be subject to an early termination payment. “Force Majeure” means events or circumstances, beyond the reasonable control of a Party and not caused by the negligence of such Party, which prevent that Party from performing its obligations under this Agreement, and which the Party claiming Force Majeure is unable to avoid or prevent through the exercise of due diligence. Force Majeure shall include, without limitation, acts of governmental entities that make performance impractical, illegal or impossible.

SIGNATURE OF THE PARTIES:

CALPINE ENERGY SOLUTIONS, LLC Central Coast Community Energy Drake Welch
BY: BY:

Tom Habashi
Title:

Date:

Sr. Vice President
4/5/2022
CEO
Date: 4/13/2022

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Dave Wheeler
4/5/2022
Approved as to Form
BY:

Brian Kimball
General Counsel
Date: 4/13/2022
Approved as to Financial Terms
BY:

Jaya Bajpai
Chief Financial Officer
Date: 4/13/2022

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Exhibit A: Scope of Services
In consideration of the payments set forth in Exhibit B, Contractor shall provide the following services:
1) Electronic Data Exchange Services:
a. Process CCCE Service Requests(CCASRs) from/to the IOU, which specify the changes to a customer’s choice of services such as enrollment in CCCE programs, customer initiated returns to bundled utility service or customer-initiated transfer to direct access service (814 Electronic Data Interchange Files) within 24 hours of receipt. b. Obtain all available customer usage data, including hourly interval usage data at billing level quality, to accurately shadow bills of rate ready customers and perform reconciliation with IOU billing records (867 Electronic Data Interchange Files/EDI 248 or similar data files).
c. Maintain and communicate the amount to be billed by the IOU for generation services provided to bill ready customers (810 Electronic Data Interchange Files) within the billing window 99% of the time.
d. Receive and maintain data related to payment transactions toward CCCE charges from the IOUs after payment is received by the IOUs from customers (820 Electronic Data InterchangeFiles).
e. Process CCASRs/EDI 814s with the IOUs, when customer’s status, information, or billing determinants change within one business day of receipt. f. Process and maintain EDI 997s and EDI 824s in a timely manner. g. Maintain shadow billing of the amount to be billed by the IOU for services provided to CCCE customers on rate ready billing and work with the IOU and CCCE to identify and correct any detected mismatches between the shadow bill and delivered bill. Take all steps to correct 99% of detected mismatches within 2 billing cycles. 2) Customer Information System:
a. In alignment with the Data Manager Transition Plan, but no later than October 1, 2022, Contractor will provide an operational Customer Relationship Management System that will transfer all currently held CRM data and provide an operational Customer Information System that can be segmented and organized by rate tariff, industry sector, and jurisdiction at the time of enrollment.
b. By October 1, 2022 provide a customer facing portal that allows CCCE customers to view usage and bills across CCCE service area
c. Allow CCCE to have functional access to the Customer Relationship Management system (“CRM”) to add customer interactions and other account notes at the time of enrollment. d. Allow CCCE to view customer email or written letter correspondence within the CRM. e. Allow CCCE to view or create reports within the CRM. f. Maintain and provide as needed historical usage data on all customers, to the extent provided by the IOUs, for a time period equal to the lesser of either (a) the start of service to present or (b) three years. Should IOUs make interval data available via a different method than EDI867 files, Contractor will work with CCCE to establish a process to retrieve such data.
g. Maintain viewing access, available to appropriate CCCE staff, to view IOU bills for CCCE

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customers through the CRM after parsing IOU provided bulk files by customer account within one business day of receiving IOU bills.
h. Maintain accessible archive of billing records for all CCCE customers from the start of CCCE service or a period of no less than three years.
i. Maintain and communicate as needed record of customers who have been offered service with CCCE but have elected to opt out, either before or after starting CCCE service. j. Maintain and communicate as needed records of Net Energy Metering credits and generation data for customers to be posted on bills and settled as per CCCE’s Net Energy Metering policy.
k. When requested by CCCE, place program charges on the relevant customer account, referenced by its unique identifier.
l. Identify customers participating in various CCCE programs in database. m. Include various program payment information in all relevantreports. n. Perform quarterly CCCE program reviewsto assess appropriate customer charge level. o. Maintain all customer data according to uniform CCCE customer privacy policy and the requirements of relevant California Public Utilities Commission Decisions including D.12- 08-045.
p. Maintain a uniform Data Management Provider Security Breach Policy. 3) Customer Call Center:
a. Provide option for IVR self-service and track how many customers start and complete self-service options without live-agent assistance. b. During enrollment periods, staff a call center between the hours of 8 AM and 5 PM PT Monday through Sunday, excluding CCCE, IOU, and Contractor holidays. c. During non-enrollment periods, staff a call center between the hours of 8 AM and 5 PM PT Monday through Friday, excluding CCCE, IOU, and Contractor holidays. d. Provide sufficient call center staffing to meet the requirements set forth herein, including designating at least two (2) CCCE specific agents, to the extent needed to provide for full call center functionality, and a call center supervisor that will serve as the main point of contact between CCCE and the customer call center staff. e. Provide sufficient number of Contractor staff available to manage escalated calls between the hours of 8 AM and 5 PM PT Monday through Friday, excluding CCCE, IOU, and Contractor holidays, including staff who have experience to resolve escalated CCA customer-specific questions related to metered usage, CCA rates including NEM, account status, payments, and program participation.
f. Adhere to the following performance standards during Non-enrollment Periods:
i. A minimum of 80% of all calls will be answered within 45 seconds. ii. 100% of voicemail messages answered within one (1) business day. iii. 100% of emails receive an immediate automated acknowledgement. iv. 95% of emails receive a customized response within one (1) business day. v. 100% of emails receive a customized response within three (3) business days. vi. Achieve a no greater than 5% abandon rate for all calls. vii. Achieve an average customer satisfaction score of at least 80% in independent voluntary customer surveys.
g. Adhere to the following performance standards during Enrollment Periods:

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i. A minimum of 75% of all calls will be answered within 60 seconds. ii. 100% of voicemail messages answered within one (1) Business Day. iii. 100% of emails receive an immediate automated acknowledgement. iv. 95% of emails must receive a customized response within one (1) business day. v. 100% of emails must receive a customized response within three (3) business days. vi. Achieve a no greater than 10% abandon rate for all calls. h. Contractor shall provide monthly reports, which will demonstrate whether these performance standards have been met.
i. Provide callers with the estimated hold time, if applicable. Provide an automated ‘call back’ option for callers who will be put on hold for an estimated five minutes or longer. j. Record all inbound calls and make recordings available to CCCE staff upon request.

Maintain an archive of such recorded calls for a minimum period of 24 months. k. Track call center contact quality with criteria including:
i. Use of appropriate greetings and other call center scripts ii. Courtesy and professionalism
iii. Capturing key customer data
iv. Providing customers with correct and relevant information v. First-contact resolution
vi. Accuracy in data entry and call coding
vii. Grammar and spelling in written communications(email and chat) l. Evaluate customer satisfaction through voluntary customer surveys that ask general questions about call quality, call resolution, and how satisfied the customer was with the service received.
m. Receive calls from CCCE customers referred to Contractor by IOUs and receive calls from CCCE customers choosing to contact Contractor directly without referral from IOUs. n. Provide the call center number on IOU invoice allowing CCCE customersto contact the call center. Request and/or confirm current email, mailing address, and phone number of customers and add to or update database during inbound call. o. Request permission (via voice recording, email request, or electronic form submittal) from customers to send electronic correspondence instead of printed mail. p. Respond to telephone inquiries from CCCE customers using a script developed and updated quarterly by CCCE. For questions not addressed within the script, refer inquiries either back to the IOUs or to CCCE.
q. Respond to customer inquiries within 24 hours, excluding weekends and holidays, including inquiries received either through telephone calls, email, or web-portal. r. At CCCE’s request, coordinate with IOUs to participate in contact center reviews up to once per calendar year.
s. Ensure monthly status reports are provided during the first week of each month. t. Provide weekly status reports during Statutory Enrollment Periods. u. Use commercially reasonable efforts to make Spanish speaking call center staff available to customers during the hours of 8 AM and 5 PM PT Monday through Friday, excluding CCCE, IOU, and Contractor holidays.
v. Provide translation services for inbound calls for the following languages: Spanish, Mandarin, and Tagalog.
w. Create and maintain web forms that allow customersto change their account status or

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enroll in or opt out of various CCCE programs. These program changes will be integrated into the Customer Relationship Management system during an hourly sync process. x. Host CCCE bi-monthly meetings with data and call center management on a mutually agreed to cadence.
y. Forward inbound calls regarding matters under the control of CCCE, to CCCE. Forward inbound calls regarding matters under the control of the IOUs, to them. z. Capture customer communication in CRM in accordance with a protocol for receiving and responding to customer complaints, including a tracking and reporting process. Contractor shall inform CCCE of its protocol for its review within sixty (60) calendar days of execution of this Agreement.
aa. Upon mutually agreed to timelines, provide mailing/contract lists of the customers upon request for CCCE driven customer communication. If Contractor and CCCE cannot agree upon timelines, Contractor will provide consolidated mailing lists no less than monthly. 4) Billing Administration:
a. Review application of CCCE rates to customer accounts to ensure that rates are properly applied to such accounts.
b. Maintain a table of rate schedules offered by CCCE (both historical and current) to its customers.
c. Send certain CCCE program charges for non-CCCE customers, when supported by IOUs, based on information provided to Provider by CCCE.
d. Send certain CCCE loan program charges as a separate line item to IOUs for placement on monthly bills during term of repayment.
e. Apply IOU account usage for all CCCE customers against applicable CCCE Rate Schedulesto allow for customer billing.
f. Review application of CCCE Rate Schedules to IOU accounts to ensure that the proper rates are applied to the accounts.
g. Submit timely billing information for each customer to the IOUsto meet their respective billing window.
h. Use commercially reasonable efforts to remedy billing errors for any customer in a timely manner, no more than two billing cycles.
i. Assist with settlement process for Net Energy Metering customers on monthly and annual basis by identifying eligible customers, providing accrued charges and credits, and providing mailing list to CCCE designated printer.
j. Provide customer mailing list to CCCE designated printer for new move-in customer notices and opt out confirmation letters routinely within 7 days of enrollment or opt out. k. Provide customer mailing list to CCCE designated printer for customers with overdue payments and return customers to IOU bundled service in accordance with CCCE’s late payment policy and CCCE’s uniform collections policies. l. Contractor will adhere to the following performance standards for this service:
i. 99% billing accuracy. For the avoidance of doubt, accuracy in the context of rate ready is defined as confirmation of accurate rate applications and calculations. Any mismatches would be raised with the applicable Investor Owned Utility within 2 business days and commercially reasonable efforts would be made to resolve them completely within 2 billing cycles.

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ii. 99% billing timeliness. For the avoidance of doubt, timeliness in the context of bill ready bills means accurate bill calculations are delivered before the close of the bill window.
m. Rate Ready Service
i. Rate ready will be the default billing method for customers with the exception of Net Energy Metering customers and some large commercial customers, as defined by CCCE and supported by the IOUs. The rate ready billing will be the default method through the end of this contract unless otherwise directed by CCCE. ii. Calpine will publicly and materially support any efforts by CCCE to promote rate ready billing in Southern California Edison territory, including but not limited to providing expert witness support and technical support in regulatory and other venues.
iii. Maintain a table of rate schedules (both historical and current) offered by CCCE to its customers for use in shadow billing and provide to PG&E and SCE for use in billing. iv. Monitor pending PG&E and SCE rate changes, and adjust CCCE rates to maintain relative rate levels, subject to CCCE approval.
v. Assist with settlement process for Net Energy Metering customers on an annual basis and monthly basis by identifying eligible customers, ensuring that PG&E and SCE provides accrued charges and credits, and providing mailing list to CCCE designated printer.
5) Rate Schedule Maintenance
a. Maintain a table of Rate Schedules, offered by CCCE to its customers, within Contractor’s billing system.
b. Complete Value Only Rate Changes within 10 business days, excluding holidays, once Contractor has confirmed it is in receipt of a valid Rate Template. c. Complete Structural Rate Changes within 40 business days, excluding holidays, once Contractor has confirmed it is in receipt of a valid Rate Template. d. A Rate Template will be considered valid if it meets the expected formatting requirements as set forth by Contractor and acknowledged by CCCE, and the Rate Schedules it contains align with published CCCE rate schedules. Upon receipt of a Rate Template, Contractor will review it per these guidelines and after CCCE has corrected any errors, if present, Contractor will communicate to CCCE that a valid Rate Template has been received and work will commence as per the timelines indicated above. e. Should CCCE submit updates after Contractor has begun work on a valid Rate Template, CCCE understands this may be considered a new Rate Change. 6) Reporting:
a) Contractor will provide the following reports to CCCE:

Report Frequency Delivery Method
Aging Weekly, Monthly SFTP

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Call Center Statistics Weekly, Monthly,
Quarterly, Annual
Email
Cash Receipts Weekly, Monthly SFTP
Invoice Summary Report Weekly, Monthly SFTP
Days To Invoice Weekly, Monthly SFTP
Program Opt Up with Address Self-service Contractor CRM Utility User Tax where applicable Monthly SFTP
Monthly Transaction Summary Monthly SFTP
Enrollment Report by TOT and
Rate Class
Weekly, Monthly,
Quarterly, Annual
SFTP
Opt Out with Rate Class Self-service Contractor CRM
Retroactive Returns Monthly Email
Sent to Collections Monthly Email
Customer Account Snapshot Weekly SFTP
Customer Account Snapshot with
Addresses
Weekly SFTP
Unbilled Usage Monthly SFTP
Full Volume Usage by Rate Class Monthly SFTP
Invoiced vs Billed Reconciliation Monthly SFTP
4013 Reconciliation Monthly SFTP
Exception Handling Weekly, Monthly SFTP
Billing Report Monthly SFTP
Historical Data Reporting per
TOT, Rate, and NEM/Non-NEM
Breakdown
Daily, Monthly SFTP
Performance Standards Monthly Email
Cost Savings Report for Specific
Customers
As needed Email
Billing Details on Specific
Customers
As needed Email
Cost Savings per TOT, Customer
Sector (Comm/ag/res), and
Municipal Account
As needed Email
Opt out load report Weekly SFTP

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b) Contractor shall create customized reports as requested by CCCE. CCCE understands that certain requests for customized reports may require back-end system customization.

Back-end system customization is defined as material changes to Contractor’s operational data system and/or data warehouse schema and data management processes. Such back-end system configuration shall be considered an Additional Deliverable as outlined is Exhibit B, Section REFERENCE and subject to such additional Labor Rate Fees. a. Prior to beginning work on any such back-end system configuration or any other Additional Deliverable, Contractor shall provide CCCE a written estimate of hours to complete the request. Further, Contractor shall not begin work for any back-end system configuration or any other Additional Deliverable without written approval from CCCE.
b. Customized and ad hoc reports or extracts that do not require back-end system configuration shall be completed within 5 business days, or another mutually agreed timeline.
c. Errors in customized reports must be resolved within 2 business days of notification, unless mutually agreed due to the complexity of issue in development and/or testing. c) There will be no limit on the number, type or scope of customer reports requested by CCCE until Contractor’s Data Warehouse, as referenced in Section 11, has been made available to CCCE and in a stable production environment for a minimum of 2 months and performed to CCCE’s reasonable satisfaction. CCCE shall affirmatively notify Contractor of acceptable performance, ending the period of unlimited customer reports described herein.
d) Contractorshall provide a personnel list with personnel that are assigned to support CCCE.

Contractor shall update the personnel list and provide it to CCCE at least monthly, with the goal of whenever a change is made.
e) Contractor shall make commercially reasonable efforts to collaborate with CCCE’s accounting service provider, to assist CCCE with the consolidation of data provided in Section 6a.
f) Provider shall also assist CCCE, as needed, in compiling various customer sales and usage statistics that may be necessary to facilitate CCCE’s completion of requisite external reporting activities. Such statistics will likely include annual retail sales statistics for CCCE customers, including year-end customer counts and retail electricity sales (expressed in kilowatt hours) for each retail service option offered by CCCE. In addition, provider must be able to provide a range of requested reports for customers including, but not limited to, individual customers/service agreement ID, member agencies, and the entire territory (hourly and aggregated at TOU brackets).
7) Settlement Quality Meter Data:
a. Contractorshall provide CCCE or CCCE's designated Scheduling Coordinator ("SC") with Settlement Quality Meter Data ("SQMD") as required from SC's by the California Independent System Operator (“CAISO”).
b. Contractorshall obtain historical usage data for enrolled CCCE customers, from IOUs, and

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utilize for estimation in SQMD process. In the absence of current historical usage, CCCE will provide Contractor with default usage.
c. Upon CCCE's request, Contractor shall submit the SQMD directly to the CAISO on behalf of CCCE or CCCE's designated SC.
d. CCCE agrees that Contractor shall have no responsibility for any charges or penalties assessed by the CAISO associated with the SQMD under an indemnity or otherwise. e. Contractor shall prepare the SQMD in accordance with Prudent Utility Practice, however, Contractor hereby disclaims in advance that any representation is made or intended that the SQMD is necessarily complete, or free from error.
f. Provider shall strive for the discrepancy between ESQMD and ASQMD to be less than 2% monthly. For months where the discrepancy exceeds 2%, Provider will be required to conduct a root-cause analysis and provide a written report as to the factors causing such a discrepancy along with recommendations for how to correct on a going forward basis. In the event Provider is asked to implement its emergency transition plan and start servicing the CCCE’s PG&E territory customer base on an expedited timeline, Provider will make commercially reasonable efforts to minimize the variance between ESQMD and ASQMD.

CCCE acknowledges and understands that not all AMI data feeds may be available from PG&E to Provider under such an expedited transition and that lack of AMI data and/or reliance on PG&E-provided load profiles to calculate SQMD values could result in variances greater than 2%. As a result, and under those circumstances only, Provider will be exempt from the otherwise applicable requirements noted in this section. g. Contractor shall compare the ASQMD usage with billed usage to identify any material discrepancies between billing and submitted ASQMD data. If such discrepancies occur and exceed 2%, Contractor shall provide CCCE with a root-cause analysis of the discrepancy and identify ways to resolve the discrepancy.
8) Rate Validation
a. Provider must be able to provide support during rate changes, such as validation of rate factors, and be available to provide ad hoc answers and feedback for questions and concerns over rate updates.
b. Provider must also be able to provide support when discussing Rate projects and issues with the IOUs.
9) Ad-hoc Projects and Reporting
a. Provider will be expected to provide the necessary support - leading up to, during implementation, and after launch - of ad-hoc projects. Projects include program implementation, development of dashboards (both internal and external), dispersal of funds, and changes to rate structures (RR implementation, NEM structure changes, move to cost-of-service ratemaking, etc.)
10) Additional Support Services
a. Support for Cost-of-Service Rate Design
i. Contractorshall use commercially reasonable efforts to support CCCE in a Cost-of-Service rate design effort for the SCE territory.

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b. Timely Communication to CCCE Staff
i. Contractor will provide prompt and timely communication to CCCE staff on all issues that affect the services Contractor provides to CCCE and will ensure CCCE staff receive communications at the same time as any other CCA clients supported by Contractor.
c. Contractor will share its annual planned maintenance calendar on or around January 2 of every calendar year except when that has not been set, whereupon it will be shared as soon as it is finalized.
d. Contractor will inform CCCE at least monthly of any changes to the planned maintenance calendar and of any planned system updates resulting in downtime to its data warehouse environment.
e. Contractor will make commercially reasonable efforts to inform CCCE of any unplanned outages within 4 hours of identifying the outage.
11) Contractor Data Warehouse
a. Establish a data warehouse environment comprised of data related to the services provided by Contractor under this Agreement. A production environment will be made available to CCCE no later than the schedule below:
i. SCE territory data environment was launched in December 2021 ii. PG&E territory data environment will be available by 10/10/2022 iii. Combined PG&E and SCE views will be available by 11/21/2022 b. Provide CCCE staff access to query the data warehouse environment no later than the schedule established in 11.a above. Time is of the essence. c. Contractor expressly acknowledges access to and use of Contractor Data Warehouse in a stable production environment is central to CCCE’s ongoing business and operations.

Contractor further acknowledges availability of Contractor Data Warehouse and support of CCCE’s analytics platform was a material consideration in the award of this contract.

Contractor agrees to reimburse CCCE for any damages incurred by CCCE due to delays in making Contractor Data Warehouse available in a stable production environment for a minimum of two months including but not limited to third-party costs incurred by CCCE. d. In the absence of the Contractor Data Warehouse or adequate data within the Contractor Data Warehouse, Contractor may propose alternative methods to access the data, developed at Contractor’s own cost. CCCE will have sole discretion to accept or decline any alternative. If Contractor is unable to propose alternatives that meet CCCE’s needs in CCCE’s reasonable discretion, CCCE will have the right to its payments under this contract by an amount not to exceed $1.5 million.
e. Based on mutually agreed upon requirements and timelines, develop recurring data exports from Contractor’s data warehouse environment to CCCE’s data warehouse.

Exports will occur no less than every business day.
f. Contractor will use commercially reasonable efforts to load data no less than each business day upon receipt and processing of the data by Contractor. For instances where a sync could fail or some other unexpected technical issue causes a delay in the data load, the timeline can be extended to the next business day. Contractor will notify CCCE of any delay in the data sync that causes the timeline to be extended to the next business day.

Notice will be provided within 4 hours of Contractor becoming aware of the issue.

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g. Data made available in Contractor’s data warehouse will include but not be limited to:
i. AMI usage data includes quality tags (e.g. raw, confirmed, revenue, etc.) to the extent it is provided by the IOUs through their EDI 867 files or other data sharing platforms as applicable.
ii. Customer account information and characteristics from the customer list and 4013 provided by the IOUs and supplemented by the following data from CRM and CIS:
• CCCE participation history,
• Product elections (e.g. base product and premium product), • CCA rate schedule,
• Contractor will make reasonable efforts to provide additional characteristics requested by CCCE.
iii. Billing data from Contractor’s CIS.
iv. Initial and Final SQMD submission data
v. Non-AMI load data (e.g. unmetered lighting, opt-out AMI, etc.) h. Contractor may, from time to time and at its sole discretion, update the functionality available in the data warehouse which may include, among others, adding or maintaining data visualizations, self-service reporting tools, and self-service analytical tools. The contractor will notify CCCE within 24 hours of updating the data warehouse functionality. i. Contractor will make data warehouse information available to the client via an Application Program Interface (API).
j. Contractor will make the API instance available to query SCE territory data by 8/29/2022 and PG&E territory data by 10/10/2022.
k. Contractor will maintain Contractor Data Warehouse API backwards compatibility for a minimum of 2 versions. Contractor will provide CCCE with a testing environment to ensure compatibility prior to release of new features.
l. Contractor may, at its sole discretion, engage with CCCE and other Contractor clients to solicit their input on desired functionality, data elements, and system design as it pertains to the development, maintenance, and evolution of its data environment. m. Contractor will provide technical support to access the data warehouse and documentation describing the data. CCCE will provide staff with technical database expertise to engage with Contractor in the implementation and use of the data warehouse.
n. Contractor will dedicate one Full Time Employee (FTE) to supporting its CCCE instance of the Contractor Data Warehouse, associated API, and support requests for the life of the contract unless otherwise mutually agreed upon. Upon request, Contractor will provide CCCE with the name of the FTE supporting CCCE and an itemized list of their CCCE-related work.
o. The data warehouse and API access will be available for CCCE access and utilization 99% of the time outside of scheduled maintenance, measured as a percentage of 8760 hours per year. Failover or backup instances will be made available during scheduled outages, unless otherwise mutually agreed upon. Contractor will promptly notify CCCE of outages and provide monthly reporting on availability. Prompt notification will be considered to be notification within 4 hours or less of Contractor identifying outages. p. Data in the data warehouse will be updated no more than one business day after it is updated by its source, such as the IOUs. The regularschedule of Contractor and IOU

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data updates will be attached to this contract as Exhibit D and will be updated no less than annually by mutual agreement. Contractor shall notify CCCE of data update failures and delays within 2 hours of identifying such failures and delays, regardless of cause, Contractor will provide a new schedule for the data to be updated within 6 hours of first identifying failures or delays, or as soon as possible if the delay is due to a problem in IOU systems. Contractor will make commercially reasonable efforts to update the data within 1 business day.
q. Contractor warrants and guarantees that all data in the data warehouse has been through a rigorous quality control process and is accurate and not subject to revisions, except for those revisions made by IOUs. Contractor warrants and guarantees that its quality control process detects and rejects outliers in data provided by IOUs. Contractor will provide monthly reporting on revisions made by IOUs and revisions made by Contractor in a format and specification acceptable to CCCE.
r. Contractor will provide CCCE with comprehensive and clear documentation on accessing and using the data warehouse, including but not limited to a developer manual, API specifications, and data dictionary. Initial documentation must be provided no later than 20 business days before Contractor makes the data warehouse available to CCCE in a test environment. All documentation must be updated within 5 business days of changes to Contractor’s data warehouse.
s. Contractor will promptly notify CCCE of any failures, errors, delays, service degradation, or service interruptions to the data warehouse or to Contractor’s operational data systems.

CCCE must be notified no more than 4 hours after Contractor identifies the problem.

Contractor must provide an estimated timeline for resolution within 6 hours of identifying the problem. Contractor will use commercially reasonable efforts to resolve the problem within 1 business day. If the problem cannot be resolved in 1 business day, Contractor must provide twice daily updates on resolution progress and timelines. Should the problem not be resolved within 3 business days, CCCE will have the right to deem the data warehouse absent and unavailable, as defined in 11(d) above and, at its discretion, either pursue the remedies in 11(d) or reduce Contractor’s monthly fees by 2% per day of delay. t. Contractor warrants and guarantees that it will provision adequate hardware and software resources to support CCCE’s data needs. Successful query and data execution will be the metric used to monitor this and is defined as the error-free transmission of data to CCCE’s systems from the time the query or data export request is made by CCCE. Minimum standards for CCCE query and data export are as follows, which shall be adjusted by mutual agreement for complex queries or return of large data sets:
i. 75% must be successfully completed in 5 minutes or less ii. 85% must be successfully completed in 15 minutes or less iii. 95% must be successfully completed in 60 minutes or less iv. 100% must be successfully completed in 90 minutes or less 12) Forecasting
a. Develop and implement a short-term load forecasting service to support CCCE’s operations in accordance to the following:
i. Load forecast is primarily intended to inform CCCE’s day-ahead schedules.

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DocuSign DocuSign DocuSign DocuSign Envelope Envelope Envelope Envelope ID: 586521BD 3055A4D8 49DECB42 ECB733D9--94BA 6EC3 289D 4D70--4972AF0 436DB84--BFB6 -8110 B9455E6--958FFD83F1F4 84FAD598C781 -E4A2D087721B 1E64D9780DB1 Date: 24 Contract Number:
ii. Load forecasting regression model will use loss-adjusted meter data, weather data, load profile type per meter, and meter counts per load profile type for CCCE’s customers.
iii. Loss-adjusted meter data will be sourced from the EDI 867 AMI load data provided by the IOUs, or other available data source.
• The model will be seeded with loss-adjusted meter data sourced from the best available historical data as provided by the IOUs and/or CCCE to Contractor.
• Any meter data gaps resulting from a lack of available data from IOUs and/or CCCE will be excluded from the model.
iv. Contractor will continue generating the load forecast for SCE and will begin generating one for PG&E territory once PG&E has delivered one complete meter read cycle’s worth of AMI load data.
v. Load forecast will be generated for a rolling 10-day period and delivered daily to CCCE via SFTP once operational. Delivery method may be changed upon mutual agreement of the Parties provided a reasonable implementation timeline and full requirements are jointly defined prior to such a change. vi. Load forecast model performance will be reported by Contractor, including mean absolute performance error (MAPE) when compared against actual observed meter data, on a monthly basis orsuch a period that parties may mutually agree upon, but not more frequently than once per week.
vii. Ongoing tuning of the model will be performed by Contractor to adjust for input quality and external factors impacts on the load forecast. 13) Data Manager Transition Support Services
a. Transitions support services will be provided at no additional cost to CCCE. These services are further detailed in Appendix A
14) Data Operations And Warehouse Performance Standards: The Parties acknowledge that Contractor’s failure to achieve compliance with the performance standards and reporting thereon for 1, 2(a), 2(b), 2(g), 4(g), 4(h), 4(l), 5(b), 5(c), 6, 10(d), 10(e), and 11 may cause CCCE to incur substantial economic damages and losses, including but not limited to financial and business operations performance degradation or stoppages, financial losses due to lack of accurate data, increased customer opt out rates, reputational harm, and customer dissatisfaction. Contractor and CCCE agree that $3,000 per day represents a reasonable and fair estimate of the compensation necessary to reimburse CCCE’s losses in the event of such a breach. Contractor agrees to pay CCCE $3,000 per day for any non-compliance with 1, 2(a), 2(b), 2(g), 4(g), 4(h), 4(l), 5(b), 5(c), 6, 10(d), 10(e), and 11. Parties shall collaborate on alternative compliance and impact mitigation, as possible. CCCE shall notify contractor when the payment in this section is to be assessed. CCCE may waive the payment at its sole discretion. For the avoidance of doubt, any payment incurred will be in addition to CCCE’s rights under 11(d). CCCE retains the right to seek actual damages at its discretion if such damages are able to be calculated and subject to the limitations of section 14.17 of the Standard Service Agreement. Notwithstanding anything in the contrary anywhere else herein or in the Agreement, damages pursuant to this section 14 of this Exhibit A Scope of Services shall be limited to US$3 Million, in aggregate.

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15) General Performance Standards
The Parties acknowledge that Contractor’s failure to achieve substantial compliance with the performance standards and reporting in this contract may cause CCCE to incur substantial economic damages and losses of types and in amounts which are difficult to compute and ascertain with certainty as a basis for recovery by CCCE of actual damages, including, but not limited to, increased customer opt out rates, reputational harm and customer dissatisfaction, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages, Contractor agrees that liquidated damages may be assessed and recovered by CCCE against Contractor, in the event of a failure to substantially meet these performance standards. For any month in which CCCE believes Contractor has failed to substantially meet these performance standards, CCCE will provide notification to Contractor within 180 calendar days describing the performance standard(s) that have not been met, and Parties shall then confer within ten (10) days to establish a plan to remedy such failure. In the event Contractor is unable to achieve such remedy within 30 calendar days of notification, Contractor shall be liable to CCCE for payment of liquidated damages in an amount of ten percent (10%) of the amount of the fees paid to Contractor under the Agreement, less any penalties paid in Section 14 above, for the first month that Contractor fails to substantially meet these performance standards and twenty-five percent (25%), less any penalties paid in Section 14 above for each subsequent consecutive month that these performance standards are not met. The foregoing liquidated damages payment shall be limited to the above amount regardless of how many performance standards are not met in any given month.

The liquidated damages payment shall not apply to any performance standard that is of a subjective nature. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Contractor shall pay them to CCCE without limiting CCCE's right to terminate this agreement for default as provided elsewhere herein. 16) Value Added Services
a. Recurve Analytics Platform
Contractor has partnered with Recurve to offer CCCE access to the Resource Planning tool on the Recurve Platform (“Recurve Platform”) and to establish a Demand Flexibility Marketplace, including all support for all analytics and data digestion. If CCCE decides, in its sole discretion, to access the Recurve Platform or to establish a Demand Flexibility Marketplace, CCCE shall provide 30 days advance written notice to Contractor and Calpine shall direct Recurve to provide access to CCCE at the pricing specified in Exhibit B. Access to the platform shall be provided in a mutually agreed upon timeline. b. See Change Institute
Contractor will work with See Change Institute (SCI) and CCCE staff to leverage behavioral science insights and customer research to support the communications, marketing and customer engagement efforts of CCCE, if requested by CCCE at its sole discretion. Contractor will coordinate with CCCE on the implementation of See Change’s scope of services. Additional details on See Change’s scope of services can be found in Appendix C.

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DocuSign DocuSign DocuSign DocuSign Envelope Envelope Envelope Envelope ID: 586521BD 3055A4D8 49DECB42 ECB733D9--94BA 6EC3 289D 4D70--4972AF0 436DB84--BFB6 -8110 B9455E6--958FFD83F1F4 84FAD598C781 -E4A2D087721B 1E64D9780DB1 Date: 26 Contract Number:

Exhibit B: Payment Terms

1. Service Fees shall be as follows:
a. Contractor shall waive CCCE data management service fees provided in support of CCCE’s SCE service territory from February 1, 2022 through October 1st, 2022 b. Monthly Service Fee for Full Territory Data Management Services, expected to begin October 1st, 2022

1. $25,000 per month, fixed fee, and;

2. $0.85 per meter per month, for each meter served by CCCE in the month.

2. Waiver of Service Fees
a. Contractor will waive $2,500,000 in service fees as follows. b. $1,500,000 in fee waivers will be applied to all invoices for services provided from February 2022 forward, and will continue to be applied against service fees until exhausted. For the avoidance of doubt, these fee waivers will be in addition to those in 1 above. c. After the initial $1,500,000 in Service Fee waivers noted in 2.b above is exhausted, an additional $1,000,000 in service fee waivers will be spread out in equal amounts over 12 months and applied to each successive invoice until exhausted.

3. Call Center Service Options Pricing
a. Should CCCE choose to in-source the call center, Contractor will reduce our per-meter/month fee as follows:

Full In-Sourcing: $0.15 Partial Transition/Hybrid: $0.015 per Agent Assumes all agents are CCCE staff and
quality control, oversight, training, and IVR
are managed by CCCE.

Should CCCE hire its own call center agents,
there is a $0.015 per meter/month reduction
per agent Contractor is able to reduce to a
maximum of $0.10.
b. For the avoidance of doubt, the maximum possible fee reduction is $0.15 per meter per month, which includes CCCE taking over full responsibility for all staffing, training, QA/QC, and supervision as well as all technology needed to operate the call center.

4. CCCE Script Translation Services
a. Charges incurred by Contractor from engaging with vendors to translate scripts or other documentsfrom English into otherlanguage(s) will be passed by Contractorto CCCE at cost.

5. Community Give Back
Each year of the contract, Contractor will rebate three percent (3%) of its annual service fees to organizations in CCCE’s service territory for the purpose of promoting economic development, workforce development, local project development, grid resiliency, and other areas that support the mission of CCCE and its communities.

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6. Additional Deliverable Pricing
a. The Fees defined herein include only those service and items expressly set forth in this Agreement. Unless otherwise agreed to by CCCE and the Contractor, the cost of additional deliverables provided by Contractor to CCCE, including Ad Hoc Requests, shall be passed through directly to CCCE without mark-up using a labor rate of $150.00 per hour, (“Labor Rate”). Any such additional deliverables shall be first agreed to by the parties in writing prior to the services being provided.
b. To support CCCE in a dynamic market, Contractor will provide an annual 250-hour bank of ad-hoc hours to be used at CCCE’s discretion. After the bank of hours are depleted, additional ad-hoc hours will be billed at the rate described in 5.a above. For the avoidance of doubt, customized reports that do not require back-end system modifications, as referenced in Exhibit A, will not count as ad-hoc hours.

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DocuSign DocuSign DocuSign DocuSign Envelope Envelope Envelope Envelope ID: 586521BD 3055A4D8 49DECB42 ECB733D9--94BA 6EC3 289D 4D70--4972AF0 436DB84--BFB6 -8110 B9455E6--958FFD83F1F4 84FAD598C781 -E4A2D087721B 1E64D9780DB1 Date: 28 Contract Number:

Exhibit C: Procedures for Unauthorized Release of Covered Information SCOPE
CONTRACTOR hereby agrees to adhere to these Procedures for detecting and reporting the unauthorized release of Covered Information, including Protected Personal Information (“PPI”).

These Procedures apply to the following unauthorized release activities:

1. Unauthorized access

2. Unauthorized destruction

3. Unauthorized use

4. Unauthorized modification

5. Disclosure to third parties for Secondary Purposes (see below)

DEFINITIONS
Covered Entity – (1) any Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers), or any third party that provides services to a Community Choice Aggregator or Electrical Service Provider (when providing service to residential or small commercial customers) under contract, (2) any third party who accesses, collects, stores, uses or discloses covered information pursuant to an order of the Commission, unless specifically exempted, who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers), or (3) any third party, when authorized by the customer, that accesses, collects, stores, uses, or discloses covered information relating to 11 or more customers who obtains this information from an electrical corporation, a Community Choice Aggregator or an Electrical Service Provider (when providing service to residential or small commercial customers).

Covered Information -- any usage information obtained through the use of the capabilities of Advanced Metering Infrastructure when associated with any information that can reasonably be used to identify an individual, family, household, residence, or non-residential customer, except that covered information does not include usage information from which identifying information has been removed such that an individual, family, household or residence, or non-residential customer cannot reasonably be identified or re-identified. Covered information, however, does not include information provided to the California Public Utilities Commission (the “Commission”) pursuant to its oversight responsibilities.

Primary Purposes – The “primary purposes” for the collection, storage, use, or disclosure of covered information, as outlined in Rule 1(c) of Attachment B, are to:

1. Provide or bill for electrical power or gas,

2. Provide for system, grid, or operational needs,

3. Provide services as required by state or federal law or as specifically authorized by an order of the Commission, or

4. Plan, implement, or evaluate demand response, energy management, or energy efficiency programs under contract with a Community Choice Aggregator or and Electrical Service Provider

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DocuSign DocuSign DocuSign DocuSign Envelope Envelope Envelope Envelope ID: 586521BD 3055A4D8 49DECB42 ECB733D9--94BA 6EC3 289D 4D70--4972AF0 436DB84--BFB6 -8110 B9455E6--958FFD83F1F4 84FAD598C781 -E4A2D087721B 1E64D9780DB1 Date: 29 Contract Number:
(when providing service to residential or small commercial customers), under contract with the Commission, or as part of a Commission authorized program conducted by a governmental entity under the supervision of the Commission.

Secondary Purposes – “Secondary purpose” means any purpose that is not a primary purpose.

Non-Covered Entity – “Non-Covered Entity” means any entity not defined as a Covered Entity.

Responsible Parties -- CCCE, CONTRACTOR, and any staff, employees, or sub CONTRACTORs contracted by CCCE or CONTRACTOR.

PROCEDURE
Detecting and Reporting of Unauthorized Releases

1. All Responsible Parties are required to protect Covered Information from unauthorized release activities as set forth above.

2. Any request by any non-Covered Entities, for access to Covered Information must be reviewed and approved by a CCCE manager level employee to ensure no unauthorized or inadvertent release of Covered Information.

3. All authorized releases of Covered Information to Non-Covered Entities shall be logged and reported to CCCE on a quarterly basis.

4. Any discovery of any unauthorized release of Covered Information must be reported to CCCE within one week of detection.

Unauthorized Release Handling Procedure

1. The discovering party after detecting, or discovery of, the unauthorized release of Covered Information must contact CCCE’s Dir. of Finance and Administration (or another executive manager) immediately.

2. CONTRACTOR will quantify and validate the type and extent of unauthorized release and report that information to CCCE’s Dir. of Finance and Administration in writing with sufficient detail for CCCE to determine the extent and impact of the unauthorized release.

3. CONTRACTOR shall prepare a written annual report of all discoveries of unauthorized releases of Covered Information.

Review and Training

1. At least annually, CONTRACTOR will review these Procedures with its staff, employees, or sub CONTRACTORs.

2. Any proposed changes to these Procedures shall be provided in writing to CCCE’s Dir. of Finance and Administration for their consideration.

EXHIBIT D: DATA CONTENT AND FREQUENCY

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Data Type ToDPP ToOps Systems Quality
AMI Data - SCE - EDI 867
Data updated to DPP
+1day
Received daily- 30 days post power flow (tied to
meter read / bill cycle)
IOUdependent, subject to corrections. DPP environment will reflect what our billing system has processed.

AMI Data - PG&E - Share My Data Daily 2 days post power flow (long tail) Depends on IOU, outside control. Files are retrieved daily and loaded into our internal interval data platform.

EDI Historical Usage - SCE Not used due to excessive data errors in source data
Not currently loaded due to data quality issues from SCE which render the data unusable. Will revisit Q3 2022.

SQMD Daily- T7/T52 Refer to SQMD Section noting < 2% variance Customer List / 4013 Weekly Depends on IOU, outside control. Files are loaded when received but require up to a week for processing, QA, and loading into CRM.

IVR self-service opt actions Syncs into CRM in real time via API Failed API calls redirect caller to an agent immediately, failed API opt actions are reviewed and addressed by next busines day
CRM(Customer account characteristics, Programs,
Enrollments)
Daily 1 day from receipt fromIOUinto our billing
system
CRM is synced to our billing system daily
Invoice Data - Billed volumes, Charges, Etc Daily- No weekends, No Calpine or IOUholidays Billing- See Billing SLAs Aging Daily Billing- See Billing SLAs

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DocuSign DocuSign DocuSign Envelope Envelope Envelope ID: 586521BD 49DECB42 ECB733D9--94BA 289D 4D70--4972 436DB84-BFB6 -B9455E6--84FAD598C781 -E4A2D087721B 1E64D9780DB1 Certificate Of Completion
Envelope Id: 3055A4D86EC34AF08110958FFD83F1F4 Status: Sent Subject: Please DocuSign: CCCE -Calpine Energy Solutions LLC Agreement 2022 Combined V6.docx Source Envelope:

Document Pages: 30 Signatures: 1 Envelope Originator:

Certificate Pages: 5 Initials: 1 Jhelum Bagchi
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
717 Texas Ave
Houston, TX 77002
[email protected]
IP Address: 162.203.73.164
Record Tracking
Status: Original
4/5/2022 6:33:48 PM
Holder: Jhelum Bagchi
[email protected]
Location: DocuSign
Dave Wheeler
[email protected]
Assistant General Counsel
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 174.196.137.226
Sent: 4/5/2022 6:44:52 PM
Viewed: 4/5/2022 6:46:57 PM
Signed: 4/5/2022 6:47:07 PM
Electronic Record and Signature Disclosure:

Accepted: 8/11/2020 2:58:53 PM
ID: 5f713ff4-daa1-44df-8fc9-e6c4bd72466b
Drake Welch
[email protected]
Sr. Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 174.204.11.109
Signed using mobile
Sent: 4/5/2022 6:47:10 PM
Viewed: 4/5/2022 6:56:42 PM
Signed: 4/5/2022 6:57:06 PM
Electronic Record and Signature Disclosure:

Accepted: 4/5/2022 6:56:42 PM
ID: 9e74ac4b-25c5-4f55-b47f-e508c0aaf103
Tom Habashi
[email protected]
Board Clerk / Executive Assistant
Central Coast Community Energy
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 4/6/2022 8:27:29 AM
ID: daddc960-3824-4e0a-99b2-80ddf713866d
Brian Kimball
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 4/6/2022 8:27:29 AM
ID: daddc960-3824-4e0a-99b2-80ddf713866d
Sent: 4/5/2022 6:57:08 PM
Viewed: 4/6/2022 8:27:29 AM
Signer Events Signature Timestamp

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DocuSign DocuSign DocuSign Envelope Envelope Envelope ID: 586521BD 49DECB42 ECB733D9--94BA 289D 4D70--4972 436DB84-BFB6 -B9455E6--84FAD598C781 -E4A2D087721B 1E64D9780DB1 Signer Events Signature Timestamp
Jaya Bajpai
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Accepted: 4/6/2022 8:27:29 AM
ID: daddc960-3824-4e0a-99b2-80ddf713866d
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/5/2022 6:44:52 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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DocuSign DocuSign DocuSign ElectronicEnvelope Envelope Envelope Rcord ID: and586521BD 49DECB42 ECB733D9 Signature-Disclosure -94BA 289D 4D70--4972 436DB84created -BFB6 -B9455E6--84FAD598C781 -E4A2D087721B 1E64D9780DB1 on: 7/8/2020 1:18:58 PM Parties agreed to: Dave Wheeler, Drake Welch, Tom Habashi, Brian Kimball, Jaya Bajpai

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Calpine Solutions – CCA (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

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DocuSign DocuSign DocuSign Envelope Envelope Envelope ID: 586521BD 49DECB42 ECB733D9--94BA 289D 4D70--4972 436DB84-BFB6 -B9455E6--84FAD598C781 -E4A2D087721B 1E64D9780DB1 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact Calpine Solutions – CCA:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise Calpine Solutions – CCA of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from Calpine Solutions – CCA
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with Calpine Solutions – CCA
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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DocuSign DocuSign DocuSign Envelope Envelope Envelope ID: 586521BD 49DECB42 ECB733D9--94BA 289D 4D70--4972 436DB84-BFB6 -B9455E6--84FAD598C781 -E4A2D087721B 1E64D9780DB1 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements.

Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
• You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
• Until or unless you notify Calpine Solutions – CCA as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Calpine Solutions – CCA during the course of your relationship with Calpine Solutions – CCA.

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