Operations Board of Directors
January 14, 2026
10:30 A.M.
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
REMOTE LOCATION VIA TELECONFERENCE
Any interested parties or community members may attend, and participate in, the meeting at the following addresses where Board members may also join the meeting from:
County of Santa Cruz
701 Ocean Street,
Fifth Floor Redwood Room
Santa Cruz, CA 95060
City of Santa Cruz
City Hall
City Manager’s Conference Room
809 Center Street, Room 10
Santa Cruz, CA 95060
City of Hollister
City Hall
375 5th St
Hollister, CA 95023
City of Watsonville
City Hall
City Manager’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
County of San Luis Obispo
Government Building
1055 Monterey St., D430
San Luis Obispo, CA 93408
City of San Luis Obispo
City Hall
990 Palm Street, Council Chambers
San Luis Obispo, CA 93401
City of Morro Bay
City Hall
595 Harbor Street
Morro Bay, CA 93442
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County of Santa Barbara
County Administration Building
105 East Anapamu Street,
BOS Conference Room, Fourth Floor
Santa Barbara, CA 93101
Public may participate through ZOOM. For ZOOM participation please join by computer audio at:
https://us02web.zoom.us/j/83507087702
Or join by phone:
+1 669 900 6833 or +1 669 219 2599
Enter this Webinar ID Number: 835 0708 7702 when prompted. Please note there is no Participant Code, you will press # again after the recording prompts you.
You will be placed in the meeting as an attendee. To make a public comment:
If joined by computer, please press the button to raise your hand If joined by phone, please push *9 on your keypad
If you have anything that you wish to be distributed to the Board, please provide 15 copies to a member of 3CE staff or the Board Clerk, who will distribute the information to the Board members and staff.
The public may comment on the consent agenda and matters not listed on the agenda but within the Board's jurisdiction at the opening of the meeting. The Board may not take action at this meeting on any item not listed on the Agenda other than to refer the matter to staff or set it for a future meeting. The public may comment on a specific item listed on this agenda when the Board considers that item.
Speakers are limited to 3 minutes each.
In addition, members of the public may request and receive copies without undue delay of any documents that are distributed to the Board, unless there is a specific exemption under the Public Records Act that prevents the disclosure of the record. (Cal. Gov’t Code Section 54957.5) In compliance with Government Code Section 54957.5, non-exempt writings that are distributed to a majority or all of the Board in advance of a meeting and that relate to an agenda item will be made available at 3CE’s offices located at 70 Garden Court, Suite 300, Monterey, CA 93940 during normal business hours and are also available on the 3CE website located at: https://pub-3ce.escribemeetings.com/ REASONABLE ACCOMMODATIONS: In compliance with the Americans with Disabilities Act, any individuals who desire to request a reasonable accommodation or modification to observe or participate in the meeting may make such a request by sending an email to: [email protected] Copies of documents may be made in alternative formats, upon request. Requests for accommodations should be made no later than two (2) business days prior to the meeting to allow time for 3CE to address the request.
DISCLOSURE OF CAMPAIGN CONTRIBUTIONS: Pursuant to Government Code section 84308, members of the Board are disqualified and not able to participate in any agenda item involving contracts (other than competitively bid, labor, or personal employment contracts), franchises, discretionary land use permits and other entitlements if the Board member received more than $250 in campaign contributions from the applicant or contractor, an agent of the applicant or contractor, or any financially interested participant who actively supports or opposes the decision on the agenda item since January 1, 2023. Members of the Board who have received, and applicants, contractors or their agents who have made, campaign contributions totaling more than $250 to a Board member during the proceeding or for 12 months after a final decision is rendered in that proceeding, are required to disclose that fact for the official record of the subject proceeding. Disclosures must include the amount of the campaign contribution and identify the recipient Board member and may be made either in writing to the Clerk of the Board prior to the subject hearing or by verbal disclosure at the time of the hearing.
Welcome & Roll Call
Corrections or Additions
The Clerk will announce agenda corrections or proposed additions of emergency, urgency, or continued items, which will be acted on by the Board as provided in Section 54954.2 of the California Government Code.
Public Comment on Items on the Consent Calendar and Items Not listed on the Agenda The public may address the Board on the Consent Calendar and any matter within the jurisdiction of the Board but not on the agenda.
CONSENT CALENDAR
1. Approve minutes from the November 12, 2025 special meeting of the Operations Board
2. Approve minutes from the November 12, 2025 regular meeting of the Operations Board
3. Authorize the CEO to execute Amendment No. 3 to the Standard Services Agreement with CalPine Energy Solutions, LLC, to amend the scope of work to include Application Program Interfaces (APIs) with no change to the not-to-exceed amount or contract term
4. Approve Renewal of Commercial Lease with SGSK, LLC for the premises at 70 Garden Court, Suites 300, 201, 202 in Monterey, California to extend the term for an additional six months ending June 30, 2026
5. FY 2025-26 Energy Programs Update
6. CPUC Regulatory Update
7. Financial Report for the period of October 1, 2025, through October 31, 2025
REGULAR AGENDA
8. CEO Report
a. Large Load Regulatory Advocacy Update
b. CPUC 2026 ERRA Decisions for PG&E and SCE — Impacts to CCA Customers
9. Adopt Resolution No. OB-2026-01 approving and authorizing the CEO to execute: (1) a Power Purchase Agreement ("PPA") as well as any necessary ancillary documents with Monterey Regional Waste Management District for a term of up to three years and in a
total not to exceed amount of $5,040,000; and, (2) up to two amendments, which do not change the total not to exceed amount, subject to approval by the General Counsel
10. Adopt Resolution No. OB-2026-02 approving and authorizing the CEO to execute Amendment No. 1 to the Power Purchase Agreement with IP Darden IV LLC, as well as any necessary ancillary documents, to: (1) add five years to the delivery term for a total of
15 years; and (2) increase the not to exceed amount by $127,000,000 for a total not to exceed of $446,000,000
11. Adopt Resolution No. OB-2026-03 to: (1) approve and authorize the CEO to execute a Power Purchase Agreement ("PPA") with Atlas Solar II, LLC, as well as any necessary ancillary documents for 100 MW of solar generation with a delivery term of fifteen
(15) years in an amount not to exceed $214,000,000; and, (2) authorize the CEO to execute up to two (2) amendments, that do not change the total not to exceed contract amount, subject to approval by the General Counsel
Board member comments and reports
Adjourment
Operations Board of Directors
Special Meeting
November 12, 2025
10:00 A.M.
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
County of Santa Cruz
701 Ocean Street,
701 Community Room
Santa Cruz, CA 95060
City of Santa Cruz
City Hall
City Manager’s Conference Room
809 Center Street, Room 10
Santa Cruz, CA 95060
City of Watsonville
City Hall
City Manager’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
City of Morro Bay
City Hall
595 Harbor Street
Morro Bay, CA 93442
City of San Luis Obispo
City Hall
990 Palm Street, Council Chambers
San Luis Obispo, CA 93401
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County Administration Building
105 East Anapamu Street,
BOS Conference Room, Fourth Floor
Santa Barbara, CA 93101
MINUTES
The meeting was called to order at 10:01 am with 14 members attending from 8 locations and a quorum established.
Directors Present: Headquarters: Paolinelli, Arreola, Uslar County of Santa Cruz: LaGoe, Benson
City of Santa Cruz: Chair Huffaker
City of Watsonville: Pia, Vides
City of Morro Bay: Leuker
City of San Luis Obispo: Bronson
City of Santa Maria: Rowlands, Wolfe
County of Santa Barbara: Miyasato, Ramirez
Directors Absent: Colio Warren, Gil, Long, Pontes, Vice Chair Lewis
The Chair called for corrections or additions to the agenda.
Clerk announced that there were no corrections or additions.
The Chair called for public comment on the closed session items.
There were no public comments received.
The Chair closed the public comment period.
Counsel announced that there would be no action taken in closed session.
Recessed into closed session at 10:04am
CLOSED SESSION
1. Conference with Legal Counsel Re Potential Initiation of Litigation -- Government Code Section 54956.9(d)(4): One matter
2. Conference with Legal Counsel Re Existing Litigation – Government Code Section 54956.9(d)(1) Silicon Valley Clean Energy and Central Coast Community Energy v. Origis USA LLC et al., San Francisco Superior Court Case No. CGC-25-630124
Adjourned at 10:29am
Operations Board of Directors
Regular Meeting
November 12, 2025
10:30 A.M.
Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
County of Santa Cruz
701 Ocean Street,
701 Community Room
Santa Cruz, CA 95060
City of Santa Cruz
City Hall
City Manager’s Conference Room
809 Center Street, Room 10
Santa Cruz, CA 95060
City of Watsonville
City Hall
City Manager’s Office
275 Main Street, Suite 400
Watsonville, CA 95076
City of Gonzales
City Hall
147 Street
Gonzales, CA 93926
County of San Luis Obispo
Government Building
1055 Monterey St., D430
San Luis Obispo, CA 93408
City of San Luis Obispo
City Hall
990 Palm Street, Council Chambers
San Luis Obispo, CA 93401
City of Santa Maria
City Hall
110 East Cook Street, Council Chambers
Santa Maria, CA 93454
County Administration Building
105 East Anapamu Street,
BOS Conference Room, Fourth Floor
Santa Barbara, CA 93101
City of Morro Bay
City Hall
595 Harbor Street
Morro Bay, CA 93442
MINUTES
The meeting was called to order at 10:35 am with 16 members attending from 8 locations and a quorum established.
Directors Present: Headquarters: Paolinelli, Arreola, Uslar County of Santa Cruz: LaGoe, Benson
City of Santa Cruz: Chair Huffaker
City of Watsonville: Pia, Vides
City of Gonzales: Gil
City of Morro Bay: Leuker
County of San Luis Obispo: Pontes (arrived at 10:36am)
City of San Luis Obispo: Bronson, Vice Chair Lewis
City of Santa Maria: Rowlands, Wolfe
County of Santa Barbara: Miyasato, Ramirez
Directors Absent: Colio-Warren, Long
The Chair called for corrections or additions to the agenda.
Clerk announced that there were no corrections or additions.
The Chair called for public comment on the Consent Calendar and items not listed on the agenda.
There were no public comments received.
The Chair closed the public comment period.
CONSENT CALENDAR
MOTION: Moved by Director Wolfe, Seconded by Director Vides to approve the Consent Calendar.
ACTION: The Motion Carried with a roll call vote: 17/0/2 AYES: Paolinelli, Bronson, Gil, LaGoe, Leuker, Arreola, Miyasato, Benson, Pia, Pontes, Ramirez, Uslar, Vides, Wolfe, Vice Chair Lewis, Chair Huffaker
NOES: None
ABSENT: Colio-Warren, Long
1. Approved minutes from the September 17, 2025 meeting of the Operations Board of Directors
2. Approved 3CE Sponsorship Policy Amendments
3. Delegated authority to the CEO to Execute a Legal Services Agreement with the Law Firm of Hueston Hennigan for Litigation Services in an Amount Not to Exceed $2.5 million; and Authorize Up to Two Future Amendments, Subject to Approval by the General Counsel
4. Authorized the CEO to: (1) execute Amendment No. 1 to the Sacramento Municipal Utility District (SMUD) Amended and Restated Service Agreement to provide Customer Relationship Management (CRM) enhancement services, increasing the Original Agreement by an additional $337,300 for a total not to exceed amount of $1,253,341; and (2) execute an agreement with Salesforce, for 10 add-on user licenses in an amount not to exceed $23,603.38
5. Authorized the CEO to execute three Master Enabling Agreements with Bonneville Power Administration; Dynasty Power Inc.; and Clean Power Alliance, to enable future bilateral power transactions, and to execute any necessary ancillary documents associated with their implementation
6. Adopted Resolution No. OB-2025-04 approving 3CE join Special District Risk Management Authority ("SDMA") Joint Powers Authority ("JPA") and authorize the CEO to execute the SDRMA Memorandum of Understanding ("MOU") and Program Participation Agreement for the Purpose of Participation in SDRMA Employee Benefits Program
7. Adopted Resolution No. OB-2025-05 approving amendments to 3CE's Energy Risk Management (ERM) Policy as recommended by the Risk Management Committee (RMC)
8. Investment Performance Report for the period of October 1, 2024 through September 30, 2025
9. Financial report for the period October 1, 2024, through August 31, 2025
10. Energy Programs Update
11. CPUC Regulatory Update
REGULAR AGENDA
12. CEO Report
a. Community Advisory Council Report
b. Distributed Energy Resources Management System (DERMS) / Virtual Power Plant (VPP) c. Extension of 3CE MTR Procurement Order Obligation Granted d. Integrated Resource Planning Ruling Sets Timeline for Statewide Procurement Planning e. PCIA Update
f. Santa Barbara Office Space
The Chair opened the public comment period.
There were no public comments.
The Chair closed the public comment period.
ACTION: Discussion Item; No Action Required
13. Authorized the CEO to execute a Third Amendment to the Energy Storage Agreement ("ESA") with GEM A- CAES, LLC and any necessary ancillary documents to add $125,000,000 and revise the commercial operation date for a total revised not to exceedamount of $895,000,000, a revised commercial operation date of December 31, 2030 and a term of 25 years The Chair opened the public comment period.
There were no public comments.
The Chair closed the public comment period.
MOTION: Moved by Director Miyasato, Seconded by Vice Chair Lewis to approve.
ACTION: The Motion Carried with a roll call vote: 17/0/2 AYES: Paolinelli, Bronson, Gil, LaGoe, Leuker, Arreola, Miyasato, Benson, Pia, Pontes, Ramirez, Uslar, Vides, Wolfe, Vice Chair Lewis, Chair Huffaker
NOES: None
ABSENT: Colio-Warren, Long
Adjourned at 10:57am
Staff Report Item 3
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Mary Federico, Senior Billing Operations & Rates Analyst SUBJECT: Authorize the CEO to execute Amendment No. 3 to the Standard Services Agreement with Calpine Energy Solutions, LLC, to amend the scope of work to include Application Program Interfaces (APIs) with no change to the not-to-exceed amount or contract term DATE: January 14, 2026
RECOMMENDATION:
Authorize the CEO to execute Amendment No. 3 to the Standard Services Agreement with Calpine Energy Solutions, LLC to amend the scope of work to include providing data to third parties as approved by 3CE via Application Program Interfaces (APIs) with no change to the not-to-exceed amount or contract term.
BACKGROUND:
On April 13, 2022, Central Coast Community Energy (3CE) signed an agreement with Calpine Energy Solutions (“Calpine”) to provide data management and contact center services. Calpine is a back-end provider that offers data management, billing services, data analytics, and customer support in many deregulated states, including Community Choice Aggregators (CCAs) in California. Their systems are designed to serve CCAs and support core operational and customer-facing functions at 3CE.
The Standard Services Agreement with Calpine has been amended twice. Once 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 on April 13, 2025 to continue contracted services 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 (SOW) to include MIDAS support.
DISCUSSION/ANALYSIS:
3CE works with a range of vendors that require timely, accurate, and secure access to customer, load, and program data to perform critical functions on behalf of 3CE. Application Program Interfaces (APIs) enable automated and standardized data exchange, reducing manual data transfers, minimizing data latency, and lowering the risk of errors associated with file-based or ad hoc data sharing. API connectivity supports improved operational efficiency, enhanced analytics and reporting, and more effective oversight of vendor performance, particularly for functions such as load forecasting and customer program administration.
To support these needs, 3CE requested that Calpine develop a formal and controlled process to distribute data via APIs to third-party vendors expressly authorized by the agency. Calpine has established a framework for implementing API connections in accordance with the defined security, data governance, and usage standards, as outlined in the attached API Developed License Agreement and Terms of Service. Amendment No. 3 formalizes this capability within the Scope of Work, ensuring that data sharing is secure, auditable, and contractually governed in alignment with 3CE’s operational requirements.
FISCAL IMPACT:
This amendment does not change the not-to-exceed amount and has no fiscal impact.
CONCLUSION:
The Operations Board’s approval and authorization for the CEO to execute Amendment No. 3 will allow for efficient and secure data sharing with third-party vendors used by 3CE.
ATTACHMENT(S):
1. Draft Amendment No. 3 with Calpine Energy Solutions
2. API Developed License Agreement and Terms of Service Template
3. 3CE Standard Services Agreement with Calpine Energy Solutions
4. 3CE Standard Services Agreement Amendment No. 1 with Calpine Energy Solutions
5. 3CE Standard Services Agreement Amendment No. 2 with Calpine Energy Solutions
Amendment No. 3 To Agreement Between CALPINE ENERGY SOLUTIONS, LLC and 3CE for Data Management and Call Center services 1
AMENDMENT NO. 3
TO SERVICES AGREEMENT BETWEEN CALPINE ENERGY SOLUTIONS, LLC
AND CENTRAL COAST COMMUNITY ENERGY
This Amendment No. 3 to the Services Agreement (“Agreement”) which was effective on October 1, 2022 is entered into by and between CENTRAL COAST COMMUNITY ENERGY (“3CE”) and CALPINE ENERGY SOLUTIONS, LLC (“CONTRACTOR”); (3CE and CONTRACTOR are referred 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, 2022, to provide services generally described as data management and contact center services 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 and CONTRACTOR executed Amendment No. 2 on April 13, 2025 to continue contracted services 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; and
WHEREAS , 3CE and CONTRACTOR seek to amend the scope of work to define a process and terms for CONTRACTOR to provide data to third parties that perform services to and are identified in writing by 3CE via Application Program Interfaces (API) upon completion of the API Developed License Agreement and Terms of Service (“License Agreement”).
AGREEMENT
NOW, THEREFORE, the Parties agree to amend the Agreement as follows:
The Agreement is hereby amended on the terms and conditions as set forth in the Agreement, except as specifically set forth below.
1. The Parties agree that Calpine will, as part of the Standard Services provided by Calpine under the Agreement, grant to 3CE and certain 3CE Contractors (together the “Licensees”), a limited, non-exclusive, non-transferable license (“Licenses”), without the
Amendment No. 3 To Agreement Between CALPINE ENERGY SOLUTIONS, LLC and 3CE for Data Management and Call Center services 2
right to sub license, to electronically access and use the API(s) through an internet connection until the termination or expiration of the Agreement. Notwithstanding the foregoing, 3CE agrees and acknowledges that Calpine will immediately terminate any such License and/or access provided to any Licensee that does not fully comply with the terms of the License Agreement.
2. 3CE will indemnify, defend, and hold harmless Calpine, its employees, officers, agents, and affiliates from and against any and all liability, including but not limited to demands, claims, actions, fees, costs and expenses (including attorney and expert witness fees), (collectively “Calpine Claims”) arising from and or relating to the License(s), the access of use of the API(s), and/or the actions or inactions of 3CE, and/or 3CE Contractors.
3. All capitalized terms used, but not defined, in this Amendment shall have the meanings set forth in the Agreement. As modified by this Amendment, the Agreement shall remain in full force and effect.
4. This Amendment may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. The Parties agree that, if a copy of this Amendment is executed by a Party and transmitted to the other Party by facsimile, the copy received shall be deemed for all legal purposes to be an original executed by the transmitting Party.
5. Except as provided herein, all remaining terms, conditions and provisions of the Agreement are unchanged and unaffected by this Amendment No. 3 and shall continue in full force and effect.
6. A copy of this Amendment No. 3 shall be attached to the Original Agreement.
7. This Amendment No. 3 shall be effective when signed by both parties.
Amendment No. 3 To Agreement Between CALPINE ENERGY SOLUTIONS, LLC and 3CE for Data Management and Call Center services 3
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.
Vendor Central Coast Community Energy
BY:__________________________________ BY:______________________________________ Title:_____________________________ Robert M. Shaw, CEO Date: ____________________________ Date: ____________________________ Vendor Approved as to Form
BY:__________________________________ BY:___________________________________ Title:_____________________________ Charles McKee, General Counsel Date: ____________________________ Date: ____________________________ Approved as to Financial Terms
BY:______________________________________
Dewayne Woods, Chief Financial Officer
Date: ____________________________
API Developer License Agreement & Terms
of Service
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[LICENSOR]
(the "Licensor", "we", "our", or "us")
AND:
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7. Remove, obscure, alter, obliterate or cancel from view any copyright, trademark, confidentiality or proprietary notice, mark or legend or any Licensor terms of service or any links to or notices of those terms appearing on or within any aspects of the APIs.
Unless otherwise specified in writing by Licensor, Licensor does not intend use of the APIs to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Licensor unless you have received prior written consent to such use from Licensor. b. Confidentiality and Proprietary Rights
1. For the purposes of the Terms, Confidential Information of either Licensor or You shall include but not be limited to all confidential or proprietary information of either party, whether or not marked “Proprietary or Confidential”, whether oral or written and whether received prior to, during or subsequent to the Terms, including without limitation trade secrets, Intellectual Property Rights or proprietary rights, operations or strategies, methodologies, computer programs, business plans or systems, financial statements, budgets and projections, Licensor lists, equipment lists, know-how, working methods, specifications, technical information, formulas, operating techniques, and cost information and any other similar confidential, sensitive or proprietary information including but not limited to any knowledge or information acquired in connection with or while performing either Party’s obligations under the Terms.
2. Each Party acknowledges that the Confidential Information of the other Party (Disclosing Party) is confidential and constitutes a valuable asset of the Disclosing Party. Unless otherwise provided under this Agreement, the Recipient of the Confidential Information shall:
1. treat the Confidential Information of the Disclosing Party as confidential
2. exercise at least the same degree of care and discretion with respect to the Confidential Information of the Disclosing Party as it exercises in protecting its own Confidential Information;
3. take all necessary steps, including the instruction of employees and Agents, and to ensure that the confidentiality of the Confidential Information of the Disclosing Party is maintained;
4. not disclose, publish, display or otherwise make available to other persons any of the Confidential Information of the Disclosing Party, or copies thereof, and
5. not duplicate, copy or reproduce any of the Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party.
This Section does not apply to information that is (i) in the public domain or enters the public domain through no breach of confidence by Licensor or You; (ii) was rightfully known to the recipient without restriction on use or disclosure prior to such information being disclosed or made available to the Recipient in connection with this Agreement; (iii) was or is received by the Recipient on a non-confidential basis from a third Party that, to the Recipient’s knowledge, was not or is not, at the time of receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the Recipient without reference to or use of any Confidential Information.
3. If the Recipient or any of its representatives are compelled by applicable law to disclose any Confidential Information, then, to the extent permitted by applicable law, the Recipient shall: promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under this Section. If the Disclosing Party waives compliance or, after providing the notice and assistance under this Section, the Recipient remains required by law to disclose any Confidential Information, the Recipient shall disclose only that portion of the Confidential Information that the Recipient is legally required to disclose.
4. Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.
5. You will not make any statement regarding your use of the APIs which suggests partnership with, sponsorship by, or endorsement by Licensor without Licensor’ prior written approval.
Section 5: Content
a. Content Accessible Through our APIs
Our APIs contain third party content (such as text, images, data, or software). This content is the sole responsibility of the person or entity that makes it available to Licensor. Content accessible through our APIs may be subject to intellectual property rights, and, as such, you are only permitted to use that content under the Terms. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy. b. Submission of Content
Some of our APIs allow the submission of content. Licensor does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling Licensor to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Licensor privacy policies, you give Licensor a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. "Use" means use, host, store, modify, analyze, communicate, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.
c. Prohibitions on Content
Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:
1. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
2. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
3. Misrepresent the source or ownership; or
4. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
Section 6: Termination
a. Termination
The Terms and Your License will terminate automatically if You fail to comply with the limitations described herein. On Termination, You must destroy all copies of APIs material, including but not limited to documentation.
You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Licensor with prior written notice and upon termination, cease your use of the applicable APIs. Licensor reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
b. Your Obligations Post-Termination
Upon any termination of the Terms or discontinuation of your access to the APIs, you will immediately stop using the APIs, and delete any cached or stored content that was permitted by the cache header under Section 5. Licensor may independently communicate with any account
owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API. c. Surviving Provisions
Notwithstanding the Termination, cancellation or expiration of the Terms, the terms and conditions contained herein shall survive and continue to be enforceable.
Section 7: Liability for our APIs
a. WARRANTIES
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER LICENSOR NOR ITS
THIRD-PARTY LICENSORS, DISTRIBUTORS OR RESELLERS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON'T MAKE ANY
COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE
SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS "AS IS".
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO
THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS. b. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT,
OR OTHERWISE, SHALL LICENSOR OR ANY OF ITS THIRD PARTY LICENSORS,
DISTRIBUTORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF
OR INABILITY TO USE THE PROGRAMS INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF LIFE, PERSONAL INJURY, ILLNESS OR OTHER HEALTH
RELATED PROBLEM, GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR
MALFUNCTION, LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA OR
RECORDS, BUSINESS INTERRUPTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF (i) LICENSOR OR ANY AUTHORIZED LICENSOR
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) LICENSOR COULD HAVE FORESEEN SUCH DAMAGES OR LOSSES, OR (iii) FOR ANY CLAIM BY ANY OTHER PARTY. NO ORAL OR WRITTEN INFORMATION
OR ADVICE GIVEN BY LICENSOR OR ITS DISTRIBUTORS, RESELLERS, OR
EMPLOYEES SHALL RESTRICT THIS LIMITATION OR CREATE A WARRANTY OR IN
ANYWAY INCREASE THE SCOPE OF ANY WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
c. Indemnification
Unless prohibited by applicable law, if you are a business, you will defend and indemnify Licensor, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
1. your misuse or your end user's misuse of the APIs;
2. your violation or your end user's violation of the Terms; or
3. any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.
Section 8: General Provisions
a. General Legal Terms
We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship.
Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Licensor does not take action right away, this does not mean that Licensor is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
The Terms are the entire agreement between you and Licensor relating to its subject and supersede any prior or contemporaneous agreements on that subject. b. Modification
We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the Licensor developers console. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.
c. Governing Law
The Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provisions. For any legal suit, action, proceeding, dispute or claim arising out of or relating to this TOS, You consent to the
exclusive jurisdiction and venue of the County of Los Angeles, consent to the service of process of such Courts, waive any claim of inconvenient forum therein, and agree to be bound by any such judgement thereof. You agree that in the event of any breach or threatened breach by You, Licensor may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Licensor against any such breach or threatened breach.
d. Agency
The Terms shall not establish any third party beneficiary rights or the relationship of agency, partnership or joint venture between You and Licensor, nor shall any Party be authorized to act as agent or legal representative of any other Party, be responsible for any debts or losses of any other Party or to otherwise incur any obligations, liabilities or responsibilities on behalf of any other Party.
e. Efforts to Perform
You covenant to and agree with Licensor to promptly and duly perform each and every term, provision, matter and thing herein contained on the part of You to be performed. f. Severability
If any one or more of the provisions contained in the Terms is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not, in any way, be affected or impaired thereby in any other jurisdiction and the validity, and enforceability of the remaining provisions contained herein shall not, in any way, be affected or impaired thereby.
g. Waiver
Either Party’s failure to insist in any one or more instances upon strict performance by the other Party of any of the terms and conditions of the Terms shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in the performance of any term and condition thereof.
h. Assignment
You may not assign or transfer any of Your rights or obligations hereunder without the prior consent of Licensor, which consent may not be arbitrarily or unreasonably withheld. Licensor shall have the right to assign the rights and obligations under this TOS to an affiliated company or a third party to whom the business operations pursuant to this TOS are transferred. i. Successors and Assigns
The Terms bind You and Your respective heirs, representatives, and permitted and approved successors (including by merger and acquisition) or any permitted assigns.
j. Force Majeure
No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of Our vendors or Licensors, acts of God, or other causes over which the respective Party has no reasonable control, except that nothing in this section will affect or excuse Your liabilities and obligations including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services. k. Entire Agreement
Unless You and Licensor have agreed otherwise by execution of separate written Terms, this is the entire agreement between You and Licensor and supersedes all prior agreements, commitments or representations of any kind, oral or written relating to the APIs.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
Date: ___________ 1 Contract Number: ______________
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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 2 Contract Number: ______________
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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 3 Contract Number: ______________
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 DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 4 Contract Number: ______________
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:
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 5 Contract Number: ______________
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 DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 6 Contract Number: ______________
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 DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 7 Contract Number: ______________
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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Date: ___________ 8 Contract Number: ______________
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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Date: ___________ 9 Contract Number: ______________
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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Date: ___________ 10 Contract Number: ______________
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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Date: ___________ 11 Contract Number: ______________
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 BY:________________________________ BY:________________________________ Tom Habashi
Title: CEO
Date: ____________________________ Date: ____________________________ DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 Sr. Vice President
Drake Welch
4/5/2022
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Date: ___________ 12 Contract Number: ______________
Approved as to Form
BY:________________________________
Brian Kimball
General Counsel
Date: ____________________________
Approved as to Financial Terms
BY:_________________________________
Jaya Bajpai
Chief Financial Officer
Date: _____________________________
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 Dave Wheeler
4/5/2022
DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 4/13/2022
4/13/2022
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Date: ___________ 13 Contract Number: ______________
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 DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 14 Contract Number: ______________
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 reviews to 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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Date: ___________ 15 Contract Number: ______________
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 customers to 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 customers to change their account status or DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 16 Contract Number: ______________
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 Schedules to 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 IOUs to 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) Contractor shall 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. Contractor shall 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. Contractor shall obtain historical usage data for enrolled CCCE customers, from IOUs, and DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 20 Contract Number: ______________
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. Contractor shall use commercially reasonable efforts to support CCCE in a Cost-of-Service rate design effort for the SCE territory.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 21 Contract Number: ______________
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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 22 Contract Number: ______________
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 regular schedule of Contractor and IOU DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 23 Contract Number: ______________
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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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 or such 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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 25 Contract Number: ______________
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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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 documents from English into other language(s) will be passed by Contractor to 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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
Date: ___________ 27 Contract Number: ______________
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.
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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 DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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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Date: ___________ 30 Contract Number: ______________
Data Type To DPP To Ops Systems Quality
AMI Data - SCE - EDI 867 Received daily- 30 days post power flow (tied to meter read / bill cycle)IOU dependent, 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 from IOU into our billing
system
CRM is synced to our billing system daily
Invoice Data - Billed volumes, Charges, Etc Daily- No weekends, No Calpine or IOU holidays Billing- See Billing SLAs Aging Daily Billing- See Billing SLAs
Data updated to DPP
+1 day
DocuSign Envelope ID: 3055A4D8-6EC3-4AF0-8110-958FFD83F1F4 DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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
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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
Signer Events Signature Timestamp
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)
Sent: 4/5/2022 6:57:08 PM
Viewed: 4/6/2022 8:27:29 AM
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
DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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
DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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 Electronic Record and Signature Disclosure created on: 7/8/2020 1:18:58 PM Parties agreed to: Dave Wheeler, Drake Welch, Tom Habashi, Brian Kimball, Jaya Bajpai DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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:
DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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.
DocuSign Envelope ID: 49DECB42-289D-436D-B5E6-1E64D9780DB1 DocuSign Envelope ID: ECB733D9-4D70-4B84-B945-E4A2D087721B
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
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
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: 1 Contract Number:
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.
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: 2 Contract Number:
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.
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: 3 Contract Number:
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
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: 4 Contract Number:
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:
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: 5 Contract Number:
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
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: 6 Contract Number:
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
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: 7 Contract Number:
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
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: 8 Contract Number:
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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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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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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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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(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
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
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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
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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
Docusign Envelope ID: B5AEDCED-3293-42D8-98D7-8F2810EBD69C Docusign Envelope ID: 26FA1895-7676-4483-80A7-063013E8206A
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.
Docusign Envelope ID: B5AEDCED-3293-42D8-98D7-8F2810EBD69C Docusign Envelope ID: 26FA1895-7676-4483-80A7-063013E8206A
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
Docusign Envelope ID: 26FA1895-7676-4483-80A7-063013E8206A 4/10/2025
Staff Report Item 4
TO: 3CE Policy Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
SUBJECT: Approve Renewal of Commercial Lease with SGSK, LLC for the premises at 70 Garden Court, Suites 300, 201 and 202 in Monterey California to extend the term for an additional six months ending June 30, 2026
DATE: January 14, 2026
RECOMMENDATION:
This recommends the Operations Board approval a Renewal of Commercial Lease with SGSK, LLC for the premises at 70 Garden Court, Suites 300, 201, and 202 in Monterey California.
BACKGROUND:
Since 2017 3CE’s headquarters have been located at 70 Garden Court, suite 300 in Monterey California, where we occupy 11,628 square feet. In 2022, 3CE executed Addendum No. 1 expanding an additional 3,367 square feet comprising of suites 200 and 201. Addendum No. 1 increased our current footprint to a total of 14,995 square feet.
DISCUSSION/ANALYSIS:
3CE’s current lease expired December 31, 2025. To avoid holdover costs and to preserve flexibility as 3CE seeks to purchase a permanent headquarters facility, staff negotiated a six-month extension of our existing lease at a 1% increase over the original contract terms (for a total YOY increase of 4%).
FISCAL IMPACT:
Monthly payments under the extension of $32,403.51. The anticipated cost over the six-month extension is $194,421.06. Costs are allocated in the current year’s budget.
ATTACHMENTS:
1. Renewal of Commercial Lease
2. 2017 Lease Agreement
3. 2022 Addendum No. 1 to Lease Agreement
RENEWAL OF COMMERCIAL LEASE
THIS RENEWAL AGREEMENT dated January 1, 2026, is a rider to and forms a part of the original lease (the “Lease”) dated December 15, 2017, between SGSK, LLC, Lessor, and Central Coast Community Energy, successor in-interest to Monterey Bay Commnity Power Authority, Lessee (s), for the commercial premises located at 70 Garden Court, Suites 300,201 and 202, Monterey, CA.
TERM AND INITIAL MONTHLY FIXED RENT. The Lease is hereby extended for an additional term of Six (6) month(s), commencing January 1, 2026 and ending June 30, 2026. The Initial Monthly Fixed Rent shall be Thirty Two Thousand Four Hundred Three and 51/100($32,403.51).
All other terms, covenants and conditions of the Lease and Addendum No. 1, dated October 27, 2022, shall remain in effect, and no term, covenant or condition of this Lease shall be deemed waived by any action or non-action in the past.
No Existing Claims. Lessee acknowledges that Lessee has no existing claims, defenses (personal or otherwise), or right of set-off whatsoever with respect to the Lease and Lessee further acknowledges and represents that to the best of Lessee’s knowledge, no event has occurred, and no condition exists which would constitute a default by Lessor under the Lease, or this Amendment, either with or without notice or lapse of time, or both.
Lessor: Lessee(s):
Signature Signature
Title Title
Date Date
Authentisign Authentisign ID: 22190044 ID: 22190044--CC9B-41A9A9--9C27 9C27--9D26837EDC18 9D26837EDC18 Addendum No. 1
This Addendum entered into - OCTOBER 27, 2022, by and between A G DAVI LTD., AGENT FOR OWNER, 70 GARDEN COURT MONTEREY LLC; GREGORY J. WOOD, MANAGING MEMBER (hereinafter referred to as Lessor), and
Central Coast Community Energy, successor in-interest to Monterey Bay Community Power Authority (“Lessee”), jointly and severally, (hereinafter referred to as Lessee),
is made on the date appearing above, by and between the Lessor and Lessee.
WHEREAS Lessor and Lessee have entered into a Lease with a commencement date of December 15, 2017, and an expiration date of December 31, 2022 for the premises located at 70 GARDEN COURT, SUITE 300 (ENTIRE THIRD FLOOR), MONTEREY, CALIFORNIA, 93940, hereinafter the Lease, and, WHEREAS, Lessor and Lessee wish to amend, extend, & expand the above mentioned Lease,
NOW THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree to amend the Lease as follows:
1. Premises: *Existing Premises: A total of 11,628 rentable sq. ft. of office space.
*Expansion Premises: A total of 3,367 rentable sq. ft. of office space on the 2nd floor of the Property. The use of the 2nd Floor secured deck/balcony area is included, with exclusive use granted via 24 hour written notice by Lessee to Lessor.
Collectively, the Existing Premises and Expansion
Premises shall be called the “Premises”
• Measurements have been provided by: WRD
Architects & agreed upon between the parties
2. Extension Term: The Extension Term of the Lease would be for three (3) years, commencing upon Lessee taking occupancy of the
Expansion Premises. Adjusted Rental Payments for both
Existing & Expansion Premises shall commence the
later of (i) January 1, 2023 or (ii) delivery of the Expansion Premises to Lessee with the improvements completed in
accordance to paragraph #6 below.
DocuSign Envelope ID: 40BC048B-CD5E-4266-A26E-3038CCB0C31B
Authentisign Authentisign ID: 22190044 ID: 22190044--CC9B-41A9A9--9C27 9C27--9D26837EDC18 9D26837EDC18
3. Base Rent: Existing Premises: $1.99 p.s.f Gross; adjusted annually by 3.0%.
Expansion Premises: $1.85 p.s.f. Gross; adjusted
annually by 3.0%.Lessee shall be
allowed early occupancy of the
Expansion Premises upon
completion of the improvement per
paragraph 6 below at no Base Rent
cost to Lessee.
4. Options to Renew:
5. Free Rent:
Lessor shall provide Lessee with two (2) one (1) year
options to renew the Extension Term upon Lessee shall
providing Lessor with at least sixty (60) days advance
written notice to exercise the option periods. Base Rent for the option periods would continue to be adjusted 3.0%
annually. Otherwise, all other terms and condition of the Lease shall remain the same.
None (excepting for Expansion Premises early
completion of Lessor’s TI work, which should that occur in last Quarter of 2022), & early occupancy allowed Lessee, pre- January 1, 2023, rental payment commencement.
6. Delivery Conditions: Existing Premises – Lessor, at Lessor’s cost, shall provide the following improvements :
• Add blinds or window glazing to the large windows in
the reception area to help prevent the excessive heat
and cooling affects in the summer/winter.
Expansion Premises – Lessor, at Lessor’s cost, shall
provide the following improvements:
• New building standard carpet and paint the Premises
(there are 4 different carpet types within the Premises) • Replace all stained & broken ceiling tiles
• Demo the wall between the two suites and one office in the smaller suite
• Recalibrate the HVAC systems/thermostats to allow
proper airflow throughout the Expansion Premises.
• For code reasons, a direct access to the common area
hallway or the stairwell area may need to be added
(please have WRD assess if this is needed).
∙ Full-height wall in the conference room (see attached).
DocuSign Envelope ID: 40BC048B-CD5E-4266-A26E-3038CCB0C31B
Authentisign Authentisign ID: 22190044 ID: 22190044--CC9B-41A9A9--9C27 9C27--9D26837EDC18 9D26837EDC18
7. Operating Expenses:
8. Hold-Over Tenancy:
Both Premises - Lessee would continue to pay no
increases in Operating Expenses throughout the
Extension Term and the Option to Renew periods in
accordance with the current Lease.
Both Premises - Paragraph 19 of the Original Lease shall be changes to 150%.
10. Americans Disabilities Act: Both Premises - Pursuant to paragraph 61 of the Lease.
11. Broker Acknowledgment:
12. Real Property Disclosures:
13. CASp Disclosure:
Lessor shall recognize Cushman & Wakefield, U.S., Inc.
(“C&W”) as the broker for Lessee and J.H. Tarman
Company & A G Davi, as the broker for the Lessor in this transaction. Lessor shall pay C&W a 2.5% commission
based on the Base Rent paid by Lessee to Lessor for the Expansion Premises and 2.0% for the Existing Premises,
throughout the Term. Said commission shall be paid within thirty (30) days after execution of the Amendment.
Lessor and Lessee acknowledge receipt of the attached
BRE Mandated Agency Disclosures and C&W’s Real
Property Disclosure Forms. The Agency disclosures are
informational documents generally explaining real estate agency laws. As of January 1, 2015, the California
legislature requires that real estate agents provide this form to all real estate buyers, sellers, lessors and lessees.
You will see at the bottom that we are asking you to sign the form. Your signature on this form is requested only to acknowledge your receipt and does not impose any legal
obligations upon you.
For purposes of Section 1938 of the California Civil Code, Lessor hereby discloses to Lessee, and Lessee hereby
acknowledges, that the Premises has not undergone
inspection by a Certified Access Specialist (“CASp”).
A CASp can inspect the Premises and determine whether the Premises complies with all the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of a premises, a
commercial property owner/lessor may not prohibit a
lessee/Lessee from obtaining a CASp inspection of a
premises for its occupancy/potential occupancy of a
premises, if requested by the lessee/tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection if required by Lessee, which would be paid for by Lessee. Any related repairs necessary to correct violations of construction-related accessibility standards within the Premises would be at Lessee’s sole cost and
expense.
DocuSign Envelope ID: 40BC048B-CD5E-4266-A26E-3038CCB0C31B
Authentisign Authentisign ID: 22190044 ID: 22190044--CC9B-41A9A9--9C27 9C27--9D26837EDC18 9D26837EDC18 No Existing Claims. Lessee acknowledges that Lessee has no existing claims, defenses (personal or otherwise), or right of set-off whatsoever with respect to the Lease and Lessee further acknowledges and represents that to the best of Lessee’s knowledge, no event has occurred, and no condition exists which would constitute a default by Lessor under the Lease, or this Amendment, either with or without notice or lapse of time, or both.
All of the terms and conditions of said original lease except as herein modified are to remain in full force and effect and are made a part of this agreement.
IN WITNESS WHEREOF, the above named parties hereto have:
A) Set their hands the date first hereinabove written,
B) Acknowledged receipt of a copy hereof, and
C) Have read, understood and agreed to all of the above.
LESSOR: LESSEE:
70 Garden Court Monterey LLC Central Coast Community Energy Tom Habashi, Chief Executive Officer
Gregory J Wood, Managing Member Date
70 Garden Court Monterey LLC
Date
A G Davi, LTD by A G Davi Jr
DocuSign Envelope ID: 40BC048B-CD5E-4266-A26E-3038CCB0C31B 10/31/2022
Authentisign ID: 22190044 Authentisign ID: 22190044--CC9B CC9B--41A9 41A9--9C27 9C27--9D26837EDC18 9D26837EDC18 ,-
1 Wall HERE
177 sf
.I
®--
--,
/ I i /
/
/
/ 5,278 sf
/
DocuSign Envelope ID: 40BC048B-CD5E-4266-A26E-3038CCB0C31B
Staff Report Item 5
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Inaara Muhammad, Manager of Energy Programs SUBJECT: FY 2025-26 Energy Programs Update
DATE: January 14, 2026
RECOMMENDATION:
Receive an update on 3CE’s Energy Programs.
BACKGROUND:
3CE’s Energy Programs have been administered since 2019 to support 3CE’s mission by serving the Central Coast community with incentives to engage in electrification initiatives, strengthen the local economy, and reduce greenhouse gas emissions. The Energy Programs portfolio has undergone several iterations to improve community-wide accessibility and strengthen participation for priority communities. Currently, 3CE offers 10 programs and two pilots to support residential, commercial, and public agency electrification efforts in the transportation, building, and agricultural sectors.
DISCUSSION/ANALYSIS:
As part of 3CE’s commitment to customers, 3CE staff continually evaluate Energy Programs’ performance by tracking several key indicators and using this analysis to improve the impact of 3CE’s Energy Programs.
The first quarter of FY 2025-26 showed increased participation in 3CE's Energy Programs, largely due to federal funding decisions, and new member agencies engaging in electrification planning. To maximize programs’ accessibility to all customers, and to continue program administration through the end of the fiscal year, rebates have been adjusted for 3CE’s Electrify Your Ride and E-bus programs effective January 1. Furthermore, 3CE has introduced a new rebate type for bidirectional chargers, which will allow 3CE to collect data on available vendors and charger types.
The table below highlights the agency’s programs’ fiscal impact so far in Q1 2026.
FY 2025-26 Q1
GHG reductions Over 1,800 MT CO2e
Load shifted 3.7 MWh
Table 1: Energy Programs Impact in FY 2025-26 (to date) 3CE’s Energy Programs Portfolio Analysis Update (Attachment 1) provides a detailed look at individual Energy Programs in FY 2025-26. The update shares a variety of program performance metrics, including customer participation, all-electric purchases and installations, reduced greenhouse gas emissions, and performance on equity (e.g., incentives and support for income-qualified customers). The update also describes strategic initiatives currently underway to enhance 3CE’s Energy Programs portfolio through pilots and new program offerings.
Below are several ongoing strategic initiatives across Energy Programs’ focus areas.
Transportation Electrification
EV Charger Asset Pilot: On December 10th, 3CE held a project kick-off meeting for 3CE’s public charging pilot site in Santa Maria. The project is under construction and includes Level 2 and DC Fast Charger stations near the Santa Maria public library. This will serve as 3CE’s third pilot site under the EV Charger Asset Pilot.
Building Electrification
Electrify Your Home: 3CE is developing a virtual home assessments pilot as part of the newly relaunched Electrify Your Home program. Contract negotiations are ongoing and will be presented to the Operations Board in the second quarter of FY 2025-26. The virtual home assessments pilot will provide residential customers with personalized reports on home energy use, electrification opportunities, and rebate programs available to support customers through their electrification journeys.
Agricultural Electrification
Ag Electrification Program: 3CE is actively reviewing 3CE’s Agricultural Electrification Program in collaboration with the Community Advisory Council. As part of the review, 3CE convened nine focus groups in November and December. During the focus groups, ag stakeholders across 3CE’s service area discussed barriers to electrification and support opportunities such as additional rebates, technical assistance, and case studies/demo farms. Staff will present feedback and potential program improvement opportunities at the Community Advisory Council’s February meeting.
Energy Optimization
Distributed Energy Resources Management System (DERMS) / Virtual Power Plant (VPP):
On October 24th, 3CE published a Request for Proposals seeking a vendor to provide a DERMS platform and related implementation services. Staff are actively reviewing proposals, with a plan to launch the initiative by the end of FY 2025-26. The DERMS will serve as a core platform for 3CE’s VPP and Distributed Energy Resources (DER) pilots, and integrate various assets including thermostats, heat pumps, and battery systems. 3CE’s customer relationship management system, which was implemented last fiscal year, enabled energy programs to remain open during the transition between fiscal years. 3CE’s website is updated to reflect any changes to programs at the start of the fiscal year and the calendar year.
FISCAL IMPACT:
There is no fiscal impact associated with this report and update.
CONCLUSION:
3CE’s Energy Programs support California’s Central Coast communities by providing funding and services to accelerate regional electrification, reduce greenhouse gas emissions, and benefit local customers and economies.
ATTACHMENT(S):
1. 3CE Energy Programs Analysis Update
3CE’s Energy Programs Update
This report provides updates on Central Coast Community Energy’s (3CE) Energy Programs and Pilots. 3CE continually tracks energy programs’ growing participation and impact in reducing greenhouse gas emissions and supporting the local economies in which 3CE customers live and work.
The table below highlights the agency’s programs’ impact through the start of Q1 2026.
IMPACT FY 2025-26 Q1
GHG reductions1 Over 1,800 MT CO2e
Load Shifted Over 3.7 MWh daily
Heat Pump Water Heater & HVAC Units 57 units
Induction Cooktops 2 units
All-Electric New Construction 3 units
E-Buses 1 E-bus
Electric Vehicles 410 EVs
EV Chargers 296 EV Chargers
Ag Equipment 2 rebates
Total Incentives Distributed $2.5 million
3CE’s energy programs’ impact continues to increase, serving 3CE’s mission to support all customers in their transition to renewable resources, to drive GHG emissions reductions, and to promote local economic growth across the Central Coast. 1 Does not currently include ghg reductions through 3CE’s Residential Battery Rebate Program.
Transportation Electrification
1.Electrify Your Ride
Over 1,753 MTCO2e avoided thus far
Equal to 409 gas cars off the road for one year
Program Purpose & Overview
Electrify Your Ride (EYR) is 3CE’s flagship transportation program, intended to reduce GHG emissions and increase EV adoption by providing residential and commercial customers with rebates for EV purchases and EV charger installations. Program funds are available first come, first served. Enhanced incentives are available for CARE/FERA customers, or income-qualified participants. Technical assistance is available for multifamily and commercial customers planning EV charging projects.
Over $23M in all-electric purchases
supported
Over 665 applications approved across all
5 counties
Figure 1.1: % of applications across counties
40% rebates to income-qualified customers
Figure 1.2: Incentive distribution to income-qualified
customers
980 EV, EV Charger, and Electrical
Upgrades supported this fiscal year
Figure 1.3: Rebates approved by incentive type
3 commercial and multi-family customers
receiving technical assistance
Transportation Electrification
2.Electric Bus (E-bus) Program
1 mtCO2e avoided thus far
Program Purpose & Overview
3CE’s Electric Bus program enables public sector electrification by incentivizing all-electric buses throughout the 3CE service area. The program reduces GHG emissions and harmful pollutants from public transportation serving students, farmworkers, and community members. Program funds are available first come, first served, and can be assigned to a manufacturer. All funded E-buses must be domiciled and charged at 3CE-enrolled sites.
1 school district supported across one county
Figure 2.2: % rebates distributed across counties
1 all electric bus supported
100% of buses to a Title 1 school or
disadvantaged community (DAC)
Figure 2.1: % buses for DAC/Title 1 School
$400k in all-electric
purchases enabled through
3CE’s E-Bus program
Figure 2.3: Rebates approved by e-bus type
Transportation Electrification
3.Plan, Charge, and Electrify Your Fleet
10 Member Agencies committed to zero-emission fleet planning and implementation
Program Purpose & Overview
3CE’s Fleet Electrification programs reduce GHG emissions from medium and heavy-duty fleets by providing Member Agencies with incentives and technical assistance for zero-emission fleet planning and implementation at 3CE-enrolled sites. Program funds are available first come, first served.
Incentive Offerings:
- PLAN: Plan Your Fleet (PYF) provides no-cost technical assistance including fleet replacement planning, project design and engineering, EV charging recommendations, and funding plans.
- CHARGE: Charge Your Fleet (CYF) provides rebates for Level 2 EV Chargers and Level 3 DC Fast Chargers purchase and installation.
- ELECTRIFY: Electrify Your Fleet (EYF) provides rebates for electric vehicle purchase or lease, covering light, medium, and heavy-duty vehicles, plus electric motorcycles.
Program Design Updates
Oct. 1st, 2025: To streamline access and expand funding opportunities, 3CE has combined fiscal-year rebate caps for the Electrify Your Fleet and Charge Your Fleet programs. Member Agencies are eligible for up to $300,000 in total funding for the purchase or installation of electric vehicles, EV supply equipment, and associated infrastructure.
Cities and Counties engaged in zero-emission fleet
planning and implementation include…
7 cities and
counties
Developing Fleet
Replacement
Plans
9 cities and
counties
Developing charging
infrastructure plans
and/or site designs
Over $256k in all-electric purchases and
installations supported
Figure 3.1: rebates distributed by incentive type
Transportation Electrification
4.EV Charger Asset Pilot
Nine Level 2 and two DC Fast Chargers planned across three pilot sites Program Purpose & Overview
3CE’s EV Charger Asset Pilot addresses the need for additional Electric Vehicle Supply Equipment (EVSE) and infrastructure across the 3CE service area through the deployment of a phased EV Charger asset ownership program. The pilot examines charger asset ownership as a potential step in advancing equitable transportation electrification solutions across 3CE’s service area. The pilot encompasses Level 2 and Level 3 DC Fast Charger design, construction, and operation across three categories: community resilience hubs, corridor charging, and EVSE at Member Agency sites.
Board Decisions
October 15, 2025: The Executive Committee approved a publicly accessible EV charging pilot project at 421 South McClelland Street in Santa Maria. The project includes Level 2 and DCFC EV charging stations and is located near the Santa Maria public library.
Pilot Updates
Workplace Charging at 3CE’s San Luis Obispo Office: The EV chargers are operational and actively used by San Luis Obispo office staff.
Employee access to charging began in September 2025. The project remains in ongoing pilot testing, with staff usage patterns and performance data being monitored to inform future workplace charging decisions.
Workplace Charging at 3CE’s Soquel Office: The EV chargers are fully operational and support day-to-day staff charging needs. Employee access began in November 2025. The project is in ongoing pilot testing, with utilization and operational performance being tracked to evaluate program outcomes.
Public Charging in Santa Maria: On October 21, the City of Santa Maria City Council approved the Site Lease License Agreement for 3CE’s Public EV Charger Asset Pilot. Following this approval, the project kicked off on December 10 and is moving into the construction phase. The project includes Level 2 and DCFC EV charging stations located near the Santa Maria Public Library, with completion anticipated by Q3 of FY 2025–26.
Future Pilot Sites: 3CE staff are exploring additional pilot locations for EV charging in consideration of designing and implementing an EV Charging Master Plan. Additional sites will further inform 3CE’s examination of agency-managed infrastructure to expand access to EV charging throughout the Central Coast.
10 ports
across 6 Level
2 chargers
100% total
charger
uptime
3.42 t GHG
emissions avoided
Equivalent to planting 88
trees
50% increase
in staff EV
adoption
Building Electrification
5.Electrify Your Home Program
Over 51 MT CO2e avoided, equal to over
7 homes’ energy use for one year
Program Purpose & Overview
3CE's Electrify Your Home Program (EYH) promotes residential building decarbonization by replacing fossil-fuel powered water heating, space heating and cooking equipment with high-efficiency electric and heat pump appliances for single family and multifamily properties.
Applications are open to contractors and homeowners with program funds available on a first come, first served basis.
Program Design Updates
October 1, 2025: The program’s next iteration relaunched in-house, and includes design enhancements developed in collaboration with the Community Advisory Council. These included expanded contractor eligibility, new eligible appliances, and a customer-focused application.
Moreover, bringing program administration in-house will leverage 3CE staff expertise to improve customer experience and streamline program operations
Figure 5.2: Income-qualified participants by county
9% of rebates distributed to income-qualified customers 95 rebates in fiscal year 2025-26
Figure 5.1: Rebates approved by incentive type
EYH supported over 13 unique, local installers across five counties to complete over $850,000 in all-electric and heat pump installations
Building Electrification
6.New Construction Electrification Program
4 new, all-electric housing units built across 3CE’s service area Program Purpose & Overview
3CE’s New Construction Electrification Program (NCEP) reduces GHG emissions by incentivizing the development of all-electric housing in 3CE’s service area. NCEP provides housing developers incentives to build all-electric housing projects including water heating, space heating, and cooking appliances. Enhanced incentives are available for affordable housing projects and single-family disaster rebuilds. Program funds are available first come, first served.
Figure 6.1: all-electric housing units incentivized by county NCEP supported 3 local contractors
to build all-electric housing across
3CE’s service area
1 3
All-electric Accessory
Dwelling Units
All-electric Market
Rate Housing Units
Building Electrification
7.Reach Codes Program
Codes adopted by 3CE’s cities & counties are
anticipated to impact 310 permits per year
Program Purpose & Overview
3CE’s Reach Code program reduces GHG emissions from the built environment by providing technical assistance to 3CE Member Agency jurisdictions to adopt and codify “Reach Codes” that promote building electrification and EV infrastructure. Technical assistance includes customized code language development, staff presentations, board advocacy, and code enforcement tool creation.
Implemented reach codes update local building codes and ordinances for new residential and commercial construction, and major remodel projects, and align with the 2022 California statewide building code update.
Program Design Updates
3CE is closely monitoring impacts from recent legislative decisions and exploring available support opportunities.
CODE TYPE & IMPACT
Single Family Existing Buildings- Flexpath:
Flexible menu of energy efficiency, electrification, and electric readiness measures for major renovations
Single Family Existing Buildings- Air
Conditioning to Heat Pump:
Property owners follow energy efficiency measures or
install heat pump technology at time of replacement
3 Reach Codes in process,
adopted or codified across 2
cities
Figure 7.2: Types of Reach Codes pursued
Figure 7.1: # of codes by city
Cities and Counties engaged in reach code
planning and implementation include…
Agricultural Electrification
1.Agricultural (Ag) Electrification Program
23.6 tCO2 avoided
Program Purpose & Overview
3CE’s Agricultural (Ag) Electrification program avoids GHG emissions associated with fossil fuel-powered agricultural equipment by incentivizing the purchase of all-electric equipment alternatives. The program provides rebates to 3CE customers in and/or supporting the agricultural industry for all-electric equipment purchases to support business operations. Enhanced incentives are available for small businesses and businesses that experienced loss/damage of equipment due to declared natural disasters. Customers are eligible for up to two rebates per fiscal year, and program funds are available first-come, first-served.
100% of rebates to small businesses
3CE incentives leveraged for over $12,000 in all-electric purchases including… Figure 8.2: % rebates to small businesses by county
Energy Optimization
2.Residential Battery Rebate Program
Over 3.7 MWh of load shifted daily
during peak hours across 3CE service area
Program Purpose & Overview
3CE’s Residential Battery Rebate Program achieves load shifting during peak hours through rebates for the purchase and installation of residential, behind-the-meter battery systems. The program helps solar and non-solar customers manage energy consumption, respond to price signals, and reduce demand during net peak hours. Program funds are available first-come, first-served.
Customers enrolled in NEM 2.0 who elect to transition to NBT early, CARE/FERA-enrolled customers, and customers designated as medical baseline are eligible for enhanced incentives.
Batteries must be programmed to discharge 50% of capacity daily between 4 p.m. and 9 p.m.
Program Design Updates
December 2025: Staff introduced Evergreen connect links, which allow all customers to connect their batteries to 3CE’s load shift tracking without waiting for a unique link. This new feature is intended to reduce application processing time and provide streamlined customer experience.
Figure 9.1: daily load shift during peak hours
142 applications across all five counties
Figure 9.2: % participation by county
18% of applications from CARE/FERA or
Medical Baseline enrolled customers
123 customers using scheduling
assistance
Over 35 local
contractors actively
installing battery systems
for 3CE customers
Energy Optimization
10. Hourly Flex Pricing Pilot 1 & 2
Over 16,000 MWh annual load enrolled
Program Purpose & Overview
3CE’s Hourly Flex Pricing (HFP) Pilot offers customer savings and operational benefits to agricultural, residential, and commercial 3CE customers through real-time, dynamic price signals.
In partnership with PG&E, both Pilot 1 (agricultural) and Pilot 2 (commercial and residential) offer a variety of Automation Service Providers (ASPs) to help enrolled customers optimize load in response to hourly price signals. Expanded Pilot 1, implemented in partnership with Polaris Energy Services, also includes system reliability benefits for agricultural customers through incentivized equipment automation. HFP Pilots 1 and 2 are currently in their first year of implementation. 74% of annual load enrolled from
commercial meters
Figure 10.1: load enrolled by customer type
80 meters across all three customer
classes
Figure 10.2: pilot participation by customer type
Staff Report Item 6
TO: 3CE Operations Board of Directors
FROM: Robert M. Shaw, Chief Executive Officer
PREPARED BY: Jerri Strickland, Director of Regulatory Affairs and Compliance SUBJECT: CPUC Regulatory Update
DATE: January 14, 2026
RECOMMENDATION:
This recommends the Operations Board receive the attached CPUC Regulatory Update.
DISCUSSION/ANALYSIS:
Please find attached 3CE’s Regulatory Update, providing the latest information on the following:
Resource Adequacy (RA)
Bioenergy Market Adjustment Tariff (BioMAT)
Demand Response (DR)
Integrated Resource Planning (IRP)
Renewables Portfolio Standard (RPS)
Provider of Last Resort (POLR) and Emergency Transition Planning Interconnections
PG&E Rule 30 Application for Transmission Service
Improvements to Climate Credit
Energy Resources Recovery Account (ERRA) Forecast
Integrated Energy Policy Report (IEPR)
FISCAL IMPACT:
No financial impact by receiving this report.
CONCLUSION:
This is an informational item only.
ATTACHMENT(S):
Regulatory Update
Operations Board Update
January 14, 2026
Table of Contents
REGULATORY UPDATE .........................................................................................................................................................3 Resource Adequacy (RA).................................................................................................................................................3 Bioenergy Market Adjustment Tariff (BioMAT).....................................................................................................4 Demand Response (DR)....................................................................................................................................................4 Integrated Resource Planning (IRP)...........................................................................................................................5 Renewables Portfolio Standard (RPS)........................................................................................................................6 Provider of Last Resort (POLR) and Emergency Transition Planning..........................................................6 Interconnections .................................................................................................................................................................7 PG&E Rule 30 Application for Transmission Service...........................................................................................7 Improvements to the Climate Credit...........................................................................................................................8 Energy Resources Recovery Account (ERRA) Forecast......................................................................................8 Integrated Energy Policy Report (IEPR)....................................................................................................................9
REGULATORY UPDATE
Resource Adequacy (RA) – R.25-10-003
Issue
The Resource Adequacy (RA) program is the California Public Utilities Commission’s (CPUC) main grid reliability planning program. All load serving entities (LSEs) under the CPUC’s jurisdiction, including CCAs, must demonstrate purchase of a specified amount of eligible RA generation capacity each month and year to comply with RA program requirements.
Status
The Commission has opened a new proceeding to address the 2027 and 2028 RA compliance year and consider further refinements to the slice-of-day (SOD) framework. To initiate stakeholder conversations, the Commission held workshops on November 3 and 4 with a particular focus on RA counting rules for long-duration energy storage (LDES) resources and development of an unforced capacity (UCAP) framework to account for historical forced outage rates in the RA values of certain resources. 3CE attended the workshop and worked with CalCCA to provide feedback on the Energy Division’s UCAP proposal, recommending consideration of impacts to existing contracts and the relationship between UCAP and the planning reserve margin (PRM), a buffer on top of load serving entities’ RA requirements that currently accounts for forced outages. On December 12, the Commission issued a formal scope and schedule for the RA proceeding. Track 1 will consider highest-priority refinements to the SOD program, including consideration of an hourly load obligation trading mechanism that 3CE has strongly supported due to its potential ratepayer affordability benefits. Track 1 will also consider changes to resource accreditation, including LDES and UCAP frameworks.
Next Steps
Track 1 proposals on scoped issues other than transactability concerns are due on January 23, 2026. 3CE will continue working with CalCCA to advocate for RA program refinements that balance grid reliability with affordability. In early February, Energy Division will issue a report on transactability issues to inform proposals related to this topic, due by February 20. Track 1 of the RA proceeding is expected to conclude by early July.
Bioenergy Market Adjustment Tariff (BioMAT) – R.22-10-010; A.25-08-015 Issue
BioMAT is a procurement program opened in 2015 to encourage the development of small bioenergy projects in California. The program is unique in that it allows load serving entities (LSEs) contracting with these projects to recover the costs from all California electricity users through the Public Purpose Programs (PPP) charge. In 2021, 3CE and other CCAs successfully lobbied legislators to reverse the exclusion of CCAs from BioMAT with the passage of AB 843. AB 843 was the first time CCAs gained access to PPP funding, setting a valuable policy precedent. The CPUC began implementation of AB 843 in October 2022 by opening of a new proceeding to work through the details of CCA participation. On August 14, 2024, 3CE’s Operations Board approved 3CE’s participation in the BioMAT program and authorized 3CE’s CEO to execute PPAs with BioMAT-eligible projects.
Status
On August 29, 3CE submitted the first-ever CCA application for compliance review regarding 3CE’s administration of the BioMAT program. The application and supporting testimony describe 3CE’s compliance with the BioMAT program requirements and 3CE’s prudent management of its BioMAT PPA. On December 5, the Assigned Commissioner overseeing 3CE’s application issued the formal scope and schedule and directed 3CE to provide supplemental information related to its BioMAT contract.
Next Steps
3CE is developing its supplemental testimony for its compliance application, due to the Commission by January
20. 3CE will be engaged in its application proceeding and will continue to demonstrate compliance with BioMAT program requirements in order to seek cost recovery for the project once it comes online, currently scheduled for 2027.
Demand Response (DR) – R.25-09-004
Issue
Demand response (DR) refers to programs and rate structures that encourage customers to adjust or reduce their electricity usage in response to price signals, grid conditions, or market incentives. By shifting consumption away from peak periods or reducing load during times of grid stress, DR helps maintain system reliability, reduce the need for costly peaking resources, and integrate higher levels of renewable generation. Well-designed DR programs also empower customers to take a more active role in managing their energy use while contributing to California’s clean energy transition and greenhouse gas reduction goals. On September 29, 2025, the Commission opened this proceeding to enhance demand response in California, along with a staff report proposing to update demand response guiding principles based on predictability, reliability, consistency, cost-effectiveness, and to support the State's energy and environmental goals.
Status
3CE worked with CalCCA to submit opening comments on November 13, 2025, which were supportive of the Commission’s overall goal in opening the rulemaking but highlighted the need to amend the scope of the proceeding and adopt DR principles that eliminate barriers and increase CCA customer participation. On December 16, the Commission held a prehearing conference to discuss the schedule and scope of the proceeding, with robust stakeholder participation.
Next Steps
The Commission will issue a formal scope and schedule for the proceeding in Quarter 1 of 2026, based on party comments and recommendations presented at the prehearing conference. Key issues for 3CE include pursing systems and processes that support timely and consistent CCA access to customer data, ensuring CCA customers