Board of Directors of the
Clean Power Alliance of Southern California
Regular Meeting
Thursday, February 2, 2023
2:00 p.m.
Visit CPA’s YouTube Channel to view a Live Stream of the Meeting *There may be a streaming delay of up to 60 seconds. This is a view-only live stream.
CPA Office
801 S. Grand Ave., Suite 400
Los Angeles, CA 90017
Members of the public may also participate in this meeting remotely at the following locations:
Calabasas City Hall
Council Conference Room
100 Civic Center Way
Calabasas, CA 91301
Ventura County Government Center
Channel Islands Conference Room, 4th Floor
Hall of Administration
800 South Victoria Avenue
Ventura, CA 93009
Whittier City Hall
Admin Conference Room
13230 Penn Street
Whittier, CA 90602
South Bay Cities Council of Governments
Conference Room
2355 Crenshaw Blvd., Suite 125
Torrance, CA 90501
PUBLIC COMMENT: Members of the public may submit their comments by one of the following options:
• Email Public Comment: Members of the public are encouraged to submit written comments on any agenda item to [email protected] up to four hours before the meeting. Written public comments will be announced at the meeting and become part of the meeting record. Public comments received in writing will not be read aloud at the meeting. • Provide Public Comment During the Meeting: The General Public Comment item is reserved for persons wishing to address the Board on any Clean Power Alliance-related matters not on today’s agenda. Public comments on matters on today’s Consent Agenda and Regular Agenda shall be heard at the time the matter is called. Comments on items on the Consent Agenda are consolidated into one public comment period. Members of the public who wish to address the Board at CPA’s Office are requested to complete a comment card and provide it to staff. If you are attending from a remote location, please identify yourself to a CPA representative when your item is called. Each speaker is limited to two (2) minutes (in whole-minute increments) per agenda item with a cumulative total of five 5 minutes to be allocated between the General Public Comment, the entire Consent Agenda, or individual items in the Regular Agenda. Please refer to Policy No. 8 – Public Comment for additional information.
Agenda Page 1
ACCESSIBILITY: Meetings are accessible to people with disabilities. Individuals who need special assistance or a disability-related modification or accommodation to participate in this meeting, or who have a disability and wish to request an alternative format for the meeting materials, should contact the Clerk of the Board at least two (2) working days before the meeting at [email protected] or (213) 713- 5995. Notification in advance of the meeting will enable us to make reasonable arrangements to ensure accessibility to this meeting and the materials related to it.
CALL TO ORDER AND ROLL CALL
PLEDGE OF ALLEGIANCE
GENERAL PUBLIC COMMENT
CONSENT AGENDA
1. Approve Minutes from December 1, 2022, Board of Directors Meeting
2. Approve a Professional Services Agreement with Adapt2 Services LLC for Settlements Software, Implementation, and Training for a One-Year Contract and Four Additional Renewal Years with a Total Not-To-Exceed Amount of $1.4 Million
3. Receive and File Community Advisory Committee Monthly Report
REGULAR AGENDA
Action Items
4. Approve the 2023 Legislative & Regulatory Policy Platform and Revised Bill Position Protocol as Recommended by the Legislative & Regulatory Committee
5. Approve a Professional Services Agreement with TRC Consulting, Inc. for Technical Consulting and Public Outreach Services for the Development of Building and Electric Vehicle Reach Codes for a Two-Year Contract Totaling $430,000 and Receive Update on CPA’s Local Programs Plan and Plan Refresh Process Information Item
6. Winter Electricity Market Update
7. Quarterly Communications Report and 2023 Look Ahead
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MANAGEMENT REPORT
COMMITTEE CHAIR UPDATES
Director Deborah Klein Lopez, Chair, Legislative & Regulatory Committee Director Susan Santangelo, Chair, Finance Committee
Director Robert Parkhurst, Chair, Energy Planning & Resources Committee
BOARD MEMBER COMMENTS
REPORT FROM THE CHAIR
ADJOURN – NEXT REGULAR MEETING ON MARCH 2, 2023
Public Records: Public records that relate to any item on the open session agenda for a regular Board Meeting are available for public inspection. Those records that are distributed less than 72 hours prior to the meeting are available for public inspection at the same time they are distributed to all, or a majority of, the members of the Board. Those documents are available for inspection at CPA Offices or online at www.cleanpoweralliance.org/agendas Agenda Page 3
Board of Directors Item 1
MINUTES
REGULAR MEETING of the Board of Directors of the
Clean Power Alliance of Southern California
Thursday, December 1, 2022, 2:00 p.m.
The Board of Directors conducted this meeting remotely, pursuant to the Proclamation of the State of Emergency by Governor Newsom on March 4, 2020, AB 361, and enacting CPA Resolutions, as a response to mitigating the spread of COVID-19.
Meeting videos are available on CPA’s YouTube Channel.
www.youtube.com/@CPApublicmeetings
CALL TO ORDER & ROLL CALL
Chair Julian Gold called the meeting to order at 2:00 p.m., and Gabriela Monzon, Clerk of the Board, conducted roll call.
Roll Call
1 Agoura Hills Deborah Klein Lopez Director Remote
2 Alhambra Jeff Maloney Director Remote
3 Arcadia Absent
4 Beverly Hills Julian Gold Chair Remote
5 Calabasas Absent
6 Camarillo Susan Santangelo Director Remote
7 Carson Cedric L. Hicks, Sr. Director Remote
8 Claremont Corey Calaycay
Jeremy Swan
Director
Alternate Remote
9 Culver City Daniel Lee Director Remote
10 Downey Absent
11 Hawaiian Gardens Absent
12 Hawthorne Alex Monteiro Director Remote
13 Los Angeles County Sheila Kuehl Vice Chair Remote
14 Malibu Absent
15 Manhattan Beach Hildy Stern Director Remote
16 Moorpark Absent
17 Ojai Betsy Stix Director Remote
18 Oxnard Bert Perello Director Remote
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December 1, 2022 Minutes
19 Paramount Vilma Cuellar Stallings Director Remote
20 Redondo Beach Christian Horvath Director Remote
21 Rolling Hills Estates Steven Zuckerman Director Remote 22 Santa Monica Absent
23 Sierra Madre Robert Parkhurst Director Remote
24 Simi Valley Ruth Luevanos Director Remote
25 South Pasadena Diana Mahmud Director Remote
26 Temple City Fernando Vizcarra Director Remote
27 Thousand Oaks Kevin McNamee Director Remote
28 City of Ventura Joe Yahner Alternate Remote
29 Ventura County Linda Parks Vice Chair Remote
30 West Hollywood John Erickson Director Remote
31 Westlake Village Ned Davis Director Remote
32 Whittier Vicki Smith Alternate Remote
All votes are unanimous unless otherwise stated.
PLEDGE OF ALLEGIANCE
Director Cedric Hicks led the pledge of allegiance.
GENERAL PUBLIC COMMENT
David Diaz, Active SGV, provided public comment.
CONSENT AGENDA
1. Adopt Resolution 22-12-043 Finding the Continuing Need to Meet by Teleconference Pursuant to Government Code Section 54953 (e)
2. Approve Minutes from November 3, 2022, Board of Directors Meeting
3. Approve a Professional Services Agreement between CPA and MRW and Associates LLC with a Not-to-Exceed (NTE) amount of $60,000
4. Receive and File Quarter 3 Risk Management Team Report
5. Receive and File Fiscal Year Quarter 1 Financial Results
6. Receive and File Quarterly Communications Report (August - October 2022)
7. Receive and File 2023 Meeting Schedule
8. Receive and File Community Advisory Committee Monthly Report Motion: Director Hicks, Carson
Second: Director Parkhurst, Sierra Madre
Vote: The consent agenda was approved by a roll call vote with a minor edit to Item 2.
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December 1, 2022 Minutes
REGULAR AGENDA
Public Hearing
9. Adopt Resolution 22-12-044 to Approve Addendum No. 4 to CPA’s Implementation Plan, Adding the Cities of Hermosa Beach, Monrovia, and Santa Paula as Members of Clean Power Alliance, and Authorize Staff to Submit Addendum No. 4 as Attached, or in a Substantially Similar Form, to the California Public Utilities Commission on or Before December 31, 2022
Karen Schmidt, Director, Rates & Strategy, provided an oral report on the item. In September 2022, the Board voted to invite the cities of Hermosa Beach, Monrovia, and Santa Paula to become members of CPA, and each city has subsequently passed its own ordinance to join CPA. The addendum updates CPA’s forecasted load capacity, RPS requirements, and operating results to reflect the addition of the new communities. The addendum must be filed with the California Public Utilities Commission (CPUC) by December 31, 2022, for service to the three new communities to begin in 2024. Once the CPUC certifies the addendum, which is expected by March 2023, the new member agencies will officially become members of the Joint Powers Authority (JPA).
In response to questions from Directors Zuckerman, Parkhurst, and Lopez, staff noted there were three separate studies done for each city independently; the results were presented to the Board collectively. Additionally, the three cities combined add a manageable 3.7% to CPA’s load, and the Board was made aware that the collective rate impact of adding the new cities was approximately 17 cents per month for a typical residential customer. In regard to the starting month of March, outreach and educational efforts will be more effective if the holiday season is avoided, and January is also when Southern California Edison (SCE) implements their new rates; any effect of that rate adjustment can be perceived as due to a change in electricity provider. Lastly, Mr. Bardacke specified that Hermosa Beach will enroll at 100% Green, and Monrovia and Santa Paula have until the end of April to decide on a default rate.
Vice Chair Parks congratulated the three new cities joining CPA. Chair Gold echoed the enthusiastic welcome to the three new member cities.
Motion: Director Mahmud, South Pasadena
Second: Director Perello, Oxnard
Vote: Item 9 was approved by a roll call vote.
Action Items
10. Approve Three Long-Term Renewable Power Purchase Agreements and Authorize the Chief Executive Officer to Execute the Agreements:
a. 16-Year Second Amended and Restated PPA for 233 MW of Solar and 132 MW of Storage with Arlington Energy Center II, LLC
b. 20-Year PPA for 18 MW of Incremental Geothermal Resource with Geysers Power Company, LLC
c. 10.5-Year PPA for 100 MW of Existing Geothermal Resource with Geysers Power Company, LLC
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December 1, 2022 Minutes
John McNamara, Director, Structured Contracts, provided a presentation on three long-term Renewable Power Purchase Agreements (PPAs). In accordance with the CPUC order requiring procurement to address Mid-Term Reliability (MTR), CPA must procure a total of 679 megawatts (MW), spread across three different resource types of new reliable capacity between 2023-2026. Mr. McNamara indicated that the three contracts, Arlington, Incremental Geysers, and Existing Geysers, will help CPA achieve its MTR compliance targets. Mr. McNamara reviewed the backgrounds, recommendations, and rationales for the three contracts and provided an evaluation summary for each.
Director Parkhurst expressed strong support for the projects, indicating that they are reasonably priced and help CPA to reach the difficult baseload capacity category. Ted Bardacke, CEO, noted that although the Incremental Geysers project is not Net Present Value (NPV) positive, it was selected for compliance and resource diversity reasons.
Motion: Director Santangelo, Camarillo
Second: Director Parkhurst, Sierra Madre
Vote: Item 10 was approved by a roll call vote.
11. Approve Two Renewable Power Purchase Agreements (PPA’s) with Pivot Energy and One Amendment to the PPA with Radiant BMT, LLC for Local Resources to Serve the Power Share Program and Authorize the Chief Executive Officer to Execute the Agreements
Mr. McNamara provided a presentation on two Pivot Energy long-term renewable PPAs and one Radiant PPA amendment. Mr. McNamara provided background for the Disadvantaged Community Green Tariff (DAC-GT) and Community Solar Green Tariff (CS-GT) programs, reviewed the Power Share Request for Offers (RFO) timeline, shared the project overview and rationale for the two Pivot projects, and outlined the details of the Radiant PPA amendment and its CPUC approval requirements.
In response to Director Hicks’ question about the criteria used for disadvantaged, communities, Matt Langer, Chief Operating Officer, stated that the criteria is based on CalEnviroScreen, a state tool that determines factors in income and pollution burden, among other factors. In response to Director Mahmud’s questions concerning the PG&E amendment used as a reference to for the Radiant proposal, staff indicated that the CPA Radiant amendment remains under the confidential price cap. Director Parkhurst asked several questions regarding DAC-GT targets, comparison to other Load Serving Entities (LSEs), and CS-GT allocations. Staff clarified that the two Pivot projects would go towards CS-GT program requirements, and CPA will still have 80% left of its allocation requirement. The Radiant project, in addition to the five previously approved projects, make up about 75% of CPA’s DAC-GT allocation, and staff will issue a new Power Share RFO once the CPUC approves the solicitation guidelines. Compared to other LSEs, CPA is further ahead and is one of the few utilities implementing the program. CPA is serving DAC-GT customers with interim resources so those customers can reach 100% Green energy sooner. SCE has not enrolled its’ customers in the program. In response to Director Perello’s questions about the confidential price cap, Mr. Langer explained that it is set by the CPUC based on an average of prices Agenda Page 7
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December 1, 2022 Minutes
for similarly sized projects in other programs in the past. Director Luevanos expressed support for the DAC-GT program and applauded staff for making CPA a leader in this program. Director Mahmud expressed a desire for staff to focus the next distribution on DAC’s that have not previously been recipients of projects under this program.
Craig Perkins provided public comment.
Motion: Director Mahmud, South Pasadena
Second: Director Erickson, West Hollywood
Vote: Item 11 was approved by a roll call vote.
12. CPA Salary Grades, Development of Retention Incentives, Contract Amendments for Chief Executive Officer and General Counsel, Employee Handbook Updates and Revisions
a. Adopt Salary Grades for CPA Employees
b. Direct Staff to Develop Options for a Retention Incentive Program for Board Consideration in 2023
c. Approve and Authorize the Board Chair to Execute the Amended and Restated Employment Agreement with the Chief Executive Officer at a base annual salary of $450,000
d. Approve and Authorize the Board Chair to Execute the Amended and Restated Employment Agreement with the General Counsel at a base annual salary of $413,919
e. Adopt Resolution 22-12-045 Modifying CPA’s Employee Handbook Mr. Bardacke provided a presentation on updates to CPA salaries, benefits, and the employee handbook. Given the stiff labor market competition, CPA has re-engaged compensation consultant Mercer to assist with salary benchmarking and strategies to better equip CPA to retain and recruit staff, particularly at the executive and senior level positions. Mr. Bardacke reviewed the five recommendations made by the Executive Committee and their fiscal impacts, noting that all can be accommodated within the current year’s staffing budget without an adjustment.
Chair Gold noted that the Board received a memo summarizing the Executive Committee’s discussion on the item and fully supported the recommendations.
Vice Chair Kuehl expressed strong support for the adoption of the updates, adding that the knowledge and skills held by CPA staff are highly sought after in the industry; the recommendations bring stability that improves staff retention. Director Hicks commented on CPA’s policy approach to setting a standard for re-evaluating salaries and target percentage levels within the salary ranges. Director Parkhurst expressed support for the adjustments, opining that future success hinges on the talent CPA can attract and retain. In response to Director Hicks’ and Parkhurst’s questions, Mr. Bardacke clarified that CPA plans to evaluate salaries ranges every two years, in addition to annual Cost-of-Living Adjustments (COLA), and that the general target for salaries is the mid-point of the range, but that is not based on policy as experience differs among staff within those ranges. Mr. Bardacke indicated that CPA staffing fluctuates between 50-65 people, with a general vacancy rate of 20% of overall staff positions. Lastly, Mr. Bardacke indicated staff will look at long-term retention incentive structures. Vice Chair Parks requested Agenda Page 8
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December 1, 2022 Minutes
that staff explore lifestyle advantage options to attract future employees. In response to Director Mahmud’s question, Mr. Bardacke indicated that the recent budget and proposed salary adjustments place CPA at the low to mid-range in overhead/salary comparisons amongst CCAs. Director Mahmud echoed strong support for the adjustments, opining that CPA is faced with a retention challenge as there are no additional allowances for travel or living expenses and no retirement pension plan offered. Director Luevanos asked several questions on director salaries, at-will employment, parental leave, and aging parent accommodations. Staff clarified that if salary adjustments are approved, the CAO, CFO, COO and the Vice President of Power Supply will move to the midpoint of the salary range; CPA employees have always been at-will as CPA is not a civil service organization; the employee handbook changes include an extension to the parental leave to 12 weeks of paid leave with the ability to use vacation or other accumulated leave beyond the 12 weeks and then apply for FMLA. Lastly, staff indicated that employees are eligible under FMLA to care for themselves or an immediate family member, such as an aging parent, and staff may use vacation time in that instance as well. Director Lopez expressed support for the salary adjustments, adding that there are unseen costs with onboarding new employees, such as recruitment, training, and the loss of fluidity and institutional knowledge; therefore, retention is pivotal. Director Santangelo echoed the supportive comments, adding that the 20% vacancy rate requires current employees to complete additional work. Director Erickson opined that the best investment a company can make is in its employees and thanked staff for the onboarding work done on his behalf. Director Perello encouraged staff to continue to evaluate salary ranges and requested that staff look at the limit of paid family leave offered to employees. Director Zuckerman expressed a desire for staff to consider future ways to institute longevity incentives for employees, such as deferred salaries or additional contributions to retirement accounts.
Motion: Director Erickson, West Hollywood
Second: Director Lopez, Agoura Hills
Vote: Item 12 was approved by a roll call vote.
MANAGEMENT REPORT
Mr. Bardacke noted that CPA and SCE received the second round of California Arrearage Payment Program (CAPP) relief funds, and staff is working to apply the funds to approximately 55,000 CPA customers with outstanding debt incurred during the pandemic. The statutory requirement mandates the application of the credits by the end of February. Mr. Bardacke also informed that Board that the Resource Adequacy market remained very tight and that CPA will have difficulty meeting its first compliance filing.
COMMITTEE CHAIR UPDATES
Director Deborah Klein Lopez, Chair, Legislative & Regulatory Committee, advised the Board that the Committee is exploring the expansion of the 2023-2024 Legislative & Regulatory Platform to ensure CPA has the ability to react quickly during the legislative session.
Director Steve Zuckerman, Finance Committee member reported on behalf of Finance Committee Chair, Susan Santangelo. Director Zuckerman shared that the Board’s decision to expand the line of credit contributed to an overall healthy economic position.
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December 1, 2022 Minutes
Director Robert Parkhurst, Chair, Energy Planning & Resources Committee, pointed to the work done by the Energy Committee to bring the five project approvals to the Board; thanked staff and the Energy Committee members for their hard work over the past year.
BOARD MEMBER COMMENTS AND OUTGOING BOARD MEMBER RECOGNITION Mr. Bardacke and various Board Members offered words of support, praise, and appreciation for the 10 Board members departing from their current role, including Vice Chair Sheila Kuehl, Vice Chair Linda Parks, Directors Diana Mahmud, Steve Zuckerman, Sho Tay, Mary Sue Maurer, Daniel Lee, Mikke Pierson, Hildy Stern, Ruth Luevanos, Lindsey Horvath, and Janice Parvin. Staff has proposed the creation of the Sheila Kuehl Fellowship Program in the 2023 budget to attract new employee talent. Various Board members expressed their appreciation for the dedication and hard work of CPA staff.
REPORT FROM THE CHAIR
Chair Gold heralded the coherence and commitment of the Board and its alignment with staff in pursuit of CPA’s mission. Chair Gold thanked both CPA staff and all Board Members for their past, present, and future hard work on behalf of CPA.
ADJOURN
Chair Gold adjourned the meeting at 4:28 p.m.
Agenda Page 10
Staff Report – Agenda Item 2
To: Clean Power Alliance (CPA) Board of Directors
From: Matthew Langer, Chief Operating Officer
Approved by: Ted Bardacke, Chief Executive Officer
Subject: Professional Service Agreement with Adapt2 Services LLC for Settlements Software, Implementation, and Training
Date: February 2, 2023
RECOMMENDATION
Approve a Professional Services Agreement with Adapt2 Services LLC for settlements software, implementation, and training for a one-year contract and four additional renewal years with a total Not-To-Exceed amount of $1.4 million.
BACKGROUND
CPA clears over $600 million in energy procurement costs annually through the California Independent System Operator (“CAISO”) market, including both its load and supply resources. Tenaska Power Services, CPA’s third-party scheduling coordinator, currently provides CPA with basic CAISO settlement services and a settlements dashboard. Given the complexity of data generated by CAISO market operations as well as the importance of tracking these costs for CPA’s overall financial results, CPA has been expanding its in-house settlements functionality with hiring of a settlements analyst and planning the procurement of a settlements software platform, which will track CAISO settlements, forecast future settlement values, and create additional reporting on CPA’s portfolio financial performance, including individual supply resource asset performance.
Selection Process
To secure this software, on September 14, 2022, CPA released a Request for Proposals (RFP) for settlements software, implementation, and training. CPA received two Agenda Page 11
Board of Directors Item 2
proposals. CPA selected Adapt2 because Adapt2 offers CPA both the relevant CAISO market experience and a product with exceptional technology/functionality, ease of use, and ease of implementation.
Contract Overview
The proposed contract is a one-year contract that includes a one-time upfront software implementation fee of $150,000 and a one-year license and cloud services fee of $236,250 for a total cost of $386,250, with four additional annual renewals authorized for the software license and cloud services, at CPA’s discretion. All authorized renewals are subject to an escalation cap, and the license and cloud service fees shall not increase by more than two percent (2%) of the amount of the previous term. The total value for the contract including all possible renewals for a 5-year period is approximately $1.4 million, or an average cost of $280,000 per year.
FISCAL IMPACT
Proposed FY 2022/23 contract costs are included in the FY 2022/23 board approved Budget. Contract costs associated with subsequent periods would be included in future annual budget proposals.
ATTACHMENT
1. Professional Service Agreement with Adapt2 Services
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1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of February 2, 2023 (the “Effective Date”), is made by and between:
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and ADAPT2 SERVICES LLC (and its Affiliates as defined below) (“Contractor”).
CPA and Contractor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” In consideration of the terms of this Agreement, and for other good and valuable consideration, the Parties make the following acknowledgments and agreements:
RECITALS
WHEREAS, CPA may contract with a provider for a comprehensive settlements software product, implementation services, and training services; WHEREAS, CPA conducted a Request for Proposals (“RFP”) and CPA selected Contractor because Contractor has the expertise and experience to provide the specified services to CPA and offered CPA the Best Value; WHEREAS, Contractor desires to provide these specified services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:
AGREEMENT
1. Definitions
a. The definition of “Confidential Information” is set forth in paragraph 10.b. of this Agreement.
b. “CPA Data” shall mean all data gathered or created by Contractor in the performance of the Services pursuant to this Agreement, including any customer or customer-related data.
c. “CPA Information” shall mean all confidential, proprietary, or sensitive information provided by CPA to Contractor in connection with this Agreement. d. “CPA Materials” shall mean all finished or unfinished content, writing and design of materials but not limited to messaging, design, personalization, or other materials, reports, plans, studies, documents and other writings prepared by Contractor, its officers, employees and agents for CPA for the performance of, the purpose of, or in the course of implementing this Agreement.
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2 e. “CPA Product” includes collectively CPA Data, CPA Information, and CPA Materials.
f. “Services” shall mean the scope of work Contractor provides to CPA as specified in Exhibit A.
g. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with Contractor. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the entity.
2. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A – Scope of Work
Exhibit B – Contractor’s Workplan and Schedule
Exhibit C – Compensation
Exhibit D – The specified provisions of the Contractor’s Annual Subscription Agreement With regard to Exhibit D, the following provisions shall be incorporated into this Agreement:
(i) Sections I.1, I.2., and I.3 of Article I; (ii) Article 2 in its entirety; (iii) Section III.4 of Article III; (iv) Article IV, in its entirety; (v) Sections V.1 and V.2 of Article V; (vi) Sections VI.1., VI.2, VI.3, and VI.4 of Article VI; and (vii) Sections VII.2 and VII.3, of Article VII. Any provision not expressly specified herein is excluded from this Agreement.
Should a conflict arise between language in the body of this Agreement and any exhibit or attachment to this Agreement, the language in the body of this Agreement controls, followed by Exhibit A, B, C, and specified provisions in Exhibit D in that order.
3. Services to be Performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit C, Contractor shall perform services for CPA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibits A and B (“Services”).
4. Compensation
CPA agrees to compensate Contractor as specified in Exhibit C:
a. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibit A and Exhibit B, CPA shall make payment to Contractor on a not-to-exceed basis and in the manner specified in Exhibit C.
b. Unless otherwise indicated in Exhibit C, Contractor shall invoice CPA monthly to [email protected] for all compensation related to Services performed during the previous month. Payments shall be due within Agenda Page 14
3 fifteen (15) calendar days after the date the invoice is submitted to CPA at the specified email address. All payments must be made in U.S. dollars.
5. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be one (1) year from the Effective Date (“Initial Term”). At the end of the Initial Term, the Parties may renew this Agreement for four (4) successive one (1) year terms for a maximum of four (4) additional years (each, a “Renewal Term”), unless either Party provides ninety (90) days prior written notice of its intent not to renew the term of the Agreement (“Renewal Notice”).
6. Termination
a. Termination for Convenience. CPA may terminate the Agreement in accordance with this paragraph in whole, or from time to time in part, whenever CPA determines that termination is in CPA’s best interests. A termination for convenience, in part or in whole, shall take effect by CPA delivering to Contractor, at least thirty (30) calendar days prior to the effective date of the termination or prior to a Notice of Termination specifying the extent to which performance of the Services under the Agreement is terminated.
If the termination for convenience is partial, Contractor may submit to CPA a request in writing for equitable adjustment of price or prices specified in the Agreement relating to the portion of this Agreement which is not terminated. CPA may, but shall not be required to, agree on any such equitable adjustment.
Nothing contained herein shall limit the right of CPA and Contractor to agree upon amount or amounts to be paid to Contractor for completing the continued portion of the Agreement when the Agreement does not contain an established price for the continued portion. Nothing contained herein shall limit CPA’s rights and remedies at law.
b. Termination for Default. If Contractor fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, or violates any ordinance, regulation or law which applies to its performance herein and such default continues uncured for thirty (30) calendar days after written notice is given to Contractor, CPA may terminate this Agreement by giving five (5) business days' written notice. If Contractor requires more than thirty (30) calendar days to cure, then CPA may, at its sole discretion, authorize additional time as may reasonably be required to effect such cure provided that Contractor diligently and continuously pursues such cure.
c. Termination for Lack of Third-Party Funding. CPA may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source. d. Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (i) Contractor may immediately cease providing Services in its entirety or if a termination to a part of the Agreement, cease providing the Services that have been terminated; (ii) any and all payment obligations of Agenda Page 15
4 CPA under this Agreement will become due immediately except any equitable adjustment pursuant to Paragraph 5(a); (iii) promptly transfer title and deliver to CPA all CPA Product or any work in progress pursuant to this Agreement; and (iv) each Party will promptly either return or destroy (as directed by the other Party) all Confidential Information of the other Party in its possession as well as any other materials or information of the other Party in its possession.
Upon such expiration or termination, and upon request of CPA, Contractor shall reasonably cooperate with CPA to ensure a prompt and efficient transfer of all data, documents and other materials to CPA in a manner such as to minimize the impact of expiration or termination on CPA’s customers.
7. Contract Materials
CPA owns all right, title and interest in and to all CPA Materials and CPA Data. Upon the expiration of this Agreement, or in the event of termination, CPA Materials and all CPA Information, in whatever form and in any state of completion, shall remain the property of CPA and shall be promptly returned to CPA. Upon termination, Contractor may make and retain a copy of such Contract Materials if required by law or pursuant to the Contractor’s reasonable document retention or destruction policies.
8. Payments of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required for it to provide the Services to be performed under this Agreement at Contractor’s own expense prior to commencement of the Services.
9. No Recourse against Constituent Members
CPA is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Joint Powers Agreement and is a public entity separate from its constituent members. CPA shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not make any claims, take any actions or assert any remedies against any of CPA’s constituent members in connection with this Agreement.
10. Confidential Information
a. Duty to Maintain Confidentiality. Each Party agrees hold all Confidential Information in confidence, and will not divulge, disclose, or directly or indirectly use, copy, digest, or summarize, any Confidential Information unless necessary to comply with any applicable law, regulation, or in connection with any court or regulatory proceeding applicable in which case, any disclosure shall be subject to this paragraph, 10.c., and 10.d., below. For purposes of this Agreement, the Party disclosing its Confidential Information is the “Disclosing Party” and the Party receiving such Confidential Information is “Receiving Party.”
b. Definition of “Confidential Information”. The following constitutes “Confidential Information,” whether oral or written: (a) the terms and conditions of, and Agenda Page 16
5 proposals and negotiations related to, this Agreement, (b) information, in whatever form, that the Parties share or disclose in the course and scope of this Agreement, or (c) information that either Party stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other; or (d) any information disclosed by Disclosing Party and which is or should be reasonably understood to be confidential or proprietary to the Disclosing Party at the time of disclosure, including, without limitation, information relating to or otherwise concerning Disclosing Party’s business, products, technology, services, finances, customer lists, users, technical data, tools, source code, product designs and plans, and other marketing and technical information and other unpublished information.
Confidential Information shall not include: (1) information that is generally available to the public or in the public domain at the time of disclosure; (2) information that becomes publicly known other than through any breach of this Agreement; (3) information which is subsequently lawfully and in good faith obtained by a Party from a third party, as shown by documentation sufficient to establish the third party as the source of the Confidential Information; provided that the disclosure of such information by such third party is not known by a Party to be in breach of a confidentiality agreement or other similar obligation of confidentiality; (4) information that a Party develop independently without use of or reference to Confidential Information provided by a Party; or (5) information that is approved for release in writing by a Party. c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), the recipient of the request will as soon as practical notify the other Party in writing via email that such request has been made. The recipient of the request will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information. If the other Party takes no such action after receiving the foregoing notice, the recipient of the request shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If the request or demand is made pursuant to the California Public Records Act discussed in paragraph
10.c. and Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees and agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought Agenda Page 17
6 against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.
11. Insurance
All required insurance coverages shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to CPA within 10 business days after the Agreement is fully executed. The general liability policy shall be endorsed naming Clean Power Alliance of Southern California and its employees, officers and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of work and maintained throughout the Term and any Renewal Term. Each certificate shall provide for thirty (30) days advance written notice to CPA of any cancellation or reduction in coverage. Said policies shall remain in force through the life of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph (d) below which may be provided on a claims-made basis consistent with the criteria noted therein.
Nothing herein shall be construed as a limitation on Contractor’s obligation under paragraph 6 of this Agreement to indemnify, defend, and hold CPA harmless from any and all liabilities arising from the Contractor’s negligence, recklessness or willful misconduct in the performance of this Agreement. CPA agrees to timely notify the Contractor of any negligence claim.
Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the Agreement. In addition to any other available remedies, CPA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. a. General Liability
The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million ($1,000,000.00) with a two million dollar ($2,000,000.00) aggregate limit. CPA shall be named as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page.
b. Auto Liability
Where the services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00).
c. Workers’ Compensation
The Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure Agenda Page 18
7 shall be provided to CPA prior to commencement of work. d. Professional Liability Insurance
Coverages required by this paragraph may be provided on a claims-made basis with a “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work.
Contractor shall maintain a policy limit of not less than $1,000,000.00 per incident. If the deductible or self-insured retention amount exceeds $100,000.00, CPA may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund or Contractor’s general insurance reserves are adequate to provide the necessary coverage and CPA may conclusively rely thereon.
Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement.
Contractor shall monitor the safety of the job site(s) during the project to comply with all applicable federal, state, and local laws, and to follow safe work practices.
12. Indemnification
Contractor agrees to indemnify, defend, and hold harmless CPA, its employees, officers, and agents, from and against, and shall assume full responsibility for payment of all wages, state or federal payroll, social security, income or self-employment taxes, with respect to Contractor’s performance of this Agreement. Contractor further agrees to indemnify, and hold harmless CPA from and against any and all third- party claims, liabilities, penalties, forfeitures, suits, costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which CPA may hereafter incur, become responsible for, or pay out, as a result of death or bodily injuries to any person, destruction or physical damage to tangible property, or any violation of governmental laws, regulations or orders, to the extent caused by Contractor’s negligent acts, errors or omissions, or the negligent acts, errors or omissions of Contractor’s employees, agents, or subcontractors while in the performance of the terms and conditions of the Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of CPA, elected and appointed officers, employees, agents and volunteers.
13. Independent Contractor
a. Contractor acknowledges that Contractor, its officers, employees, or agents will not be deemed to be an employee of CPA for any purpose whatsoever, including, but not limited to: (i) eligibility for inclusion in any retirement or pension plan that may be provided to employees of Contractor; (ii) sick pay; (iii) paid non-working holidays; (iv) paid vacations or personal leave days; (v) participation in any plan or program offering life, accident, or health insurance for employees of Contractor; (vi) participation in any medical reimbursement Agenda Page 19
8 plan; or (vii) any other fringe benefit plan that may be provided for employees of Contractor.
b. Contractor declares that Contractor will comply with all federal, state, and local laws regarding registrations, authorizations, reports, business permits, and licenses that may be required to carry out the work to be performed under this Agreement. Contractor agrees to provide CPA with copies of any registrations or filings made in connection with the work to be performed under this Agreement.
14. Compliance with Applicable Laws
The Contractor shall comply with any and all applicable federal, state and local laws and resolutions affecting Services covered by this Agreement.
15. Nondiscriminatory Employment
Contractor and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age, protected veteran status, or condition of disability. Contractor and/or any permitted subcontractor understands and agrees that Contractor and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.
16. Work Product.
All finished and unfinished reports, plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and agents in the course of implementing this Agreement shall become the sole property of CPA upon payment to Contractor for such work. CPA shall have the exclusive right to use such materials in its sole discretion without further compensation to Contractor or to any other party. Contractor shall, at CPA’s expense, provide such reports, plans, studies, documents and writings to CPA or any party CPA may designate, upon written request. Contractor may keep file reference copies of all documents prepared for CPA.
17. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.
In the case of CPA, to:
Name/Title: Theodore Bardacke, Chief Executive Officer
Address: 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017 Telephone: (213) 269-5890
Email: [email protected]
Agenda Page 20
9 In the case of Contractor, to:
Name/Title: Jason Kram, Executive Vice President
Address: 24 Greenway Plaza, #725, Houston, TX 77046
Telephone: (832) 228-8474
Email: [email protected]
18. Assignment
Neither this Agreement nor any of the Parties’ rights or obligations hereunder may be transferred or assigned without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
19. Subcontracting
Contractor may not subcontract Services to be performed under this Agreement without the prior written consent of CPA. If the CPA’s written consent to a subcontract is not obtained, Contractor acknowledges and agrees that CPA will not be responsible for any fees or expenses claimed by such subcontractor.
20. Retention of Records and Audit Provision
Contractor and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, and correspondence pertaining to this Agreement. Such records shall include, but not be limited to, documents supporting all income and all expenditures.
CPA shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Agreement period and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on Contractor’s premises, or, at CPA’s option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from CPA.
Contractor shall refund any monies erroneously charged. Contractor shall have an opportunity to review and respond to or refute any report or summary of audit findings and shall promptly refund any overpayments made by CPAbased on undisputed audit findings.
21. Conflict of Interest
a. No CPA employee whose position with the CPA enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Agreement. No officer or employee of the Contractor who may financially benefit from the performance of work hereunder shall in any way participate in the CPA’s approval, or ongoing evaluation, of such work, or in Agenda Page 21
10 any way attempt to unlawfully influence the CPA’s approval or ongoing evaluation of such work.
b. The Contractor shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts that create a conflict of interest. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to CPA. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.
22. Publicity
Contractor shall not issue a press release or any public statement regarding the Agreement, Services contemplated by this Agreement, or any other related transaction unless CPA has agreed in writing the contents of any such public statement.
23. Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The Contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles.
24. Amendments
None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Parties.
25. Severability
Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not invalidate the whole of this Agreement, but rather, the remainder of the Agreement which can be given effect without the invalid provisions, will continue in full force and effect and will in no way be impaired or invalidated.
26. Complete Agreement
This Agreement constitutes the entire Agreement between the parties. No modification or amendment shall be valid unless made in writing and signed by each party. Failure of either party to enforce any provision or provisions of this Agreement will not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.
Agenda Page 22
11 27. Counterparts
This Agreement may be executed in one or more counterparts, including facsimile(s), emails, or electronic signatures, each of which shall be deemed an original and all of which together will constitute one and the same instrument IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
Adapt2 Services LLC Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Francisco Diaz By: Theodore Bardacke
Title: President Title: Chief Executive Officer
Adapt2 Solutions Inc.
____________________________________
By: Francisco Diaz
Title: President
Agenda Page 23
Exhibit A – Scope of Work
PROJECT TASKS AND DELIVERABLES
Adapt2 Solutions Inc. shall be responsible for providing a comprehensive settlements software product. with service provided at a level specified in the Service Level Agreement published by Adapt2 Solutions, Inc., as updated from time to time.
Adapt2 Solutions Inc. must account for Task #1 and Task #1 must be completed according to the timeline set forth below:
Task #1: Software Settlements Product
Provide a software settlements product (the “Product”) that CPA will use to track CPA’s CAISO settlements. The Product shall offer the following functionality and meet the technical requirements set forth below:
1. Data repository for CAISO bill determinants.
a. The Product shall have a database that is solely for CPA’s data. i. Database functionality shall include, but is not limited to, storing CPA’s CAISO bill determinants, invoices, prices, and CAISO meter data. This database will house all of CPA’s CAISO settlements data and include both billing and flow date and time (month, day, hour, minute as appropriate) stamps associated with charges and determinants.
ii. CPA requires read-only access to the database.
iii. CPA requires file transfer protocol (“FTP”), application programming interface (“API”), or other access to retrieve the actual raw CAISO files if needed.
2. CAISO settlements.
a. The Product shall provide a user interface screen to view all CAISO charge codes. i. The CAISO charge codes shall be displayed with pivotable selections including, but not limited to, settlement point, interval, date, charge code, charge name, volume, price, and charge when applicable. The charge code data will be based on the CAISO bill determinant files that are published in the CAISO Market Results Interface – Settlements (“MRI-S”) portal. The Product shall calculate each CAISO charge from the determinant files on the same day CAISO publishes the data needed. The charge codes should be displayed for any customizable date range, including a single day, week, month, or year. This screen shall always show the most recent (best available) CAISO charge. b. The Product shall compare charge codes to the CAISO invoices to determine if any discrepancies exist.
i. The user interface shall show every CAISO charge that is related to a specific invoice, including all initial and resettlement charges that make up the invoice.
These charges will be calculated using the CAISO bill determinant files and then compared to the actual CAISO invoice that will be in the invoicing screen to find any discrepancies.
ii. This data must be available in the user interface on the day CAISO publishes the invoice.
Agenda Page 24
iii. The CAISO charges that are related to a specific invoice must have a separate screen from the screen set forth in 2(a) above.
c. Include mapping of CAISO charge codes to CPA’s general ledger accounts (“GLs”) as determined by CPA for a specific CAISO invoice and user shall be able to export this data to an accounting system using the screen set forth in 2(b) above. d. The Product shall include a screen that shows every version of each CAISO charge. i. This screen will have every CPA initial and resettlement charge that has ever been published by CAISO and be viewable for any customizable date range. e. The Product shall include a screen to view all CAISO invoices. i. Show all CAISO invoices from MRI-S, including annual charges and/or invoices. ii. Examples: Reliability Coordinator (“RC”), Transferred Frequency Response (“TFR”), North American Electric Reliability Corporation/Western Electricity Coordinating Council (“NERC/WECC”) CAISO invoices.
f. The Product shall include a screen to view the CAISO MRI-S meter data at the 5, 15, and 60-minute intervals for CPA’s load and supply resources. g. The Product shall include a screen to view the CAISO Open Access Same-Time Information System (“OASIS”) prices and reports.
i. The product should be able to export and display any of the OASIS reports at CPA’s request if needed.
h. Ability to choose between multiple CAISO Scheduling Coordinator IDs (“SCIDs”) if needed.
i. Ability to filter charge codes to the interval and settlement point levels in all charge code screens.
j. Account for Daylight Savings Time (“DST”) in all CAISO downloads (must skip or add the correct hour).
k. Account for all the CAISO market changes and have a quality assurance (QA) team test them prior to making the changes in the production environment.
3. Shadow settlements.
a. The Product shall provide a screen that is able to estimate CAISO charges. These estimations are calculations using the CAISO awards, prices, and meter data. b. This screen shall also display the CAISO actual charges from the CAISO bill determinant files and be able to compare the shadowed value and the actual value once the actuals are published by CAISO.
4. Ad-hoc reporting and dashboard.
a. Ability for CPA to create custom reports from the data in the database, display the results in the user interface, and export in comma-separated values (“CSV”) format. i. This will require for CPA to have read access to the database where CPA can build out a view and send it to the Proposer for them to create and be able to view the results in the user interface.
b. Filter, summarize, and display data elements based on user-created logic. i. Example: Display data at an interval and resource level and create custom columns/calculations into the user interface.
c. Ability to create charts for energy supply resource asset performance reporting. i. For each generation resource, a clustered column chart showing the monthly sum of generation compared to CPA’s internal production forecast and day-ahead market forecast.
Agenda Page 25
ii. For each generation resource, a clustered column chart by hour of day showing the average megawatts (“MWs”) of generation, CPA’s internal production forecast, and day-ahead market production forecast, overlaid on a secondary axis with CPA’s day-ahead market load forecast and Estimated Settlement Quality Meter Data (“ESQMD”) load measures as line chart series. iii. For each generation resource, a clustered column chart of 5-minute CAISO credits and generation contract costs. Provide CAISO credit minus contract cost overlaid on the same axis as a line chart series.
iv. For each energy storage resource, a stacked column chart showing the average of MWs clearing each CAISO market (Day Ahead Market (“DAM”), Fifteen Minute Market (“FMM”), Real Time Market (“RTM”)) by hour of day. v. For each energy storage resource, a stacked column chart by hour of day showing the sum of monthly energy revenue and ancillary services revenue (all ancillary services products and charge codes aggregated). vi. For each energy storage resource, a stacked column chart by hour of day showing the sum of monthly ancillary services revenue by product and charge code (i.e., RegUp, RegDown, Spin, NonSpin, Mileage Up, Mileage Down, RegUp Noncompliance, RegDown Noncompliance, etc.).
5. Export and retrieve raw data.
a. Ability to export data in portable document format (“PDF”), CSV, and Excel (“XLSX”) format from all settlement screens.
b. Read-only access to the Database in SQL to all of CPA’s CAISO data. c. Ability to import and export reports between TPS, CPA’s in-house ETRM, accounting software, etc.
i. Ability to interface with accounting systems such as, but not limited to, NetSuite or QuickBooks.
6. E-Tag summary.
a. A summary of tag data that provides the required information to complete the Annual California Air Resources Board (“CARB”) Mandatory Reporting of Greenhouse Gas Emissions (“MRR”) filing, which includes (but is not limited to) the following fields: Tag Code, Generator Control Area, Local Control Area, PSE Comment, Start/End date, Original Volume, Final Volume, Source and Sink, Point of Receipt (“POR”), Point of Delivery (“POD”).
b. CPA only needs E-tag viewing capabilities, no E-tag submissions required.
Deliverables for Task #1:
• Delivery of Product meeting the technical specifications set forth above.
Timeline for Task #1:
• Delivery of Product by February 2, 2023.
Adapt2 Services LLC shall be responsible for providing implementation and training services.
Adapt2 Services LLC must account for Task #2 and Task #2 must be completed according to the timeline set forth below:
Agenda Page 26
Task #2: Implementation and Support Services
Provide technical and relevant industry-level experience to guide CPA through a proven implementation as well as provide training and ongoing support services, as set forth below:
1. Provide a comprehensive solution with the following:
a. Incorporates best practices for graphical user interface design, end‐user support and product documentation, error messaging, on‐line help functionality, database backup/recovery capabilities, data retention policy, and reporting and data visualization tools.
b. Incorporates appropriate security and user permissions. c. Meets industry best practices for implementation and configuration methods.
2. Provide project management support, including a dedicated project manager or lead who has decision‐making authority and will assume responsibility for coordination, control, implementation, and performance of the Services.
a. Any changes to key personnel associated with the subsequent contract must be submitted in writing and approved in writing by CPA.
3. Provide troubleshooting services for any hardware and software problems.
4. Provide customer support, including phone or technical support to CPA users Monday through Friday, 8:00 AM through 5:00 PM PST (excluding holidays). The selected Proposer may from time to time be required to provide additional technical support beyond the usual phone support supplied.
5. Provide all CPA Data at the end of the Initial Term or any Renewal Terms in a format that can be transferred to a new system and facilitate the transition of CPA Data from the Product to the new system.
Deliverables for Task #2:
• Completion of the implementation and support services set forth above, including, but not limited to:
o Provide a software deployment plan, including minimum hardware requirements information needed to install software, etc.
o Provide market data and other pertinent data to run the Product for CAISO settlements and detailed review and discussion of configurations, settings, and generation of custom reports.
o Create a training plan for CPA staff that includes a training schedule and an explanation of the types of documentation to be provided (user manual and quick reference guide). After completion of the training, CPA staff should have a good understanding of the Program’s functionality and be able to navigate the user interface and create custom reports.
o Complete the transfer and transition of CPA Data from the Product as directed by CPA.
Timeline for Task #2:
• Implementation shall be completed by June 28, 2023.
Agenda Page 27
Exhibit B – Contractor’s Workplan and Schedule
Contractor’s implementation timeline and schedule is set forth below:
Outline
Number Task Name Estimated Start
Estimated
Finish
1 CPA - Adapt2 Implementation March 6, 2023 June 28, 2023
1.1 Initiation and Planning March 6, 2023 March 13, 2023
1.1.1 Project Kick-off March 6, 2023 March 6, 2023
1.1.2 Confirm Requirements March 7, 2023 March 13, 2023
1.1.3 Finalize Project Schedule March 7, 2023 March 13, 2023
1.2 Execution March 7, 2023 May 18, 2023
1.2.1 Project Environment Setup March 7, 2023 March 13, 2023
1.2.1.1 Provision Project Environment March 7, 2023 March 13, 2023
1.2.2 Reference Data March 7, 2023 March 10, 2023
1.2.2.1 Participant Account Info March 7, 2023 March 8, 2023
1.2.2.2 Participant ISO Credentials March 7, 2023 March 8, 2023
1.2.2.3 Commercial Model and Assets March 7, 2023 March 8, 2023
1.2.2.4 Tagging PSE information March 9, 2023 March 10, 2023
1.2.3 Enable Screens March 13, 2023 March 17, 2023
1.2.3.1 User Access March 13, 2023 March 14, 2023
1.2.3.2 Participant dropdown March 15, 2023 March 16, 2023
1.2.3.3 Screen Ribbons March 17, 2023 March 17, 2023
1.2.4 Market Link March 20, 2023 March 24, 2023
1.2.4.1 CAISO March 20, 2023 March 24, 2023
1.2.4.1.1 ISO Invoices March 20, 2023 March 24, 2023
1.2.4.1.2 Settlement Reports March 20, 2023 March 24, 2023
1.2.4.1.3 Market Results March 20, 2023 March 24, 2023
1.2.4.1.4 Public data (Prices, OASIS reports) March 20, 2023 March 24, 2023
1.2.4.1.5 Meter Data March 20, 2023 March 24, 2023
1.2.5 Back Office Essentials March 27, 2023 April 7, 2023 Agenda Page 28
1.2.5.1 CAISO March 27, 2023 April 7, 2023
1.2.5.1.1 Data Adapters March 27, 2023 April 7, 2023
1.2.5.1.2 Awards and Schedules March 27, 2023 April 7, 2023
1.2.5.1.3 Production Month March 27, 2023 April 7, 2023
1.2.5.1.4 Prior Period Adjustments March 27, 2023 April 7, 2023
1.2.5.1.5 Invoice Review March 27, 2023 April 7, 2023
1.2.6 Back Office Advanced April 10, 2023 May 4, 2023
1.2.6.1 Market vs Internal (Shadow Settlements) April 10, 2023 April 14, 2023
1.2.6.1.1 CAISO Market vs Internal April 10, 2023 April 14, 2023
1.2.6.2 Accounting Month April 17, 2023 May 4, 2023
1.2.6.2.1 CAISO Accounting Month April 17, 2023 April 25, 2023
1.2.6.2.2 CAISO Invoice Comparisson Reports April 26, 2023 May 4, 2023
1.2.7 Accounting System Integration May 5, 2023 May 18, 2023
1.2.7.1 Outbound data to General Ledger system May 5, 2023 May 18, 2023
1.3 Custom Reporting May 5, 2023 May 18, 2023
1.3.1 End User Reporting May 5, 2023 May 18, 2023
1.4 Training May 19, 2023 May 19, 2023
1.4.1 Admin Training May 19, 2023 May 19, 2023
1.4.2 End User Training May 19, 2023 May 19, 2023
1.5 Testing May 22, 2023 June 9, 2023
1.5.1 Define UAT Requirements May 22, 2023 May 22, 2023
1.5.2 Execute Back Office Essentials UAT May 22, 2023 May 26, 2023
1.5.3 Execute Back Advanced UAT May 29, 2023 June 2, 2023
1.5.4 Execute Allocations UAT June 5, 2023 June 9, 2023
1.5.5 UAT Sign Off June 9, 2023 June 9, 2023
1.6 Project Close June 12, 2023 June 28, 2023
1.6.1 Standup to Production Environment June 12, 2023 June 14, 2023
1.6.2 Go-Live June 14, 2023 June 14, 2023
1.6.3 Post Go-Live Support June 15, 2023 June 28, 2023
Agenda Page 29
1.7 Tagging Implementation March 7, 2023 June 1, 2023
1.7.1 Confirm Tagging Requirements March 7, 2023 March 9, 2023
1.7.2 Finalize Tagging project schedule March 10, 2023 March 14, 2023
1.7.3 Installation of Tagging components March 14, 2023 March 20, 2023
1.7.4 Reference Data March 21, 2023 March 27, 2023
1.7.4.1 PSE Account Info March 21, 2023 March 27, 2023
1.7.4.2 Tag Users March 21, 2023 March 27, 2023
1.7.4.3 Additional Ref Data March 21, 2023 March 27, 2023
1.7.4.4 User Access March 21, 2023 March 24, 2023
1.7.5 Tagging configuration March 28, 2023 April 17, 2023
1.7.5.1 Configure Tag Agent (listener) March 28, 2023 April 6, 2023
1.7.5.2 Configure Tag Dashboard April 7, 2023 April 11, 2023
1.7.5.3 Configure Tag Editor April 12, 2023 April 13, 2023
1.7.5.4 Configure Tag Viewer April 14, 2023 April 17, 2023
1.7.6 CARB Reporting April 18, 2023 May 1, 2023
1.7.6.1 CARB Reporting configuration April 18, 2023 May 1, 2023
1.7.7 Training May 2, 2023 May 4, 2023
1.7.7.1 Tagging training May 2, 2023 May 4, 2023
1.7.8 UAT May 5, 2023 May 16, 2023
1.7.8.1 Define UAT Requirements May 5, 2023 May 8, 2023
1.7.8.2 Execute Tagging UAT scripts May 9, 2023 May 16, 2023
1.7.8.3 UAT Sign Off May 16, 2023 May 16, 2023
1.7.9 Go-Live Tagging May 16, 2023 June 1, 2023
1.7.9.1 Migrate Tagging configuration to Production
environment
May 16, 2023 May 18, 2023
1.7.9.2 Go-Live / PSE OATI Cutover May 18, 2023 May 19, 2023
1.7.9.3 Post Go-Live Support May 18, 2023 June 1, 2023
Contractor’s implementation approach and workplan is set forth below:
Agenda Page 30
Project Kickoff
The primary goals of the project kickoff are the following:
1. Identify key resources to oversee the project and ensure its success. a. Executive sponsor.
b. Project manager.
c. Governance structure.
d. Functional and technical leads.
2. Communicate key milestones and expected delivery dates.
3. Communicate the change management process.
Executive sponsor. An executive sponsor is a C-level role who has the primary vested interest in seeing the project to completion.
Project Manager. The individual responsible for the project’s overall performance and success.
He or she will liaise between the functional/technical leads and the Project Sponsor.
Governance structure. To ensure accountability and success of the project, a governance board needs to be put in place. The purpose of this committee is to help the project sustain its potential to deliver its promised value.
Functional Leads. Functional leads will ensure business requirements are translated to technical requirements for the software.
Technical Leads. Technical leads will ensure the technical design and implementation of functional requirements are consistent with efficiency and best practices.
Requirements Gathering & Design Phase
The primary goal of gathering requirements is to fully define and document the project scope.
The Contractor’s functional team will meet with the business process experts on the CPA side Agenda Page 31
and start identifying all business processes to be included in Contractor’s business-to-business (“B2B”) configuration.
Once all business processes have been identified, the primary focus is documentation on the detailed scope of work. Priorities and user acceptance testing scripts are also tagged to all deliverables.
During the design phase of the implementation, the project team will evaluate the current ‘as is’ business processes and begin outlining the ‘to be’ business processes. All reporting, integration and documentation requirements are gathered during this phase.
All integration points and data flows (inbound and outbound) must also be identified as well (ETRM, general ledger, forecasting systems, spreadsheets, etc.).
The project scope and associated design approach will be approved by the project manager, CPA’s team leads and project sponsor.
Software Configuration and System Integration
This phase is where the functional leads transfer all business and integration requirements to the technical team and the technical team begins the work of configuring the business and technical needs within Contractor’s platform.
This phase is inclusive of all of Contractor’s B2B reference data and market access configuration required to support the scope and requirements defined in Step 2.
All unit testing and system integration testing are completed within the project team for all expected user acceptance testing scripts.
User Training
It is important that all users of Contractor’s platform are prepared and ready to use the system at cutover. End-user training is delivered by the project team and is essential prior to the user acceptance testing phase.
These training sessions are hands-on, go through “day-in-the-life” scenarios and include walk-throughs of all user acceptance test scripts.
User Acceptance Testing (“UAT”)
Conduct a thorough end-to-end testing of Contractor’s platform with agreed upon UAT scripts.
Every business process and integration point should be covered.
After the system has been tested by the users, a “sign-off” on system readiness should be agreed by both the executive sponsor and project manager.
Cutover/Go-Live
The combined Contractor and CPA team needs to plan, prepare, and execute the cutover, by creating a cutover plan to describe all cutover tasks to be completed before go-live. This plan is designed to minimize the ongoing risk of implementing a new system or moving from one system to another.
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When developing a cutover plan, key activities will be identified in advance so the project team and stakeholders can agree on the tasks and be aware of when they need to be completed.
There must be a contingency plan in place should something go wrong during the cutover process; there should be no need to shut down production business operations.
Post go-live support is essential after the go-live/cutover point. Resources will be required of both Contractor and CPA. This hyper-care phase on both sides will be staffed accordingly.
Project Communication and Status Approach
Contractor and CPA will jointly participate in weekly scheduled status meetings, unless otherwise communicated. The purpose is to review progress, issues, and risks. Prior to these meetings, Contractor will provide updates to the CPA project manager so that a consolidated report can be presented at the meeting if required.
The following information will be reviewed each week:
• Overall assessment of schedule– red/yellow/green, any impacts to overall completion. • Overall assessment of budget – red/yellow/green, any impacts to overall completion. • Deliverables started; deliverables completed.
• Tasks completed.
• Tasks planned for the next two (2) weeks.
• Milestones met/missed.
• New issues identified, status of existing issues.
• New risks identified, status of existing risks.
• Proposed scope changes and approved scope changes.
Architecture
The following diagram shows the architecture of a sample AKS implementation, with a non-production (aka: development or project) environment and a production environment:
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Exhibit C – Compensation
Adapt2 Solutions Inc. and Adapt2 Services LLC shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the fixed rates specified in the table below and in compliance with the terms and conditions of this Agreement. The payment terms for the subscription follow the terms of the subscription agreement in Exhibit D.
Contract (Task) Item Estimated
Start Date
Estimated
End Date
Not-to-Exceed
Amount
Adapt2 Solutions Inc.
Task #1:
Software
Settlements
Product
Adapt2 B2B Back Office Essential
Eight (8) named users
Twelve (12) month Operational
Subscription
February 2,
2023
February 1,
2024
$63,750
Adapt2 B2B Back Office Advanced
Eight (8) named users
Twelve (12) month Operational
Subscription
$42,500
Adapt2 T2T: Tag Listener Only
Eight (8) named users
Twelve (12) month Operational
Subscription
$25,000
Twelve (12) months cloud services
and hosting costs, billed as a pass-through, without any additional mark-up February 2, 2023
February 1,
2024
$75,000
Twelve (12) months Adapt2
Accelerated Services, including
system updates, data checks,
environment updates, and upgrades
$30,000
Adapt2 Solutions, Inc. Task #1 Subtotal $236,250
Adapt2 Services LLC
Task #2
One-time implementation fee,
including installation, configuration,
training, and go-live support
March 6,
2023
June 28,
2023
$150,000
Adapt2 Services LLC Task 2 Subtotal $150,000
Expenses, if approved in advance, in writing, by CPA $0 TOTAL Program Costs for Initial Term $386,250
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Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred.
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Three Hundred Eighty-Six Thousand Two-Hundred Fifty Dollars ($386,250) ("Not-to-Exceed" or "NTE") during the Initial Term.
The one-time implementation fee, including license, installation, configuration, training, and go-live support shall be invoiced upon completion.
For any Renewal Term as set forth in Section 5 of the Agreement, the total Not-to-Exceed amount for each Task shall not increase by more than two percent (2%) of the total Not-to-Exceed amount set forth in the previous term, for the same feature set and quantity of Services.
Contractor shall satisfactorily perform and complete, in the judgement of CPA, all required Services in accordance with Exhibit A notwithstanding the fact that total payment from CPA shall not exceed the NTE.
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Exhibit D – Contractor’s Annual Subscription Agreement
ADAPT2 SOLUTIONS, INC.
ANNUAL SUBSCRIPTION AGREEMENT
Adapt2 Solutions, Inc. (an Affiliate of Adapt2 Services LLC) (herein referred to as “ADAPT2” or “LICENSOR”) agrees to grant CLEAN POWER ALLIANCE (herein referred to as “Customer” or “LICENSEE”), and Customer agrees to accept, this non-exclusive annual subscription license, pursuant to the terms and conditions of this Annual Subscription Agreement (hereinafter “Agreement”), to use the Subscription as of this date: February 2, 2023 (the “Effective Date” of this Agreement). Customer and ADAPT2 may be sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party.”
Article I.
ANNUAL SUBSCRIPTION
I.1 Subscription(s)
Subscription(s) (herein called the “Subscription(s)”) consists of licensed access by LICENSEE to Adapt2 computer software made available by ADAPT2 to LICENSEE, that software entitled Adapt2 B2B and including the modules listed below:
• Adapt2 B2B Back Office Essential with Market v Internal: CAISO • Adapt2 T2T: Tag Listener
I.2 Licensee and Accelerated Services
ADAPT2 grants to LICENSEE an indivisible, royalty-free, nontransferable, nonexclusive right, privilege, and license, for eight (8) named users, to access the Subscription, first on a temporary test license, which will automatically terminate when LICENSEE uses the Subscription in production, and which will then be automatically replaced by the annual “Operational Subscription” with a term over the following one (1) year. LICENSEE shall use the Subscription(s) only for the benefit of LICENSEE, in the course of its normal internal business activities and not in competition with ADAPT2. LICENSEE shall not duplicate or disclose the Licensee’s software and documentation underlying the Subscription(s) to third parties without express written permission from ADAPT2, nor shall LICENSEE allow the Subscription(s) to be used by any other person or company. LICENSEE will use the Subscription(s) in conjunction with only one production database (“Production Database”).
Adapt2 provides Subscription only through “Accelerated Services”, as defined on the Adapt2 Website. Customer will pay to Adapt2 on Effective Date a one-time fee of $150,000 and annual Operational Subscription fee equal to $236,250 USD. This Operational Subscription fee includes annual Accelerated Services. The annual Accelerated Services will begin on the Effective Date and will end one (1) year thereafter and will automatically renew for four (4) successive one (1) year terms for a maximum of four (4) additional years unless Customer provides at least sixty (60) days’ written notice of its intent not to renew.
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• Adapt2 does not and will not host either Customer’s data or environment. Customer understands and agrees that Accelerated Services will be provided through a cloud-based service with either MS Azure or AWS. The contract for that cloud-based hosting service will be between Adapt2 and MS Azure or AWS, not Customer, and Adapt2’s role in that contract, including the performance of MS Azure or AWS under that contract, will be limited to administration. Adapt2 will use part of the Accelerated Fee to pay the fees due to MS Azure or AWS under that contract.
The annual fee charged for Accelerated Services is subject to adjustment in future years based upon increases in the cost to Adapt2 of providing the Accelerated Services and the fees charged for the cloud-based services.
Licensee understands and agrees that any and all implementation services provided Licensee will be performed by Adapt2 Services LLC, not by Adapt2, under a separate agreement for Implementation Services between Licensee and Adapt2 Services LLC so that Licensee will look exclusively to Adapt2 Services LLC for all matters connected to Implementation Services.
I.3 Licensee Sites
LICENSEE shall make use of the Subscription at LICENSEE’s sites under the condition that LICENSEE use the Subscription in conformance with the terms set forth in Section I.2.
I.4 Term of Agreement
The term of the Operational Subscription granted under this Agreement will begin on the Effective Date and will terminate as provided in this Section I.4. A Party may terminate the Operational Subscription, and the related Accelerated Services, if the other Party materially breaches this Agreement and fails to cure such breach in accordance with the provisions of Section VII.4.
Article II.
FEES
II.1 Named Users and Modules
Use of the Operational Subscription is limited to eight (8) named users and, as stated in part I.2 above, the annual Operational Subscription fee for eight (8) named users for the Subscription is $236,250.
Subscription fees will include the license to access the Subscription and any improvements or enhancements made by ADAPT2 to the service during the term of this Agreement which ADAPT2 in its sole discretion generally makes available to all licensees of the Subscription without additional charge (the “General Enhancements”).
II.2 RESERVED
II.3 RESERVED
II.4 Payment of Fees
The initial Annual Operational Subscription fees are due and payable on the Effective Date of this Agreement.
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Fees for the subsequent years will be payable at the same time and every year afterward on the anniversary of the agreement, unless adjusted by amendment.
The payment terms for all fees are NET 15, meaning the 15th calendar day following date of invoice.
II.5 Taxes
Customer further agrees to pay all applicable sales and use taxes now or hereafter imposed by any government body or authorized agency, if any, regarding the use of the Subscription or Accelerated Services. In no event will ADAPT2 be responsible for payment of any taxes assessed against LICENSEE, which accrue by virtue of LICENSEE’s license and/or use of the Subscription or Accelerated Services nor shall LICENSEE be responsible for payment of any taxes assessed against ADAPT2, which accrue by virtue of the ownership, licensing or other authorizations ADAPT2 may have relative to the Subscription and any income derived by ADAPT2 from the fees and costs to be paid by Customer to ADAPT2 hereunder.
Article III.
CONFIDENTIALITY
III.1 Non-Disclosure and Confidentiality of the Subscription Customer agrees to treat as confidential, and to protect at least to the extent that Customer protects its own most sensitive confidential information, Licensee’s software and documentation underlying the Subscription and all proprietary information pertaining to the Subscription including but not limited to mathematical techniques, correlations, concepts, designs, specifications, listings, and documents which may be received by LICENSEE from ADAPT2 in connection with this Agreement.
III.2 Non-Disclosure and Confidentiality
For purposes of this section of this Agreement, the Party disclosing its Confidential Information is the “Discloser” and the Party receiving such Confidential Information is “Recipient.” A “Recipient” or “Discloser” is limited solely to the Parties as defined in the first paragraph of this Agreement as well as the affiliates of Customer. “Confidential Information” means any information which is disclosed by Discloser and which is or should be reasonably understood to be confidential or proprietary to the Discloser at the time of disclosure, including, without limitation, information relating to or otherwise concerning Discloser’s business, products, technology, services, finances, customer lists, users, technical data, tools, source code, product designs and plans, and other marketing and technical information and other unpublished information.
The Parties agree that Confidential Information may be conveyed in written or other tangible form under this Agreement and may be designated by Discloser as “confidential,” “proprietary,” or a similar identifying word. Confidential Information disclosed in other than a tangible form shall be treated as such, if within a reasonable time after its disclosure, Discloser advises Recipient of the confidential and proprietary nature of such information, or the Recipient otherwise has reason to know that any such Confidential Information is confidential and proprietary as to the Discloser.
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Each Party’s confidentiality obligations shall survive the expiration or termination of this Agreement.
III.3 Information Not Subject To Confidentiality
The obligations of Sections III.1 and III.2 shall not apply to any information that: (i) was in Recipient’s possession without a duty of confidentiality to Discloser before receipt from Discloser; (ii) is or becomes a matter of public knowledge through no act or omission of Recipient; (iii) is rightfully received by Recipient from a third party without a duty of confidentiality to the Discloser; (iv) is independently developed by Recipient without the knowledge of or use of the Discloser’s Confidential Information; (v) is disclosed by Recipient with Discloser’s prior written approval; or (vi) is required to be disclosed by the Recipient under operation of law or regulation or pursuant to any court order, decree, discovery request or other such requirement or request or similar demand or request of any court, regulatory authority, arbitrator or tribunal (“Legal Requirement”); provided, however, that Recipient will disclose only such portion of the Confidential Information of the Discloser as Recipient is required pursuant to any Legal Requirement and will use reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed. To the extent practicable and permissible, Recipient will provide Discloser notice of such possible disclosure prior to disclosure in order to give Discloser an opportunity to contest such disclosure or to seek an appropriate protective order. Notwithstanding the foregoing, Recipient will be permitted to disclose the Confidential Information or any portion thereof upon the request of any government or regulatory body having authority to regulate or oversee any aspect of Recipient’s business or that of its affiliates, provided it only discloses that portion of the Confidential Information required in order to comply with its legal obligations.
III.4 Customer Information; Feedback; Security
Any data, information, software or other materials provided by or on behalf of Customer to Adapt2 in connection with Customer’s use of the Subscription or other services under this Agreement is “Customer Information”. Customer Information shall be deemed Customer’s Confidential Information. As between the Parties, Customer retains all rights in and to Customer Information. Adapt2 will not withhold Customer’s access to Customer Information as a means of resolving any dispute.
However, notwithstanding the preceding and expressly excluded from the preceding, any suggestions, proposed enhancements, recommendations or other feedback provided by the Licensee to Adapt2 to improve Adapt2’s software or services (collectively “Feedback”) are made at Licensee’s discretion and Licensee grants to Adapt2 a worldwide, perpetual, irrevocable, royalty-free license to use any Feedback.
Responsibility for (a) compliance with hosting legal requirements and (b) the security of Customer’s data or environment while hosted by, or communicating with, MS Azure or AWS, is governed by the cloud service contract between Customer and MS Azure or AWS.
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Article IV.
TITLE, PATENT, AND COPYRIGHT INFORMATION
IV.1 Title
The copyright of Licensee’s software and documentation underlying the Subscription shall at all times remain the sole property of ADAPT2. ADAPT2 remains the sole owner of all right, title, and interest in the services and Subscription. Except as stated in the terms of this Agreement, ADAPT2 does not grant the LICENSEE any patents, copyrights, trade secrets, trademarks, or any other rights in respect to the services or Subscription and Licensee’s software and documentation underlying. ADAPT2 reserves all rights not granted under the terms of this Agreement.
IV.2 Trademark Ownership
Any trademarks, trade names, services marks, brand names, logos, trademark and service mark registrations and applications, and other trade designations (including unregistered names and marks) (collectively, the “Trademarks”) owned by either Party shall remain the sole and exclusive property of that Party.
IV.3 Patent and Copyright Information
ADAPT2 represents and warrants that it has full power and authority to enter into this Agreement, and that it owns the Licensee’s software and documentation underlying the Subscription and is entitled to grant both the Operational Subscription to LICENSEE to use the Subscription and all related materials, free and clear of all liens or other encumbrances. ADAPT2 will, at its own expense, defend, hold harmless and indemnify LICENSEE against any costs (including attorney fees for counsel pre-approved by ADAPT2) or damages suffered by LICENSEE by virtue of claims that the Subscription, the related materials, or any element of either constitutes an infringement of any existing U.S. patent or copyright; PROVIDED, that LICENSEE gives reasonable written notice of such claims to ADAPT2; and permits ADAPT2 to defend or settle the claims in such a manner as ADAPT2 in its discretion shall determine.
IV.4 Remedy
Furthermore, if any item of the Subscription or related materials is, or (in the reasonable opinion of ADAPT2) may become, the subject of a claim of infringement or misappropriation, ADAPT2 may, or if use of the Subscription is enjoined, ADAPT2 shall, at its expense, either: (i) obtain the right of continued use of the Subscription, and/or related materials for LICENSEE; or (ii) as soon as reasonably possible, replace or modify the Subscription and/or its use so that it becomes non-infringing, without adversely affecting the performance of the functions of the Subscription; PROVIDED, that if any such replacement or modification does not, in the opinion of LICENSEE, perform the functions of the Subscription before being replaced or modified, Customer may terminate this Agreement and the Operational License and seek reimbursement of the Total License Fee in a pro rata amount over 12 months relative to the date such replacement or modification is implemented.
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Article V.
WARRANTIES AND INDEMNIFICATION
V.1 Limited Warranty
ADAPT2 warrants that it has the right to enter into this Agreement and to perform all obligations hereunder. For a period of ninety (90) days following the completion of install in user test environment of the Subscription, ADAPT2 warrants that the Subscription will perform substantially according to the ADAPT2 product brochures and other written material provided to LICENSEE. During that period, ADAPT2 will, at its option, correct or replace any defect or refund, as a last resort, the fees paid by Customer under Section 2 above. ADAPT2 will not be responsible for third-party products or for alterations made to any deliverable by LICENSEE or any third party. ADAPT2 warrants that its execution and performance of this Agreement will not breach any agreement between ADAPT2 and a third party.
V.2 Disclaimer of Warranty
EXCEPT FOR THE EXPRESS WARRANTIES INCLUDED IN THIS AGREEMENT, ADAPT2 GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED WITH REGARD TO
THE SUBSCRIPTION INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND THE STATED EXPRESS WARRANTY IN LIEU
OF ALL OTHER WARRANTIES OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SUBSCRIPTION AND THE APPLICATION OF THE SUBSCRIPTION RESULTS. CUSTOMER FURTHER AGREES THAT ADAPT2 WILL NOT BE LIABLE FOR ANY LOST PROFITS OR FOR ANY
CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY, EXCEPT IN RELATION TO A CLAIM ARISING FROM MATTERS FOR WHICH ADAPT2 HAS PROVIDED THE INDEMNITY SET FORTH IN ARTICLE IV. IN NO EVENT WILL ADAPT2 BE LIABLE FOR ANY
DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL EVEN IF ADAPT2 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
V.3 MUTUAL INDEMNITY
Customer and ADAPT2 each will defend, indemnify and hold the other harmless from any claim connected with this Agreement that may be asserted against the indemnitee by third parties based on the negligence or willful misconduct of the indemnitor. If such claim arises from the joint negligence or misconduct of LICENSEE and ADAPT2, each Party shall indemnify the other in proportion to its allocable share of such negligence or misconduct.
Article VI.
LIMITATIONS OF LIABILITY
VI.1 Limitations of Liability
Except as may be otherwise set forth in this Agreement, and except for breaches of Section Article III or amounts otherwise subject to an indemnification obligation hereunder, neither Party shall be liable to the other Party for indirect, special, incidental, punitive or consequential damages (including without limitation, damages resulting from loss of profits of LICENSEE) even if such Party has been notified of the possibility or likelihood of such damages.
VI.2 Actual Damages
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Except for liabilities arising from intellectual property infringement, indemnification or breach of the confidentiality or security terms contained herein, each Party’s liability to the other Party will be limited to actual damages, which will not exceed the amount of license fees paid to ADAPT2 by Customer for the Subscription (including, for clarity, all fees paid under this Agreement or the MSA).
VI.3 Force Majeure
“Force majeure” shall refer to any event beyond the reasonable control of either Party and that still cannot be avoided even if the Party affected has exercised reasonable care, including but not limited to government actions, acts of God, fire, explosions, storms, flood, earthquakes, tides, lightning or war. The Party affected by a “force majeure event” shall notify the other Party of such relief from liability as soon as possible.
In the event that the performance of this Agreement is delayed or impeded by the aforementioned “force majeure,” the Party affected by such force majeure shall not be liable in any way under this Agreement to the extent of such delay or impedance, so long as it complies with the requirements of this Section VI.3. The Party affected shall take appropriate measures to mitigate or eliminate the impact of such “force majeure” and shall attempt to resume the performance of services and obligations delayed or impeded by such “force majeure.” As soon as the force majeure event is eliminated, the Parties agree to use commercially reasonable efforts to resume the performance of this Agreement.
Adapt2 represents and warrants that it maintains commercially reasonable disaster-recovery or business-continuity plans, and nothing in this Section VI.3 will relieve it from responsibility for carrying out these plans.
VI.4 Applications
THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL APPLY TO CLAIMS OF
EVERY KIND, WHETHER BASED ON CONTRACT OR OTHERWISE, EVEN IF THESE
LIMITATIONS HAVE THE EFFECT OF EXCULPATING A PARTY FROM RESPONSIBILITY FOR ITS NEGLIGENCE, FAULT OR OTHER CONDUCT.
VI.5 Insurance Coverage
Adapt2 warrants that it maintains and agrees to maintain during the term of this Agreement insurance coverage no less than the policies Adapt2 currently carries.
Article VII.
GENERAL PROVISIONS
VII.1 Dispute Resolution
The exclusive jurisdiction and venue for the resolution of disputes under this Agreement shall be with the courts sitting in Los Angeles County, State of California.
VII.2 Environment and Utilities
Customer is responsible for ensuring the proper environment and utilities to enable Customer to access the cloud based hosting service under contract with MS Azure or AWS.
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VII.3 Disclosure or Modifications
Customer shall not reverse engineer, remove, release, disclose, reveal, extract, or modify all or any part of the Subscription in any way either for itself or for others, or suffer or permit such to be done. Customer will immediately notify ADAPT2 if Customer breaches this covenant.
VII.4 Cure; Termination for Breach
Should any Party hereto breach any obligation identified herein the non-breaching Party shall provide written notice of the breach to the alleged Party in breach. The alleged Party in breach shall be provided a thirty (30) day period of time to cure said alleged breach. If the alleged breach is not cured within thirty (30) days of receiving written notice, said breach shall relieve the non-breaching Party from any further duty required hereunder.
VII.5 Severability
If any term or provision of this Agreement is held illegal or unenforceable by a court of competent jurisdiction, all other terms herein shall remain in full force and effect, without regard to the illegal or unenforceable provisions.
VII.6 Amendment
The terms of the Agreement may be modified only by execution of a written amendment, signed by both Parties hereto.
VII.7 Entire Agreement
This Agreement represents the entire agreement and understanding between the Parties and supersedes, extinguishes and replaces all prior license, amendment and maintenance agreements (whether consulting, expired, or cancelled) and all prior negotiations, representations, understandings, proposals, letters of intent, memorandums of understanding and agreements, whether written or oral concerning LICENSEE’s license of the Subscription.
This Agreement also contains the rights and obligations with respect to each Party. The Parties shall not be bound by or liable for any statement, writing, representation, promise, inducement or understanding not set forth above.
VII.8 Applicable Law
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF CALIFORNIA.
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Staff Report – Agenda Item 3
To: Clean Power Alliance (CPA) Board of Directors
From: Christian Cruz, Community Outreach Manager
Subject: Community Advisory Committee (CAC) Report
Date: February 2, 2023
RECOMMENDATION
Receive and file.
MONTHLY REPORT
Building Electrification Update
The CAC received a presentation on CPA’s Building Electrification Program. The program is designed to advance building electrification and electric vehicle charging reach codes in residential and commercial new construction and existing buildings in partnership with member municipalities. It is a two-year program with the possibility of additional phases after the initial two years. The program looks to:
1. Codify the use of electric appliances and EV charger installations through building reach codes
2. Educate local governments and contractors on the benefits of reach codes
3. Educate community members and businesses on the benefits of reach codes
4. Leverage existing support from SCE and other regional organizations (BDC, USGBC, RENs)
5. Achieve non-energy benefits (indoor air quality improvements)
6. Determine future Electrification Program objectives and strategies The CAC recommended that staff research best practices to support customers in existing buildings and low-income customers who wish to implement electrification changes. In addition, the CAC advised that CPA bring awareness about the new technologies involved for education/training purposes for tradesmen and electricians.
ATTACHMENT
1. CAC Meeting Attendance
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Action Items and Presentations
January
Building Electrification (Reach Codes)
Community Advisory Committee Attendance
2023
Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov
East Ventura/West LA County
Angus Simmons ✓
Jennifer Burke ✓
Debbie West ✓
San Gabriel Valley
Richard Tom A
Kim Luu A
West/Unincorporated Ventura County
Lucas Zucker ✓
Vern Novstrup ✓
South Bay
Vacant
Vacant
Gateway Cities
Irella Perez ✓
Genaro Bugarin ✓
Westside
Cris Gutierrez A
David Haake A
Unincorporated LA County
Neil Fromer ✓
Kristie Hernandez X
✓ - Attended A – Absent X – Medical/Personal Leave
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Staff Report – Agenda Item 4
To: Clean Power Alliance (CPA) Board of Directors
From: Gina Goodhill, Director, Government Affairs
CC Song, Director, Regulatory Affairs
Approved By: Ted Bardacke, Chief Executive Officer
Subject: 2023 Legislative & Regulatory Policy Platform
Date: February 2, 2023
RECOMMENDATION
Approve the 2023 Legislative & Regulatory Policy Platform and Revised Bill Position Protocol as recommended by the Legislative & Regulatory Committee.
BACKGROUND
In November 2018, CPA’s Board of Directors adopted its first Legislative & Regulatory Policy Platform (Platform) to serve as a framework for CPA’s advocacy and policy efforts.
Since that time, CPA staff have used the Platform to pursue actions at the regulatory levels with the understanding that they are taking actions in the best interest of the organization, member agencies, and customers. Staff have also used the Platform to guide legislative actions but have sought approval from the Board before taking any bill positions at the state or federal level.
At the same November 2018 meeting, the Board also approved a protocol on urgent matters that allows the Board Chair and Vice-Chairs, the Legislative & Regulatory Committee Chair, and the Chief Executive Officer to collectively and timely respond on CPA’s behalf when urgent legislative and regulatory matters arise and when there is not time for the full Board of Directors to provide timely direction. Under this protocol, the Legislative & Regulatory Committee members and the full Board are informed of any action taken by this group and are consulted as time allows.
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Board of Directors Item 4
The Board has approved updates to the Platform every year to reflect the changing regulatory and legislative landscape and priorities. At the November 2022 Legislative & Regulatory Committee meeting, staff explored revising the protocol for taking bill positions so that staff can more regularly take positions on bills using the Board approved Platform, rather than seeking Board approval for each bill position. At the direction of the Legislative & Regulatory committee, staff presented a revised Platform and protocol at the January 2023 Legislative & Regulatory committee meeting. The revised protocol and Platform presented today incorporate further feedback received from the committee at that meeting.
DISCUSSION
For the past several years, CPA has used bill positions as one of several ways to influence the legislative process. Since 2018, CPA has recommended policy positions on fewer than 20 bills, and the Board has approved each one. CPA prioritizes bills that directly impact CPA and its ability to serve customers. Secondarily, CPA considers bills that are authored by a legislator that represents CPA’s service territory, or that come to CPA through a stakeholder group that CPA works with, usually in the form of a sign-on letter.
CPA staff propose taking positions on bills almost exclusively in January-May, which is early enough for CPA to complete its internal Board approval process, while still being able to influence a bill’s outcome.
Where CPA has been less nimble is taking positions on bills that come to CPA’s attention later in the legislative process, when bills are amended at a much faster pace and can take on new ideas that were not in the original bills proposed early in the legislative session. Unless the bill is urgent enough to use CPA’s alternate protocol, CPA staff has generally declined to take positions on bills that come to CPA after May, because by the time CPA’s internal process has been completed, it will be too late for CPA’s position to carry much weight. This limitation prevents CPA from being able to respond quickly to bills that are important but do not rise to the level of the alternate process, or for CPA to respond to commitments from legislators to address concerns previously expressed and that would cause the organization to change its position (e.g. from oppose unless amended to watch or from support if amended to support).
Agenda Page 47
Board of Directors Item 4
Some examples of bills that have fallen into this category in the past have included bills that would promote electric vehicle adoption (but that did not directly tie into CPA’s EV program) and bills that promoted extreme heat education but had no specific role for CPA.
Often, these bills come to staff’s attention later in the process because they generally come through a stakeholder group or coalition with whom CPA works. CPA’s tendency to stay neutral on these bills may not have an immediate impact but reduces CPA’s long-term ability to build relationships and form coalitions with stakeholders that should be allies for CPA.
While CPA is not the only organization with a bill-by-bill approval process, it is in the minority. Many large local government organizations in Southern California and some of CPA’s member agencies, as well as many other large CCAs, rely on their Board-approved policy platforms to guide bill positions rather than seeking direction for every position, with some caveats and exceptions.
CPA took an informal poll of organizations like CPA to better understand the policy platform landscape throughout California. Of the organizations that responded, over 80% primarily rely on their Board-approved policy platforms to guide the bill positions that they take, rather than seeking directions for every bill. Most of these organizations also had clear exceptions in which they would still bring bills to their Board for guidance. They include bills where there is no existing direction in the policy platform; high-profile and/or extremely controversial bills that are likely to receive media attention; or bills that would raise taxes. The exceptions are examples of guardrails to ensure that the Board can weigh in on the types of larger bills that individual Board members or their cities may already be tracking. Most of the above organizations also had a process to inform their Board of the positions that the organization took, usually monthly.
Agenda Page 48
Board of Directors Item 4
Agency Does staff bring
every bill
position to the
Board?
What exceptions exist?
Los Angeles County No Some positions taken through a Board motion Ventura County No Some positions taken through a Board motion (uncommon)
Metropolitan Water District No Some positions taken to a Board committee Southern California Association
of Governments
Yes Rare exceptions if bill is part of former position
taken
Los Angeles County Metro No Some positions taken through a Board motion MCE (Marin Clean Energy) No None
East Bay Community Energy Yes Smaller, executive Board process for urgent bills San Diego Community Power No None
Sonoma Clean Power No Some positions taken to full Board Silicon Valley Clean Energy No None
Peninsula Clean Energy No Some positions taken to full Board With this approach, the work of the Legislative & Regulatory Committee in the legislative arena is enhanced on the front end in the creation of the policy platform, and then in spending more time on advocating for positions taken rather than on the vetting of bills that would go to the full Board for a position request. Meanwhile, t more detailed platform gives more explicit direction to staff on what positions they should adopt. They require Legislative & Regulatory Committee members to set the direction for the organization at the beginning of each legislative year, and then potentially to convene less frequently throughout the year, when bills fall into the “exception” category detailed above or when Regulatory or other matters require committee advice and/or action.
ATTACHMENT
1. 2023 Legislative & Regulatory Policy Platform, including new Bill Position Protocol.
Agenda Page 49
2023 Legislative and Regulatory Policy Platform
Overview and Purpose
The Clean Power Alliance (CPA) Legislative and Regulatory Policy Platform (Platform) serves as a guide to the CPA Board of Directors and CPA staff in their advocacy efforts and engagement on policy matters of interest to CPA. The Platform allows both members of the CPA Board of Directors and CPA staff to pursue actions at the regional, state and federal legislative and regulatory levels in a consistent manner and with the understanding that they are pursuing actions in the best interest of the organization and its mission, its member agencies, and its customers.
The Platform provides direction to CPA staff on positions that should be taken on regulatory matters and legislative bill proposals. The Platform also provides guidance to the Chief Executive Officer on positions that should be taken on legislative and regulatory matters that come before the California Community Choice Association (CalCCA) Board of Directors.
CPA staff report to the Board monthly on all positions taken on legislative bills. For bills that fall outside the scope of this platform, bills that are likely to attract high-profile supporters and detractors, bills that would raise taxes, or bills that would knowingly put CPA at odds with positions that its member agencies have taken, CPA staff will seek approval of a proposed position to the Legislative & Regulatory Committee and Board of Directors before taking a position.
Policy Principles
The Legislative and Regulatory Policy Platform is centered around five basic principles:
1. Protecting CPA’s local control and competitive position, especially as it relates to rates, finances, power procurement and expansion of its service territory.
Agenda Page 50
2. Pursing power resource planning and procurement that promote the growth in renewable energy capacity at the local level and reduce fossil fuel dependency, with the goal of combating climate change.
3. Developing and administering customer programs that encourage clean energy adoption by CPA customers.
4. Ensuring fair access to data, particularly as it relates to energy usage, billing, and information needed to develop and administer customer programs.
5. Supporting CPA’s ability to set electric rates and offer programmatic services that are affordable and inclusive for all.
These principles are incorporated throughout the below platform.
Policy Platform
1) Affordability and Local Control
a. Fair rates and cost allocation: CPA will pursue administrative and legislative initiatives that will ensure that non-bypassable charges assessed for CPA customers are fair, and that CPA’s customers are not unnecessarily burdened by non-bypassable charges.
b. Finances: CPA will pursue administrative and legislative initiatives to ensure that CPA is eligible to apply and receive funding made available to the electricity sector for decarbonization, reliability, and affordability purposes, and that CPA’s financial health are not disparately impacted by new regulations.
c. CCA Expansion: CPA will pursue administrative and legislative initiatives to protect CPA’s ability to expand its service to new member agencies. d. Local Control: CPA will pursue administrative and legislative initiatives to protect CPA Board’s authority over CPA’s procurement, rate-setting, and customer program development activities.
2) Power Resources Planning and Procurement
a. Resource Adequacy and Reliability: CPA will pursue administrative and legislative initiatives that will enable CPA to secure capacity resources to meet its reliability obligations, such as initiatives that evaluate the supply of capacity resources available to load serving entities (LSEs), determine the appropriate market mechanisms for LSEs to procure capacity resources, and develop a durable policy framework that encourages all LSEs to construct their fair share of new capacity resources to maintain grid reliability while pursuing decarbonization efforts.
Agenda Page 51
b. Carbon-Free Resources: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to procure carbon-free resources to meet or exceed the needs of CPA’s three product offerings and its long-term carbon-free procurement goal as required by SB 100 and other statutory or regulatory obligations.
c. Renewable Resources: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to procure eligible Renewable Portfolio Standard (RPS) resources to meet the needs of CPA’s three product offerings and its long-term RPS procurement goal as required by SB 100 and other statutory or regulatory obligations.
d. Integrated Resource Plan: CPA will pursue administrative and legislative initiatives that will maximize CPA’s ability to plan and procure resources to meet various environmental and reliability goals set by state laws and by its Board of Directors, while offering affordable products and programs to serve its customers, including disadvantaged communities.
e. Transmission: CPA will pursue administrative and legislative initiatives that will provide CPA adequate access to transmission capacity to maximize its procurement of RPS-eligible or carbon-free resources that meet various statutory and regulatory requirements.
f. Research & Development: CPA will pursue administrative and legislative initiatives that support the research and development of new energy resources that can be procured to meet the reliability and decarbonization goals set by the State and its Board of Directors.
3) Customer Programs
a. Demand Response, Demand Flexibility and Energy Efficiency: CPA will pursue administrative and legislative initiatives that will enable CPA to pursue demand response programs and opportunities for its customers. b. Zero-emission vehicles: CPA will pursue administrative and legislative initiatives to promote electrification of the transportation sector in response to state and federal goals aimed at increasing the usage of zero emission vehicles.
c. Building decarbonization: CPA will pursue administrative and legislative initiatives that supports the ability of CPA to promote electrification and the reduction of natural gas usage in the building sector.
d. Local Grid Management and Resiliency: CPA will pursue administrative and legislative initiatives that supports the ability of CPA and its member agencies to offer local grid management and resiliency solutions to increase local reliability and adaptability that could protect against power outages and extreme heat.
e. Distributed Energy Resources: CPA will pursue administrative and legislative initiatives that supports the ability of CPA to offer and utilize distributed Agenda Page 52
energy resources as part of its reliability, resiliency and community engagement strategies.
f. Research and Development: CPA will pursue administrative and legislative initiatives that supports the ability of CPA to explore new opportunities related to behind the meter clean energy resources.
4) Data Access
a. Timely and Accurate Access to Customer Data: CPA will pursue administrative and legislative initiatives that will enable CPA to obtain timely and accurate access to its customers’ data to improve billing accuracy and inform the development and implementation of customer programs. b. Fair Fees for Data Management Services: CPA will pursue administrative and legislative initiatives to ensure that the fees due to Southern California Edison for data access and management are fairly assessed based on data needs and potential technological improvements.
5) Diversity, Equity, Inclusion
a. Customer Protection: CPA will pursue administrative and legislative initiatives that supports the protection of all ratepayers, particularly environmental and social justice communities in CPA’s service territory.
b. Supplier Diversity: CPA will pursue administrative and legislative initiatives that supports supplier diversity in CPA’s contracting activities and through women-owned, minority-owned, disabled-veteran-owned, and lesbian, gay, bisexual, and/or transgender owned business enterprises. c. Workforce Development: CPA will pursue administrative and legislative initiatives that supports workforce development with a focus on new stable, well-paying local jobs, and participation in a just transition to a low-carbon economy.
d. Energy Equity: CPA will pursue administrative and legislative initiatives that supports increased access to clean energy technologies, clean energy and contracting jobs, and clean energy opportunities for environmental and social justice communities in CPA’s service territory.
Agenda Page 53
Staff Report – Agenda Item 5
To: Clean Power Alliance (CPA) Board of Directors
From: Joanne O’Neill, Director of Customer Programs
Approved By: Ted Bardacke, Chief Executive Officer
Subject: Building and Transportation Electrification Program Date: February 2, 2023
RECOMMENDATION
(1) Receive Update on the Local Programs Plan and Mid-Cycle Refresh Process (2) Approve a Professional Services Agreement with TRC Consulting, Inc. (TRC) for technical consulting and public outreach services for the development of building and EV reach codes for a two-year contract totaling $430,000.
BACKGROUND ON LOCAL PROGRAMS
The Board of Directors approved the Local Programs for a Clean Energy Future plan (Plan) in 2020. This Plan charts a strategic vision for customer programs, including products, services, financial incentives, or development products undertaken by CPA to help its communities and its customers co-manage their relationship with the energy system. These programs can bring local benefits such as customer cost savings, economic and workforce development, improved air quality and public health, and more resilient communities.
The Strategic Plan identified seven programs that fall into three categories: Grid Management & Resiliency, Electrification, and Local Procurement. These three categories are also referred to as CPA’s “Program Pillars.” Agenda Page 54
Board of Directors Item 5
Resilience and Grid Management
1. Clean Back Up for Essential Facilities: Installation of clean energy generation and storage at essential community facilities. This program is now called Power Ready.
2. Demand Response: Partnering with customers to utilize demand response, reliability, and/or resiliency. This program is now called Power Response.
3. Peak Management Pricing: Incentives for commercial and public agency customers to reduce their energy consumption during periods of grid stress, elevated wholesale energy prices, and high greenhouse gas (GHG) emissions.
Building and Transportation Electrification
4. Public Electric Vehicle (EV) Charging: Incentives for publicly accessible electric vehicle chargers. Current offering under CALeVIP.
5. Building Electrification Codes: Technical assistance and incentives for cities and counties to develop local building codes to encourage the electrification and decarbonization of the building sector.
Local Procurement
6. Community Solar: Develop small-scale local generation projects in disadvantaged communities (DAC) that provide bill discounts to neighboring residents. This program is now called Power Share.
7. 100% Green Discount: Provide low-income customers with bill discounts for renewable energy generated in disadvantaged communities. This program is now called Power Share.
CPA has launched six of the seven programs listed above. The remaining program, #5 Building Electrification Codes, will be launched pending approval of the Professional Services Agreement as detailed below.
Agenda Page 55
Board of Directors Item 5
In addition to the these seven programs , CPA also launched a Workforce Development Program1 providing a Microgrid Maintenance training program through the Los Angeles Clean Tech Incubator, and funding for two upcoming Western Electrical Cybersecurity Apprenticeship Trainings for Smart Buildings & Smart Cities through the Los Angeles Electrical Training Institute and the Ventura County Joint Apprenticeship Training Committee, both managed by the International Brotherhood of Electrical Workers (IBEW).
Mid-Cycle Plan Refresh
As the Plan laid out a 5-year vision for customer programs, this current mid-point mark serves as an opportunity to perform a mid-term review. This review will not change the existing Plan, built through over a year of research, development, and outreach, but rather build upon the Plan through creation of separate “Action Plans” that expand and refine approaches under the Program Pillars.
Based on initial stakeholder input, market evaluation, incorporating key learnings from existing offerings, and benchmarking with other CCAs and program administrators, CPA has identified several areas of focus. This list will continue to evolve based on stakeholder feedback over the coming months:
• Local Government Program. A new Local Government Program which combines two optional participation pathways. First, a menu of scalable options, such as municipal fleet electrification, building electrification, and EV charging at City or County sites, one of which would be available to each member agency, Second, a grant opportunity for unique projects related to resiliency and grid management, electrification, and/or local procurement. A program of this type was contemplated in the current Plan but was not initially selected due to financial and administrative constraints.
• Public EV Charging. Expansion of public EV charging offerings, including load management capabilities to support grid and cost management. 1 This Workforce Development Program is a result of the terms of its 2019 Power Purchase Agreement (PPA) with CPA in which Mohave County Wind Farm, LLC agreed to invest $1 million over four years in workforce development efforts for Los Angeles and Ventura Counties at the direction of CPA.
Agenda Page 56
Board of Directors Item 5
• Peak Management Pricing. A redesigned approach to increase customer participation and provide another tool to respond to grid emergency events. • Outside Funding. Develop a framework to pursue outside funding to amplify CPA investments, including state and federal funding.
CPA staff had developed a plan for stakeholder engagement to inform the mid-cycle refresh process that includes engagement with all departments internally, review of customer input and feedback on programs to-date, discussions with member agency City Managers and environmental/sustainability staff, and the Community Advisory Committee (CAC) throughout the first half of 2023. CPA staff is seeking Board input to confirm the key areas of focus to inform the continued development of the Action Plans in conjunction with the TRC Agreement (discussed below).
BACKGROUND ON PROPOSED TRC AGREEMENT TO SUPPORT BUILDING
ELECTRIFICATION CODE PROGRAM
CPA staff is seeking Board approval to execute a Professional Services Agreement with TRC to support the Building Electrification Code Program, This is Program #5 under the Plan, and will incentivize municipalities to evaluate and adopt local codes that require buildings to receive more of their power from electricity rather than natural gas, also known as a “reach code”. A reach code is when a local city or county building department adopts standards that go above the minimum energy efficiency requirements of statewide building standards under Title 24.
Reach codes are an effective tool to steer the built environment toward increased electrification of energy in building use and to increase the availability of electric vehicle charging stations. Reach codes reduce greenhouse gas (GHG) emissions in the building and transportation sectors by converting natural gas and fossil transportation fuels to cleaner electricity. They provide a variety of additional benefits including improving indoor air quality, lowering costs of new construction, and creating jobs.
Agenda Page 57
Board of Directors Item 5
Converting natural gas end uses to electricity is particularly effective as a greenhouse gas reduction measure in CPA territory, not only because the electricity grid is cleaner than burning natural gas, but also because by October 2024, approximately 670,000 of CPA’s one million customers are expected to be on 100% Green Power.
Member Agency Input to Inform Program Design
Currently, 73 California jurisdictions have passed reach codes. Four of these jurisdictions (Agoura Hills, Ojai, Santa Monica, and Ventura County) are CPA members.
In March 2021 CPA released an online survey to all 32 member jurisdictions seeking to gauge interest in reach codes, the likelihood of each agency passing reach codes, and the potential interest in a CPA-funded program for consultant services. Overall, CPA found broad interest in participating in a CPA-funded program centering on new construction reach codes with 18 member agencies expressing an interest in participating in workshops and learning more about the benefit of reach codes. Of these, at least 11 member agencies appeared poised to work with a CPA-funded consultant on reach codes. Several members also indicated an interest in pursuing electrification in existing buildings.
CPA used the results from the survey to inform our program design to reflect the interests and needs of member agencies. Additionally, CPA staff has performed analyses of reach code programs run by other California CCAs, The Bay Area Regional Energy Network (BayREN) and Southern California Edison (SCE) as part of the design process for the Building and Electric Vehicle Reach Code Program.
CPA’s Building and Electric Vehicle Reach Code Program Design The Building Electrification Code Program develops and advances building electrification and EV infrastructure reach codes with member agencies to update local residential and commercial building codes for new construction, major remodels, and existing building retrofits. This program will provide services directly to member agencies in the form of model codes, informational workshops, template presentations and reports, public Agenda Page 58
Board of Directors Item 5
outreach, and assistance filing with the California Energy Commission and Building Standards Commission. CPA and our Contractor will work closely with member agencies, answering technical questions, attending local council meetings, and organizing public outreach workshops.
This program will develop a suite of model reach codes to assist member agencies to amend the 2022 Building Code, which went into effect on January 1, 2023. Reach codes typically amend either Title 24, Part 6 or Part 11 of the California Code of Regulations (CALGreen) or amend municipal codes directly. This program will assist member agencies in choosing the most effective types of reach codes to employ, to incorporate public feedback, and to help them navigate the adoption and implementation process.
There will be two program pathways available to local jurisdictions:
1. New Construction Reach Code Program. This program pathway aims to develop and advance building electrification and EV charging infrastructure reach codes to update local building codes for new residential and commercial construction and major remodels. This program will be open to all of CPA’s member agencies.
The program will provide interested member agencies customized support, including answering technical questions, informational workshops for staff and policymakers, public workshops to gather feedback from building and industry groups, presentation templates for agency staff, and relevant support needed to get codes adopted by local councils. Participating member agencies may take part in any or all parts of the program.
2. Existing Building Reach Code Pilot Program. This program pathway will develop and advance building electrification and EV infrastructure reach codes at existing buildings with two (2) pilot member agencies. Existing building reach codes will target retrofitting buildings with electric space heating, ventilation, and air conditioning (“HVAC”), water heating, other kitchen and laundry appliances, and EV charging capacity.
Agenda Page 59
Board of Directors Item 5
Through this pilot program CPA hopes to learn more about the kinds of existing building reach codes member agencies are interested in passing, the level of effort needed to get them adopted, and the kinds of challenges builders and other industry groups will mount. CPA plans to use lessons learned in this pilot to simplify and streamline the adoption process and inform a potential future Building Electrification and EV charging program.
Financial Support for Participating Member Agencies
In addition to providing technical adoption and implementation services, CPA will provide additional financial support to member agencies who participate in the program to offset the investment in staff time. These support levels are detailed in the chart below.
Participant Type Award
Value
Requirements Expected
Participants
New Construction:
Early Adopter
$2,500 • Agree to consult and share
experience if other member
agencies have questions
• Required attendance at workshops
3-4
New Construction:
Prospective
Adopter
$12,500 • Signed Letter of Intent
• Submitted code to Council
6-10
Existing Building
Pilot
$25,000 • Milestone 1: 50% paid upon
direction from Council to pursue
• Final payment: 50% paid upon
submittal of code to Council
2 Electric Vehicle Research and Design
In addition to supporting the two program pathways, the Contractor will perform building and vehicle charging electrification research and design. The main goal of this research is to provide analysis on assorted means for CPA to expand its building electrification offerings that will complement and augment the new construction and existing building reach code programs. It will also include a summary of regulatory mechanisms that can Agenda Page 60
Board of Directors Item 5
be used to increase EV charging infrastructure at publicly available fossil fueling stations and determine if there are any existing local permitting processes that gas stations are subject to that can be used to increase the presence of electric vehicle charging infrastructure.
CPA Administered Request for Proposals (RFP)
The RFP sought an implementer that could run a new construction and existing building reach code program at the same time while also conducting research to inform future electrification projects over the course of two (2) years. CPA received three (3) proposals to the RFP. A staff selection committee conducted interviews with all three (3) proposers.
Based on interviews, cost, experience working with CCAs, local community engagement expertise in Los Angeles and Ventura Counties, and quality of the proposal, staff elected to enter negotiations with TRC.
Proposed Professional Services Agreement
TRC will hold primary responsibility for completing the scope of work, along with its subcontractor partners, in collaboration with CPA. CPA will retain oversight of program implementation, marketing, key stakeholder selection, member agency outreach and program management, which will be critical to the quality and success of the program.
TRC Consulting, Inc.
Established in 1969, TRC offers years of experience leading reach code programs for CCAs and RENs throughout California. These CCA programs have included a building industry technical support program to help designers and engineers comply with adopted reach codes. This industry experience will be particularly important as CPA seeks to expand into existing building reach code adoption. They bring a suite of tools and templates including template staff reports, presentation staff libraries, council presentation meeting materials and implementation checklists.
TRC has worked closely with SCE to identify cost-effective packages of energy efficiency, electrification, solar PV, and battery measures for nonresidential buildings for each Agenda Page 61
Board of Directors Item 5
climate zone in California. TRC relationships with SCE and other regional stakeholders will be crucial for coordinating the wide variety of regional stakeholders present in Southern California. TRC’s partners for this project will include Raimi & Associates (R+A), Okayfour LLC, and Strategic Actions for a Just Economy (SAJE). These locally based subcontractors are already working with many of our member agencies to support climate action planning, code development, or community engagement and will enhance TRC’s extensive technical qualification.
FISCAL IMPACT
The Board-approved FY 2022/22 budget included a $225,000 allocation for the first year of this program, sufficient to cover program costs through the end of the current fiscal year. Costs for subsequent years will be included in future budget proposals.
ATTACHMENTS
1. Customer Programs Update and Building Electrification Contract Presentation
2. Building and EV Reach Code Technical Consulting Services Agreement Agenda Page 62
Programs Update and Building
Electrification Contract
February 2, 2023
Agenda Page 63
Agenda
2 Local Programs for a Clean Energy Future Plan Update
Mid-Cycle Plan Review
Building Electrification Program & Contract
Requested Actions
Agenda Page 64
Local Programs for a Clean
Energy Future Plan Update
Agenda Page 65
Local Programs for a Clean Energy Future
4 Adopted in 2020, the Plan sets a 5-year vision for
programs, focused on 3 pillars:
Resilience & Grid
Management
Building & Transportation
Electrification
Local Procurement
Agenda Page 66
Programmatic Offerings
5 Resilience & Grid
Management
Demand Response – Energy Storage (Power Response)
Peak Management Pricing
Clean Back-Up Power for Essential Facilities (Power Ready) Building & Transportation
Electrification
Public EV Charging (CALeVIP)
Workforce Development*
Building Electrification Code Incentives and Technical Support Local Procurement Community Solar (Power Share)
100% Green Discount (Power Share)
*Introduced after Plan creation
Agenda Page 67
Mid-Cycle Plan Review
Agenda Page 68
Why a mid-cycle update is
valuable:
7 Plan was adopted in 2020 setting a 5-year
vision for programs, focused on 3 pillars
Opportunity to integrate lessons learned
from implementation
CPA’s resources have expanded potentially
allowing for additional program investment
Changes to the policy and technology
landscape offer opportunity to evaluate and
grow priority programs
Developed before COVID-19 pandemic
shifted the way people live, work, and use
energy which may require adjustments to
our program approach
Agenda Page 69
Mid-Cycle
Approach
Build upon existing Plan through
creation of separate “Action
Plans” that expand and refine
approaches under each Program
Pillar
Areas of focus:
• Develop Local Government Program which combines a menu of scalable options along with grant opportunities
for unique projects.
• Expansion of public EV charging offerings, including load management. • Re-evaluate Peak Management Pricing program options
• Develop framework to pursue outside funding to amplify CPA investments, including state and federal funding.
Agenda Page 70
Plan Update Process & Timeline
9 Incorporate key learnings from existing offerings
Benchmark with other CCAs and other program administrators Adjust for policy and market changes
Develop and scope expanded list of priority programs
Confirm
approach &
timeline
Gather data
& input
Initial CAC /
Board
engagement
Action Plan
development
CAC final
review
Final Board
review
Dec 2022 Dec-Jan 2023 Feb 2023 Feb-March 2023 April 2023 Spring 2023 Agenda Page 71
Key Stakeholders
Internal CPA
CPA Member Agencies
Community
10 Marketing & Communications
Government Affairs
Regulatory Affairs
Strategic Accounts
Customer Care & Data Systems
Rates & Strategy
Power Supply
Finance
People & Culture
City Managers and City Staff (Particularly
for New Initiative on Member Agency
Programs)
Executive Committee
Board of Directors
Community Advisory Committee
Customers (through Strategic Accounts &
customer research)
Load analysis of customer usage to identify
scale of opportunities
Agenda Page 72
Building Electrification
Program & Contract
Agenda Page 73
Electrification Program Overview
New Construction Reach Code Program
• Available to all 32 member agencies
Existing Building Reach Code Pilot Program
• Pilot with two member agencies
Building and Vehicle Charging Electrification Research and Design • Will investigate appliance rebates and incentives, retrofit financing, in lieu fees, EV charging rebates, regulatory mechanisms for EV infrastructure
12 Agenda Page 74
According to California
Energy Commission:
A shift to electric end
uses would need to be a
major component of any
plan to reach 2045
climate goals
13 Cost-effective and wide scale greenhouse gas
reductions in building and transportation sectors
Aligns with state climate neutrality goals for
electricity sector and leverages CPA’s clean power
mix
Lowers costs by eliminating new gas infrastructure
Lowest-cost EV infrastructure approach, leads to
increases in EV adoption
Improves indoor air quality, lowers asthma risk
Impacts of Electrification
Reach Codes
Sources: CARB 2022, CEC 2021b. RMI 2020
Agenda Page 75
Benefits to Cities and Counties
Technical Assistance
Model reach code development
Template reports
Stakeholder Engagement
Stakeholder engagement
Public outreach workshops
Building contractor education
Additional Financial Support
Direct financial support to Member Agencies,
primarily to cover staff time
Additional Financial Support
Participant Type Award Value
New Construction:
Early Adopter
$2,500
New Construction:
Prospective Adopter
$12,500
Existing Building Pilot$25,000
Agenda Page 76
Professional Services Agreement
15 CPA held a competitive solicitation process that
yielded 3 proposals
CPA selected and entered negotiations with TRC
Consulting Inc.
TRC has worked with CCAs on reach code projects
and has created a suite of tools and templates that
CPA can leverage for this program
Contractor Team:
Contract Overview:
Term: 2-years
Budget: $430,000
Agenda Page 77
Requested Actions
1. Provide Feedback on Mid-Cycle Review of Local Programs for a Clean Energy Future Plan
2. Authorize the Chief Executive Officer to Execute the Professional Services Agreement with TRC Consulting Inc., for technical consulting and public outreach services for the development of building and EV reach codes for a two-year contract totaling $430,000
16 Agenda Page 78
Questions
Agenda Page 79
1 Clean Power Alliance of Southern California
This Professional Services Agreement (this “Agreement”), dated and effective as of February 2, 2023 (the “Effective Date”), is made by and between:
CLEAN POWER ALLIANCE OF SOUTHERN CALIFORNIA (“CPA”), and TRC SOLUTIONS, INC. (“Contractor”).
CPA and Contractor are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.” In consideration of the terms of this Agreement, and for other good and valuable consideration, the Parties make the following acknowledgments and agreements:
RECITALS
WHEREAS, CPA may contract with a provider for technical consulting services for the development of building and electric vehicle (“EV”) reach codes; WHEREAS, CPA conducted a Request for Proposals (“RFP”) and CPA selected Contractor because Contractor has the expertise and experience to provide the specified services to CPA and offered CPA the Best Value; WHEREAS, Contractor desires to provide these specified services to CPA; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions upon which Contractor shall provide services to CPA; NOW, THEREFORE, it is agreed based on the consideration set forth below by the Parties to this Agreement as follows:
AGREEMENT
1. Definitions
a. The definition of “Confidential Information” is set forth in paragraph 10.b. of this Agreement.
b. “CPA Data” shall mean all data gathered or created by Contractor in the performance of the Services pursuant to this Agreement, including any customer or customer-related data.
c. “CPA Information” shall mean all confidential, proprietary, or sensitive information provided by CPA to Contractor in connection with this Agreement. d. “CPA Materials” shall mean all finished or unfinished content, writing and design of materials but not limited to messaging, design, personalization, or other materials, reports, plans, studies, documents and other writings prepared by Contractor, its officers, employees and Agents for CPA for the performance of, the purpose of, or in the course of implementing this Agreement.
Agenda Page 80
2 e. “CPA Product” includes collectively CPA Data, CPA Information, and CPA Materials.
f. “Services” shall mean the scope of work Contractor provides to CPA as specified in Exhibit A.
g. “Agents” shall mean with regard to Contractor, any subcontractor, consultant, or resource utilized by Contractor to perform the Services, including but not limited to any Agents who may be utilized in the future, and with regard to CPA, it shall mean any consultant, contractor, or subcontractor utilized by CPA to review, manage, oversee, operationalize, or implement the Services.
2. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A – Scope of Work
Exhibit B – Program Timeline
Exhibit C – Compensation
Exhibit D – Data Protection Requirements
Should a conflict arise between language in the body of this Agreement and any exhibit or attachment to this Agreement, the language in the body of this Agreement controls, followed by Exhibit A, B, C, and D in that order.
3. Services to be Performed by Contractor
In consideration of the payments set forth in this Agreement and in Exhibit C, Contractor shall perform services for CPA in accordance with the terms, conditions, and specifications set forth in this Agreement and in Exhibit A (“Services”).
4. Compensation
CPA agrees to compensate Contractor as specified in Exhibit C:
a. In consideration of the Services provided by Contractor in accordance with all terms, conditions and specifications set forth in this Agreement and Exhibit A, CPA shall make payment to Contractor on a not-to-exceed basis and in the manner specified in Exhibit C.
b. Unless otherwise indicated in Exhibit C, Contractor shall invoice CPA monthly to [email protected] for all compensation related to Services performed during the previous month. Payments shall be due within fifteen (15) calendar days after the date the invoice is submitted to CPA at the specified email address. All payments must be made in U.S. dollars.
5. Term
Subject to compliance with all terms and conditions of this Agreement, the term of this Agreement shall be two (2) years from the Effective Date (“Initial Term”). At the end of the Agenda Page 81
3 Initial Term, the Parties may renew this Agreement for two successive one (1) year terms for a maximum of two additional years (each, a “Renewal Term”), unless either Party provides ninety (90) days prior written notice of its intent not to renew the term of the Agreement (“Renewal Notice”).
6. Termination
a. Termination for Convenience. CPA may terminate the Agreement in accordance with this paragraph in whole, or from time to time in part, whenever CPA determines that termination is in CPA’s best interests. A termination for convenience, in part or in whole, shall take effect by CPA delivering to Contractor, at least thirty (30) calendar days prior to the effective date of the termination or prior to a Notice of Termination specifying the extent to which performance of the Services under the Agreement is terminated.
If the termination for convenience is partial, Contractor may submit to CPA a request in writing for equitable adjustment of price or prices specified in the Agreement relating to the portion of this Agreement which is not terminated. CPA may, but shall not be required to, agree on any such equitable adjustment.
Nothing contained herein shall limit the right of CPA and Contractor to agree upon amount or amounts to be paid to Contractor for completing the continued portion of the Agreement when the Agreement does not contain an established price for the continued portion. Nothing contained herein shall limit CPA’s rights and remedies at law.
b. Termination for Default. If Contractor fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, or violates any ordinance, regulation or law which applies to its performance herein and such default continues uncured for thirty (30) calendar days after written notice is given to Contractor, CPA may terminate this Agreement by giving five (5) business days' written notice. If Contractor requires more than thirty (30) calendar days to cure, then CPA may, at its sole discretion, authorize additional time as may reasonably be required to effect such cure provided that Contractor diligently and continuously pursues such cure.
c. Termination for Lack of Third-Party Funding. CPA may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source. d. Effect of Termination. Upon the effective date of expiration or termination of this Agreement: (i) Contractor may immediately cease providing Services in its entirety or if a termination to a part of the Agreement, cease providing the Services that have been terminated; (ii) any and all payment obligations of CPA under this Agreement will become due immediately except any equitable adjustment pursuant to Paragraph 5(a); (iii) promptly transfer title and deliver to CPA all CPA Product or any work in progress pursuant to this Agreement; and (iv) each Party will promptly either return or destroy (as directed by the Agenda Page 82
4 other Party) all Confidential Information of the other Party in its possession as well as any other materials or information of the other Party in its possession.
Upon such expiration or termination, and upon request of CPA, Contractor shall reasonably cooperate with CPA to ensure a prompt and efficient transfer of all data, documents and other materials to CPA in a manner such as to minimize the impact of expiration or termination on CPA’s customers.
7. Contract Materials
CPA owns all right, title and interest in and to all CPA Materials and CPA Data. Upon the expiration of this Agreement, or in the event of termination, CPA Materials and all CPA Information, in whatever form and in any state of completion, shall remain the property of CPA and shall be promptly returned to CPA. Upon termination, Contractor may make and retain a copy of such Contract Materials if required by law or pursuant to the Contractor’s reasonable document retention or destruction policies.
Notwithstanding the foregoing, if Contractor provides certain pre-existing intellectual property (proprietary software, computer programs, calculations, etc.) to CPA, then such property shall remain the exclusive property of Contractor, or Contractor Party, and any licenses or other rights granted to CPA shall be for internal use only for performance of this Agreement.
8. Payments of Permits/Licenses
Contractor bears responsibility to obtain any license, permit, or approval required for it to provide the Services to be performed under this Agreement at Contractor’s own expense prior to commencement of the Services.
9. No Recourse against Constituent Members
CPA is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) pursuant to the Joint Powers Agreement and is a public entity separate from its constituent members. CPA shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Contractor shall have no rights and shall not make any claims, take any actions or assert any remedies against any of CPA’s constituent members in connection with this Agreement.
10. Confidential Information
a. Duty to Maintain Confidentiality. Contractor agrees that Contractor will hold all Confidential Information in confidence, and will not divulge, disclose, or directly or indirectly use, copy, digest, or summarize, any Confidential Information unless necessary to comply with any applicable law, regulation, or in connection with any court or regulatory proceeding applicable in which case, any disclosure shall be subject to this paragraph, 10.c., and 10.d., below. b. Definition of “Confidential Information”. The following constitutes “Confidential Information,” whether oral or written: (a) the terms and conditions of, and proposals and negotiations related to, this Agreement, (b) information, in Agenda Page 83
5 whatever form, that CPA shares with Contractor in the course and scope of this Agreement, or (c) information that either Contractor stamps or otherwise identifies as “confidential” or “proprietary” before disclosing it to the other.
Confidential Information shall not include: (l) information that is generally available to the public or in the public domain at the time of disclosure; (2) information that becomes publicly known other than through any breach of this Agreement by Contractor or its Representatives; (3) information which is subsequently lawfully and in good faith obtained by Contractor or its Representatives from a third party, as shown by documentation sufficient to establish the third party as the source of the Confidential Information; provided that the disclosure of such information by such third party is not known by Contractor or its Representatives to be in breach of a confidentiality agreement or other similar obligation of confidentiality; (4) information that Contractor or its Representatives develop independently without use of or reference to Confidential Information provided by Contractor; or (5) information that is approved for release in writing by Contractor.
c. California Public Records Act. The Parties acknowledge and agree that the Agreement including but not limited to any communication or information exchanged between the Parties, any deliverable, or work product are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” The Parties agree not to over-designate material as Confidential Information. Over-designation includes stamping whole agreements, entire pages or series of pages as “Confidential” that clearly contain information that is not Confidential Information. d. Third Party Request for Confidential Information. Upon request or demand of any third person or entity not a Party hereto pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), CPA will as soon as practical notify Contractor in writing via email that such request has been made. CPA will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release to the third party of the Confidential Information designated by Contractor. If Contractor takes no such action after receiving the foregoing notice from CPA, CPA shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Contractor does take or attempt to take such action, Contractor agrees to indemnify and hold harmless CPA, its officers, directors, employees and Agents (“CPA Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of CPA Indemnified Parties for Contractor’s attempt to prevent disclosure or CPA’s refusal to disclose any Confidential Information.
11. Insurance
All required insurance coverages shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to CPA Agenda Page 84
6 within 10 business days after the Agreement is fully executed. The commercial general liability policy shall be endorsed naming Clean Power Alliance of Southern California and its employees, officers and Agents as additional insureds under ISO endorsement forms CG 20 10 and CG 20 37. The certificate(s) of insurance and required endorsement shall be furnished to CPA prior to commencement of work and maintained throughout the Term and any Renewal Term. Each certificate shall provide for thirty (30) days advance written notice to CPA of any cancellation, change in coverage, or renewal. Said policies shall remain in force through the life of this Agreement and shall be payable on a per occurrence basis only, except those required by paragraph (d) below which may be provided on a claims-made basis consistent with the criteria noted therein.
Nothing herein shall be construed as a limitation on Contractor’s obligation under paragraph 12 of this Agreement to indemnify, defend, and hold CPA harmless from any and all liabilities arising from the Contractor’s negligence, recklessness or willful misconduct in the performance of this Agreement. CPA agrees to timely notify the Contractor of any negligence claim.
Failure to provide and maintain the insurance required by this Agreement will constitute a material breach of the Agreement. In addition to any other available remedies, CPA may suspend payment to the Contractor for any services provided during any time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required coverage. a. Commercial General Liability
The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million ($1,000,000.00) each occurrence with a two million dollar ($2,000,000.00) general aggregate limit. CPA shall be named as an additional insured on the commercial general liability policy and the Certificate of Insurance shall include an additional endorsement page pursuant to ISO endorsement forms CG 20 10 and CG 20
37. b. Auto Liability
Where the services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000.00).
c. Workers’ Compensation
The Contractor acknowledges the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to CPA prior to commencement of work. d. Professional Liability Insurance
Coverages required by this paragraph may be provided on a claims-made basis with a Agenda Page 85
7 “Retroactive Date” either prior to the date of the Agreement or the beginning of the contract work. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond completion of contract work. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after completion of contract work.
Contractor shall maintain a policy limit of not less than $1,000,000.00 per incident. If the deductible or self-insured retention amount exceeds $100,000.00, CPA may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund or Contractor’s general insurance reserves are adequate to provide the necessary coverage and CPA may conclusively rely thereon.
.
12. Indemnification; Limitation of Liability
Contractor agrees to indemnify, defend, and hold harmless CPA, its employees, officers, and Agents (“Indemnitees”), from and against, and shall assume full responsibility for payment of all wages, state or federal payroll, social security, income or self-employment taxes, with respect to Contractor’s performance of this Agreement. Contractor further agrees to indemnify, and hold harmless CPA from and against any and all third- party claims, liabilities, penalties, forfeitures, suits, costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which CPA may hereafter incur, become responsible for, or pay out, as a result of death or bodily injuries to any person, destruction or physical damage to tangible property, or any violation of governmental laws, regulations or orders, to the extent caused by Contractor’s negligent acts, errors or omissions, or the negligent acts, errors or omissions of Contractor’s employees, Agents while in the performance of the terms and conditions of the Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of CPA, elected and appointed officers, employees, Agents and volunteers.
CONTRACTOR AND CPA WAIVE ANY AND ALL CLAIMS AGAINST EACH OTHER
FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, MULTIPLE, AND PUNITIVE
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS
OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE CULPABLE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS MUTUAL WAIVER INCLUDES, BUT IS NOT LIMITED TO, RENTAL EXPENSES,
LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME, LOSS OF PROFIT (EXCEPT PROFIT ARISING DIRECTLY FROM THE WORK), LOSS OF FINANCING, LOSS OF BUSINESS, AND LOSS OF REPUTATION. THIS MUTUAL WAIVER IS
APPLICABLE, WITHOUT LIMITATION, TO ALL CONSEQUENTIAL DAMAGES DUE TO EITHER PARTY’S BREACH OR TERMINATION OF THE CONTRACT.
EXCEPT WITH REGARD TO PAYMENT OF WAGES, STATE, OR FEDERAL PAYROLL,
SOCIAL SECURITY, INCOME, OR SELF-EMPLOYMENT TAXES, IN WHICH CASE, CONTRACTOR SHALL REMAIN FULLY RESPONSIBLE, CONTRACTOR’S TOTAL
AGGREGATE LIABILITY TO CPA UNDER THIS CONTRACT ON ALL CLAIMS OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO CONTRACTOR’S WORK,
FROM ANY CAUSE OR CAUSES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, INDEMNITY, OR BREACH OF CONTRACT, IS LIMITED TO TWICE (2X) THE AGGREGATE AMOUNT PAID TO Agenda Page 86
8 CONTRACTOR BY CPA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; PROVIDED HOWEVER THAT NOTHING CONTAINED HEREIN SHALL LIMIT CPA’S RIGHT TO INDEMNITY, DEFENSE, OR HOLD HARMLESS AS SPECIFIED IN THIS PARAGRAPH 12 OR TO CLAIM FOR AND TO SEEK AND RECEIVE INSURANCE COVERAGE SPECIFIED IN PARAGRAPH 11.
13. Independent Contractor
a. Contractor acknowledges that Contractor, its officers, employees, or Agents will not be deemed to be an employee of CPA for any purpose whatsoever, including, but not limited to: (i) eligibility for inclusion in any retirement or pension plan that may be provided to employees of Contractor; (ii) sick pay; (iii) paid non-working holidays; (iv) paid vacations or personal leave days; (v) participation in any plan or program offering life, accident, or health insurance for employees of Contractor; (vi) participation in any medical reimbursement plan; or (vii) any other fringe benefit plan that may be provided for employees of Contractor.
b. Contractor declares that Contractor will comply with all federal, state, and local laws regarding registrations, authorizations, reports, business permits, and licenses that may be required to carry out the work to be performed under this Agreement. Contractor agrees to provide CPA with copies of any registrations or filings made in connection with the work to be performed under this Agreement.
14. Compliance with Applicable Laws
The Contractor shall comply with any and all applicable federal, state and local laws and resolutions affecting Services covered by this Agreement.
15. Nondiscriminatory Employment
Contractor and/or any permitted subcontractor, shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, age, protected veteran status, or condition of disability. Contractor and/or any permitted subcontractor understands and agrees that Contractor and/or any permitted subcontractor is bound by and will comply with the nondiscrimination mandates of all federal, state and local statutes, regulations and ordinances.
16. Work Product.
All finished and unfinished reports, plans, studies, documents and other writings prepared by and for Contractor, its officers, employees and Agents in the course of implementing this Agreement shall become the sole property of CPA upon payment to Contractor for such work. CPA shall have the exclusive right to use such materials in its sole discretion without further compensation to Contractor or to any other party. Contractor shall, at CPA’s expense, provide such reports, plans, studies, documents and writings to CPA or any party CPA may designate, upon written request. Contractor may keep file reference copies of all documents prepared for CPA.
Agenda Page 87
9 17. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via email to the email address listed below; and (2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.
In the case of CPA, to:
Name/Title: Theodore Bardacke, Chief Executive Officer
Address: 801 S. Grand Ave., Suite 400, Los Angeles, CA 90017 Telephone: (213) 269-5890
Email: [email protected]
In the case of Contractor, to:
Name/Title: Cris Timmons, Senior Contract Manager
Address: 21 Griffin Road N., Windsor, CT 06095
Telephone: (571) 212-8629
Email: [email protected]
18. Assignment
Neither this Agreement nor any of the Parties’ rights or obligations hereunder may be transferred or assigned without the prior written consent of the other Party. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
19. Subcontracting
Contractor may not subcontract Services to be performed under this Agreement without the prior written consent of CPA. If the CPA’s written consent to a subcontract is not obtained, Contractor acknowledges and agrees that CPA will not be responsible for any fees or expenses claimed by such subcontractor.
20. Safety
Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Agreement. Contractor shall monitor the safety of the job site(s) during the project to comply with all applicable federal, state, and local laws, and to follow safe work practices.
21. Retention of Records and Audit Provision
Contractor and any subcontractors authorized by the terms of this Agreement shall keep and maintain on a current basis full and complete documentation and accounting records, employees’ time sheets, and correspondence pertaining to this Agreement. Such records shall include, but not be limited to, documents supporting all income and all expenditures.
Agenda Page 88
10 CPA shall have the right, during regular business hours, to review and audit all records relating to this Agreement during the Agreement period and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on Contractor’s premises, or, at CPA’s option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written notice from CPA.
Contractor shall refund any monies erroneously charged. Contractor shall have an opportunity to review and respond to or refute any report or summary of audit findings and shall promptly refund any overpayments made by CPA based on undisputed audit findings.
22. Conflict of Interest
a. No CPA employee whose position with the CPA enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the contractor or have any other direct or indirect financial interest in this Agreement. No officer or employee of the Contractor who may financially benefit from the performance of work hereunder shall in any way participate in the CPA’s approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the CPA’s approval or ongoing evaluation of such work.
b. The Contractor shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts that create a conflict of interest. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to CPA. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.
23. Publicity
Contractor shall not issue a press release or any public statement regarding the Agreement, Services contemplated by this Agreement, or any other related transaction unless CPA has agreed in writing the contents of any such public statement.
24. Governing Law, Jurisdiction, and Venue
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. The Contractor agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles.
25. Amendments
None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Parties.
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11 26. Severability
Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not invalidate the whole of this Agreement, but rather, the remainder of the Agreement which can be given effect without the invalid provisions, will continue in full force and effect and will in no way be impaired or invalidated.
27. Complete Agreement
This Agreement constitutes the entire Agreement between the parties. No modification or amendment shall be valid unless made in writing and signed by each party. Failure of either party to enforce any provision or provisions of this Agreement will not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.
28. Counterparts
This Agreement may be executed in one or more counterparts, including facsimile(s), emails, or electronic signatures, each of which shall be deemed an original and all of which together will constitute one and the same instrument IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
TRC Solutions, Inc. Clean Power Alliance of Southern California ____________________________________ ____________________________________ By: Frank Reilly By: Theodore Bardacke
Title: President, Advanced Energy Title: Chief Executive Officer Agenda Page 90
Exhibit A – Scope of Work
PROJECT TASKS AND DELIVERABLES
Contractor shall be responsible for providing a full range of technical consulting services for the development of building and electric vehicle (“EV”) reach codes.
Contractor must account for the following tasks and all tasks must be completed according to the timelines set forth in Exhibit B:
1. Task 1: New Construction Reach Code Development and Advancement
1.1. Research Existing State and Local New Construction Codes.
1.1.1. Contractor shall provide support to six (6) member agencies to pursue new construction reach codes, host public workshops for local code outreach, and provide code customization of model codes. Contractor may provide support to additional member agencies as directed by CPA, at the rates set forth in Exhibit C.
1.1.1.1. Contractor shall research relevant state and local building codes related to building electrification and EV infrastructure in new construction and major remodels.
1.1.1.2. Research shall evaluate relevant existing model municipal, zoning and other reach codes that go beyond CALGreen that have been developed by other CCAs (including Peninsula Clean Energy, East Bay Clean Energy, etc.), or that have been utilized by other local governments across California.
1.1.1.3. Research shall include both mandate-, performance-, and incentive-based codes.
1.1.1.4. Contractor and CPA will select a suite of two (2) to four (4) model code types (for example: all-electric, electric ready, natural gas bans, EV charging) at various levels of stringency. These codes will serve as CPA’s model reach codes. Selected model codes should take equity considerations into account, including equitable access to electric vehicle charging and future charging readiness.
Task 1.1 Deliverables:
• Develop a summary report that is easy to review by stakeholders that outlines the variety of reach codes being used by local governments, and a set of recommendations for model codes to be used by CPA member agencies.
1.2. Host Kick Off Workshops for Local Government Staff.
1.2.1. Contractor shall work with CPA to provide key education to local government staff and elected officials on the benefits of reach codes, the process for Agenda Page 91
adopting them, and strategies to address concerns from community stakeholders.
1.2.2. Each workshop will provide high-level information for policymakers and provide a venue for local governments that have already passed new construction reach codes (or are in the process) to share their experiences, best practices strategies, and methods for responding to opposition.
Task 1.2 Deliverables:
• Provide two (2) kick off workshops. At least one (1) workshop per regional area (Ventura and Los Angeles, or some subdivision of Ventura/Los Angeles County as directed by CPA).
1.3. Stakeholder Coordination Meetings for Technical Support Tracking.
1.3.1. Contractor shall host monthly stakeholder engagement meetings with relevant stakeholders determined in consultation with CPA. The primary goal of these meetings will be to coordinate technical support between each relevant stakeholder, potentially including Southern California Edison (“SCE”), Regional Energy Networks, Building Decarbonization Coalition, Air Pollution Control Districts, and/or others.
1.3.2. Contractor shall coordinate support from various regional partners to CPA member agencies that seek to adopt and implement reach codes during this program, and answer reach code-related questions in consultation with CPA with a priority on utilizing existing support from other stakeholder partners.
1.3.3. Contractor shall provide supplemental on-call technical support to member agencies that choose to pursue new construction reach codes in the form of developing analysis and support for adoption hearings. On-call technical support will only be provided after a written approval via email from CPA.
New Construction Reach Code Program Roles and Responsibilities Matrix Table 1 below outlines the roles and responsibilities between CPA, Contractor, and other partners for the New Construction Reach Code Program. CPA anticipates that SCE and its contractors will serve as the primary providers for on-call technical support. The role of SCE or its contractor, as specified in the table below, will need to be clarified and confirmed by Contractor. Contractor must specify how it plans to problem solve in the event that SCE does not meet its anticipated responsibility.
TABLE 1
Task Anticipated Responsible Parties
CPA Contractor SCE
Overall Program Oversight
Program Administration
Outreach to Encourage Program Participation
Agenda Page 92
Kick Off Workshops Support
Research and Development of Model Codes
Model Code Workshops Support
Public Workshops Support
Customizing Codes for Member Agencies
Tracking On-call Technical Support
Providing On-Call Technical Support
Tools and Templates
Supplemental and EV Cost-Benefit Analysis
Attend City Council Meetings
Bi-Monthly or Monthly Stakeholder Meetings
Task 1.3 Deliverables:
• Host monthly stakeholder coordination meetings to track technical support. • Create a matrix of reach code-related questions asked by member agencies and support provided by Contractor and other partners.
• Provide supplemental on-call technical support to help develop analysis and support adoption hearings.
1.4. Lead Stakeholder Engagement and Select Model Reach Codes.
Table 2 below is an example timeline for the selection and distribution of model reach codes outlined in the tasks below:
TABLE 2
Example Model Code Development and Support Timeline
Step Task Task Number
Step 1 Research and Development of Model Codes 1.1
Step 2 Kick Off Workshops 1.2
Step 3 Contractor and CPA Select Model Codes 1.4
Step 4 Model Code Workshops 1.4
Step 5 Final Model Codes and Model Code Package is
Distributed to Member Agencies 1.4
Step 6 Public Workshops 1.5
Step 7 Code Customization for Member Agencies 1.4
1.4.1. Stakeholder engagement for model code selection and adoption.
1.4.1.1. Contractor shall work with CPA to identify key stakeholders to include in the model code selection process. Key stakeholders may include elected officials, municipal staff, developers, electric vehicle experts, building electrification experts, Tri-County Regional Energy Network (“3C-REN”), SoCal Regional Energy Network, SCE, Building Decarbonization Coalition, building trades, and other members of the community. Key stakeholders will be encouraged to attend and participate in model code workshops as deemed appropriate by Agenda Page 93
Contractor and CPA.
1.4.1.2. Contractor will participate in calls led by CPA with the California Energy Commission (“CEC”) to keep the CEC informed about reach codes that are nearing council approval, and to identify strategies to expedite CEC submission and approvals.
1.4.2. Model code development.
1.4.2.1. CPA seeks to streamline the model code development process by using existing model codes rather than engaging in a lengthy reach code development process. Example new construction reach codes are available from SCE, other CCAs, regional energy networks (“RENs”), and from those that have been implemented by local governments. Contractor will utilize these pre-existing reach codes and templates to curate a suite of model new construction reach codes for this program. CPA does not anticipate the need to write new model codes, but rather to edit examples for use by CPA member agencies.
Contractor and CPA will pick two (2) to four (4) reach code types (all-electric, electric ready, natural gas ban, electric vehicle charging, etc.) based on research done in Task 1.1. Contractor will also select two (2) to four (4) varying levels of stringency for each model code type. The model reach code options must be compliant with and surpass California’s 2022 Building Code and are expected to leverage the cost-effectiveness analysis results from the 2022 Statewide Codes & Standards Program, as needed. These may include prescriptive or performance-based options for building electrification. An example number of model codes developed is contained in Table 3 below:
TABLE 3
Example Number of Model Codes Developed
Model Code A Model Code B
Stringency: Low Stringency: High Stringency: Low Stringency: High
1.4.2.2. Contractor shall plan for four (4) model code workshops organized by region. Each workshop will focus on outlining the model codes chosen as well as getting feedback from member agencies on the concerns and challenges they expect to face in passing them. Building types not covered by the state cost-effectiveness study may be excluded.
1.4.2.3. Produce a model code package consisting of a summary noting the purpose of the codes, a general estimated timeline for reach code adoption, and a matrix highlighting the differences between the two to four variants of each model reach code with varying levels of stringency. This will be disseminated to the stakeholders with easily accessible online distribution and reviewed via a code review meeting/webinar, one per reach code track and service territory.
1.4.2.4. Once model codes have been developed, Contractor shall work with member agencies as needed to customize these model codes to Agenda Page 94
jurisdictional needs.
1.4.3. Innovation.
1.4.3.1. Contractor shall review and summarize reach code opportunities for buildings beyond the traditional residential and commercial spaces These additional buildings may include, but are not limited to, grocery stores, healthcare facilities, science facilities, other industry buildings, aviation-related facilities, and data centers.
Task 1.4 Deliverables:
• Develop and distribute summary on which model codes were considered and how model codes were selected and developed.
• Develop final version of each model code.
o Final 2-4 versions of each model code per model code type. o Model code package.
Summary of model code purpose and general adoption timeline. Matrix highlighting differences between model code versions. • Conduct model code workshops.
o Four (4) to six (6) model code development workshops. • Disseminate model codes to CPA and member agencies.
o Post model code on project website (see Task 1.6) and distribute via email to member agencies.
o Deliver the model codes to the associated CEC lead staff for advance review to aid approval of subsequent municipal reach code submissions. • Provide support for member agencies to customize model codes for their jurisdiction.
o Final customized codes for all member agencies.
o Summary of member agency code customizations.
• Provide meeting notes and attendee lists for all workshops and model code-related webinars and calls. • Conduct monthly stakeholder coordination calls with regional partners. • Create a matrix of technical and adoption assistance provided by SCE and other regional partners.
• Provide meeting notes and attendee lists for all stakeholder coordination calls. • Participate in calls led by CPA with the California Energy Commission (CEC) to keep the CEC informed and identify strategies to expedite submission and approvals.
o Three (3) to eight (8) CEC calls or as needed based on the number of participating member agencies and timing of reach code passage and CEC submittal.
• Summarize innovative opportunities for reach codes beyond typical residential and commercial buildings and focus on equity with all model codes.
1.5. Public Workshops for Local Code Outreach.
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1.5.1. Contractor will host at least one (1) public workshop in each local municipality that pursues adoption of a new construction reach code. The primary goal of the workshop will be to educate and inform key community members and stakeholder groups, including but not limited to building owners, environmental groups, electric vehicle charging companies, building decarbonization experts, energy workers, and members of the public, on the value of reach codes and the types of model codes that have been proposed by the member agency.
Additionally, CPA seeks to use the public workshops to answer stakeholder questions, address building community concerns, and generate community support for the reach codes leading into local council meetings.
1.5.2. Preparation for each workshop will be led by Contractor in coordination with CPA and the member agency. Contractor will work with member agency staff to determine the content of each public workshop and the level of feedback to be solicited from attendees. These workshops will be non-technical in nature.
Member agencies may choose to propose reach codes at the public workshop or seek more general feedback on a suite of potential reach codes options.
Task 1.5 Deliverables:
• Conduct one (1) public workshop per interested member agency. • Create attendee list at workshops.
• Provide summary of community questions and comments.
1.6. Identify and Develop Tools and Processes for Adoption and Implementation.
1.6.1. Identify gaps in publicly available tools, templates and municipal processes that will assist member agencies educate staff and the building community, present at city council meetings, and submit necessary paperwork to the CEC.
Contractor and CPA will work together to create a final list tools and templates that Contractor will produce.
1.6.2. Identify tools and templates. Contractor will review other reach code programs from CCAs, RENs, public utilities, and other relevant organizations to determine relevant tools and templates that can be customized for CPA member agencies and gaps in available resources that can meaningfully help local governments pass new construction reach codes. Tools and processes may include but are not limited to:
1.6.2.1. Adoption tools: this includes template staff reports, presentation slides for agency staff to use at local council meetings, findings for local governments to use when submitting building codes to the California Building Standards Commission for acceptance, a project website to house completed tools and other resources, and/or other tools needed to move forward with the code adoption at the local government and state level.
1.6.2.2. Implementation tools: this includes building department training, permit and inspection processes streamlining (including documenting all Agenda Page 96
process efficiencies and benefits enabled by a suite of proposed streamlined permitting processes), presentation slides to educate the builder community, and/or other tools needed to move forward with the code implementation process.
1.6.2.3. Any tool recommendations and deliverables will be developed with, and vetted by, CPA, other interested municipalities, development community, and other key stakeholders.
1.6.3. Develop tools and templates for reach code adoption. Contractor shall provide mutually agreed upon tools and templates with regional (Los Angeles and Ventura County) customization as needed. Adoption tools shall include:
1.6.3.1. A project website to house completed tools and other resources.
1.6.3.2. Building department training presentation.
1.6.3.3. Presentation slides for use at public workshops.
1.6.3.4. Local council meeting presentation sides for agency staff.
1.6.3.5. CEC submission cover letter template.
1.6.3.6. CEC submission packet.
1.6.4. These tools and templates will provide local governments a basis from which to customize their reports and presentations to staff, policymakers, contractors, CEC, the public, and other relevant parties. Contractor will work with CPA member agencies to customize these templates as necessary, answering questions related to these tools that may arise.
1.6.5. Develop tools and templates for reach code implementation. Contractor shall provide mutually agreed-to tools and templates with regional (Los Angeles and Ventura County) customization as needed. This may include staff training sessions as requested. Implementation tools are expected to include:
1.6.5.1. Template staff reports.
1.6.5.2. Summary of potential permit and inspection process streamlining.
1.6.5.3. Findings for local governments to use when submitting building codes to the California Building Standards Commission for acceptance.
1.6.5.4. Training slides for builder community on finalized codes.
1.6.5.5. Other tools needed to move forward with the code adoption process at the local government and state level.
Task 1.6 Deliverables:
• Tool and template identification:
o Provide a list of adoption tools to develop with descriptions. o Provide a list of implementation tools to develop with descriptions. • Adoption tools and templates:
o Create a project website to house all final documents, and tools and templates created.
o Create building department training presentation slides. o Create presentation slides for public workshops.
o Create local council meeting presentation slides for agency staff. o Create a CEC submission cover letter template.
Agenda Page 97
o Create CEC submission packets.
• Implementation tools and templates:
o Develop template staff reports and other training presentation slides. o Create a summary outlining permit and inspection process streamlining recommendations.
o Develop findings to submit to the Building Standards Commission for reach code acceptance.
o Create template training slides for builders on finalized reach codes. o Develop other implementation tools as needed.
1.7. Develop Cost-Benefit Analysis.
1.7.1. Buildings.
1.7.1.1. Contractor shall utilize the Statewide Codes and Standards Program’s cost-effectiveness analysis for building electrification model codes.
Contractor will package the results of the analysis as needed as a component of the proposed model reach code package to the CEC and provide a summary of building electrification cost effectiveness results. Contractor will provide enhanced explanations of existing cost-benefit analysis and supplemental data visualizations where requested, but no new cost-benefit analysis for new construction reach codes in buildings will be necessary.
1.7.1.2. Municipalities will be encouraged to utilize the Statewide Codes and Standards program cost-benefit analysis for evaluating the efficacy of the building electrification model codes.
1.7.1.3. Contractor will provide a revised or supplemental building cost-benefit analysis upon request from member agencies or from CPA. This additional cost-benefit analysis will update Statewide Codes and Standards assumptions to reflect nuances in the communities in CPA’s service territory.
1.7.2. EV infrastructure.
1.7.2.1. Contractor shall provide a more detailed cost-benefit analysis for EV infrastructure reach codes than is currently available from the Statewide Codes and Standards Program to allow jurisdictions to make informed decisions about the implications of passing EV infrastructure reach codes. Contractor will conduct an analysis including all costs and benefits – monetary and non-monetary (e.g., emissions impacts) – of the measures included. The EV cost-benefit analysis will be developed in a manner consistent with state and industry standards. In addition, this will include determining the:
1.7.2.1.1. 2022 CALGreen Standards incremental compliance construction costs.
1.7.2.1.2. Incremental construction costs resulting from the reach code (first costs).
1.7.2.1.3. Retrofitting costs to install the same charging density as Task Agenda Page 98
1.8.2.1.2 above.
1.7.2.2. Contractor shall provide a revised or supplemental EV infrastructure cost-benefit analysis upon request from member agencies or from CPA. This additional cost-benefit analysis will update Statewide Codes and Standards assumptions to reflect nuances in the communities in CPA’s service territory.
1.7.2.3. Task 1.7 Deliverables:
• Develop building electrification cost-effectiveness study results summary. • Create enhanced building electrification cost effectiveness summaries and data visualizations (upon request).
• Create revised or supplemental EV infrastructure cost-benefit analysis upon request from member agency or CPA.
• Create an EV cost-effectiveness analysis document.
• Create revised or supplemental EV infrastructure cost-benefit analysis upon request from member agency or CPA.
1.8. Final report summarizing New Construction Reach Code Program.
1.8.1. Create a final report summarizing the new construction model codes developed and the reasons for which these codes were chosen. The final report should include a summary of the questions asked by member agencies and the support provided by Contractor and program partners. The final report should include any learnings from challenges encountered in the reach code development, adoption, and implementation processes including work with local government staff, contractors and other outside third parties.
Task 1.8 Deliverables:
• Provide a final report summarizing support provided and challenges encountered in New Construction Reach Code Program.
o Include appendices with a detailed list of questions asked and answers/support provided to member jurisdictions.
2. Task 2: Existing Buildings Reach Code Pilot Program
2.1. The Existing Building Reach Code Pilot Program is intended to provide a full suite of tools, templates, model codes and support for up to two (2) CPA member agencies interested in pursuing existing building reach codes. Contractor shall work with CPA to determine which two (2) member agencies will be part of the pilot program. Contractor will provide similar tools and templates as those itemized in the new construction program (Task 1 of this scope) along with answering all technical and adoption related questions by providing on-call support by phone Agenda Page 99
and email.
2.2. Contractor shall work with CPA to determine what tools and resources are necessary to facilitate existing building reach code adoption for these two pilot cities and for additional future local governments. More than one (1) public workshop may be necessary for each pilot city depending on the level of pushback and community engagement.
2.3. Contractor shall be the primary contact for existing building reach code questions and support for the two pilot jurisdictions. Contractor shall host stakeholder engagement meetings with regional partners to keep relevant regional partners apprised of the program’s progress and to confer on any challenges that arise.
Questions regarding existing building reach codes from non-pilot CPA member agencies will be deferred to SCE.
2.4. Existing Building Pilot Program Roles and Responsibilities Matrix:
2.4.1. Table 4 below is a table that outlines the roles and responsibilities between CPA, Contractor, and other partners for the Existing Buildings Reach Code Pilot Program. CPA anticipates that SCE and its contractors will serve as primary providers for additional on-call technical support to member agencies outside of the two (2) pilot jurisdictions. The role of SCE or its contractors, as specified in the table below, will need to be clarified and confirmed by Contractor. Contractor must specify how it plans to problem solve in the event that SCE does not meet its anticipated responsibility.
TABLE 4
Task Anticipated Responsible Parties
CPA Contractor SCE
Overall Program Oversight
Program Administration
Outreach to Encourage Program Participation
Kick Off Workshops Support
Research and Development of Model Codes
Model Code Workshops Support
Public Workshops Support
On-Call Technical Support for 2 Pilot Cities
Additional On-Call Support for Non-Pilot Cities
Tracking Partner On-call Technical Support to Pilot
Agencies
Tools and Templates
Cost-Benefit Analysis
Attend City Council Meetings
Bi-Monthly or Monthly Stakeholder Meetings
Task 2 Deliverables:
• Research of current existing building reach codes.
o Develop a summary report on variety of existing building reach code Agenda Page 100
strategies that is easy to review by stakeholders and participating local governments. This analysis should include a summary of existing building reach code programs run by other CCAs, RENs, investor-owned utilities (“IOUs”), and other similar organizations. This report should describe both mandate- and incentive-based codes.
• Stakeholder engagement.
o Conduct a kickoff workshop for participating member agencies in existing building reach code pilot program.
o Conduct monthly stakeholder engagement calls with the pilot jurisdictions and partner organizations like the Building Decarbonization Coalition, SCE, 3C REN and SoCalREN. These stakeholder engagement calls can be combined with calls in Task 1.3.
o Provide meeting notes and attendee lists for all stakeholder coordination calls.
o Develop a matrix of questions asked by local governments and Contractor responses.
• Public workshops.
o Conduct one (1) to two (2) public workshops per member agency to gather public feedback. The primary goal of the workshops will be to educate and inform key community members and stakeholder groups, including but not limited to building owners, environmental groups, electric vehicle charging companies, building decarbonization experts, energy workers, and members of the public, on the value of reach codes and the types of model codes that have been proposed by the member agency. Additionally, CPA seeks to use the public workshops to answer stakeholder questions, address building community concerns, and generate community support for the reach codes leading into local council meetings.
o Create attendee list at workshops.
o Provide a summary of community questions and comments. • Model code development.
o Conduct two (2) to four (4) online or in-person workshops to develop model existing building reach codes with participating member agencies. o Develop final model existing building reach codes.
The number and kind of existing building model reach codes to be developed will be determined in consultation with CPA and the participating pilot jurisdictions.
Contractor will select two (2) to four (4) varying levels of stringency for each model code type. The model reach code options must be compliant with and surpass California’s 2022 Building Code and are expected to leverage the cost-effectiveness analysis results from the 2022 Statewide Codes & Standards Program, where possible.
Once model codes have been developed, Contractor will work with member agencies as needed to customize these model codes to jurisdictional needs.
Agenda Page 101
TABLE 5
Example Number of Model Codes Developed
Model Code A Model Code B
Stringency: Low Stringency: High Stringency: Low Stringency: High o Create model code package: summary of model code purpose and adoption timeline; matrix highlighting differences between model code versions. o Distribute final model codes to pilot jurisdictions and post on program website.
• On-call existing building support.
o Provide technical and adoption support in the form of answering staff questions, attending city council meetings, and providing additional resources to educate policymakers on the benefit of reach codes that address existing buildings.
o Create a matrix of technical and adoption assistance provided to program pilot jurisdictions.
• Tools and templates.
o Develop a list of identified adoption tools to develop with descriptions. o Develop a list of implementation tools to develop with descriptions. o Create a project website to house all final documents, model codes and relevant resources for member agencies.
o Develop adoption tools, including:
Building department presentation slides.
Public workshop presentation slides.
Builder community presentation slides.
Local council meeting presentation slides for agency staff. CEC submission cover letter template.
CEC submission packets.
List of cities and assistance provided.
Other tools as determined in consultation with CPA.
o Develop implementation tools, including:
Template staff reports and other training presentation slides. Document outlining permit and inspection process streamlining recommendations.
Findings to submit to the BSC for reach code acceptance. Template training slides for builders on finalized reach codes. Other tools as needed.
• Cost-benefit analysis.
o Create an existing Building Electrification Cost-Effectiveness Study results summary.
o Create an existing Building EV Infrastructure Cost-Effectiveness analysis summary.
• Stakeholder Stipends.
o Contractor shall provide stakeholder stipends to selected expert community Agenda Page 102
members for their input on Existing Building Electrification policies. • Final report summarizing Existing Building Reach Code Pilot Program. o Provide a final report summarizing the existing building model codes developed and the reasons for which these codes were chosen. The final report should include a summary of the questions asked by member agencies and the support provided by Contractor and program partners. The final report should include any learnings from challenges encountered in the reach code development, adoption or implementation processes including work with local government staff, contractors, and other outside third parties.
This report should include a suggested path forward for working with additional CPA member agencies on existing building reach codes. o Include appendices with a detailed list of questions asked and answers/support provided to member jurisdictions
3. Task 3: Building and Vehicle Charging Electrification Research and Design
3.1. Contractor shall research current programs, funding options and regulatory means for CPA to make meaningful impacts in building electrification and EV charging adoption in its member communities. The scope of this project is wide, including incentive and rebate options, financing options, in lieu fees, EV charging rebates, and regulatory mechanisms that can be employed to add EV charging to existing gasoline stations. CPA is open to additional suggestions from Contractor on innovative programs to further building electrification and can adjust the scope of research contained here accordingly. The ability of CPA to design and/or implement programs that leverage the funding and incentives contained in the recently passed Inflation Reduction Act should be an integral part of this research project.
3.2. Contractor will include interviews with regional stakeholders, program implementors, financing providers, and gas station owners as part of the research for this task. Contractor shall provide compensation to each interview participant.
3.2.1. The final output of this task will be to create a summary report identifying three (3) possible tracks for CPA to take over a three (3) year time horizon. Topics in the report will include the number of buildings affected, the cost to CPA and the GHG benefit of each program. Contractor will work with CPA to determine the structure of the three program tracks. As an example, program track options could include:
3.2.1.1. Expanded reach code program.
3.2.1.2. Expanded reach code program + water heating and HVAC appliance incentives + kitchen and laundry appliance incentives.
3.2.1.3. Expanded reach code program + water heating and HVAC appliance incentives + kitchen and laundry appliance incentives + EV charging incentives.
3.2.2. Financing options (such as on-bill financing, on-bill repayment, tariffed on-bill financing), or charges for non-compliance such as in lieu fees should be Agenda Page 103
assessed for each track.
3.3. Identify Tools, Resources and Funding Opportunities to Electrify New and Existing Buildings.
3.3.1. Identifying tools, resources and current or future funding opportunities that could increase the rate of conversion to electric buildings and provide added incentives to persuade local governments to adopt new construction and existing building reach codes. Research should include the following elements:
3.3.1.1. Regional stakeholders: determining who the important regional stakeholders are in the new construction and existing building electrification space, including developers, building electrification experts, Tri-County and SoCal Regional Energy Networks, SCE, building trades, and other members of the community.
3.3.1.2. Existing electrification programs: analysis of the successes and challenges faced by programs that have been implemented by other CCAs, RENs, IOUs and other entities that have aimed to jump-start electrification through reach codes and appliance incentives/rebates.
3.3.1.3. Appliance rebates and incentives: determining what existing and future local, state, and federal funding sources are available for electric upgrades in new and existing buildings for HVAC, water heating, kitchen, laundry, and other appliances.
3.3.1.4. Other non-code-based strategies such as in-lieu fees: analyzing programs that have used these strategies as part of their building electrification program.
3.3.1.5. Adoption and implementation tools: determining what tools, templates and trainings currently exist, or could be developed, to provide building department training, permit and inspection processes streamlining (including documenting all process efficiencies and benefits enabled by a suite of proposed streamlined permitting processes), builder community education, and/or other tools are needed to forward the building electrification process.
Task 3.3 Deliverables:
• Create a summary of tools, resources, and funding opportunities to electrify new and existing buildings.
• Provide compensation to each interview participant.
3.4. Identify Tools, Resources and Funding Opportunities to Increase EV Infrastructure at New and Existing Buildings.
3.4.1. Identifying tools, resources and current or future funding opportunities that could increase the number of EV capable, ready, and installed EV charging spaces in residential and commercial buildings. Research should include the Agenda Page 104
following elements:
3.4.1.1. Regional stakeholders: determining who the important regional stakeholders are in EV Infrastructure at new construction and in existing buildings.
3.4.1.2. Existing EV infrastructure programs: analysis of the successes and challenges faced by programs from CCAs, RENs, IOUs, and other organizations to increase EV charging infrastructure.
3.4.1.3. EV infrastructure rebates and incentives: determining what existing and future local, state, and federal funding sources of rebates and incentives exist for EV infrastructure.
3.4.1.4. Adoption and implementation tools: determining what tools, templates and trainings currently exist, or could be developed, to provide building department training, permit and inspection processes streamlining (including documenting all process efficiencies and benefits enabled by a suite of proposed streamlined permitting processes), builder community education, and/or other tools needed to increase EV infrastructure.
Task 3.4 Deliverables:
• Create a summary of tools, resources, and funding opportunities to increase EV infrastructure.
• Provide compensation to each interview participant.
3.5. Research CPA’s Financing Options for Building Electrification and EV Charging Infrastructure.
3.5.1. This task includes determining what options and roadblocks exist for CPA to offer retrofit financing mechanisms for building electrification upgrades and EV infrastructure. Contractor shall investigate on-bill financing, on-bill repayment, tariffed on-bill financing and other financing options for HVAC, water heating, kitchen, and laundry appliance upgrades as well as energy efficiency upgrades and EV Infrastructure improvements in new construction and existing buildings. Contractor will determine what other programs exist that could be a model for CPA. Contractor shall provide an analysis of the benefit of financing options for each of the three program tracks itemized in the Final Report described in Task 3.6.
3.5.2. Analysis should include feasibility of implementation, process for implementation and partners that need to be engaged, cost to CPA, the number of buildings that it could potentially support, and estimated upgrades and estimated GHG savings.
Task 3.5 Deliverables:
• Create a summary of financing options for building electrification and EV Agenda Page 105
infrastructure.
• Provide compensation to each interview participant.
3.6. Research EV Charging Potential & Regulatory Mechanisms at Existing Fueling Stations.
3.6.1. Contractor shall summarize existing research on the potential for EV charging infrastructure at publicly accessible gasoline stations along major traffic corridors and rural/residential areas in Ventura and Los Angeles Counties.
Contractor should identify studies from federal, state, local agencies and other reputable organizations that focus on the number of chargers that could be installed, the potential number of vehicles that would fuel at these locations, potential GHG and fuel reductions, and the amount of additional electricity that would need to be delivered to serve these stations.
3.6.2. Contractor shall research regulatory mechanisms that are currently in place, or that could be passed by member agencies, to encourage or require gasoline stations to install EV charging infrastructure. CPA is particularly interested in any permitting processes currently in place that could be used to require gas stations to install EV infrastructure when a permit renewal is required.
Task 3.6 Deliverables:
• Create a summary report of EV charging potential and regulatory mechanisms, including:
o Research Summary on the potential for GHG savings and electricity provided through EV infrastructure installations at gas stations. o Summary of available regulatory mechanisms to increase EV infrastructure at gas stations and a recommendation for CPA to affect these mechanisms.
• Provide compensation to each interview participant.
3.7. Final Report: Three (3) Recommendations for Existing Building Electrification and EV Infrastructure Program.
3.7.1. Create a summary report of the analysis and research conducted in Task 3.
Contractor should provide a minimum of three (3) program recommendations and outline their reach, cost, challenges and potential GHG savings. Each program track should have a minimum of a three (3) year time horizon and include the potential impact of financing options discussed in Task 3.4.
Contractor should consider how CPA can expand on the New Construction and Existing Building Reach Code programs outlined in Tasks 1 and 2, while also describing additional incentives, financing, and other program options.
3.7.2. The final report should also contain a summary for Task 3.5 on regulatory forcing mechanisms for gas stations.
Task 3.7 Deliverables:
Agenda Page 106
• Provide a final report with recommended strategies for existing building electrification and EV infrastructure, financing options and regulatory mechanism summary:
o Minimum of three (3) recommended program tracks.
o Minimum of three (3) year time horizon for each track. o Inclusion of results of research for tools and templates, incentives and rebates, financing options and regulatory mechanisms for gas stations.
Agenda Page 107
Exhibit B – Program Timeline
This program is expected to run over the course of two (2) years, starting February 2023 through December 2024. Member agencies may become interested in and choose to engage new construction reach code support at any time during these two (2) years. The technical reach code support activities set forth in Tasks #1 and #2 are expected to extend over the entire program term. Each program task is expected to kick off in February 2023. The table below includes an anticipated timeline for the program.
Task Description
Anticipated
Completion Date
(days from Agreement
Effective Date)
1 Task #1 kick off 30 days
1 Completion of Tasks 1.1 - 1.4 90 days
1 Completion of Task 1.5 210 days
1 Completion of Tasks 1.6-1.7 270 days
1 Completion of Task 1.8 and final report 720 days
2 Task #2 kick off 30 days
2 Completion of model code development 150 days
2 Completion of public workshops 270 days
2 Completion of tools and template development 360 days 2 Completion of final report of Task 2 and final report 720 days 3 Task #3 kick off 30 days
3 Completion of Task 3 and final report 180 days
Agenda Page 108
Exhibit C – Compensation
Contractor shall satisfactorily provide all the contemplated Services detailed in Exhibit A at the following hourly rates specified in the table below and in compliance with the terms and conditions of this Agreement.
Table 1: Contractor’s Hourly Rates
Name Title Company/
Subcontractor Hourly Rate
Abhijeet Pande Executive Sponsor TRC $285
Farhad Farahmand Director TRC $226
Rosie Kang Senior Program Manager TRC $190
Nicholas Dunfee Director II TRC $235
Ian Metzger Director II TRC $235
Calder Silcox Senior Consultant TRC $210
Maura Cardenas Project Manager TRC $145
Mayra Vega Senior Project Manager TRC $190
Jose Garcia Senior Research Engineer TRC $165
Avani Goyal Project Manager II TRC $165
Rupam Singla Senior Project Manager TRC $180
Melissa Buckley Associate Director TRC $210
Rohan Gupta Marketing Coordinator TRC $120
Kristen Bellows Marketing Manager TRC $135
Walker Wells Principal Raimi & Associates $275
Sami Taylor Senior Sustainability Planner Raimi & Associates $185 Robyn Wong Resilience Planner Raimi & Associates $170
Michelle Hernandez Planner Raimi & Associates $135
Douglas Kot Principal Okayfour $275
Chelsea Kirk Assistant Director of Policy
and Research for Building SAJE $170
Contractor shall not exceed the amounts specified for each of the Tasks listed in Table 2:
Agenda Page 109
Table 2: Not to Exceed Costs for Each Task
Contract (Task) Item Estimated Due
Date
Not to Exceed
Amount
Task 1: New Construction Reach Code
Development and Advancement December 31, 2024 $190,000
Task 1
Optional
Services
Additional member agency
support beyond the six (6)
member agencies included in
Task 1, at $7,500 per additional
member agency, if approved in
advance, in writing, by CPA
December 31, 2024 Up to $30,000
Task 2:
Existing Buildings Reach Code
Pilot Program
December 31, 2024
$107,500
Stakeholder Stipends, as set
forth in Exhibit A, Task 2
Deliverables
$8,500
Task 3:
Building and Vehicle Charging
Electrification Research and
Design July 31, 2023
$90,000
Interview compensation, not to
exceed $100 in compensation to
each interview participant
Up to $1,000
Expenses, if approved in advance, in writing, by CPA $3,000 TOTAL Program Costs $430,000
Any travel, administrative expenses, and materials (hereinafter, “Expenses”) will be billed in the amount incurred by Contractor for actual out-of-pocket cost, without any additional mark-up by Contractor. Any Expenses incurred shall be billed for the month in which the Expenses are incurred. Expense reports detailing all Expenses, along with receipts, shall be presented to CPA for reimbursement. All expenses must be approved by CPA in advance writing before they are incurred.
The Total Maximum Amount that CPA shall pay Contractor, including any subcontractor that the Contractor may retain, for all Services and Expenses to be provided under this Professional Services Agreement shall not exceed Four Hundred Thirty Thousand Dollars ($430,000) ("Not-to-Exceed" or "NTE").
Contractor shall satisfactorily perform and complete, in the judgement of CPA, all required Services in accordance with Exhibit A notwithstanding the fact that total payment from CPA shall not exceed the NTE.
Agenda Page 110
Exhibit D – Data Protection Requirements
To the extent applicable, Contractor shall comply with the following additional data protection requirements, which are hereby incorporated by reference into this Agreement:
1. Contractor represents and warrants that Contractor will perform the Services in accordance with CPA’s risk management policies and protocols, including but not limited to, policies and protocols relating to energy risk management and customer data and privacy, as those policies and protocols may be amended by CPA from time to time. A link to the policies is available at:
https://cleanpoweralliance.org/key-documents/
Contractor shall execute any required acknowledgements of such policies and protocols as those policies and protocols are amended from time to time.
2. Contractor represents and warrants that Contractor shall comply with the requirements of California Public Utilities Commission Decision D.12-08-045 Attachment B (Rules Regarding Privacy and Security Protections for Energy Usage Data Applicable to Community Choice Aggregators or Electrical Service Providers), available at:
https://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M026/K531/26531585.PDF Agenda Page 111
Staff Report – Agenda Item 6
To: Clean Power Alliance (CPA) Board of Directors
From: Ted Bardacke, Chief Executive Officer
Subject: Winter Electricity Market Update
Date: February 2, 2023
RECOMMENDATION
Information only.
ATTACHMENT
1. Presentation
Agenda Page 112
Item 6 – Winter Electricity Market Update
Fiscal Impact and Next Steps
February 2, 2023
Agenda Page 113
Summary
FY 2022/23 financial results will be significantly below budget as a result of:
o The September 2022 heat wave
o A large and sustained spike in natural gas prices beginning in December o A run up in short-term renewable electricity prices
CPA still expects a positive contribution to the net position for the FY. However, gains would be concentrated in the last months of the fiscal year and energy markets remain volatile To address lower than budgeted financial results and prepare for unforeseen events, at its January 18 meeting the Executive Committee recommended that the Board consider:
o Increasing CPA’s $80 million credit line with JPMorgan in March 2023 o Increasing rates at the March 2023 Board meeting through an interim “market adjustment” that would come into effect in April 2023 before the traditional annual rate setting cycle begins next spring
SCE implemented significant rate increases and a negative PCIA on January 1, 2023, improving CPA’s rate competitiveness and lowering CPA customer bills. Even with a proposed interim rate increase in April, CPA would maintain highly competitive rates
Agenda Page 114
Winter Electricity Prices
Since December, electricity prices have far exceeded CPA budget forecast and historical winter prices Electricity price increases are driven by increases in the natural gas prices which determine the marginal cost of electricity. Factors impacting California gas prices include repairs to pipelines serving Southern California from the Permian Basin, low gas storage levels in California, cold temperatures hitting the West earlier than usual, and coal plant retirements outside the state creating increased competition for natural gas.
Agenda Page 115
Short-Term Renewable Energy Prices
Prices for short-term bundled renewable energy (PCC1) are rising rapidly in 2023 after several years of stable prices due to higher demand and approaching near-term state compliance obligations $15.10 * $14.23 * $13.24 *
$23.00 **
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
2020 2021 2022 2023
Price/MWh
Short-Term Renewable Energy Prices
*Market Price Benchmark published by CPUC based on market transactions for that year **Based on recent broker quotes for short-term PCC1 renewable energy Agenda Page 116
Hydro Conditions
California is experiencing above average precipitation, but it is still early in the hydro year. Were the above average trend to continue, it may limit electricity price increases. But it is too early to predict how 2023 hydro capacity will impact electricity prices later this year Agenda Page 117
Residential Rate Comparisons
40% renewables
lowest cost option
50% renewables
historic “parity rate”
100% renewable energy
no up-charge for low-income customers
Energy Product
July 2022
(Average
Monthly Bill)
Comparison to
SCE
Jan 2023
(Average
Monthly Bill)
Comparison to
SCE
SCE base rate
(~35% renewables) $174 $192
Lean Power $172 -1.0% $162 -16%
Clean Power $174 0.0% $164 -15%
100% Green $179 3.0% $169 -12%
Agenda Page 118
Credit Line: Discuss increase in credit line and amendments to credit agreement with Finance Committee in February to provide additional liquidity and support a credit rating. Present recommendation for a credit limit increase to the Board in March.
Rate Adjustment: Discuss rate adjustment options with the Executive Committee in February to ensure CPA enters FY23/24 in strong fiscal health. Present recommendation for rate adjustment to Board in March.
7 Next Steps
Address Market
Volatility
Customer Bill
Impact
FY 22/23 Results &
FY 23/24 Stability
Competitive
Position
Interim adjustment to
optimize around four
factors and be structured
as an equal % increase to
all rates
Agenda Page 119
CPA typically sets rates annually in May/June for implementation in July in tandem with its annual budget. Interim rate adjustment will slightly impact schedule. 8 Updated Board Schedule
Month 2023/24 Rate Setting Typical Rate Setting Process 2023/24 Budget February Interim rate discussion Rate comparison update and next FY outlook
March Interim rate proposal
April Implement interim rates;
Rate comparison update
and next FY outlook
May Adopt rate setting
approach
Adopt rate setting approach Discuss budget priorities
June Adopt final rates Adopt final rates Adopt final budget July Implementation Implementation Start of new Fiscal Year Agenda Page 120
Questions and Comments
Agenda Page 121
Staff Report – Agenda Item 7
To: Clean Power Alliance (CPA) Board of Directors
From: Cara Rene, Director, Communications & Marketing
Approved by: Ted Bardacke, Chief Executive Officer
Subject: Quarterly Communications Report (November 2022 – January 2023) Date: February 2, 2023
RECOMMENDATION
Staff will provide a presentation on the item.
ATTACHMENT
1. Quarterly Communications Report and 2023 Look Ahead Presentation Agenda Page 122
Communications & Marketing
Community Engagement
February 2, 2023
Quarterly Update
November 2022 – January 2023
Plus, a look ahead!
Agenda Page 123
What we’re excited about
Hosted the first two meetings with City Managers from throughout CPA’s service territory to gather feedback on their communities’ upcoming sustainability priorities.
Launched messaging and RFO outreach for two key CPA local procurement and resiliency programs: Community Solar and Power Ready
Continued to grow our social media audiences on LinkedIn (691 new followers) and Twitter (648 new followers), enhancing CPA visibility and outreach.
Kicked off planning for CPA’s 5th anniversary year and brand campaign 2 Agenda Page 124
A look ahead: CPA’s 5th anniversary!
3 Planning celebratory activities to mark CPA’s fifth year of serving our first customers.
Messaging – media outreach – events/activities – customer & stakeholder engagement Customer Appreciation
Celebrate customer loyalty and
active participation in making SoCal
greener and more resilient
Staff Appreciation
Honor the team that continues to
serve our region with
professionalism and passion
Events
Celebration event for CPA Board
Directors and key stakeholders.
Also, engage the public at community
events with enhanced presence
Agenda Page 125
A look ahead:
Building brand awareness & engagement
Launch brand campaign in Spring 2023 to grow awareness, engagement, trust and loyalty, and increase brand recognition
Establish CPA’s leadership position in clean energy and create demand for CPA as a preferred energy provider.
Strengthen awareness to assist employee, contractor, and program recruitment 4 Customer Campaign:
Media/Outreach Plan
Stakeholder Education
& Engagement
Activations at
Community Events
Agenda Page 126
A look ahead: Growing visibility and thought
leadership for CPA
5 Leverage CEO Ted Bardacke’s expertise and leadership to increase the organization’s voice and position in the
conversation about California’s clean energy transition.
Engage other CPA leaders and stakeholders to amplify
CPA’s messages and share subject matter expertise.
Bimonthly column providing vision and easy-to-understand context on complex issues Videos that foster engagement and understanding of
CPA and the clean energy industry
Identify and pursue regional and national speaking
opportunities and proactively engage news media to
strengthen prospects of inclusion in key stories
Agenda Page 127
A Look Ahead: Engagement in 2023
6 Continue to inform communities on the advantages of solar energy and keep Power Share program fully enrolled
Complete implementation of stakeholder management tool to track relationships with local community-based organizations Work with Community Benefit Grant recipients to guide project implementation and highlight their success stories
Identify opportunities to increase presence and deepen
partnerships in all CPA communities through community-based organizations, city events, and local chambers and business associations
Continue efforts to organically grow social media audiences and increase number of newsletter subscribers
Engage with new member agencies Hermosa
Beach, Monrovia, and Santa Paula to prepare for
CPA service in 2024 and begin process of
education and outreach to community members
Launch CAC youth initiative to educate and engage students throughout CPA's service territory about CCAs and clean energy
Begin enrollment marketing campaigns for all Power
Response programs: Commercial, Multifamily, Smart Home, and Home
Participate in CPA virtual Lobby Day to connect CPA Board of Directors to California legislative representatives
Launch annual customer research study focused on DAC
program outreach and commercial customer engagement to
strengthen customer communications and marketing
Agenda Page 128
Community Engagement
7 Staying active in LA and Ventura Counties
5 presentations with key stakeholders
including city councils, state elected
officials, community-based
organizations and
neighborhood groups.
8 community events at street fairs,
climate awareness events, and
community celebrations allowed CPA
staff and CAC members to increase
education about CPA.
7 meetings with business associations
to share program participation and
relevant contracting opportunities. .
Community Benefits Grant
Met with all 10 of the Community
Benefits Grant winners to coordinate on
grant funds and key activities for 2023
Agenda Page 129
December: Launched Community Solar RFO to
serve new Power Share customers
Outreach through web, email, social media and news media 8 Community Solar RFO webpage Direct email to developers Promoted RFO on social media:
LinkedIn posts
Agenda Page 130
January: Launched Power Ready RFO
Outreach through web, email, social media and news media 9 Direct email to developers Power Ready RFO webpage
Promoted RFO on social media:
LinkedIn posts
Distributed news release to media
Agenda Page 131
Earned Media Highlights
10 High-performing media outreach
included:
Expansion announcement about
adding the cities of Hermosa Beach,
Monrovia, and Santa Paula: 85
mentions; audience reach of over
7.5M
Announcement about approval of
two Community Solar projects with
Pivot Energy to serve Power Share
program customers: 84 mentions;
audience reach of over 27.5M
Yahoo! News and Yahoo! Finance attracted a
combined audience of 25M+ for the Community
Solar news
During November/December 2022, Clean Power Alliance distributed two press releases garnering more than $4 million in earned media value.
Agenda Page 132
Social Media Highlights
LINKEDIN TWITTER INSTAGRAM FACEBOOK
Our Twitter page
attracted 648 new
followers and
averaged 9,100
impressions per day.
Averaged 121 likes
per day
Best performing
tweet: Native
American Heritage
Month green energy
had 1,947
impressions
Our LinkedIn page had
1,257 individual page
views, in addition to
513 unique visitors.
Added 691 new
LinkedIn followers
Best performing post:
“Local Green Business
Highlight” video
received 108,620
impressions
Our Facebook page
had a total reach of
226,809 people,
1,160 individual
page visits, with
447,338 in paid
impressions
Best performing
post: CARE/FERA
Marketing Ads –
26,527 total
impressions with
453 link clicks
Our Instagram page
reached 174,569
accounts, a 27%
increase.
Added 68 new
followers
Best performing
post: Energy Savings
Tips video reached
26,271 users
Thank you for sharing CPA’s messages through your social media channels! 11 Agenda Page 133
Website Performance
12 CPA’s website garnered 83,878 page views and reduced its exit rate to 28%.
Website visits were down from last quarter due to slower activity during the holidays. Visits were down from the same time last year as recruitment efforts for Power Share were reduced once the program became fully enrolled.
Agenda Page 134
13 Agenda Page 135
Management Report
To: Clean Power Alliance (CPA) Board of Directors
From: Ted Bardacke, Chief Executive Officer
Subject: Management Report
Date: February 2, 2023
Post-Covid Utility Bill Relief Credits
Over the course of January and into the first half of February, CPA has been applying over $10 million in bill credits to nearly 60,000 residential customer accounts using funds allocated by the State of California to assist those who have past due balances accrued during the later stages of the Covid-19 pandemic, e.g. June to December 2021. Eligible customers will have bill credits applied automatically, so they do not need to apply for these funds. Application of these funds will reduce CPA’s account receivables and have increased CPA’s cash position. CPA was a key player in the coalition that pushed for this second and final round of utility bill assistance, called the California Arrearage Payment Program, or CAPP. By the end of the program, customers in every one of CPA’s member agencies will have received credits.
City Manager Meetings
To deepen the connections between CPA and its member agencies, CPA Board Chair Julian Gold and CPA staff hosted two lunch meetings with City Managers of CPA member agencies in January, one in Los Angeles and another in Ventura. In addition to providing an overview of CPA’s operations, the meetings were an opportunity to hear from City Managers about how CPA can expand its support for communities’ clean energy and sustainability priorities. These meetings were the first in a series of conversations that CPA will facilitate regularly to connect with City Managers and other member agency staff.
Resource Adequacy Update
As reported at the December Board meeting, due to extremely tight market conditions and despite extraordinary attempts to secure capacity, CPA was unable to acquire Agenda Page 136
Board of Directors Management Report
enough Resource Adequacy to meet its initial year-ahead regulatory requirements for the summer of 2023. The inability to meet this regulatory requirement does not impact the reliability of electricity service to CPA customers specifically; however, it does indicate that the outlook for electricity supply in California overall for this summer is concerning and that customers may again be called on again to conserve electricity during times of extreme heat and/or infrastructure failure. CPA, along with other LSEs in a similar situation, expects to be fined by the CPUC later in February for this regulatory deficiency.
In addition to bringing on new reliability resources ahead of this coming summer, CPA remains active in the market to acquire existing capacity resources on a short-term basis to meet subsequent month-ahead regulatory requirements.
Annual Lobby Day
On Feb 23, 2023, CPA will hold its third annual Sacramento Lobby Day. Lobby Day is an opportunity for CPA Board Members and staff to talk directly with CPA’s statewide elected representatives to educate them about CPAs recent accomplishments and key priorities in the legislature. Because this will be a completely virtual event, CPA Board Members will not be invited to participate in the entire day; rather, Board Members will be asked to join meetings with the elected officials that represent their city or county. Staff will send out a calendar hold to Board members in early February, and will send specific meeting invitations and talking points closer to the date.
Monthly Financial Performance
CPA continued to account in October and November of 2022 for heat-wave related losses suffered during the September 2022 heat wave. Monthly financial dashboards for each month are attached to this Management Report. Through the first five months of the fiscal year, CPA has recorded operating income of $7.2 million, $52.6 million less than the budgeted operating income of $59.8 million.
Customer Participation Rate and Opt Actions
As of January 23, 2023, CPA’s overall participation rate was 93%, unchanged from the previous month, and had 1,005,336 active customers, up 2,186 customers since November. Opt-out levels – 334 accounts through the fourth week of January – are low compared to historical norms during the first quarter of the year. New accounts (“move-Agenda Page 137 Board of Directors Management Report
ins”) were lower than closed accounts (“move-outs”) by 2,226 customers in January, typical for the first month of the year. Participation rates and active accounts by jurisdiction are attached to this report.
Over the course of the first quarter, CPA is enrolling an additional 1,869 new customers after receiving new and corrected data and information from SCE. These new customers are concentrated in Unincorporated Los Angeles County and Unincorporated Ventura County.
Customer Service Center Performance
Incoming calls to CPA’s Customer Service Center during January were down significantly compared to typical months in the first quarter of the year. Through January 24, CPA received 1,374 calls, down from an average of 3,858 calls per month in the first quarter of previous years. 96% of calls were answered within 45 seconds, down from 97% in the previous quarter, and the average wait time was 9 seconds, up from 7 seconds in the previous quarter.
Contracts Executed Under the Chief Executive Officer’s Authority A list of non-energy contracts executed under the CEO’s signing authority is provided in Attachment 2. The list includes all open contracts as well as all contracts, open or completed, executed in the past 12 months.
ATTACHMENTS
1. October Financial Dashboard
2. November Financial Dashboard
3. Participation Rates by Jurisdiction
4. Non-Energy Contracts Executed under CEO’s Authority
Agenda Page 138
CUSTOMERS
Summary of Financial Results
Definitions:
Accounts: Active Accounts represent customer accounts of active customers served by CPA per Calpine Invoice.
Participation Rate %: Participation Rate r8epresent active accounts divided by eligible CPA accounts YTD Sales Volume: Year to date sales volume represents the amount of energy (in gigawatt hours) sold to retail customers Revenues: Retail energy sales less allowance for doubtful accounts Cost of energy: Cost of energy includes direct costs incurred to serve CPA’s load Operating expenses: Operating expenditures include general, administrative, consulting, payroll and other costs required to fund operations Net operating income, also known as earnings before interest, depreciation and amortization (EBIDA), represents the difference between revenues and expenditures before depreciation expense, interest income and expense, and capital expenditures Cash and Cash Equivalents: Includes cash held as bank deposits.
Year to date (YTD): Represents the fiscal period beginning July 1, 2022 YTD
Oct
2022
Financial Dashboard
Note: Numbers may not sum up due to rounding.
Active Accounts
1,001,998
Participation Rate
95.84%
YTD Sales Volume
4,341 GWh
Oct Sales Volume
900 GWh
Agr
2%
Com-Lg
20%
Com-Sm
27%
Res
51%
118
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400
600
800
1000
1200
Jul
Aug
Sep
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Operating Revenues
Actual Budget
21 20 5 9
$243
0 50
100
150
200
250
300
Jul
Aug
Sep
Oct
Nov
Dec
Jan
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Mar
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M…
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0 20
40 60
80 100
120
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Cash & Cash Equivalents
Unrestricted Resctricted
in $000,000's Actual Budget Variance % Actual Budget Variance % Operating Revenues 73.7 85.1 -11.4 -13% 451.2 445.2 6.0 1% Cost of Energy 69.6 67.5 2.1 3% 442.5 391.5 51.0 13%
Revenues Less Energy Cost 4.1 17.6 -13.5 -77% 8.7 53.7 -45.0 -84% Operating Expenses 2.8 3.5 -0.6 -19% 10.9 14.9 -4.1 -27% Operating Income 1.3 14.1 -12.8 -91% -2.1 38.8 -40.9 -105% Oct Year-to-Date
In October 2022 CPA recorded operating income of $1.3 million which was $12.8 million less than the budgeted operating income of $14.1 million. For the year to date, CPA recorded an operating loss of $2.1 million, $40.9 million less than the budgeted operating income of $38.8 million.
October 2022 revenues were negatively impacted by the reversal of revenue from prior periods. Absent the reversal, October’s operating income would have been $15.1 million or 7% over the budgeted net operating income. Year-to-date revenue was $451.2 million or $6 million higher than budgeted revenue, reflecting warmer than normal temperatures which resulted in higher electricity use in CPA’s service area. The cost of energy was $442.5 million or 13% higher than budgeted. Higher than-budget energy costs resulted from warmer than normal temperatures, most notably an extreme heat event in the western United States that lasted from September 1st to September 8th, 2022, higher electricity use by CPA customers, higher prices in the California Independent System Operator (CAISO) administered markets and higher charges imposed by the CAISO to operate the grid.
Operating costs were lower than budgeted primarily due to lower than budgeted general administrative and other service costs and the non-utilization of contingencies.
As of October 31, 2022, CPA had $42.6 million in unrestricted cash and cash equivalents and had $79.853 million available on its bank line of credit.
CPA is in sound financial health and in compliance with its bank and other credit covenants.
Agenda Page 139
CUSTOMERS
Summary of Financial Results
Definitions:
Accounts: Active Accounts represent customer accounts of active customers served by CPA per Calpine Invoice.
Participation Rate %: Participation Rate r8epresent active accounts divided by eligible CPA accounts YTD Sales Volume: Year to date sales volume represents the amount of energy (in gigawatt hours) sold to retail customers Revenues: Retail energy sales less allowance for doubtful accounts Cost of energy: Cost of energy includes direct costs incurred to serve CPA’s load Operating expenses: Operating expenditures include general, administrative, consulting, payroll and other costs required to fund operations Net operating income, also known as earnings before interest, depreciation and amortization (EBIDA), represents the difference between revenues and expenditures before depreciation expense, interest income and expense, and capital expenditures Cash and Cash Equivalents: Includes cash held as bank deposits.
Year to date (YTD): Represents the fiscal period beginning July 1, 2022 YTD
Nov
2022
Financial Dashboard
Note: Numbers may not sum up due to rounding.
Active Accounts
1,003,200
Participation Rate
96.02%
YTD Sales Volume
5,143 GWh
Nov Sales Volume
801 GWh
in $000,000's Actual Budget Variance % Actual Budget Variance % Operating Revenues 75.1 78.4 -3.3 -4% 526.3 523.6 2.7 1% Cost of Energy 62.9 53.5 9.5 18% 505.4 445.0 60.4 14%
Revenues Less Energy Cost 12.1 24.9 -12.7 -51% 20.9 78.6 -57.7 -73% Operating Expenses 2.8 3.9 -1.1 -28% 13.7 18.9 -5.2 -27% Operating Income 9.3 21.0 -11.7 -56% 7.2 59.8 -52.6 -88% Nov Year-to-Date
Agr
2%
Com-Lg
21%
Com-Sm
31%
Res
47%
118
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Jul
Aug
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Actual Budget
21 20 5 9 21
$243
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Unrestricted Restricted
In November 2022 CPA recorded an operating income of $9.3 million which was $11.7 million less than the budgeted operating income of $21 million. For the year to date, CPA has recorded operating income of $7.2 million, $52.6 million less than the budgeted operating income of $59.8 million.
November costs were negatively impacted by $9.2 million of California Independent System Operator (CAISO) charges for the month of September 2022 which were recorded in November 2022. CPA received notice of these charges in December 2022. Absent the additional prior period charges, November’s operating income would have been $18.5 million or 12% less than the budgeted net income. Year-to-date revenue was $526.3 million or $2.7 million higher than budgeted revenue, reflecting warmer than normal temperatures and higher electricity use in CPA’s service area. The cost of energy was $505.4 million or 14% higher than budgeted resulting from warmer than normal temperatures, higher electricity use by CPA customers, and higher wholesale prices than budgeted. Operating costs were lower than budgeted primarily as a result of lower spending in general administrative and other service costs than budgeted and the non-utilization of contingencies.
As of November 30, 2022, CPA had $65.6 million in unrestricted cash and cash equivalents, and $79.853 million available on its bank line of credit.
CPA is in sound financial health and in compliance with its bank and other credit covenants.
Agenda Page 140
Preferred Energy Product Participation Rate
100% Green
Clean
Lean
93.0%
94.4%
92.8%
Rate Product Active Accounts % of Active
100% Green
Clean
Lean
616,527
266,755
122,054
61.3%
26.5%
12.2%
1,005,336 100.0%
PARTICIPATION BY CITY AND COUNTY
Jurisdiction Preferred Energy
Option Active Accounts Participation Rate Lean % Clean % 100% Green % Agoura Hills 100% Green 8,094 90.0% 2.1% 0.4% 97.5%
Alhambra Clean 34,015 95.5% 1.5% 98.3% 0.2%
Arcadia Lean 22,561 95.5% 99.8% 0.1%
Beverly Hills 100% Green 18,651 97.5% 1.8% 0.1% 98.2%
Calabasas 100% Green 9,709 93.6% 1.8% 0.3% 97.9%
Camarillo 100% Green 28,323 89.9% 1.0% 0.1% 98.9%
Carson Clean 29,326 95.8% 1.3% 98.5% 0.2%
Claremont 100% Green 12,559 91.1% 2.7% 0.3% 97.1%
Culver City 100% Green 19,203 95.0% 4.0% 1.1% 94.9%
Downey Clean 36,716 95.1% 1.5% 98.3% 0.1%
Hawaiian Gardens Clean 3,634 95.4% 1.2% 98.6% 0.2%
Hawthorne 100% Green 28,447 97.2% 0.3% 1.4% 98.3%
Los Angeles County 100% Green 299,825 94.8% 1.9% 39.6% 58.5% Malibu 100% Green 6,983 95.3% 2.9% 0.4% 96.7%
Manhattan Beach 100% Green 15,507 96.1% 2.7% 0.2% 97.1% Moorpark Clean 11,412 85.8% 3.1% 96.3% 0.6%
Ojai 100% Green 3,500 88.9% 6.1% 1.3% 92.7%
Oxnard 100% Green 55,663 92.9% 4.0% 0.8% 95.2%
Paramount Lean 15,593 96.5% 96.2% 2.9% 0.9%
Redondo Beach 100% Green 33,237 96.3% 1.8% 0.1% 98.1%
Rolling Hills Estates 100% Green 3,537 92.8% 7.0% 1.6% 91.4% Santa Monica 100% Green 54,192 94.4% 3.5% 0.8% 95.7%
Sierra Madre 100% Green 4,948 92.0% 5.6% 1.6% 92.8%
Simi Valley Lean 43,332 89.7% 99.6% 0.1% 0.2%
South Pasadena 100% Green 11,617 95.1% 3.8% 0.7% 95.5%
Temple City Lean 12,559 95.8% 99.8% 0.0% 0.2%
Thousand Oaks 100% Green 44,298 83.2% 8.1% 1.6% 90.3%
Ventura 100% Green 43,958 89.3% 4.8% 1.5% 93.7%
Ventura County 100% Green 32,444 84.6% 6.4% 1.2% 92.4%
West Hollywood 100% Green 26,541 97.1% 2.4% 0.4% 97.2%
Westlake Village Lean 3,736 88.1% 99.5% 0.1% 0.4%
Whittier Clean 31,216 94.2% 1.8% 98.0% 0.2%
Total
OVERALL PARTICIPATION BY RATE PRODUCT
1,005,336 93.2%
0.1%
Total 93.2% Total
Clean Power Alliance - Overall Customer Status Report
January 23, 2023
Agenda Page 141
Vendor Purpose Month NTE Amount Status Notes
Ironclad Contract lifecycle management platform January 2023 $16,000 Active DERNetSoft, Inc.
Business customer engagement reporting
tool December 2022 $53,000 Active
Ion Objects, Inc. IT consulting December 2022 $4,000 Active Amendment for updated project scope AiQueous, LLC Salesforce implementation December 2022 $7,395 Active Amendment to update scope for project completion
ZGlobal Engineering services December 2022 $50,000 Active Pinnacle Advocacy Lobbying services December 2022 $66,652 Active Omni Government Relations Lobbying services December 2022 $82,492 Active Langan Software development and IT consulting December 2022 $35,000 Active Museum of Ventura County Event space rental for City Manager Lunch December 2022 $825 Active S&P Credit assessment December 2022 $37,500 Active
Meltwater Media analytics and monitoring services November 2022 $13,750 Active Cision Media/PR wire distribution services November 2022 $2,240 Active NewGen ERRA forecast support November 2022 $11,000
Active
Amendment to update scope
of PSA for SCE Green Tariff Shared
Renewable Rate Review
Sigma Data analytics tool October 2022 $13,000 Active
Language Line Translation services October 2022 $50,000 Active Langan GIS services October 2022 $78,500 Active Second renewal term Mercer Compensation and benefits study refresh September 2022 $75,000 Active Pickit Digital asset library September 2022 $2,900 Active Salesforce Stakeholder Relationship Management
application subscription August 2022 $15,300 Active
Elite Edge Consulting Accounting services August 2022 $90,000 Active Original Contract Date: September 2020
NTE $112,000
Amendment #1 - NTE for renewals
increased to $120,000 in September 2020
Amendment #2 - First renewal authorized
July 2021 - Extends through 6/30/2022
Amendment #3 - Second (final) renewal
authorized; extends through 6/30/2022
Oscar Associates Recruiting Services August 2022 N/A Active Amendment to reduce placement fees to
25% of starting salary of exclusively
referred candidate
Burke, Williams, Sorenson, LLP
Legal Services Agreement (Brown Act,
public entity governance issues and other
legal services)
July 2022 $100,000 Active Renewal
Hall Energy Law PC Energy Procurement Counsel July 2022 $125,000 Active Renewal Helpmates Temporary staffing services July 2022 N/A Active Clean Power Alliance
Non-energy contracts executed under Chief Executive Officer authority Rolling 12 months -- Open contracts shown in Bold
Agenda Page 142
Vendor Purpose Month NTE Amount Status Notes
Clean Power Alliance
Non-energy contracts executed under Chief Executive Officer authority Rolling 12 months -- Open contracts shown in Bold
Baker Tilly Financial audit services June 2022 $50,000 Active IHS Market Subscription for CAISO forecasts June 2022 $15,000 Active MBI Marketing contract renewal June 2022 $7,687 Active 3% increase to Board approved NTE upon renewal
Adobe Inc.
AdobeSign Secure Electronic Signature
Service June 2022 $3,200 Active Renewal
Snowflake Inc. Cloud-Native Elastic Data Warehouse
Service June 2022 $25,000 Active Renewal
Fraser Marketing contract renewal June 2022 $55,647 Active 9% increase to Board approved NTE upon renewal
AiQueous Salesforce implementation June 2022 $10,000 Active Place and Page Graphic deisgn and branding June 2022 $50,000 Active Informal Development Website development May 2022 $50,000 Active Chapman & Cutler, LLP 2021 Legal Services (CPA's Credit Agreement) April 2022 $55,000 Active Renewal
Polsinelli, LLP
Legal Service Agreement (Employment,
Compliance, General Legal Support related
to Commercial Liability, Risk, and
Mitigation issues)
April 2022 $75,000 Active Renewal
Shute, Mihaly & Weinberger, LLP
Legal Service Agreement (Regulatory,
Administrative, Environmental, Energy
Procurement, Public Contracting, Public
Entity Governance Laws, Issues and/or
Proceedings)
April 2022 $65,000 Active Renewal
Lattice Performance management software April 2022 $9,000 Active Active San Gabriel Valley Grant for community-based outreach April 2022 $8,000 Completed MERITO Grant for community-based outreach April 2022 $8,000 Completed Davis Wright Tremaine Legal services (regulatory) March 2022 $125,000 Active LinkedIn Subscription for recruiting tools March 2022 $34,306 Active MCM Municipal advisory services March 2022 $125,000 Active Pinnacle AV maintenance/service plan March 2022 $25,273 Active Gridwell Resource adequacy training February 2022 $2,000 Completed Abbot, Stringham and Lynch IT compliance reporting for CPUC February 2022 $8,500 Active California Science Center Event space rental for Staff Retreat February 2022 $6,440 Completed Orange Grove Consulting DEI implementation planning services February 2022 $105,750 Completed Zoe Misquez Filing lobbying compliance forms January 2022 $500 Active Critical Mention, Inc. Media monitoring service January 2022 $6,000 Active Clear Language Company Minute transciption for board meetings January 2022 $0 Original Contract Date: November 2021
NTE $20,000
Amendment 1 - $0, to clarify fee structure
Agenda Page 143
Vendor Purpose Month NTE Amount Status Notes
Clean Power Alliance
Non-energy contracts executed under Chief Executive Officer authority Rolling 12 months -- Open contracts shown in Bold
PrimeGov Board and committee meeting agenda
management software December 2021 $16,000 Active Renewal Clean Energy Counsel LLP Extension of legal services agreement September 2021 $30,000 Active Original Contract Date: November 2020
NTE $355,000
Amendment #1 - NTE increased to
$385,000 in July 2021
Extends through 11/6/2021 (renewals
authorized)
AccuWeather Enterprise Solutions Professional Forecasting Weather Services April 2021 $4,800 Active Addendum to April 2020 Agreement.
Extended through March 2023 at $400/mo
OpenPath New Office Keycard Access Control
System January 2021 $1,500 Active
Crown Castle Fiber LLC New Office Dedicated Internet Access Service September 2020 $ 18,600 Active
NextLevel Internet, Inc. New Office High Speed Internet Service September 2020 $ 6,936 Active Windstream Services, LLC New Office Telephone Service September 2020 $ 14,095 Active Zero Outages New Office Security, Firewall, & Wi-Fi
Service September 2020 $ 7,608 Active
Agenda Page 144
Commonly Used Acronyms
BESS Battery Energy Storage System
CAC Community Advisory Committee
CAISO California Independent System Operator
CALCCA California Community Choice Association
CalEVIP California Electric Vehicle Incentive Program
CARB California Air Resources Board
CARE California Alternate Rates for Energy (Low Income Discount Rate) CCA Community Choice Aggregation
CEC California Energy Commission
CPUC California Public Utilities Commission
DA Direct Access (Private Retail Energy Supplier)
DAC Disadvantaged Community (As Defined by Calenviroscreen 3.0) DER Distributed Energy Resources
DR Demand Response
ERMP Energy Risk Management Policy
ERRA Energy Resource Recovery Account (SCE Generation Rate Setting)
ESA Energy Storage Agreement
EVSE Electric Vehicle Supply Equipment (EV Charger)
FERA Family Electric Rate Assistance (Low Income Discount Rate) GHG Greenhouse Gas
IOU Investor Owned Utility
IRP Integrated Resource Plan
JPA Joint Powers Authority
Agenda Page 145
Commonly Used Acronyms
Kwh Kilowatt-Hour (A Measure of Energy Used in A One-Hour Period) Kw Kilowatt = 1,000 Watts (Watt = A Measure of Instantaneous Power) LSE Load Serving Entity
MB Medical Baseline (Discount Rate for Medical Equipment Needs) MW Megawatt = 1,000 Kilowatts
Mwh Megawatt-Hour = 1,000 Kilowatt-Hours
NEM Net Energy Metering (Usually for Customers with Solar) OAT Other Applicable Tariffs
PCIA Power Charge Indifference Adjustment (Can Be Called “Exit Fee”) PCC1 Renewable Energy Generated Inside California
PCC2 Renewable Energy Generated Outside California
PCC3 A REC from A Renewable Resource, Delivered Without Energy PCL Power Content Label
POU Publicly Owned or Municipal Utility
PPA Power Purchase Agreement
PSPS Public Safety Power Shutoff
PV Photovoltaic (Solar) Panels
RA Resource Adequacy
REC Renewable Energy Credit
RPS Renewables Portfolio Standard
T&D Transmission and Distribution
TOU Time Of Use (Used to Refer to Rates that Differ by Time Of Day) WECC Western Electricity Coordinating Council
Agenda Page 146