Agenda packet — MCE Executive Committee, March 4, 2022

Executive Committee Meeting
Friday, March 4, 2022
12:15 P.M.

This Meeting will be conducted via teleconference pursuant to the requirements of Assembly Bill No. 361. By using teleconference for this meeting, MCE continues to promote social distancing measures recommended by local officials.

Members of the public who wish to observe the Meeting and/or offer public comment may do so telephonically via the following teleconference call-in number and meeting ID:

For Viewing Access Join Zoom Meeting:
https://us02web.zoom.us/j/83302248691?pwd=a2huTXpyVkRWczBHbWpRRWsvQis5Zz09

Dial: 1-669-900-9128
Webinar ID: 833 0224 8691
Meeting Passcode: 002327

Agenda Page 1 of 2

1. Roll Call/Quorum

2. Board Announcements (Discussion)

3. Public Open Time (Discussion)

4. Report from Chief Executive Officer (Discussion)

5. Consent Calendar (Discussion/Action)
C.1 Approval of 1.21.22 Meeting Minutes
C.2 Third Agreement with Freelance Media Buying
C.3 Tenth Agreement with Braun Blaising Smith Wynne P.C.

C.4 Seventh Agreement with Keyes & Fox, LLP
C.5 Twelfth Agreement with Niemela Pappas & Associates
C.6 Fourth Agreement with Hall Energy Law PC

6. Fiscal Year 2022/23 Proposed Budget (Discussion/Action) My community.

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MARIN COUNTY I NAPA COUNTY I UNINCORPORATED CONTRA COSTA COUNTY I UNINCORPORATED SOLANO COUNTY

BENICIA CONCORD I DANVILLE I EL CERRITO FAIRFIELD I LAFAYETTE I MARTINEZ MORAGA I OAKLEY

PINOLE I PITTSBURG PLEASANT HILL RICHMOND I SAN PABLO I SAN RAMON I VALLEJO I WALNUT CREEK Agenda Page 2 of 2

7. Update on CalEnviroScreen 4.0 Results in MCE Service Area (Discussion)

8. Board Amplified Communication (Discussion)

9. Review Draft 3.17.22 Board Agenda (Discussion)

10. Committee Matters & Staff Matters (Discussion)

11. Adjourn
The Executive Committee may discuss and/or take action on any or all of the items listed on the agenda irrespective of how the items are described.

DISABLED ACCOMMODATION: If you are a person with a disability which requires an accommodation, or an alternative format, please contact the Clerk of the Board at (925) 378-6732 as soon as possible to ensure arrangements for accommodation.

DRAFT

MCE EXECUTIVE COMMITTEE SPECIAL MEETING MINUTES
Friday, January 21, 2022
12:15 P.M.

The Executive Committee Meeting was conducted pursuant to the requirements of Assembly Bill No. 361 (September 16, 2021) which allows a public agency to use teleconferencing during a Governor-proclaimed state of emergency without meeting usual Ralph M. Brown Act teleconference requirements. Committee Members, staff and members of the public were able to participate in the Committee Meeting via teleconference.

Present: Denise Athas, City of Novato
Edi Birsan, City of Concord
Tom Butt, City of Richmond
Barbara Coler, Town of Fairfax
Cindy Darling, City of Walnut Creek
Kevin Haroff, City of Larkspur, Chair
Devin Murphy, City of Pinole
Gabriel Quinto, Alternate, City of El Cerrito
Shanelle Scales-Preston, City of Pittsburg
Brad Wagenknecht, County of Napa and All Five Napa Cities Sally Wilkinson, City of Belvedere and the City of Mill Valley

Absent: Ford Greene Town of San Anselmo
Staff
& Others: Jesica Brooks, Assistant Board Clerk
Darlene Jackson, Board Clerk
Vicken Kasarjian, Chief Operating Officer
Shaheen Khan, Director of Human Resources, Diversity & Inclusion Catalina Murphy, Legal Counsel II
Enyonam Senyo-Mensah, Administrative Services Associate Dawn Weisz, Chief Executive Officer

1. Roll Call/Quorum
Chair Haroff called the Special Executive Committee meeting to order at 12:16 p.m. with quorum established by roll call.

2. Public Open Time (Discussion)
Chair Haroff opened the public comment period and there were comments from member of the public Rick Adler.

3. Resolution No. 2022-01 Authorizing Continued Remote Teleconference Meetings for the Board of Directors and Every Committee of the Board of Directors Pursuant to Government Code Section 54953(e) (Discussion/Action) Catalina Murphy, Legal Counsel II, presented this item and addressed questions from Committee members.

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Chair Haroff opened the public comment period and there were no comments.

Action: It was M/S/C (Athas/Butt) to adopt proposed Resolution No. 2022-01 Authorizing Remote Teleconference Meetings for the Board of Directors and Every Committee of the Board of Directors Pursuant to Government Code Section 54953(e). Motion carried by unanimous roll call vote. (Absent: Director Greene).

CLOSED SESSION
Conference with Labor Negotiator
Agency Designated Representative: Executive Committee Chair Unrepresented Employee: Chief Executive Officer
Public Employee Performance Evaluation: Chief Executive Officer The Committee adjourned to Closed Session at 12:25 p.m.

4. The Committee reconvened in open session at 12:55 p.m.

1. Roll Call/Quorum
Quorum was established by roll call.

2. Board Announcements (Discussion)
There were comments made from Director Murphy.

3. Public Open Time (Discussion)
There were no comments.

4. Report from Chief Executive Officer (Discussion)
CEO, Dawn Weisz, reported the following:
• In February MCE will be hosting a Heritage History Month blog series and will be highlighting Black Americans. Please let us know if you would be interested in being featured in February or in a future heritage history month.
• Last week Governor Gavin Newsom announced a $22 billion climate proposal that would be the largest climate investment in state history.

Combined with funds from last year’s state resilience budget, the governor has proposed a total of $37 billion to be spent over a six-year period. These funds would support transitioning to low-carbon transportation, decarbonizing the electric grid and buildings, mitigating wildfires, and much more.
• A two-day CFEE Conference on Infrastructure Spending, February 3–4, 2022 will be held in Napa. We will report out on what we learn. • PANC will be featuring MCE’s PeakFLEX market program on February 9th at the monthly virtual lunch meeting.

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• Some of our Board members are receiving inquiries from IBEW locals in our region about our workforce, education and training program. This program trained 32 folks in 2021, many of whom have since moved into union apprenticeship programs. We will be meeting on this in the next week or two, if you’d like to participate, please reach out to me or Darlene to be added to the meeting.

5. Consent Calendar (Discussion/Action)
C.1 Approval of 12.3.21 Meeting Minutes
C.2 First Agreement with Syndesus Canada Inc.

Chair Haroff opened the public comment period and there were no comments.

6. Resolution No. 2022-02 Establishing the Annual Compensation for the Chief Executive Officer (Discussion/Action)
Shaheen Khan, Director of Human Resources, Diversity & Inclusion, presented this item and addressed questions from Committee members.

Chair Haroff opened the public comment period and there were no comments.

Action: It was M/S/C (Coler/Darling) to adopt the attached Resolution 2022-02 Establishing the Annual Compensation for the Chief Executive Officer.

Motion carried by unanimous roll call vote. (Absent: Directors Greene, Murphy, and Scales-Preston).

7. Selection of Ad Hoc Committee for CEO Compensation Structures (Discussion/Action)
Shaheen Khan, Director of Human Resources, Diversity & Inclusion, presented this item and addressed questions from Committee members.

Chair Haroff opened the public comment period and there were no comments.

Action: It was M/S/C (/Athas/Coler to approve the selection of Board Members to 2022 Ad Hoc Committee for CEO Compensation Structures.

Directors: Coler, Darling, Quinto, Scales-Preston [previously expressed interest], Action: It was M/S/C (Wagenknecht/Coler) to approve Consent Calendar item C.1. Motion carried by roll call vote. (Abstained: Athas. Absent: Directors Greene).

Action: It was M/S/C (Coler/Athas) to approve Consent Calendar item C.2.

Motion carried by unanimous roll call vote. (Absent: Directors Greene, Murphy and Scales-Preston).

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Wagenknecht, and Wilkinson. Motion carried by unanimous roll call vote. (Absents: Director Greene, and Scales-Preston).

8. Committee & Staff Matters (Discussion)
There were none.

9. Adjournment
Chair Haroff adjourned the meeting at 1:43 p.m. to the next scheduled Executive Committee Meeting on February 4, 2022.
___________________________________________
Kevin Haroff, Chair
Attest:
___________________________________________
Dawn Weisz, Secretary
AI#05_C.1: 1.21.22 Meeting Minutes
March 4, 2022
TO: MCE Executive Committee
FROM: Nicole Busto, Manager of Marketing
RE: Third Agreement with Freelance Media Buying (Agenda Item #05 C.2)
ATTACHMENT: Third Agreement with Freelance Media Buying Dear Executive Committee Members:

Summary: The proposed Third Agreement with Freelance Media Buying is a contract to support MCE’s advertising campaigns for the 2022-2023 fiscal year.

This contract would support budgeted activities including:
• Creating strategic and metric-driven advertising campaigns to increase awareness and participation in MCE’s services and programs (e.g., energy storage, electric vehicles, and energy efficiency)
• Designing and developing creative assets
• Negotiating and purchasing media for all recommended channels • Reporting campaign results with in-depth analysis
• Providing ongoing recommendations for further optimization based on campaign metrics
Freelance Media Buying (FMB) is a strategic marketing, media buying, and communications firm that has provided consulting and media buying services for MCE’s transit, billboard, TV, print, paid digital, and social media advertisements, as well as development of creative material for the media placements.

This is the third fiscal year that MCE would be working with FMB. In addition to MCE, FMB has successfully worked with other CCAs including CleanPowerSF, East Bay Community Energy, and Silicon Valley Clean Energy. FMB understands the unique MCE I My co~munity.

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challenges and opportunities relevant to CCAs and is well-positioned to help address these challenges and opportunities with effective advertising campaigns.

FMB is located within MCE’s service area and is a woman-owned small business.

Under the proposed Agreement, Freelance Media Buying would be compensated based on their time and materials. The full not-to-exceed contract value would be $350,000 through March 31, 2023.

Fiscal Impacts: The expenditures related to the proposed Agreement of up to $350,000 are included in the proposed FY 2022/23 budget.

Recommendation: Approve the Third Agreement with Freelance Media Buying.

MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT

THIRD AGREEMENT

BY AND BETWEEN
MARIN CLEAN ENERGY AND CARRIE SOUZA dba FREELANCE MEDIA BUYING THIS THIRD AGREEMENT (“Agreement”) is made and entered into on March 4, 2022 by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and CARRIE SOUZA dba FREELANCE MEDIA BUYING, a California sole proprietorship with principal address at: 518 Bonita St #3, Sausalito, California 94965 (hereinafter referred to as “Contractor”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

WHEREAS, MCE desires to retain Contractor to provide the services described in Exhibit A attached hereto and by this reference made a part hereof (“Services”);
WHEREAS, Contractor desires to provide the Services to MCE; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES:

Contractor agrees to provide all of the Services in accordance with the terms and conditions of this Agreement. “Services” shall also include any other work performed by Contractor pursuant to this Agreement.

2. FEES AND PAYMENT SCHEDULE; INVOICING:

The fees and payment schedule for furnishing Services under this Agreement shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Agreement (“Term”). Contractor shall provide MCE with Contractor’s Federal Tax I.D. number prior to submitting the first invoice. Contractor is responsible for billing MCE in a timely and accurate manner. Contractor shall email invoices to MCE on a monthly basis for any Services rendered or expenses incurred hereunder. Fees and expenses invoiced beyond ninety (90) days will not be reimbursable. The final invoice must be submitted within thirty (30) days of completion of the stated scope of services or termination of this Agreement. MCE will process payment for undisputed invoiced amounts within thirty (30) days.

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $350,000.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2022 (“Effective Date”) and shall terminate on March 31, 2023, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor represents, warrants and covenants that (a) it is a sole proprietorship duly organized, validly existing and in good standing under the laws of the State of California, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

5.2. COMPLIANCE WITH APPLICABLE LAW. At all times during the Term and the performance of the Services, Contractor shall comply with all applicable federal, state and local laws, regulations, ordinances and resolutions (“Applicable Law”) AI#05_C.2: Third Agrmnt. w/Freelance Media Buying

5.3. LICENSING. At all times during the performance of the Services, Contractor represents, warrants and covenants that it has and shall obtain and maintain, at its sole cost and expense, all required permits, licenses, certificates and registrations required for the operation of its business and the performance of the Services. Contractor shall promptly provide copies of such licenses and registrations to MCE at the request of MCE.

5.4. NONDISCRIMINATORY EMPLOYMENT. Contractor shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, gender identity, age or condition of disability. Contractor understands and agrees that Contractor is bound by and shall comply with the nondiscrimination mandates of all federal, state, and local statutes, regulations, and ordinances.

5.5. ASSIGNMENT OF PERSONNEL. The Contractor shall not substitute any personnel for those specifically named in its proposal, if applicable, unless personnel with substantially equal or better qualifications and experience are provided, acceptable to MCE, as is evidenced in writing.

6. INSURANCE:

At all times during the Term and the performance of the Services, Contractor shall maintain the insurance coverages set forth below. All such insurance coverage shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to MCE. The general liability policy shall be endorsed naming Marin Clean Energy and its employees, directors, officers, and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to MCE prior to commencement of Services. Certificate(s) of insurance must be current as of the Effective Date, and shall remain in full force and effect through the Term. If scheduled to lapse prior to termination date, certificate(s) of insurance must be automatically updated before final payment may be made to Contractor. Each certificate of insurance shall provide for thirty (30) days’ advance written notice to MCE of any cancellation or reduction in coverage. Insurance coverages shall be payable on a per occurrence basis only.

Nothing in this Section 6 shall be construed as a limitation on Contractor's indemnification obligations in Section 17 of this Agreement.

Should Contractor fail to provide and maintain the insurance required by this Agreement, in addition to any other available remedies at law or in equity, MCE may suspend payment to the Contractor for any Services provided during any period of time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required insurance coverage.

6.1. GENERAL LIABILITY. The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than two million dollars ($2,000,000) with a four million dollar ($4,000,000) aggregate limit. “Marin Clean Energy” shall be named as an additional insured on the commercial general liability policy and the certificate of insurance shall include an additional endorsement page (see sample form: ISO - CG 20 10 11 85).

6.2. INTENTIONALLY OMITTED

6.3. WORKERS’ COMPENSATION. The Contractor acknowledges that 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, it shall comply with this requirement and a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to MCE prior to commencement of Services.

6.4. INTENTIONALLY OMITTED

7. RESERVED

8. SUBCONTRACTING:

The Contractor shall not subcontract nor assign any portion of the work required by this Agreement without prior, written approval of MCE, except for any subcontract work expressly identified herein in Exhibit A. If Contractor hires a subcontractor under this Agreement (a “Subcontractor”), Subcontractor shall be bound by all applicable terms and conditions of this Agreement, and Contractor shall ensure the following:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

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8.2. Subcontractor shall provide, maintain and be bound by the representations, warranties and covenants of Contractor contained in Section 5 hereof (as may be modified to be applicable to Subcontractor with respect to Section 5.1(a) hereof) at all times during the Term of such subcontract and its provision of Services.

8.3. Subcontractor shall comply with the terms of Section 6 above, including, but not limited to providing and maintaining insurance coverage(s) identical to what is required of Contractor under this Agreement, and shall name MCE as an additional insured under such policies. Contractor shall collect, maintain, and promptly forward to MCE current evidence of such insurance provided by its Subcontractor. Such evidence of insurance shall be included in the records and is therefore subject to audit as described in Section 9 hereof.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractors shall not be permitted to further subcontract any obligations under this Agreement.

Contractor shall be solely responsible for ensuring its Subcontractors’ compliance with the terms and conditions of this Agreement made applicable above and to collect and maintain all documentation and current evidence of such compliance. Upon request by MCE, Contractor shall promptly forward to MCE evidence of same. Nothing contained in this Agreement or otherwise stated between the Parties shall create any legal or contractual relationship between MCE and any Subcontractor, and no subcontract shall relieve Contractor of any of its duties or obligations under this Agreement. Contractor's obligation to pay its Subcontractors is an independent obligation from MCE’s obligation to make payments to Contractor. As a result, MCE shall have no obligation to pay or to enforce the payment of any monies to any Subcontractor.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

Contractor shall keep and maintain on a current basis full and complete records and documentation pertaining to this Agreement and the Services, whether stored electronically or otherwise, including, but not limited to, valuation records, accounting records, documents supporting all invoices, employees’ time sheets, receipts and expenses, and all customer documentation and correspondence (the “Records”). MCE shall have the right, during regular business hours, to review and audit all Records during the Term 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 MCE's option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written request from MCE.

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 MCE based on undisputed audit findings.

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

Contractor shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request. Contractor may keep one file reference copy of Intellectual Property prepared for MCE solely for legal purposes and if otherwise agreed to in writing by MCE. In addition, Contractor may keep one copy of Intellectual Property if otherwise agreed to in writing by MCE.
c) Intellectual Property shall be owned by MCE upon its creation. Contractor agrees to execute any such other documents or take other actions as MCE may reasonably request to perfect MCE’s ownership in the Intellectual Property. d) Contractor’s Pre‐Existing Materials. If, and to the extent Contractor retains any preexisting ownership rights (“Contractor’s Pre‐Existing Materials”) in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, Contractor hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an AI#05_C.2: Third Agrmnt. w/Freelance Media Buying
irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of any intellectual or proprietary property right of Contractor or any Contractor Party for the sole purpose of using such Intellectual Property for the conduct of MCE’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Contractor shall retain all of its rights, title and interest in Contractor’s Pre‐Existing Materials. Any and all claims to Contractor’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Intellectual Property must be expressly disclosed to MCE prior to performing any Services under this Agreement. Any such Pre-Existing Material that is modified by work under this Agreement is owned by MCE.

10.2.EQUITABLE RELIEF. Each Party acknowledges that a breach of this Section 10 would cause irreparable harm and significant damages to the other Party, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that MCE shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of MCE Data, in addition to any other rights and remedies that it may have at law or otherwise; and Contractor shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Contractor’s Pre-Existing Materials, in addition to any other rights and remedies that it may have at law or otherwise.

11. FORCE MAJEURE:

A Party shall be excused for failure to perform its obligations under this Agreement if such obligations are prevented by an event of Force Majeure (as defined below), but only for so long as and to the extent that the Party claiming Force Majeure (“Claiming Party”) is actually so prevented from performing and provided that (a) the Claiming Party gives written notice and full particulars of such Force Majeure to the other Party (the “Affected Party”) promptly after the occurrence of the event relied on, (b) such notice includes an estimate of the expected duration and probable impact on the performance of the Claiming Party’s obligations under this Agreement, (c) the Claiming Party furnishes timely regular reports regarding the status of the Force Majeure, including updates with respect to the data included in Section 10 above during the continuation of the delay in the Claiming Party’s performance, (d) the suspension of such obligations sought by Claiming Party is of no greater scope and of no longer duration than is required by the Force Majeure, (e) no obligation or liability of either Party which became due or arose before the occurrence of the event causing the suspension of performance shall be excused as a result of the Force Majeure; (f) the Claiming Party shall exercise commercially reasonable efforts to mitigate or limit the interference, impairment and losses to the Affected Party; (g) when the Claiming Party is able to resume performance of the affected obligations under this Agreement, the Claiming Party shall give the Affected Party written notice to that effect and promptly shall resume performance under this Agreement. “Force Majeure” shall mean acts of God such as floods, earthquakes, fires, orders or decrees by a governmental authority, civil or military disturbances, wars, riots, terrorism or threats of terrorism, utility power shutoffs, strikes, labor disputes, pandemic, or other forces over which the responsible Party has no control and which are not caused by an act or omission of such Party.

12. TERMINATION:

12.1. If the Contractor fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, violates any Applicable Law, makes an assignment of any general arrangement for the benefit of creditors, files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it, otherwise becomes bankrupt or insolvent (however evidenced), or becomes unable to pay its debts as they fall due, then MCE may terminate this Agreement by giving five (5) business days’ written notice to Contractor.

12.2.Either Party hereto may terminate this Agreement for any reason by giving thirty (30) calendar days’ written notice to the other Party. Notice of termination shall be by written notice to the other Party and be sent by registered mail or by email to the email address listed in Section 19.

12.3. In the event of termination not the fault of the Contractor, the Contractor shall be paid for Services performed up to the date of termination in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods covered in the Agreement or Amendment(s). Notwithstanding anything contained in this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Contractor shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12, Contractor shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

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12.5. Without limiting the foregoing, if either Party’s activities hereunder become subject to law or regulation of any kind, which renders the activity illegal, unenforceable, or which imposes additional costs on such Party for which the parties cannot mutually agree upon an acceptable price modification, then such Party shall at such time have the right to terminate this Agreement upon written notice to the other Party with respect to the illegal, unenforceable, or uneconomic provisions only, and the remaining provisions will remain in full force and effect.

12.6. Upon termination of this Agreement for any reason, Contractor shall and shall cause each Contractor Party to bring the Services to an orderly conclusion as directed by MCE and shall return all MCE Data (as defined in Section 10.1(a) above) and Intellectual Property to MCE.

12.7. Notwithstanding the foregoing, this Agreement shall be subject to changes, modifications, or termination by order or directive of the California Public Utilities Commission (“CPUC”). The CPUC may from time to time issue an order or directive relating to or affecting any aspect of this Agreement, in which case MCE shall have the right to change, modify or terminate this Agreement in any manner to be consistent with such order or directive.

12.8. Notwithstanding any provision herein to the contrary, Sections 2, 3, 8.4, 9, 10, 12, 15, 16, 17, 18, 19, 20, 21, 22, 24 and Exhibit B of this Agreement shall survive the termination or expiration of this Agreement.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Contractor and may not be transferred or assigned without the express prior written consent of MCE.

14. AMENDMENT; NO WAIVER:

This Agreement may be amended or modified only by written agreement of the Parties. 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.

15. DISPUTES:

Either Party may give the other Party written notice of any dispute which has not been resolved at a working level. Any dispute that cannot be resolved between Contractor’s contract representative and MCE’s contract representative by good faith negotiation efforts shall be referred to Legal Counsel of MCE and an officer of Contractor for resolution. Within 20 calendar days after delivery of such notice, such persons shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If MCE and Contractor cannot reach an agreement within a reasonable period of time (but in no event more than 30 calendar days), MCE and Contractor shall have the right to pursue all rights and remedies that may be available at law or in equity. All negotiations and any mediation agreed to by the Parties are confidential and shall be treated as compromise and settlement negotiations, to which Section 1119 of the California Evidence Code shall apply, and Section 1119 is incorporated herein by reference.

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

To the fullest extent permitted by Applicable Law, Contractor shall indemnify, defend, and hold MCE and its employees, officers, directors, representatives, and agents (“MCE Parties”), harmless from and against any and all actions, claims, liabilities, losses, costs, damages, and expenses (including, but not limited to, litigation costs, attorney's fees and costs, physical damage to or loss of tangible property, and injury or death of any person) arising out of, resulting from, or caused by: a) the negligence, recklessness, intentional misconduct, fraud of all Contractor Parties; b) the failure of a Contractor Party to comply with the provisions of this Agreement or Applicable Law; or c) any defect in design, workmanship, or materials carried out or employed by any Contractor Party.

18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

MCE 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 MCE’s Joint Powers Agreement, MCE is a public entity separate from its constituent members. MCE shall solely be responsible for all debts, obligations, and liabilities accruing and arising out of this Agreement. No Contractor Party shall have rights and nor shall any Contractor Party make any claims, take any actions, or assert any remedies against any of MCE’s constituent members in connection with this Agreement.

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19. INVOICES; NOTICES:

This Agreement shall be managed and administered on MCE’s behalf by the Contract Manager named below. All invoices shall be submitted by email to:

Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Contract Manager: Troy Nordquist
MCE Address: 1125 Tamalpais Avenue
San Rafael, CA 94901
Email Address: [email protected]
Telephone No.: (925) 378-6767
Notices shall be given to Contractor at the following address:

Contractor: Carrie Souza
Address: 518 Bonita St #3
Sausalito, California 94965
Email Address: [email protected]
Telephone No.: (415) 459-2323

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

This Agreement along with the attached Exhibits marked below constitutes the entire Agreement between the Parties. In the event of a conflict between the terms of this Agreement and the terms in any of the following Exhibits, the terms in this Agreement shall govern. ☒ Check applicable Exhibits CONTRACTOR’S INITIALS MCE’S INITIALS EXHIBIT A. X Scope of Services
EXHIBIT B. X Fees and Payment
EXHIBIT C. X Insurance Reduction/Waiver

21. 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 provision, will continue in full force and effect and will in no way be impaired or invalidated.

22. INDEPENDENT CONTRACTOR:

Contractor is an independent contractor to MCE hereunder. Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment or franchise between MCE and any Contractor Party. Neither MCE nor any Contractor Party will have the AI#05_C.2: Third Agrmnt. w/Freelance Media Buying
power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided for herein.

23. TIME:

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

24. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

25. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

26. PREPARATION OF AGREEMENT:

This Agreement was prepared jointly by the Parties, each Party having had access to advice of its own counsel, and not by either Party to the exclusion of the other Party, and this Agreement shall not be construed against either Party as a result of the manner in which this Agreement was prepared, negotiated or executed.

27. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

APPROVED BY
MARIN CLEAN ENERGY:

By: [mCESignerSignature]
Name: [mCESignerName]
Title: [mCESignerTitle]
Date: [mCESignerDateField]
By: [mCEChairmanSignerSignature]
Chairperson
Date: [mCEChairmanSignerDateField]
CONTRACTOR:

By: [counterpartySignerSignature]
Name: [counterpartySignerName]
Title: [counterpartySignerTitle]
Date: [counterpartySignerDateField]
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EXHIBIT A

SCOPE OF SERVICES
Contractor shall develop and execute strategic and metric-driving advertising campaigns under the Agreement as requested and directed by the MCE Manager of Marketing and MCE staff, up to the maximum time/fees allowed under this Agreement:

Contractor will oversee:
• Creating strategic and metric-driven advertising campaigns to increase awareness and participation in MCE’s services and programs (e.g., energy storage, electric vehicles, and energy efficiency) • Designing and developing creative assets
• Negotiating and purchasing media for all recommended channels • Reporting campaign results with in-depth analysis
• Providing ongoing recommendations for further optimization based on campaign metrics Contractor shall provide a written proposal for the media buys and production of each campaign, and include details of creative development and subcontractor costs, for MCE Manager of Marketing approval.

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EXHIBIT B

FEES AND PAYMENT SCHEDULE
For Services provided under this Agreement, MCE shall pay Contractor Gross Media Costs and Subcontractor Costs in accordance with the amount(s) and the payment schedule as set forth in the Proposal:

For purposes of this Agreement:
• Gross Media Cost is equal to Net Media Costs plus the Contractor Fee o Contractor Fee is equal to 15% of Gross Media Cost
o Net Media Cost is equal to amounts paid by Contractor to media providers • Subcontractor Cost is equal to amounts paid by Contractor to subcontractors plus the Contractor Fee o Contractor Fee is equal to 15% of amounts paid by Contractor to subcontractors In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $350,000 for the term of the Agreement.

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EXHIBIT C

INSURANCE REDUCTION/WAIVER
CONTRACTOR: Carrie Souza dba Freelance Media Buying
CONTRACT TITLE: Third Agreement by and between Marin Clean Energy and Carrie Souza dba Freelance Media Buying This statement shall accompany all requests for a reduction/waiver of insurance requirements. Please check the box if a waiver is requested or fill in the reduced coverage(s) where indicated below:

Check Where
Applicable
Requested
Limit Amount
MCE
Use Only
Workers’ Compensation Insurance*
*Sole Proprietors must provide representation of
their exempt status below.
☒ ☐
Please set forth the reasons for the requested reductions or waiver.

Workers’ Compensation Insurance requirement waived because Contractor has no employees as attested in the statement below.

WORKERS’ COMPENSATION STATEMENT OF EXEMPTION
By signing below, I notify MCE that I am a
☐ sole proprietor ☐ other (describe): _______________________ and do not have any employees, pursuant to California Labor Code Sections 3351 and 3352, whose employment requires me to carry workers’ compensation insurance. I do not, therefore, carry worker’s compensation insurance coverage.

Contractor Signature ____________________________
Printed Name of Contractor ____________________________ Date ____________________________
Contract Manager Signature:

Date:

Telephone:

Approved by:

Date:

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March 4, 2022
TO: MCE Executive Committee
FROM: Shalini Swaroop, General Counsel
RE: Tenth Agreement with Braun Blaising Smith Wynne P.C. (Agenda Item #05 C.3)
ATTACHMENT: Proposed Tenth Agreement with Braun Blaising Smith Wynne P.C.

Dear Executive Committee Members:

Summary: Braun Blaising Smith Wynne P.C. (BBSW) has provided legal and regulatory assistance to MCE since 2013. Specifically, BBSW has provided assistance on the Renewable Portfolio Standard proceeding, microgrid proceedings, power outages, wildfires, transportation electrification, and other regulatory proceedings as requested.

BBSW has also provided assistance on legal questions related to CCA and municipal utility issues and other legal questions as requested, particularly on regulatory rules around operations, such as the customer return bond posting with the California Public Utilities Commission. There is an ongoing need for the services provided by BBSW.

Staff recommends approval of a Tenth Agreement with BBSW in the amount of $160,000 for continuation of legal and regulatory services in Fiscal Year (FY) 2022/23.

Fiscal Impacts: Costs related to the referenced agreement are included in the Proposed FY 2022/23 Operating Fund Budget.

Recommendation: Approve the proposed Tenth Agreement with Braun Blaising Smith Wynne P.C.

MCE I My co~munity.

My choice.

MCE Standard Form 002 (Updated 2/3/2021) Page 1 of 9

MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT

TENTH AGREEMENT

BY AND BETWEEN
MARIN CLEAN ENERGY AND BRAUN BLAISING SMITH WYNNE, P.C.

THIS TENTH AGREEMENT (“Agreement”) is made and entered into on [mCESignerDateField] by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and BRAUN BLAISING SMITH WYNNE, P.C., a California professional corporation with principal address at: 555 Capitol Mall, Suite 570, Sacramento, California 95814 (hereinafter referred to as “Contractor”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

1. SCOPE OF SERVICES:

2. FEES AND PAYMENT SCHEDULE; INVOICING:

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $160,000.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2022 (“Effective Date”) and shall terminate on March 31, 2023, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor represents, warrants and covenants that (a) it is a professional corporation duly organized, validly existing and in good standing under the laws of the State of California, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

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6. INSURANCE:

Nothing in this Section 6 shall be construed as a limitation on Contractor's indemnification obligations in Section 17 of this Agreement.

6.1. GENERAL LIABILITY. The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million dollars ($1,000,000) with a two million dollar ($2,000,000) aggregate limit. “Marin Clean Energy” shall be named as an additional insured on the commercial general liability policy and the certificate of insurance shall include an additional endorsement page (see sample form: ISO - CG 20 10 11 85).

6.2. INTENTIONALLY OMITTED

6.4. PROFESSIONAL LIABILITY INSURANCE. Contractor shall maintain professional liability insurance with a policy limit of not less than $1,000,000 per incident. If the deductible or self-insured retention amount exceeds $100,000, MCE may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund, or that Contractor’s general insurance reserves are adequate to provide the necessary coverage and MCE may conclusively rely thereon. Coverages required by this subsection may be provided on a claims-made basis with a “Retroactive Date” prior to the Effective Date. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond termination of this Agreement. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Effective Date, Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after termination of this Agreement.

7. RESERVED
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8. SUBCONTRACTING:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractors shall not be permitted to further subcontract any obligations under this Agreement.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

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use Intellectual Property in its sole discretion and without further compensation to Contractor or to any other party.

Contractor shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request. Contractor may keep one file reference copy of Intellectual Property prepared for MCE solely for legal purposes and if otherwise agreed to in writing by MCE. In addition, Contractor may keep one copy of Intellectual Property if otherwise agreed to in writing by MCE.
c) Intellectual Property shall be owned by MCE upon its creation. Contractor agrees to execute any such other documents or take other actions as MCE may reasonably request to perfect MCE’s ownership in the Intellectual Property. d) Contractor’s Pre‐Existing Materials. If, and to the extent Contractor retains any preexisting ownership rights (“Contractor’s Pre‐Existing Materials”) in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, Contractor hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of any intellectual or proprietary property right of Contractor or any Contractor Party for the sole purpose of using such Intellectual Property for the conduct of MCE’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Contractor shall retain all of its rights, title and interest in Contractor’s Pre‐Existing Materials. Any and all claims to Contractor’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Intellectual Property must be expressly disclosed to MCE prior to performing any Services under this Agreement. Any such Pre-Existing Material that is modified by work under this Agreement is owned by MCE.

11. FORCE MAJEURE:

12. TERMINATION:

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covered in the Agreement or Amendment(s). Notwithstanding anything contained in this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Contractor shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12, Contractor shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Contractor and may not be transferred or assigned without the express prior written consent of MCE.

14. AMENDMENT; NO WAIVER:

15. DISPUTES:

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

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18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

19. INVOICES; NOTICES:

This Agreement shall be managed and administered on MCE’s behalf by the Contract Manager named below. All invoices shall be submitted by email to:

Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Contractor: Scott Blaising
Address: 555 Capitol Mall, Suite 570
Sacramento, California 95814
Email Address: [email protected]
Telephone No.: (916) 712-3961

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

21. SEVERABILITY:

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22. INDEPENDENT CONTRACTOR:

Contractor is an independent contractor to MCE hereunder. Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment or franchise between MCE and any Contractor Party. Neither MCE nor any Contractor Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided for herein.

23. TIME:

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

24. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

25. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

26. PREPARATION OF AGREEMENT:

27. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

APPROVED BY
MARIN CLEAN ENERGY:

By: [mCESignerSignature]
Name: [mCESignerName]
Title: [mCESignerTitle]
Date: [mCESignerDateField]
By: [mCEChairmanSignerSignature]
Chairperson
Date: [mCEChairmanSignerDateField]
CONTRACTOR:

By: [counterpartySignerSignature]
Name: [counterpartySignerName]
Title: [counterpartySignerTitle]
Date: [counterpartySignerDateField]
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EXHIBIT A

SCOPE OF SERVICES
Contractor will provide task-specific legal and regulatory services and assistance as requested and directed by MCE General Counsel, up to the maximum time/fees allowed under this Agreement.

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EXHIBIT B

FEES AND PAYMENT SCHEDULE
For Services provided under this Agreement, MCE shall pay Contractor in accordance with the amount(s) and the payment schedule as specified below:

Senior Shareholder: $450
Junior Shareholder: $400
Senior Attorney $370
Senior Associate: $345
Junior Associate: $300
Law Clerk: $170
Of Counsel: $315-$365
Contract Associate (As Authorized): $310
Contractor shall bill in .10 hour increments on a monthly basis for all services rendered. In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $160,000 for the term of the Agreement.

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March 4, 2022
TO: MCE Executive Committee
FROM: Shalini Swaroop, General Counsel
RE: Seventh Agreement with Keyes & Fox, LLP (Agenda Item #05 C.4)
ATTACHMENT: Proposed Seventh Agreement with Keyes & Fox, LLP Dear Executive Committee Members:

Summary: Keyes and Fox, LLP has provided legal and regulatory services for MCE since 2017. Specifically, Keyes & Fox, LLP has provided assistance on the Electric Energy Resource Recovery Account (ERRA) proceedings, the PG&E General Rate Case, energy efficiency issues, including the Low Income Families and Tenants application, and other regulatory proceedings as requested. In addition, Keyes and Fox, LLP provides legal support for complex contract transactions, such as the Calpine contract for billing and data services as well as the TRC contract for MCE’s energy storage program.

There is an ongoing need for the services provided by Keyes & Fox, LLP. Staff recommends approval of a Seventh Agreement with Keyes & Fox, LLP in the amount of $135,000 for continuation of legal and regulatory services in Fiscal Year (FY) 2022/23.

Fiscal Impacts: Costs related to the referenced agreement are included in the Proposed FY 2022/23 Operating Fund Budget.

Recommendation: Approve the Seventh Agreement with Keyes & Fox, LLP.

MCE I My co~munity.

My choice.

MCE Standard Form 002 (Updated 2/3/2021) Page 1 of 9

MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT

SEVENTH AGREEMENT

BY AND BETWEEN

MARIN CLEAN ENERGY AND KEYES AND FOX, LLP
THIS SEVENTH AGREEMENT (“Agreement”) is made and entered into on March 4, 2022 by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and KEYES AND FOX, LLP, a California limited liability partnership with principal address at: 580 California Street, 12th Floor, San Francisco, California 94104 (hereinafter referred to as “Contractor”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

1. SCOPE OF SERVICES:

2. FEES AND PAYMENT SCHEDULE; INVOICING:

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $135,000.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2022 (“Effective Date”) and shall terminate on March 31, 2023, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor represents, warrants and covenants that (a) it is a limited liability partnership duly organized, validly existing and in good standing under the laws of the State of California, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

6. INSURANCE:

Nothing in this Section 6 shall be construed as a limitation on Contractor's indemnification obligations in Section 17 of this Agreement.

6.2. INTENTIONALLY OMITTED

7. RESERVED
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8. SUBCONTRACTING:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractors shall not be permitted to further subcontract any obligations under this Agreement.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

10.1. OWNERSHIP AND USE RIGHTS.
a) MCE Data. Unless otherwise expressly agreed to in writing by the Parties, MCE shall retain all of its rights, title and interest in MCE’s Data. “MCE Data” shall mean all data or information provided by or on behalf of MCE, including but not limited to, customer Personal Information; energy usage data relating to, of, or concerning, provided by or on behalf of any customers; all data or information input, information systems and technology, software, methods, forms, manuals, and designs, transferred, uploaded, migrated, or otherwise sent by or on behalf of MCE to Contractor as MCE may approve of in advance and in writing (in each instance); account numbers, forecasts, and other similar information disclosed to or otherwise made available to Contractor. MCE Data shall also include all data and materials provided by or made available to Contractor by MCE’s licensors, including but not limited to, any and all survey responses, feedback, and reports subject to any limitations or restrictions set forth in the agreements between MCE and their licensors. b) Intellectual Property. Unless otherwise expressly agreed to in writing by the Parties, any and all materials, information, or other intellectual property created, prepared, accumulated or developed by Contractor or any Contractor Party under this Agreement (“Intellectual Property”), including finished and unfinished inventions, processes, templates, documents, drawings, computer programs, designs, calculations, valuations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, manuals, visual materials, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith, shall be owned by MCE. MCE shall have the exclusive right to use Intellectual Property in its sole discretion and without AI#05_C.4: Seventh Agrmnt. w/Keyes & Fox, LLP
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further compensation to Contractor or to any other party. Contractor shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request. Contractor may keep one file reference copy of Intellectual Property prepared for MCE solely for legal purposes and if otherwise agreed to in writing by MCE. In addition, Contractor may keep one copy of Intellectual Property if otherwise agreed to in writing by MCE. c) Intellectual Property shall be owned by MCE upon its creation. Contractor agrees to execute any such other documents or take other actions as MCE may reasonably request to perfect MCE’s ownership in the Intellectual Property. d) Contractor’s Pre‐Existing Materials. If, and to the extent Contractor retains any preexisting ownership rights (“Contractor’s Pre‐Existing Materials”) in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, Contractor hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of any intellectual or proprietary property right of Contractor or any Contractor Party for the sole purpose of using such Intellectual Property for the conduct of MCE’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Contractor shall retain all of its rights, title and interest in Contractor’s Pre‐Existing Materials. Any and all claims to Contractor’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Intellectual Property must be expressly disclosed to MCE prior to performing any Services under this Agreement. Any such Pre-Existing Material that is modified by work under this Agreement is owned by MCE.

11. FORCE MAJEURE:

12. TERMINATION:

12.3. In the event of termination not the fault of the Contractor, the Contractor shall be paid for Services performed up to the date of termination in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods covered in the Agreement or Amendment(s). Notwithstanding anything contained in this Section 12, in no event shall MCE be AI#05_C.4: Seventh Agrmnt. w/Keyes & Fox, LLP
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liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Contractor shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12, Contractor shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Contractor and may not be transferred or assigned without the express prior written consent of MCE.

14. AMENDMENT; NO WAIVER:

15. DISPUTES:

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

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18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

19. INVOICES; NOTICES:

This Agreement shall be managed and administered on MCE’s behalf by the Contract Manager named below. All invoices shall be submitted by email to:

Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Contractor: Tim Lindl
Address: 580 California Street, 12th Floor
San Francisco, California 94104
Email Address: [email protected]
Telephone No.: (510) 314-8385

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

21. SEVERABILITY:

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22. INDEPENDENT CONTRACTOR:

Contractor is an independent contractor to MCE hereunder. Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment or franchise between MCE and any Contractor Party. Neither MCE nor any Contractor Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided for herein.

23. TIME:

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

24. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

25. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

26. PREPARATION OF AGREEMENT:

27. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

APPROVED BY
MARIN CLEAN ENERGY:

By: [mCESignerSignature]
Name: [mCESignerName]
Title: [mCESignerTitle]
Date: [mCESignerDateField]
By: [mCEChairmanSignerSignature]
Chairperson
Date: [mCEChairmanSignerDateField]
CONTRACTOR:

By:]
Name: [counterpartySignerName]
Title: [counterpartySignerTitle]
Date: [counterpartySignerDateField]
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EXHIBIT A

SCOPE OF SERVICES
Contractor will provide task-specific legal and regulatory services and assistance, including regulatory filings and advocacy at the California Public Utilities Commission (CPUC) and drafting and negotiating services agreements, at the direction of MCE's General Counsel up to the maximum time/fees allowed under this Agreement.

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EXHIBIT B

FEES AND PAYMENT SCHEDULE
For Services provided under this Agreement, MCE shall pay Contractor in accordance with the amount(s) and the payment schedule as specified below:

STAFF MEMBER 2022 HOURLY RATE

ATTORNEYS
Kevin Fox $445
Jason Keyes $340
Tim Lindl $385
Jake Schlesinger $340/$330*
Scott Dunbar $305
Sheridan Pauker $395
Mark Valentine $350
Beren Argetsinger $285
Caryn Lai $380
Nikhil Vijaykar $315/$290*
Lilly McKenna $300
Lee Ewing $260
Julia Kantor $280
James Van Nostrand $300
Ann Springgate $350
David Wooley $280

NON-ATTORNEY

ANALYSTS/EXPERTS
Miriam Makhyoun $210/$255**
Amanda Vanega $190
Justin Barnes $190/$280**
Ben Inskeep $170/$240**
Blake Elder $150
Doug Pietrucha $140
Heather DePouw $120
Alicia Zaloga $120
James Van Nostrand $330/$375**
* Rates with one asterisk are energy efficiency-related rates. ** Rates with two asterisks are expert witness rates.

For any matter requested through an executed Joint Representation Agreement, Contractor shall only bill MCE for its respective share for the cost of Contractor's services under the mutually agreed upon not to exceed amount for that matter. In no event shall MCE be liable for any amount(s) owed to Contractor by any other Joint Client for its respective share of the costs of Contractor's services, unless otherwise agreed in writing my MCE.

Contractor shall bill in .10-hour increments on a monthly basis for all Services rendered. In no event shall the total cost to MCE for the Services provided herein exceed the maximum sum of $135,000 for the term of the Agreement.

AI#05_C.4: Seventh Agrmnt. w/Keyes & Fox, LLP
March 4, 2022
TO: MCE Executive Committee
FROM: Shalini Swaroop, General Counsel
RE: Twelfth Agreement with Niemela Pappas & Associates (Agenda Item #05 C.5)
ATTACHMENT: Proposed Twelfth Agreement with Niemela Pappas & Associates

Dear Executive Committee Members:

Summary: Niemela Pappas & Associates has provided contract lobbyist services on behalf of MCE since 2012. These duties include setting up in-district meetings with state legislators, testifying on MCE’s behalf in hearings in Sacramento, lobbying MCE’s positions on bills and securing amendments, and connecting MCE staff with key Sacramento decisionmakers. Staff recommends creating a new agreement with Niemela Pappas & Associates in the amount of $121,000 for Fiscal Year (FY) 2022/23 for continuation of these services.

Fiscal Impacts: Costs related to the referenced agreement are included in the Proposed FY 2022/23 Operating Fund Budget.

Recommendation: Approve the Twelfth Agreement with Niemela Pappas & Associates.

MCE I My co~munity.

My choice.

MCE Standard Form 002 (Updated 2/3/2021) Page 1 of 9

MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT

TWELFTH AGREEMENT

BY AND BETWEEN

MARIN CLEAN ENERGY AND NIEMELA PAPPAS & ASSOCIATES
THIS TWELFTH AGREEMENT (“Agreement”) is made and entered into on [mCESignerDateField] by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and NIEMELA PAPPAS & ASSOCIATES, a California corporation with principal address at: 1414 K Street, Sacramento, California 95814 (hereinafter referred to as “Contractor”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

1. SCOPE OF SERVICES:

2. FEES AND PAYMENT SCHEDULE; INVOICING:

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $121,000.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2022 (“Effective Date”) and shall terminate on March 31, 2023, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor represents, warrants and covenants that (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of California, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

6. INSURANCE:

Nothing in this Section 6 shall be construed as a limitation on Contractor's indemnification obligations in Section 17 of this Agreement.

6.2. INTENTIONALLY OMITTED

7. RESERVED
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8. SUBCONTRACTING:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractors shall not be permitted to further subcontract any obligations under this Agreement.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

10.1. OWNERSHIP AND USE RIGHTS.
a) MCE Data. Unless otherwise expressly agreed to in writing by the Parties, MCE shall retain all of its rights, title and interest in MCE’s Data. “MCE Data” shall mean all data or information provided by or on behalf of MCE, including but not limited to, customer Personal Information; energy usage data relating to, of, or concerning, provided by or on behalf of any customers; all data or information input, information systems and technology, software, methods, forms, manuals, and designs, transferred, uploaded, migrated, or otherwise sent by or on behalf of MCE to Contractor as MCE may approve of in advance and in writing (in each instance); account numbers, forecasts, and other similar information disclosed to or otherwise made available to Contractor. MCE Data shall also include all data and materials provided by or made available to Contractor by MCE’s licensors, including but not limited to, any and all survey responses, feedback, and reports subject to any limitations or restrictions set forth in the agreements between MCE and their licensors. b) Intellectual Property. Unless otherwise expressly agreed to in writing by the Parties, any and all materials, information, or other intellectual property created, prepared, accumulated or developed by Contractor or any Contractor Party under this Agreement (“Intellectual Property”), including finished and unfinished inventions, processes, templates, documents, drawings, computer programs, designs, calculations, valuations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, manuals, visual materials, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith, shall be owned by MCE. MCE shall have the exclusive right to use Intellectual Property in its sole discretion and without further compensation to Contractor or to any other party. Contractor shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request. Contractor may keep one file reference copy of Intellectual AI#05_C.5: Twelfth Agrmnt. w/Niemela Pappas & Associates MCE Standard Form 002 (Updated 2/3/2021) Page 4 of 9
Property prepared for MCE solely for legal purposes and if otherwise agreed to in writing by MCE. In addition, Contractor may keep one copy of Intellectual Property if otherwise agreed to in writing by MCE. c) Intellectual Property shall be owned by MCE upon its creation. Contractor agrees to execute any such other documents or take other actions as MCE may reasonably request to perfect MCE’s ownership in the Intellectual Property. d) Contractor’s Pre‐Existing Materials. If, and to the extent Contractor retains any preexisting ownership rights (“Contractor’s Pre‐Existing Materials”) in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, Contractor hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of any intellectual or proprietary property right of Contractor or any Contractor Party for the sole purpose of using such Intellectual Property for the conduct of MCE’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Contractor shall retain all of its rights, title and interest in Contractor’s Pre‐Existing Materials. Any and all claims to Contractor’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Intellectual Property must be expressly disclosed to MCE prior to performing any Services under this Agreement. Any such Pre-Existing Material that is modified by work under this Agreement is owned by MCE.

11. FORCE MAJEURE:

12. TERMINATION:

12.3. In the event of termination not the fault of the Contractor, the Contractor shall be paid for Services performed up to the date of termination in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods covered in the Agreement or Amendment(s). Notwithstanding anything contained in this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Contractor shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written AI#05_C.5: Twelfth Agrmnt. w/Niemela Pappas & Associates MCE Standard Form 002 (Updated 2/3/2021) Page 5 of 9
approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12, Contractor shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Contractor and may not be transferred or assigned without the express prior written consent of MCE.

14. AMENDMENT; NO WAIVER:

15. DISPUTES:

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

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18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

19. INVOICES; NOTICES:

This Agreement shall be managed and administered on MCE’s behalf by the Contract Manager named below. All invoices shall be submitted by email to:

Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Contractor: Emily Pappas
Address: 1414 K Street, Suite 270
Sacramento, California 95814
Email Address: [email protected]
Telephone No.: (916) 661-5365

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

21. SEVERABILITY:

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22. INDEPENDENT CONTRACTOR:

Contractor is an independent contractor to MCE hereunder. Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment or franchise between MCE and any Contractor Party. Neither MCE nor any Contractor Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided for herein.

23. TIME:

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

24. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

25. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

26. PREPARATION OF AGREEMENT:

27. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

APPROVED BY
MARIN CLEAN ENERGY:

By: [mCESignerSignature]
Name: [mCESignerName]
Title: [mCESignerTitle]
Date: [mCESignerDateField]
By: [mCEChairmanSignerSignature]
Chairperson
Date: [mCEChairmanSignerDateField]
CONTRACTOR:

By: [counterpartySignerSignature]
Name: [counterpartySignerName]
Title: [counterpartySignerTitle]
Date: [counterpartySignerDateField]
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EXHIBIT A

SCOPE OF SERVICES
Contractor will act as contract lobbyist on behalf of MCE. Work will be provided primarily by Emily Pappas. Activities will include:
• Maintain constant communication with MCE staff.
• Monitor on a daily basis all bills that are introduced and amended. • Provide immediate notification of bills and related legislative activities that impact MCE. This includes any lobbying efforts directed for and against MCE, and the context surrounding them. • Maintain a regularly updated bill tracking record.
• Monitor state regulatory agencies, such as the CPUC and CEC. • Continuously educate members of the Legislature, key legislative staff, members of the Governor’s Administration, and other key Capitol decision makers about MCE. This will include legislators that represent areas of MCE expansion.
• Continuously cultivate MCE’s relationships with its own legislative delegation. • Set up meetings for MCE and legislators, key committee staff, members of the Governor’s Administration, and relevant interest groups as needed.
• Actively lobby bills that either support or negatively impact MCE when directed to do so. These activities include:
o Working with MCE staff on drafting letters of support or opposition, and delivering those letters to the correct players.
o Providing strategic advice on how to effectively achieve MCE’s desired outcome. o Testifying in committees.
o Lobbying legislators.
o Lobbying the Governor’s office.
o Lobbying appropriate regulatory agencies to support MCE’s positions. o Soliciting support from MCE’s allies.
• On bills sponsored by MCE, or requiring amendments, activities will include, in addition to those listed above:
o Assistance in drafting language and inserting it into applicable bills, such as the Budget Act. o Garnering support from effective Capitol-based entities that share MCE’s position. • Assist MCE in efforts to build an effective statewide coalition with MCE supporters in order to push MCE legislative goals to the finish line.
• Identify opportunities that will enhance MCE’s clout both in the Capitol and in regulatory agencies, such as supporting gubernatorial appointees requiring confirmation by the State Senate.

Prepare necessary documents for filing with the Secretary of State and provide these documents to MCE for approval and signature.

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EXHIBIT B

FEES AND PAYMENT SCHEDULE
Contractor shall bill MCE monthly for all professional services rendered under this Agreement. A monthly retainer of $10,000 will be paid by MCE to Contractor for each month of service beginning April 1, 2022 until the end of the Agreement. MCE will also pay an administrative fee for FPPC filings at the rate of $75.00 per month, which will be added to the invoice of each monthly retainer.

In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $121,000 for the term of the Agreement.

AI#05_C.5: Twelfth Agrmnt. w/Niemela Pappas & Associates March 4, 2022
TO: MCE Executive Committee
FROM: Lindsay Saxby, Director of Power Resources
RE: Fourth Agreement with Hall Energy Law PC (Agenda Item #05 C.6)
ATTACHMENT: Proposed Fourth Agreement with Hall Energy Law PC Dear Executive Committee Members:

Summary: Hall Energy Law PC currently provides legal services pertaining to: (a) new and existing power purchase agreements; (b) new and existing scheduling coordination and portfolio management agreements for energy, resource adequacy, and/or related products; (c) new and existing project development agreements; and, (d) review and counsel related to documents, contracts, and master agreements for MCE’s non-recourse pre-payment program. Staff recommends creating a new agreement with Hall Energy Law PC in the amount of $309,000 for Fiscal Year (FY) 2022/23 for continuation of these services.

Fiscal Impacts: Costs related to the referenced agreement are included in the Proposed FY 2022/23 Operating Fund Budget.

Recommendation: Approve the Fourth Agreement with Hall Energy Law PC.

MCE I My co~munity.

My choice.

MCE Standard Form 002 (Updated 2/3/2021) Page 1 of 10

MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT

FOURTH AGREEMENT

BY AND BETWEEN

MARIN CLEAN ENERGY AND HALL ENERGY LAW PC
THIS FOURTH AGREEMENT (“Agreement”) is made and entered into on March 4, 2022 by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and HALL ENERGY LAW PC, an Oregon professional corporation with principal address at: 3 Monroe Pkwy, Ste. P #406, Lake Oswego, Oregon 97035 (hereinafter referred to as “Contractor”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

1. SCOPE OF SERVICES:

2. FEES AND PAYMENT SCHEDULE; INVOICING:

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $309,000.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2022 (“Effective Date”) and shall terminate on March 31, 2023, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor represents, warrants and covenants that (a) it is a professional corporation duly organized, validly existing and in good standing under the laws of the State of Oregon, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

6. INSURANCE:

Nothing in this Section 6 shall be construed as a limitation on Contractor's indemnification obligations in Section 17 of this Agreement.

6.2. INTENTIONALLY OMITTED

7. RESERVED
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8. SUBCONTRACTING:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractors shall not be permitted to further subcontract any obligations under this Agreement.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

Contractor shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request. Contractor may keep one file reference copy of Intellectual Property prepared for MCE solely for legal purposes and if otherwise agreed to in writing by MCE. In addition, Contractor may keep one copy of Intellectual Property if otherwise agreed to in writing by MCE.
c) Intellectual Property shall be owned by MCE upon its creation. Contractor agrees to execute any such other documents or take other actions as MCE may reasonably request to perfect MCE’s ownership in the Intellectual Property. d) Contractor’s Pre‐Existing Materials. If, and to the extent Contractor retains any preexisting ownership rights (“Contractor’s Pre‐Existing Materials”) in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, Contractor hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of any intellectual or proprietary property right of Contractor or any Contractor Party for the sole purpose of using such Intellectual Property for the conduct of MCE’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Contractor shall retain all of its rights, title and interest in Contractor’s Pre‐Existing Materials. Any and all claims to Contractor’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Intellectual Property must be expressly disclosed to MCE prior to performing any Services under this Agreement. Any such Pre-Existing Material that is modified by work under this Agreement is owned by MCE.

11. FORCE MAJEURE:

12. TERMINATION:

12.3. In the event of termination not the fault of the Contractor, the Contractor shall be paid for Services performed up to the date of termination in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods AI#05_C.6: Fourth Agrmnt. w/Hall Energy Law PC
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covered in the Agreement or Amendment(s). Notwithstanding anything contained in this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Contractor shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12, Contractor shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Contractor and may not be transferred or assigned without the express prior written consent of MCE.

14. AMENDMENT; NO WAIVER:

15. DISPUTES:

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

To the fullest extent permitted by Applicable Law, Contractor shall indemnify, defend, and hold MCE and its employees, officers, directors, representatives, and agents (“MCE Parties”), harmless from and against any and all actions, claims, liabilities, losses, costs, damages, and expenses (including, but not limited to, litigation costs, attorney's fees and costs, physical damage to or loss of tangible property, and injury or death of any person) arising out of, resulting from, or caused by: a) the negligence, recklessness, intentional misconduct, fraud of all Contractor Parties; b) the failure of a Contractor Party to comply with the provisions of this Agreement or Applicable Law; or c) any AI#05_C.6: Fourth Agrmnt. w/Hall Energy Law PC
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defect in design, workmanship, or materials carried out or employed by any Contractor Party. This indemnity is expressly subject to the terms and limits of Contractor’s professional liability insurance.

18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

19. INVOICES; NOTICES:

This Agreement shall be managed and administered on MCE’s behalf by the Contract Manager named below. All invoices shall be submitted by email to:

Email Address: [email protected]
All other notices shall be given to MCE at the following location:

Contractor: Stephen Hall
Address: 3 Monroe Pkwy, Ste. P #406,
Lake Oswego, Oregon 97035
Email Address: [email protected]
Telephone No.: (503) 313-0755

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

21. SEVERABILITY:

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22. INDEPENDENT CONTRACTOR:

Contractor is an independent contractor to MCE hereunder. Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment or franchise between MCE and any Contractor Party. Neither MCE nor any Contractor Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided for herein.

23. TIME:

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

24. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

25. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

26. PREPARATION OF AGREEMENT:

27. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

APPROVED BY
MARIN CLEAN ENERGY:

By: [mCESignerSignature]
Name: [mCESignerName]
Title: [mCESignerTitle]
Date: [mCESignerDateField]
By: [mCEChairmanSignerSignature]
Chairperson
Date: [mCEChairmanSignerDateField]
CONTRACTOR:

By: [counterpartySignerSignature]
Name: [counterpartySignerName]
Title: [counterpartySignerTitle]
Date: [counterpartySignerDateField]

MODIFICATIONS TO STANDARD SHORT FORM
☒ Standard Short Form Content Has Been Modified
List sections affected: ___Section 17: Indemnification_______________________________________________________ ___________________________________________________________________________________________________ Approved by MCE Counsel: ___________________________________________ Date: _______________ AI#05_C.6: Fourth Agrmnt. w/Hall Energy Law PC
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EXHIBIT A

SCOPE OF SERVICES
Contractor will provide legal services to MCE as requested and directed by the COO, Director of Power Resources, or Legal Counsel related to: (a) new and existing power purchase agreements; (b) new and existing scheduling coordination and portfolio management agreements for energy, resource adequacy, or related products; (c) new and existing project development agreements, and; (d) the review and counsel of documents, contracts and master agreements related to MCE’s non-recourse pre-payment program up to the maximum time/fees allowed under this Agreement. Services may also include transaction support in drafting, negotiations, dispute resolution, and appropriate implementation of power supply transactions.

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EXHIBIT B

FEES AND PAYMENT SCHEDULE
For services provided under this Agreement, MCE shall pay Contractor in accordance with the amount(s) and the payment schedule as specified below:

Stephen Hall $635 per hour
Contractor shall bill monthly in .10-hour increments. Contractor services will be task-specific with MCE providing direction on tasks to be undertaken by letter, voice communication, or email.

In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $309,000 for the term of the Agreement.

AI#05_C.6: Fourth Agrmnt. w/Hall Energy Law PC
1 March 4, 2022
TO: MCE Executive Committee
FROM: Garth Salisbury, Director of Finance & Treasurer
Maira Strauss, Finance Manager
RE: Fiscal Year 2022/23 Proposed Budgets (Agenda Item #06) ATTACHMENTS: A. Proposed FY 2022/23 Operating Fund Budget B. Proposed FY 2022/23 Local Renewable Energy and Program Development Fund Budget
C. Proposed FY 2022/23 Resiliency Fund Budget and Proposed FY 2022/23 Energy Efficiency Program Fund Budget
D. MCE Policy 013: Reserve Policy
Dear Executive Committee Members:

Summary:

Before the end of every fiscal year (FY), MCE’s staff presents proposed Budgets to the Executive Committee and Board for consideration for MCE’s Operating Fund, Energy Efficiency (EE) Program Fund, Local Renewable Energy and Program Development Fund (LREPDF) and the Resiliency Fund for the upcoming fiscal year. These Budgets authorize staff to:

1. Spend funds within the limits set forth in each budget line item and apply budgeted contingency amounts if necessary;

2. Fund MCE’s Local Renewable Energy and Program Development Fund, Electric Vehicle and other customer programs;

3. Fund MCE’s Resiliency Fund; and

4. Move closer to reaching MCE’s reserve targets by funding MCE’s Operating Fund balances and reserves.

The attached Proposed Budgets reflect MCE’s projected revenue, expenditures and contingencies for FY 2022/23, and are anticipated to allow MCE to continue delivering a minimum of 60% renewable energy and a further goal of 90% greenhouse gas (GHG)-free energy to our customers. MCE’s territory growth alongside with this year’s rate increase is MCE I My co~munity.

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2 anticipated to result in an increase in revenues. These additional revenues will enable us to cover increasing costs for energy and resource adequacy (RA), to make progress on reaching Board Reserve Policy Goals and to bring in-house analytics, marketing and call center services that had been outsourced in the past.

The proposed FY 2022/23 Operating Fund Budget is projected to result in an increase of $98,000,000 to MCE’s Net Position at the end of the fiscal year, assuming continuation of the current rate schedule, assuming no further increases in market prices and assuming a summer void of system emergencies. An addition to MCE’s Net Position of $98,000,000 would result in achieving 94% of the Board Reserve Policy Goals and 95% of the Board liquidity goal by the end of the fiscal year in March, 2023. At the conclusion of the 2022/23 fiscal year, the Board could consider deferring some of this projected revenue into the Operating Reserve Fund for use in future years. Any deferral into the Operating Reserve Fund would reduce the addition to Net Position by a like amount.

If the Board would like to consider extending the MCE Cares targeted cost relief program, staff would recommend extending it for an additional six months through September of 2022 at an estimated cost of $5,000,000. If the Board decides to fund an extension of the MCE Cares program in the amount of $5,000,000, the projected addition to the net position would decline to $93,000,000
Staff requests that the Executive Committee review and discuss the proposed Budgets and recommend to the full Board for approval, with any requested amendments, at its March 17, 2022 meeting.
2022/23 Operating Fund Budget Highlights:

Attached is the proposed FY 2022/23 Operating Fund Budget (Attachment A). For comparison purposes, FY 2022/23 is shown alongside the current years’ Approved Budget and actual results through December 2021 and projections through March 31, 2022.

Revenue – Electricity (+$145,000,000, 30% increase): Sales volume (GWh) is projected to increase producing an additional $145,000,000 over the current budget (about $128,000,000 over currently projected total electricity revenues) due to the addition of 38,000 customers in the City of Fairfield, which represents a 7% increase in our customer base, and this year’s rate increase. Projected Net Electricity Revenue is adjusted downward by an assumed delinquency rate of 3% of Electricity Revenues. The 3% delinquency assumption is an increase of an additional 1% over the current fiscal year and is in response to the increased delinquencies MCE has been experiencing. This delinquency assumption of 3% represents over $18.45 million in uncollectible revenue.

Cost of energy (+$85,000,000, 21% increase): Cost of energy is expected to go up by $85 million over the current budget and about $45 million over the projected actuals for the current fiscal year. Expenses associated with the purchase of energy include our power purchase agreements, charges by the California Independent Systems Operator (CAISO) 3 for MCE load, services performed by the CAISO, RA costs and other regulatory energy requirements necessary to meet the energy needs of our customers. Energy costs are anticipated to increase related to serving 38,000 new customers in the City of Fairfield, and higher prices for system energy and RA.

Personnel (+$3,337,000, 26% increase): This increase is reflective of cost-of-living adjustments to salaries, promotions, a budgeted assumption of merit increases for staff in 2023, fully integrating the full year’s costs of new FTEs added last year and the anticipated addition of 13 FTEs over the course of the fiscal year. This increase in FTEs would increase headcount from 76 to 89. The additional headcount and increase in the personnel budget are due to a culmination of needs, including; the backfill hiring for unfilled positions, bringing services in-house that have historically been contracted out to increase overall agency savings and added efficiency, and increasing workforce development opportunities within the agency.

Areas where MCE is backfilling or bringing in-house services that have previously been outsourced include:
1) Public Affairs: MCE is creating its own call center that was historically managed by our Data Manager (see Data Manager below). This will result in four new hires and savings to the agency of $920,000 and will allow more control, accuracy, and quality assurance in messaging MCE’s numerous customer programs and value proposition.

Additionally, in the Public Affairs Department, there are cost savings by transitioning from external consultants for brand design to hiring a full-time staff member to cover these duties in a more cost-effective way, allowing MCE to have greater control over the messaging and branding.
2) Customer Programs: Additional headcount is needed on this team to support the expanding programs. This includes MCE’s work on Transportation Electrification programs and other programs where personnel costs are not able to be allocated to grants or CPUC Energy Efficiency funding sources, but have a positive impact on MCE’s service area.
3) Legal and Policy: By adding positions here the agency is able to save substantial amounts on external counsel and can add long-term efficiency within the agency by having in-house support.
4) Technology and Analytics: MCE is bringing in-house a new Director of Technology and Analytics to manage the implementation of the Customer Relationship Management (“CRM”) software and Data Warehouse.
5) Workforce Development: Another factor in the increase in personnel cost is the addition of internal workforce development. MCE has launched a paid internship program (part time employees) that allows members of MCE’s service area, who may not have otherwise had the opportunity to work in the renewable energy industry, to get professional development and education about the industry. We are hoping to hire 10 part-time interns for this upcoming fiscal year.

Overall, the proposed personnel costs represent 2.6% of the total Operating Fund Budget, which is slightly less than the current fiscal year. Personnel costs are net of a $1.7 million 4 allocation of MCE staff time to Energy Efficiency Program and other grant program administration.

Data Manager (- $458,000, 7% decrease): This decrease is reflective of the net amount of moving some of the outsourced call center activities to the in-house service (-$920,000), and the increased cost of serving additional customer accounts. Our Data Manager charges on a net account basis so with additional customer accounts in newly added communities, fees charged by our data manager increase.

Legal and Policy Services (+$24,000, 2% increase): Legal counsel expenses support MCE’s contracting, human resources, financial and regulatory activities including market restructuring issues. Certain legal counsel expenses are expected to be down slightly due to changing counsel to more cost-effective firms. Additionally, CalCCA continues to take on a number of the regulatory and policy issues on behalf of all CCAs in California thus reducing the expenses that were previously borne directly by MCE. These reductions in legal costs have been offset by additional costs to support/advise MCE’s staff on issues related to employment law, storage technologies and financing matters such as MCE's bonding activities, MCE’s electricity prepayment transaction and complex contracting needs related to MCE's energy storage program.

Communications Services (-$741,000, 26% decrease): Communications and related services include the costs associated with advertising including print, online, and digital; printing and mailing customer notices including compliance notices, targeted programs and on-going engagement; maintaining the website; community outreach and sponsorships; and special events. MCE is also investing in customer engagement campaigns targeting vulnerable customers with the MCE Cares cost relief program, financial assistance and resiliency support, to increase diverse customer outreach and to promote our superior product mix and brand value proposition. Costs for Communication Services are expected to be reduced after bringing some previously outsourced services in-house.

Other services (+$305,000, 15% increase): Other services encompass certain expenses which are not captured in other budget categories, such as consultants and other professional services. These expenses include consulting services related to the implementation of CRM software, and the consulting and implementation of the Digital Analytics Platform (DAP) developed by the Technology and Analytics Department.

General and Administration (+$544,000, 25% increase): General and administration costs include office supplies, data, travel, dues and subscriptions, support for California Community Choice Association (CalCCA), and other related expenses. Increased costs are associated with increased regulatory and legislative activities, CRM licenses for use by our Public Affairs Department, Customer Programs Department, and Legal and Policy Department, and load forecasting tools for use by the Power Resources Department to allow for more sophisticated resource allocation, improved performance and decreased cost of energy load scheduling.
5 Finance and Contingency (+$250,000, 20% increase): Finance continues to be focused on enhancing MCE’s credit ratings and liquidity, maximizing investment earnings/returns and managing credit risk across our platform with our renewable energy providers and numerous contractual counterparties and service providers. Additionally, improved budgetary accuracy, discipline and accountability will continue to be a primary function of the Finance Department. As the operating components of the Finance Department are allocated in all of the other budget line items, only the Contingency is represented here.

This year Finance is recommending that we reduce the contingency amount to .0025% of the total Operating Fund Budget but with the larger overall budget the Contingency amount increases to $1,500,000 and that it once again be managed/allocated based upon actual outcomes and needs within the group budgets throughout the fiscal year.

Non-Operating Revenue and Expense, Fund Transfer and Other Updates:

Grant income ($2,281,000, 231% increase): MCE receives grants from government and non-profit organizations to support certain activities connected to MCE’s mission. Grant income varies year to year as grants can be “one time” or can be provided to MCE under multiple year agreements. A number of grants expired in the current fiscal year with others starting in the 2022/23 fiscal year. Included are:
1) $417,000 for MCE’s EV Ready Phase 2 Grant funded by the California Energy Commission (CEC). This grant was awarded to the Contra Costa Transit Authority (CCTA) to implement strategies in CCTA’s EV Readiness Blueprint. MCE is partnering with CCTA on this grant to oversee the installation of Level 1 and Level 2 electric vehicle supply equipment (EVSE) in multi-family dwellings, workplaces, and public locations in underserved communities in Contra Costa County. MCE's match portion of this three-year grant is $417,000, while the CEC grant is $1,504,500 with an additional match by CCTA of $42,753.
2) $1,864,000 for Disadvantaged Communities Green Tariff and Community Solar Green Tariff Programs (DACG-GT). The program enables income-qualified, residential customers in disadvantaged communities who may be unable to install solar on their roof to benefit from utility scale clean energy and receive a 20% bill discount.

Interest income (+$1,500,000, +50% increase): Increased interest income is expected to result from a targeted investment strategy to take advantage of the increase in interest rates over the last 6-8 months and additions to our reserves over the course of the fiscal year.

MCE Cares Targeted Cost Relief Program: Included in our FY 2022/23 budget is a placeholder of $5,000,000 to for the Executive Committee and Board to consider extending energy bill support for our most vulnerable residential and small commercial customers through September of 2022. This program would continue to help mitigate impacts of energy costs exacerbated by the effects of COVID-19, increases in the cost of energy, the MCE rate adjustment and PG&E transmission and distribution rate increases scheduled to 6 go into effect on March 1. The proposed extension of the MCE Cares Program could support up to 115,000 CARE/FERA residential customers and 42,000 small commercial customers for a 6-month period. If approved by your Board at the March 17th meeting, this program would be extended beginning in April 1st and run through September 30th.

Energy Efficiency Program Fund
The Energy Efficiency Program Fund uses funding authorized by the California Public Utilities Commission (CPUC) to support multifamily, commercial, agricultural, industrial, single family and workforce development sub-programs. The Energy Efficiency Program Fund supports the activities of the Energy Efficiency (EE) Program and the Low-Income Families and Tenants (LIFT) Pilot Program. Both programs involve the reimbursement of eligible expenses by the CPUC and accordingly, revenues and expenses for these programs offset each other. MCE LIFT Pilot Program was originally scheduled to end in 2021 but MCE received additional funding from the CPUC to extend the program through 2023. The Energy Efficiency Program received an additional $4,000,000 to expand the successful Commercial Efficiency Marketplace and an additional $3,854,000 to continue the Peak FLEXMarket Program to support summer reliability. CPUC funding for Equity and Market Support programs also increased by $1,700,000 as a result of updates to EE cost effectiveness policy. The funds awarded from the CPUC have increased from $8,614,000 in FY 2021/22 to $20,183,000 in FY 2022/2023.

Local Renewable Energy and Program Development Fund
The Local Renewable Energy Development Fund (LREDF) is financed by a transfer from the Operating Fund equal to 50% of the 1¢/kWh premium for Deep Green service and additional amounts if approved by the Board. For the 2022/23 budget year, in addition to a $942,000 transfer representing 50% of the incremental 1¢/kWh, staff is recommending an additional $770,000 transfer from the Operating fund. These resources are used to plan and develop local renewable energy projects including:

MCEv: MCE’s electric vehicle program (MCEv) promotes EV adoption through rebates for charging infrastructure at work places and multifamily dwellings, vehicle rebates for low-income customers, a smart charging app, and regional planning and permitting support.

Low Income Solar Program: The low-income solar program provides rebates for low-income solar installations when paired with storage. Expenditures primarily target residential single-family and multi-family rooftop installations.

Regional Midstream Heat Pump Water Heater Program: MCE is partnering with other Bay Area CCAs, and the Bay Area Regional Energy Network to co-fund a program aimed at engaging regional water heater contractors to increase the adoption rate of electric, grid-enabled heat pump water heaters.

7 Resiliency Fund
On November 21, 2019, your Board approved the creation of a Resiliency Fund with initial funding in the amount of $3,000,000, incremental funding of $3,000,000 in 2020 and $1,000,000 in 2021. The creation of this fund was in large part a response to PG&E’s Public Safety Power Shutoff (PSPS) events. These events significantly impact the safety, reliability, health and welfare of our customers, and disproportionately affect vulnerable populations.

MCE is working to help strengthen our communities by piloting battery storage and small-scale microgrids to retain some essential power supply during PSPS events and other outages while minimizing the use of carbon-emitting generators and fossil-fuel technologies. MCE’s Energy Storage Program provides funding, technical assistance and monthly bill credits to help our customers install batteries.

Staff is recommending an additional $2,000,000 in the FY 2022/2023 Fiscal Year for the following items:
● Extending the timeline of the Energy Storage Program. ● Supporting the Richmond Advanced Energy Community Grant. ● Developing the MCE Virtual Power Plant Project in early 2023.

This additional $2,000,000 for the 2022/23 Fiscal Year would bring the total funding to $9,000,000.

Fiscal Impacts: The net impact of the Proposed Operating Fund Budget is a projected $98,000,000 contribution to MCE’s net position during FY 2022/23 or an estimated $93,000,000 assuming a $5,000,000 Cost Relief Program. The proposed projections assume no change to MCE’s current rates and are based on the best available information regarding market prices for any unhedged power supply.

Potential FY 2022/23 Budget Impacts: A number of anticipated and unanticipated events could have a measurable effect on MCE’s finances in the coming fiscal year. These include:
1) System energy and resource adequacy costs may end up being higher than anticipated due to market volatility, availability and/or due to regulatory changes that can diminish the value of existing contracts, or drive up costs; 2) Time-of-Use Rate (voluntary and mandatory) implementation may result in lower peak time revenues as customers respond to price signals; 3) Customer Energy Demand – As we experienced in previous summer heat events, extreme weather events can have a significant impact on MCE’s finances as energy demand can outpace our hedged energy supply.

Recommendation: Recommend approval of the proposed FY 2022/23 Operating Fund, Energy Efficiency Program Fund, Local Renewable Energy and Program Development Fund, and Resiliency Fund Budgets to the MCE Board of Directors.

Fiscal Year
2021/22
Approved Budget
Fiscal Year
2021/22
Projected Budget
Fiscal Year
2022/23
Proposed Budget
% Variance
(Under) Over
As % of Net
Electricity
Revenue

ENERGY REVENUE
Operating Revenues $ 493,501,000 $ 509,079,000 $ 647,152,000 31.1% Uncollectible Accounts (9,545,000) (9,740,000) (18,459,000) 93.4% REVENUE ‐ ELECTRICITY NET 483,956,000 499,339,000 628,693,000 29.9% 100.0%

ENERGY EXPENSES
Cost of Energy 410,657,000 449,768,000 495,310,000 20.6% 78.8% NET ENERGY REVENUE 73,299,000 49,571,000 133,383,000 82.0% 21.2%

OPERATING EXPENSES
Personnel 12,830,000 13,406,000 16,167,000 26.0% 2.6% Data Manager 6,220,000 6,255,000 5,762,000 ‐7.4% 0.9% Technical and Scheduling Consultants 1,040,000 910,000 1,028,000 ‐1.2% 0.2% Service Fees ‐ PG&E 2,372,000 2,290,000 2,465,000 3.9% 0.4% Legal and Policy Services 1,379,000 881,000 1,403,000 1.7% 0.2% Communication Services 2,893,000 1,398,000 2,152,000 ‐25.6% 0.3% Other Professional Services 2,013,000 2,123,000 2,318,000 15.2% 0.4% General and Administrative 2,144,000 1,680,000 2,688,000 25.4% 0.4% Occupancy 995,000 908,000 1,028,000 3.3% 0.2% Contingency 1,250,000 576,000 1,500,000 20.0% 0.2% TOTAL OPERATING EXPENSES 33,136,000 30,427,000 36,511,000 10.2% 5.8% OPERATING INCOME 40,163,000 19,144,000 96,872,000 141.2% 15.4%

NONOPERATING REVENUES
Grant Income 689,000 279,000 2,281,000 231.1% 0.4% Other Income ‐ 6,717,000 ‐ 0.0% Interest Income 1,000,000 594,000 1,500,000 50.0% 0.2% TOTAL NONOPERATING REVENUES 1,689,000 7,590,000 3,781,000 123.9% 0.6%

NONOPERATING EXPENSES
Banking Fees and Financing Costs 220,000 182,000 222,000 0.9% 0.0% Grant Expenses 689,000 245,000 2,281,000 231.1% 0.4% TOTAL NONOPERATING EXPENSES 909,000 427,000 2,503,000 175.4% 0.4% CHANGE IN NET POSITION 40,943,000 26,307,000 98,150,000 139.7% 15.6% Budgeted Net Position Beginning of Period 189,350,000 189,350,000 215,657,000 13.9% ‐ Change in Net Position 40,943,000 26,307,000 98,150,000 139.7% 15.6% BUDGETED NET POSITION END OF PERIOD 230,293,000 215,657,000 313,807,000 36.3% ‐

CAPITAL EXPENDITURES, INTERFUND TRANSFERS & OTHER
Capital Outlay 132,500 11,000 75,000 ‐43.4% 0.0% Transfer to Resiliency Fund 1,000,000 1,000,000 2,000,000 100.0% 0.3% Transfer to Local Renewable Development Fund 1,100,000 1,100,000 1,712,000 55.6% 0.3% CARES 10,000,000 4,820,000 5,000,000 ‐50.0% 0.8%

TOTAL CAPITAL EXPENDITURES, INTERFUND TRANSFERS &
OTHER 12,232,500 6,931,000 8,787,000 ‐28.2% 1.4% BUDGETED NET INCREASE IN OPERATING FUND BALANCE 28,710,500 19,376,000 89,363,000 211.3% 14.2% MCE Operating Fund
Proposed Budget Fiscal Year 2022/23
From April 1, 2022 through March 31, 2023
AI#06_Att. A: Prop. FY 2022/23 Operating Fund Budget
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I
Fiscal Year
2021/22
Approved Budget
Fiscal Year
2022/23
Proposed Budget

REVENUE AND OTHER SOURCES
Transfer from Operating Fund $ ‐ $ 770,000 Deep Green Transfer 1,100,000 942,000 TOTAL REVENUE AND OTHER SOURCES 1,100,000 1,712,000

EXPENDITURES AND OTHER USES
Local Pilot Programs 1,500,000 3,436,000 Low Income Solar Programs 190,000 100,000 Regional Heat Pump Water Heater Program 300,000 200,000 TOTAL EXPENDITURES AND OTHER USES 1,990,000 3,736,000 Net Increase (Decrease) in Fund Balance (890,000) (2,024,000) Fund Balance at Beginning of Period* 1,040,000 2,033,000 Fund Balance at End of Period 150,000 9,000 *Beginning balance for FY 2022/23 differs from budget FY 2021/22 ending balance due to delays in actual fund spending.

MCE
Local Renewable Energy & Program Development Fund
Proposed Budget Fiscal Year 2022/23
From April 1, 2022 to March 31, 2023
AI#06_Att. B: Prop. FY 2022/23 Local Renewable Energy & Prog. Dev. Fund Budget Fiscal Year
2021/22
Approved Budget
Fiscal Year
2022/23
Proposed Budget

REVENUE AND OTHER SOURCES
Marin Community Foundation Grant 750,000 $ ‐ $ Transfer from Operating Fund 1,000,000 2,000,000 Total Revenue and Other Sources 1,750,000 2,000,000

EXPENDITURES AND OTHER USES
Efforts Related to Marin Community Foundation Grant 750,000 485,000 Resiliency Efforts 4,926,000 3,379,000 TOTAL EXPENDITURES AND OTHER USES 5,676,000 3,864,000 Net Increase (Decrease) in Fund Balance 1,750,000 2,000,000 Fund Balance at Beginning of Period* 4,466,000 2,838,000 Fund Balance at End of Period 540,000 974,000 *Beginning balance for FY 2022/23 differs from budget FY 2021/22 ending balance due to delays in actual fund spending.

Fiscal Year
2021/22
Approved Budget
Fiscal Year
2022/23
Proposed Budget

REVENUE AND OTHER SOURCES
Public Purpose Energy Efficiency Program 7,564,000 $ $ 14,705,000 Public Purpose Low Income Families and Tenants Pilot Program 1,050,000 1,625,000 Peak FLEXmarket ‐ 3,854,000 TOTAL REVENUE AND OTHER SOURCES 8,614,000 20,184,000

EXPENDITURE AND OTHER USES
Public Purpose Energy Efficiency Program 7,564,000 14,705,000 Public Purpose Low Income Families and Tenants Pilot Program 1,050,000 1,625,000 Peak FLEXmarket ‐ 3,854,000 TOTAL EXPENDITURES AND OTHER USES 8,614,000 20,184,000 From April 1, 2022 to March 31, 2023
MCE
Resiliency Fund
Proposed Budget Fiscal Year 2022/23
From April 1, 2022 to March 31, 2023
Energy Efficiency Fund
Proposed Budget Fiscal Year 2022/23
MCE
AI#06_Att. C: Prop. FY 2022/23 Resiliency Fund Budget & Prop. FY 2022/23 Energy Efficiency Program Fund Budget POLICY 013: Reserve Policy
Policy Statement
MCE will adopt budgets and establish rates that provide for a growing Reserve until target funding levels are met.

The Reserve will grow to and be maintained at a funding level equal to or exceeding 60% of projected energy and operating expenses for the current fiscal year. The Reserve will be accounted for as the Net Position in MCE’s financial statements.

The MCE Board will adopt budgets and establish rates for MCE with the goal of building and maintaining Reserves at or above the target level by March 2022, subject to MCE’s ability to meet operational expenditures and maintain competitive rates.

Policy Purpose
MCE will prudently manage its operations in a manner that supports its long-term financial independence and stability while providing sufficient financial capacity to meet short term obligations. This Reserve Policy is important in meeting MCE’s strategic objectives, securing favorable commercial terms from both third-party service providers and lenders and in the maintenance and potential improvement in MCE’s stand-alone credit ratings.

Adequate Reserves will enable MCE to satisfy working capital requirements, procure energy at competitive rates, adhere to loan or bond covenants, cover unanticipated expenditures, and support rate stability.

Relationship to the Budget, Liquidity and Periodic Review By setting rates and authorizing expenditures through approved Budgets, MCE determines targeted additions to Reserves. Staff will carefully monitor MCE’s liquidity to ensure it meets the objectives of the organization with the goal of securing 240 days liquidity on hand1. Staff will review the Reserve Policy annually to ensure it meets the needs of the agency. The future development of MCE may require the expansion of reserve requirements to support new activities such as major expansion of MCE activities or the acquisition of generating assets. 1 Days liquidity on hand = (unrestricted cash and investments + unused bank lines of credit) x 365 / (operating expenses + cost of energy, each for the current fiscal year) AI#06_Att. D: MCE Policy 013: Reserve Policy
MC

APPROVED
Date: 11/21/2019

MARIN CLEAN ENERGY
DRAFT

Board of Directors Meeting
Thursday, March 17, 2022
7:00 P.M.

Members of the public who wish to observe the Meeting and/or offer public comment may do so telephonically via the following teleconference call-in number and meeting ID:

For Viewing Access Join Zoom Meeting:
https://us02web.zoom.us/j/82085254745?pwd=dWs0b1NTbWNYbjRJbVZLMVZzZjZrUT09

Dial: 1-669-900-9128
Webinar ID: 820 8525 4745
Meeting Passcode: 205749

Agenda Page 1 of 2

1. Roll Call/Quorum

2. Board Announcements (Discussion)

3. Public Open Time (Discussion)

4. Report from Chief Executive Officer (Discussion)

5. Consent Calendar (Discussion/Action)
C.1 Approval of 12.16.21 Meeting Minutes
C.2 Approved Contracts For Energy Update
C.3 Resolution No. 2022-04 Authorizing Continued Remote Teleconference Meetings for the Board of Directors and
Every Committee of the Board of Directors Pursuant to
Government Code Section 54953(e) (consent)

6. Fiscal Year 2022/23 Proposed Budget (Discussion/Action) AI#09: Draft 3.17.22 Board Agenda
My community.

My choice.

MARIN COUNTY I NAPA COUNTY I UNINCORPORATED CONTRA COSTA COUNTY I UNINCORPORATED SOLANO COUNTY

BENICIA CONCORD I DANVILLE I EL CERRITO FAIRFIELD I LAFAYETTE I MARTINEZ MORAGA I OAKLEY

PINOLE I PITTSBURG PLEASANT HILL RICHMOND I SAN PABLO I SAN RAMON I VALLEJO I WALNUT CREEK Agenda Page 2 of 2

7. Richmond Green Hydrogen One – CEQA Addendum
(Discussion/Action)

8. Resolution 2022-05 Appointing Director of Finance as Treasurer (Discussion/Action)

9. Board Matters & Staff Matters (Discussion)

10. Adjourn

The Board may discuss and/or take action on any or all of the items listed on the agenda irrespective of how the items are described.

AI#09: Draft 3.17.22 Board Agenda

MCE Executive CommitteeMarch 4, 2022

MCE Executive Committee
March 4, 2022