Agenda packet — MCE Board of Directors, September 19, 2024 (part 2 of 2)

https://www.energy.ca.gov/funding-opportunities/funding-resources/ecams-resources Adding Rows: If additional rows are needed within a section, unhide the hidden rows (i.e., select the row directly above and below the hidden rows, then right-click the selection and select “Unhide”). Hide any unused rows. DO NOT USE THE LAST TWO ROWS THAT ARE MARKED “CEC USE ONLY”. If all but the last 2 rows are used, and more rows are required, please contact the ECAMS Support team ([email protected]).

FOR ECAMS SUPPORT TEAM ONLY: ADDING ROWS:

To add additional rows and maintain the formulas within the totals, (1) unprotect the sheet, (2) copy the second to the last row in the section, (3) insert the copied row just above the last row, (4) repeat steps 2 - 3 as required, (5) correct formatting and REFERENCE IDs as required, (6) delete “CEC USE ONLY” from all but the last two rows in the section, and (7) re-protect the sheet.

Updating Modification Date on Budgets:

After making modifications to a budget file, update the modification date as described below. o Budget Worksheet file – Update the "Date of Last Budget Worksheet Modification " to the date the modifications were completed. Update the "Date of Last Budget Worksheet Modification" in cell D1 of the "Category Budget" tab–this updates the rest of the tabs in the template.
o Agreement Budget file – Update the "Date of Last Approved Agreement Budget Modification " to the date the modifications were approved. Update the "Date of Last Approved Agreement Budget Modification" in cell D1 of the "Category Budget" tab–this updates the rest of the tabs in the template.

FOR ECAMS SUPPORT TEAM ONLY: UPDATING "TEMPLATE VERSION" DATE:

After making modifications to a budget or invoice template, update the "Template Version " date to the date the modifications were completed. For the budget templates, update the "Template Version " date in cell A1 of the "Category Budget " tab–this updates the rest of the tabs in the template. For the invoice templates, update the "Template Version " date in cell A1 of the "Invoice Payment Cover Sheet " tab–this updates the rest of the tabs in the template.

ECAMS Support: For support on how to complete this template, please visit the ECAMS Resources web page. The link to this web page is provided in the cell below:

Page 2 of 15 ends

Template Version 08/23/2021 MM/DD/YYYY
Agreement Number
Name of Organization
Cost Category CEC Share Match Share Total
Direct Labor 53,746 $ 81,778 $ 135,524 $
Fringe Benefits 37,622 $ 57,245 $ 94,867 $
Total Labor 91,368 $ 139,023 $ 230,391 $
Travel 975 $ - $ 975 $
Equipment - $ - $ - $
Materials/Miscellaneous - $ 20,573 $ 20,573 $
Subrecipients/Vendors 2,856,547 $ 844,664 $ 3,701,211 $ Total Other Direct Costs 2,857,522 $ 865,237 $ 3,722,759 $ Indirect Costs 45,684 $ 69,511 $ 115,195 $
Profit
(not allowed for grant recipients) $ - - $ - $
Total Indirect and Profit 45,684 $ 69,511 $ 115,195 $
Grand Totals 2,994,574 $ 1,073,771 $ 4,068,345 $
Total CEC Reimbursable Funds Spent in California
or Paid to California-Based Entities
(if applicable)
$ -
Percentage of CEC Reimbursable Funds Spent in
California or Paid to California-Based Entities
Date of Last Approved Agreement Budget Modification:

ZVI-22-024
Bay Area Air Quality Management District

AGREEMENT BUDGET
Category Budget
Recipient
None
January 2023 Page 3 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 53,746 $ 81,778 $ 135,524 $

AGREEMENT BUDGET
Direct Labor (Unloaded)
ZVI-22-024: Bay Area Air Quality Management District
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 4 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 37,622 $ 57,245 $ 94,867 $

AGREEMENT BUDGET
Fringe Benefits
ZVI-22-024: Bay Area Air Quality Management District
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 5 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 975 $ - $ 975 $

AGREEMENT BUDGET
Travel
ZVI-22-024: Bay Area Air Quality Management District
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 6 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task # Seller of item(s) Description Purpose # of Units Unit Cost Total:
# of Units x
Unit Cost
CEC
Share
Match
Share Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
E-1 $ - - $ Select Yes or
No
E-2 $ - - $ Select Yes or
No
E-3 $ - - $ Select Yes or
No
E-4 $ - - $ Select Yes or
No
E-5 $ - - $ Select Yes or
No
E-6 $ - - $ Select Yes or
No
E-7 $ - - $ Select Yes or
No
E-8 $ - - $ Select Yes or
No
E-9 $ - - $ Select Yes or
No
E-10 $ - - $ Select Yes or
No
$ - - $ - $
Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY CONDITIONAL FORMATTING APPLIED: If the "Line Item Revised Since Last Approved Budget?" column is changed to Yes, the text in the entire row will turn red in order to highlight the change.

Grand Totals

AGREEMENT BUDGET
Equipment
ZVI-22-024: Bay Area Air Quality Management District
Worksheet Specific Instructions
January 2023 Page 7 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals - $ 20,573 $ 20,573 $
ZVI-22-024: Bay Area Air Quality Management District

AGREEMENT BUDGET
Materials & Miscellaneous
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 8 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task # Subrecipient
(Please Use Legal Name)
Enitity Number
(CA Secretary of
State)
Purpose
CA Business
Certifications DVBE/
SB/MB/None
CEC
Share
Match
Share
S-1 1 - 8 GRID Alternatives Bay Area 100-3634-1, 4182427 Technical assistance,
engineering,
procurement,
construction, outreach,
workforce development,
community engagement
None 2,477,346 $ 637,632 $
S-2 1 - 7 Marin Clean Energy File #2092 Technical assistance, outreach and education None 379,201 $ 207,032 $
$ 844,664 2,856,547 $
Template Version 08/23/2021
Subrecipient Totals

AGREEMENT BUDGET
Subrecipients & Vendors
ZVI-22-024: Bay Area Air Quality Management District
Subrecipients
January 2023 Page 9 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task # Vendor
(Please Use Legal Name)
Enitity Number
(CA Secretary of
State)
Purpose
CA Business
Certifications DVBE/
SB/MB/None
CEC
Share
Match
Share
V-1 None - $ - $
V-2 None - $ - $
$ - - $
CEC
Share
Match
Share
$ 844,664 2,856,547 $
Worksheet Specific Instructions
CONDITIONAL FORMATTING APPLIED: If the "Line Item Revised Since Last Approved Budget?" column is changed to Yes, the text in the entire row will turn red in order to Subrecipients & Vendors Grand Totals
Grand Totals
Vendor Totals
Vendors
January 2023 Page 10 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
$ 3,114,978 Select Yes or
No
$ 586,233 Select Yes or
No
$ 3,701,211
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 11 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
$ -
Select Yes or
No
$ -
Select Yes or
No
$ -
Total
$ 3,701,211
changed to Yes, the text in the entire row will turn red in order to highlight the change.

January 2023 Page 12 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Indirect Costs Grand Totals $ 45,684 $ 69,511 $ 115,195 CEC
Share
Match
Share Total
Profit Grand Totals $ - $ - $ -
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Profit
Indirect Cost(s)
Select an Indirect Cost Rate Option

AGREEMENT BUDGET
Indirect Costs and Profit
ZVI-22-024: Bay Area Air Quality Management District
January 2023 Page 13 of 15
ZVI-22-024
Bay Area Air Quality
Management District
I
I
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
CEC Funds
Moving
Between
Categories
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
Match Funds
Moving
Between
Categories
Direct Labor $53,746 $ 53,746 $ - $ 53,746 $ 81,778 $ 28,032 Fringe Benefits $ 37,622 $ 37,622 $ - $ 37,622 $ 57,245 $ 19,623 Travel $ 975 $ 975 $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ 22,055 $ 20,573 $ (1,482) Subrecipients/Vendors $ 2,856,547 $ 2,856,547 $ - $ 914,664 $ 844,664 $ (70,000) Indirect Cost $ 45,684 $ 45,684 $ - $ 45,684 $ 69,511 $ 23,827 Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ 2,994,574 $ 2,994,574 $ - $ 1,073,771 $ 1,073,771 $ - $ - $ (71,482)
$ - $ 71,482
$ - $ 71,482
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
2 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
3 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
Has this
budget been
approved by
the Deputy
Director
(DD)?**
ZVI-22-024: Bay Area Air Quality Management District

AGREEMENT BUDGET
Budget Updates after Agreement Execution
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY CEC Share Funds Match Share Funds
All values should be rounded to the dollar ($1)
Reallocation Decrease Subtotal
Template Version 08/23/2021 Change # Date
Approved Budget Categories Brief Description of and Justification for Change Total
Amount of
CEC Funds
Moving
Between
Categories
Cumulative
CEC Total
(will reset
after DD
review)
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
1 4/18/2023 $0 $0 Select Yes or
No
January 2023 Page 14 of 15
ZVI-22-024
Bay Area Air Quality
Management District
-
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
CEC Funds
Moving
Between
Categories
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
Match Funds
Moving
Between
Categories
Has this
budget been
approved by
the Deputy
Director
(DD)?**
CEC Share Funds Match Share Funds
All values should be rounded to the dollar ($1) Change # Date Approved Budget Categories Brief Description of and Justification for Change Total
Amount of
CEC Funds
Moving
Between
Categories
Cumulative
CEC Total
(will reset
after DD
review)
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
9 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
7 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
$0 $0
CONDITIONAL FORMATTING APPLIED: If the "Total Amount of CEC Funds Moving Between Categories" is greater than or equal to $150,000, and less than or equal to $300,000, the cell fill will turn yellow with conditional formatting. This indicates an amendment is required with a higher level of approval. Contact your CAM for more instructions.

CONDITIONAL FORMATTING APPLIED: If the amount of funding (CEC or Match Share funds) moving between categories is positive, the corresponding Category Budget cell will turn green with conditional formatting (dark green text, light green fill).

CONDITIONAL FORMATTING APPLIED: If the amount of funding (CEC or Match Share funds) moving between categories is negative, the corresponding Category Budget cell will turn red with conditional formatting (dark red text, light red fill).

CONDITIONAL FORMATTING APPLIED: If the Budget Category Total for the "Amount of CEC Funds Moving Between Categories" is anything other than zero, the cell fill will turn red with conditional formatting.

Also, the associated "Total Budget Reallocation Between Budget Categories" cell will display "Not Balanced", and the cell fill will turn red with conditional formatting. This indicates there is not an equal amount of funds moving between categories and may require a correction. However, if the overall CEC Funds are to be increased or decreased, a formal amendment is required. Contact your CAM for more instructions.

CONDITIONAL FORMATTING APPLIED: If the Budget Category Total for the "Amount of Match Funds Moving Between Categories" is negative, the cell fill will turn red with conditional formatting. This indicates Match Funds are decreasing and requires a formal amendment. Contact your CAM for more instructions.

CONDITIONAL FORMATTING APPLIED: If the Budget Category Total for the "Amount of Match Funds Moving Between Categories" is anything other than zero, the associated "Total Budget Reallocation Between Budget Categories" cell will display "Not Balanced", and the cell fill will turn red with conditional formatting. This indicates there is not an equal amount of funds moving between categories and may require a correction. However, if the overall Match Share Funds are to be increased or decreased, an amendment is required. Contact your CAM for more instructions. $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
5 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
6 10 $0 $0
8 $0 $0
January 2023 Page 15 of 15
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
o Equipment – 1) For equipment that is equal to or greater than $100,000 per line item total (including both CEC and Match Funds), documentation showing the payment terms must be provided to the CAM. 2) CAM must be able to verify equipment purchases for: 1) equipment with a per line item incurred cost of $500,000 or greater; or 2) a single equipment vendor with $500,000 or more in equipment incurred costs. See Invoice Review Checklist for methods to verify. o Materials & Miscellaneous – Receipt required for any line item total that is $5,000 or more. o Subrecipients & Vendors – Major subrecipients (Budget of 100k or more) follow the same budget requirements as the Recipient when submitting an invoice. For Minor subrecipients and Vendors, subrecipient or vendor invoice required. o Indirect Costs & Profit – No supporting documentation required with invoice. o Travel - Receipts are required only for: Lodging, Airfare, Rental car (including gasoline expenses), Bus/train.  Budget values:
o For entered and totaled (via calculation) CEC and Match share budget values: Round to the dollar ($1). o For all calculated currency values (e.g., rate x hours, rate x months, base amount, and rate x base amount): Round to the dollar ($1).
 Invoice values:
o For entered and totaled (via calculation) CEC and Match share expense invoice values: Round to the cent ($0.01). o For all calculated currency values (e.g., rate x hours, rate x months, base amount, and rate x base amount): Round to the cent ($0.01).
o SPECIAL CIRCUMSTANCE for calculated currency values: ONLY if a calculated value (e.g., rate x hours = actual labor expense) does NOT equal the actual expense, because of the decimal place rules provided for rates and quantity values listed above, it is acceptable to use as many decimal places as necessary for rates and quantity values listed above to ensure that the calculated value DOES equal the actual expense.

Invoice Supporting Documentation Requirements, per Budget Category:

The list below contains the supporting documentation that is required to be submitted with an invoice. IMPORTANT: The recipient and subrecipients must still retain supporting documentation for all project expenses in case of an audit (“supporting documents” are also known as “backup documents”).
o Direct Labor – No supporting documentation required with invoice. o Fringe Benefits – No supporting documentation required with invoice. o For all quantity values (e.g., # of hours, # of months, and # of units): Round to a maximum of two decimal places (e.g.,

50.12). You can round to less if desired, such as one decimal place (e.g., 50.1), or zero decimal places (e.g., 50).

Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Workbook Instructions
Input Data: Enter information as required in all cells highlighted in Blue.

Restricted Editing: All cells not highlighted in Blue are locked from editing. Locked cells include: cells with formulas highlighted in Gray or Light Yellow, cells with no color fill (white), etc.

For the Agreement Budget Template ONLY: Colored Tabs:

The "Equipment" and "Subrecipients & Vendors" budget category tabs are colored ORANGE to indicate that line item details can be entered for these budget categories. The other budget category tabs (Direct Labor, Fringe Benefits, Travel, Materials & Misc., and Indirect Costs & Profit) only contain category totals.

Regarding Confidential Information: Avoid disclosing trade secrets and confidential information on any agreement document, since these documents are publicly accessible.

Rules for decimal places on values:
 Budget and Invoice values:
o Rounding of any values, as described below, should be performed using standard rounding practices. o For all currency rates (e.g., Direct Labor, and Unit Cost): Round to the cent ($0.01). o For all percentage rates (e.g., Fringe Benefits, Indirect Cost, and Profit): Round to a maximum of two decimal places of a percent (e.g., 25.12%). You can round to less if desired, such as one decimal place (e.g., 25.1%), or zero decimal places (e.g., 25%).

Page 1 of 14 ends

FOR ECAMS SUPPORT TEAM ONLY: ADDING ROWS:

Updating Modification Date on Budgets:

FOR ECAMS SUPPORT TEAM ONLY: UPDATING "TEMPLATE VERSION" DATE:

ECAMS Support: For support on how to complete this template, please visit the ECAMS Resources web page. The link to this web page is provided in the cell below:

Page 2 of 14 ends

Template Version 08/23/2021 MM/DD/YYYY
Agreement Number
Name of Organization
Cost Category CEC Share Match Share Total
Direct Labor 1,034,959 $ - $ 1,034,959 $
Fringe Benefits 273,229 $ - $ 273,229 $
Total Labor 1,308,188 $ - $ 1,308,188 $
Travel 4,471 $ - $ 4,471 $
Equipment 792,928 $ 603,072 $ 1,396,000 $
Materials/Miscellaneous 60,940 $ 34,560 $ 95,500 $
Subrecipients/Vendors 180,000 $ - $ 180,000 $
Total Other Direct Costs 1,038,339 $ 637,632 $ 1,675,971 $ Indirect Costs 130,819 $ - $ 130,819 $
Profit
(not allowed for grant recipients) $ - - $ - $
Total Indirect and Profit 130,819 $ - $ 130,819 $
Grand Totals 2,477,346 $ 637,632 $ 3,114,978 $
Total CEC Reimbursable Funds Spent in California
or Paid to California-Based Entities
(if applicable)
$ -
Percentage of CEC Reimbursable Funds Spent in
California or Paid to California-Based Entities
Subrecipient
None
Date of Last Approved Agreement Budget Modification:

ZVI-22-024
GRID Alternatives Bay Area

AGREEMENT BUDGET
Category Budget
January 2023 Page 3 of 14
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 1,034,959 $ 1,034,959 $

AGREEMENT BUDGET
Direct Labor (Unloaded)
ZVI-22-024: GRID Alternatives Bay Area
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 4 of 14
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 273,229 $ - $ 273,229 $

AGREEMENT BUDGET
Fringe Benefits
ZVI-22-024: GRID Alternatives Bay Area
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 5 of 14
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 4,471 $ - $ 4,471 $

AGREEMENT BUDGET
Travel
ZVI-22-024: GRID Alternatives Bay Area
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 6 of 14
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task # Seller of item(s) Description Purpose # of Units Unit Cost Total:
# of Units x
Unit Cost
CEC
Share
Match
Share Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
E-1 5 TBD DC Fast Chargers DC Fast Chargers for offsite MFH charging 6.00 $40,000.00 $ 240,000 $ 103,680 136,320 $ $ 240,000 Select Yes or No
E-2 5 TBD Level 2 Chargers Level 2 Chargers for MFH charging 62.00 $8,000.00 $ 496,000 $ 214,272 281,728 $ $ 496,000 Select Yes or No
E-3 5 TBD
Solar equipment and battery
storage
Solar equipment (estimated 2.83 kW of solar per
charger) and battery storage to support EVSE 11.00 $60,000.00 $ 660,000 $ 285,120 374,880 $ $ 660,000 Select Yes or No
$ 603,072 792,928 $ 1,396,000 $
Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY CONDITIONAL FORMATTING APPLIED: If the "Line Item Revised Since Last Approved Budget?" column is changed to Yes, the text in the entire row will turn red in order to highlight the change.

Grand Totals

AGREEMENT BUDGET
Equipment
ZVI-22-024: GRID Alternatives Bay Area
Worksheet Specific Instructions
January 2023 Page 7 of 14
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 60,940 $ 34,560 $ 95,500 $
ZVI-22-024: GRID Alternatives Bay Area

AGREEMENT BUDGET
Materials & Miscellaneous
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 8 of 14
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task #
Subrecipient
(Please Use Legal
Name)
Enitity Number
(CA Secretary of State) Purpose
CA Business
Certifications DVBE/
SB/MB/None
CEC
Share
Match
Share Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
S-1 2
Site #1 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-2 2
Site #2 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-3 2
Site #3 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-4 2
Site #4 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-5 2
Site #5 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-6 2
Site #6 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-7 2
Site #7 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-8 2
Site #8 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-9 2
Site #9 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-10 2
Site #10 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No S-11 2
Site #11 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ - 15,000 $ $ 15,000 Select Yes or No Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Subrecipients & Vendors
ZVI-22-024: GRID Alternatives Bay Area
Subrecipients
January 2023 Page 9 of 14
ZVI-22-024
Bay Area Air Quality
Management District
S-12 2
Site #12 - Community
Group Outreach
Education
Community engagement, education, and
outreach efforts for EVSE implementation None $ 15,000 $ - $ 15,000 Select Yes or No Subrecipient Totals $ 180,000 $ 180,000 - $
January 2023 Page 10 of 14
ZVI-22-024
Bay Area Air Quality
Management District
I I
Reference ID Task #
Vendor
(Please Use Legal
Name)
Enitity Number
(CA Secretary of State) Purpose
CA Business
Certifications DVBE/
SB/MB/None
CEC
Share
Match
Share Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
V-1 None $ - $ - $ -
Select Yes or
No
V-2 None $ - $ - $ -
Select Yes or
No
V-3 None $ - $ - $ -
Select Yes or
No
V-4 None $ - $ - $ -
Select Yes or
No
V-5 None $ - $ - $ -
Select Yes or
No
V-6 None $ - $ - $ -
Select Yes or
No
V-7 None $ - $ - $ -
Select Yes or
No
V-8 None $ - $ - $ -
Select Yes or
No
V-9 None $ - $ - $ -
Select Yes or
No
V-10 None $ - $ - $ -
Select Yes or
No
$ - $ - $ -
CEC
Share
Match
Share Total
$ 180,000 $ 180,000 - $
Vendor Totals
Vendors
Worksheet Specific Instructions
CONDITIONAL FORMATTING APPLIED: If the "Line Item Revised Since Last Approved Budget?" column is changed to Yes, the text in the entire row will turn red in order to highlight the change.

Subrecipients & Vendors Grand Totals
Grand Totals
January 2023 Page 11 of 14
ZVI-22-024
Bay Area Air Quality
Management District

I I I I
Template Version 08/23/2021
CEC
Share
Match
Share Total
Indirect Costs Grand Totals $ 130,819 $ - $ 130,819
CEC
Share
Match
Share Total
Profit Grand Totals $ - $ - $ -
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Profit
Indirect Cost(s)
Select an Indirect Cost Rate Option

AGREEMENT BUDGET
Indirect Costs and Profit
ZVI-22-024: GRID Alternatives Bay Area
January 2023 Page 12 of 14
ZVI-22-024
Bay Area Air Quality
Management District
I
I
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
CEC Funds
Moving
Between
Categories
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
Match Funds
Moving
Between
Categories
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
1 $0 $0 Select Yes or
No
Has this
budget been
approved by
the Deputy
Director
(DD)?**
ZVI-22-024: GRID Alternatives Bay Area

AGREEMENT BUDGET
Budget Updates after Agreement Execution
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY CEC Share Funds Match Share Funds
All values should be rounded to the dollar ($1)
Reallocation Decrease Subtotal
Template Version 08/23/2021 Change # Date
Approved Budget Categories Brief Description of and Justification for Change Total
Amount of
CEC Funds
Moving
Between
Categories
Cumulative
CEC Total
(will reset
after DD
review)
2 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
3 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
January 2023 Page 13 of 14
ZVI-22-024
Bay Area Air Quality
Management District
-
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
CEC Funds
Moving
Between
Categories
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
Match Funds
Moving
Between
Categories
Has this
budget been
approved by
the Deputy
Director
(DD)?**
CEC Share Funds Match Share Funds
All values should be rounded to the dollar ($1) Change # Date Approved Budget Categories Brief Description of and Justification for Change Total
Amount of
CEC Funds
Moving
Between
Categories
Cumulative
CEC Total
(will reset
after DD
review)
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
10 $0 $0
8 $0 $0
Worksheet Specific Instructions
Rounding: All budget values should be rounded to the dollar ($1). Rounding of any values should be performed using standard rounding practices. **Regarding Deputy Director Approval: The cumulative total will reset automatically when it passes $300K, or the budget has been approved by the Deputy Director for any other reason listed in the Changes to Grants: Level of Approval and Notification Chart .

CONDITIONAL FORMATTING APPLIED: If the "Total Amount of CEC Funds Moving Between Categories" is greater than $300,000, the cell fill will turn orange with conditional formatting. This indicates an amendment is required with an even higher level of approval. Contact your CAM for more instructions. 4 $0
Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
7 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
$0 $0
Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
9 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
January 2023 Page 14 of 14
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
o Equipment – 1) For equipment that is equal to or greater than $100,000 per line item total (including both CEC and Match Funds), documentation showing the payment terms must be provided to the CAM. 2) CAM must be able to verify equipment purchases for: 1) equipment with a per line item incurred cost of $500,000 or greater; or 2) a single equipment vendor with $500,000 or more in equipment incurred costs. See Invoice Review Checklist for methods to verify. o Materials & Miscellaneous – Receipt required for any line item total that is $5,000 or more. o Subrecipients & Vendors – Major subrecipients (Budget of 100k or more) follow the same budget requirements as the Recipient when submitting an invoice. For Minor subrecipients and Vendors, subrecipient or vendor invoice required. o Indirect Costs & Profit – No supporting documentation required with invoice. o Travel - Receipts are required only for: Lodging, Airfare, Rental car (including gasoline expenses), Bus/train.  Budget values:
o For entered and totaled (via calculation) CEC and Match share budget values: Round to the dollar ($1). o For all calculated currency values (e.g., rate x hours, rate x months, base amount, and rate x base amount): Round to the dollar ($1).
 Invoice values:
o For entered and totaled (via calculation) CEC and Match share expense invoice values: Round to the cent ($0.01). o For all calculated currency values (e.g., rate x hours, rate x months, base amount, and rate x base amount): Round to the cent ($0.01).
o SPECIAL CIRCUMSTANCE for calculated currency values: ONLY if a calculated value (e.g., rate x hours = actual labor expense) does NOT equal the actual expense, because of the decimal place rules provided for rates and quantity values listed above, it is acceptable to use as many decimal places as necessary for rates and quantity values listed above to ensure that the calculated value DOES equal the actual expense.

Invoice Supporting Documentation Requirements, per Budget Category:

50.12). You can round to less if desired, such as one decimal place (e.g., 50.1), or zero decimal places (e.g., 50).

Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Workbook Instructions
Input Data: Enter information as required in all cells highlighted in Blue.

Restricted Editing: All cells not highlighted in Blue are locked from editing. Locked cells include: cells with formulas highlighted in Gray or Light Yellow, cells with no color fill (white), etc.

For the Agreement Budget Template ONLY: Colored Tabs:

Regarding Confidential Information: Avoid disclosing trade secrets and confidential information on any agreement document, since these documents are publicly accessible.

Page 1 of 13 ends

FOR ECAMS SUPPORT TEAM ONLY: ADDING ROWS:

Updating Modification Date on Budgets:

FOR ECAMS SUPPORT TEAM ONLY: UPDATING "TEMPLATE VERSION" DATE:

ECAMS Support: For support on how to complete this template, please visit the ECAMS Resources web page. The link to this web page is provided in the cell below:

Page 2 of 13 ends

Template Version 08/23/2021 MM/DD/YYYY
Agreement Number
Name of Organization
Cost Category CEC Share Match Share Total
Direct Labor 46,774 $ - $ 46,774 $
Fringe Benefits - $ 14,032 $ 14,032 $
Total Labor 46,774 $ 14,032 $ 60,806 $
Travel - $ - $ - $
Equipment - $ - $ - $
Materials/Miscellaneous 20,750 $ - $ 20,750 $
Subrecipients/Vendors 307,000 $ 193,000 $ 500,000 $
Total Other Direct Costs 327,750 $ 193,000 $ 520,750 $
Indirect Costs 4,677 $ - $ 4,677 $
Profit
(not allowed for grant recipients) $ - - $ - $
Total Indirect and Profit 4,677 $ - $ 4,677 $
Grand Totals 379,201 $ 207,032 $ 586,233 $
Total CEC Reimbursable Funds Spent in California
or Paid to California-Based Entities
(if applicable)
$ -
Percentage of CEC Reimbursable Funds Spent in
California or Paid to California-Based Entities
Subrecipient
None
Date of Last Approved Agreement Budget Modification:

ZVI-22-024
Marin Clean Energy

AGREEMENT BUDGET
Category Budget
January 2023 Page 3 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 46,774 $ - $ 46,774 $

AGREEMENT BUDGET
Direct Labor (Unloaded)
ZVI-22-024: Marin Clean Energy
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 4 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals - $ 14,032 $ 14,032 $

AGREEMENT BUDGET
Fringe Benefits
ZVI-22-024: Marin Clean Energy
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 5 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals - $ - $ - $

AGREEMENT BUDGET
Travel
ZVI-22-024: Marin Clean Energy
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 6 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task # Seller of item(s) Description Purpose # of Units Unit Cost Total:
# of Units x
Unit Cost
CEC
Share
Match
Share Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
E-1 $ - - $ Select Yes or
No
E-2 $ - - $ Select Yes or
No
E-3 $ - - $ Select Yes or
No
E-4 $ - - $ Select Yes or
No
E-5 $ - - $ Select Yes or
No
E-6 $ - - $ Select Yes or
No
E-7 $ - - $ Select Yes or
No
E-8 $ - - $ Select Yes or
No
E-9 $ - - $ Select Yes or
No
E-10 $ - - $ Select Yes or
No
$ - - $ - $
Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY CONDITIONAL FORMATTING APPLIED: If the "Line Item Revised Since Last Approved Budget?" column is changed to Yes, the text in the entire row will turn red in order to highlight the change.

Grand Totals

AGREEMENT BUDGET
Equipment
ZVI-22-024: Marin Clean Energy
Worksheet Specific Instructions
January 2023 Page 7 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Grand Totals 20,750 $ - $ 20,750 $
ZVI-22-024: Marin Clean Energy

AGREEMENT BUDGET
Materials & Miscellaneous
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY January 2023 Page 8 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task #
Subrecipient
(Please Use Legal
Name)
Enitity Number
(CA Secretary of State) Purpose
CA Business
Certifications DVBE/
SB/MB/None
CEC
Share
Match
Share Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
S-1 None $ - - $ $ -
Select Yes or
No
S-2 None $ - - $ $ -
Select Yes or
No
S-3 None $ - - $ $ -
Select Yes or
No
S-4 None $ - - $ $ -
Select Yes or
No
S-5 None $ - - $ $ -
Select Yes or
No
S-6 None $ - - $ $ -
Select Yes or
No
S-7 None $ - - $ $ -
Select Yes or
No
S-8 None $ - - $ $ -
Select Yes or
No
S-9 None $ - - $ $ -
Select Yes or
No
S-10 None $ - - $ $ -
Select Yes or
No
$ - - $ - $
Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Subrecipient Totals

AGREEMENT BUDGET
Subrecipients & Vendors
ZVI-22-024: Marin Clean Energy
Subrecipients
January 2023 Page 9 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Reference ID Task #
Vendor
(Please Use Legal
Name)
Enitity Number
(CA Secretary of State) Purpose
CA Business
Certifications DVBE/
SB/MB/None
CEC
Share
Match
Share Total
Line Item
Revised Since
Last Approved
Budget?
Revision Notes
V-1 7 TBD Networking fees None $50,000 - $ $ 50,000 Select Yes or No
V-2 7 TBD Warranty None $100,000 - $ $ 100,000 Select Yes or No
V-3 7 TBD Cloud plans None $50,000 - $ $ 50,000 Select Yes or No
V-4 7 TBD Operation & Maintenance None $107,000 193,000 $ $ 300,000 Select Yes or No
V-5 None $ - - $ $ -
Select Yes or
No
V-6 None $ - - $ $ -
Select Yes or
No
V-7 None $ - - $ $ -
Select Yes or
No
V-8 None $ - - $ $ -
Select Yes or
No
V-9 None $ - - $ $ -
Select Yes or
No
V-10 None $ - - $ $ -
Select Yes or
No
$ 193,000 307,000 $ 500,000 $
CEC
Share
Match
Share Total
$ 193,000 307,000 $ 500,000 $
Vendor Totals
Vendors
Worksheet Specific Instructions
CONDITIONAL FORMATTING APPLIED: If the "Line Item Revised Since Last Approved Budget?" column is changed to Yes, the text in the entire row will turn red in order to highlight the change.

Subrecipients & Vendors Grand Totals
Grand Totals
January 2023 Page 10 of 13
ZVI-22-024
Bay Area Air Quality
Management District
Template Version 08/23/2021
CEC
Share
Match
Share Total
Indirect Costs Grand Totals $ 4,677 $ - $ 4,677
CEC
Share
Match
Share Total
Profit Grand Totals $ - $ - $ -
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Profit
Indirect Cost(s)
Select an Indirect Cost Rate Option

AGREEMENT BUDGET
Indirect Costs and Profit
ZVI-22-024: Marin Clean Energy
January 2023 Page 11 of 13
ZVI-22-024
Bay Area Air Quality
Management District
I
I
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
CEC Funds
Moving
Between
Categories
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
Match Funds
Moving
Between
Categories
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
1 $0 $0 Select Yes or
No
Has this
budget been
approved by
the Deputy
Director
(DD)?**
ZVI-22-024: Marin Clean Energy

AGREEMENT BUDGET
Budget Updates after Agreement Execution
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY CEC Share Funds Match Share Funds
All values should be rounded to the dollar ($1)
Reallocation Decrease Subtotal
Template Version 08/23/2021 Change # Date
Approved Budget Categories Brief Description of and Justification for Change Total
Amount of
CEC Funds
Moving
Between
Categories
Cumulative
CEC Total
(will reset
after DD
review)
2 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
3 $0 $0 Select Yes or
No
Reallocation Decrease Subtotal
Reallocation Increase Subtotal
Total Budget Reallocation Between Budget Categories
January 2023 Page 12 of 13
ZVI-22-024
Bay Area Air Quality
Management District
-
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
CEC Funds
Moving
Between
Categories
FROM
(Approved
Budget Totals)
TO
(Revised
Budget Totals)
Amount of
Match Funds
Moving
Between
Categories
Has this
budget been
approved by
the Deputy
Director
(DD)?**
CEC Share Funds Match Share Funds
All values should be rounded to the dollar ($1) Change # Date Approved Budget Categories Brief Description of and Justification for Change Total
Amount of
CEC Funds
Moving
Between
Categories
Cumulative
CEC Total
(will reset
after DD
review)
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
Direct Labor $ - $ - $ - $ - $ - $ -
Fringe Benefits $ - $ - $ - $ - $ - $ -
Travel $ - $ - $ - $ - $ - $ -
Equipment $ - $ - $ - $ - $ - $ -
Materials/Misc. $ - $ - $ - $ - $ - $ -
Subrecipients/Vendors $ - $ - $ - $ - $ - $ -
Indirect Cost $ - $ - $ - $ - $ - $ -
Profit (not allowed for grant
recipients)
$ - $ -
$ -
$ - $ -
$ -
Totals $ - $ - $ - $ - $ - $ -
$ - $ -
$ - $ -
$ - $ -
10 $0 $0
8 $0 $0
Worksheet Specific Instructions
Rounding: All budget values should be rounded to the dollar ($1). Rounding of any values should be performed using standard rounding practices. **Regarding Deputy Director Approval: The cumulative total will reset automatically when it passes $300K, or the budget has been approved by the Deputy Director for any other reason listed in the Changes to Grants: Level of Approval and Notification Chart .

EXHIBIT C

ZERO-EMISSION VEHICLE INFRASTRUCTURE (ZVI) TERMS AND

CONDITIONS (MODIFIED)

TABLE OF CONTENTS
SECTION PAGE NO.

1. Grant Agreement.................................................................................................... 2

2. Documents Incorporated by Reference ............................................................... 2

3. Funding Limitations............................................................................................... 3

4. Due Diligence ......................................................................................................... 3

5. Products ................................................................................................................. 3

6. Reports ................................................................................................................... 3

7. Publications - Legal Statement on Reports and Products ................................. 5

8. Changes to the Agreement ................................................................................... 5

9. Contracting and Procurement Procedures.......................................................... 6

10. Bonding and Insurance ......................................................................................... 8

11. Permits and Clearances ........................................................................................ 8

12. Equipment .............................................................................................................. 8

13. Termination............................................................................................................. 9

14. Stop Work ............................................................................................................. 10

15. Travel and Per Diem............................................................................................. 10

16. Standard of Performance .................................................................................... 11

17. Payment of Funds................................................................................................ 12

18. Fiscal Accounting Requirements ....................................................................... 14

19. Indemnification..................................................................................................... 17

20. Workers' Compensation Insurance .................................................................... 17

21. General Provisions .............................................................................................. 17

22. Certifications and Compliance............................................................................ 19

23. Site Visits.............................................................................................................. 21

24. Confidential Recipient Information..................................................................... 21

25. Recipient of Confidential Information and Personal Information .................... 22

26. Buget Contingency Clause ................................................................................. 24

27. Public Works -- Payment of Prevailing Wages .................................................. 24

28. Intellectual Property............................................................................................. 26

29. Commission Remedies for Recipient’s Non-Compliance ................................ 26

30. Assembly Bill 841 (2020) ..................................................................................... 26

31. Decoupling Products from Invoices................................................................... 29

32. Quarterly Instead of Monthly Reports ................................................................ 29

33. New Requirement for Monthly Calls with the CAM ........................................... 29

34. Amendments and Other Changes ...................................................................... 29

35. Budgets and Payment of Funds ......................................................................... 32

36. Incurred Costs...................................................................................................... 36

37. Subrecipients and Vendors................................................................................. 37

38. Match Fund Timing .............................................................................................. 39 May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 2 of 40 Bay Area Air Quality Management District

TERMS AND CONDITIONS

1. Grant Agreement
This project is being funded with a grant from the California Energy Commission’s (Energy Commission) Zero-emission Vehicle Infrastructure (ZVI) Program.

This Agreement is comprised of the grant funding award, the Terms and Conditions, and all attachments. These Terms and Conditions are standard requirements for grant awards. The Energy Commission may impose additional special conditions in this grant Agreement that address the unique circumstances of this project. Special conditions that conflict with these standard provisions take precedence.

The Recipient’s authorized representative shall sign all copies of this Agreement and return all signed packages to the Energy Commission's Grants and Loans Office within 30 days. Failure to meet this requirement may result in the forfeiture of this award. When all required signatures are obtained, an executed copy will be returned to the Recipient.

The term of this Agreement or the Agreement Period is the length of this Agreement between the Energy Commission and the Recipient. Project means Recipient’s specific project that is funded in whole or in part by this Agreement. The Recipient’s project may coincide with or extend outside the Agreement Period.

All reimbursable work and/or the expenditure of funds must occur within the approved term of this Agreement. The Energy Commission cannot authorize any payments until all parties sign this Agreement.

2. Documents Incorporated by Reference
The documents below are incorporated by reference into this Agreement. These terms and conditions will govern in the event of a conflict with the documents below, with the exception of the documents in subsection (f). Where this Agreement or California laws and regulations are silent or do not apply, the Energy Commission will use the federal cost principles and acquisition regulations listed below as guidance in determining whether reimbursement of claimed costs is allowable.

Documents incorporated by reference include:

Solicitation Documents (if award is made through a competitive solicitation) a. The funding solicitation under which this Agreement was awarded b. The Recipient’s proposal submitted in response to the solicitation Federal Cost Principles (applicable to state and local governments, Indian tribes, institutions of higher education, and nonprofit organizations) c. 2 Code of Federal Regulations (CFR) Part 200, Subpart E (Sections 200.400 et seq.)

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 3 of 40 Bay Area Air Quality Management District
Federal Acquisition Regulations (applicable to commercial organizations) d. 48 CFR, Ch.1, Subchapter E, Part 31, Subpart 31.2: Contracts with Commercial Organizations (supplemented by 48 CFR, Ch. 9, Subchapter E, Part 931, Subpart 931.2 for Department of Energy grants)
Nondiscrimination
e. 2 California Code of Regulations, Section 11099 et seq.: Contractor Nondiscrimination and Compliance
General Laws
f. Any federal, state, or local laws or regulations applicable to the project that are not expressly listed in this Agreement

3. Funding Limitations
Any federal, State, and local laws and regulations applicable to your project not expressly listed in this Agreement are incorporated herein as part of this Agreement.

4. Due Diligence
The Recipient is required to take timely actions which, taken collectively, move this project to completion. The Energy Commission Agreement Manager (CAM) will periodically evaluate the Schedule of Products and Due Dates for completion of the Statement of Work tasks. If the CAM determines (1) the Recipient is not being diligent in completing the tasks in the Statement of Work or (2) the time remaining in this Agreement is insufficient to complete all project work tasks by the approved Agreement end term date, the CAM may recommend that this Agreement be terminated, and the Agreement may, without prejudice to any of the Energy Commission’s remedies, be terminated.

5. Products
Products are defined as any tangible item specified in the Statement of Work.

Unless otherwise directed, draft copies of all products identified in the Work Statement shall be submitted to the CAM for review and comment. The Recipient will submit an original and two copies of the final version of all products to the CAM.

6. Reports
a. Progress Reports
The Recipient shall submit progress reports to the CAM as indicated in the Special Conditions or Work Statement. At a minimum, each progress report shall include the following:

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 4 of 40 Bay Area Air Quality Management District
Work Statement: This section should include a brief restatement of the approved tasks in the Work Statement and a report on the status of each, including a discussion of any products due and whether or not the project is progressing according to schedule. This section also should include a discussion of any problems encountered, proposed changes to the tasks in the Work Statement, and anticipated accomplishments in the upcoming quarter.

Financial Status: This section should include a narrative report comparing costs incurred to date with the approved Budget. The report should state whether or not the project is progressing within the approved Budget and discuss any proposed changes.

Additional Information: Additional information may be required in the progress reports as specified in the Work Statement or Special Conditions. b. Final Reports
A draft final report shall be submitted to the CAM in accordance with the currently approved Schedule of Products and Due Dates. At a minimum, the report shall include:
• Table of Contents.
• Abstract.
• A brief summary of the objectives of the project and how these objectives were accomplished.
• Any findings, conclusions, or recommendations for follow-up or ongoing activities that might result from the successful completion of the project.
• A statement of future intent of the grant Recipient to maintain or further develop the project.
• A consolidated list of subcontractors funded in whole or in part by the grant Recipient. Include the name, address, concise statement of work done, period, and value of each.
• Additional information as specified in this Agreement or as directed by the CAM.

The CAM will review the draft report. The Recipient will incorporate applicable comments and submit the final report (the original and two copies) to the CAM. c. Rights in Reports
The Energy Commission reserves the right to use and reproduce all reports and data produced and delivered pursuant to this Agreement, and reserves the right to authorize others to use or reproduce such materials. Each report becomes the property of the Energy Commission.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 5 of 40 Bay Area Air Quality Management District
d. Failure to Comply with Reporting Requirements
Failure to submit a product required in the Scope of Work may be considered material noncompliance with the Agreement terms. Without prejudice to any other remedies, noncompliance may result in actions such as the withholding of future payments or awards, or the suspension or termination of the Agreement.

7. Publications - Legal Statement on Reports and Products The Recipient is encouraged to publish or otherwise make publicly available the results of the work conducted under the award.

No product or report produced as a result of work funded by this program shall be represented to be endorsed by the Energy Commission, and all such products or reports shall include the following statement:

LEGAL NOTICE
This document was prepared as a result of work sponsored by the California Energy Commission. It does not necessarily represent the views of the Energy Commission, its employees, or the State of California. The Energy Commission, the State of California, its employees, contractors, and subcontractors make no warranty, express or implied, and assume no legal liability for the information in this document; nor does any party represent that the use of this information will not infringe upon privately owned rights.

8. Changes to the Agreement
a. Procedure for Requesting Changes
The Recipient must submit a written request to the CAM for any change to the Agreement. The request must include:
• A brief summary of the proposed change;
• A brief summary of the reason(s) for the change;
• Justification for the change; and
• The revised section(s) of the Agreement, with changes made in underline/ strikethrough format.
b. Approval of Changes
No amendment or variation of this Agreement shall be valid unless made in writing and signed by both of the parties except for the Commission’s unilateral termination rights in Section 13 of these terms. No oral understanding or agreement is binding on any of the parties. Changes to the Agreement must be approved at a Commission business meeting or by the Executive Director (or his/her designee).

The CAM or Commission Agreement Officer will provide the Recipient with guidance regarding the level of Commission approval required for a proposed change.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 6 of 40 Bay Area Air Quality Management District
c. Personnel or Subcontractor Changes
All changes below require advance written approval by the CAM, in addition to the appropriate level of Commission approval as described in subsection (b).
1) Replacement of Key Personnel, Subcontractors, and Vendors The CAM must provide advance written approval of the replacement of personnel, subcontractors, and vendors who are identified in the Agreement and are critical to the outcome of the project, such as the Project Manager.
2) Assignment of New Personnel to an Existing Job Classification If the Recipient or a subcontractor seeks to assign new personnel to a job classification identified in Exhibit B, the Recipient or subcontractor must submit the individual’s resume and proposed job classification and rate to the CAM for approval. The proposed rate may not exceed the maximum rate identified for the job classification. Neither the Recipient nor any subcontractor may use the job classifications or rates of their subcontractors for personnel.

If the individual performs any work prior to the effective date of the amendment documenting the change, the Recipient will bear the expense of the work.
3) Promotion of Existing Personnel (Applies to Recipients and major subcontractors)
Promotion of existing Recipient and major subcontractor personnel to rates higher than those listed for their current classification in Exhibit B will not be approved. If the actual rates (e.g., direct labor rates, fringe benefit rates, and indirect rates) exceed the approved rates in the Budget, the difference may be charged to the agreement as a match share expenditure.
4) Addition of job classifications and changes in hours. 5) Increased direct operating expenses and rates that exceed the expenses and rates identified in Exhibit B.

9. Contracting and Procurement Procedures
This section provides general requirements for an agreement between the Recipient and a third party (“subcontractor”).

All subcontracts must be submitted to the CAM for review prior to execution. For subcontracts that are listed as “to be determined” in the Budget, the Recipient must submit a revised Budget to the CAM, identifying the subcontractor and specific items of cost expected to be incurred by that subcontractor. In addition, Recipient must have a fully executed subcontract before the subcontractor can incur any costs for which the Recipient will seek reimbursement.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 7 of 40 Bay Area Air Quality Management District
The Recipient is required, where feasible, to employ contracting and procurement practices that promote open competition for all goods and services needed to complete this project. Recipient shall obtain price quotes from an adequate number of sources for all subcontracts.

The Energy Commission will defer to the Recipient's own regulations and procedures as long as they reflect applicable state and local laws and regulations and are not in conflict with the minimum standards specified in this Agreement.

Upon request, the Recipient must submit to the CAM a copy of all solicitations for services or products required to carry out the terms of this Agreement and copies of the proposals or bids received.

The Recipient is responsible for handling all contractual and administrative issues arising out of or related to any subcontracts it enters into under this Agreement.

All subcontracts must incorporate all of the following:
• A clear and accurate description of the material, products, or services to be procured as well as a detailed budget and timeline.
• Provisions that allow for administrative, contractual, or legal remedies in instances where subcontractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. • Provisions for termination by the Recipient, including termination procedures and the basis for settlement.
• Language conforming to the "Nondiscrimination" provision in this Agreement. • The Standard of Performance provisions specified in this Agreement. • Retention of Records provisions specified in this Agreement. • Audits provisions specified in this Agreement.
• Language conforming to the “Indemnification” provision in this Agreement. • Public Work -- Payment of Prevailing Wages Generally Required by Law provisions in this Agreement.
• Assembly Bill 841 (2020) provision specified in this Agreement. • Language conforming to the Equipment provision in this Agreement, if applicable to the subcontract.

Recipients who are subcontracting with University of California (UC) may use the terms and conditions negotiated by the Energy Commission with UC for their subcontracts. Recipients who are subcontracting with the Department of Energy (DOE) national laboratories may use the terms and conditions negotiated with DOE.

Without limiting any of the Commission’s other remedies, failure to comply with the above requirements may result in the termination of this Agreement.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 8 of 40 Bay Area Air Quality Management District

10. Bonding and Insurance
The Recipient will follow its own bonding and insurance requirements relating to bid guarantees, performance bonds, and payment bonds without regard to the dollar value of the subcontract(s) as long as they reflect applicable state and local laws and regulations.

11. Permits and Clearances
The Recipient is responsible for ensuring all necessary permits and environmental documents are prepared and clearances are obtained from the appropriate agencies.

12. Equipment
Equipment is defined as having a useful life of at least one year, having an acquisition unit cost of at least $5,000, and purchased with Energy Commission funds. Equipment means any products, objects, machinery, apparatus, implements or tools purchased, used or constructed within the Project, including those products, objects, machinery, apparatus, implements or tools from which over thirty percent (30%) of the equipment is composed of materials purchased for the Project. For purposes of determining depreciated value of equipment used in the Agreement, the Project shall terminate at the end of the normal useful life of the equipment purchased, funded and/or developed with Energy Commission funds. The Energy Commission may determine the normal useful life of such equipment. This section 12 shall not apply to equipment purchased wholly with match funding.
a. Title to Equipment
Title to the following equipment acquired wholly or in part with grant funds shall vest in the Recipient, unless Recipient requests and the CAM in writing approves vesting equipment with another entity. If the CEC approves Recipient’s request to transfer the equipment title to another entity, the Recipient shall require in its agreement with the other entity that the other entity cannot further transfer the equipment without CAM written approval. The Recipient, whether it is a party or not, shall ensure that every agreement transferring equipment title shall include the requirement that CAM written approval is required before any further transfer of equipment title can occur.
b. Use and Disposition of Equipment
The equipment title holder shall use the equipment in the project or program for which it was acquired as long as needed, whether or not the project or program continues to be supported by grant funds, and the equipment title holder shall not encumber the property without CAM written approval. When no longer needed for the original project or program, the equipment title holder shall contact the CAM for disposition instructions.
c. Equipment Operating Costs
May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 9 of 40 Bay Area Air Quality Management District
The Recipient shall be responsible for payment of all operating costs for the first five years of operation of each item of equipment, except for leases, rents, royalties, utilities and electric power for charging and supporting elements, whether the Recipient is the equipment title holder or not. Operating costs include but are not limited to payment of licenses, fees, taxes, revenue sharing, networking fees and maintenance costs. If there are any costs related to leases, rents, royalties, utilities, and electric power for charging and supporting elements such as lighting, the Recipient shall ensure these costs are covered by the equipment title holder or other third parties. The equipment title holder shall be responsible for all operating costs after the first five years of operation of each item of equipment. The Recipient shall flow down this section 12 to any CAM-approved new equipment title holders and shall require them to do the same to any subsequent CAM-approved new equipment title holders.

13. Termination
This project may be terminated for any reason set forth below. a. With Cause
The Energy Commission may, for cause, terminate this Agreement upon giving five (5) calendar days advance written notice to the Recipient. In this event, the Recipient will use all reasonable efforts to mitigate its expenses and obligations.

The term “for cause” includes but is not limited to the following:
• Partial or complete loss of match funds;
• Reorganization to a business entity unsatisfactory to the Energy Commission;
• Retention or hiring of subcontractors, or replacement or addition of personnel, that fail to perform to the standards and requirements of this Agreement;
• The Recipient’s inability to pay its debts as they become due and/or the Recipient’s default of an obligation that impacts its ability to perform under this Agreement; or
• Significant change in state or Energy Commission policy such that the work or product being funded would not be supported by the Commission.
b. Without Cause
The Energy Commission may terminate this Agreement without cause upon giving thirty (30) days advance written notice to the Recipient. In this event, the Recipient will use all reasonable efforts to mitigate its expenses and obligations.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 10 of 40 Bay Area Air Quality Management District
c. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6- 22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Recipient is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Recipient advance written notice of such termination, allowing Recipient at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

14. Stop Work
Energy Commission staff may, at any time, by written notice to Recipient, require Recipient to stop all or any part of the work tasks in this Agreement. Stop work orders may be issued for reasons such as a project exceeding budget, standard of performance, out of scope work, delay in Project schedule, misrepresentations and the like.
a. Compliance. Upon receipt of such stop work order, Recipient shall immediately take all necessary steps to comply therewith and to stop the incurrence of costs allocable to the Energy Commission. b. Canceling a Stop Work Order. Recipient shall resume the work only upon receipt of written instructions from Energy Commission staff.

15. Travel and Per Diem
a. The Recipient shall be reimbursed for travel and per diem expenses using the same rates provided to non-represented State employees. The Recipient must pay for travel in excess of these rates. The Recipient may obtain current rates from the Energy Commission’s Web Site at:
http://www.energy.ca.gov/contracts/TRAVEL_PER_DIEM.PDF. b. For purposes of payment, Recipient's headquarters shall be considered the location of the Recipient's office where the employees’ assigned responsibilities for this award are permanently assigned. c. Travel identified in the Budget section of this Agreement is approved and does not require further authorization.
d. Travel that is not included in the Budget section of this Agreement shall require written authorization from the CAM and Commission Agreement Officer prior to travel departure. The Energy Commission will reimburse travel expenses from the Recipient's office location.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 11 of 40 Bay Area Air Quality Management District
e. The Recipient must retain documentation of travel expenses in its financial records. The documentation must be listed by trip and include dates and times of departure and return, departure and destination cities. Travel receipts, including for travel meals and incidentals, shall be submitted with payment requests requesting reimbursement from the Energy Commission.

16. Standard of Performance
Recipient, its subcontractors and their employees, in the performance of Recipient's work under this Agreement shall be responsible for exercising the degree of skill and care required by customarily accepted good professional practices and procedures used in the Recipient’s field.

Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re-performance of the work, as directed by CAM, shall be borne in total by Recipient and not the Energy Commission. The failure of a project to achieve the performance goals and objectives stated in the Work Statement is not a basis for requesting re-performance unless the work conducted by Recipient and/or its subcontractors is deemed by the Energy Commission to have failed the foregoing standard of performance.

In the event Recipient/subcontractor fails to perform in accordance with the above standard:
a. Recipient/subcontractor will re-perform, at its own expense, any task which was not performed to the reasonable satisfaction of the CAM. Any work re-performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved.

Recipient/subcontractor shall work any overtime required to meet the deadline for the task at no additional cost to the Energy Commission; b. The Energy Commission shall provide a new schedule for the re-performance of any task pursuant to this paragraph in the event that re-performance of a task within the original time limitations is not feasible; and c. The Energy Commission shall have the option to direct Recipient/subcontractor not to re-perform any task which was not performed to the reasonable satisfaction of the CAM pursuant to application of (a) and (b) above. In the event the Energy Commission directs
Recipient/subcontractor not to re-perform a task, the Energy Commission and Recipient shall negotiate a reasonable settlement for satisfactory work performed. No previous payment shall be considered a waiver of the Energy Commission's right to reimbursement.

Nothing contained in this section is intended to limit any of the rights or remedies which the Energy Commission may have under law.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 12 of 40 Bay Area Air Quality Management District

17. Payment of Funds
The Energy Commission agrees to reimburse the Recipient for actual allowable expenditures incurred in accordance with the Budget. The rates in the Budget are rate caps, or the maximum amount allowed to be billed.

The Recipient can only bill for actual expenses incurred at the Recipient’s actual rates not to exceed the rates specified in the Budget (e.g., direct labor rates, fringe benefit rates, and indirect rates). For example, if the Budget includes an employee’s hourly rate of $50/hour but the employee is only paid $40/hour, the Recipient can only bill for $40/hour. Under the same example, if the employee earned $70/hour but the Budget only lists $50/hour, the Recipient can only bill for $50. Another example is if the maximum fringe benefit rate listed in the Budget is 20% but the Recipient’s actual fringe benefit rate is only 15%, the Recipient can only bill at 15%. If the actual rates (e.g., direct labor rates, fringe benefit rates, and indirect rates) exceed the approved rates in the Budget, the difference may be charged to the agreement as a match share expenditure.
a. Payment Requests
The Recipient may request payment from the Energy Commission at any time during the term of this Agreement. The final payment request must be received by the Energy Commission by either (1) the approved agreement end term date or (2) the date specified in the Special Terms and Conditions of this agreement (if any), whichever is earlier.

Payments will generally be made on a reimbursement basis for Recipient expenditures, i.e., after the Recipient has incurred the cost for a service, product, supplies, or other approved budget item. No reimbursement for food or beverages shall be made other than allowable per diem charges.

Funds in this Agreement have a limited period in which they must be expended. All Recipient expenditures must occur within the approved term of this Agreement.
b. Documentation
All payment requests must be submitted using a completed Payment Request form. This form must be accompanied by an itemized list of all charges and copies of all receipts or invoices necessary to document these charges for both Energy Commission and match share, including backup documentation for actual expenditures, such as time cards, vendor invoices, and proof of payment. Any payment request that is submitted without the itemization will not be authorized. If the itemization or documentation is incomplete, inadequate, or inaccurate, the CAM will inform the Recipient via a Dispute Notification Form (Std. 209) and hold the invoice until all required information is received or corrected. Any penalties imposed on the Recipient by a subcontractor because of delays in payment will be paid by the Recipient.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 13 of 40 Bay Area Air Quality Management District
Any documentation in foreign currency must be converted to dollars, and the conversion rate must be included in your itemization.
c. Certification
The following certification shall be included on each Payment Request form and signed by the Recipient’s authorized officer:

I certify that this invoice is correct and proper for payment, and reimbursement for these costs has not and will not be
received from any other sources, including but not limited to a government entity contract, subcontract or other procurement method.

Additional certification required related to the payment of prevailing wages. Refer to section 26 of these terms and conditions for more information.
d. Government Entity
Government Entity is defined as a governmental agency from California or any state or a state college or state university from California or any state; a local government entity or agency, including those created as a Joint Powers Authority; an auxiliary organization of the California State University or a California community college; the Federal Government; a foundation organized to support the Board of Governors of the California Community Colleges or an auxiliary organization of the Student Aid Commission established under Education Code 69522.
e. Release of Funds
The CAM will not process any payment request during the Agreement term until the following conditions have been met:
• All required reports have been submitted and are satisfactory to the CAM.
• All applicable special conditions have been met.
• All appropriate permits or permit waivers from governmental agencies have been issued to the Recipient and copies have been received by the CAM.
• All products due have been submitted and are satisfactory to the CAM. • Other prepayment conditions as may be required by the CAM have been met. Such conditions will be specified in writing ahead of time, if possible.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 14 of 40 Bay Area Air Quality Management District
f. Fringe Benefits, Indirect Overhead, and General and Administrative (G&A) Indirect cost rates must be developed in accordance with generally accepted accounting principles. If the Recipient has an approved fringe benefits or indirect cost rate (indirect overhead or G&A) from their cognizant Federal Agency, the Recipient may bill at the federal rate up to the Budget rate caps if the following conditions are met:
• The Recipient may bill at the federal provisional rate but must adjust annually to reflect their actual final rates for the year in accordance with the Labor, Fringe, and Indirect Invoicing Instructions which can be accessed in this agreement.
• The cost pools used to develop the federal rates must be allocable to the Energy Commission Agreement, and the rates must be
representative of the portion of costs benefiting the Energy Commission Agreement. For example, if the federal rate is for manufacturing overhead at the Recipient’s manufacturing facility and the Energy Commission Agreement is for research and development at their research facility, the federal indirect overhead rate would not be applicable to the Energy Commission Agreement.
• The federal rate must be adjusted to exclude any costs that are specifically prohibited in the Energy Commission Agreement. • The Recipient may only bill up to the Agreement Budget rate caps unless and until an amendment to the Agreement Budget is approved. g. Retention
It is the Energy Commission's policy to retain 10 percent of any payment request or 10 percent of the total Energy Commission award at the end of the project. After the project is complete the Recipient must submit a completed payment request form requesting release of the retention. The CAM will review the project file and, when satisfied that the terms of the funding Agreement have been fulfilled, will authorize release of the retention. h. State Controller’s Office
Payments are made by the State Controller’s Office.

18. Fiscal Accounting Requirements
a. Accounting and Financial Methods
The Recipient shall establish a separate ledger account or fund for receipt and disbursement of Energy Commission funds for each project funded by the Energy Commission. Expenditure details must be maintained in accordance with the approved budget details using appropriate accounting practices.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 15 of 40 Bay Area Air Quality Management District
b. Retention of Records
The Recipient shall retain all project records (including financial records, progress reports, and payment requests) for a minimum of three (3) years after the final payment has been received or three years after the federal grant term, whichever is later, unless otherwise specified in the funding Agreement.

Records for nonexpendable personal property acquired with grant funds shall be retained for three years after its final disposition or three years after the federal grant term, whichever is later.
c. Audits
Upon written request from the Energy Commission, the Recipient shall provide detailed documentation of all expenses at any time throughout the project. In addition, the Recipient agrees to allow the Energy Commission or any other agency of the State, or their designated representative, upon written request, to have reasonable access to and the right of inspection of all records that pertain to the project during the term of this Agreement and for a period of three (3) years thereafter or three years after the federal grant term, whichever is later, unless the Energy Commission notifies the Recipient, prior to the expiration of such three-year period, that a longer period of record retention is necessary. Further, the Recipient agrees to incorporate an audit of this project within any scheduled audits, when specifically requested by the State. Recipient agrees to include a similar right to audit in any subcontract.

Recipients are strongly encouraged to conduct annual audits in accordance with the single audit concept. The Recipient should provide two copies of the independent audit report and any resulting comments and correspondence to the CAM within 30 days of the completion of such audits. d. Match Share Requirements
Match Share means cash or in-kind (non-cash) contributions provided by Recipient, subcontractors or third parties that will be used in performance of this Agreement.

The Recipient agrees to provide the Minimum Match Share Percentage of Total Allowable Project Costs, even if the Agreement is terminated early or otherwise ends before project completion. The Minimum Match Share Percentage is the Minimum Match Share Required (as specified on the CEC-146) divided by the Total of Reimbursable Amount and Minimum Match Share Required (as specified on the CEC-146). Total Allowable Project Costs is the sum of all actual, allowable costs incurred in performance of the Agreement and approved by the Energy Commission.

For example, if the CEC-146 specifies the following,
May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 16 of 40 Bay Area Air Quality Management District
Reimbursable Amount
$200,000
Minimum Match Share Required
$50,000
Total of Reimbursable Amount and Minimum Match Share Required $250,000
Minimum Match Share Percentage of Total Allowable Project Costs 20%
the Recipient agrees to be liable for a minimum of 20% ($50,000 divided by $250,000) of Total Allowable Project Costs. In this example and at the end of the agreement, if Total Allowable Project Costs is $125,000, the Recipient shall have provided a minimum of $25,000 ($125,000 times 20%) as match share.

Without limiting any of the Energy Commission’s other rights or remedies, the Recipient agrees that if it fails to provide the Minimum Match Share Percentage of Total Allowable Project Costs, and if requested by the Energy Commission, the Recipient shall repay an amount to ensure the Recipient provides, at a minimum, the Minimum Match Share Percentage of Total Allowable Project Costs.

For example, and building upon the previous example, if:

A. Energy Commission funds disbursed = $110,000
B. Match Share Documented and Approved = $15,000
C. Total Allowable Project Costs = $125,000 (Line A plus Line B) D. Minimum Match Share Percentage of Total Allowable Project Costs = 20%
E. Minimum Match Share Amount Required = $25,000 (Line C multiplied by Line D)
the Energy Commission may request, and the Recipient would be required to repay upon such request, $10,000 (Line E minus Line B) to the Energy Commission.

The maximum amount to be reimbursed by the Energy Commission under this Agreement is the Reimbursable Amount specified on the CEC-146. The Energy Commission award amount is fixed and will not be augmented. If actual Total Allowable Project Costs exceed estimated Total Allowable Project Costs, the Recipient is responsible for those additional costs.

The Recipient must maintain accounting records detailing the expenditure of the Match Share and provide documentation of expenditures as described in May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 17 of 40 Bay Area Air Quality Management District
this Agreement (e.g., under this Exhibit C “Payment of Funds” and “Fiscal Accounting Requirements”).

In the event of any conflict or inconsistency between the Minimum Match Share Required specified on the CEC-146 and the Match Share specified on other Exhibits to this Agreement, the Minimum Match Share Required specified on the CEC-146 shall control.

19. Indemnification
The Recipient agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all claims and losses accruing or resulting to Recipient and to any and all contractors, subcontractors, materialmen, laborers, and any other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by the Recipient in the performance of this Agreement.

20. Workers' Compensation Insurance
a. Recipient hereby warrants that it carries Worker's Compensation Insurance for all of its employees who will be engaged in the performance of this Agreement, and agrees to furnish to the CAM satisfactory evidence of this insurance at any time the CAM may request.
b. If Recipient is self-insured for worker's compensation, it hereby warrants such self-insurance is permissible under the laws of the State of California and agrees to furnish to the CAM satisfactory evidence of this insurance at any time the CAM may request.

21. General Provisions
a. Governing Law
It is hereby understood and agreed that this Agreement shall be governed by the laws of the State of California as to interpretation and performance. b. Independent Capacity
The Recipient, and the agents and employees of the Recipient, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the Energy Commission. c. Assignment
Without the written consent of the Energy Commission in the form of a formal written amendment, this Agreement is not assignable or transferable by Recipient either in whole or in part.
d. Timeliness
Time is of the essence in this Agreement.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 18 of 40 Bay Area Air Quality Management District
e. Unenforceable Provision
In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. f. Waiver
No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative, that is, in addition to every other remedy provided therein or by law.
g. Assurances
The Energy Commission reserves the right to seek further written assurances from the Recipient and its team that the work of the project under this Agreement will be performed consistent with the terms of the Agreement. h. Change in Business
(1) Recipient shall promptly notify the Energy Commission of the occurrence of each of the following:
(a) A change of address.
(b) A change in the business name or ownership.
(c) The existence of any litigation or other legal proceeding affecting the project.
(d) The occurrence of any casualty or other loss to project personnel, equipment or third parties of a type commonly covered by insurance.
(e) Receipt of notice of any claim or potential claim against Recipient for patent, copyright, trademark, service mark and/or trade secret infringement that could affect the Energy
Commission’s rights.
(2) Recipient shall not change or reorganize the type of business entity under which it does business except upon prior written notification to the Energy Commission. A change of business entity or name change requires an amendment assigning or novating the Agreement to the changed entity. In the event the Energy Commission is not satisfied that the new entity can perform as the original Recipient, the Energy Commission may terminate this Agreement as provided in the termination paragraph.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 19 of 40 Bay Area Air Quality Management District
i. Survival of Terms
It is understood and agreed that certain provisions shall survive the completion or termination date of this Agreement for any reason. The provisions include, but are not limited to:
• “Payments of Funds”
• “Equipment”
• “Change in Business”
• “Termination”
• “Audit”
• “Indemnification”
• “Fiscal Accounting Requirements”

22. Certifications and Compliance
a. Federal, State and Municipal Requirements
Recipient must obtain any required permits and shall comply with all applicable federal, State, and municipal laws, rules, codes, and regulations for work performed under this Agreement.
b. Nondiscrimination Statement of Compliance
During the performance of this Agreement, Recipient and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition (cancer), age, marital status, and denial of family care leave. Recipient and its subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and harassment. Recipient and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Sections 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4.1 of Title 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part of it as if set forth in full. Recipient and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

The Recipient shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 20 of 40 Bay Area Air Quality Management District
c. Drug-Free Workplace Certification
By signing this Agreement, the Recipient hereby certifies under penalty of perjury under the laws of the State of California that the Recipient will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) and will provide a drug-free workplace by taking the following actions:
(1) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations as required by Government Code Section 8355(a)(1).
(2) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
• The dangers of drug abuse in the workplace;
• The person's or organization's policy of maintaining a drug-free workplace;
• Any available counseling, rehabilitation, and employee assistance programs; and
• Penalties that may be imposed upon employees for drug abuse violations.
(3) Provide, as required by Government Code Section 8355(a)(3), that every employee who works on the proposed project:
• Will receive a copy of the company's drug-free policy statement; • Will agree to abide by the terms of the company's statement as a condition of employment on the project.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both, and the Recipient may be ineligible for any future State awards if the Energy Commission determines that any of the following has occurred: (1) the Recipient has made false certification, or (2) violates the certification by failing to carry out the requirements as noted above.
d. Child Support Compliance Act (Applicable to California Employers) For any Agreement in excess of $100,000, the Recipient acknowledges that:

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 21 of 40 Bay Area Air Quality Management District
• It recognizes the importance of child and family support obligations and shall fully comply with all applicable State and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and • To the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.
e. Americans with Disabilities Act
By signing this Agreement, Recipient assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101, et seq.), which prohibits discrimination on the basis of disability, as well as applicable regulations and guidelines issued pursuant to the ADA.

23. Site Visits
The Energy Commission and/or its designees have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. Recipient must provide and must require subawardees to provide reasonable facilities and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.

24. Confidential Recipient Information
a. Identification of Confidential Recipient Information For the purposes of this Section, “Confidential Recipient Information” refers to information belonging to the Recipient that the Recipient has satisfactorily identified as confidential, and the Energy Commission has agreed to designate as confidential under Title 20 California Code of Regulations Section. If applicable, all Recipient information considered confidential at the commencement of this Agreement is designated in an Attachment to this Exhibit. b. Confidential Deliverables: Labeling and Submitting Confidential Recipient Information
May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 22 of 40 Bay Area Air Quality Management District
Prior to the commencement of this Agreement, if applicable, the parties have identified in an Attachment to this Exhibit, specific Confidential Recipient Information to be provided as a deliverable. All such confidential deliverables shall be marked, by the Recipient, as “Confidential” on each page of the document containing the Confidential Recipient Information and presented in a sealed package to the Commission Agreement Officer. (Non-confidential deliverables are submitted to the Accounting Office.) All Confidential Recipient Information will be contained in the “confidential” volume: no Confidential Recipient Information will be in the “public” volume.
c. Submittal of Unanticipated Confidential Recipient Information as a Deliverable The Recipient and the Energy Commission agree that during this Agreement, it is possible that the Recipient may obtain or develop additional data or information not originally identified as a confidential deliverable. In this case, Recipient shall follow the procedures for a request for designation of Confidential Information specified in 20 CCR 2505. The Energy Commission’s Executive Director makes the determination of confidentiality. Such subsequent determinations may be added to the list of confidential deliverables in an Attachment to this Exhibit. e. Disclosure of Confidential Recipient Information
Disclosure of Confidential Recipient Information by the Energy Commission may only be made pursuant to 20 CCR 2506 and 2507. All confidential data, records or deliverables that are legally disclosed by the Recipient or any other entity become public records

25. Recipient of Confidential Information and Personal Information a. For the purposes of this Section, “confidential information” refers to information the Energy Commission has designated as confidential pursuant to Title 20 CCR Section 2505 et seq., information the Energy Commission has otherwise deemed or stated to be confidential, and other information exempt from public disclosure under the provisions of the California Public Records Act or other applicable state or federal laws.
b. For the purposes of this Section, “personal information” refers to information that meets the definition of “personal information” in California Civil Code section 1798.3(a) or one of the data elements set forth in California Civil Code section 1798.29(g)(1) or (g)(2). Personal information is a type of confidential information and is therefore subject to all requirements for confidential information provided in this Agreement and applicable law. However, there are additional requirements specific to personal information.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 23 of 40 Bay Area Air Quality Management District
c. For the purposes of this Section, “special terms for confidential information” refers to the Energy Commission’s special terms and conditions for the receipt of confidential information and personal information. The Energy Commission’s special terms for confidential information include, but are not limited to, having in place an Information Security Program Plan and obtaining nondisclosure agreements from all individuals who will be provided access to confidential information or personal information.
d. If the Recipient will receive confidential information or personal information from the Energy Commission or a third-party for the performance of this Agreement, the Recipient must first agree to and comply with the Energy Commission’s special terms for confidential information.
e. If any other individual or entity participating in any way with this Agreement, including but not limited to subcontractors, subawardees, vendors, and other project partners, will receive confidential information or personal information from the CEC or a third-party for the performance of this Agreement, that individual or entity must first agree to and comply with the CEC’s special terms for confidential information. The Recipient must flow-down the CEC’s special terms for confidential information into each subcontract, subaward, vendor agreement, or other project partner agreement that will be provided access to confidential information or personal information before the individual or entity has access to any such information. Recipient must also require all individuals and entities to flow-down this Section to any lower tier subcontractors, subawardees, vendors, project partners, and other individual or entity participating in any way with this Agreement that will be provided access to Confidential Information or Personal Information before the individual or entity has access to any such information. f. If this Agreement does not include the Energy Commission’s special terms for confidential information and the Energy Commission determines the Recipient or any other individual or entity participating in any way with this Agreement will receive confidential information or personal information from the Energy Commission or a third-party for the performance of this Agreement, the Energy Commission reserves the option to amend this Agreement to add its special terms for confidential information.
g. Except as provided in Title 20 CCR Sections 2506, 2507, and 2508, and the Energy Commission’s special terms for confidential information, Recipient or any other individual or entity participating in any way with this Agreement may not disclose any information provided to it by the Energy Commission or a third party for the performance of this Agreement if the information has been designated as confidential or is the subject of a pending application for confidential designation.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 24 of 40 Bay Area Air Quality Management District

26. Budget Contingency Clause
It is mutually agreed that this Agreement shall be of no further force and effect if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the work identified in the Scope of Work. In this event, the Energy Commission shall have no liability to pay any funds whatsoever to the Recipient or to furnish any other consideration under this Agreement, and the Recipient shall not be obligated to perform any provisions of this Agreement.

If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this program, the Energy Commission shall have the option to either: 1) cancel this Agreement with no liability occurring to the Energy Commission; or 2) offer an Agreement Amendment to the Recipient to reflect the reduced amount.

27. Public Works -- Payment of Prevailing Wages
Generally Required by Law
Projects that receive an award of public funds from the Energy Commission often involve construction, alteration, demolition, installation, repair or maintenance work over $1,000.

NOTE: Projects that receive an award of public funds from the Energy Commission are likely to be considered public works under the California Labor Code. See Chapter 1 of Part 7 of Division 2 of the California Labor Code, commencing with Section 1720 and Title 8, California Code of Regulations, Chapter 8, Subchapter 3, commencing with Section 16000.

Accordingly, the Energy Commission assumes that all projects it funds are public works. Projects deemed to be public works require among other things the payment of prevailing wages.

NOTE: Prevailing wage rates can be significantly higher than non-prevailing wage rates.

By accepting this Agreement, Recipient as a material term of this Agreement shall be fully responsible for complying with all California public works requirements including but not limited to payment of prevailing wage. Therefore, as a material term of this Agreement, Recipient must either:
(a) Proceed on the assumption that the project is a public work and ensure that:
(i) prevailing wages are paid; and
(ii) the project budget for labor reflects these prevailing wage requirements; and
(iii) the project complies with all other requirements of prevailing wage law including but not limited to keeping accurate payroll records, and complying with all working hour requirements and apprenticeship obligations;
May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 25 of 40 Bay Area Air Quality Management District
or,
(b) Timely obtain a legally binding determination from DIR or a court of competent jurisdiction before work begins on the project that the proposed project is not a public work.

NOTE: Only the California Department of Industrial Relations (DIR) and courts of competent jurisdiction have jurisdiction to issue legally binding determinations that a particular project is or is not a public work.

If the Recipient is unsure whether the project receiving this award is a “public work” as defined in the California Labor Code, it may wish to seek a timely determination from the California Department of Industrial Relations (DIR) or an appropriate court.

NOTE: Such processes can be time consuming and therefore it may not be possible to obtain a timely determination before the date for performance of the award commences.

If the Recipient does not timely obtain a binding determination from DIR or a court of competent jurisdiction that the project is not a public work, before this Agreement from the Energy Commission is executed, the Recipient shall assume that the project is a public work and that payment of prevailing wages is required and shall pay prevailing wages unless and until such time as the project is subsequently determined to not be a public work by DIR or a court of competent jurisdiction.

NOTE: California Prevailing Wage law provides for substantial damages and financial penalties for failure to pay prevailing wages when payment of prevailing wages is required.

Subcontractors and Flow-down Requirements. Recipient shall ensure that its subcontractors, if any, also comply with above requirements with respect to public works/prevailing wage. Recipient shall ensure that all agreements with its contractors/subcontractors to perform work related to this Project contain the above terms regarding payment of prevailing wages on public works projects.

Recipient shall be responsible for any failure of Recipient’s subcontractors to comply with California prevailing wage and public works laws.

Indemnification and Breach. Any failure of Recipient or its subcontractors to comply with the above requirements shall constitute a breach of this Agreement that excuses the Energy Commission’s performance of this Agreement at the Energy Commission’s option, and shall be at Recipient’s sole risk. In such a case, Energy Commission may refuse payment to Recipient of any amount under this Agreement and Energy Commission shall be released, at its option, from any further performance of this award or any portion thereof. By accepting this Agreement, and as a material term of this Agreement, Recipient agrees to indemnify the Energy Commission and hold the Energy Commission harmless for any and all financial consequences arising out of or resulting from the failure of Recipient and/or any of Recipient’s subcontractors to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 26 of 40 Bay Area Air Quality Management District
Budget. Recipient’s budget on public works projects must indicate which job classifications are subject to prevailing wage. For detailed information about prevailing wage and the process to determine if the proposed project is a public work, Recipient may wish to contact the California Department of Industrial Relations (DIR) or a qualified labor attorney of their choice for guidance.

Covered Trades. For public works projects, Recipient may contact DIR for a list of covered trades and the applicable prevailing wage.

Questions. If Recipient has any questions about this contractual requirement or the wage, record keeping, apprenticeship or other significant requirements of California prevailing wage law, it is recommended that Recipient consult DIR and/or a qualified labor attorney of its choice before accepting this Agreement.

Certification. Recipient shall certify to the Energy Commission on each Payment Request Form, either that (1) prevailing wages were paid to eligible workers who provided labor for work covered by the payment request and that the Recipient and all contractors and subcontractors otherwise complied with all California prevailing wage laws, or (2) that the project is not a public work requiring the payment of prevailing wages. In the latter case, Recipient shall provide competent proof of a DIR or court determination that the project is not a public work requiring the payment of prevailing wages.

Prior to the release of any retained funds under this Agreement, the Recipient shall submit to the Energy Commission the above-described certificate signed by the Recipient and all contractors and subcontractors performing public works activities on the project. Absent such certificate, Recipient shall have no right to any funds under this Agreement, and Energy Commission shall be relieved of any obligation to pay said funds.

28. Intellectual Property
The Energy Commission makes no claim to intellectual property developed under this Agreement that is not specified for delivery, except as expressly provided herein.

29. Commission Remedies for Recipient’s Non-Compliance
Without limiting any of its other remedies, the Commission may, for Recipient’s noncompliance of any Agreement requirement, withhold future payments, demand and be entitled to repayment of past reimbursements, or suspend or terminate this Agreement. The tasks in the Scope of Work are non-severable, and completion of all of them is material to this Agreement. Thus, the Commission, without limiting its other remedies, is entitled to repayment of all funds paid to Recipient if the Recipient does not timely complete all tasks in the Scope of Work.

30. Assembly Bill 841 (2020)
By signing this Agreement, Recipient as a material term of this Agreement shall be fully responsible for complying with this section. AB 841 (Ting, 2020) added Public May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 27 of 40 Bay Area Air Quality Management District
Utilities Code (PUC) section 740.20, which requires Electric Vehicle Infrastructure Training Program (EVITP) certification to install electric vehicle charging infrastructure and equipment for work performed on or after January 1, 2022, subject to certain exceptions. As a policy matter, the CEC is applying the EVITP certification requirements to project work funded under this Agreement, regardless of whether it might be performed prior to January 1, 2022, unless an exception applies.

Therefore, applying PUC 740.20 EVITP requirements to this Agreement means that all electric vehicle charging infrastructure and equipment located on the customer side of the electrical meter shall be installed by a contractor with the appropriate license classification, as determined by the Contractors’ State License Board, and at least one electrician on each crew, at any given time, who holds an EVITP certification. Projects that include installation of a charging port supplying 25 kilowatts or more to a vehicle must have at least 25 percent of the total electricians working on the crew for the project, at any given time, who hold EVITP certification. One member of each crew may be both the contractor and an EVITP certified electrician. The requirements stated in this paragraph do not apply to any of the following:
(1) Electric vehicle charging infrastructure installed by employees of an electrical corporation or local publicly owned electric utility.
(2) Electric vehicle charging infrastructure funded by moneys derived from credits generated from the Low Carbon Fuel Standard Program (Subarticle 7 (commencing with Section 95480) of Article 4 of Subchapter 10 of Chapter 1 of Division 3 of Title 17 of the California Code of Regulations). (3) Single-family home residential electric vehicle chargers that can use an existing 208/240-volt outlet.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 28 of 40 Bay Area Air Quality Management District
EXHIBIT C- APPENDIX 1

STREAMLINING GRANT TERMS AND CONDITIONS
The California Energy Commission (CEC) has undergone a significant effort to improve its grant agreements across its programs. Until the CEC is able to revise all of its standard terms and conditions templates to implement these improvements, the CEC is adding this Exhibit C Appendix to new grant agreements. The CEC acknowledges that terms in this Appendix will conflict with some of the terms and other requirements in the grant agreement. Accordingly, where there is a conflict, the CEC and Recipient agree that this Appendix controls. Outside of the changes made by this Appendix, all other grant terms and requirements remain unchanged.

Acronyms and Terms Used in this Document and Their Meaning Acronym/
Term Meaning
Agreement The grant agreement executed between the CEC and the Recipient.

Budget
Categories
Means the following categories in Exhibit B, Budget: Direct Labor, Fringe Benefits, Travel, Equipment, Materials and Miscellaneous, Subrecipients and Vendors (formerly Subcontractors), and Indirect Costs and Profit.

CAM Commission Agreement Manager
CEC California Energy Commission
Existing
Terms
The terms that might be found in any of the CEC grant agreements in any of its programs, including the terms for this Agreement.

Incurred Costs An expense for which the Recipient has become liable (legally obligated) to pay.

MTDC Modified Total Direct Costs, which means all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes equipment, capital expenditures, rental costs, tuition remission, scholarships and fellowships, and the portion of each subaward in excess of $25,000.

Paid Costs An expense for which the Recipient has already made payment.

Recipient The entity that executed this Agreement with the CEC.

Subaward For the Recipient, a Subaward means all agreements it has with Subrecipients and Vendors. For a Subrecipient, a Subaward means all agreements it has with Sub-Subrecipients and Vendors. For any lower-tiered level of Sub-Subrecipient, a Subaward means all agreements it has with its own Sub-Subrecipients and Vendors.

Subrecipient
(formerly
Subcontractor)
A person or entity that receives grant funds directly from the Recipient and is entrusted by the Recipient to make decisions about how to conduct some of the grant’s activities. A Subrecipient’s role involves discretion over grant activities and is not merely just selling goods or services.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 29 of 40 Bay Area Air Quality Management District
Acronym/
Term Meaning
Sub-Subrecipient Has the same meaning as a Subrecipient except that it receives grant funds from a Subrecipient or any lower tier level of a Sub-Subrecipient.

Vendor A person or entity that sells goods or services to the Recipient, Subrecipient, or any lower-tiered level of Sub-Subrecipient, in exchange for some of the grant funds, and does not make decisions about how to perform the grant’s activities. The Vendor’s role is ministerial and does not involve discretion over grant activities.

These Terms The terms in this document titled “Streamlining Grant Terms and Conditions.”

31. Decoupling Products from Invoices
Existing Terms typically require grant recipients to submit products with invoices.

This is no longer required. Recipients can separately submit products and invoices.

32. Quarterly Instead of Monthly Reports
Most grants include within their scopes of work an administrative task requiring grant recipients to submit monthly progress reports, often concurrent with submission of an invoice. This is no longer required. Instead, Recipients will now submit progress reports quarterly instead of monthly. Unless a different arrangement is discussed with and approved by the Commission Agreement Manager (CAM) in writing, which can be done without amending these terms (e.g., as simple as an email from the CAM), quarterly means by the tenth day of each January, April, July, and October.

33. New Requirement for Monthly Calls with the CAM
Instead of monthly progress reports currently required under Task 1, Recipients shall participate in brief phone calls that will occur at least monthly and which will be initiated by the CAM to briefly discuss project progress and identify any emerging issues. Monthly calls might not be held on those months when a quarterly progress report is submitted or the CAM determines that a monthly call is unnecessary.

34. Amendments and Other Changes
Existing Terms typically require a written amendment signed by both the CEC and Recipient for any change to the grant agreement. In contrast, These Terms allow certain changes, as described in this document, to be made to this Agreement without a formal amendment.

A. Budget Reallocations
May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 30 of 40 Bay Area Air Quality Management District
No CEC approval is needed for a Recipient, Subrecipient, or any lower-tiered level of Sub-Subrecipient to move funds within each of the following Budget Categories listed in the Exhibit B: Direct Labor, Fringe Benefits, Travel, Equipment, Materials and Miscellaneous, Subrecipients, and Indirect Costs. (However, please note that per section 4.B. below, any new M&M, Equipment, Subrecipient or Vendor not listed in the budget does need to be approved prior to reimbursement.) If the Recipient wants to move funds between Budget Categories or submits an invoice that if paid would exceed a Budget Category, the Recipient has at least the following choices:

1. Request an amendment from the CEC. The CEC will not pay the invoice if and until an amendment is approved, except possibly for the final invoice per section 4.A.3 below. In its sole discretion, the CEC might pay the portion of the invoice that does not involve the amount that goes beyond the Budget Category.

2. Retract the invoice and resubmit a corrected one that keeps within Budget Categories. The Recipient can treat the amount paid beyond the Budget Category as match funds if the expenditure meets all of the applicable Agreement requirements for match funds.

3. If there is a Budget Category overage on the final invoice, the Recipient can discuss with the CAM if the invoice can be approved without needing the amendment in section 4.A.1 above. The CAM will require a written justification for the budget category overage to determine if the invoice can be approved.

This new flexibility does NOT mean the Recipient can exceed the overall Agreement amount.

Because Existing Terms may define “Budget Reallocation” to mean the movement of funds between tasks and possibly in other ways than moving funds between Budget Categories, such definitions are considered deleted and superseded by These Terms.

B. New Items under Materials and Miscellaneous, and Equipment The CAM must approve in writing of any new materials and miscellaneous expenses of $5,000 or more or new equipment the Recipient plans to purchase and be reimbursed under this Agreement that is not already listed in Exhibit B, Budget. To accomplish this, the Recipient can submit either prior to invoicing or with its invoice a completed form titled "NEW EQUIPMENT/M&M FORM” which includes a description of the item and a brief explanation of the need for the item.

The CAM will approve items that he or she determines to be necessary to the Agreement and do not exceed budgeted amounts for each Budget Category May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 31 of 40 Bay Area Air Quality Management District
unless Recipient follows the processes in section 4.A. “Budget Reallocation” directly above.

Any restrictions in the solicitation or elsewhere in the Agreement still apply to the specific items under Materials and Miscellaneous, and Equipment that can be purchased using CEC Funds or Match Share Funds. The restrictions still apply even though the CAM does not have to approve new materials and miscellaneous expenses under $5,000.

C. An Amendment is No Longer Needed to Replace “Key Personnel.” Existing Terms typically require Recipients and their Subrecipients to obtain advance written approval, sometimes through a formal written amendment, before the Recipient added or replaced key or other personnel, or added or removed job classifications. Now, except when replacing “key personnel” the Recipient and its Subrecipients and any lower-tiered level of Sub-Subrecipient, can make change related to their respective personnel without written approval.

Although changes to “key personnel” do require written approval, that approval can be requested and granted simply through an e-mail communication or other form of written communication.

These Terms clarify that Recipients may be reimbursed for actual expenses incurred by new “key personnel” during the term of the Agreement, even if written approval comes after an individual begins work on the project. However, if the replacement is not approved, then the Energy Commission will not reimburse for any expenses charged for the individual. Accordingly, Recipients are strongly encouraged to obtain advance written approval for “key personnel” or risk not being reimbursed for their work.

Recipient must keep the CAM informed of personnel changes through monthly calls and quarterly progress reports. In addition to any other rights and remedies available to the CEC, the Energy Commission retains its authority to issue a Stop Work Order if it becomes clear that a Recipient or Subrecipient’s personnel, key or otherwise, are unable to fulfill their responsibilities under the Agreement.

Please note that the process in the Existing Terms for replacing Subrecipients and Vendors, and each tier lower of Sub-Subrecipients, may have changed. See section 7 below titled “Subrecipients and Vendors.”
D. Assignment of New Personnel to an Existing Job Classification Existing Terms might require Recipients to submit a resume and other information to the CAM to approve before assigning new personnel to existing job classifications. The Existing Terms might also require an amendment, and that an amendment must be fully executed before new personnel can begin work on the agreement. This pre-approval is no longer required. Instead, Recipient will May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 32 of 40 Bay Area Air Quality Management District
keep the CAM informed of personnel changes and provide any information requested by the CAM during monthly calls and/or quarterly progress reports.

Please see section 5.A. below in the “Budgets and Payment of Funds” term for how direct labor rates will now be handled.

E. Promotion of Existing Personnel to an Existing Job Classification Existing Terms might require grant recipients to execute an amendment or otherwise provide information to, and obtain approval from, the CAM before promoting existing personnel to existing job classifications. None of this is required any longer. Please see section 5.A. below in the “Budgets and Payment of Funds” term for how direct labor rates will now be handled.

35. Budgets and Payment of Funds
A. No More Capped Maximum Rates for Direct Labor and Fringe Benefits Existing Terms typically state that rates in Exhibit B, Budget, for Direct Labor, Fringe Benefits, Indirect Costs, and Profit (for Subrecipients) are maximum rates and Recipients can invoice for actual expenses up to these capped, maximum rates.

Under These Terms, the rates in Exhibit B, Budget, for Direct Labor and Fringe Benefits are now treated as estimates and not capped rates. The Recipient can invoice at higher rates as long as it is only invoicing for actual expenditures it has made. However, the Recipient cannot invoice and be paid for more than the total amount in each Budget Category without an amendment (please see section 4.A. above in these terms), or for more than the total Agreement amount.

Please note this new flexibility only applies to rates for Direct Labor and Fringe Benefits. Except as otherwise provided in These Terms, restrictions on Indirect Costs and Profit in the Existing Terms still apply.

Please also note that rates listed in the budget are NOT “negotiated rates” that can be charged by a Recipient or Subrecipient – documentation must be made available upon request to show that the rates charged reflect actual costs incurred.

B. Options for Indirect Costs
Existing Terms typically allow grant recipients to invoice and receive reimbursement for actual Indirect Costs up to the maximum amount listed in Exhibit B, Budget. Indirect Costs are subject to audit, and recipients are required to provide backup documentation upon request proving the actual amount of their Indirect Costs. These Terms provide two additional options.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 33 of 40 Bay Area Air Quality Management District
The following options may be available to any Recipient who has not yet invoiced for indirect costs at the time of this amendment. These options are not available to any Recipient that has opted not to claim indirect. A Recipient may not use these options to increase a current indirect rate on which the Recipient was scored in the application process. Once a Recipient has been reimbursed for indirect costs, they may not switch among options.

1. De Minimis Option
Under These Terms, the Recipient can elect to invoice and receive a de minimis amount at the set rate of 10% of the Modified Total of Direct Costs (MTDC) for Indirect Costs. This cannot be combined with any other Indirect Rate option.

MTDC is defined for purposes of These Terms as all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $25,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes equipment, capital expenditures, rental costs, tuition remission, scholarships and fellowships, and the portion of each subaward in excess of $25,000. This is the same definition used in federal grants. Keeping this the same as the federal definition should make this easy for recipients with both federal and CEC grants that elect this option.

If the Recipient chooses this de minimis option for Indirect Costs, the Recipient will not have to provide backup documentation for the de minimis amount and will not be audited on it. However, the Existing Term requirements, including for backup documentation and audits, still apply to any Indirect Costs invoiced by the Recipient and reimbursed by the CEC not utilizing the de minimis amount.

2. Defense Contract Audit Agency (DCAA) or other Federally Approved Indirect Rate
An entity that has a federally approved indirect rate from DCAA or another Federal agency may use the approved indirect rate for Energy Commission grants. A copy of the Federal agency’s letter must be provided.

This rate will typically shift annually, and this shift is generally acceptable.

This is the only Indirect Cost option that is not strictly subject to the max rate cap that typically applies to Indirect Costs. If the federal rate decreases from year to year, that will be a cost savings under this budget category. If the federal rate increases from year to year, this will require a budget reallocation. If the Energy Commission, in its sole discretion, determines that a budget reallocation to accommodate an increased May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 34 of 40 Bay Area Air Quality Management District
Indirect Rate would risk the ultimate success of the project, or is otherwise not in its best interest, the Energy Commission reserves the right to either propose a smaller increase that would not risk the ultimate success of the project, or refuse to increase the Indirect Rate. For any increase the Energy Commission will not reimburse from CEC Funds, the Recipient or Subrecipient may choose to charge the increase as Match Funds.

If the Recipient chooses this option for Indirect Costs, the Recipient will not be audited on this budget category. However, the Existing Term requirements, including for backup documentation and audits, still apply to any Indirect Costs invoiced by the Recipient and reimbursed by the CEC not utilizing this option.

C. Travel and Per Diem

1. Travel not listed in Exhibit B, Budget, can be added without an amendment via CAM approval. CAM approval can come in one of two forms: written authorization from the CAM prior to the Recipient taking the trip, or through the invoice review. Outside of a budget reallocation, additional travel requests are submitted using the CEC’s Travel Form.

Recipient understands, however, that any travel taken that is not listed in Exhibit B, the Budget, or not pre-approved by the CAM in writing, is at the Recipient’s own financial risk. The CAM might not approve the trip as part of invoice review. Please note that the Recipient cannot invoice and be paid for more than the total amount in the Travel Budget Category without an amendment (please see section 4.A. above in These Terms), or for more than the total Agreement amount.

2. Existing Terms explain what recipients can invoice for and be reimbursed for travel and per diem expenses. After this Agreement is amended to include These Terms, Recipients can instead invoice and be reimbursed using the rates listed on the ECAMS Resources webpage. Because the rates maintained on the ECAMS Resources webpage can change over time, the Recipient will be allowed to be reimbursed for the rates in place when the trip expenses become an Incurred Cost. The CEC shall notify the Recipient in writing by way of the Active Agreements listserve if the travel rates change. Please sign up for the Active Agreements listserve to stay informed of all updates.

3. Lodging
The Recipient can invoice at standard room rates. The CEC will not reimburse for luxury accommodations.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 35 of 40 Bay Area Air Quality Management District

4. Airfare
The Recipient can invoice at coach rates on commercial carriers. The CEC will not pay for upgrades on flights.

5. Rental Car
The Recipient can invoice for vehicles appropriate for the purpose of the travel. The CEC will not reimburse expenses for luxury vehicles.

6. Bus/Train
The Recipient can invoice for standard coach rates. The CEC will not reimburse for upgrades.

7. Per Diem
Per diem is allowable for actual costs incurred up to the total daily maximum for the following combined expenses:
• Meals
• Incidentals (i.e. tips for hotel staff and taxi/ride share drivers) • Parking
• Tolls
• Taxi/ride share
The CEC will not reimburse any expenses under this Agreement for alcoholic beverages. In addition, the daily per diem is for the individual expenses of those traveling and working on the Agreement only. It cannot be used to pay for expenses of others (e.g., it cannot be used to buy a meal for someone else).

D. Payment Request Format
Existing Terms may list specific items the Recipient must include in its invoices.

These requirements in the Existing Terms is no longer required. Instead, the CAM will provide an invoice template, and any further modifications to it, that the Recipient shall use.

E. Rounding
Under These Terms, the only exception to the CEC paying actual expenses is rounding to the nearest cent. Recipient, Subrecipients, and each lower-tiered level of Sub-Subrecipients shall round invoiced amounts to the nearest cent ($0.01) using standard rounding, which is rounding down for $0.000 through $0.004, and rounding up for $0.005 through $0.009. Rounding cannot be used to May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 36 of 40 Bay Area Air Quality Management District
exceed the amount in any Budget Category (see section 4.A. above in These Terms) or exceed the total Agreement amount.

F. New Certification for Payment Requests
Existing Terms may require recipients to include and sign a certain certification in its payment requests. These Terms instead require the Recipient to include and sign the certification provided by the CAM in the Invoice Template. The CAM can change this certification without amending this Agreement.

G. The CEC No Longer Must Use a Specific Dispute Notification Form to Dispute Invoices
Existing Terms may require the CEC to use a Dispute Notification Form, Std. 209 Form, or other specific form when disputing invoices. These requirements no longer apply. Under These Terms, the CEC can now dispute an invoice in any manner it chooses as long as it is provided in writing to the Recipient.

36. Incurred Costs
Existing Terms may not allow recipients to be reimbursed for Incurred Costs.

Accordingly, These Terms change that and allow the CEC to reimburse the Recipient for Incurred and Paid Costs that are (1) incurred during the Agreement Term; (2) invoiced within the required timeframes of this Agreement; (3) made in accordance with the Agreement’s Budget; and (4) actual and allowable expenses under this Agreement.

The Recipient shall pay ALL Incurred Costs for which it has invoiced the CEC within 14 calendar days of receiving payment under this Agreement for the Incurred Costs. For example, if the Recipient invoices the CEC and then receives payment on September 15 for an Incurred Cost of $10,000, the Recipient shall pay the entire $10,000 by September 29. This requirement is needed to prevent Recipient from creating long lead times for Incurred Costs (e.g., invoicing and receiving payment from the CEC but not paying for the Incurred Costs for weeks or months).

The Recipient shall only invoice the CEC for Incurred Costs the Recipient will pay within 14 calendar days of receiving payment. For example, assume the Recipient has an Incurred Cost for a piece of equipment that costs $300,000 and will pay in three installments of $100,000 each over three months. The Recipient shall only invoice the CEC for $100,000 each month. The Recipient shall not invoice for the entire $300,000 and retain the balance over the three months.

For any Incurred Costs for which the Recipient received funds from the CEC and does not pay within 14 calendar days, the Recipient shall on the very next business day after the 14 calendar days submit repayment of the unpaid amount May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 37 of 40 Bay Area Air Quality Management District
back to the CEC. Repaid funds will be placed back into the Agreement and will be available to reimburse allowable costs in accordance with this Agreement.

When making a repayment under this provision, the Recipient shall specify “Repayment of Unspent Funds under Agreement [insert agreement number].” Recipient shall remit the repayment to:

California Energy Commission
Accounting Office
715 P Street, MS-2
Sacramento, CA 95814
This repayment requirement of the Recipient is in addition to any other rights the CEC can enforce relative to this Agreement. Recipient agrees and acknowledges that time is of the essence in paying Incurred Costs and submitting repayments, and the CEC can treat the Recipient’s breach of either requirement as a material breach. Recipient can contact the CAM for any questions about the logistics of making repayments.

37. Subrecipients and Vendors
Existing Terms typically only distinguish between the Recipient and any lower tier of subcontractors. But not all subcontractors are the same. Some are entrusted with significant responsibility to meet the Agreement’s objectives, and others are merely suppliers of goods and services.

These Terms allow the Recipient with CAM written approval to divide subcontractors into Subrecipients and Vendors. If this distinction is not made between Subrecipients and Vendors, all entities currently deemed subcontractors will be treated as Subrecipients.

A Subrecipient is defined as a person or entity that receives grant funds directly from the Recipient and is entrusted by the Recipient to make decisions about how to conduct some of the grant’s activities. A Subrecipient’s role involves discretion over grant activities and is not merely just selling goods or services.

Characteristics which support the classification of the entity as a subrecipient include when the entity:
(1) Has its performance measured in relation to whether objectives of a CEC program were met;
(2) Has responsibility for programmatic decision-making; (3) Is responsible for adherence to applicable CEC program requirements specified in the CEC award agreement;
(4) In accordance with its agreement, uses the CEC funds to carry out a program for a public purpose specified in authorizing statute, as opposed to providing goods or services for the benefit of the recipient or subrecipient; or, May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 38 of 40 Bay Area Air Quality Management District
(5) Provides match share funding contributions to the CEC-funded project.

A Sub-Subrecipient has the same meaning as a Subrecipient except that it receives grant funds from a Subrecipient. There can also be further levels below of Sub-Subrecipients.

A Vendor is defined as a person or entity that sells goods or services to the Recipient, Subrecipient, or any lower-tiered level of Sub-Subrecipient, in exchange for some of the grant funds, and does not make decisions about how to perform the Agreement's activities. The Vendor’s role is ministerial and does not involve discretion over Agreement activities. A vendor is an entity selected through a competitive process or is otherwise providing a product or service at a fair and reasonable price. Characteristics indicative of a procurement relationship between the Recipient, Subrecipient, and any lower-tiered level of Sub-Subrecipient and a Vendor are when the Vendor:
(1) Provides the goods and services within normal business operations; (2) Provides similar goods or services to many different purchasers; (3) Normally operates in a competitive environment;
(4) Provides goods or services that are ancillary to the operation of the CEC program; and
(5) may not be subject to compliance with all of the requirements of the CEC program as a result of the agreement, though similar requirements may apply for other reasons.

A. Subrecipient and Sub-Subrecipient Flow-Down Terms
For Recipient’s agreements with Subrecipients, the Recipient shall follow any flow-down requirements in the Existing Terms for subcontractors, except the Recipient does not need to include the following terms if they are not applicable to a given Subrecipient:

1. The Legal Statements on Products term does not have to be included if the Subrecipient will not generate any Products.

2. The Travel and Per Diem term does not have to be included if the Subrecipient will not be reimbursed for travel with CEC funds.

3. The Equipment term does not have to be included if the Subrecipient will not be reimbursed for equipment with CEC funds.

4. The Confidentiality term does not have to be included if the Subrecipient will not have access to or generate confidential information.

B. Vendor Requirements
May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 39 of 40 Bay Area Air Quality Management District
The flow-down requirements in the Existing Terms either come from the CEC or the law. Recipient does not have to include any CEC-created requirements in agreements with its Vendors unless it is necessary for the Recipient to meet its obligations to the CEC under the Agreement. But the Recipient is still required to make sure the Vendor complies with all applicable laws. For example, the Recipient still must ensure any Vendor complies with applicable Public Work Requirements, including the payment of prevailing wage, and also with the Nondiscrimination clause. These are requirements under the law.

The Recipient does not have to include in its Vendor agreements CEC-created terms, such as Equipment, Confidentiality, Travel and Per Diem, Retention of Records, and Audits, if the Recipient does not need them to fulfill its obligations to the CEC. An example where the Recipient might need to include a CEC-created term in a Vendor agreement is intellectual property. The Recipient must ensure the CEC has the intellectual property rights required under this Agreement. If a Vendor creates intellectual property that the Recipient provides to the CEC as part of the Agreement, the Recipient shall ensure its Vendor agreement secures the appropriate rights.

C. Replacing Subrecipients or Vendors
Under These Terms, all changes to Subrecipients and Vendors require advance written approval by at least the Commission Agreement Manager. A higher level of approval may be required based upon Energy Commission policy. Required approvals are included in the “Changes to Grants - Level of Approval and Notification Chart” commonly referred to as the “Changes Chart.” These Terms clarify that Recipients may be reimbursed for actual expenses incurred by a new Vendor during the term of the Agreement, even if written approval comes after the entity has completed work on the project. However, if the new Vendor is not approved, then the Energy Commission will not reimburse for any expenses charged for the entity. Accordingly, Recipients are strongly encouraged to obtain advance written approval for new Vendors or risk not being reimbursed for their work.

However, any work completed by an entity that may replace an existing Subrecipient WILL NOT BE REIMBURSED for any work completed prior to advance written approval. If a Subrecipient expends funds prior to approval, they can only be claimed as Match Funds.

38. Match Fund Timing
Existing Terms typically require recipients to proportionally spend match funds concurrently or in advance of CEC funds. But this timing does not always work, especially if the CEC funds are used for expensive equipment early in the project.

May 2023 Exhibit C ZVI-22-024
ZVI Grant Terms and Conditions Page 40 of 40 Bay Area Air Quality Management District
These Terms allow a CAM, in writing and with Supervisor approval, to authorize a Recipient to spend CEC funds in advance of Match Funds pursuant to Match Fund Spending Plan. The Plan must estimate how Match Funds and CEC funds will be spent over each quarter and briefly explain why it is not practical to spend Match Funds concurrent with CEC Funds. While These Terms allow additional flexibility, the Recipient agrees to spend the agreed match funds as soon as practicable during the Agreement in order to resume proportionality between CEC funds and Match funds spent.

CONTACT LIST
Exhibit D
January 2023 Page 1 of 1 ZVI-22-024
Bay Area Air Quality
Management District
California Energy Commission Recipient
Commission Agreement Manager:

Marc Arenas
California Energy Commission
715 P Street, MS-Sacramento, CA 95814
e-mail: [email protected]
Project Manager:

Anthony Fournier
Bay Area Air Quality Management
District
375 Beale St., Suite 600
San Francisco, CA 94105
Phone: (415) 749-4961
e-mail: [email protected]
Confidential Deliverables/Products:

California Energy Commission
Contracts, Grants, and Loans Officer
715 P Street
Sacramento, CA 95814
Administrator:

Anthony Fournier
Bay Area Air Quality Management
District
375 Beale St., Suite 600
San Francisco, CA 94105
Phone: (415) 749-4961
e-mail: [email protected]
Invoices, Progress Reports and
Non-Confidential Deliverables to:

California Energy Commission
Accounting Officer
715 P Street
Sacramento, CA 95814
e-mail: [email protected]
Accounting Officer:

Stephanie Osaze
Bay Area Air Quality Management
District
375 Beale St., Suite 600
San Francisco, CA 94105
Phone: (415) 749-4771
e-mail: [email protected]
Legal Notices:

Adrienne Winuk
Contracts, Grants, and Loans Manager
California Energy Commission
715 P Street, MS-18
Sacramento, CA 95814
Phone: (916) 827-9294
e-mail: [email protected]
Recipient Legal Notices:

Alexander Crockett
Bay Area Air Quality Management
District
375 Beale St., Suite 600
San Francisco, CA 94105
Phone: (415) 749-4732
e-mail: [email protected]
September 19, 2024
TO: MCE Board of Directors
FROM: Vidhi Chawla, Vice President of Power Resources
RE: PG&E Transfer of Diablo Canyon GHG-Free Attributes (Agenda Item #11)
Dear Board of Directors:

Summary:

MCE has an opportunity to either accept or reject PG&E’s allocation of GHG-free attributes from the extended operation of Diablo Canyon Nuclear Power Plant (DCPP). In this report, Staff has provided information on the relevant history and the various considerations to help with the decision making. Both the Technical and Executive Committees recommended accepting nuclear allocations from DCPP at the August 2024 meetings through a unanimous vote. Staff are requesting Board direction to either accept or reject these allocations.

Background:

History of GHG-Free Allocations
Currently, through the Power Charge Indifference Adjustment (PCIA), Community Choice Aggregation (“CCA”) and Direct Access (“DA”) customers are required to pay a portion of the costs to operate resources procured on their behalf before departing from PG&E's generation service, including PG&E’s existing large hydropower (“hydro”) fleet and the Diablo Canyon Nuclear Power Plant (“DCPP”)1
. PCIA charges are intended to cover the
difference in cost to operate resources obtained on CCA and DA customers’ behalf before they departed from PG&E and the price at which PG&E can now sell the resources (i.e. the current market value of those resources). Additionally, as customers began to depart, PG&E was able to use these GHG-free resources on its Power Content Label (“PCL”) to meet its GHG-free targets, while CCAs and DA providers like MCE were unbale to do so. Thus, CCA and DA customers were not receiving the full value of resources they were paying for through the PCIA. To address this issue, stakeholders worked to propose an allocation process first adopted by the CPUC in 2020, through which PG&E offers to allocate a proportionate share of the output of these GHG-free resources at no additional cost to CCAs and Direct Access providers whose customers pay the PCIA. In the past, MCE has accepted the hydro portion of the allocations each year since 2020 and has rejected the nuclear allocations. 1 MCE customers also pay for the decommissioning of Diablo Canyon through a separate non-bypassable charge.

Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
Diablo Canyon Extended Operation
The DCPP became operational in May 1985 and was commissioned to operate until August 20252
, however, a recent decision by the CPUC3 and Senate Bill 846 extended operations for DCPP for another five-years. MCE customers will continue to pay for a portion of the continued operational costs of DCPP, through a non-by passable charge.4 The CPUC has also
directed PG&E to allocate GHG-free attributes from DCPP to eligible Load Serving Entities (LSEs)5 during this period of extended operation. Once PG&E offers these allocations, LSEs have the option to confirm their acceptance of their allocation amount through an agreement with PG&E at no additional cost. LSEs that accept the allocations must report them on their PCLs. Any unclaimed allocations would not be reported on any individual LSE’s PCL and would simply disappear from any GHG accounting. Any unclaimed allocations cannot be resold or reallocated by PG&E and irrespective of whether individual LSEs decide to take the allocations, DCPP will continue to run at its full capacity through the period of extended operation.

Discussion:

Board Resolution
In the past, MCE’s Board has adopted a policy to not make unit specific purchases of nuclear energy and adopted a resolution in May 2011 to call upon the CPUC and the legislature to begin decommissioning of nuclear power plants in California6 .

MCE’s Decision on GHG-Free Allocations from DCPP
MCE’s Technical Committee voted on February 6, 2020, to reject the nuclear portion and accept the large hydro portion of the GHG-free allocations from PG&E. For 2025-2030, MCE may choose to accept or reject the nuclear allocations and if desired, would have the ability to revisit the decision on an annual basis. Staff notes a few relevant points for consideration in deciding whether MCE should accept or reject the nuclear allocations:
• MCE customers pay for the operations of DCPP regardless of whether MCE elects to take an allocation.
2 DCPP has two units called Unit 1 and 2. Unit 1 was scheduled to operate until November 2024 and Unit 2 until August 2025.
3 See CPUC D.23-12-036. 4 Extended operations costs will be collected from a non-bypassable charge that is distinct from the PCIA. This charge will be offset by the wholesale market revenue from the sale of DCPP energy. Currently, PG&E estimates the costs to be recovered through 2025 to be approximately $420 million, representing an approximately $2/month bill increase for the average residential customer.
5 Load Serving Entities may include CCAs, Direct Access Customers and IOUs 6 WHEREAS, the Marin Energy Authority has adopted a policy that does not allow any unit specific purchases of nuclear energy for its Marin Clean Energy products. The Board of Directors of the Marin Energy Authority urgently calls upon the California Public Utilities Commission (CPUC) and the California Legislature to begin a prompt and orderly process of decommissioning the Diablo Canyon and San Onofre nuclear power plants which pose significant post-earthquake risks to life, safety and the environment in California.

Resolution 2011-09 adopted May 5, 2011.
• MCE will be receiving a Resource Adequacy (RA) allocation as part of the DCPP operations, reducing its obligations. This decision was made by the CPUC; and • DCPP will run at full capacity regardless of MCE’s decision. Acceptance or rejection of the allocation will have no impact on the extension of DCPP, which has already been approved.

Nuclear Allocations are considered GHG-free and would align with MCE’s mission to eliminate fossil fuel greenhouse gas emissions. MCE has run numerous solicitations for GHG-free energy but has not been successful in making progress towards the significant open position. Absent the nuclear allocation, MCE may have to depend on system power, which has high emissions, to fill open positions. Moreover, nuclear energy forms part of system power in addition to other fossil, hydro and renewable resources.

Several LSEs including CCAs use nuclear energy as part of their power mix. The below table provides a snapshot of LSEs with more than five percent of their power supply for their base product offerings coming from nuclear in 2022:

California Providers with >5% Nuclear
Retail Suppliers Retail Sales
(MWh)
Total Eligible
Renewables
Nuclear
Pacific Gas and Electric Company 30,291,314 38.3% 49.3% San José Clean Energy – Green
Value
202,231 40.2% 30.9%
Pioneer Community Energy 1,633,901 44.1% 27.6%
Orange County Power Authority 177,052 62.3% 25.3%
San José Clean Energy – Green
Source
3,476,520 59.2% 24.8%
Silicon Valley Clean Energy 3,605,920 44.9% 24.3%
Energy for Palmdale’s
Independent Choice
52,416 34.3% 22.9%
Lancaster Choice Energy 611,814 33.6% 9.7%
San Jacinto Power 172,810 30.8% 5.8%
Rancho Mirage Energy Authority 282,288 32.3% 5.7%
Pomona Choice Energy 423,784 32.9% 5.7%
Apple Valley Choice Energy 254,247 23.6% 5.6%
Pico Rivera Innovative Municipal
Energy
211,547 40.8% 5.4%
2022 CA Utility Average and
Total Retail Sales
243,240,118 35.8% 9.2%
If MCE decides to take the GHG-free allocations from DCPP, the nuclear content on the power content label is estimated to be in the range of 4-12%.7 Fiscal Impacts:

If MCE accepted GHG-free allocations from DCPP there’s an estimated savings of $100 Million over the period of extended operation (2025-2030).

Recommendation:

Direct staff to accept or reject PG&E’s allocation of GHG-Free attributes from Diablo Canyon Nuclear Power Plant from 2025-2030.
7 Exact nuclear content will vary based on the final allocations and the final rules for the CEC Power Source Disclosure and Power Content Label in any given year.

PG&E Transfer
of Diablo
Canyon GHG-Free Energy
September 2024
Types of ‘Clean’ Energy Resources
2 Resource Renewable Carbon-free Fossil-free
Solar ✓ ✓ ✓
Wind ✓ ✓ ✓
Geothermal ✓ ✓
Biogas ✓ ✓
Small Hydro ✓ ✓ ✓
Large Hydro ✓ ✓
Nuclear ✓ ✓
Coal
Natural Gas
Renewable: Energy sourced from
naturally replenishing resources.

Carbon-Free: Energy that produces
no carbon dioxide emissions during
generation.

Fossil-Free: Energy that is
generated without using fossil fuels
like coal, oil, or natural gas.

MCE’s energy mix is 100% fossil-free but it is not entirely carbon-free. Light Green is 60% renewable and Deep Green is 100% renewable.

Overview of Diablo Canyon Power Plant
• In 1976, the State of California issued a moratorium on the construction and licensing of new nuclear fission reactors until the federal government implements a solution to radioactive waste disposal.
• Diablo Canyon began operating in 1985 on a 750-acre site in San Luis Obispo County. • The CPUC & Senate Bill 846 extended operations for 5 years to October 2029 (Unit 1) and October 2030 (Unit 2) and require investments in maintenance and upgrades to meet safety and environmental standards.
• Why was an extension granted?
• To support energy reliability with round the clock power while more renewables are integrated into the grid.
• To mitigate economic benefits of shutting down the plant. 3 CCA Customers Pay for Diablo Canyon
MCE customers will continue to pay for a portion of the continued operations costs of Diablo Canyon, whether we accept the allocation or not.

Why?
• CCA customers began departing from Investor-Owned Utility (IOU) service in 2010
• The CPUC authorized IOUs to charge CCA customers for power purchased on their behalf prior to departure
• PG&E was left with excess hydroelectric, renewable, and nuclear power that had value that was not being accounted for
• GHG-free hydro and nuclear were to be allocated to CCAs at no cost because customers paid for these resources through the Power Charge Indifference Adjustment
4 Impacts of Accepting or Declining
5 Accept Decline
MCE customers pay for
Diablo Canyon
Yes Yes
Diablo Canyon Operations No impact No impact
Resource Adequacy Obligation reduced Obligation reduced Financial Impact* Save $100M over 6 years Increased costs of $100M over 6 years
Power Content Label* 4-12% nuclear in Light Green
(3,060 GWh)
Small amounts of nuclear
due to purchase of energy
from Asset Controlling
Supplier.
*Cumulative estimates across 6 years, assuming full acceptance or rejection. Estimates are based on forecasted energy delivery and GHG-free forward prices. The final number of eligible CCAs will determine the exact allocation ratios. 6  Board of Directors: July 18, 2024
 Community Power Coalition: July 24, 2024
 Technical Committee: August 2, 2024
 Executive Committee: August 7,2024
Community & Public
Engagement
6 Both Committees voted unanimously to recommend
that the MCE Board of Directors accept the Diablo
Canyon Power Plant allocation from PG&E.
••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Community Power Coalition Feedback
• 31 total attendees, representing 17 organizations
• Most attendees were in support of accepting the
allocation, citing the following:
- Diablo Canyon will continue to operate regardless
- Customers will continue to pay for this regardless
and should benefit from the savings
- Accepting the allocation aligns with MCE’s primary
mission to reduce GHGs
• One attendee urged MCE not to take the allocation
• All attendees that spoke indicated they were not
supportive of nuclear energy
• Most attendees that spoke expressed a desire for public engagement 7
City of Napa | Contra Costa
County | San Pablo EDC | City of
Martinez | County of Napa -
Natural Resources | Interfaith
Climate Action Network of
Contra Costa | Sustainable
Contra Costa | Récolte Energy |
East Bay EDA | Marin
Conservation League | North
Marin Community Services
(Latine Program) | City of
Richmond | Green Solutions &
Technologies | Marin/Sonoma
Building Electrification Squad |
City of Mill Valley | Town of
Tiburon | Town of Corte Madera
| Pinole Progressive Alliance
8 Community
Education
MCE’s July
Newsletter
• After the Board decision to accept
or decline the allocation,
messaging will be shared with the
public via:
- MCE’s social media channels
(Facebook, Twitter, Instagram, LinkedIn)
- MCE’s newsletter
- MCE’s blog
• MCE’s outreach staff and service
center will also be properly briefed
on how to discuss the change with
customers
Electrify Your Summer
"Re-energize" your home th is summer by goingi electric! Wtl.ether you rent or own, there are simple step•s you can take to power up your ene~gy savings.

Across t!he Unijed States, the demand for electric appliances and cars is going through the (solar-paneled) roof!
• In a new poll, three out of five Americans say t!hey want to live in homes with all or mostly electric appli:ances.
• Heat pumps for air oooling and heating are on track to outRace sales of gas furnaces for th e second year in a row.
• Ttle demand for EVs is high in our area Marin and Contra Costa counties are among the IDR six in the nation for EV sales.

Especially in this summer heat, going electric is healthier for you and the planet, improves indoor air quality, and can boost your comfort.

Start your electric journey this summer and see w1lich1 incentives are right for you! Customer-Friendly Messaging Mockup
Following the State’s decision to extend operations of PG&E’s Diablo Canyon Nuclear Power Plant and assign costs to all customers, including MCE customers, MCE’s Board of Directors has accepted the allocation of GHG-free nuclear energy at no additional cost. MCE remains opposed to increased nuclear generation. In that light, we carefully considered the impacts of this decision along with community feedback. MCE’s commitment remains steadfast: to provide you with sustainable, reliable, and cost-effective energy and to accelerate the reduction of greenhouse gas-emitting energy.

Here’s why MCE’s Board of Directors made the decision to accept these nuclear resources:
• Rate Stability: By accepting this allocation, we’re avoiding extra, redundant purchases, ensuring substantial cost savings — estimated at $100 million over the next six years — which means MCE will be better able to control costs.
• Environmental Benefits: This GHG-free energy aligns with our mission to reduce emissions. • Energy Reliability: Diablo Canyon provides 24x7 ‘around the clock’ GHG-free energy, which is crucial as we continue to integrate more renewables into our grid.
• Equitable Use of Resources: Since our customers are already funding the operations of Diablo Canyon through PG&E fees, accepting this allocation ensures you get the benefits of the energy you’re already paying for.
9 10
Direct staff to accept or reject PG&E’s allocation of
GHG-free attributes from Diablo Canyon Nuclear
Power Plant from 2025-2030.

Recommendation
10 ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• mceCleanEnergy.org
[email protected]
Questions and
Discussion
Financial Statements
Years ended March 31, 2024 & 2023 with Report of Independent Auditors mceCleanEnergy.org
Contra Costa Marin Napa Solano
E

MARIN CLEAN ENERGY
YEARS ENDED MARCH 31, 2024 AND 2023

TABLE OF CONTENTS
Independent Auditor’s Report ………………………………………………….......... 1 Management’s Discussion and Analysis (unaudited) ………………………………... 3 Basic Financial Statements:

Statements of Net Position …………………………………………………… 8
Statements of Revenues, Expenses and Changes in Net Position …................ 9 Statements of Cash Flows ……………………………………………………. 10
Notes to the Basic Financial Statements ……………………………………… 12 1 INDEPENDENT AUDITORS’ REPORT
Baker Tilly Advisory Group, LP and Baker Tilly US, LLP, trading as Baker Tilly, are members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. Baker Tilly US, LLP is a licensed CPA firm that provides assurance services to its clients. Baker Tilly Advisory Group, LP and its subsidiary entities provide tax and consulting services to their clients and are not licensed CPA firms.

Independent Auditors' Report
To the Board of Directors of
Marin Clean Energy
Opinion
We have audited the accompanying financial statements of Marin Clean Energy (MCE), as of and for the years ended March 31, 2024 and 2023, and the related notes to the financial statements, which collectively comprise MCE's basic financial statements as listed in the table of contents.

In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of MCE as of March 31, 2024 and 2023, and the changes in financial position and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of MCE and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about MCE's ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter.

Auditors' Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
1 <t bakertilly
In performing an audit in accordance with GAAS, we:
 Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of MCE's internal control. Accordingly, no such opinion is expressed.  Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about MCE's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

Required Supplementary Information
Accounting principles generally accepted in the United States of America require that the Management Discussion and Analysis be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Madison, Wisconsin
September 9, 2024
2 2
MANAGEMENT’S DISCUSSION AND ANALYSIS

MARIN CLEAN ENERGY
3 MANAGEMENT’S DISCUSSION AND ANALYSIS
YEARS ENDED MARCH 31, 2024 AND 2023
The purpose of management’s discussion and analysis (MD&A) is to help stakeholders and other readers understand what the financial statements and notes in this report say about Marin Clean Energy’s (MCE) financial health and why it has changed since last year. It contains information drawn from other parts of the report, accompanied by explanations informed by the finance staff’s knowledge of MCE’s finances.

If you have questions about this report or require further information, please contact MCE at [email protected].

Overview of the Financial Statements
MCE’s financial report contains basic financial statements, which include:
o The Statements of Net Position include all of MCE’s assets, liabilities, deferred inflows of resources and net position and provides information about the nature and amount of resources and obligations at a specific point in time.
o The Statements of Revenues, Expenses, and Changes in Net Position report all of MCE’s revenue and expenses for the years shown.
o The Statements of Cash Flows report the cash provided and used by operating activities, as well as other sources and uses, such as capital and investing activities. o The notes to the Basic Financial Statements provide additional details and information related to the basic financial statements.

MARIN CLEAN ENERGY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEARS ENDED MARCH 31, 2024 AND 2023
(Continued)
4 Financial Summary
MCE’s Net Position
2024 2023 2022
Current assets $ 371,376,427 $ 287,116,314 $ 271,986,377 Noncurrent assets
Capital assets, net 863,432 1,818,709 2,049,223
Other noncurrent assets 219,792,317 75,742,193 15,969,822 Total noncurrent assets 220,655,749 77,560,902 18,019,045 Total assets 592,032,176 364,677,216 290,005,422
Current liabilities 118,346,661 89,968,725 70,434,083
Noncurrent liabilities - 536,645 1,364,363
Total liabilities 118,346,661 90,505,370 71,798,446
Deferred inflows of resources 70,000,000 30,000,000 15,000,000 Net position:

Net investment in capital assets 326,788 508,444 693,493 Unrestricted 403,358,727 243,663,402 202,513,483
Total net position $ 403,685,515 $ 244,171,846 $ 203,206,976 The table shows that as of March 31, 2024, MCE’s total net position, assets minus liabilities and deferred inflows was approximately $404,000,000, an increase of $160,000,000 or 65% compared with March 31, 2023. Most of the increase in net position was concentrated in increases in cash and investments, as a result of MCE’s operating surplus discussed below.

MCE’s Changes in Net Position
2024 2023 2022
Operating revenues $ 767,779,391 $ 636,588,526 $ 469,123,209 Nonoperating revenues - grant revenue - 4,226,302 6,216,069 Nonoperating revenues - investment income 15,420,160 4,007,603 584,054 Total income 783,199,551 644,822,431 475,923,332
Operating expenses 623,457,057 603,621,093 461,805,695
Nonoperating expenses 228,825 236,468 260,968
Total expenses 623,685,882 603,857,561 462,066,663
Change in net position $ 159,513,669 $ 40,964,870 $ 13,856,669 Increases in electricity sales accounted for most of the increase in total income. The cost of electricity, a component of operating expenses, increased modestly from fiscal year 2023 to fiscal year 2024.

MARIN CLEAN ENERGY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEARS ENDED MARCH 31, 2024 AND 2023
(Continued)
5 Detailed Analysis
Current assets increased from $287,000,000 at the end of fiscal year 2023 to $371,000,000 at the end of fiscal year 2024. This increase was due to operating surpluses primarily driven by customer rate increases. Current assets at the end of fiscal year 2024 were primarily comprised of cash and investments of $257,00,000, accounts receivable of $61,000,000, and accrued revenue of $32,000,000.

Capital and lease assets are reported net of depreciation and amortization. Each year, the change is mostly due to depreciation and amortization expense. Capital assets held by MCE include leasehold improvements, furniture, and equipment.

Other noncurrent assets include investments of $70,000,000 at the end of fiscal year 2024 and $30,000,000 at the end of fiscal year 2023 in an Operating Reserve Fund used to defer revenue for later years when financial results necessitate draws on reserves. By postponing revenue recognition to future years, MCE will be positioned to avoid sudden rate increases to address unanticipated spikes in energy costs and other unforeseen circumstances. The Operating Reserve Fund increased by $40,000,000 in fiscal year 2024.

The largest components of current liabilities are (a) the cost of electricity delivered to customers that is not yet paid by MCE and (b) unexpended program advances from grantors. Current liabilities for the cost of energy increased each year due to changes in payment terms of certain energy products, as well as the prices of those products. Funds received from grantors also increased year over year as MCE continues to expand its customer program activities. Many of the grant programs provide funds to MCE prior to MCE incurring program expenses. This often causes short-term increases to MCE’s related cash balances. These cash balances must be used for eligible program expenses and are reported as “restricted” cash on the Statement of Net Position.

Noncurrent liabilities consist of the long-term portion of lease payments for MCE’s office premises.

The reduction each year is the result of amortization of the liability.

Operating revenues increased each year from fiscal years 2022 to 2024, primarily from territory expansions and increases in customer rates. In fiscal year 2024, the driver of the change was the increased revenue from customer rate increases effective January 1, 2023 that were in place for the entire fiscal year 2024. MCE also receives revenues from sources other than retail customer sales.

These sources include liquidated damage revenue resulting from supplier noncompliance as well as grant income used to assist with various customer programs. Revenue from liquidated damages increased from fiscal year 2023 to fiscal year 2024 primarily due to delays in the operations of certain energy supplier facilities.

MARIN CLEAN ENERGY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEARS ENDED MARCH 31, 2024 AND 2023
(Continued)
6 Detailed Analysis (continued)
Grant income from the California Arrearage Payment Plan (CAPP) was included in nonoperating revenues for fiscal years 2022 and 2023. This grant was applicable for two years and did not recur in fiscal year 2024. Interest and investment income increased each year due to changes in market interest rates as well as increases in invested assets.

Operating expenses increased each year, primarily due to increased prices for certain products in the energy markets. For all the years presented, the largest expense was the cost of electricity. MCE procures energy from a variety of sources to minimize this risk and maintain a balanced renewable power portfolio. Energy costs from fiscal year 2023 to fiscal year 2024 were lower than anticipated due to mild weather, abundant hydro-generated energy and declining natural gas prices. Mild weather also reduced summer peak usage, which often comes at higher rates, further adding to cost savings.

Significant Capital Asset and Long-Term Financing Activity MCE does not own assets used for electric generation or distribution. Included in capital assets are office equipment, such as computers, furniture and leasehold improvements.

Assets that are leased by MCE, such as office premises, are recorded in the Statement of Net Position with a related liability for future obligations.

MCE does not have any outstanding financing debt. MCE has a revolving credit agreement with Royal Bank of Canada with a credit line of $60 million that is effective until May 2026.

MARIN CLEAN ENERGY
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEARS ENDED MARCH 31, 2024 AND 2023
(Continued)
7 Currently Known Facts, Decisions, or Conditions
MCE signs renewable energy agreements, procures power and electrical capacity and signs other power purchase agreements to comply with state law and elevated voluntary targets for renewable and greenhouse gas-free products as described in its Integrated Resource Plans. California law established a Renewable Portfolio Standard (RPS) that requires load-serving entities (“LSEs”), such as MCE, to gradually increase the amount of renewable energy they deliver to their customers.

As of March 31, 2024, MCE has executed RPS contracts of ten years or more in duration that are projected to meet MCE’s Senate Bill 350 long-term contracting requirements and MCE is planning to continue its long-term RPS procurement as opportunities arise. MCE manages risks associated with these commitments by aligning purchase commitments with expected demand for electricity and by securing a diversity of technologies, geographical locations, and suppliers. Expected obligations under power purchase agreements totaled approximately $5.5 billion as of March 31st, 2024 and $4.2 billion as of March 31, 2023.

MCE business functions could benefit from direct investment in renewable energy generation, battery storage, transmission, or resource adequacy assets. Regulatory mandates, inventory of available projects, supply chain disruptions and interconnection delays are increasing the costs and availability of these necessary assets. Given the increased costs of energy procurement, the agency has taken steps to be prepared to potentially own assets that could mitigate exposure to volatile market prices. The agency has prepared itself by securing strong investment grade credit ratings, accumulating ample reserves, funding a rate stabilization fund and creating a bond indenture to allow the issuance of debt to finance future capital projects.

Furthermore, MCE has begun evaluating opportunities for investment in renewable generating assets, subject to then-current market conditions, statutory requirements and regulatory considerations. Any investment decisions would be made following thorough environmental reviews and in consultation with MCE’s financial advisors, investment bankers, attorneys, and, potentially, with customer input.

MCE is expected to start serving the City of Hercules in early 2025. The city will add around 10,000 additional customer accounts, bringing the total customer count to about 600,000.

Requests for Information
This financial report is designed to provide MCE’s board members, stakeholders, customers, and creditors with a general overview of MCE’s finances and to demonstrate MCE’s accountability for the funds under its stewardship.

Please address any questions about this report or requests for additional financial information to the finance department at 1125 Tamalpais Avenue, San Rafael, CA 94901.

BASIC FINANCIAL STATEMENTS

MARIN CLEAN ENERGY
8 The accompanying notes are an integral part of these financial statements

STATEMENTS OF NET POSITION
MARCH 31, 2024 AND 2023
2024 2023
Current assets
Cash and cash equivalents - unrestricted $ 101,027,404 $ 73,348,263 Accounts receivable, net of allowance 61,447,640 66,401,473 Accrued revenue 31,912,468 31,180,447
Other receivables 5,822,709 1,985,508
Prepaid expenses 972,203 651,310
Restricted cash 40,322,101 33,782,947
Investments 115,763,550 68,841,532
Deposits 14,108,352 10,924,834
Total current assets 371,376,427 287,116,314
Noncurrent assets
Cash and cash equivalents - unrestricted 70,000,000 30,000,000 Investments 149,588,819 45,538,694
Capital assets, net of depreciation and amortization 863,432 1,818,709 Deposits 203,498 203,499
Total noncurrent assets 220,655,749 77,560,902
Total assets 592,032,176 364,677,216
Current liabilities
Accrued cost of electricity 67,950,289 45,803,423
Accounts payable 4,552,442 4,071,832
Other accrued liabilities 2,713,413 1,845,922
User taxes and energy surcharges due to other governments 1,288,372 3,112,581 Security deposits - energy suppliers 983,400 578,400
Lease liabilities 536,644 773,620
Advances from grantors 40,322,101 33,782,947
Total current liabilities 118,346,661 89,968,725
Noncurrent liabilities
Lease liabilities - 536,645
Total liabilities 118,346,661 90,505,370
Operating Reserve Fund 70,000,000 30,000,000
Net position
Net investment in capital assets 326,788 508,444
Unrestricted 403,358,727 243,663,402
Total net position $ 403,685,515 $ 244,171,846

NET POSITION
ASSETS

LIABILITIES

DEFERRED INFLOWS OF RESOURCES

MARIN CLEAN ENERGY
9 The accompanying notes are an integral part of these financial statements

STATEMENTS OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
YEARS ENDED MARCH 31, 2024 AND 2023
2024 2023

OPERATING REVENUES
Electricity sales, net $ 770,344,682 $ 633,836,160
Rate stabilization (40,000,000) (15,000,000)
Grant revenue 11,360,450 10,532,421
Liquidated damages 26,074,259 7,219,945
Total operating revenues 767,779,391 636,588,526

OPERATING EXPENSES
Cost of electricity 571,404,901 559,107,368
Contract services 21,157,869 19,389,252
Staff compensation 20,936,409 17,193,096
Other operating expenses 9,002,600 6,935,136
Depreciation and amortization 955,278 996,241
Total operating expenses 623,457,057 603,621,093
Operating income 144,322,334 32,967,433

NONOPERATING REVENUES (EXPENSES)
Grant revenue - 4,226,302
Interest and investment returns 15,420,160 4,007,603
Finance costs (228,825) (236,468)
Nonoperating revenues (expenses), net 15,191,335 7,997,437 CHANGE IN NET POSITION 159,513,669 40,964,870
Net position at beginning of year 244,171,846 203,206,976 Net position at end of year $ 403,685,515 $ 244,171,846

MARIN CLEAN ENERGY
10 The accompanying notes are an integral part of these financial statements

STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2024 AND 2023
2024 2023

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 787,253,332 $ 615,120,232
Receipts from grantors 17,492,976 35,646,753
Receipts of security deposits 735,000 -
Other operating receipts 26,038,569 47,962,860
Payments to suppliers for electricity and collateral (550,128,341) (594,359,829) Payments for other goods and services (32,026,332) (32,597,611) Payments for staff compensation (20,341,996) (16,961,121) Payments of taxes and surcharges to other governments (14,511,047) (9,533,701) Net cash provided by operating activities 214,512,161 45,277,583

CASH FLOWS FROM NON-CAPITAL

FINANCING ACTIVITIES
Grant revenue - 4,226,302
Finance costs paid (244,702) (182,127)
Net cash provided (used) by non-capital
financing activities (244,702) 4,044,175

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liabilities (802,244) (952,165)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment income received 13,175,360 2,475,425
Proceeds from investment sales 67,390,731 16,100,000
Purchase of investments (219,813,011) (130,493,470)
Net cash used by investing activities (139,246,920) (111,918,045) Net change in cash and cash equivalents 74,218,295 (63,548,452) Cash and cash equivalents at beginning of year 137,131,210 200,679,662 Cash and cash equivalents at end of year $ 211,349,505 $ 137,131,210 Reconciliation to the Statement of Net Position
Current assets
Cash and cash equivalents (unrestricted) $ 101,027,404 $ 73,348,263 Restricted cash 40,322,101 33,782,947
Noncurrent assets
Cash and cash equivalents (unrestricted) 70,000,000 30,000,000 Cash and cash equivalents $ 211,349,505 $ 137,131,210

MARIN CLEAN ENERGY
11 The accompanying notes are an integral part of these financial statements

STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2024 AND 2023
(CONTINUED)
2024 2023
Operating income $ 144,322,334 $ 32,967,433
Adjustments to reconcile operating income to net
cash provided by operating activities
Depreciation and amortization expense 955,278 996,241
(Increase) decrease in:

Accounts receivable, net 4,953,833 (20,103,625)
Accrued revenue (732,021) (10,666,636)
Other receivables (905,999) 1,656,337
Prepaid expenses (320,893) 4,162,992
Deposits (2,419,783) 1,660,093
Increase (decrease) in:

Accrued cost of electricity 22,146,866 4,102,389
Accounts payable 525,110 1,061,198
Other accrued liabilities 867,491 184,233
User taxes and energy surcharges due to other governments (1,824,209) 961,313 Security deposits - energy suppliers 405,000 (4,435,100) Operating Reserve Fund 40,000,000 15,000,000
Advances from grantors 6,539,154 17,730,715
Net cash provided by operating activities $ 214,512,161 $ 45,277,583 2024 2023
Unrealized appreciation and timing differences
in investment income $ 2,244,800 $ 1,532,178

NONCASH INVESTING, CAPITAL AND FINANCING ACTIVITIES

RECONCILIATION OF OPERATING INCOME TO NET

CASH PROVIDED BY OPERATING ACTIVITIES

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
12 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REPORTING ENTITY
Marin Clean Energy (MCE) is a California joint powers authority created on December 19, 2008. As of March 31, 2024, parties to its Joint Powers Agreement consist of the following local governments:

Contra Costa Marin Napa Solano
Concord Belvedere American Canyon Benicia
Danville Corte Madera Calistoga Fairfield
El Cerrito Fairfax Napa Unincorporated area
Lafayette Larkspur St. Helena Vallejo
Martinez Mill Valley Unincorporated area
Moraga Novato Yountville
Oakley Ross
Pinole San Anselmo
Pittsburg San Rafael
Pleasant Hill Sausalito
Richmond Tiburon
San Pablo Unincorporated area
San Ramon
Unincorporated area
MCE is separate from and derives no financial support from its members. MCE is governed by a Board of Directors whose membership is composed of elected officials representing one or more of the parties.

MCE’s mission is to confront the climate crisis by eliminating fossil fuel greenhouse gas emissions, producing renewable energy, and creating equitable community. MCE provides electric service to retail customers as a Community Choice Aggregation Program (CCA) under the California Public Utilities Code Section 366.2.

Electricity is acquired from commercial suppliers and delivered through existing physical infrastructure and equipment managed by Pacific Gas and Electric Company. MCE administers energy efficiency programs that support the development, coordination, and implementation of energy efficiency projects in and around MCE’s service area. The funding for energy efficiency programs is provided from ratepayers and regulated by the California Public Utilities Commission.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
13 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

BASIS OF ACCOUNTING
MCE’s financial statements are prepared in accordance with generally accepted accounting principles (GAAP). The Governmental Accounting Standards Board (GASB) is responsible for establishing GAAP for state and local governments through its pronouncements.

MCE’s operations are accounted for as a governmental enterprise fund and are reported using the economic resources measurement focus and the accrual basis of accounting – similar to business enterprises. Accordingly, revenues are recognized when they are earned, and expenses are recognized at the time liabilities are incurred. Enterprise fund-type operating statements present increases (revenues) and decreases (expenses) in total net position. Reported net position is segregated into three categories – net investment in capital assets, restricted, and unrestricted.

When both restricted and unrestricted resources are available for use, it is MCE’s policy to use restricted resources first, then unrestricted resources as they are needed.

CASH AND CASH EQUIVALENTS
For purposes of the Statements of Cash Flows, MCE defines cash and cash equivalents to include cash on hand, demand deposits, and short-term investments with an original maturity of three months or less. The Statement of Net Position presents restricted cash balances separately. Restricted cash reported on the Statements of Net Position includes funding advanced from grantors.

INVESTMENTS
Investments are stated at fair value based on prices listed on a national exchange for debt securities. Certificates of deposits are stated at cost. MCE intends to hold its securities to maturity. Investments with a maturity of less than one year are shown as current assets in the Statement of Net Position. Investments with a maturity of one year or more are shown as noncurrent assets in the Statement of Net Position.

MCE’s Investment Policy permits the investment of funds in depository accounts, Local Agency Investment Fund (LAIF) program operated by the California State Treasury, United States Treasury obligations, federal agency securities, commercial paper, certificates of deposits, money market funds, corporate bonds and collateralized mortgage obligations.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
14 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

PREPAID EXPENSES
Payments made to vendors that will benefit periods beyond the end of the current fiscal year are recorded as prepaid expenses.

DEPOSITS
Contracts to purchase energy may require MCE to provide the supplier with advanced payments or security deposits. Deposits are generally held for the term of the contract and are classified as current or noncurrent assets depending on the length of time the deposits will be outstanding.

LEASE ASSETS AND LEASE LIABILITIES
MCE recognizes an asset and liability when it enters into certain leasing arrangements. The leased assets are amortized over the term of the leases. The lease liabilities are the present value of payments expected to be paid to the lessors during the terms of the lease. MCE’s only leased assets and liabilities relate to its office premises.

CAPITAL ASSETS AND DEPRECIATION
MCE’s policy is to capitalize furniture and equipment valued over $5,000 that is expected to be in service for over one year. Depreciation is computed according to the straight-line method over estimated useful lives of three years for electronic equipment, seven years for furniture, and ten years for leasehold improvements. MCE does not own any electric generation assets.

SECURITY DEPOSITS FROM ENERGY SUPPLIERS
Various energy contracts entered into by MCE require the supplier to provide MCE with a security deposit. These deposits are generally held for the term of the contract or until the completion of certain benchmarks. Deposits are classified as current or noncurrent depending on the length of the time the deposits will be held.

ADVANCES FROM GRANTORS
MCE received grant funding from various grantors. The amount in this category represents funds received by MCE, but not yet expended to carry out specific goals. See Note 7 for additional information related to grants administered by MCE.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
15 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

OPERATING RESERVE FUND
In March 2020, MCE created an Operating Reserve Fund (ORF) to allow MCE to defer revenue in years when financial results are strong for use in future years when financial results may decline. MCE’s ORF Policy allows a deferral of revenues into the ORF when the net revenues are projected to exceed 5% of total revenues in a fiscal year. The ORF Policy has a targeted maximum balance of 10% of the total revenues in the current fiscal year. In accordance with GASB Statement No. 62, the amount deposited into the fund is shown as a reduction of operating revenues and reported on the statements of net position as a deferred inflow of resources. Transfers to this fund were $40,000,000 and $15,000,000 in fiscal years 2024 and 2023, respectively.

NET POSITION
Net position is presented in the following components:

Net Investment in capital assets: This component of net position consists of capital assets, lease assets, net of accumulated depreciation and amortization, and reduced by outstanding borrowings that are attributable to the acquisition, construction, or improvement of those assets.

Restricted: This component of net position consists of restraints placed on net asset use through external constraints imposed by creditors (such as through debt covenants), grantors, contributors, or laws or regulations of other governments or constraints imposed by law through constitutional provisions or enabling legislation. There was no restricted component on March 31, 2024 or 2023.

Unrestricted: This component of net position consists of net position that does not meet the definitions of “net investment in capital assets” or “restricted.”

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
16 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

OPERATING AND NON-OPERATING REVENUE
Operating revenues include energy sales to retail customers, grant revenue earned from the delivery of program activities, and liquidated damages from suppliers that fail to meet delivery commitments. Operating revenues also include contributions to or distributions from the Operating Reserve Fund.

Investment income and grants that are not earned from the delivery of program activities are considered “non-operating revenues.”

REVENUE RECOGNITION
MCE recognizes revenue on the accrual basis. This includes invoices issued to customers during the reporting period and electricity estimated to have been delivered but not yet billed. Management estimates that a portion of the billed amounts will be uncollectible.

Accordingly, an allowance for uncollectible accounts has been recorded.

OPERATING AND NON-OPERATING EXPENSES
Operating expenses include the cost of sales and services, administrative expenses, depreciation of capital assets, and amortization of right-to-use assets. Expenses not meeting this definition are reported as non-operating expenses.

ELECTRICAL POWER PURCHASED
During the normal course of business MCE purchases electrical power from numerous suppliers. Electricity costs include the cost of energy and capacity arising from bilateral contracts with energy suppliers as well as generation credits, and load and other charges arising from MCE’s participation in the California Independent System Operator’s centralized market. The cost of electricity and capacity is recognized as “Cost of Electricity” in the Statements of Revenues, Expenses and Changes in Net Position.

To comply with the State of California’s Renewable Portfolio Standards (RPS) and self-imposed benchmarks, MCE acquires RPS eligible renewable energy evidenced by Renewable Energy Certificates (Certificates) recognized by the Western Renewable Energy Generation Information System. MCE obtains Certificates with the intent to retire them and does not sell or build surpluses of Certificates with a profit motive. An expense is recognized at the point that the cost of the Certificate is due and payable to the supplier.

MCE purchases capacity commitments from qualifying generators to comply with the California Energy Commission’s Resource Adequacy Program.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
17 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ELECTRICAL POWER PURCHASED (CONTINUED)
The goals of the Resource Adequacy Program are to provide sufficient resources to the California Independent System Operator to ensure the safe and reliable operation of the energy grid in real-time and to provide appropriate incentives for the siting and construction of new resources needed for reliability in the future. MCE is in compliance with external mandates and self-imposed benchmarks.

STAFFING COSTS
MCE pays employees semi-monthly and fully pays its obligation for health benefits and contributions to its defined contribution retirement plan each month. MCE is not obligated to provide post-employment healthcare or other fringe benefits and, accordingly, no related liability is recorded in these financial statements. MCE provides compensated time off, and the related liability is recorded with other accrued liabilities in these financial statements.

INCOME TAXES
MCE is a joint powers authority under the provision of the California Government Code and is not subject to federal or state income or franchise taxes.

ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

RECLASSIFICATIONS
Certain amounts in the prior-year financial statements have been reclassified for comparative purposes to conform to the presentation of the current-year financial statements. These reclassifications did not result in any change in previously reported net position or change in net position.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
18 2. CASH AND CASH EQUIVALENTS
MCE maintains its cash in both interest-bearing and non-interest-bearing demand and term deposit accounts at River City Bank of Sacramento, California. MCE’s deposits with River City Bank are subject to California Government Code Section 16521 which requires that River City Bank provide collateral of 110% for public funds in excess of the Federal Deposit Insurance Corporation limit of $250,000. MCE monitors its risk exposure to River City Bank on an ongoing basis.

3. ACCOUNTS RECEIVABLE
Accounts receivable were as follows as of March 31:
2024 2023
Accounts receivable from customers 95,182,970 $ $ 93,990,987 Allowance for uncollectible accounts (33,735,330) (27,589,514) Net accounts receivable 61,447,640 $ $ 66,401,473
Most account collections occur within the first few months after the customer is invoiced.

MCE estimates that a portion of the billed accounts will not be collected. MCE continues collection efforts on accounts in excess of de minimis balances regardless of the age of the account. Although collection success generally decreases with the age of the receivable, MCE continues to have success collecting older accounts. The allowance for uncollectible accounts at the end of a period includes amounts billed during the current and prior fiscal years.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
19 4. INVESTMENTS
During the fiscal years ended March 31, 2024 and 2023, MCE purchased investments with original maturities of three months or more. As of March 31, the fair value of investments was as follows:
2024 2023
Current Investments:

U.S. Treasury securities $ 14,427,590 $ 2,840,387
Commercial paper - 489,557
Corporate bonds 994,157 -
Certificates of deposit 100,341,803 65,511,588
Total current investments $ 115,763,550 $ 68,841,532
2024 2023
Noncurrent Investments:

Asset backed securities $ 17,183,951 $ -
U.S. Treasury securities 59,720,505 30,239,426
Collateralized mortgage obligations 17,118,474 2,627,860 Corporate bonds 39,492,019 12,671,408
Supranational 4,891,913 -
Certificates of deposit 11,181,957 -
Total noncurrent investments $ 149,588,819 $ 45,538,694

FAIR VALUE MEASUREMENT
GASB Statement No. 72, Fair Value Measurement and Application, sets forth the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets, Level 2 inputs are significant other observable inputs, and Level 3 inputs are significant unobservable inputs.

In instances where inputs used to measure fair value fall into more than one level in the fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. MCE’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
20 4. INVESTMENTS (CONTINUED)
As of March 31, 2024 and 2023, MCE’s investments are considered Level 1 inputs.

Quoted prices in active markets were used for determining fair value measurement.

CREDIT RISK
Credit risk is the risk an issuer or other counterparty to an investment will not fulfill its obligations. As of March 31, 2024 and 2023, MCE’s investments were rated as follows:
2024 2023
Asset backed securities NR- to AAA -
Supranational AAA -
Commercial paper - A-1
Certificates of deposit NR NR to A-1
Corporate bonds A- to AAA A- to AAA
Standard & Poors
MCE’s investment policy limits investments to those allowed by Section 53601 of the California Government Code.

CUSTODIAL CREDIT RISK
Cash and cash equivalents
Custodial credit risk is the risk that in the event of a financial institution failure, MCE’s deposits may not be returned to MCE.

As of March 31, 2024 and 2023, none of MCE’s bank balances are known to be individually exposed to credit risk.

Investments
Custodial credit risk for investments is the risk that, in the event of the failure of the counterparty to a transaction, MCE would not be able to recover the value of the investment or collateral securities that are in the possession of an outside party. All of MCE’s investments are exposed to credit risk.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
21 4. INVESTMENTS (CONTINUED)
MCE’s investment policy requires that all investments owned by MCE shall be held in safekeeping by a third-party custodian, acting as an agent for MCE under the terms of a custody agreement.

INTEREST RATE RISK
Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. Duration is a measure of the price sensitivity of a fixed income portfolio to changes in interest rates. It is calculated as the weighted average time to receive a bond’s coupon and principal payments. The longer the duration of a portfolio, the greater its price sensitivity to changes in interest rates. MCE manages its exposure to declines in fair values by limiting the weighted average maturity of its investments.

Following is a summary of investment maturities as of March 31, 2024:

Investment Type Fair Value Less Than 1 Year 1-5 Years
U.S. Treasury securities $ 74,148,095 $ 14,427,590 $ 59,720,505 Corporate bonds 40,486,176 994,157 39,492,019
Certificates of deposit 111,523,760 100,341,803 11,181,957 Asset backed securities 17,183,951 - 17,183,951
Collateralized mortgage obligations 17,118,474 - 17,118,474 Supranational 4,891,913 - 4,891,913
$ 265,352,369 $ 115,763,550 $ 149,588,819
Investment Maturities
Following is a summary of investment maturities as of March 31, 2023:

Investment Maturities
Investment Type Fair Value Less Than 1 Year 1-5 Years
U.S. Treasury securities $ 33,079,813 $ 2,840,387 $ 30,239,426 Collateralized mortgage obligations 2,627,860 - 2,627,860 Commercial paper 489,557 489,557 -
Corporate bonds 12,671,408 - 12,671,408
Certificates of deposit 65,511,588 65,511,588 -
$ 114,380,226 $ 68,841,532 $ 45,538,694

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
22 5. CAPITAL ASSETS
Capital asset activity for the year ended March 31, 2024 was as follows:

Beginning
balance Increases Decreases
Ending
balance
Capital assets being depreciated and amortized:

Furniture and equipment $ 864,374 $ (64,801) - $ $ 799,573 Leasehold improvements 1,072,028 - - 1,072,028
Intangible assets-buildings 2,878,560 - - 2,878,560
Total capital assets being depreciated and amortized: 4,814,962 - (64,801) 4,750,161 Less accumulated depreciation and amortization:

Furniture , equipment and leasehold improvements (1,337,574) (213,693) 64,801 (1,486,466) Intangible assets-buildings (1,658,678) (741,585) - (2,400,263) Total accumulated depreciation and amortization (2,996,252) (955,278) 64,801 (3,886,729) Total capital assets, net of depreciation and amortization 1,818,710 $ $ (955,278) $ 863,432 - $ Capital asset activity for the year ended March 31, 2023 was as follows:

Beginning
balance Increases Decreases
Ending
balance
Capital assets being depreciated and amortized:

Furniture and equipment $ 920,542 $ (56,168) - $ $ 864,374 Leasehold improvements 1,072,028 - - 1,072,028
Intangible assets-buildings 2,878,560 - - 2,878,560
Total capital assets being depreciated and amortized: 4,871,130 - (56,168) 4,814,962 Less accumulated depreciation and amortization:

Furniture , equipment and leasehold improvements (1,226,843) (166,900) 56,168 (1,337,575) Intangible assets-buildings (829,337) (829,341) - (1,658,678) Total accumulated depreciation and amortization (2,056,180) (996,241) 56,168 (2,996,253) Total capital assets, net of depreciation and amortization 2,814,950 $ $ (996,241) $ 1,818,709 - $

6. DEBT

LINE OF CREDIT AND LETTERS OF CREDIT
In November 2019, MCE entered into a revolving credit agreement with JPMorgan Chase Bank. The available credit line under this agreement was $40 million and enhanced MCE’s overall liquidity for potential working capital needs, collateral requirements, and enhances MCE’s investment credit rating. The JPMorgan Chase agreement was replaced in May 2023 when MCE entered into a revolving credit agreement with Royal Bank of Canada (RBC).

The RBC credit line of $60 million extends to May 2026.

MCE had no standby Letters of Credit or amounts outstanding under its lines of credit agreement as of March 31, 2024, and 2023. Any unused balance is subject to a 0.445% fee per annum. Fees related to opening and renewal of the line of credit and posting any letters of credit are reported as interest and related expenses.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
23 7. GRANTS
MCE administers various grants from the California Public Utilities Commission (CPUC), California Energy Commission, and other sources. Grant revenues are recognized when a corresponding eligible expense is incurred.

MCE also administered a grant from the California Arrearage Payment Program (CAPP) that offers financial assistance for California energy utility customers to help reduce past due energy account balances that increased during the COVID-19 pandemic. This program concluded in 2023.

The following is a summary of grant revenue for the years ended March 31:
2024 2023
Operating grants:

EE $ 9,863,899 $ 8,194,907
DAC 956,203 1,957,959
Other 540,348 379,555
$ 11,360,450 $ 10,532,421
Nonoperating grant:

CAPP - 4,226,302
Total grant revenue 11,360,450 $ $ 14,758,723
Legend
CAPP California Arrearage Payment Plan
EE Energy Efficiency - Public Purpose Program (multiple programs) DAC Disadvantaged Community - Green Access

8. DEFINED CONTRIBUTION RETIREMENT PLAN
The Marin Clean Energy Plan (Plan) is a defined contribution retirement plan established by MCE to provide benefits at retirement to its employees. The Plan is administered by Nationwide Retirement Solutions. As of March 31, 2024, there were 91 plan members.

MCE is required to contribute 10% of annual covered payroll to the Plan and contributed $1,520,000 and $1,270,000 during the fiscal years ended March 31, 2024 and 2023, respectively. The Plan includes vesting provisions intended to encourage employee retention. Plan provisions and contribution requirements are established and may be amended by the Board of Directors.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
24 9. RISK MANAGEMENT
MCE is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; and errors and omissions. During the year, MCE purchased insurance policies from commercial carriers to mitigate risks that include those associated with earthquakes, theft, general liability, errors and omissions, and property damage. There were no significant reductions in coverage compared to the prior year. There were no settled claims that exceeded coverage in any of the last three years.

From time to time, MCE may be a party to various pending claims and legal proceedings.

Although the outcome of such matters cannot be forecasted with certainty, it is the opinion of management and MCE’s legal counsel that the likelihood is remote that any such claims or proceedings will have a material adverse effect on MCE’s financial position or results of operations.

MCE maintains risk management policies, procedures and systems that help mitigate credit, liquidity, market, operating, regulatory and other risks that arise from participation in the California energy market. Credit guidelines include a preference for transacting with investment-grade counterparties, evaluating counterparties’ financial condition and assigning credit limits as applicable. These credit limits are established based on risk and return considerations under terms customarily available in the industry. In addition, MCE enters into netting arrangements whenever possible and where appropriate obtains collateral and other performance assurances from counterparties. Further information about MCE’s energy risk management policy can be found online at https://mcecleanenergy.org/wp-content/uploads/2022/01/Policy_015_MCE_Risk_Management_Policy.pdf.

10. PURCHASE COMMITMENTS

POWER AND ELECTRIC CAPACITY
In the ordinary course of business, MCE enters into various power purchase agreements to acquire renewable and other energy and electric capacity. The price and volume of purchased power may be fixed or variable. Variable pricing is generally based on the market price of either natural gas or electricity at the date of delivery. Variable volume is generally associated with contracts to purchase energy from as-available resources such as solar, wind and hydro-electric facilities.

MCE enters into power purchase agreements to comply with state law and voluntary targets for renewable and greenhouse gas free products and to ensure stable and competitive electric rates for its customers. MCE recognizes an expense and a liability at the point it receives the related product.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
25 10. PURCHASE COMMITMENTS (continued)
The following table represents the expected, undiscounted, contractual obligations outstanding as of March 31, 2024:

Year ended March 31,
2025 $ 620,000,000
2026 450,000,000
2027 360,000,000
2028 370,000,000
2029 340,000,000
2030-47 3,370,000,000
Total $ 5,510,000,000

11. LEASES
Lease assets are reported in accordance with Governmental Accounting Standards Board No. 87 (GASB 87).

PROPERTY LEASE
On March 9, 2015, MCE entered into a ten-year non-cancelable lease for its San Rafael, California office premise. The rental agreement includes an option to renew the lease for five additional years. On December 12, 2017, MCE entered into a 68-month non-cancelable lease for its Concord, California office location. This lease was amended with a new expiration date of December 31, 2024. Rental payments for MCE’s office space were $767,000 and $886,000 for the fiscal years ended March 31, 2024 and 2023, respectively. As of March 31, 2024, future minimum lease payments under the leases were projected to be $537,000 principal, $11,000 interest, for a total of $548,000.

STORAGE CONTRACT ARRANGEMENTS
In providing electricity to its customers, MCE has entered into energy storage agreements.

Through these agreements, MCE obtains the right to control certain aspects of the nature and manner and use of the underlying facilities. The monthly payments made by MCE are variable and based on the performance of the underlying assets including the plant’s available capacity, operating charging efficiency, and the seller’s responsiveness to MCE’s charging and discharge instructions. The variable payments under energy storage agreements are recognized as part of the cost of electricity on the Statement of Revenues, Expenses, and Changes in Net Position. Variable payments for the energy storage agreements totaled approximately $3,053,000 and $0 in fiscal years 2024 and 2023, respectively.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
26 12. JOINT VENTURE
MCE participates in a joint powers agreement (JPA) through the California Community Choice Financing Authority (CCCFA). CCCFA was formed as a conduit issuer to assist its members by undertaking the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds on behalf of one or more of the members by, among other things, issuing or incurring bonds and entering into related contracts with its members.

Any debt or liability incurred by CCCFA on behalf of a member to prepay for renewable energy is not a debt or liability of that member. Furthermore, the assets of CCCFA in the form of prepaid energy or reserves held by the respective bond trustees for any prepayment transaction undertaken on behalf of a member does not constitute an asset or reserve of that member.

Some of the bonds CCCFA issued are to be used to finance energy purchases that will be delivered to MCE. No debt, liability, or obligation of CCCFA is a debt, liability, or obligation of MCE. MCE will purchase energy from CCCFA in the same manner as they purchase energy from other suppliers. MCE purchased approximately $31,880,000 and $26,500,000 from CCCFA during the fiscal years ended March 31, 2024 and 2023, respectively. The outstanding purchase commitments related to these financing facilities are included in Note 10.

In November 2021, CCCFA issued bonds in the amount of $602,655,000 excluding original issue premium. In December 2023, CCCFA issued bonds in the amount of $1,038,285,000 excluding original issue premium. These bond issues relate to energy that will be delivered to MCE. Total bonds outstanding at March 31, 2024 and 2023 were $1,638,940,000 and $602,655,000, respectively.

Each member of CCCFA is responsible for paying an equal portion of CCCFA’s general and administrative operating costs as determined by its board. During the fiscal years ended March 31, 2024, and 2023, MCE contributed approximately $30,000 and $18,000, respectively, to CCCFA to assist in its operating activities.

The financial statements of CCCFA are available online at http://www.cccfa.org/key-documents.html.

MARIN CLEAN ENERGY

NOTES TO THE BASIC FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2024 AND 2023
27 13. FUTURE GASB PRONOUNCEMENTS
The requirements of the following GASB Statements are effective for future fiscal years ending after March 31, 2024:

GASB has approved, GASB No. 102, Certain Risk Disclosures, and GASB No. 103, Financial Reporting Model Improvements.

Management is evaluating the effect of implementation of these statements.

14. SUBSEQUENT EVENT
MCE is expected to start service in the City of Hercules in early 2025. The city will add approximately 10,000 additional customer accounts, bringing the total MCE-wide customer count to approximately 600,000.

September 19, 2024
TO: MCE Board of Directors
FROM: Sabrinna Soldavini, Director of Policy
RE: Policy Update of Regulatory and Legislative Items
ATTACHMENT: Regulatory Packet with Filings since the June Board Meeting Dear Board Members:

Below is a summary of the key activities at the state and federal legislatures and the California Public Utilities Commission (CPUC), California Energy Commission (CEC), and the California Independent System Operator (CAISO) impacting Community Choice Aggregation (CCA) and MCE.

I. Legislative Advocacy
a. State Legislative Advocacy
The 2024 legislative session ended at midnight on Saturday, August 31st. As has become the norm in recent years, the last days of the session were very active across a wide range of issues, including but not limited to climate and clean energy, and several significant policies were introduced at the last minute, leaving no time for debate or refinement.

MCE and a coalition of advocates worked hard to defeat a proposal that would have sunset a significant number of ratepayer-funded energy efficiency programs. Under this proposal, the programs could be reinstated but only after a legislative evaluation and the passage of enabling legislation. If passed, this would have materially impacted MCE’s suite of energy efficiency programs, for which the CPUC recently authorized a budget of $158 million through 2031. While successful in defeating the energy efficiency sunsetting proposal, AB 3264 (Petrie-Norris) requires the CPUC to conduct an extensive evaluation and reporting on all demand side management programs, including but not limited to energy efficiency, and all CCA self-funded programs including those outside of the CPUC’s jurisdiction. This creates a significant new Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
administrative burden for MCE and expands the CPUC’s oversight of CCAs by requiring an evaluation of CCA self-funded programs. CalCCA and MCE are working to secure clean-up legislation that would streamline these reporting requirements and allow CCAs to evaluate and report on their own programs.

AB 3264 was part of a broader energy affordability package that the legislature and Governor’s office had been working on that included: 1) consumer protections for customers experiencing disconnections; 2) permitting streamlining for hydrogen and other clean energy projects; 3) adjustments to IOU wildfire mitigation strategies, an effort to ease gasoline price pressures; and 4) a proposal to provide bill credits for residential electric customers through early sunsetting of three ratepayer funded programs. However, most of these bills ran into political hurdles and were not voted out.

Staff expect that energy affordability will continue to be a priority issue in the 2025 legislative session. Additionally, the Governor opened a special session to specifically tackle rising gasoline prices, which may take place later this year depending on the buy-in of the Senate. This issue is ongoing, and Staff will provide updates as they become available.

The full list of MCE bill positions for this session is shown in the table below. Bills that have been enrolled are now awaiting the Governor’s signature or veto, the deadline for which is September 30th.

Bill Number
and Author
Subject MCE
Position
Status
SB 1130
(Bradford)
Family Electric Rate Assistance (FERA)
eligibility and reporting
Support Enrolled
SB 1095
(Becker)
Mobile and manufactured home
electrification
Support Held in Senate
Appropriations
AB 3062
(Bauer-Kahan)
Advance notice for
controlled/prescribed burns
Support Enrolled
SB 1221 (Min) Neighborhood electrification pilots Support Enrolled SB 1014 (Dodd) California Wildfire Mitigation
Strategic Planning Act
Support Held in Assembly
Appropriations
SB 1142
(Menjivar)
Electric and gas disconnection
protections
Support Enrolled
SB 59 (Skinner) Bidirectional capable vehicles Support Enrolled AB 593 (Haney) Building sector emissions reduction
strategy
Support Held in Senate
Appropriations
b. Federal Legislative Advocacy
This year, MCE submitted three Community Project proposals, also known as earmark requests, to our federal legislative delegation for: 1) an Emergency Water Heater Loaner Program; 2) an eBike Access and Adoption program; and 3) a Restaurant Electrification Pilot. This is the third consecutive year MCE submitted project proposals to our Congressional delegation. Senators Butler and Padilla both included MCE requests in the package of proposals they submitted to the Senate Appropriations Committee. Unfortunately, neither request was included in the final spending package approved by the Appropriations Committee. However, earlier this month MCE launched the Emergency Water Heater Loaner Program using the agency’s own funds.

Staff will continue to pursue other opportunities to augment this funding in the future.

While none of our proposals will be granted this year, the submissions by Senators Padilla and Butler are a strong indication of good relationships with MCE’s Congressional delegation. Community Project proposals are a great way to demonstrate to our legislative delegation the impact MCE makes in the communities we serve.

II. California Public Utilities Commission (CPUC)
a. Integrated Resource Planning (IRP)
i. Final Decision on Centralized Long-Lead-Time Procurement In July, the CPUC issued a Proposed Decision (PD) addressing AB 1373 implementation. AB 1373 requires the CPUC to make an initial need determination for central procurement of certain long-lead time resources by the Department of Water Resources (DWR) by September 1, 2024. The PD found a need of 10.6 Gigawatts (GW) of central procurement between 2031 and 2037 comprised of: 1) 7.6 GW of Offshore Wind; 2) 1 GW of geothermal; 3) 1 GW of non-lithium-ion multi-day long duration energy storage (LDES), and 4) 1 GW of 12+ hour non-lithium ion LDES resources.

The PD authorized DWR to procure up to the full 10.6 GW of identified need but notes that DWR is not required to procure the full amount, and may procure as little as zero, depending on the reasonableness of prices offered by developers. The PD also orders the costs and benefits of any future central procurement to be allocated to all load serving entities (LSEs) subject to Integrated Resource Plan (IRP) requirements, such as MCE.

MCE worked with the California Community Choice Association (CalCCA) to submit Opening and Reply Comments on the PD, highlighting that the PD should be revised to limit the technology types and volumes eligible to be procured by the CPUC’s Central Procurement Entity (CPE), and recognize the interactions between CPE and LSE procurement and make all efforts to support customer affordability. The Commission adopted the PD on August 22, 2024. Staff will plan to provide updates in the future as the CPE mechanism is developed and continue to monitor impacts on the energy market and MCE’s procurement strategy.

Fiscal Impacts: There are no immediate financial impacts to MCE, but if DWR ultimately procures the resources identified, MCE and its customers will be allocated a share of those resources’ costs and benefits.
ii. Proposed Decision on Bridge Capacity Procurement
In August, the CPUC issued a PD addressing whether and how LSEs could procure short-term capacity to account for delayed new-build resources intended to replace the Diablo Canyon Power Plant (DCPP). Pursuant to a 2021 CPUC Decision, all CPUC-jurisdictional LSEs were ordered to bring online sufficient non-emitting, new-build capacity by June 1, 2025, to replace DCPP. Given extensive new-build project delays observed by the Commission, however, the PD would allow LSEs to contract on a short-term basis for clean, non-emitting imports as "bridge capacity" to cover any LSE-specific capacity shortfalls between June 1, 2025, and the delayed resources' online dates.

CalCCA filed supportive Opening and Reply Comments emphasizing the PD's well-balanced solution that supports system reliability and ratepayer cost savings while also acknowledging and addressing new-build procurement delays that are outside of LSEs' control.

The Commission is expected to vote on the PD at its September 12, 2024, Business Meeting.

Fiscal Impacts: There are no immediate financial impacts to MCE, but if MCE chooses to pursue bridge capacity procurement, such procurement will impact MCE’s overall procurement costs.
b. Resource Adequacy (RA)
In August, CalCCA filed Opening and Reply comments in the RA proceeding. These comments addressed proposed changes to the CPUC's RA compliance program anticipated to go into effect for the 2026 RA compliance year. CalCCA’s comments addressed two primary topics at issue in the current track of the proceeding: (1) the Commissions' methodology for setting and adopting the Planning Reserve Margin (PRM), the amount of additional RA procurement required above the forecast need to ensure that load can be served under extreme conditions; and (2) changes to the CPUC's CPE framework for local RA - under the current CPE framework the Investor-Owned Utilities are responsible for procuring a certain amount of capacity in specific congested areas throughout California to support reliability.

CalCCA's comments urged the CPUC to continue to refine the PRM-setting process and inputs to ensure proper alignment with the RA program’s transition to the slice-of-day (SOD) framework and to appropriately capture and account for reliability needs under the new framework. Regarding the CPE, CalCCA urged the CPUC to largely retain the current CPE framework and refrain from making material changes at this time and instead prioritize the transition to the SOD framework in 2025.

Subsequent to comments being filed, the CPUC's Energy Division issued an updated report on the SOD PRM that revised the proposed PRM. The report indicates the system requires a 26.5% PRM from January to May and 23.5% from June to December. MCE is working with CalCCA to evaluate the proposed PRM changes and engage with the CPUC to ensure any adopted PRM is accurately and appropriately calibrated to protect reliability needs.

A PD is expected in November with a Final Decision by the end of the calendar year.

Fiscal Impacts: There are no immediate fiscal impacts to MCE, but the setting of the PRM will ultimately impact procurement costs as the PRM affects the amount of RA MCE will be required to purchase to meet its compliance needs and support reliability. c. Energy Efficiency (EE)
The CPUC approved MCE’s advice letter to launch its Small Business Energy Advantage (SBEA) energy efficiency program in July 2024. MCE’s SBEA program plans to provide small businesses located in underserved communities with access to bill-reducing energy efficiency upgrades that also offer health, comfort, and safety benefits. MCE received funding and CPUC approval for its energy efficiency portfolio including this commercial focused equity program in July 2023. In May 2024, MCE hosted a public webinar to notify stakeholders of its request to launch the SBEA program and seek feedback from stakeholders on its proposals. MCE filed an advice letter providing notice to launch its SBEA program, a program description, discussion of stakeholder feedback, program budget and its draft implementation plan in June 2024. MCE is now fully authorized to launch and implement the SBEA program serving small businesses in underserved communities.

Fiscal Impacts: There is no direct fiscal impact to MCE. The CPUC has already approved the proposed budget for this program of approximately $3.6 million in its EE portfolio decision.
d. Self-Generation Incentive Program (SGIP)
In August, MCE and several other CCAs submitted a Joint Response to the SGIP Program Administrators’ (PAs) proposed program handbook update Advice Letter.

SGIP provides incentives for distributed energy resources and requires participants to enroll in a “qualified demand response program.” MCE and the Joint CCAs requested the Commission direct PAs to clarify the processes for updating the list of qualified demand response programs and customer exemptions for the qualified demand response program enrollment requirement for participation in SGIP.

MCE and the Joint CCAs raised these issues as CCA customers do not currently have an accessible path to participate in SGIP. The existing list of qualified demand response programs are not presently available or accessible to CCA customers, and applicable CCA demand response programs are not included on the list of qualified demand response programs.

CCA customers contribute to the funding of SGIP and should be eligible to participate in the program. MCE and the Joint CCAs proposed several pathways to ensure CCA customers may participate and benefit from SGIP. The Joint PAs replied to the Joint CCA’s stating the CCA issues were out of scope for this Advice Letter. The Commission now will review the responses, protests and replies submitted on the PAs’ Advice Letter and issue a disposition on the Advice Letter. Staff will provide updates on this matter as they become available.

Fiscal Impacts: There is no direct fiscal impact to MCE. e. Disadvantaged Communities Green Tariff (DAC-GT) and Community Renewable Energy (CRE) Programs
In June, the CPUC issued an Administrative Law Judge Ruling (Ruling) seeking responses to questions on implementing a recent CPUC decision, which adopted changes to the DAC-GT program and approved a new CRE energy program aimed at furthering the development of local, front-of-the meter distributed energy resources such as community solar plus storage.

MCE worked with a group of CCAs to jointly file Opening and Reply comments to the Ruling. In particular, the Joint CCA comments include a CRE program proposal aimed at ensuring that interested CCAs would be able to offer the CRE program by allowing CCAs to utilize their own tariffs and proposing details related to program structure and financing aimed at promoting diverse participation in, and the success of, the new program. MCE and the Joint CCAs are now awaiting a Commission PD determining next steps. Staff will continue to provide updates on these programs as they become available.

On August 29, MCE worked with the other DAC-GT program administrators to prepare and submit an Advice Letter detailing future data reporting for the community solar programs which is now awaiting CPUC approval.

Finally, MCE received approval for its 2023-2025 DAC-GT Budget Advice Letter on August 21. The CPUC approved a total budget of $6,302,724 for Program Year 2025 for the DAC-GT program, reflecting the program’s expanded capacity. With the additional capacity, MCE estimates that it will be able to serve more than 2,000 additional low-income customers living in disadvantaged communities in MCE’s service area with 100% renewable energy procured from a disadvantaged community in California, and a 20% discount on their bill.

Fiscal Impacts: There is no direct fiscal impact to MCE for the Community Renewable Energy Program at this time. MCE was granted $6,302,724 to administer the DAC-GT program in PY 2025.
f. Diablo Canyon Extended Operations Forecast Application In July, CalCCA filed testimony in Pacific Gas & Electric’s (PG&E) Diablo Canyon Extended Operations Application (Application). As part of the extended operations of the Diablo Canyon Power Plant (DCPP), PG&E is to allocate the costs and benefits of extended operations to all load serving entities. The costs customers pay for the extended operations of DCPP are to be offset by the wholesale market revenue generated from the sale of DCPP energy. This Application is intended to set the initial forecast for DCPP extended operation costs and revenues through 2025. Currently, PG&E estimates extended operation costs through 2025 at approximately $1.2 billion and estimates revenues of approximately $800 million, for a net cost to be recovered from customers of approximately $420 million.

CalCCA’s testimony advocated for only appropriate categories of extended operations costs to be passed on to LSE customers and argued that PG&E must allocate costs and benefits to all applicable LSEs in an equitable manner as previously approved by the Commission in its December 2023 DCPP extended operations Decision.

MCE will continue to provide updates on DCPP extended operations as it relates to costs and benefits allocated to MCE customers as the proceeding moves forward.

Fiscal Impacts: The operational costs approved in this proceeding will not be passed to MCE directly. However, the costs ultimately approved in this proceeding for DCPP extended operations will be passed to MCE customers via a non-bypassable charge on their bills. The exact customer bill impact is unknown at this time, but PG&E’s initial application estimates the average residential customer will see an approximately $2/month bill increase.
f. Energization
On August 12, the CPUC released a PD in the Energization Proceeding, establishing targets and timelines for IOU energization, the process of connecting new electricity load to the distribution system. The PD establishes: 1) statewide targets for average and maximum energization times; 2) statewide targets for average and maximum energization times for panel upgrades; and 3) statewide timelines for upstream capacity improvements. In addition, the PD also asks IOUs to: 1) track energization related data; 2) prepare biannual reports to discuss data and inform need for potential revisions to targets; 3) track data & evaluate impacts of energization delays for ESJ communities; and 4) develop a customer engagement plan.

MCE joined CalCCA in filing comments to suggest modifications to the PD including:
1) additional data reporting; 2) better customer reporting processes; and 3) more frequent data reports. In its reply comments, CalCCA pushed back on IOU requests for less strict targets and reporting requirements.

Fiscal Impacts: There is no direct fiscal impact to MCE. g. Disconnections
On August 8, the CPUC released a PD in the Disconnections Proceeding, indefinitely implementing a proportional allocation between CCA and IOU charges of customers payments on past-due arrearages. Before the pandemic, arrearages were paid through a "waterfall" system, in which payments on past due arrearages went towards IOU balances first, then to the CCA, putting the CCA at a financial disadvantage.

During the pandemic when arrearages skyrocketed, the waterfall was suspended in favor of proportional allocation of payments between the IOU and the CCA based on how much the customer owed each entity. CalCCA has been advocating for many years now that this system be made permanent, to preserve fairness between the IOUs and CCAs and not force the CCAs to take on financial risk beyond what the IOUs face. In the PD, the CPUC agreed with the CCAs' arguments, and has opted to continue the proportional allocation indefinitely. They found that the waterfall was indeed unfair to CCAs, that CCAs are in the public interest, and that there is no evidence that the proportional allocation harms customers.

MCE joined CalCCA in filing opening and reply comments supporting and defending the PD.

Fiscal Impacts: The PD improves CCA financial stability by ensuring that CCAs receive payments on past-due arrearages on equal footing with the IOU.

III. Federal Energy Regulatory Commission (FERC)
a. CAISO Interconnection Process Tariff Filing
In August, CalCCA filed comments at FERC supporting the CAISO’s request for approval of its Interconnection Process Enhancement tariff changes. Recently, the CAISO has taken steps to reform its interconnection study process to better accommodate the unprecedented increase in the number of projects requesting interconnection studies, which are necessary for resources to interconnect to the CAISO grid. The number of projects seeking interconnection has reached an unmanageable level, and CAISO has sought ways to thin the interconnection queue by prioritizing projects that are: 1) strategically located in areas with sufficient existing or planned transmission infrastructure; 2) projects that meet specific reliability needs; 3) long-lead time projects; and/or 4) projects that have demonstrated interest from off-takers such as CCAs and other LSEs.

CalCCA’s comments support the CAISO’s proposed tariff changes that would establish a process by which LSEs could allocate points to specific projects to indicate an LSE’s commercial interest in the project. The CAISO would then incorporate LSE commercial interest into its decision whether to move certain projects along in the interconnection process. This point allocation process is expected to enhance the interconnection application process by better aligning the interconnection process with transmission planning and other resource planning being done in other forums, such as the Commission’s IRP forum.

Fiscal Impacts: There are no immediate or direct fiscal impacts to MCE.

MCE Board of DirectorsSeptember 19, 2024

MCE Board of Directors
September 19, 2024