MCE Board of Directors
September 19, 2024

MCE Board Meeting
Thursday, September 19, 2024
6:30 p.m.

Public comments may be made in person or remotely via the details below. 1125 Tamalpais Avenue, San Rafael, CA 94901 (MCE)
2300 Clayton Road, Suite 1150, Concord, CA 94920 (MCE)
11780 San Pablo Ave. Ste. D, El Cerrito, CA 94530 (Contra Costa County) 955 School Street, Napa, CA 94559, City Hall Committee Room (City of Napa) 420 Litho St, Sausalito, CA 94965, City Hall (Sausalito) 14 Ace Court, Fairfax, CA 94930 (Fairfax)
The Circle 1 Zurich Airport, 8058 Kloten, Switzerland (Danville) Fairfield Community Center, 1000 Kentucky Street, Vista Conference Room, Fairfield, CA 94533 (Fairfield) 329 Rheem Blvd., Moraga, CA 94556, Moraga Town Hall, Walnut Conference Room, 2nd Floor (Moraga) Remote Public Meeting Participation
Video Conference: https://t.ly/9xsdI
Phone: Dial (669) 900-9128, Meeting ID: 843 8350 8058 Passcode: 207246 DISABLED ACCOMMODATION: If you are a person with a disability who requires an accommodation or an alternative format, please contact MCE at (888) 632-3674 or [email protected] at least 72 hours before the meeting start tie to ensure arrangements are made.

Agenda Page 1 of 2

1. Roll Call/Quorum

2. Board Announcements (Discussion)

3. Public Open Time (Discussion)

4. Begin Closed Session

CLOSED SESSION

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Property: 2300 Clayton Road, Suite 1150 & 1500, Concord, California Agency negotiator: Justine Parmelee, Vice President of Internal Operations and Dawn Weisz, MCE CEO
Negotiating parties: BOF CA One Concord Center, LLC
Under negotiation: Price and Terms of Payment
Empowering Our Clean Energy Future

MARIN COUNTY I NAPA COUNTY I UNINCORPORATED CONTRA COSTA COUNTY

UNINCORPORATED SOLANO COUNTY I BENICIA I CONCORD I DANVILLE I EL CERRITO

FAIRFIELD I HERCULES I LAFAYETTE I MARTINEZ I MORAGA I OAKLEY I PINOLE

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

5. Return to Open Session – Roll Call

6. Board Announcements (Discussion)

7. Public Open Time (Discussion)

8. Report from Chief Executive Officer (Discussion)

9. Consent Calendar (Discussion/Action)
C.1 Approval of 7.18.24 Meeting Minutes
C.2 Approved Contracts for Energy Update
C.3 Board Member Additions to Committees
C.4 Proposed Professional Services Agreement with Bay Area Air Quality Management District for Reliable, Equitable, and Accessible Charging for Multi-Family Housing (REACH) Grant

10. Lease for MCE Concord Office at 2300 Clayton Road, Concord, CA (Discussion/Action)

11. PG&E Transfer of Diablo Canyon GHG-Free Attributes (Discussion/Action)

12. End-of-Session Legislative Update (Discussion)

13. MCE Fiscal Year 2023/24 Audit Report (Discussion)

14. Board & Staff Matters (Discussion)

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

DRAFT

MCE BOARD MEETING MINUTES
Thursday, July 18, 2024
6:30 P.M.

Present: Bruce Ackerman, Alternate, Town of Fairfax
Eli Beckman, Town of Corte Madera
Monica Brown, County of Solano
Tom Campbell, Alternate, City of Benicia
Cindy Darling, City of Walnut Creek
Alexis Fineman, Town of San Anselmo
David Fong, Town of Danville
Ryan Gregory, The County of Napa and Four Napa Cities/Town (American Canyon, Calistoga, St. Helena, and Town of Yountville) Kerry Hillis, Town of Moraga
Janelle Kellman, City of Sausalito
Satinder Malhi, Alternate, City of Martinez
John McCormick, Alternate, City of Lafayette
Gayle McLaughlin, Alternate, City of Richmond
Aaron Meadows, City of Oakley
Gabe Quinto, City of El Cerrito
Devin Murphy, City of Pinole
Laura Nakamura, City of Concord
Elizabeth Pabon-Alvarado, City of San Pablo
Beth Painter, City of Napa
Gabe Paulson, City of Larkspur
Scott Perkins, City of San Ramon
Max Perrey, City of Mill Valley
Jack Ryan, Alternate, Town of Tiburon
Shanelle Scales-Preston, City of Pittsburg
Alexander Walker-Griffin, Alternate, City of Hercules
Susan Wernick, City of Novato
K. Patrice Williams, City of Fairfield

Absent: John Gioia, Contra Costa County
Maika Llorens Gulati, City of San Rafael
Charles Palmares, City of Vallejo
Katie Rice, County of Marin
Matt Rinn, City of Pleasant Hill
Mathew Salter, Town of Ross
Sally Wilkinson, City of Belvedere
Staff
& Others: JB Ackemann, Vice President of Public Affairs Jesica Brooks, Lead Board Clerk and Executive Assistant DRAFT
Vidhi Chawla, Vice President of Power Resources
Vicken Kasarjian, Chief Operating Officer
Jonnie Kipyator, Power Analysis Senior Manager
Tanya Lomas, Internal Operations Coordinator
Catalina Murphy, General Counsel
Ashley Muth, Internal Operations Coordinator
Justine Parmelee, Vice President of Internal Operations Zae Perrin, Vice President of Customer Operations
Enyonam Senyo-Mensah, Office Manager
Sabrinna Soldavini, Director of Policy
Maira Strauss, Director of Finance
Jenna Tenney, Manager of Communications and Community
Engagement
Jamie Tuckey, Chief Customer Officer
Dawn Weisz, Chief Executive Officer

1. Roll Call
Chair Scales-Preston called the regular meeting to order at 6:52 p.m. with quorum established by roll call.

2. Public Open Time (Discussion)
Chair Scales-Preston opened the public comment period and there were no comments.

3. Begin Closed Session
Chair Scales-Preston opened the closed session at 6:54 p.m.

4. Return to Open Session – Roll Call
Chair Scales-Preston returned to open session at 8:09 p.m. and quorum was established by roll call.

5. Board Announcements (Discussion)
Chair Scales-Preston opened the floor for board announcements, and there were no comments.

6. Public Open Time (Discussion)
Chair Scales-Preston opened the public comment period and there were no comments.

7. Report from Chief Executive Officer (Discussion)
CEO Weisz introduced this item and addressed questions from Board members.

DRAFT
Chair Scales-Preston opened the public comment period and there were no comments.

8. Consent Calendar (Discussion/Action)
C.1 Approval of 6.20.24 Meeting Minutes
C.2 Approved Contracts for Energy Update
Chair Scales-Preston opened the public comment period and there were no comments.

9. Proposed Resolution No. 2024-04 Approving the Purchase and Sale Agreement and Joint Escrow Instructions Concerning the Acquisition of Real Property at 1125 Tamalpais Avenue, San Rafael, California, and Authorizing its CEO to Execute and Record a Certificate of Acceptance and Take Further Necessary and Appropriate Actions to Implement this Resolution (Discussion/Action)
Catalina Murphy, General Counsel, introduced this item and addressed questions from Board members.

Chair Scales-Preston opened the public comment period and there were no comments.

Action: It was M/S/C (Perkins/Meadows) to approve the purchase and sale agreement and joint escrow instructions concerning the acquisition of real property at 1125 Tamalpais Avenue, San Rafael, California, and authorizing its Chief Executive Officer to execute and record a certificate of acceptance and take further necessary and appropriate actions to implement this resolution. Motion carried by roll call vote. (Absent:

Directors Gioia, Gulati, Pabon-Alvarado, Palmares, Rice, Rinn, Salter, and Wilkinson).

10. Renewable Energy Development Community Benefit Funds Guidelines (Discussion)
Jenna Tenney, Manager of Communications and Community Engagement, introduced this item and addressed questions from Board members.

Action: It was M/S/C (Beckman/Martinez) to approve Consent Calendar items C.1 and C.2. Motion carried by unanimous roll call vote. (Absent:

Directors Gioia, Gulati, Pabon-Alvarado, Palmares, Rice, Rinn, Salter, and Wilkinson).

DRAFT
Chair Scales-Preston opened the public comment period and there were no comments.

Action: No action required.

11. PG&E Transfer of Diablo Canyon GHG-Free Attributes (Discussion/Action) CEO Weisz, Vidhi Chawla, VP of Power Resources, and Jonnie Kipyator, Power Analysis Senior Manager, introduced this item and addressed questions from Board members.

Chair Scales-Preston opened the public comment period and there were no comments.

Action: No action required.

12. Board & Staff Matters (Discussion)
There were none.

13. Adjournment
Chair Scales-Preston adjourned the meeting at 9:53 p.m. to the next scheduled Board Meeting on September 19, 2024.
___________________________________________
Shanelle Scales-Preston, Chair
Attest:
___________________________________________
Dawn Weisz, Secretary
September 19, 2024
TO: MCE Board of Directors
FROM: Stephen Mariani, Senior Power Procurement Manager RE: Approved Contracts for Energy Update (Agenda Item #09 C.2) Dear Board Members:

Summary:

This report summarizes contracts for energy procurement entered into by the Chief Executive Officer or her delegate and, if applicable, the Chair of the Technical Committee, since the last report was prepared for the regular Board meeting in July. This summary is provided to your Board for information purposes only and no action is needed.

Review of Procurement Authorities:

In November 2020, your Board adopted Resolution 2020-04 which included the following provisions:

The CEO and Technical Committee Chair, jointly, are hereby authorized, after consultation with the appropriate Committee of the Board of Directors, to approve and execute contracts for Energy Procurement for terms of less than or equal to five years.

The CEO shall timely report to the Board of Directors all such executed contracts.

The CEO is authorized to approve and execute contracts for Energy Procurement for terms of less than or equal to 12 months, which the CEO shall timely report to the Board of Directors.

The CEO is required to report all such contracts and agreements to the MCE Board of Directors on a regular basis.

Item # Month of
Execution
Purpose Average Annual
Contract Amount
Contract Term
1 July 2024 Purchase of Renewable Energy $8,400,000 1-5 Years 2 July 2024 Sale of Resource Adequacy $2,625,000 Under 1 Year Empowering Our Clean Energy Future

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3 July 2024 Purchase of Energy and Resource
Adequacy $4,511,760 Under 1 Year
4 July 2024 Purchase of Carbon Free Energy Up to $2,650,000 1-5 Years 5 July 2024 Sale of Resource Adequacy $1,400,000 Under 1 Year 6 July 2024 Sale of Renewable Energy Up to $12,000,000 Under 1 Year 7 August 2024 Purchase of Resource Adequacy $350,136 Under 1 Year 8 August 2024 Purchase of Resource Adequacy $198,000 Under 1 Year 9 August 2024 Purchase of Resource Adequacy $1,095,120 Under 1 Year 10 August 2024 Purchase of Carbon Free Energy $8,810,400 Under 1 Year 11 August 2024 Purchase of Resource Adequacy $13,167,900 Under 1 Year 12 August 2024 Purchase of Resource Adequacy $18,574,103 1-5 Years 13 August 2024 Purchase of Carbon Free Energy $7,265,000 1-5 Years 14 August 2024 Purchase of Renewable Energy $4,600,000 1-5 Years 15 August 2024 Purchase of Renewable Energy Up to $2,312,500 1-5 Years 16 August 2024 Purchase of Import Allocation Rights $36,540 Under 1 Year 17 August 2024 Purchase of Resource Adequacy $10,444,000 Under 1 Year 18 August 2024 Sale of Resource Adequacy $66,500 Under 1 Year 19 August 2024 Sale of Resource Adequacy $108,500 Under 1 Year 20 August 2024 Sale of Resource Adequacy $132,804 Under 1 Year 21 August 2024 Purchase of Resource Adequacy $456,846 Under 1 Year 22 August 2024 Sale of Resource Adequacy $693,750 Under 1 Year 23 August 2024 Purchase of Renewable Thermal Credits $650,000 to $900,000 Under 1 Year
24 August 2024 Purchase of MTR Bridge Capacity $300,000 Under 1 Year 25 August 2024 Purchase of Renewable Energy $72,800,000 1-5 Years 26 August 2024 Purchase of Carbon Free Energy $11,200,000 1-5 Years 27 August 2024 Purchase of Import Allocation Rights $748,300 Under 1 Year 28 August 2024 Sale of Carbon Free Energy $6,600,000 1-5 Years Contract Approval Process:

Contract Approval Process: Energy procurement is governed by MCE’s Energy Risk Management Policy as well as Board Resolutions 2020-04 and 2018-08. The Energy Risk Management Policy (Policy) has been developed to help ensure that MCE achieves its mission and adheres to its procurement policies established by the MCE Board of Directors (Board), power supply and related contract commitments, good utility practice, and all applicable laws and regulations. The Board Resolutions direct the CEO to sign energy contracts up to and including 12 months in length.

The evaluation of every new energy contract is based upon how to best fill MCE’s open position. Factors such as volume, notional value, type of product, price, term, collateral threshold and posting, and payment are all considered before execution of the agreement.

After evaluation and prior to finalizing any energy contract for execution, an approval matrix is implemented whereby the draft contract is routed to key support staff and consultants for review, input, and approval. Typically, contracts are routed for commercial, technical, legal, and financial approval, and are then typically routed through the Chief Operating Officer for approval prior to execution. The table below is an example of MCE staff and consultants who may be assigned to review and consider approval prior to the execution of a new energy contract or agreement.

Review Owner Review Category
Vidhi Chawla (MCE, Vice President of Power Resources) Procurement/Commercial John Dalessi (Pacific Energy Advisors) Technical Review Steve Hall (Hall Energy Law) Legal
Nathaniel Malcolm (MCE, Senior Commercial Counsel) Legal/CPUC Compliance Maira Strauss (MCE, Director of Finance) Credit/Financial Vicken Kasarjian (MCE, Chief Operating Officer) Executive Fiscal Impacts:

Expenses and revenue associated with these Contracts and Agreements that are expected to occur during FY 2024/25 are within the FY 2024/25 Operating Fund Budget. Expenses and revenue associated with future years will be incorporated into budget planning as appropriate.

Recommendation:

Information only. No action required.

September 19, 2024
TO: MCE Board of Directors
FROM: Jesica Brooks, Executive Assistant and Lead Board Clerk RE: Board Member Additions to Committees (Agenda Item #09 C.3) ATTACHMENTS: A. MCE Board Offices and Committee Rosters B. MCE Ad Hoc Audit Committee Overview and Scope
Dear Board Members:

Summary:

MCE Board Director and Town of Ross Councilmember, Mathew Salter, is interested in joining the Ad Hoc Audit Committee. Each year MCE contracts with an independent auditing firm to audit MCE’s annual financial statements. The Ad Hoc Audit Committee is responsible for appointing the independent auditor, meeting with the auditor on at least one occasion without staff present, reviewing financial issues or judgments, and investigating other matters pertaining to the audit as it deems necessary.

Fiscal Impacts:

None.

Recommendation:

Approve the addition of Director Salter to the Ad Hoc Audit Committee.

Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
MCE Board Offices and Committee Rosters

BOARD OFFICES
Chair: Shanelle Scales-Preston, City of Pittsburg
Vice Chair: Gabe Quinto, City of El Cerrito
Treasurer: Vicken Kasarjian, MCE Chief Financial Officer (6/20/24) Deputy Treasurer: Maira Strauss, MCE Director of Finance (June 2024) Secretary: Dawn Weisz, MCE Chief Executive Officer

BOARD OFFICES SECTION PROCESS
The Chair and Vice Chair offices are held for 1 year and there are no limits on the number of terms held by either Chair or Vice Chair.1 The selection of these offices shall take place on or near December of each year.2 The office of Treasurer is appointed by the Board via an approved resolution and may be a non-board member. The Treasurer appointment, along with the delegated authority, is held for 1 year and there are no limits on the number of terms held.3 Deputy Treasurers are appointed directly by the Treasurer each year. Once appointed by the Board, the Secretary shall continue to hold the office each year until the Secretary chooses to resign from the role or the Board decides to remove the individual from the Secretary position.4 The Secretary does not need to be a member of the Board. All officer appointments/selections by the Board require a majority vote of the full membership of the Board.5
EXECUTIVE COMMITTEE (Membership Approved 5.16.24)

1. Max Perrey, Chair

2. Eli Beckman
City of Mill Valley
Town of Corte Madera

3. Cindy Darling City of Walnut Creek

4. Dave Fong

5. Maika Llorens Gulati

6. Eduardo Martinez

7. Devin Murphy
City of Danville
City of San Rafael
City of Richmond
City of Pinole

8. Laura Nakamura

9. Gabe Quinto
City of Concord
City of El Cerrito
1 Section 4.13.1 of MCE Joint Powers Agreement.
2 Article V, Section 1 of MCE’s Operating Rules and Regulations. 3 Article V, Section 1 of MCE’s Operating Rules and Regulations; California Government Code § 53607. 4 Article IV, Section 1(c) of MCE’s Operating Rules and Regulations. 5 Article VI, Section 2 of MCE’s Operating Rules and Regulations. At MCE’s current membership of 37 communities with appointed Directors, the vote needed is 19.

Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO

10.Shanelle Scales-Preston City of Pittsburg

11.Holli Thier Town of Tiburon

12.Sally Wilkinson City of Belvedere
TECHNICAL COMMITTEE (Membership Approved 6.20.24)

1. Devin Murphy, Chair City of Pinole

2. Dion Bailey

3. Barbara Coler

4. Gina Dawson
City of Hercules
Town of Fairfax
City of Lafayette

5. Alexis Fineman

6. John Gioia
Town of San Anselmo
County of Contra Costa

7. Eduardo Martinez

8. Charles Palmares

9. Scott Perkins

10.Gabe Quinto

11.Katie Rice
City of Richmond
City of Vallejo
City of San Ramon
City of El Cerrito
County of Marin
AD HOC CONTRACTS COMMITTEE, 2024

1. Barbara Coler Town of Fairfax

2. Cindy Darling City of Walnut Creek

3. Aaron Meadows City of Oakley

4. Gabe Paulson City of Larkspur

5. Scott Perkins City of San Ramon

6. Katie Rice County of Marin

7. Sally Wilkinson City of Belvedere
AD HOC AUDIT COMMITTEE, 2024

1. Dave Fong Town of Danville

2. Laura Nakamura City of Concord

3. Gabriel Quinto City of El Cerrito

4. Mathew Salter Town of Ross (Interested)

5. Sally Wilkinson City of Belvedere
AD HOC CAPITAL PROJECTS COMMITTEE, 2024 (Membership Approved 6.20.24) The Ad Hoc Capital Projects Committee will consider strategies for risk mitigation which include possible ownership of fossil-free generating resources, grid enhancing technologies for transmission access, and consolidation of office spaces, with a potential shift from leasing to ownership.

1. Dion Bailey City of Hercules

2. Cindy Darling City of Walnut Creek

3. David Fong Town of Danville

4. Eduardo Martinez City of Richmond

5. Aaron Meadows City of Oakley

6. Scott Perkins City of San Ramon

7. Max Perrey City of Mill Valley

8. Mathew Salter Town of Ross

9. Holli Thier Town of Tiburon

10.Sally Wilkinson City of Belvedere
MCE Ad Hoc Audit Committee Overview and Scope
May 2024
Financial Audit Objective:

A financial audit is an audit of the organization’s financial statements to give a reasonable assurance that financial statements are free from material misstatement. It is an objective examination and evaluation of the financial statements to confirm the financial records are a fair and accurate representation of the transactions they claim to represent and are in conformity with accounting principles generally accepted in the United States of America.

Membership Process:

MCE strives to assemble an Ad Hoc Audit Committee comprised of at least more than one county representative in the MCE service area. Available seats on the Ad Hoc Audit Committee are therefore first offered to any interested Board member. The Ad Hoc Audit Committee is typically formed by the Board in the spring in advance of the annual audit cycle that begins in June of each year.

Scope
Each year MCE contracts with an independent auditing firm to audit MCE’s annual financial statements.

The Ad Hoc Audit Committee is responsible for appointing the independent auditor, meeting with the auditor on at least one occasion without staff present, reviewing financial issues or judgments, and investigating other matters pertaining to the audit as it deems necessary. The mandate of the Ad Hoc Audit Committee begins once the Board approves its creation and will end with the presentation of the audited financial statements to the Board.

Authority of Ad Hoc Audit Committee
• Approve the selection of auditor and execute the contract for services with MCE’s auditor. • Receive the findings of the auditor and meet with the auditor privately as needed. • Investigate other matters pertaining to the audit as it deems necessary. • Report to the governing body that the audit committee has discussed the financial statements with management, with the independent auditors in private, and privately among committee members and believes that they are fairly presented, to the extent such a determination can be made solely based on such conversations.

Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
September 19, 2024
TO: MCE Board of Directors
FROM: Joy Massey, Senior Customers Programs Manager
RE: Proposed Professional Services Agreement with Bay Area Air Quality Management District for Reliable, Equitable, and Accessible Charging for Multi-Family Housing (REACH) Grant (Agenda Item #09 C.4)
ATTACHMENTS: A. Professional Services Agreement with Bay Area Air Quality Management District for Reliable, Equitable, and Accessible Charging for Multi-Family Housing (REACH) Grant
B. Agreement #ZVI-22-024 Between the Energy Commission
and the Bay Area Air Quality Management District
Dear Board Members:

Summary
In February 2022, the Bay Area Air Quality Management District (BAAQMD), as the project lead, in partnership with MCE and GRID Alternatives Bay Area (GRID), applied for grant funding from the California Energy Commission (CEC) for GFO-21-603 “Reliable, Equitable, and Accessible Charging for Multi-family Housing (REACH)” to expand equitable access to electric vehicle (EV) charging across the Bay Area. On July 20, 2023, BAAQMD accepted $2,994,574 in funding from the CEC and, of the total awarded, $61,915 was allocated for MCE’s support on the project over a three-year grant period. The proposed Professional Services Agreement between MCE and BAAQMD is included as Attachment A, and the fully executed grant agreement between CEC and BAAQMD is included as Attachment B.

The project aims to install EV charging infrastructure to support more than 1,000 multi-family housing units in disadvantaged or low-income areas while prioritizing affordable and public housing. The project’s outcome builds on MCE’s transportation electrification goals, reinforcing our commitment to equitable and sustainable transportation solutions.

Background
This collaborative initiative is a community-driven incentive project to expand light-duty EV charger access to Bay Area residents, particularly those in multi-family properties in disadvantaged and low-income communities overburdened by air pollution. The project Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
focuses on accessibility, convenience, and safety for multi-family housing residents to charge their EVs at home. The success of this project relies heavily on engagement and partnerships with local communities to better understand residents’ needs and to advance electric vehicle education and access to vehicle chargers.

Project Area
• The project area for this effort is within the nine Bay Area counties, and the primary target areas include Oakland, Richmond, San Pablo, and Vallejo. BAAQMD has identified these communities as areas disproportionately burdened by air pollution. MCE’s support will be provided within our 4-county service area.

MCE’s Role
• Conduct marketing and tenant engagement by identifying eligible project sites • Offer MCE’s existing program benefits to reduce the cost of EV charging stations for customers within our service area by committing up to $193,000 in EV charging incentives as matching funding.
o If approved, MCE’s contribution would support up to 40 Level 1 ports, and 62 networked Level 2 ports
Staff anticipate that the Professional Services Agreement between MCE and BAAQMD will be finalized and ready for CEO signature before the next scheduled regular Board meeting; therefore, MCE staff is requesting Board approval of the nearly finalized Professional Services Agreement so that MCE’s participation will not be delayed. MCE staff does not anticipate any additional changes to the budget or terms included in the Professional Services Agreement (Attachment A).

Fiscal Impacts
If approved, MCE would receive $61,915 to fund staff time and marketing materials to support multi-family engagement and participation in the project. MCE would also commit $193,000 in match funds from the EV charging incentive budget for FY 2024/2025 and FY 2026/2027.

Recommendation
Approve the proposed Professional Services Agreement with BAAQMD for the REACH Grant.

Contract No. 2024.105

BAY AREA AIR QUALITY MANAGEMENT DISTRICT

PROFESSIONAL SERVICES CONTRACT
CONTRACT NO. 2024.105

1. PARTIES – The parties to this Contract (“Contract”) are the Bay Area Air Quality Management District (“DISTRICT”) whose address is 375 Beale Street, Suite 600, San Francisco, CA 94105, and Marin Clean Energy (“CONTRACTOR”) whose address is 1125 Tamalpais Avenue, San Rafael, CA 94901.

2. RECITALS
A. DISTRICT is the local agency with primary responsibility for regulating stationary source air pollution in the Bay Area Air Quality Management District in the State of California. DISTRICT is authorized to enter into this Contract under California Health and Safety Code Section 40701. DISTRICT desires to contract with CONTRACTOR for services described in the Scope of Work, attached hereto as Attachment A and made a part hereof by this reference.

DISTRICT is entering into this Contract based on CONTRACTOR’s stated qualifications to perform the services.

B. On June 15, 2022, the DISTRICT signed Resolution No. 2022-13 to accept, obligate and expend up to $2,994,574 in Clean Transportation Program funding from the California Energy Commission (“Energy Commission” or “CEC”) and to authorize the Executive Officer/ Air Pollution Control Officer to execute all necessary agreements, required documents, and amendments required to accept and expend this funding.

C. Work performed by CONTRACTOR under this Contract will be funded from the Reliable, Equitable, and Accessible Charging for Multi-Family Housing Grant Agreement #ZVI-22-024 (“Agreement #ZVI-22-024”) provided and administered by the Energy Commission.

D. The CONTRACTOR agrees to enter into this Contract as a subrecipient of Agreement #ZVI-22-024, following both Air District and Energy Commission’s terms and conditions.

E. All parties to this Contract have had the opportunity to have this Contract reviewed by their attorney.

3. PERFORMANCE REQUIREMENTS
A. CONTRACTOR is authorized to do business in the State of California. CONTRACTOR attests that it is in good tax standing with federal and state tax authorities.

B. CONTRACTOR agrees to obtain any and all required licenses, permits, and all other appropriate legal authorizations from all applicable federal, state and local jurisdictions and pay all applicable fees.

C. CONTRACTOR shall comply with all laws and regulations that apply to its performance under this Contract, including any requirements to disclose potential conflicts of interest under DISTRICT’s Conflict of Interest Code.

D. CONTRACTOR shall not engage in any performance of work during the term of this contract that is in direct conflict with duties and responsibilities set forth in the Scope of Work.

E. CONTRACTOR shall exercise the degree of skill and care customarily required by accepted professional practices and procedures.

F. CONTRACTOR shall ensure that any subcontractors, employees and agents performing under this Contract comply with the performance standards set forth in paragraphs A-E

Contract No. 2024.105
above.

4. TERM – The term of this Contract is three (3) years from the latter date of Contract execution by both PARTIES, unless further extended by amendment of this Contract in writing, or terminated earlier. CONTRACTOR shall not submit any invoice for services performed under this Contract until the Contract is fully executed.

5. TERMINATION
A. The DISTRICT may terminate this Contract at any time, at will, and without specifying any reason, by notifying CONTRACTOR in writing. The notice of termination shall specify the effective date of termination, which shall be no less than thirty (30) calendar days from the date of delivery of the notice of termination, and shall be delivered in accordance with the provisions of section 10 below. Immediately upon receipt of the notice of termination, CONTRACTOR shall cease all work under this Contract, except such work as is specified in the notice of termination. CONTRACTOR shall deliver a final invoice for all remaining work performed but not billed, including any work specified in the termination notice, on or before ten (10) business days following the termination date.

B. Either party may terminate this Contract for breach by the other party. i) Failure to perform any agreement or obligation contained in this Contract or failure to perform the services in a satisfactory manner shall constitute a breach of the Contract. ii) In the event of any breach of this Contract by either Party, the non-breaching party shall provide written notice of the breach to the breaching party. Upon receipt of such notice, the breaching party shall have ten (10) calendar days to cure the breach. If the breach is not cured within the specified period, the non-breaching party shall have the right to pursue any remedies available under this Contract or at law, including but not limited to termination of this Contract. The notice of breach shall specify the date of termination, which shall be no earlier than ten (10) business days from delivery of the notice of breach. In the alternative, at its sole discretion, the non-breaching party may require the breaching party to cure the breach. The notice of breach shall specify the nature of the breach and the date by which such breach must be cured. iii) If CONTRACTOR fails to perform any obligation under this Contract, DISTRICT at its sole discretion, may perform, or cause the performance, of the obligation itself. In that event, DISTRICT shall deduct the actual costs to perform such obligation and other actual costs needed to reasonably cure the breach from the payment otherwise due to CONTRACTOR for work performed under this Contract. DISTRICT will provide documentation to CONTRACTOR of all costs incurred by the DISTRICT due to CONTRACTOR’S failure to perform any obligation under this Contract prior to ducting any costs from any payment otherwise due to CONTRACTOR. DISTRICT’s performance hereunder shall not be deemed a waiver or release of any obligation of, or default by, CONTRACTOR under this Contract.
iv) The notice of breach shall be provided in accordance with the notice requirements set forth in section 10.
v) The non-breaching party reserves all rights under law and equity to enforce this Contract and recover any damages.

6. INSURANCE
A. CONTRACTOR shall maintain the following insurance:

Contract No. 2024.105
i) Workers’ compensation and employers’ liability insurance as required by California law or other applicable statutory requirements.
ii) Occurrence-based commercial general liability insurance or equivalent form with a limit of not less than one million dollars ($1,000,000) each occurrence. Such insurance shall include DISTRICT and its officers, agents, and employees as additional insureds and shall be primary with respect to any insurance maintained by DISTRICT. iii) Business automobile liability insurance or equivalent form with a limit of not less than one million dollars ($1,000,000) each accident. Such insurance shall include coverage for owned, hired, and non-owned vehicles. If CONTRACTOR is a sole proprietor, CONTRACTOR may meet this insurance requirement with personal automobile liability insurance carrying a business use endorsement or by demonstrating to the satisfaction of DISTRICT that business use is covered under the CONTRACTOR’s personal automobile liability insurance. A CONTRACTOR using only rental vehicles in performing work under this Contract may meet this insurance requirement by purchasing automobile liability insurance in the required coverage amount from the rental agency. iv) Professional liability insurance with limits not less than one million dollars ($1,000,000 each claim.

B. All insurance shall be placed with insurers acceptable to DISTRICT.

C. Prior to commencement of work under this Contract, CONTRACTOR shall furnish properly-executed certificates of insurance for all required insurance. Upon request by DISTRICT, CONTRACTOR shall provide a complete copy of any required insurance policy. CONTRACTOR shall notify DISTRICT in writing thirty (30) days prior to cancellation or modification of any required insurance policy. Any such modifications are subject to pre-approval by DISTRICT.

D. If CONTRACTOR fails to maintain the required insurance coverage set forth above, DISTRICT reserves the right either to purchase such additional insurance and to deduct the cost thereof from any payments owed to CONTRACTOR or to terminate this Contract for breach.

7. INDEMNIFICATION
A. CONTRACTOR shall indemnify and hold DISTRICT, its officers, employees and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys' fees, or claims for injury or damages arising out of the performance of this Contract but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of CONTRACTOR, its officers, agents, or employees.

B. DISTRICT shall indemnify and hold CONTRACTOR, its officers, employees and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys' fee, or claims for injury or damages arising out of the performance of this Contract but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of DISTRICT, its officers, agents, or employees.

8. PAYMENT
A. DISTRICT shall pay CONTRACTOR for services in accordance with the terms set forth in the Cost Schedule, which is attached hereto as Attachment C and incorporated herein by this reference.

B. CONTRACTOR shall submit invoice(s) to DISTRICT for services performed. Each invoice shall specify the total cost of the services for which the invoice is submitted, shall reference tasks shown in the Scope of Work, the hours associated with same, or percentage completion

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thereof, and the amount of charge claimed, and, as appropriate, shall list any charges for equipment, material, supplies, and subcontractors’ services.

C. DISTRICT’s payment of invoices shall be subject to the following limitations and requirements:
i) Each invoice, including supporting documentation, shall be prepared in duplicate on CONTRACTOR’s letterhead; shall list DISTRICT’s contract number, the period covered by the invoice, and the CONTRACTOR’s Social Security Number or Federal Employer Identification Number; and shall be submitted to: Bay Area Air Quality Management District, 375 Beale Street, Suite 600, San Francisco, CA 94105, Attn: Contracts Manager. ii) DISTRICT shall not pay interest, fees, handling charges, or the cost of money on the Contract.
iii) DISTRICT shall pay CONTRACTOR within thirty (30) calendar days after approval by DISTRICT of an itemized invoice.
iv) DISTRICT shall review and approve itemized invoices submitted by CONTRACTOR as promptly as possible.

D. The total amount for which DISTRICT may be held liable for the performance of services specified in this Contract shall not exceed $61,915.

9. DISPUTE RESOLUTION – A party that disputes a notice of breach must first seek mediation to resolve the dispute in accordance with the provisions set forth below.

A. Upon receipt of a notice of breach of contract, the party may submit a demand for mediation to resolve whether or not a breach occurred. The party must state the basis of the dispute and deliver the demand within ten (10) business days of the date of receipt of the notice of breach.

B. The mediation shall take place at DISTRICT’s office at 375 Beale Street, Suite 600, San Francisco, or at such other place as may be mutually agreed upon by the parties and the mediator.

C. The parties shall make good faith efforts to hold the mediation within thirty (30) days after receipt of the demand for mediation.

D. Each party shall bear its own mediation costs.

E. In the event the parties are unable to resolve the dispute, either party may file an action in a court of competent jurisdiction to enforce the Contract.

F. Maximum recovery under this section shall be limited to $61,915. The mediation costs shall not reduce the maximum amount recoverable under this section.

10. NOTICES – All notices that are required under this Contract shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by e-mail, facsimile, or regular first class mail.

In the case of e-mail and facsimile communications, valid notice shall be deemed to have been delivered upon sending, provided the sender obtained an electronic confirmation of delivery. E-mail and facsimile communications shall be deemed to have been received on the date of such transmission, provided such date was a business day and delivered prior to 4:00 p.m. PST.

Otherwise, receipt of e-mail and facsimile communications shall be deemed to have occurred on the following business day. In the case of regular mail notice, notice shall be deemed to have been delivered on the mailing date and received five (5) business days after the date of mailing.

DISTRICT: Bay Area Air Quality Management District

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375 Beale Street, Suite 600
San Francisco, CA 94105
Attn: Anthony Fournier
CONTRACTOR: Marin Clean Energy
1125 Tamalpais Avenue
San Rafael, CA 94901
Attn: Monique McCool

11. ADDITIONAL PROVISIONS – All attachment(s) to this Contract are expressly incorporated herein by this reference and made a part hereof as though fully set forth.

12. EMPLOYEES OF CONTRACTOR
A. CONTRACTOR shall be responsible for the cost of regular pay to its employees, as well as cost of vacation, vacation replacements, sick leave, severance pay, and pay for legal holidays.

B. CONTRACTOR, its officers, employees, agents, or representatives shall not be considered employees or agents of DISTRICT, nor shall CONTRACTOR, its officers, employees, agents, or representatives be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by DISTRICT to its employees.

C. DISTRICT reserves the right to review the credentials to perform the work of any of CONTRACTOR’s employees assigned herein and to disapprove CONTRACTOR’s assignments.

CONTRACTOR warrants that it will not employ any subcontractor(s) without prior written approval from DISTRICT.

13. CONFIDENTIALITY – In order to carry out the purposes of this Contract, CONTRACTOR may require access to certain of DISTRICT’s confidential information (including trade secrets, inventions, confidential know-how, confidential business information, and other information that DISTRICT considers confidential) (collectively, “Confidential Information”). It is expressly understood and agreed that DISTRICT may designate in a conspicuous manner Confidential Information that CONTRACTOR obtains from DISTRICT, and CONTRACTOR agrees to:

A. Observe complete confidentiality with respect to such information, including without limitation, agreeing not to disclose or otherwise permit access to such information by any other person or entity in any manner whatsoever, except that such disclosure or access shall be permitted to employees of CONTRACTOR requiring access in fulfillment of the services provided under this Contract and as required by applicable law.

B. Ensure that CONTRACTOR’s officers, employees, agents, representatives, and independent contractors are informed of the confidential nature of such information and to assure by agreement or otherwise that they are prohibited from copying or revealing, for any purpose whatsoever, the contents of such information or any part thereof, or from taking any action otherwise prohibited under this section.

C. Not use such information or any part thereof in the performance of services to others or for the benefit of others in any form whatsoever whether gratuitously or for valuable consideration, except as permitted under this Contract.

D. Notify DISTRICT promptly and in writing of the circumstances surrounding any possession, use, or knowledge of such information or any part thereof by any person or entity other than those authorized by this section. Take at CONTRACTOR’s expense, but at DISTRICT’s option and in any event under DISTRICT’s control, any legal action necessary to prevent

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unauthorized use of such information by any third party or entity which has gained access to such information at least in part due to the fault of CONTRACTOR.

E. Take any and all other actions necessary or desirable to assure such continued confidentiality and protection of such information during the term of this Contract and following expiration or termination of the Contract.

F. Prevent access to such materials by a person or entity not authorized under this Contract.

G. Establish specific procedures in order to fulfill the obligations of this section.

14. INTELLECTUAL PROPERTY RIGHTS – Title and full ownership rights to all intellectual property developed under this Contract shall at all times remain with DISTRICT, unless otherwise agreed to in writing.

15. PUBLICATION
A. DISTRICT shall approve in writing any report, outreach or marketing documents, and news or media publications prepared by CONTRACTOR in connection with performance under this Contract prior to dissemination or publication of such report or document to a third party.

DISTRICT may waive in writing its requirement for prior approval.

B. Until approved by DISTRICT, any report or other document prepared by CONTRACTOR shall include on each page a conspicuous header, footer, or watermark stating “DRAFT – Not Reviewed or Approved by BAAQMD,” unless DISTRICT has waived its requirement for prior approval pursuant to paragraph A of this section.

C. Information, data, documents, or reports developed by CONTRACTOR for DISTRICT, pursuant to this Contract, shall be part of DISTRICT’s public record, unless otherwise indicated. CONTRACTOR may use or publish, at its own expense, such information, provided DISTRICT approves use of such information in advance. The following acknowledgment of support and disclaimer must appear in each publication of materials, whether copyrighted or not, based upon or developed under this Contract.
“This report was prepared as a result of work sponsored, paid for, in whole or in part, by the Bay Area Air Quality Management District (District). The opinions, findings, conclusions, and recommendations are those of the author and do not necessarily represent the views of the District. The District, its officers, employees, contractors, and subcontractors make no warranty, expressed or implied, and assume no legal liability for the information in this report.”
D. CONTRACTOR shall inform its officers, employees, and subcontractors involved in the performance of this Contract of the restrictions contained herein and shall require compliance with the above.

16. NON-DISCRIMINATION – In the performance of this Contract, CONTRACTOR shall not discriminate in its recruitment, hiring, promotion, demotion, and termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age, marital status, sexual orientation, medical condition, or physical or mental disability and shall comply with the provisions of the California Fair Employment & Housing Act (Government Code Section 12900 et seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352) and all amendments thereto, and all administrative rules and regulations issued pursuant to said Acts. CONTRACTOR shall also require each subcontractor performing work in connection with this Contract to comply with this section and shall include in each contract with such subcontractor provisions to accomplish

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the requirements of this section.

17. PROPERTY AND SECURITY – Without limiting CONTRACTOR’S obligations with regard to security, CONTRACTOR shall comply with all the rules and regulations established by DISTRICT for access to and activity in and around DISTRICT’s premises.

18. ASSIGNMENT – No party shall assign, sell, license, or otherwise transfer any rights or obligations under this Contract to a third party without the prior written consent of the other party, and any attempt to do so shall be void upon inception.

19. WAIVER – No waiver of a breach, of failure of any condition, or of any right or remedy contained in or granted by the provisions of this Contract shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Further, the failure of a party to enforce performance by the other party of any term, covenant, or condition of this Contract, and the failure of a party to exercise any rights or remedies hereunder, shall not be deemed a waiver or relinquishment by that party to enforce future performance of any such terms, covenants, or conditions, or to exercise any future rights or remedies.

20. ATTORNEYS’ FEES – In the event any action is filed in connection with the enforcement or interpretation of this Contract, each party shall bear its own attorneys’ fees and costs.

21. FORCE MAJEURE – Neither DISTRICT nor CONTRACTOR shall be liable for or deemed to be in default for any delay or failure in performance under this Contract or interruption of services resulting, directly or indirectly, from acts of God, enemy or hostile governmental action, civil commotion, strikes, lockouts, labor disputes, fire or other casualty, judicial orders, governmental controls, regulations or restrictions, inability to obtain labor or materials or reasonable substitutes for labor or materials necessary for performance of the services, or other causes, except financial, that are beyond the reasonable control of DISTRICT or CONTRACTOR, for a period of time equal to the period of such force majeure event, provided that the party failing to perform notifies the other party within fifteen calendar days of discovery of the force majeure event, and provided further that that party takes all reasonable action to mitigate the damages resulting from the failure to perform. Notwithstanding the above, if the cause of the force majeure event is due to party’s own action or inaction, then such cause shall not excuse that party from performance under this Contract.

22. SEVERABILITY – If a court of competent jurisdiction holds any provision of this Contract to be illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them will not be affected.

23. HEADINGS – Headings on the sections and paragraphs of this Contract are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Contract.

24. COUNTERPARTS/FACSIMILES/SCANS – This Contract may be executed and delivered in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same contract. The parties may rely upon

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a facsimile copy or scanned copy of any party’s signature as an original for all purposes.

25. GOVERNING LAW – Any dispute that arises under or relates to this Contract shall be governed by California law, excluding any laws that direct the application of another jurisdiction’s laws.

Venue for resolution of any dispute that arises under or relates to this Contract, including mediation, shall be San Francisco, California.

26. ENTIRE CONTRACT AND MODIFICATION – This Contract represents the final, complete, and exclusive statement of the agreement between the parties related to CONTRACTOR providing services to DISTRICT and supersedes all prior and contemporaneous understandings and agreements of the parties. No party has been induced to enter into this Contract by, nor is any party relying upon, any representation or warranty outside those expressly set forth herein. This Contract may be amended by mutual agreement of the parties in writing and signed by both parties. Notwithstanding the aforementioned, in the event the Energy Commission increases or decreases the funding of Agreement #ZVI-22-024, DISTRICT may increase or decrease the scope of Work and/or the total Contract cost of this Contract in the appropriate proportion. Any such modification will be given to CONTRACTOR as an amendment to this Contract, and the amendment will be subject to CONTRACTOR'S written approval.

27. SURVIVAL OF TERMS – The provisions of sections 7 (Indemnification), 13 (Confidentiality), 14 (Intellectual Property Rights), and 15 (Publication) shall survive the expiration or termination of this Contract.

28. GRANT AGREEMENT TERMS AND CONDITIONS
A. INCORPORATION BY REFERENCE. The terms of Agreement #ZVI-22-024, as Attachment D, to the extent not stated herein are expressly incorporated herein by reference and in the event of any conflict between this Contract and Agreement #ZVI-22-024, the terms of Agreement #ZVI-22-024 shall govern, control and supersede over the provisions of this Contract.

Capitalized terms used in this Contract and not defined shall have the meanings given in Agreement #ZVI-22-024.

B. CONTRACTOR shall be responsible for exercising the degree of skill and care required by customarily accepted good professional practices and procedures used in the CONTRACTOR’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 DISTRICT, shall be borne in total by CONTRACTOR. The failure of a project to achieve the performance goals and objectives stated in the Statement of Work is not a basis for requesting re-performance unless the work conducted by CONTRACTOR and/or its subcontractors is deemed by DISTRICT or the Energy Commission to have failed the foregoing standard of performance. In the event CONTRACTOR fails to perform in accordance with the above standard:
i) CONTRACTOR 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. CONTRACTOR shall work any overtime required to meet the deadline for the task at no additional cost to DISTRICT or the Energy Commission. ii) 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

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iii) The Energy Commission shall have the option to direct CONTRACTOR not to re-perform any task which was not performed to the reasonable satisfaction of the CAM pursuant to application of (i) and (ii) above. In the event the Energy Commission directs CONTRACTOR not to re-perform a task, the Energy Commission and DISTRICT and CONTRACTOR 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.

C. RETENTION OF RECORDS. CONTRACTOR 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 non-expendable 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.

D. AUDITS. Upon written request from the Energy Commission, CONTRACTOR shall provide detailed documentation of all expenses at any time throughout the project. In addition, CONTRACTOR 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 Contract 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 DISTRICT, prior to the expiration of such three-year period, that a longer period of record retention is necessary. Further, CONTRACTOR agrees to incorporate an audit of this project within any scheduled audits, when specifically requested by the State. CONTRACTOR is strongly encouraged to conduct annual audits in accordance with the single audit concept. CONTRACTOR 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.

E. ASSEMBLY BILL 841 (2020). By signing this Contract, CONTRACTOR as a material term of this Contract shall be fully responsible for complying with this section. AB 841 (Ting, 2020) added Public 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 Agreement #ZVI-22-024, 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 Contract means that all electric vehicle charging infrastructure and equipment located on the customer side of the electrical meter shall be installed by a contractor on the appropriate license classification, as determined by the Contractor’s 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:
i) Electric vehicle charging infrastructure installed by employees of an electrical corporation or local publicly owned electric utility.
ii) 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

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California Code of Regulations).
iii) Single-family home residential electric vehicle chargers that can use an existing 208/240-volt outlet.

IN WITNESS WHEREOF, the parties to this Contract have caused this Contract to be duly executed on their behalf by their authorized representatives.

BAY AREA AIR QUALITY MARIN CLEAN ENERGY

MANAGEMENT DISTRICT
By: ________________________________ By: ______________________________ Philip M. Fine Dawn Weisz
Executive Officer/APCO Chief Executive Officer
Date: ________________________________ Date: ______________________________ Approved as to form: Approved as to form:

By: ________________________________ By: ______________________________ Alexander G. Crockett Legal Counsel
General Counsel

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ATTACHMENT A

SCOPE OF WORK
Description of Work:

PARTIES will utilize their experience and connections to increase awareness and installation of electric vehicle supply equipment (EVSE) and solar infrastructure to support Bay Area multi-family residents.

PARTIES will implement the Scope of Work outlined in this Contract to fulfill the obligations of Agreement #ZVI-22-024. The tasks included in the Scope of Work, reflect the responsibilities of CONTRACTOR and align with the tasks and requirements of the Agreement #ZVI-22-024. The Scope of Work is subject to change and any such change shall be effected through a written amendment, signed by both PARTIES, to this Scope of Work. DISTRICT shall notify CONTRACTOR of any relevant changes to tasks, products, and timelines and the PARTIES will work mutually to execute such amendment.

PARTIES will make any necessary subcontracting arrangements to ensure all tasks below are completed and ensure that all such subcontractors abide by the same terms and conditions outlined in this Contract. PARTIES will ensure that any work requiring licenses or other certifications performed under this Contract is performed by a contractor licensed in the State of California.

Objectives of the Agreement:

DISTRICT and CONTRACTOR will expand electric vehicle (EV) charging access to multi-family housing residents in the Bay Area, with the following specific objectives:
• DISTRICT shall choose at least ten (10) sites which together sum up to at least 1,000 multi-family housing units and:
o Encourage EV ownership in communities.
o Prioritize disadvantaged and low-income communities, including but not limited to:

Oakland, Richmond/San Pablo, and Vallejo.
• CONTRACTOR will recommend at least two (2) multi-family housing properties within CONTRACTOR’s service territory to participate in the project. • CONTRACTOR will lead outreach and engagement efforts at select multi-family housing properties within CONTRACTOR’s service territory, including, but not limited to: digital marketing, print and mail marketing, and coordinating outreach events. • CONTRACTOR will assist interested site residents within CONTRACTOR’s service territory in applying for EV and EVSE incentives, such as MCEv and MCE Vehicle. • CONTRACTOR agrees to also commit up to $193,000 of CONTRACTOR’s revenue as gap funding to support up to 40 Level 1 ports, 62 networked Level 2 ports, and 3 DC Fast Charging ports in CONTRACTOR’s service territory through this grant. • PARTIES' project goal is to provide air quality benefits in disadvantaged and low-income communities in the Bay Area.

Task 1.2 Critical Project Review (CPR) Meetings
CPRs provide the opportunity for frank discussions between the Energy Commission and DISTRICT.

The goal of this task is to determine if the project should continue to receive CEC funding to complete Agreement #ZVI-22-024 and to identify any needed modifications to the tasks, products, schedule or budget.

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The Commission Action Manager (CAM) may schedule CPR meetings as necessary, and meeting costs will be borne by DISTRICT.

Meeting participants include the CAM and DISTRICT and may include the Commission Agreement Officer (“CAO”), the Fuels and Transportation Division (FTD) program lead, other Energy Commission staff and Management as well as other individuals selected by the CAM to provide support to the Energy Commission.

CONTRACTOR shall:
• Assist with the preparation of a CPR Report for each CPR that discusses the progress of Agreement #ZVI-22-024 toward achieving its goals and objectives. This report shall include recommendations and conclusions regarding continued work of the projects. This report shall be submitted along with any other products identified in this scope of work. • Assist with presenting the required information at each CPR meeting and participate in a discussion about Agreement #ZVI-22-024.

Task 1.4 Monthly Calls
The goal of this task is to have calls at least monthly between CAM and DISTRICT to verify that satisfactory and continued progress is made towards achieving the objectives of Agreement #ZVI-22- 024 on time and within budget.

The objectives of this task are to verbally summarize activities performed during the reporting period, to identify activities planned for the next reporting period, to identify issues that may affect performance and expenditures, to verify match funds are being proportionally spent concurrently or in advance of Energy Commission funds or are being spent in accordance with an approved Match Funding Spending Plan, to form the basis for determining whether invoices are consistent with work performed, and to answer any other questions from the CAM. 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.

CONTRACTOR shall:
• Provide a written summary of updates to DISTRICT by the first Tuesday of each month. • CONTRACTOR shall attend the monthly calls upon DISTRICT and/or Energy Commission’s request.

Task 1.5 Quarterly Progress Reports
The goal of this task is to periodically verify that satisfactory and continued progress is made towards achieving the objectives of Agreement #ZVI-22-024 on time and within budget.

The objectives of this task are to summarize activities performed during the reporting period, to identify activities planned for the next reporting period, to identify issues that may affect performance and expenditures, and to form the basis for determining whether invoices are consistent with work performed.

CONTRACTOR shall:
• Assist DISTRICT in the preparation of a Quarterly Progress Report which summarizes all

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Agreement #ZVI-22-024 activities conducted by DISTRICT for the reporting period, including an assessment of the ability to complete Agreement #ZVI-22-024 within the current budget and any anticipated cost overruns. Progress reports are due to the CAM the 10th day of each January, April, July, and October. The Quarterly Progress Report template can be found on the ECAMS Resources webpage available at https://www.energy.ca.gov/media/4691. • Provide written updates to DISTRICT by the 25th day of each March, June, September, and December. Written updates shall include, but are not limited to:
o Written summary of tasks that were completed during the reporting period, including the overall project status, significant milestones, deliverables, or meetings accomplished during the reporting period;
o Challenges during reporting period and how DISTRICT and Energy Commission may be able to provide support;
o Goals for CONTRACTOR for the next reporting period;
o Report on CONTRACTOR’s subrecipient progress;
o Evidence of progress (e.g., test data, early deliverable drafts, product mock-ups, field site descriptions, preliminary analyses; and
o Status of milestones and deliverables, and whether the tasks were completed according to schedule.
• Review and provide feedback to DISTRICT upon request prior to the submission of the Quarterly Progress Report to the Energy Commission.

Task 1.6 Final Report
The goal of the Final Report is to assess the project’s success in achieving the Agreement #ZVI-22- 024’s goals and objectives, advancing science and technology, and providing energy-related and other benefits to California.

The objectives of the Final Report are to clearly and completely describe the project’s purpose, approach, activities performed, results, and advancements in science and technology; to present a public assessment of the success of the project as measured by the degree to which goals and objectives were achieved; to make insightful observations based on results obtained; to draw conclusions; and to make recommendations for further projects and improvements to the FTD project management processes.

CONTRACTOR shall:
• Assist DISTRICT in the preparation of an outline of the Final Report. • Provide necessary information within CONTRACTOR's control for the Final Report (e.g., data, outreach materials, construction progress) and any additional project information requested by DISTRICT at least 90 days before the end of the Agreement #ZVI-22-024 Term.

Task 1.7 Identify and Obtain Matching Funds
The goal of this task is to ensure that the match funds planned for this Agreement are obtained for and applied to this Agreement during the term of this Agreement.

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The costs to obtain and document match fund commitments are not reimbursable through this Agreement. Although the CEC budget for this task will be zero dollars, CONTRACTOR may utilize match funds for this task. Match funds must be identified in writing and the associated commitments obtained before CONTRACTOR can incur any costs for which CONTRACTOR will request reimbursement.

CONTRACTOR shall:
• Provide a copy of the letter of commitment from an authorized representative of each source of cash match funding or in-kind contributions that these funds or contributions have been secured, with a total up to $193,000 of CONTRACTOR’s revenue as gap funding to support up to 40 Level 1 ports, 62 networked Level 2 ports, and 3 DC Fast Charging ports in CONTRACTOR’s service territory through this grant.
o The gap funding provided by CONTRACTOR will be paid to the EVSE implementer (as selected by DISTRICT) to reduce the costs associated with the purchase, installation, and setup of EVSE in CONTRACTOR'S service territory. Payments will be made directly to the EVSE implementer upon CONTRACTOR'S receipt and approval of proper invoices and documentation.

TECHNICAL TASKS
TASK 2 OUTREACH AND COMMUNITY ENGAGEMENT
The goals of this task are to conduct outreach and community engagement specifically to multi-family housing residents, property owners, and community groups to increase awareness and encourage support for clean transportation.

CONTRACTOR shall:
• Assist in the preparation of a Community Engagement Strategy Plan that DISTRICT will approve for the entire project, that includes, but is not limited to:
o Listing prioritized metrics of success for site hosts, residents, and overall project.  Prioritize census tracts that score within the top 25th percentile of CalEPA CalEnviroScreen 4.0 in the nine-county Bay Area (i.e., DISTRICT’s jurisdiction) including, but not limited to: Oakland, Richmond/San Pablo, and Vallejo.  Prioritize affordable and public housing.
o Proposed stakeholder/community engagement plans and activities, as well as EV driver recruitment strategies and implementation timeline.  Provide estimated costs for outreach and engagement for DISTRICT’s approval.
• After DISTRICT approval, lead the implementation of Community Engagement Strategy Plan for multi-family housing properties within CONTRACTOR’s service territory and document in Quarterly Progress Reports how specific project activities will include community and stakeholder input.
• Lead the implementation of the Community Engagement Strategy Plan at multi-family housing properties within CONTRACTOR’s service territory by:
o Assisting with identifying community leaders and key stakeholders who will be instrumental in influencing residents on the benefits of EVs and on-site charging stations.

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o Assisting with establishing and convening a group of stakeholders and residents encouraging EVs and EV charging (‘EVs for Everyone Group’) at select sites to build need and to inform the design and development of the project. o Proposing information sessional structure and materials to DISTRICT for review and approval.
o Assist with coordinating at least two (2) informational sessions (virtual or in-person depending on COVID situation) for residents at select sites. o Evaluating and determining potential EV charging at select sites. o Discussing parking administration strategies to ensure continued equitable access to charging.
o Discussing safety and security strategies.
o Discussing resident displacement prevention strategies for publicly accessible charging stations.
o Discussing EVSE costs and fiscal responsibilities transparently. o Discussing options for charging station equipment and feasibility. o Discussing scalability and replicability.
 Assist in the preparation of a Community Engagement Report with information outlined in Task 1.5, which will include, but is not limited to:
o How stakeholder input contributed to the development of training content. o Details about which charging equipment was selected for each site. o Summary of community engagement activities conducted. o Feedback received from the community.
o Lessons learned and recommendations for future projects. o How community engagement informed the project and its execution.  Assist with the development of a Community Outreach Material Report that includes but is not limited to:
o Resources to inform stakeholders of project goals, objectives, intended benefits, and opportunities to share input.
o Samples of materials disseminated.
o A survey to distribute to site residents.
 All above deliverables must be approved by DISTRICT prior to dissemination. • Develop and submit a plan for a one-month digital marketing campaign to DISTRICT for approval.
o The plan should include a planned timeline, marketing materials, and budget. o After DISTRICT approval, launch digital marketing campaign to promote the project.
• Prepare and submit any mail and print marketing materials to DISTRICT prior to dissemination.
• Provide credit to Energy Commission for funding the project on publicly accessible and published items, including the “funded by the Energy Commission” logo.

TASK 3 SITE PARTNERSHIP AND TECHNICAL ASSISTANCE
The goal of this task is to formalize and finalize the locations where the EV chargers will be installed.

The project team will execute agreements with site hosts, EVSE operators, and site EVSE owners, which will outline responsibilities for equipment costs, maintenance, and operation.

Contract No. 2024.105
CONTRACTOR shall:
• Identify at least two multi-family properties within CONTRACTOR’s service territory and provide feedback and recommendations for which sites should be invited to participate. • Connect with the site hosts or management teams at select multi-family housing sites within CONTRACTOR’s service territory.
• Engage EVs for Everyone Groups, residents, property owners, and stakeholders in productive conversations to plan for EVSE implementation and determine the following at select multi-family housing sites within CONTRACTOR’s service territory:
o EVSE location.
o EVSE technology type, advantages and disadvantages.
o Deployments scenarios based on parking availability, electrical capacity, cost, and budget.
o EV charging payment methods.
o Operation and maintenance plans and customer support. • Develop and finalize EVSE Blueprint with EVs for Everyone Groups, residents, property owners, and stakeholders at select multi-family housing sites within CONTRACTOR’s service territory.
• Assist with preparing an EVSE Blueprint for select sites, which will include:
o Site name/nickname.
 Site host information.
 Site EVSE owner information.
 Site EVSE operator information.
 Site lighting owner information, where necessary.
 Information on the contracts executed.
o EVSE to be installed.
 Description and specifications.
 Quantity.
 Power levels.
o Solar PV to be installed, if any.
o Safety and security measures (e.g., lighting).
o Aerial image and diagram of where EVSE will be installed specific to each site. o Site photos.
o Site amenities.
o Explanation and confirmation of how installation of EV chargers, any solar PV systems and any associated equipment will comply with the site installation requirements above.
• Assist with finalizing at least two (2) multi-family housing sites and executing agreements with all necessary parties (e.g., EVSE operator, EVSE owner, site host). [CPR WILL BE HELD IN THIS TASK. See Task 1.2 for details] TASK 8 PROJECT FACT SHEET
The goal of this task is to develop an initial and final project fact sheet that describes the Energy Commission-funded project and the benefits resulting from the project for the public and key decision makers.

CONTRACTOR shall:

Contract No. 2024.105
• Prepare summaries of project progress, completed tasks, and stakeholders involved. • Provide high Quality Digital Photographs.

Contract No. 2024.105

ATTACHMENT B

DELIVERABLE SCHEDULE
CONTRACTOR will complete the tasks outlined above according to the schedule shown in the table below. DISTRICT may revise the schedule at its sole discretion and approve of scheduling changes in writing. DISTRICT shall notify CONTRACTOR in writing 30 (thirty) days prior to any revision to schedule.

Schedule CONTRACTOR Tasks
By November 2024 − Assist in preparation of a draft Community Engagement Strategy Plan.
− Meet with properties and tenants to develop EVSE Blueprints for each site within CONTRACTOR’s service territory.

By March 2025 − Conduct outreach to tenants and community groups. − Assist with the development of the final Community Engagement Strategy Plan, Community Outreach Materials Report, and Community Engagement Report.
− Assist with EVSE Blueprints for all accepted sites within CONTRACTOR’s service territory.

By December 30, 2025 − Provide all necessary project information to the DISTRICT to finalize the Final Report.

By January 31, 2026 − All project costs and final invoices must be submitted to DISTRICT.

By the first Tuesday of each
month
− Provide all necessary project status and evidence of progress to DISTRICT.

By the 25th day of each
March, June, September,
and December
− Provide Survey Data and Metrics.
− Provide information necessary for DISTRICT to complete Quarterly Progress Reports.

Contract No. 2024.105

ATTACHMENT C

COST SCHEDULE
DISTRICT will pay CONTRACTOR for the services outlined in Attachment A, Scope of Work, on both a fixed-price and hourly rate basis for implementing Agreement #ZVI-22-024. Labor rates shall be paid on an hourly rate basis as specified in Table 1. Payment on an hourly basis under this paragraph shall only be for time spent in connection with program management, support, outreach and conducting technical site assessments and related tasks; work by CONTRACTOR on all other activities under this Contract shall be covered by the fixed-price payments specified in the preceding paragraph.

CONTRACTOR is responsible for tracking all expenditures, as well as classifying time spent for each project location.

Table 1. Direct Labor Rates
Staff Title Hourly Rate
Customer Programs Manager $79.42
Marketing Manager $70.31
Community Development Manager $70.47
Total Direct Labor Budget $46,774
DISTRICT will pay CONTRACTOR up to an amount not to exceed $46,774 for all direct labor costs to complete all work outlined in Attachment A, Scope of Work. Payments will be made in accordance with Table 2 below and in accordance with Section 8, Payment, of this Contract. DISTRICT shall pay CONTRACTOR for time spent on outreach and engagement at the rates specified below. Total labor expenditures for outreach may not exceed $46,774, unless approved in writing by the DISTRICT.

Expense categories may not exceed the listed budget of $10,464, unless approved in writing by DISTRICT.

Table 2. Expense Categories and Budget
Expense Category Total
Indirect Costs (up to 10% of Direct Labor and Fringe Benefits) $4,677 Materials & Misc
• One-month digital advertising
• Printing and mailing materials
• Printing and mailing welcome packets
$10,464
Total $15,141
All expenses must be pre-approved by DISTRICT. CONTRACTOR must either submit receipts and expense reports along with an invoice and/or complete tasks in their entirety in order to receive payment for these items. Travel costs are not reimbursable.

CONTRACTOR shall submit invoices once a month accompanied by a detailed description of work performed during the preceding month in accordance with Section 8 of this Contract.

Total cost of Contract not to exceed $61,915.

Contract No. 2024.105

ATTACHMENT D
Agreement #ZVI-22-024 between the Energy Commission and the DISTRICT (TO BE INCLUDED)

STATE OF CALIFORNIA

GRANT AGREEMENT
CEC-146 (Revised 3/2019) CALIFORNIA ENERGY COMMISSION
RECIPIENT AGREEMENT NUMBER Bay Area Air Quality Management District ARV-22-024 ADDRESS AGREEMENT TERM 375 Beale St., Suite 600 San Francisco, CA 94105
01/25/2023-03/30/2026
The effective date of this Agreement is either the start date or the approval signature date by the California Energy Commission representative below, whichever is later. The California Energy Commission shall be the last party to sign. No work is authorized, nor shall any work begin, until on or after the effective date. PROJECT DESCRIPTION
The parties agree to comply with the terms and conditions of the following Exhibits which are by this reference made a part of the agreement.

Exhibit A – Scope of Work Page(s): 23
Exhibit A-1 – Project Schedule Page(s): 2
Exhibit B – Budget Page(s): 15
Exhibit B – Sub Budget – GRID Alternatives Bay Area Page(s): 14 Exhibit B – Sub Budget – Marin Clean Energy Page(s): 13 Exhibit C – General Terms and Conditions Page(s): 40
Exhibit D - Contacts Page(s): 1 REIMBURSABLE AMOUNT $ 2,994,574 MINIMUM MATCH SHARE REQUIRED $ 1,073,771 TOTAL OF REIMBURSABLE AMOUNT AND MINIMUM MATCH $ 4,068,345 The undersigned parties have read the attachments to this agreement and will comply with the standards and requirements contained therein.

CALIFORNIA ENERGY COMMISSION Bay Area Air Quality Management District AUTHORIZED SIGNATURE DATE AUTHORIZED SIGNATURE DATE NAME NAME Adrienne Winuk TITLE TITLE Contracts, Grants, and Loans Office Manager CALIFORNIA ENERGY COMMISSION ADDRESS 1516 9th Street, MS 18, Sacramento, CA 95814 7/25/2023
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 CALIFORNIA ENERGY COMMISSION Bay Area Air Quality Management District AUTHORIZED SIGNATURE DATE AUTHORIZED SIGNATURE DATE ,..-- DocuSigned by:
7/20/2023 .A-~U~ PiML filAL- NAME NAl lt!.-PW-fi7i9~2Wt Fine Adrienne Winuk TITLE TITLE Contracts, Grants, and Loans Office Manager Executive officer/Air Pollution control offi cer CALIFORNIA ENERGY COMMISSION ADDRESS 1516 9th Street, MS 18, Sacramento, CA 95814
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Scope of Work Bay Area Air Quality
Management District
Exhibit A

SCOPE OF WORK

TECHNICAL TASK LIST
Task # CPR Task Name
1 Administration
2 Outreach and Community Engagement
3 X Site Partnership and Technical Assistance
4 Vendor Selection and Equipment Procurement
5 X Engineering, Construction, and Installation
6 Operations and Maintenance
7 Data Collection and Analysis
8 Project Fact Sheet

KEY NAME LIST
Task # Key Personnel Key
Subcontractor(s)
Key Partner(s)
1 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
2 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID, MCE, and
StopWaste
3 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
4 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
5 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
6 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
7 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
8 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
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Scope of Work Bay Area Air Quality
Management District

GLOSSARY
Specific terms and acronyms used throughout this scope of work are defined as follows:

Term/
Acronym
Definition
BAAQMD Bay Area Air Quality Management District
CalEPA California Environmental Protection Agency
CAM Commission Agreement Manager
CAO Commission Agreement Officer
CARB California Air Resources Board
CEC California Energy Commission
CPR Critical Project Review
CTP Clean Transportation Program
EV Electric Vehicle
EVSE Electric Vehicle Supply Equipment
EVSE operator The business operator of the EVSE at a certain site, whose duties include, but are not limited to: collecting revenue from EVSE charging fees billed on site, pay for expenses, such as electricity, and coordinate with site host and EVSE owner, customers, employees, contractors, bookkeeping, repairs, stakeholders, etc.

EVSE owner The owner of the exact EVSE by manufacturer, model and serial number, including the wiring, supplies, software license, and cloud storage installed on a certain site for which project money was disbursed.

FTD Fuels and Transportation Division
GRID GRID Alternatives Bay Area
MCE Marin Clean Energy
Project team BAAQMD, GRID and MCE
PV Photovoltaic
Recipient An applicant awarded a grant under a CEC solicitation (BAAQMD) Site host The owner of a site where EVSE funded by this grant is installed, or a management company.

Site lighting
owner
The owner of the light sources impacting the nighttime illumination of the charging dispensers which includes but is not limited to: light fixtures on parking gate, parking kiosk, streetlamps, and light posts, but not neighboring building outdoor light fixtures with no contract to this project.

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Scope of Work Bay Area Air Quality
Management District
Background
The Budget Act of 2021 (Assembly Bill (AB) 128, Ting, Chapter 21, Statutes of 2021, as amended by Senate Bill (SB) 129, Skinner, Chapter 69, Statutes of 2021 and SB 170, Skinner, Chapter 240, Statutes of 2021) appropriated $785,000,000 from the General Fund to support infrastructure deployments and manufacturing projects for zero-emission light-duty and medium-and heavy-duty vehicles.

On November 24, 2021, the California Energy Commission (CEC) released a Grant Funding Opportunity (GFO) entitled “Reliable, Equitable, and Accessible Charging for multi-family Housing (REACH).” This competitive grant solicitation was to demonstrate replicable and scalable business and technology models for large-scale deployment of electric vehicle (EV) charging infrastructure capable of maximizing access and EV travel for multi-family housing (MFH) residents. In response to GFO-21-603, the Recipient submitted application #13 which was proposed for funding in the CEC’s Notice of Proposed Awards on May 11, 2022. GFO-21- 603 and Recipient’s application are hereby incorporated by reference into this Agreement in their entirety.

In the event of any conflict or inconsistency between the terms of the Solicitation and the terms of the Recipient’s Application, the Solicitation shall control. In the event of any conflict or inconsistency between the Recipient’s Application and the terms of CEC’s Award, CEC’s Award shall control. Similarly, in the event of any conflict or inconsistency between the terms of this Agreement and the Recipient’s Application, the terms of this Agreement shall control.

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Scope of Work Bay Area Air Quality
Management District
Problem Statement:

Environmental pollutant exposure risk comes from a number of sources, such as industrial operations, port and freight facilities, and traffic congestion, with tailpipe emissions from light-duty vehicles accounting for approximately 28 percent of greenhouse gas emissions in the Bay Area. Environmental justice communities are disproportionately impacted by air pollution and are exposed to unhealthy levels of ozone and particulate matter, in addition to toxic air contaminants that pose cancer risk. These impacted communities often consist of low-income residents and communities of color, where many reside in affordable housing and multi-family properties. Multi-family buildings make up over one-third of the Bay Area region’s housing stock, and house about 30 percent of the Bay Area’s 7.6 million residents. Low-income communities experience higher rates of chronic disease and have lower life expectancies and fewer resources to prepare for the impacts of climate change. Access to clean transportation is one of many priorities to improve the quality of life in these communities, however, financial burden is often a hindrance to implementing clean transportation projects.

Goals of the Agreement:

The goal of this Agreement is to install EV charging infrastructure to support more than 1,000 multi-family housing units located solely in disadvantaged or low-income areas, while prioritizing affordable and public housing. Twelve sites were selected based on two criteria: 1) affordable or public housing, and 2) California Environmental Protection Agency (CalEPA) CalEnviroScreen

4.0 environmental burden score. By utilizing incentive funds from several public agencies (e.g., BAAQMD, CARB, and CEC), the cost of installing and operating EV chargers will be significantly reduced. BAAQMD, GRID, and MCE (‘project team’) will streamline the EV charger implementation process and manage the operations to create a seamless experience for the multi-family housing properties and residents, from developing the EVSE implementation plan (‘EVSE Blueprint’) with residents and community members, to building a framework for maintaining the operation and use of the chargers over time. Some project sites will have photovoltaic electricity generation and battery storage. The project team will also assist residents with applying for BAAQMD’s Clean Cars for All Program, which provides grant funding for EVs.

The project has an equity-centered framework that engages communities to assess their needs and gather input to inform the design and development of EV charger deployment in order to meet the needs of the respective communities and residents, while creating long-term benefits through education, outreach, and workforce development. By supporting the region’s disadvantaged and low-income communities, the project will support the Bay Area’s transition to a clean transportation economy and provide long-term economic, environmental, and health benefits.

Objectives of the Agreement:

The project team will expand EV charging access to multi-family housing residents in the Bay Area, with specific objectives to:

Install and commission at least 80 single-port Level 1 chargers, at least 62 dual-port Level 2 chargers, and at least six direct current (DC) fast chargers across twelve project sites.
o Install at least 75 percent of the EV chargers in areas that score within the top 25th percentile of CalEPA CalEnviroScreen 4.0.
o Install at least 50 percent of EV chargers in areas that specifically serve affordable housing and public housing residents.

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Scope of Work Bay Area Air Quality
Management District
Assist at least 10 percent of participating site residents in transitioning from internal combustion engine vehicles to EVs using available incentives.

Choose at least 12 sites which together sum up to at least 1,000 multi-family housing units.
o Prioritize disadvantaged and low-income communities, including but not limited to: Oakland, Richmond/San Pablo, and Vallejo.
o Encourage EV ownership in communities.

Install a solar photovoltaic (PV) system for at least five sites to support the EV charging infrastructure.

Convene an ‘EVs for Everyone Group’ at each site to encourage resident and community participation, and to provide education on EVs and EV charger usage.

Develop EVSE Blueprints with residents, communities, and other stakeholders.

Manage EVSE and solar engineering, procurement, and construction, in addition to long-term operation and maintenance of EV charging stations.

Provide air quality benefits in disadvantaged and low-income communities in the Bay Area.

TASK 1 ADMINISTRATION
Task 1.1 Attend Kick-off Meeting
The goal of this task is to establish the lines of communication and procedures for implementing this Agreement. The Commission Agreement Manager (CAM) shall designate the date and location of this meeting and provide an agenda to the Recipient prior to the meeting.

The Recipient shall:

Attend a “Kick-Off” meeting with the CAM, the Commission Agreement Officer (CAO), and a representative of the CEC Accounting Office. The Recipient shall bring their Project Manager, Agreement Administrator, Accounting Officer, and any others determined necessary by the Recipient or specifically requested by the CAM to this meeting.

Provide a written statement of project activities that have occurred after the notice of proposed awards but prior to the execution of the agreement using match funds. If none, provide a statement that no work has been completed using match funds prior to the execution of the agreement. All pre-execution match expenditures must conform to the requirements in the Terms and Conditions of this Agreement.

Discuss the following administrative and technical aspects of this Agreement:
o Agreement Terms and Conditions
o Critical Project Review (Task 1.2)
o Match fund documentation (Task 1.7) No reimbursable work may be done until this documentation is in place.
o Permit documentation (Task 1.8)
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o Subawards needed to carry out project (Task 1.9)
o The CAM’s expectations for accomplishing tasks described in the Scope of Work
o An updated Schedule of Products and Due Dates
o Monthly Calls (Task 1.4)
o Quarterly Progress Reports (Task 1.5)
o Technical Products (Product Guidelines located in Section 5 of the Terms and Conditions)
o Final Report (Task 1.6)
Recipient Products:

Updated Schedule of Products
Updated List of Match Funds
Updated List of Permits
Written Statement of Match Share Activities
Commission Agreement Manager Product:

Kick-Off Meeting Agenda
Task 1.2 Critical Project Review (CPR) Meetings
CPRs provide the opportunity for frank discussions between the CEC and the Recipient. The goal of this task is to determine if the project should continue to receive CEC funding to complete this Agreement and to identify any needed modifications to the tasks, products, schedule or budget.

The CAM may schedule CPR meetings as necessary, and meeting costs will be borne by the Recipient.

Meeting participants include the CAM and the Recipient and may include the CAO, the Fuels and Transportation Division (FTD) program lead, other CEC staff and Management as well as other individuals selected by the CAM to provide support to the CEC.

The CAM shall:

Determine the location, date, and time of each CPR meeting with the Recipient.

These meetings generally take place at the CEC, but they may take place at another location or remotely.

Send the Recipient the agenda and a list of expected participants in advance of each CPR. If applicable, the agenda shall include a discussion on both match funding and permits.

Conduct and make a record of each CPR meeting. Prepare a schedule for providing the written determination described below.

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Determine whether to continue the project, and if continuing, whether or not modifications are needed to the tasks, schedule, products, and/or budget for the remainder of the Agreement. Modifications to the Agreement may require a formal amendment (please see section 8 of the Terms and Conditions). If the CAM concludes that satisfactory progress is not being made, this conclusion will be referred to the Lead Commissioner for Transportation for his or her concurrence.

Provide the Recipient with a written determination in accordance with the schedule. The written response may include a requirement for the Recipient to revise one or more product(s) that were included in the CPR.

The Recipient shall:

Prepare a CPR Report for each CPR that discusses the progress of the Agreement toward achieving its goals and objectives. This report shall include recommendations and conclusions regarding continued work of the projects.

This report shall be submitted along with any other products identified in this scope of work. The Recipient shall submit these documents to the CAM and any other designated reviewers at least 15 working days in advance of each CPR meeting.

Present the required information at each CPR meeting and participate in a discussion about the Agreement.

CAM Products:

Agenda and a list of expected participants
Schedule for written determination
Written determination
Recipient Product:

CPR Report(s)
Task 1.3 Final Meeting
The goal of this task is to closeout this Agreement.

The Recipient shall:

Meet with CEC staff to present the findings, conclusions, and recommendations.

The final meeting must be completed during the closeout of this Agreement.

This meeting will be attended by, at a minimum, the Recipient and the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be two separate meetings at the discretion of the CAM.

The technical portion of the meeting shall present an assessment of the degree to which project and task goals and objectives were achieved, findings, conclusions, recommended next steps (if any) for the Agreement, and recommendations for improvements. The CAM will determine the appropriate meeting participants.

The administrative portion of the meeting shall be a discussion with the CAM about the following Agreement closeout items:
o What to do with any equipment purchased with CEC funds (Options) DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
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Scope of Work Bay Area Air Quality
Management District
o CEC request for specific “generated” data (not already provided in Agreement products)
o Need to document Recipient’s disclosure of “subject inventions” developed under the Agreement
o “Surviving” Agreement provisions
o Final invoicing and release of retention
Prepare a schedule for completing the closeout activities for this Agreement.

Products:

Written documentation of meeting agreements
Schedule for completing closeout activities
Task 1.4 Monthly Calls
The goal of this task is to have calls at least monthly between CAM and Recipient to verify that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.

The objectives of this task are to verbally summarize activities performed during the reporting period, to identify activities planned for the next reporting period, to identify issues that may affect performance and expenditures, to verify match funds are being proportionally spent concurrently or in advance of CEC funds or are being spent in accordance with an approved Match Funding Spending Plan, to form the basis for determining whether invoices are consistent with work performed, and to answer any other questions from the CAM. 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.

The CAM shall:

Schedule monthly calls.

Provide questions to the Recipient prior to the monthly call.

Provide call summary notes to Recipient of items discussed during call.

The Recipient shall:

Review the questions provided by CAM prior to the monthly call Provide verbal answers to the CAM during the call.

Product:

Email to CAM concurring with call summary notes.

Task 1.5 Quarterly Progress Reports
The goal of this task is to periodically verify that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.

The objectives of this task are to summarize activities performed during the reporting period, to identify activities planned for the next reporting period, to identify issues that may affect performance and expenditures, and to form the basis for determining whether invoices are consistent with work performed.

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Scope of Work Bay Area Air Quality
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The Recipient shall:

Prepare a Quarterly Progress Report which summarizes all Agreement activities conducted by the Recipient for the reporting period, including an assessment of the ability to complete the Agreement within the current budget and any anticipated cost overruns. Progress reports are due to the CAM the 10th day of each January, April, July, and October. The Quarterly Progress Report template can be found on the ECAMS Resources webpage available at https://www.energy.ca.gov/media/4691. Product:

Quarterly Progress Reports
Task 1.6 Final Report
The goal of the Final Report is to assess the project’s success in achieving the Agreement’s goals and objectives, advancing science and technology, and providing energy-related and other benefits to California.

The objectives of the Final Report are to clearly and completely describe the project’s purpose, approach, activities performed, results, and advancements in science and technology; to present a public assessment of the success of the project as measured by the degree to which goals and objectives were achieved; to make insightful observations based on results obtained; to draw conclusions; and to make recommendations for further projects and improvements to the FTD project management processes.

The Final Report shall be a public document and is limited to 25 pages. If the Recipient has obtained confidential status from the CEC and will be preparing a confidential version of the Final Report as well, the Recipient shall perform the following activities for both the public and confidential versions of the Final Report.

In addition to any other applicable requirements, the Final Report must comply with the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability; all applicable regulations and guidelines issued pursuant to the ADA; Cal. Gov. Code sects. 7405 and 11135; and Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.

The Recipient shall:

Prepare an Outline of the Final Report, if requested by the CAM.

Prepare a Final Report complying with ADA requirements and following the latest version of the Final Report guidelines which will be provided by the CAM. The CAM shall provide written comments on the Draft Final Report within fifteen (15) working days of receipt. The Final Report must be completed at least 60 days before the end of the Agreement Term.

Submit Final Report in Microsoft Word format or similar electronic format as approved by the CAM.

Products:

Outline of the Final Report, if requested
Draft Final Report
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Scope of Work Bay Area Air Quality
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Final Report
Task 1.7 Identify and Obtain Matching Funds
The goal of this task is to ensure that the match funds planned for this Agreement are obtained for and applied to this Agreement during the term of this Agreement.

The costs to obtain and document match fund commitments are not reimbursable through this Agreement. Although the CEC budget for this task will be zero dollars, the Recipient may utilize match funds for this task. Match funds must be identified in writing and the associated commitments obtained before the Recipient can incur any costs for which the Recipient will request reimbursement.

The Recipient shall:

Prepare a letter documenting the match funding committed to this Agreement and submit it to the CAM at least 2 working days prior to the kick-off meeting. If no match funds were part of the proposal that led to the CEC awarding this Agreement and none have been identified at the time this Agreement starts, then state such in the letter. If match funds were a part of the proposal that led to the CEC awarding this Agreement, then provide in the letter a list of the match funds that identifies the:
o Amount of each cash match fund, its source, including a contact name, address and telephone number and the task(s) to which the match funds will be applied.
o Amount of each in-kind contribution, a description, documented market or book value, and its source, including a contact name, address and telephone number and the task(s) to which the match funds will be applied. If the in-kind contribution is equipment or other tangible or real property, the Recipient shall identify its owner and provide a contact name, address and telephone number, and the address where the property is located.

Provide a copy of the letter of commitment from an authorized representative of each source of cash match funding or in-kind contributions that these funds or contributions have been secured. For match funds provided by a grant a copy of the executed grant shall be submitted in place of a letter of commitment.

Discuss match funds and the implications to the Agreement if they are reduced or not obtained as committed, at the kick-off meeting. If applicable, match funds will be included as a line item in the progress reports and will be a topic at CPR meetings.

Provide the appropriate information to the CAM if during the course of the Agreement additional match funds are received.

Notify the CAM within 10 days if during the course of the Agreement existing match funds are reduced. Reduction in match funds must be approved through a formal amendment to the Agreement and may trigger an additional CPR meeting.

Products:

A letter regarding match funds or stating that no match funds are provided Copy(ies) of each match fund commitment letter(s) (if applicable) DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
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Letter(s) for new match funds (if applicable)
Letter that match funds were reduced (if applicable)
Task 1.8 Identify and Obtain Required Permits
The goal of this task is to obtain all permits required for work completed under this Agreement in advance of the date they are needed to keep the Agreement schedule on track.

Permit costs and the expenses associated with obtaining permits are not reimbursable under this Agreement. Although the CEC budget for this task will be zero dollars, the Recipient may budget match funds for any expected expenditures associated with obtaining permits. Permits must be identified in writing and obtained before the Recipient can make any expenditure for which a permit is required.

The Recipient shall:

Prepare a letter documenting the permits required to conduct this Agreement and submit it to the CAM at least 2 working days prior to the kick-off meeting. If there are no permits required at the start of this Agreement, then state such in the letter. If it is known at the beginning of the Agreement that permits will be required during the course of the Agreement, provide in the letter:
o A list of the permits that identifies the:

Type of permit
Name, address and telephone number of the permitting
jurisdictions or lead agencies
o The schedule the Recipient will follow in applying for and obtaining these permits.

Discuss the list of permits and the schedule for obtaining them at the kick-off meeting and develop a timetable for submitting the updated list, schedule and the copies of the permits. The implications to the Agreement if the permits are not obtained in a timely fashion or are denied will also be discussed. If applicable, permits will be included as a line item in the Progress Reports and will be a topic at CPR meetings.

If during the course of the Agreement additional permits become necessary, provide the appropriate information on each permit and an updated schedule to the CAM.

As permits are obtained, send a copy of each approved permit to the CAM.

If during the course of the Agreement permits are not obtained on time or are denied, notify the CAM within 5 working days. Either of these events may trigger an additional CPR.

Products:

Letter documenting the permits or stating that no permits are required A copy of each approved permit (if applicable)
Updated list of permits as they change during the term of the Agreement (if applicable)
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Updated schedule for acquiring permits as changes occur during the term of the Agreement (if applicable)
A copy of each final approved permit (if applicable)
Task 1.9 Obtain and Execute Subawards
The goal of this task is to ensure quality products and to procure subrecipients required to carry out the tasks under this Agreement consistent with the Agreement Terms and Conditions and the Recipient’s own procurement policies and procedures.

The Recipient shall:

Manage and coordinate subrecipient activities.

If requested by the CAM, submit a draft of each subaward required to conduct the work under this Agreement to the CAM for review.

If requested by the CAM, submit a final copy of the executed subaward.

If Recipient intends to add new subrecipients or change subrecipients, then the Recipient shall notify the CAM.

Products:

Letter describing the subawards needed, or stating that no subawards are required
Draft subcontracts (if requested)
Final subcontracts (if requested)

TECHNICAL TASKS
TASK 2 OUTREACH AND COMMUNITY ENGAGEMENT
The goals of this task are to conduct outreach and community engagement specifically to multi-family housing residents, property owners, and community groups to increase awareness and encourage support for clean transportation.

The Recipient shall:

Prepare and submit a Community Engagement Strategy Plan to CAM that includes, but is not limited to:
o Listing prioritized metrics of success for site hosts, residents, and overall project.

Prioritize census tracts that score within the top 25th percentile of CalEPA CalEnviroScreen 4.0 in the nine-county Bay Area (i.e., BAAQMD’s jurisdiction) including, but not limited to: Oakland, Richmond/San Pablo, and Vallejo.

Prioritize affordable and public housing.
o Proposed stakeholder/community engagement and EV driver recruitment strategies and implementation timeline.

Implement the Community Engagement Strategy Plan and document in Quarterly Progress Reports how specific project activities will include community and stakeholder input.
o Identify community leaders and key stakeholders who will be instrumental in influencing residents on the benefits of EVs and on-site charging stations.

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Scope of Work Bay Area Air Quality
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o Establish and convene a group of stakeholders and residents encouraging EVs and EV charging (‘EVs for Everyone Group’) at each site to build need and to inform the design and development of the project.

Contract with community-based organizations to assist with outreach efforts and to mobilize the EVs for Everyone Groups.

Development a statement of goals for the EVs for Everyone Group, including, but not limited to: a list of members, expectations for members, anticipated meeting schedule, and description of how member input will inform project activities.

Emphasize benefits for the site, Bay Area, and California. o Schedule and hold at least two informational sessions (virtual or in-person depending on COVID situation) for residents per site.
o Provide one-on-one multilingual and multicultural support for residents interested in applying for EV incentive programs (e.g., Clean Cars for All Program).

Assist at least 10 percent of participating site residents with purchasing or leasing a new EV through incentives programs.

Report the following metrics in the Quarterly Progress Report for residents that successfully switched to EV ownership:

The number of residents engaged
How many were eligible for the Clean Cars for All Program Demographics (e.g., gender, ethnicity, income)
Baseline vehicle make, model, year, and fuel type
Replacement vehicle make, model, year, and technology
o Provide at least one hands-on EV charging training for residents, including how to pay for charging sessions, how to track usage and costs, how to reserve the parking space, how to maintain EVSE, and other relevant information specific to each site.
o Develop plan to coordinate and hold at least one workforce development event for multi-family residents.
o Evaluate and determine potential EV charging sites.
o Discuss parking administration strategies to ensure continued equitable access to charging.
o Discuss safety and security strategies.
o Discuss resident displacement prevention strategies for publicly accessible charging stations.
o Discuss EVSE costs and fiscal responsibilities transparently. o Discuss options for charging station equipment and feasibility. o Discuss scalability and replicability.

Prepare and submit a Community Engagement Report to CAM, which will include, but is not limited to:
o How stakeholder input contributed to the development of training content.

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Scope of Work Bay Area Air Quality
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o Details about which charging equipment was selected for each site. o Summary of community engagement activities conducted. o Feedback received from the community.
o Lessons learned and recommendations for future projects. o How community engagement informed the project and its execution.

Develop and submit to CAM a Community Outreach Material Report that includes but is not limited to:
o Resources to inform stakeholders of project goals, objectives, intended benefits, and opportunities to share input.
o Samples of materials disseminated.
o A survey to distribute to site residents.

Provide credit to CEC for funding the project on publicly accessible and published items, including the “funded by CEC” logo.

Products:

Community Engagement Strategy Plan.

Community Outreach Material Report.

Community Engagement Report.

Survey Data and Metrics delivered with the Quarterly Progress Reports described in Task 1.5.

TASK 3 SITE PARTNERSHIP AND TECHNICAL ASSISTANCE
The goal of this task is to formalize and finalize the locations where the EV chargers will be installed. The project team will execute agreements with site hosts, EVSE operators, and site EVSE owners, which will outline responsibilities for equipment costs, maintenance, and operation.

The Recipient shall:

Identify multi-family properties and determine which sites are invited to participate.

Connect with the site hosts or management teams.

Confirm feasibility and costs of installing EVSE at specific sites. o Electric vehicle charging infrastructure must be installed at already disturbed or paved property such as existing parking lots. Any minor trenching or directional boring that may be necessary to lay conduit from the existing or new electrical infrastructure (transformer, switchgear, etc.) to the charging equipment must take place on currently paved or disturbed ground, and the surface must be restored.

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o Solar PV systems must be installed on roofs of existing building or at existing parking lots consistent with Public Resources Code section 21080.35. Any associated equipment for the solar PV systems shall not occupy more than 500 square feet of ground surface. The site of the associated equipment must not involve plants protected by the Native Plant Protection Act, individual take permits for species protected by the federal or California Endangered Species Act, a streambed alteration permit, Section 401 or 404 Clean Water Act permits or water discharge requirements under Porter-Cologne Water Quality Control Act.

An existing parking lot means an area that is designated and used for parking of vehicles for the previous two years. The installation of the solar PV system at an existing parking lot must not involve the removal of a native tree over 25 years old or the removal of a tree required to be planted, maintained or protected pursuant to local, state, or federal requirements.

Provide technical assistance to EVs for Everyone Groups, residents, property owners, and stakeholders, guiding them through the EVSE implementation process and options.

Engage EVs for Everyone Groups, residents, property owners, and stakeholders in productive conversations to plan for EVSE implementation and determine:
o EVSE location.
o EVSE technology type, advantages and disadvantages.
o Deployments scenarios based on parking availability, electrical capacity, cost, and budget.
o EV charging payment methods.
o Operation and maintenance plans and customer support. o Solar array and battery storage plans for at least five sites.

Develop and finalize EVSE Blueprint with EVs for Everyone Groups, residents, property owners, and stakeholders.

Submit an EVSE Blueprint for each site, which will include:
o Site name/nickname.

Site host information.

Site EVSE owner information.

Site EVSE operator information.

Site lighting owner information, where necessary.

Information on the contracts executed.
o EVSE to be installed.

Description and specifications.

Quantity.

Power levels.
o Solar PV to be installed, if any.
o Safety and security measures (e.g., lighting).
o Aerial image and diagram of where EVSE will be installed specific to each site.
o Site photos.
o Site amenities.
o Explanation and confirmation of how installation of EV chargers, any solar PV systems and any associated equipment will comply with the site installation requirements above.

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Scope of Work Bay Area Air Quality
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Finalize project sites and execute agreements with all necessary parties (e.g., EVSE operator, EVSE owner, site host) for at least twelve project sites, serving at least 1,000 multi-family housing units. Write and submit a Project Site Summary showing that all necessary agreements have been executed.

Products:

EVSE Blueprint for each site.

Project Site Summary
[CPR WILL BE HELD IN THIS TASK. See Task 1.2 for details] TASK 4 VENDOR SELECTION AND EQUIPMENT PROCUREMENT
The goal of this task is to search for vendors to determine the best option(s) for purchasing EVSE across all selected sites and execute agreements with chosen vendors.

The Recipient shall:

Develop a project plan and timeline for vendor selection.

Determine appropriate vendor(s) to select for various project sites – vendors and equipment may vary between sites.

Review equipment specifications.

Review prices.

Discuss timeline for equipment delivery.

Discuss rates and subsidized rates, if applicable.

Discuss pricing structures and payment plans.

Discuss charger uptime and maintenance, and customer support.

Review warranty plans.

Execute all necessary agreements with selected vendor(s).

Send an Email Notification to CAM when a vendor is accepted for each site.

Place orders for EVSE and solar PV systems, and coordinate with installers.

Write and submit an Equipment Procurement Summary with timelines, vendor information, and executed agreements with EVSE vendors.

Products:

Equipment Procurement Summary.

Email Notification to CAM for when vendor is accepted for each site. TASK 5 ENGINEERING, CONSTRUCTION, AND INSTALLATION The goal of this task is to design, engineer, permit, and install EVSE and solar PV systems at selected sites.

The Recipient shall:

Design and install EV charging infrastructure, adequate lighting, and solar PV systems (solar for at least five sites), providing full-service engineering, procurement, and construction.

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o Gather necessary permits.
o Complete drawings and designs for each project site.

Ensure compliance with all relevant local, state, and federal electrical and building codes.

Install and commission at least 80 single-port Level 1 chargers, at least 62 dual-port Level 2 chargers, and at least six DC fast chargers across at least twelve project sites, serving at least 1,000 multi-family housing units.

Prepare and submit EVSE Implementation Summary to CAM which will include, but is not limited to:
o Projected implementation timeline.
o Summary of construction plans.

Prepare and submit an AB 841 Certification that certifies the project has complied with all AB 841 (2020) requirements specified in the Agreement Terms and Conditions or describes why the AB 841 requirements do not apply to the project.

The certification shall be signed by Recipient’s authorized representative.

Prepare and submit EVITP Certification Numbers of each Electric Vehicle Infrastructure Training Program certified electrician that installed electric vehicle charging infrastructure or equipment. EVITP Certification Numbers are not required to be submitted if AB 841 requirements do not apply to the project.

Prepare and submit an EVSE Installation Report to CAM, which will include, but is not limited to:
o Actual implementation timeline.
o Finalized construction plans and drawings.
o Equipment specifications.
o Photos of equipment.
o Challenges faced and lessons learned.

E-mail the CAM a Site Activation List within 30 days of commissioning to provide information regarding:
o Date that the charging stations were commissioned.
o Photos of stations.
o Confirmation from the Alternative Fuels Data Center that all public charging station data were submitted.

Products:

EVSE Implementation Summary.

AB 841 Certification.

EVITP Certification Numbers.

EVSE Installation Report.

Site Activation List.
[CPR WILL BE HELD IN THIS TASK. See Task 1.2 for details] TASK 6 OPERATIONS AND MAINTENANCE
The goal of this task is to place the installed charging stations into service and ensure that the chargers installed in the project are operational at least 97 percent of a charging site’s standard DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
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hours of operation for five years after commissioning.

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Scope of Work Bay Area Air Quality
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Task 6.1 Operations & Maintenance
The Recipient shall:

Operate the installed charging stations during the term of this agreement.

Ensure that the chargers installed in the project are operational at least 97 percent of a charging site’s standard hours of operation for five years after commissioning.

Without limitation to other rights and remedies which the CEC may have, including but not limited to survival provisions specified in the Terms and Conditions of this agreement, this requirement to ensure operationality for five years after commissioning shall survive the completion or termination date of this agreement. In addition to other requirements in the Terms and Conditions of this agreement, all CEC-reimbursable expenditures must be incurred within the agreement term.

Perform regular preventive maintenance, including visual inspection, performance testing, functional validation, and reporting.

Monitor network performance.

Dispatch maintenance technicians in a timely manner and address malfunctions and repairs within 48 hours of initial notice.

Provide charging station users with 24/7 call center service that will assist users with any technical issues encountered at the stations.

Prepare a Stations Operations Report for each project site sent quarterly to the CAM after station commissioning through the term of this agreement. The report will include a summary of uptime measures, calculation of uptime, and number of dispatch events needed during the quarter.

Develop EVSE Operation & Maintenance Plan for each site, which will include the costs and plans for the first five years after commissioning, as well as resources to plan for continued long-term use.

Identify and contract a third-party vendor to maintain the chargers and to troubleshoot errors.

Work with property management/staff to create a long-term operational and maintenance plan to ensure charger uptime and reliability.

Create a schedule for routine functionality tests.

Products:

EVSE Operation & Maintenance Plan.

Stations Operations Report delivered with the Quarterly Progress Reports described in Task 1.5.

Task 6.2 Recordkeeping and Reporting
The Recipient shall:

Keep and maintain a record of the standard hours of operation for each site, including any changes over the operational period.

Keep and maintain detailed records of maintenance and repairs. Records shall include:
o Whether the maintenance was scheduled preventive maintenance or response to an identified issue.

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o Date and time the need for corrective maintenance was reported, if applicable.
o Date and time maintenance began.
o Date and time maintenance was completed.
o Narrative describing nature of maintenance required.
o Any component failures / replacements.

Keep and maintain a record of the operative status of each connector from the time the equipment is commissioned until the end of the operational period defined by this agreement.
o The record shall include any time the Recipient knows or is notified that a connector is incapable of delivering a charge, for example by observation, by receipt of a service call, by notice of power outage or telecommunications outage, or other means.
o For any networked chargers, Recipient shall record the time and the operative status of each connector every 15 minutes.

For example, a central system using OCPP 1.6 could send TriggerMessage.req, ‘requestedMessage’ = ‘StatusNotification’ and record both the TriggerMessage.conf and
StatusNotification.req sent by the charge point in response. o Excluded downtime shall be recorded, including any supporting documentation from an independent party, e.g., notice from an electric utility of a power outage or police report of vandalism. The record shall include an explanation of the cause of the downtime, why it should be considered excluded downtime, and the efforts made to minimize the downtime.

Make these records available, in a standard electronic format of the CEC’s choosing, to the CEC within 10 business days of a written request by the CAM.

Without limitation to other rights and remedies which the CEC may have, including but not limited to survival provisions specified in the Terms and Conditions of this agreement, the requirements for recordkeeping and reporting under this Task shall remain in effect for five years after commissioning and shall survive the completion or termination date of this agreement. In addition to other requirements in the Terms and Conditions of this agreement, all CEC-reimbursable expenditures must be incurred within the agreement term.

The requirements for recordkeeping and reporting under this Task are in addition to requirements specified in this Agreement’s Terms and Conditions, section

18.b, Retention of Records, and any other applicable Terms and Conditions.

Products:

Record of standard hours of operation.

Record of the operative status of each connector.

Records of maintenance and repairs.

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Task 6.3 Definitions
The Recipient shall:
a) Central System: The central system that communicates with one or more chargers, for example, to authorize users, monitor charger status, and/or collect, transmit, record, and manage other information.
b) Connector: A connector is what is plugged into a vehicle to charge it. c) Charging Site: A physical location with one or more chargers. d) Charger: A device that safely supplies electrical power to an electric vehicle through connectors. Where a device has multiple connectors or can serve multiple parking spaces, the number of chargers is equal to the number of vehicles that can be simultaneously charged.
e) Downtime: Any period of time within the standard hours of operation in which a charger is not operational.

For networked chargers, a period in which the charge point’s response to the central system’s request for notification of operative status indicates that the connector or charge point is in an inoperative state is downtime.

For example, in OCPP 1.6 intervals when StatusNotification.req protocol data unit Status Field = ‘Unavailable’ or ‘Faulted’ OR errorCode Field = ‘ConnectorLockFailure’, ‘GroundFailure’, ‘HighTemperature’, ‘InternalError’, ‘OverCurrentFailure’, ‘OverVoltage’, ‘PowerMeterFailure’, ‘PowerSwitchFailure’, ‘ReaderFailure’, ‘ResetFailure’, or ‘UnderVoltage’ are “downtime.” f) Excluded downtime: A period of downtime, within the standard hours of operation, caused by any of the following:

Electric Grid Power Loss: Power supplied by the electric utility for a site is not supplied at levels required to for minimum function of chargers / station. This may include, but is not limited to, service outages due to utility equipment malfunction or public safety power shut-offs.

Accident, Vandalism or Theft: Physical damage to the charger for events such as vehicle collision with a charger, theft of charging cables, damage to connectors from mishandling, and damage to screens. Excluded downtime is limited to a maximum of 5 days for each event.

Telecommunication Network Outages: Loss of communication between a charger and a central system due to cellular or internet service provider system outages that are beyond the control of the Recipient.

Planned Outage for Maintenance or Upgrade: Any planned maintenance indicated in the funding Recipient’s Operations and Maintenance Plan, submitted with application for funding, or an updated Plan approved by the CAM in advance of the planned outage.

Extraordinary Events: Unforeseeable events that would have been impossible to plan for using commercially reasonable methods.
g) Operational: A charging port is considered operational when its hardware and software are both online and available for use, or in use, and the charging port successfully dispenses electricity as expected.
h) Uptime: Uptime is calculated as:

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Uptime = – 100%
Task 7 DATA COLLECTION AND ANALYSIS
The goal of this task is to collect operational data from the project, to analyze that data for economic and environmental impacts, and to include the data and analysis in quarterly progress reports
The Recipient shall:

For all electric vehicle chargers and charging stations installed on or after January 1, 2024:
o Comply with recordkeeping and reporting standards as described in CEC’s regulations. These requirements are not applicable to those electric vehicle chargers and charging stations installed at residential real property containing four or fewer dwelling units.
o Comply with all industry best practices and charger technology capabilities that are demonstrated to increase reliability, as described in CEC’s regulations. o Without limitation to other requirements in this grant agreement, Recipient shall comply with any other regulatory requirements, including but not limited to uptime requirements and operation and maintenance requirements. Such regulatory requirements may, but will not necessarily, be enacted after execution of this grant agreement. Once regulations are final, they will apply to work under this grant agreement irrespective of when finalized. Any updates to regulations may also be applicable to work under this grant agreement.
o If the Recipient is an electric vehicle service provider or other third-party entity that is not the site host, the electric vehicle service provider or third-party entity shall provide a disclosure to the site host about the site host’s right to designate the service provider or third-party as the entity to report the data on behalf of the site host. The Recipient shall verify receipt by signing the disclosure.

Develop data collection plan for deployed charging equipment.

Troubleshoot any issues identified.

Collect and provide the following data:
o Number, type, date, and location of chargers installed. o Nameplate capacity of the installed equipment, in kW for chargers. o Number and type of outlets per charger.
o Location type, such as street, parking lot, hotel, restaurant, or multi-unit housing.
o Total cost per charger, the subsidy from the CEC per charger, federal subsidy per charger, utility subsidy per charger, and privately funded share per charger.
o EV adoption of residents in the MFH served by the project (before project begins until end of project).
o Success rate of property recruitment.
o Number of MFH units served by project.

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o Number of MFH units in disadvantaged or low-income communities. o Number of affordable housing units.

Collect and provide 12 months of throughput, usage, and operations data from the project including, but not limited to:
o Number of charging sessions
o Average charger downtime
o Peak power delivered (kW)
o Duration of active charging, hourly
o Duration of charging session, hourly (e.g., vehicle parked but not actively charging)
o Average session duration
o Energy delivered (kWh)
o Average kWh dispensed
o Types of vehicles using the charging equipment
o Applicable price for charging, including but not limited to: electric utility tariff, electric vehicle service provider (EVSP) service contract, or public charger price.
o Payment method for public charging
o Energy delivered back to grid or facility if a bidirectional charging use case (kWh)
o Normal operating hours, uptime, downtime, and explanations of variations o Gallons of gasoline and/or diesel fuel displaced (with associated mileage information)
o Expected air emissions reduction, for example:
o Non-methane hydrocarbons
o Oxides of nitrogen
o Particulate Matter
o Formaldehyde
Identify any current and planned use of renewable energy.

Describe any energy efficiency measures used that may exceed Title 24 standards in Part 6 of the California Code of Regulations.

Provide data on potential job creation, economic development, and increased state revenue as a result of the project and any expected future expansion.

Provide a quantified estimate of the project’s carbon intensity values for life-cycle greenhouse gas emissions.

Compare any project performance and expectations provided in the proposal to CEC with actual project performance and accomplishments.

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Submit the data described above electronically in a quarterly progress report throughout the duration of the agreement.

Collect data, information, and analysis described above Products:

Data on charger installations and charging events will be submitted electronically with the Quarterly Progress Reports described in Task 1.5.

Data collection information and analysis
TASK 8 PROJECT FACT SHEET
The goal of this task is to develop an initial and final project fact sheet that describes the CEC-funded project and the benefits resulting from the project for the public and key decision Prepare an Initial Project Fact Sheet at start of the project that describes the project Prepare a Final Project Fact Sheet at the project’s conclusion that describes the project, the actual benefits resulting from the project, and lessons learned from implementing
Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photogra
Initial Project Fact Sheet.

Final Project Fact Sheet.

High Quality Digital Photographs.

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and the expected benefits. Use the format provided by the CAM . the project. Use the format provided by the CAM .
phs.

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Attachment 04
Exhibit A-1
Schedule of Products and Due Dates
Tnlr Tnlr Product(•) Number: Name

1.1 Attend Kick-off Meeting
Updated Schedule of Products
Updated List of Match Funds
Updated List of Permits
Written Statement of Match Share Activities
Kick-Off Meeting Agenda (CEC)

1.2 Critical Project Review Meetings
CPR Report CPR CPR Meeting Agenda (CEC) Meeting Schedule for written determination (CEC) Written determination (CEC)

1.2 Critical Project Review Meetings
2nd CPR Report CPR CPR Meeting Agenda (CEC) Meeting Schedule for written determination (CEC) Written determination (CEC)

1.3 Final Meeting
Written documentation of meeting agreements
Schedule for completing closeout activities

1.4 Monthly Calls
Email to CAM concurring with call summary notes

1.5 Quarterly Progress Reports
Quarterlv Proaress Reports

1.6 Final Report
Final Outline of the Final Report
Draft Final Report (no less than 60 days before the end term of the agreement)
Final Report

1.7 Identify and Obtain Match Funds
A letter regarding match funds or stating that no match funds are provided
Copy(ies) of each match fund commitment letter(s) (if applicable) Letter(s) for new match funds (if applicable)
Letter that match funds were reduced (if applicable)

1.8 Identify and Obtain Required Permits
May 2023 1 of 2
DueDafa
One month after the project start date
10/1/2023
10/1/2023
10/1/2023
One month after the proiect start date
6/13/2024
6/13/2024
7/11/2024
7/25/2024
12/20/2024
12/20/2024
1/15/2025
2/3/2025
2/3/2026
2/3/2026
Within 5 days of receipt
10th day of each January, April, Julv, and October
11/14/2025
12/15/2025
1/15/2026
10/1/2023
10/1/2023
Within 10 days of identifying new funds
Within 1 O days of identifyina reduced funds
ZVl-22-024
Bay Area Air
Quality Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Attachment 04
Exhibit A-1
Schedule of Products and Due Dates
Tnlr Tnlr Product(•) Number: Name
Letter documenting the permits or stating that no permits are required
A copy of each approved permit (if applicable)
Updated list of permits as they change during the term of the Agreement (if applicable)
Updated schedule for acquiring permits as changes occur during the term of the Agreement (if applicable)
A copy of each final approved permit (if applicable)

1.9 Obtain and Execute Subawards
Letter describing the subawards needed, or stating that no subawards are required
Draft subcontracts (if requested)
Final subcontracts (if requested)
2 OUTREACH AND COMMUNITY ENGAGEMENT
Community Engagement Strategy Plan
Community Outreach Materials Report
Community Enqaqement Report
Survey Data and Metrics
3 SITE PARTNERSHIP AND TECHNICAL ASSISTANCE
EVSE Blueprint for each site
Project Site Summary
4 VENDOR SELECTION AND EQUIPMENT PROCUREMENT
Equipment Procurement Summary
Email notification to CAM when vendor is accepted for each site 5 ENGINEERING, CONSTRUCTION, AND INSTALLATION
EVSE Implementation Summary
EVSE Installation Report
AB 841 Certification
EVITP Certification Numbers
Site Activation List
6 OPERATIONS AND MAINTENANCE

6.1 OPERATIONS & MAINTENANCE
EVSE Operations and Maintenance Plan
Stations Operations Report

6.2 Recordkeeping and Reporting
Record of standard hours of operation.

Record of the operative status of each connector.

Record of maintenance and repairs.

May 2023 2 of 2
DueDafa
10/1/2023
Within 10 days of receivinq each permit
Within 10 days of change in list of permits
Within 10 days of change in schedule for obtaining permits Within 1 O days of receiving each permit
12/1/2023
15 days prior to the scheduled execution date
Within 1 O days of execution
11/1/2023
12/15/2023
12/15/2023
10th day of each January, April, July, and October
3/15/2024
10/31/2024
10/31/2024
Within 1 O days of accepting vendor, will vary for each site 12/20/2024
12/20/2024
12/20/2024
12/20/2024
Within 30 days of site activation, will vary for each site 1/2/2025
10th day of each January, April, July, and October
Within 1 O business days of CEC request
Within 10 business days of CEC request
Within 1 O business days of CEC request
ZVl-22-024
Bay Area Air
Quality Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 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%).
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). • 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 Travel - Receipts are required only for: Lodging, Airfare, Rental car (including gasoline expenses), Bus/train. 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 1 00k 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.

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 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. 0 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.
0 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 "TEMPLA TE 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 A 1 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:
htti;1s://www.energy.ca.gov/funding-oi;1i;1ortunities/funding-resources/ecams-resources

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Agreement Number
Name of Organization
Cost Category
Direct Labor
Fringe Benefits
Total Labor
Travel
Equipment
Materials/Miscellaneous
SubrecipientsNendors
Total Other Direct Costs
Indirect Costs
Profit
(not allowed for grant recipients)
Total Indirect and Profit
Grand Totals
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
January 2023
Category Budget
ZVl-22-024
Bay Area Air Quality Management District
Recipient
None
CEC Share
$ 53,746 $
$ 37,622 $
$ 91,368 $
$ 975 $
$ - $
$ - $
$ 2,856,547 $
$ 2,857,522 $
$ 45,684 $
$ - $
$ 45,684 $
$ 2,994,574 $
$ -

Match Share Total
81,778 $ 135,524
57,245 $ 94,867
139,023 $ 230,391
- $ 975
- $ -
20,573 $ 20,573
844,664 $ 3,701,211
865,237 $ 3,722,759
69,511 $ 115,195
- $ -
69,511 $ 115,195
1,073,771 $ 4,068,345
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Direct Labor (Unloaded)
ZVl-22-024: Bay Area Air Quality Management District
CEC Match
Share Share
I Grand Totals $ 53,746 $ 81,778 $
January 2023 Page 4 of 15
Total
135,524
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Fringe Benefits
ZVl-22-024: Bay Area Air Quality Management District
CEC Match
Share Share
I Grand Totals $ 37,622 $ 57,245 $
January 2023 Page 5 of 15
Total
94,867
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Travel
ZVl-22-024: Bay Area Air Quality Management District
CEC Match
Share Share
I Grand Totals $ 975 $ - $
January 2023 Page 6 of 15
Total
975
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/0D/YYYY

AGREEMENT BUDGET
Equipment
ZVl-22-024: Bay Area Air Quality Management District
Total: Line Item
Reference ID Task# Seller of item(s) Description Purpose # of Units Unit Cost # of Units x CEC Match Total Revised Since Revision Notes Share Share Last Approved Unit Cost Budget? 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
Grand Totals $ - $ - $ -
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.

January 2023 Page 7 of 15
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Materials & Miscellaneous
ZVl-22-024: Bay Area Air Quality Management District
CEC Match
Share Share
I Grand Totals $ - $ 20,573 $
January 2023 Page 8 of 15
Total
20,573
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021
Subrecipient Reference ID Task# (Please Use Legal Name) S-1 1 - 8 GRID Alternatives Bay Area
S-2 1 - 7 Marin Clean Energy
January 2023

AGREEMENT BUDGET
Subrecipients & Vendors
ZVl-22-024: Bay Area Air Quality Management District
Subrecipients
Enitity Number CA Business
(CA Secretary of Purpose Certifications DVBE/
State) SB/MB/None
Technical assistance,
engineering,
100-3634-1, 4182427 procurement, None construction, outreach, workforce development,
community engagement
File #2092 Technical assistance, None outreach and education Subrecipient Totals

$ $ $
CEC Match
Share Share
2,477,346 $ 637,632
379,201 $ 207,032
2,856,547 $ 844,664
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Vendors
Vendor Enitity Number CA Business CEC Match Reference ID Task# (Please Use Legal Name) (CA Secretary of Purpose Certifications DVBE/ Share Share State) SB/MB/None V-1 None $ - $ -V-2 None $ - $ -
Vendor Totals $ - $ -
Subrecipients & Vendors Grand Totals
CEC Match
Share Share
Grand Totals $ 2,856,547 $ 844,664
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 01 January 2023 Page 10 of 15
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 $ $ $
January 2023
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Line Item
Total Revised Since Last Approved Revision Notes
Budget?
3,114,978 Select Yes or No
586,233 Select Yes or No
3,701,211

ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Line Item
Total Revised Since Last Approved
Budget?
$ - Select Yes or No $ - Select Yes or No $ -
Total
$ 3,701,211
·der to highlight the change.

January 2023 Page 12 of 15
Revision Notes
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Indirect Costs and Profit
ZVl-22-024: Bay Area Air Quality Management District
I Select an Indirect Cost Rate Option
Indirect Cost(s)
CEC Match
Share Share
Indirect Costs Grand Totals $ 45,684 $ 69,511 $
I Profit
CEC Match
Share Share
I Profit Grand Totals $ - $ - $
January 2023 Page 13 of 15
1 Total
115,195
Total
-
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112

MREENENT BUDGET
Budget Updates ,tter Agreement Execution
ZVl-22-02': Bay Area Air Quality Mamigement District
/lJlvalues,houldberoundtldlothedollarJ!!l
a •1 .... Approved Budgttcategorin
(Aprn,wd "'o" (Revised (Aprn,wd (Revised I TO
BuagetTotals) BuagetTotals) =•n
"'o" I TO
BuagetTotals) BuagetTotals) .:.!!
January 2023
Profit(notalb\Mldlrx~en/lS I~
TObl
Profit(notalb\Mldfrx~.ml S
TObl
Profit(notalb\Mldfrx~entlS '"
19~623
23,827
t
I
-rr'""-1; -I ! :1 : :t=2 ffl. s s
s
-
rf----------; =

llri.t'Descrlpllonotalttl
JustfflcadonforCl!a11• :.:':!
Clllqorln
c,m,,.,w CECTot.111 1 •• •" buclgltbffn
(loillrwet apptovedloy
.tterDD th10.puty
review) Dlredot
(OO)r"
SelectYesor
No
SelectYesor
No
SelectYesor
No
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 January 2023
JIAp=-wd
AIIVIW&l1houldberoondedlothedollar.!'!Q
lkld9.Ceategories
(~ {Revised Mo','lng {~ {Revised Mo','lng
AfflDllntof
,... I ,o I CECFunlls
Budg&tTola/s) Budg&tTola/s) 8etwun
AfflDllfflof
,... I ,o I MatchFuncls
Budg&tTola/s)Budg&tTola/s)~
C!!!@oriH
Profft/notallowed1crr,antls
l,ec1o1en~
Prunt/nota/lowedrorr,antls "'
C!!!@odH
• .--------=
ffl . • • •
. -
§i;f·=~+--"" ~·~t-·~· 1· ·1 ·!·r""") = - -= -1 -• • -: - -1 : - -. ! • -- Pro111/not111o-11arr,a1>1ls "'
Pront/nota/lowedrorr,a1>1ls -~ Pront/not1/lo-1rorr,,,n11s l,eclolen~
Pront/nota/lo-1rorr,,,n11s "'
:+}--------: :+}--------:
.,.
m . ••
. -
rf----------; :
¼--------=
. I! I l~II :
+--------=- .--------=
- 1I
: I l~II :
rf----------; r,------=
I "I g;_~-•il 1 1· -1 1 • • $ : I • I • $ :
.. 1=--=~--..... :L_I = S
Worksheet Specific Instructions Rounding: AJ/bud{let11ah.w1houldberoundlldlolhedollar(S1). Roundmgol1oy'IMIN1houldbep,,rlf;rmedwit,g1tandardroonditlgpractice, BrittDnc:rlpdonofand
J11s1fflcallonfotCha,9e Mo\'lfll
..........
-
c,m,,..w l Hu~I• Cl!CTotal blldfetbeen
(lti/lre,el IIIIPfOvedby
11flerDD theDepllt)'
'91/Mw) Dlrltdof
(DO)?""
""Ret..iln9Deput)/DlrectorApproval: Thet:umu/aM,ebta/i.i//rau laulomalicallylffl9JINpaue,SJOOK;orlhebudgelhNb99nafJl}rOV9dbylheDeputyDh dorforanyothtlrru.son/i.sredlntheQl)a,xpMtoGranh<:LeWl/of Appra,,alandNotifitarionCharT
CONDfl10HA1.P'ORMATIINQAPPU!D: ,tt1aamotmloflllndlng(Cl!Cor.uatchShanlft6HbJmovfngbefwHncm.fOMallpMldw,dNlconespan,.,,,Catego,yaudgetn/lwllltumi,,wenwlthcondltloMI fotmffllr,g(dmfr,rffnl'Uf,/ltJhltlfffllfl/0,
COHPOJ9HN-FOAM.fJDNGAPPUEtl• lfdNM10U111olfundltsg(CECorMarcllSJw.f'l.rnds)~klwff1tuugorlail,..._tm,IMeotrffP_.,.c..r.go,y4u«.«e_,wlll...,,ndwfdteondldoMI tlll1rldfng(darllted1UT,Rghlndllll).
----, ....................................
-
.......................
-
.. _- - ..... _______ ___. ....... __.._,...._.,. ....__ ____ ............... ... _,... __. ... .....,, __ ......., ................. ___ ...,_....., ,_~~ ... ~· __ ................... ......,_ .......... -~ ----, ....................................
-
........................ .. ----- I ................. ............ - ......... -- ....................................
-
.......... ..... ___. ....... ....__
...............
--
__. ... .....,, ................. '!"'iiiiiiii!iiiiil!i•-----·--..... ---......... ---...... ---. ... .....................
~·------~-
..........

G9NP!Il9NN,f98MATJlt9APPYiQ• lfdN "Toll/AmcN1111olCECFunds ...,....S.IWffn~•q.,.._,lhMor~n>l1$0,000,.wli...dmtor..-,iol300,000,fMeflltlll,_.fllffl""°wwfdt eondldoM/fomunfnO, 1Nllndleatuan__,,,.n, i.n~wfdtaNglMrwnlolappn,val. Conlacl )'Dlll'CAMto,monhUrucflon•.

C0NDITIONALrPftllAIIlt9"'"'m•,1M"TOllfAfflM&lllo/Cl!Cl'llltda.--.---e.....,,,_·i.,,,_._...,....,.._,,,...,,_._,...,.eOldllonai',_,_.,..1NI..._., -"-"'i.-,ul,MwfdlM__,""1#,«wnfo/¥PfW&C_,.,CAMtw-~.

ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 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%).
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). • 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 Travel - Receipts are required only for: Lodging, Airfare, Rental car (including gasoline expenses), Bus/train. 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 1 00k 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.

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 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. 0 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.
0 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 "TEMPLA TE 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 A 1 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:
htti;1s://www.energy.ca.gov/funding-oi;1i;1ortunities/funding-resources/ecams-resources

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Agreement Number
Name of Organization
Cost Category
Direct Labor
Fringe Benefits
Total Labor
Travel
Equipment
Materials/Miscellaneous
SubrecipientsNendors
Total Other Direct Costs
Indirect Costs
Profit
(not allowed for grant recipients)
Total Indirect and Profit
Grand Totals
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
January 2023
Category Budget
ZVl-22-024
GRID Alternatives Bay Area
Subrecipient
None
CEC Share
$ 1,034,959 $
$ 273,229 $
$ 1,308,188 $
$ 4,471 $
$ 792,928 $
$ 60,940 $
$ 180,000 $
$ 1,038,339 $
$ 130,819 $
$ - $
$ 130,819 $
$ 2,477,346 $
$ -

Match Share Total
- $ 1,034,959
- $ 273,229
- $ 1,308,188
- $ 4,471
603,072 $ 1,396,000
34,560 $ 95,500
- $ 180,000
637,632 $ 1,675,971
- $ 130,819
- $ -
- $ 130,819
637,632 $ 3,114,978
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY I
January 2023

AGREEMENT BUDGET
Direct Labor (Unloaded)
ZVl-22-024: GRID Alternatives Bay Area
CEC Match
Share Share
Grand Totals $ 1,034,959

$
Total
1,034,959
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Fringe Benefits
ZVl-22-024: GRID Alternatives Bay Area
CEC Match
Share Share
I Grand Totals $ 273,229 $
January 2023 Page 5 of 14
- $
Total
273,229
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Travel
ZVl-22-024: GRID Alternatives Bay Area
CEC Match
Share Share
I Grand Totals $ 4,471 $
January 2023 Page 6 of 14
- $
Total
4,471
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021

AGREEMENT-BODGET
Equipment
ZVl-22-024: GRID Alternatives Bay Area
Total:

Reference ID Task# Seller of item(s) Description Purpose #of Units Unit Cost #of Units x CEC Match Share Share Unit Cost E-1 5 TBD DC Fast Chargers DC Fast Chargers for offsite MFH charging 6.00 $40,000.00 $ 240,000 $ 136,320 $ 103,680 E-2 5 TBD Level 2 Chargers Level 2 Chargers for MFH charging 62.00 $8,000.00 $ 496,000 $ 281 ,728 $ 214,272 E-3 5 TBD
Solar equipment and battery Solar equipment (estimated 2.83 kW of solar per 11.00 $ 660,000 $ 374,880 $ 285,120 storage charger) and battery storage to support EVSE $60,000.00 Grand Totals $ 792,928 $ 603,072
Worksheet Specific Instructions
CONDITIONAL FORMATTING APPLIED: ff the "Line Item Revised Since Last Approved Budget?" column is changed to Yes, the text in the entire row will tum red in order to highlight the change.

January 2023 Page 7 of 14
$ $ $ $
Date of Last Approved Agreement Budget Modification: MM/0O/YYYY Total
240,000
496,000
660,000
1,396,000
Line Item
Revised Since Revision Notes Last Approved
Budget?
Select Yes or
No
Select Yes or
No
Select Yes or
No
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Materials & Miscellaneous
ZVl-22-024: GRID Alternatives Bay Area
CEC Match
Share Share
I Grand Totals $ 60,940 $ 34,560
January 2023 Page 8 of 14
$
Total
95,500
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021
Subrecipient
Reference ID Task# (Please Use Legal
Name)
Site #1 - Community
S-1 2 Group Outreach
Education
Site #2 - Community
5-2 2 Group Outreach
Education
Site #3 - Community
5-3 2 Group Outreach
Education
Site #4 - Community
S-4 2 Group Outreach
Education
Site #5 - Community
5-5 2 Group Outreach
Education
Site #6 - Community
S-6 2 Group Outreach
Education
Site #7 - Community
5-7 2 Group Outreach
Education
Site #8 - Community
S-8 2 Group Outreach
Education
Site #9 - Community
5-9 2 Group Outreach
Education
Site #1 O - Community
S-10 2 Group Outreach
Education
Site #11 - Community
S-11 2 Group Outreach
Education
January 2023
Enitity Number
(CA Secretary of State)

AGREEMENT BUDGET
Subrecipients & Vendors
ZVl-22-024: GRID Alternatives Bay Area
Subrecipients
CA Business
Purpose Certifications DVBE/
SB/MB/None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None
Community engagement, education, and
outreach efforts for EVSE implementation None

CEC Match
Share Share
$ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ $ 15,000 $ - $ Date of Last Approved Agreement Budget Modification: MMIDD/YYYY Total
15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 15,000 Line Item
Revised Since
Last Approved Revision Notes
Budget?
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 S-12
Site #12 - Community Community engagement, education, and 2 Group Outreach Education outreach efforts for EVSE implementation None Subrecipient Totals
January 2023 Page 10 of 14
$ 15,000 $ -
$ 180,000 $ -
$ 15,000 $ 180,000
Select Yes or
No
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Vendors
Vendor CA Business Line Item
Reference ID Task# (Please Use Legal Enitity Number Purpose Certifications DVBE/ CEC Match Total Revised Since Revision Notes Name) (CA Secretary of State) SB/MB/None Share Share Last Approved Budget? 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
Vendor Totals $ - $ - $ -
Subrecipients & Vendors Grand Totals
CEC Match Total Share Share
Grand Totals $ 180,000 $ - $ 180,000
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.

January 2023 Page 11 of 14
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Indirect Costs and Profit
ZVl-22-024: GRID Alternatives Bay Area
Select an Indirect Cost Rate Option
Indirect Cost(s)
CEC Match
Share Share
Indirect Costs Grand Totals $ 130,819 $
I Profit
CEC Match
Share Share
I Profit Grand Totals $ - $
January 2023 Page 12 of 14
- $
- $
Total
130,819
Total
-
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112

MREENENT BUDGET
Budget Updates ,tter Agreement Execution
2""'"22-02': ORIO Altermitivu Bay Area
/lJlvalues,houldberoundtldlothedollarJ!!l
a •1 .... Approved Budgttcategorin
(Aprn,wd "'o" (Revised (Aprn,wd (Revised I TO
BuagetTotals) BuagetTotals) =•n
"'o" I TO
BuagetTotals) BuagetTotals) .:.!!
January 2023
Profit(notalb\Mldlrx~en/lS
lrttcinian.f!.

Profit(notalb\Mldfrx~.ml S
TObl
Profit(notalb\Mldfrx~entlS '"
E
t
- 1I
m . ••
-
-rr'""-1; -I! :1: :t=2
ffl . • • •
-
rf----------; =

llri.t'Descrlpllonotalttl
JustfflcadonforCl!a11• :.:':!
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c,m,,.,w CECTot.111 1 •• •" buclgltbffn
(loillrwet apptovedloy
.tterDD th10.puty
review) Dlredot
(OO)r"
SelectYesor
No
SelectYesor
No
SelectYesor
No
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 January 2023
AllvaSunahouldberoond«i!OlhllrJolJar($1)
FftOM TO
(Aw<-d (Revi,ed
8/Jdgf,tTcb/3) 8/Jdgf,tTcb/3)
Profit(not , 11o"""1~,,-em s
......,_._,,,
. . •
Amoulltot
Cl!CP'llnds
=•n
C
FftOM TO
(Ap/;ro¥ed (Revi,ed
Amoulltot
MatchP'11ncts
8/Jdgf,tTcb/3) 8/Jdgf,tTcb/3) :::'.:

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Worksheet Spectflc Instructions Roundln9: AJJbudp&IVIIJu,n1flouldbefOUl'dedlolhedol/ar(JfJ. R.oundingrJlany\'aluesJhouldbeperfotmedw/ngrnmdardroundingprection. lkt.rDncrlptlonotand
Jus1ffic911onf<lfCl!a11• .:::.

C.0.,,,,ln
C11m11latlw b.!!:tth.!.n
CECTot:al IIPfN'Owdby
(willre-tllt tlleO.puty
eflw_OO DIJKtof
,_...., (00)?""
Salec:tY.,.or
No
Salec:tY.,.or
No
Salec:tY.,.or
No
Salec:tY.,.or
No
Salec:tYesor
No
Salec:tY .. or
No
Salec:IY .. or
No
""Raci..ilng Deprty Dlrfflllr Appro""": The~ 1.ct9I willrwet ,~Hy '"1ien itP9uei 1300K or thet,,Jd,Jet ~• '-ti r,pproved bythe()epr;tyDndl:r ll/lYotherfSIIIM/1 N.ied in the Cfwe! Ip t;aatJ· / pt!(d Appwal Ind Nofi!i9'(ioa C/lar1
COHPOJOHAlFOBMATT1N9APPUEt)• lflJMamountot,._,,,,,,(CfCor""1teh~tu,,,h)mon,vktwffltc.....,,_,lspmitw.,thacD1T•~C--.,,,.8W{lflnllwlRfMm1Jfftffl'l'flhcondldonlll fotmfflltlg(datAp,HnfUf,/lglllfll'Htltllf.

COHDfflOKAL.P'ORMATTINCJAPPU!D: lftlNamountoffllndlng(CgorMattllS/NnftJnfh}-,,,.NfWffncafffOtlnls'"f8IIW,IJMCOl'tff/l~Cat-,o,y&nlf«Nllw111tumtHlwldtcondltlonal famMttfr,g(d9d;,-,/lwxt,llflhttHlfllO.
... ===----==-=c.::.~---===--=--~==--===,.-""'!'_,,_ __ ............. ....-..--.-. ... ~,_ ................................ ___.. ..... ~............ ,==--=--------"· _ ......... -------.....-...---._._ ....... _ __... ................... .. _, ..... ,. ... ........, ...... ._._,_ _____ ~----"W--- --
............... __. .. .......,,.,.. ........... .................... _ ..... __ ................. --.. -- CONDfTIONAL FORMATTING ...
------··-----
APPUEO: lflfN "ToU/Amounf ofCEC Funds~S.IWffn~" ...... ls grNIW -~--
llun or~ tol150,000, ""''"• tMnor_.,.,to IJ00.000, ~cfllnllwflltum ,-llowwftlt «>ndllloNd~ TJrls/ndkftQanamendrrPenl ls reffllkedwldr•hl(lhe,lnelofopp,,wol.Contm:,o..-CAMfOl'mon~•.

CONDll10NAl...'9ftMAJJINC!tt',lm,,lfN"Tolaf,.__o/Cl!C,._,..,........,._,e.i.s,o,tn•1s,,.-,"-SJM.w.lfll'tt11lll•r..n__,,.wfrftc..,...._.,~TNs..,._.,, _...,.ls ,-,ulrfflfflflM_,,,.,,.,lnelolopp,fTNI.C-:,o..-CAMfw-llllfluedona.

ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 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%).
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). • 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 Travel - Receipts are required only for: Lodging, Airfare, Rental car (including gasoline expenses), Bus/train. 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 1 00k 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.

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 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. 0 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.
0 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 "TEMPLA TE 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 A 1 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:
htti;1s://www.energy.ca.gov/funding-oi;1i;1ortunities/funding-resources/ecams-resources

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Category Budget
Agreement Number
Name of Organization
Subrecipient
None
Cost Category CEC Share
Direct Labor $ 46,774
Fringe Benefits $ -
Total Labor $ 46,774
Travel $ -
Equipment $ -
Materials/Miscellaneous $ 20,750
SubrecipientsNendors $ 307,000
Total Other Direct Costs $ 327,750
Indirect Costs $ 4,677
Profit $ (not allowed for grant recipients) -
Total Indirect and Profit $ 4,677
Grand Totals $ 379,201
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
January 2023 Page 3 of 13
ZVl-22-024
Marin Clean Energy
$
$
$
$
$
$
$
$
$
$
$
$
Match Share Total
- $ 46,774
14,032 $ 14,032
14,032 $ 60,806
- $ -
- $ -
- $ 20,750
193,000 $ 500,000
193,000 $ 520,750
- $ 4,677
- $ -
- $ 4,677
207,032 $ 586,233
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY I Grand Totals
January 2023

AGREEMENT BUDGET
Direct Labor (Unloaded)
ZVl-22-024: Marin Clean Energy
CEC Match
Share Share
$ 46,774 $

- $
Total
46,774
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY I Grand Totals
January 2023

AGREEMENT BUDGET
Fringe Benefits
ZVl-22-024: Marin Clean Energy
CEC Match
Share Share
$ - $

14,032 $
Total
14,032
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Travel
ZVl-22-024: Marin Clean Energy
CEC Match
Share Share
I Grand Totals $ - $
January 2023 Page 6 of 13
- $
Total
-
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/2312021
Reference ID Task# Seller of item(s) Description
E-1
E-2 E-3 E-4 E-5 E-6 E-7 E-8 E-9
E-10
Worksheet Specific Instructions
Purpose

AGREEMENT BUDGET
Equipment
ZVl-22-024: Marin Clean Energy
Total:
#of Units Unit Cost #of Units x
Unit Cost
s -s -s -s -s -s -s -s -s -s -
Grand Totals S
Date of Last Approved Agreement Budget Modification: MM/0D/YYYY Line Item
CEC Match Total Revised Since Revision Notes Share Share Last Approved Budget?
s Select Yes or - No s Select Yes or - No s Select Yes or - No s Select Yes or - No s Select Yes or - No s Select Yes or - No s Select Yes or - No s Select Yes or - No s Select Yes or - No s Select Yes or - No - s - s -
CONDITIONAL FORMATTING APPLIED: /f 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.

January 2023 Page 7 of 13
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY

AGREEMENT BUDGET
Materials & Miscellaneous
ZVl-22-024: Marin Clean Energy
CEC Match
Share Share
I Grand Totals $ 20,750 $
January 2023 Page 8 of 13
- $
Total
20,750
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021
Subrecipient Enitity Number Reference ID Task# (Please Use Legal (CA Secretary of State) Name) S-1 S-2 S-3 S-4 S-5 S-6 S-7 S-8 S-9
S-10
January 2023

AGREEMENT BUDGET
Subrecipients & Vendors
ZVl-22-024: Marin Clean Energy
Subrecipients
CA Business CEC Purpose Certifications DVBE/ Share SB/MB/None None $ None $ None $ None $ None $ None $ None $ None $ None $ None $ Subrecipient Totals $

Match
Share
- $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $
Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Total
-----------
Line Item
Revised Since
Last Approved Revision Notes
Budget?
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
Select Yes or
No
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Vendors
Vendor CA Business Line Item
Reference ID Task# (Please Use Legal Enitity Number Purpose Certifications DVBE/ CEC Match Total Revised Since Revision Notes Name) (CA Secretary of State) SB/MB/None Share Share Last Approved Budget? 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
Vendor Totals $ 307,000 $ 193,000 $ 500,000
Subrecipients & Vendors Grand Totals
CEC Match Total Share Share
Grand Totals $ 307,000 $ 193,000 $ 500,000
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 tum red in order to highlight the change.

January 2023 Page 10 of 13
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Template Version 08/23/2021 Date of Last Approved Agreement Budget Modification: MM/DD/YYYY Indirect Costs Grand Totals
I
I Profit Grand Totals
January 2023

AGREEMENT BUDGET
Indirect Costs and Profit
ZVl-22-024: Marin Clean Energy
Select an Indirect Cost Rate Option
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CEC Match
Share Share
$ 4,677 $
Profit
CEC Match
Share Share
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Total
-
ZVl-22-024
Bay Area Air Quality
Management District
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112

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ZVl-22-024
Bay Area Air Quality
Management District
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ZVl-22-024
Bay Area Air Quality
Management District

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 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 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.)

DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 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:

DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 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.

DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
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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.

DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
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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.

DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 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.

DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
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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
DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 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.

DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
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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.

DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 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.

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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.

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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.

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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.

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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,
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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 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 May 2023 Exhibit C ZVI-22-024
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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.

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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.

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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.

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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:

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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
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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.

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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.

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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;
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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.

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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 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 May 2023 Exhibit C ZVI-22-024
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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.

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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.

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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
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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 DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 May 2023 Exhibit C ZVI-22-024
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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 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 May 2023 Exhibit C ZVI-22-024
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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.

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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 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 May 2023 Exhibit C ZVI-22-024
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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.

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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 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 •
•
•
•
•
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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 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 May 2023 Exhibit C ZVI-22-024
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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, DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 May 2023 Exhibit C ZVI-22-024
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(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
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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.

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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.

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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]
DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 DocuSign Envelope ID: B14A2EFE-ED19-4E97-821C-C36DD8109112 Agreement# ZVl-22-024 FISCAL PO # 2/1/2023
Contractor: Bay Area Air Quality Management District
Encumbrance Information
Amount Encumbered by this Document Program/Category (Code & Title) Fund Title General Fund - Local Assistance for ZEV GENERAL
$2,994,574.00 Infrastructure
Budget List# Encumber by Expend by Prior Amount Encumbered for this contract 601.129ZEV 06/30/2024 06/30/2026 Item !Chapter ENY/Statute Fiscal Year
Total Amount Encumbered to Date BA IT. 3360-101-0001 69 2021 22/23 Account Alt Acct Program Reporting Structure
5432000 2390010 33606100
I hereby certify upon my own personal knowledge that budgeted funds are !'Fund Approp Ref available for the period and purpose of the expenditure stated above. 0001 Signature of Accounting/Budgeting Officer Date
Cctrrxyn-w~ 2-/1/202-3
NOTES: Approved at Business meeting 1/25/23
$2,994,574.00 Total Document
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*Buyer 10019274
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*DGS BIiiing Code 010550
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Receipt Status Not Recvd IBond/llJA ~------~Q. Dispatch Activity Summary *Dispatch Method Print V
Header Details Amount Summary "i) PO Defaults Add Comments and Attachments PO Activities Add Ship To Comments Merchandise 2,994,574.00 Requisitions Document Status Freight/Tax/Misc. 0.00
TActions Add Reportable Attachment Total Amount 2,994,574.00 USD Calculate Procurement Group Encumbrance 2,994,574.00 USD
Balance
Contract Activity Report (CAR) - Form 810 ?
CAR Reportable No V Add Subcontracting and SB/DVBE Contracting Statewide Incident ID ~------~Q. Statewide Incident Description Mission Task ID ~----------------' Mission Task Description Add Items From 1 '.i Select Lines To Display ?
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Description
Expanding Equitable EV
Charging Access in the Bay Area
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https://financials.fiscal.ca.gov/psp/psfpd1/EMPLOYEE/ERP/c/MANAGE_PURCHASE_ORDERS.PURCHASE_ORDER.GBL?FolderPath=PORTAL_R... 1/2 DocuSign Envelope ID: 814A2EFE-ED19-4E97-821C-C36DD8109112 Vl'-1'-'-.IJ I •'-"TI IYI Add/Update POs https://financials.fiscal.ca.gov/psp/psfpd1/EMPLOYEE/ERP/c/MANAGE_PURCHASE_ORDERS.PURCHASE_ORDER.GBL?FolderPath=PORTAL_R... 2/2 January 2023 Page 1 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
Management District
Exhibit A

SCOPE OF WORK

TECHNICAL TASK LIST
Task # CPR Task Name
1 Administration
2 Outreach and Community Engagement
3 X Site Partnership and Technical Assistance
4 Vendor Selection and Equipment Procurement
5 X Engineering, Construction, and Installation
6 Operations and Maintenance
7 Data Collection and Analysis
8 Project Fact Sheet

KEY NAME LIST
Task # Key Personnel Key
Subcontractor(s)
Key Partner(s)
1 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
2 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID, MCE, and
StopWaste
3 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
4 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
5 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
6 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
7 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
GRID and MCE
8 Anthony Fournier,
Tin Le, Ada Truong (BAAQMD)
January 2023 Page 2 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
Management District

GLOSSARY
Specific terms and acronyms used throughout this scope of work are defined as follows:

Term/
Acronym
Definition
BAAQMD Bay Area Air Quality Management District
CalEPA California Environmental Protection Agency
CAM Commission Agreement Manager
CAO Commission Agreement Officer
CARB California Air Resources Board
CEC California Energy Commission
CPR Critical Project Review
CTP Clean Transportation Program
EV Electric Vehicle
EVSE Electric Vehicle Supply Equipment
EVSE operator The business operator of the EVSE at a certain site, whose duties include, but are not limited to: collecting revenue from EVSE charging fees billed on site, pay for expenses, such as electricity, and coordinate with site host and EVSE owner, customers, employees, contractors, bookkeeping, repairs, stakeholders, etc.

EVSE owner The owner of the exact EVSE by manufacturer, model and serial number, including the wiring, supplies, software license, and cloud storage installed on a certain site for which project money was disbursed.

FTD Fuels and Transportation Division
GRID GRID Alternatives Bay Area
MCE Marin Clean Energy
Project team BAAQMD, GRID and MCE
PV Photovoltaic
Recipient An applicant awarded a grant under a CEC solicitation (BAAQMD) Site host The owner of a site where EVSE funded by this grant is installed, or a management company.

Site lighting
owner
The owner of the light sources impacting the nighttime illumination of the charging dispensers which includes but is not limited to: light fixtures on parking gate, parking kiosk, streetlamps, and light posts, but not neighboring building outdoor light fixtures with no contract to this project.

January 2023 Page 3 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
Management District
Background
The Budget Act of 2021 (Assembly Bill (AB) 128, Ting, Chapter 21, Statutes of 2021, as amended by Senate Bill (SB) 129, Skinner, Chapter 69, Statutes of 2021 and SB 170, Skinner, Chapter 240, Statutes of 2021) appropriated $785,000,000 from the General Fund to support infrastructure deployments and manufacturing projects for zero-emission light-duty and medium-and heavy-duty vehicles.

On November 24, 2021, the California Energy Commission (CEC) released a Grant Funding Opportunity (GFO) entitled “Reliable, Equitable, and Accessible Charging for multi-family Housing (REACH).” This competitive grant solicitation was to demonstrate replicable and scalable business and technology models for large-scale deployment of electric vehicle (EV) charging infrastructure capable of maximizing access and EV travel for multi-family housing (MFH) residents. In response to GFO-21-603, the Recipient submitted application #13 which was proposed for funding in the CEC’s Notice of Proposed Awards on May 11, 2022. GFO-21- 603 and Recipient’s application are hereby incorporated by reference into this Agreement in their entirety.

In the event of any conflict or inconsistency between the terms of the Solicitation and the terms of the Recipient’s Application, the Solicitation shall control. In the event of any conflict or inconsistency between the Recipient’s Application and the terms of CEC’s Award, CEC’s Award shall control. Similarly, in the event of any conflict or inconsistency between the terms of this Agreement and the Recipient’s Application, the terms of this Agreement shall control.

January 2023 Page 4 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
Management District
Problem Statement:

Environmental pollutant exposure risk comes from a number of sources, such as industrial operations, port and freight facilities, and traffic congestion, with tailpipe emissions from light-duty vehicles accounting for approximately 28 percent of greenhouse gas emissions in the Bay Area. Environmental justice communities are disproportionately impacted by air pollution and are exposed to unhealthy levels of ozone and particulate matter, in addition to toxic air contaminants that pose cancer risk. These impacted communities often consist of low-income residents and communities of color, where many reside in affordable housing and multi-family properties. Multi-family buildings make up over one-third of the Bay Area region’s housing stock, and house about 30 percent of the Bay Area’s 7.6 million residents. Low-income communities experience higher rates of chronic disease and have lower life expectancies and fewer resources to prepare for the impacts of climate change. Access to clean transportation is one of many priorities to improve the quality of life in these communities, however, financial burden is often a hindrance to implementing clean transportation projects.

Goals of the Agreement:

The goal of this Agreement is to install EV charging infrastructure to support more than 1,000 multi-family housing units located solely in disadvantaged or low-income areas, while prioritizing affordable and public housing. Twelve sites were selected based on two criteria: 1) affordable or public housing, and 2) California Environmental Protection Agency (CalEPA) CalEnviroScreen

4.0 environmental burden score. By utilizing incentive funds from several public agencies (e.g., BAAQMD, CARB, and CEC), the cost of installing and operating EV chargers will be significantly reduced. BAAQMD, GRID, and MCE (‘project team’) will streamline the EV charger implementation process and manage the operations to create a seamless experience for the multi-family housing properties and residents, from developing the EVSE implementation plan (‘EVSE Blueprint’) with residents and community members, to building a framework for maintaining the operation and use of the chargers over time. Some project sites will have photovoltaic electricity generation and battery storage. The project team will also assist residents with applying for BAAQMD’s Clean Cars for All Program, which provides grant funding for EVs.

The project has an equity-centered framework that engages communities to assess their needs and gather input to inform the design and development of EV charger deployment in order to meet the needs of the respective communities and residents, while creating long-term benefits through education, outreach, and workforce development. By supporting the region’s disadvantaged and low-income communities, the project will support the Bay Area’s transition to a clean transportation economy and provide long-term economic, environmental, and health benefits.

Objectives of the Agreement:

The project team will expand EV charging access to multi-family housing residents in the Bay Area, with specific objectives to:
• Install and commission at least 80 single-port Level 1 chargers, at least 62 dual-port Level 2 chargers, and at least six direct current (DC) fast chargers across twelve project sites.
o Install at least 75 percent of the EV chargers in areas that score within the top 25th percentile of CalEPA CalEnviroScreen 4.0.
o Install at least 50 percent of EV chargers in areas that specifically serve affordable housing and public housing residents.

January 2023 Page 5 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
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• Assist at least 10 percent of participating site residents in transitioning from internal combustion engine vehicles to EVs using available incentives. • Choose at least 12 sites which together sum up to at least 1,000 multi-family housing units.
o Prioritize disadvantaged and low-income communities, including but not limited to: Oakland, Richmond/San Pablo, and Vallejo.
o Encourage EV ownership in communities.
• Install a solar photovoltaic (PV) system for at least five sites to support the EV charging infrastructure.
• Convene an ‘EVs for Everyone Group’ at each site to encourage resident and community participation, and to provide education on EVs and EV charger usage. • Develop EVSE Blueprints with residents, communities, and other stakeholders. • Manage EVSE and solar engineering, procurement, and construction, in addition to long-term operation and maintenance of EV charging stations. • Provide air quality benefits in disadvantaged and low-income communities in the Bay Area.

TASK 1 ADMINISTRATION
Task 1.1 Attend Kick-off Meeting
The goal of this task is to establish the lines of communication and procedures for implementing this Agreement. The Commission Agreement Manager (CAM) shall designate the date and location of this meeting and provide an agenda to the Recipient prior to the meeting.

The Recipient shall:
• Attend a “Kick-Off” meeting with the CAM, the Commission Agreement Officer (CAO), and a representative of the CEC Accounting Office. The Recipient shall bring their Project Manager, Agreement Administrator, Accounting Officer, and any others determined necessary by the Recipient or specifically requested by the CAM to this meeting.
• Provide a written statement of project activities that have occurred after the notice of proposed awards but prior to the execution of the agreement using match funds. If none, provide a statement that no work has been completed using match funds prior to the execution of the agreement. All pre-execution match expenditures must conform to the requirements in the Terms and Conditions of this Agreement.
• Discuss the following administrative and technical aspects of this Agreement:
o Agreement Terms and Conditions
o Critical Project Review (Task 1.2)
o Match fund documentation (Task 1.7) No reimbursable work may be done until this documentation is in place.
o Permit documentation (Task 1.8)
January 2023 Page 6 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
Management District
o Subawards needed to carry out project (Task 1.9)
o The CAM’s expectations for accomplishing tasks described in the Scope of Work
o An updated Schedule of Products and Due Dates
o Monthly Calls (Task 1.4)
o Quarterly Progress Reports (Task 1.5)
o Technical Products (Product Guidelines located in Section 5 of the Terms and Conditions)
o Final Report (Task 1.6)
Recipient Products:
• Updated Schedule of Products
• Updated List of Match Funds
• Updated List of Permits
• Written Statement of Match Share Activities
Commission Agreement Manager Product:
• Kick-Off Meeting Agenda
Task 1.2 Critical Project Review (CPR) Meetings
CPRs provide the opportunity for frank discussions between the CEC and the Recipient. The goal of this task is to determine if the project should continue to receive CEC funding to complete this Agreement and to identify any needed modifications to the tasks, products, schedule or budget.

The CAM may schedule CPR meetings as necessary, and meeting costs will be borne by the Recipient.

Meeting participants include the CAM and the Recipient and may include the CAO, the Fuels and Transportation Division (FTD) program lead, other CEC staff and Management as well as other individuals selected by the CAM to provide support to the CEC.

The CAM shall:
• Determine the location, date, and time of each CPR meeting with the Recipient.

These meetings generally take place at the CEC, but they may take place at another location or remotely.
• Send the Recipient the agenda and a list of expected participants in advance of each CPR. If applicable, the agenda shall include a discussion on both match funding and permits.
• Conduct and make a record of each CPR meeting. Prepare a schedule for providing the written determination described below.

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Scope of Work Bay Area Air Quality
Management District
• Determine whether to continue the project, and if continuing, whether or not modifications are needed to the tasks, schedule, products, and/or budget for the remainder of the Agreement. Modifications to the Agreement may require a formal amendment (please see section 8 of the Terms and Conditions). If the CAM concludes that satisfactory progress is not being made, this conclusion will be referred to the Lead Commissioner for Transportation for his or her concurrence.
• Provide the Recipient with a written determination in accordance with the schedule. The written response may include a requirement for the Recipient to revise one or more product(s) that were included in the CPR.

The Recipient shall:
• Prepare a CPR Report for each CPR that discusses the progress of the Agreement toward achieving its goals and objectives. This report shall include recommendations and conclusions regarding continued work of the projects.

This report shall be submitted along with any other products identified in this scope of work. The Recipient shall submit these documents to the CAM and any other designated reviewers at least 15 working days in advance of each CPR meeting.
• Present the required information at each CPR meeting and participate in a discussion about the Agreement.

CAM Products:
• Agenda and a list of expected participants
• Schedule for written determination
• Written determination
Recipient Product:
• CPR Report(s)
Task 1.3 Final Meeting
The goal of this task is to closeout this Agreement.

The Recipient shall:
• Meet with CEC staff to present the findings, conclusions, and recommendations.

The final meeting must be completed during the closeout of this Agreement.

This meeting will be attended by, at a minimum, the Recipient and the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be two separate meetings at the discretion of the CAM.

The technical portion of the meeting shall present an assessment of the degree to which project and task goals and objectives were achieved, findings, conclusions, recommended next steps (if any) for the Agreement, and recommendations for improvements. The CAM will determine the appropriate meeting participants.

The administrative portion of the meeting shall be a discussion with the CAM about the following Agreement closeout items:
o What to do with any equipment purchased with CEC funds (Options) January 2023 Page 8 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
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o CEC request for specific “generated” data (not already provided in Agreement products)
o Need to document Recipient’s disclosure of “subject inventions” developed under the Agreement
o “Surviving” Agreement provisions
o Final invoicing and release of retention
• Prepare a schedule for completing the closeout activities for this Agreement.

Products:
• Written documentation of meeting agreements
• Schedule for completing closeout activities
Task 1.4 Monthly Calls
The goal of this task is to have calls at least monthly between CAM and Recipient to verify that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.

The objectives of this task are to verbally summarize activities performed during the reporting period, to identify activities planned for the next reporting period, to identify issues that may affect performance and expenditures, to verify match funds are being proportionally spent concurrently or in advance of CEC funds or are being spent in accordance with an approved Match Funding Spending Plan, to form the basis for determining whether invoices are consistent with work performed, and to answer any other questions from the CAM. 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.

The CAM shall:
• Schedule monthly calls.
• Provide questions to the Recipient prior to the monthly call. • Provide call summary notes to Recipient of items discussed during call.

The Recipient shall:
• Review the questions provided by CAM prior to the monthly call • Provide verbal answers to the CAM during the call.

Product:
• Email to CAM concurring with call summary notes.

Task 1.5 Quarterly Progress Reports
The goal of this task is to periodically verify that satisfactory and continued progress is made towards achieving the objectives of this Agreement on time and within budget.

The objectives of this task are to summarize activities performed during the reporting period, to identify activities planned for the next reporting period, to identify issues that may affect performance and expenditures, and to form the basis for determining whether invoices are consistent with work performed.

January 2023 Page 9 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
Management District
The Recipient shall:
• Prepare a Quarterly Progress Report which summarizes all Agreement activities conducted by the Recipient for the reporting period, including an assessment of the ability to complete the Agreement within the current budget and any anticipated cost overruns. Progress reports are due to the CAM the 10th day of each January, April, July, and October. The Quarterly Progress Report template can be found on the ECAMS Resources webpage available at https://www.energy.ca.gov/media/4691.

Product:
• Quarterly Progress Reports
Task 1.6 Final Report
The goal of the Final Report is to assess the project’s success in achieving the Agreement’s goals and objectives, advancing science and technology, and providing energy-related and other benefits to California.

The objectives of the Final Report are to clearly and completely describe the project’s purpose, approach, activities performed, results, and advancements in science and technology; to present a public assessment of the success of the project as measured by the degree to which goals and objectives were achieved; to make insightful observations based on results obtained; to draw conclusions; and to make recommendations for further projects and improvements to the FTD project management processes.

The Final Report shall be a public document and is limited to 25 pages. If the Recipient has obtained confidential status from the CEC and will be preparing a confidential version of the Final Report as well, the Recipient shall perform the following activities for both the public and confidential versions of the Final Report.

In addition to any other applicable requirements, the Final Report must comply with the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101 et seq.), which prohibits discrimination on the basis of disability; all applicable regulations and guidelines issued pursuant to the ADA; Cal. Gov. Code sects. 7405 and 11135; and Web Content Accessibility Guidelines 2.0, or a subsequent version, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criteria.

The Recipient shall:
• Prepare an Outline of the Final Report, if requested by the CAM. • Prepare a Final Report complying with ADA requirements and following the latest version of the Final Report guidelines which will be provided by the CAM. The CAM shall provide written comments on the Draft Final Report within fifteen (15) working days of receipt. The Final Report must be completed at least 60 days before the end of the Agreement Term.
• Submit Final Report in Microsoft Word format or similar electronic format as approved by the CAM.
•
Products:
• Outline of the Final Report, if requested
• Draft Final Report
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Scope of Work Bay Area Air Quality
Management District
• Final Report
Task 1.7 Identify and Obtain Matching Funds
The goal of this task is to ensure that the match funds planned for this Agreement are obtained for and applied to this Agreement during the term of this Agreement.

The costs to obtain and document match fund commitments are not reimbursable through this Agreement. Although the CEC budget for this task will be zero dollars, the Recipient may utilize match funds for this task. Match funds must be identified in writing and the associated commitments obtained before the Recipient can incur any costs for which the Recipient will request reimbursement.

The Recipient shall:
• Prepare a letter documenting the match funding committed to this Agreement and submit it to the CAM at least 2 working days prior to the kick-off meeting. If no match funds were part of the proposal that led to the CEC awarding this Agreement and none have been identified at the time this Agreement starts, then state such in the letter. If match funds were a part of the proposal that led to the CEC awarding this Agreement, then provide in the letter a list of the match funds that identifies the:
o Amount of each cash match fund, its source, including a contact name, address and telephone number and the task(s) to which the match funds will be applied.
o Amount of each in-kind contribution, a description, documented market or book value, and its source, including a contact name, address and telephone number and the task(s) to which the match funds will be applied. If the in-kind contribution is equipment or other tangible or real property, the Recipient shall identify its owner and provide a contact name, address and telephone number, and the address where the property is located.
• Provide a copy of the letter of commitment from an authorized representative of each source of cash match funding or in-kind contributions that these funds or contributions have been secured. For match funds provided by a grant a copy of the executed grant shall be submitted in place of a letter of commitment. • Discuss match funds and the implications to the Agreement if they are reduced or not obtained as committed, at the kick-off meeting. If applicable, match funds will be included as a line item in the progress reports and will be a topic at CPR meetings.
• Provide the appropriate information to the CAM if during the course of the Agreement additional match funds are received.
• Notify the CAM within 10 days if during the course of the Agreement existing match funds are reduced. Reduction in match funds must be approved through a formal amendment to the Agreement and may trigger an additional CPR meeting.

Products:
• A letter regarding match funds or stating that no match funds are provided • Copy(ies) of each match fund commitment letter(s) (if applicable) January 2023 Page 11 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
Management District
• Letter(s) for new match funds (if applicable)
• Letter that match funds were reduced (if applicable)
Task 1.8 Identify and Obtain Required Permits
The goal of this task is to obtain all permits required for work completed under this Agreement in advance of the date they are needed to keep the Agreement schedule on track.

Permit costs and the expenses associated with obtaining permits are not reimbursable under this Agreement. Although the CEC budget for this task will be zero dollars, the Recipient may budget match funds for any expected expenditures associated with obtaining permits. Permits must be identified in writing and obtained before the Recipient can make any expenditure for which a permit is required.

The Recipient shall:
• Prepare a letter documenting the permits required to conduct this Agreement and submit it to the CAM at least 2 working days prior to the kick-off meeting. If there are no permits required at the start of this Agreement, then state such in the letter. If it is known at the beginning of the Agreement that permits will be required during the course of the Agreement, provide in the letter:
o A list of the permits that identifies the:
 Type of permit
 Name, address and telephone number of the permitting
jurisdictions or lead agencies
o The schedule the Recipient will follow in applying for and obtaining these permits.
• Discuss the list of permits and the schedule for obtaining them at the kick-off meeting and develop a timetable for submitting the updated list, schedule and the copies of the permits. The implications to the Agreement if the permits are not obtained in a timely fashion or are denied will also be discussed. If applicable, permits will be included as a line item in the Progress Reports and will be a topic at CPR meetings.
• If during the course of the Agreement additional permits become necessary, provide the appropriate information on each permit and an updated schedule to the CAM.
• As permits are obtained, send a copy of each approved permit to the CAM. • If during the course of the Agreement permits are not obtained on time or are denied, notify the CAM within 5 working days. Either of these events may trigger an additional CPR.

Products:
• Letter documenting the permits or stating that no permits are required • A copy of each approved permit (if applicable)
• Updated list of permits as they change during the term of the Agreement (if applicable)
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Scope of Work Bay Area Air Quality
Management District
• Updated schedule for acquiring permits as changes occur during the term of the Agreement (if applicable)
• A copy of each final approved permit (if applicable)
Task 1.9 Obtain and Execute Subawards
The goal of this task is to ensure quality products and to procure subrecipients required to carry out the tasks under this Agreement consistent with the Agreement Terms and Conditions and the Recipient’s own procurement policies and procedures.

The Recipient shall:
• Manage and coordinate subrecipient activities.
• If requested by the CAM, submit a draft of each subaward required to conduct the work under this Agreement to the CAM for review.
• If requested by the CAM, submit a final copy of the executed subaward. • If Recipient intends to add new subrecipients or change subrecipients, then the Recipient shall notify the CAM.

Products:
• Letter describing the subawards needed, or stating that no subawards are required
• Draft subcontracts (if requested)
• Final subcontracts (if requested)

TECHNICAL TASKS
TASK 2 OUTREACH AND COMMUNITY ENGAGEMENT
The goals of this task are to conduct outreach and community engagement specifically to multi-family housing residents, property owners, and community groups to increase awareness and encourage support for clean transportation.

The Recipient shall:
• Prepare and submit a Community Engagement Strategy Plan to CAM that includes, but is not limited to:
o Listing prioritized metrics of success for site hosts, residents, and overall project.  Prioritize census tracts that score within the top 25th percentile of CalEPA CalEnviroScreen 4.0 in the nine-county Bay Area (i.e., BAAQMD’s jurisdiction) including, but not limited to: Oakland, Richmond/San Pablo, and Vallejo.
 Prioritize affordable and public housing.
o Proposed stakeholder/community engagement and EV driver recruitment strategies and implementation timeline.
• Implement the Community Engagement Strategy Plan and document in Quarterly Progress Reports how specific project activities will include community and stakeholder input.
o Identify community leaders and key stakeholders who will be instrumental in influencing residents on the benefits of EVs and on-site charging stations.

January 2023 Page 13 of 23 ZVI-22-024
Scope of Work Bay Area Air Quality
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o Establish and convene a group of stakeholders and residents encouraging EVs and EV charging (‘EVs for Everyone Group’) at each site to build need and to inform the design and development of the project.
 Contract with community-based organizations to assist with outreach efforts and to mobilize the EVs for Everyone Groups.
• Development a statement of goals for the EVs for Everyone Group, including, but not limited to: a list of members, expectations for members, anticipated meeting schedule, and description of how member input will inform project activities. • Emphasize benefits for the site, Bay Area, and California. o Schedule and hold at least two informational sessions (virtual or in-person depending on COVID situation) for residents per site.
o Provide one-on-one multilingual and multicultural support for residents interested in applying for EV incentive programs (e.g., Clean Cars for All Program).  Assist at least 10 percent of participating site residents with purchasing or leasing a new EV through incentives programs.
 Report the following metrics in the Quarterly Progress Report for residents that successfully switched to EV ownership:
• The number of residents engaged
• How many were eligible for the Clean Cars for All Program • Demographics (e.g., gender, ethnicity, income)
• Baseline vehicle make, model, year, and fuel type
• Replacement vehicle make, model, year, and technology o Provide at least one hands-on EV charging training for residents, including how to pay for charging sessions, how to track usage and costs, how to reserve the parking space, how to maintain EVSE, and other relevant information specific to each site.
o Develop plan to coordinate and hold at least one workforce development event for multi-family residents.
o Evaluate and determine potential EV charging sites.
o Discuss parking administration strategies to ensure continued equitable access to charging.
o Discuss safety and security strategies.
o Discuss resident displacement prevention strategies for publicly accessible charging stations.
o Discuss EVSE costs and fiscal responsibilities transparently. o Discuss options for charging station equipment and feasibility. o Discuss scalability and replicability.
• Prepare and submit a Community Engagement Report to CAM, which will include, but is not limited to:
o How stakeholder input contributed to the development of training content.

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o Details about which charging equipment was selected for each site. o Summary of community engagement activities conducted. o Feedback received from the community.
o Lessons learned and recommendations for future projects. o How community engagement informed the project and its execution. • Develop and submit to CAM a Community Outreach Material Report that includes but is not limited to:
o Resources to inform stakeholders of project goals, objectives, intended benefits, and opportunities to share input.
o Samples of materials disseminated.
o A survey to distribute to site residents.
• Provide credit to CEC for funding the project on publicly accessible and published items, including the “funded by CEC” logo.

Products:
• Community Engagement Strategy Plan.
• Community Outreach Material Report.
• Community Engagement Report.

Survey Data and Metrics delivered with the Quarterly Progress Reports described in Task 1.5.
• TASK 3 SITE PARTNERSHIP AND TECHNICAL ASSISTANCE
The goal of this task is to formalize and finalize the locations where the EV chargers will be installed. The project team will execute agreements with site hosts, EVSE operators, and site EVSE owners, which will outline responsibilities for equipment costs, maintenance, and operation.

The Recipient shall:
• Identify multi-family properties and determine which sites are invited to participate. • Connect with the site hosts or management teams.
• Confirm feasibility and costs of installing EVSE at specific sites. o Electric vehicle charging infrastructure must be installed at already disturbed or paved property such as existing parking lots. Any minor trenching or directional boring that may be necessary to lay conduit from the existing or new electrical infrastructure (transformer, switchgear, etc.) to the charging equipment must take place on currently paved or disturbed ground, and the surface must be restored.

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o Solar PV systems must be installed on roofs of existing building or at existing parking lots consistent with Public Resources Code section 21080.35. Any associated equipment for the solar PV systems shall not occupy more than 500 square feet of ground surface. The site of the associated equipment must not involve plants protected by the Native Plant Protection Act, individual take permits for species protected by the federal or California Endangered Species Act, a streambed alteration permit, Section 401 or 404 Clean Water Act permits or water discharge requirements under Porter-Cologne Water Quality Control Act.
 An existing parking lot means an area that is designated and used for parking of vehicles for the previous two years. The installation of the solar PV system at an existing parking lot must not involve the removal of a native tree over 25 years old or the removal of a tree required to be planted, maintained or protected pursuant to local, state, or federal requirements.
• Provide technical assistance to EVs for Everyone Groups, residents, property owners, and stakeholders, guiding them through the EVSE implementation process and options.
• Engage EVs for Everyone Groups, residents, property owners, and stakeholders in productive conversations to plan for EVSE implementation and determine:
o EVSE location.
o EVSE technology type, advantages and disadvantages.
o Deployments scenarios based on parking availability, electrical capacity, cost, and budget.
o EV charging payment methods.
o Operation and maintenance plans and customer support. o Solar array and battery storage plans for at least five sites. • Develop and finalize EVSE Blueprint with EVs for Everyone Groups, residents, property owners, and stakeholders.
• Submit an EVSE Blueprint for each site, which will include:
o Site name/nickname.
 Site host information.
 Site EVSE owner information.
 Site EVSE operator information.
 Site lighting owner information, where necessary.
 Information on the contracts executed.
o EVSE to be installed.
 Description and specifications.
 Quantity.
 Power levels.
o Solar PV to be installed, if any.
o Safety and security measures (e.g., lighting).
o Aerial image and diagram of where EVSE will be installed specific to each site.
o Site photos.
o Site amenities.
o Explanation and confirmation of how installation of EV chargers, any solar PV systems and any associated equipment will comply with the site installation requirements above.

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• Finalize project sites and execute agreements with all necessary parties (e.g., EVSE operator, EVSE owner, site host) for at least twelve project sites, serving at least 1,000 multi-family housing units. Write and submit a Project Site Summary showing that all necessary agreements have been executed.

Products:
• EVSE Blueprint for each site.
• Project Site Summary
[CPR WILL BE HELD IN THIS TASK. See Task 1.2 for details] TASK 4 VENDOR SELECTION AND EQUIPMENT PROCUREMENT
The goal of this task is to search for vendors to determine the best option(s) for purchasing EVSE across all selected sites and execute agreements with chosen vendors.

The Recipient shall:
• Develop a project plan and timeline for vendor selection. • Determine appropriate vendor(s) to select for various project sites – vendors and equipment may vary between sites.
• Review equipment specifications.
• Review prices.
• Discuss timeline for equipment delivery.
• Discuss rates and subsidized rates, if applicable.
• Discuss pricing structures and payment plans.
• Discuss charger uptime and maintenance, and customer support. • Review warranty plans.
• Execute all necessary agreements with selected vendor(s). • Send an Email Notification to CAM when a vendor is accepted for each site. • Place orders for EVSE and solar PV systems, and coordinate with installers. • Write and submit an Equipment Procurement Summary with timelines, vendor information, and executed agreements with EVSE vendors.

Products:
• Equipment Procurement Summary.
• Email Notification to CAM for when vendor is accepted for each site.

TASK 5 ENGINEERING, CONSTRUCTION, AND INSTALLATION
The goal of this task is to design, engineer, permit, and install EVSE and solar PV systems at selected sites.

The Recipient shall:
• Design and install EV charging infrastructure, adequate lighting, and solar PV systems (solar for at least five sites), providing full-service engineering, procurement, and construction.

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o Gather necessary permits.
o Complete drawings and designs for each project site.
 Ensure compliance with all relevant local, state, and federal electrical and building codes.
 Install and commission at least 80 single-port Level 1 chargers, at least 62 dual-port Level 2 chargers, and at least six DC fast chargers across at least twelve project sites, serving at least 1,000 multi-family housing units.
• Prepare and submit EVSE Implementation Summary to CAM which will include, but is not limited to:
o Projected implementation timeline.
o Summary of construction plans.
• Prepare and submit an AB 841 Certification that certifies the project has complied with all AB 841 (2020) requirements specified in the Agreement Terms and Conditions or describes why the AB 841 requirements do not apply to the project.

The certification shall be signed by Recipient’s authorized representative. • Prepare and submit EVITP Certification Numbers of each Electric Vehicle Infrastructure Training Program certified electrician that installed electric vehicle charging infrastructure or equipment. EVITP Certification Numbers are not required to be submitted if AB 841 requirements do not apply to the project. • Prepare and submit an EVSE Installation Report to CAM, which will include, but is not limited to:
o Actual implementation timeline.
o Finalized construction plans and drawings.
o Equipment specifications.
o Photos of equipment.
o Challenges faced and lessons learned.
• E-mail the CAM a Site Activation List within 30 days of commissioning to provide information regarding:
o Date that the charging stations were commissioned.
o Photos of stations.
o Confirmation from the Alternative Fuels Data Center that all public charging station data were submitted.

Products:
• EVSE Implementation Summary.
• AB 841 Certification.
• EVITP Certification Numbers.
• EVSE Installation Report.
• Site Activation List.
[CPR WILL BE HELD IN THIS TASK. See Task 1.2 for details] TASK 6 OPERATIONS AND MAINTENANCE
The goal of this task is to place the installed charging stations into service and ensure that the chargers installed in the project are operational at least 97 percent of a charging site’s standard hours of operation for five years after commissioning.

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Task 6.1 Operations & Maintenance
The Recipient shall:
• Operate the installed charging stations during the term of this agreement. • Ensure that the chargers installed in the project are operational at least 97 percent of a charging site’s standard hours of operation for five years after commissioning.

Without limitation to other rights and remedies which the CEC may have, including but not limited to survival provisions specified in the Terms and Conditions of this agreement, this requirement to ensure operationality for five years after commissioning shall survive the completion or termination date of this agreement. In addition to other requirements in the Terms and Conditions of this agreement, all CEC-reimbursable expenditures must be incurred within the agreement term. • Perform regular preventive maintenance, including visual inspection, performance testing, functional validation, and reporting.
• Monitor network performance.
• Dispatch maintenance technicians in a timely manner and address malfunctions and repairs within 48 hours of initial notice.
• Provide charging station users with 24/7 call center service that will assist users with any technical issues encountered at the stations.
• Prepare a Stations Operations Report for each project site sent quarterly to the CAM after station commissioning through the term of this agreement. The report will include a summary of uptime measures, calculation of uptime, and number of dispatch events needed during the quarter.
• Develop EVSE Operation & Maintenance Plan for each site, which will include the costs and plans for the first five years after commissioning, as well as resources to plan for continued long-term use.
• Identify and contract a third-party vendor to maintain the chargers and to troubleshoot errors.
• Work with property management/staff to create a long-term operational and maintenance plan to ensure charger uptime and reliability. • Create a schedule for routine functionality tests.

Products:
• EVSE Operation & Maintenance Plan.
• Stations Operations Report delivered with the Quarterly Progress Reports described in Task 1.5.

Task 6.2 Recordkeeping and Reporting
The Recipient shall:
• Keep and maintain a record of the standard hours of operation for each site, including any changes over the operational period.
• Keep and maintain detailed records of maintenance and repairs. Records shall include:
o Whether the maintenance was scheduled preventive maintenance or response to an identified issue.

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o Date and time the need for corrective maintenance was reported, if applicable.
o Date and time maintenance began.
o Date and time maintenance was completed.
o Narrative describing nature of maintenance required.
o Any component failures / replacements.
• Keep and maintain a record of the operative status of each connector from the time the equipment is commissioned until the end of the operational period defined by this agreement.
o The record shall include any time the Recipient knows or is notified that a connector is incapable of delivering a charge, for example by observation, by receipt of a service call, by notice of power outage or telecommunications outage, or other means.
o For any networked chargers, Recipient shall record the time and the operative status of each connector every 15 minutes.
 For example, a central system using OCPP 1.6 could send TriggerMessage.req, ‘requestedMessage’ = ‘StatusNotification’ and record both the TriggerMessage.conf and
StatusNotification.req sent by the charge point in response. o Excluded downtime shall be recorded, including any supporting documentation from an independent party, e.g., notice from an electric utility of a power outage or police report of vandalism. The record shall include an explanation of the cause of the downtime, why it should be considered excluded downtime, and the efforts made to minimize the downtime.
• Make these records available, in a standard electronic format of the CEC’s choosing, to the CEC within 10 business days of a written request by the CAM. • Without limitation to other rights and remedies which the CEC may have, including but not limited to survival provisions specified in the Terms and Conditions of this agreement, the requirements for recordkeeping and reporting under this Task shall remain in effect for five years after commissioning and shall survive the completion or termination date of this agreement. In addition to other requirements in the Terms and Conditions of this agreement, all CEC-reimbursable expenditures must be incurred within the agreement term. • The requirements for recordkeeping and reporting under this Task are in addition to requirements specified in this Agreement’s Terms and Conditions, section

18.b, Retention of Records, and any other applicable Terms and Conditions.

Products:
• Record of standard hours of operation.
• Record of the operative status of each connector.
• Records of maintenance and repairs.

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Task 6.3 Definitions
The Recipient shall:
a) Central System: The central system that communicates with one or more chargers, for example, to authorize users, monitor charger status, and/or collect, transmit, record, and manage other information.
b) Connector: A connector is what is plugged into a vehicle to charge it. c) Charging Site: A physical location with one or more chargers. d) Charger: A device that safely supplies electrical power to an electric vehicle through connectors. Where a device has multiple connectors or can serve multiple parking spaces, the number of chargers is equal to the number of vehicles that can be simultaneously charged.
e) Downtime: Any period of time within the standard hours of operation in which a charger is not operational.

For networked chargers, a period in which the charge point’s response to the central system’s request for notification of operative status indicates that the connector or charge point is in an inoperative state is downtime.
• For example, in OCPP 1.6 intervals when StatusNotification.req protocol data unit Status Field = ‘Unavailable’ or ‘Faulted’ OR errorCode Field = ‘ConnectorLockFailure’, ‘GroundFailure’, ‘HighTemperature’, ‘InternalError’, ‘OverCurrentFailure’, ‘OverVoltage’, ‘PowerMeterFailure’, ‘PowerSwitchFailure’, ‘ReaderFailure’, ‘ResetFailure’, or ‘UnderVoltage’ are “downtime.” f) Excluded downtime: A period of downtime, within the standard hours of operation, caused by any of the following:
• Electric Grid Power Loss: Power supplied by the electric utility for a site is not supplied at levels required to for minimum function of chargers / station. This may include, but is not limited to, service outages due to utility equipment malfunction or public safety power shut-offs.
• Accident, Vandalism or Theft: Physical damage to the charger for events such as vehicle collision with a charger, theft of charging cables, damage to connectors from mishandling, and damage to screens. Excluded downtime is limited to a maximum of 5 days for each event.
• Telecommunication Network Outages: Loss of communication between a charger and a central system due to cellular or internet service provider system outages that are beyond the control of the Recipient.
• Planned Outage for Maintenance or Upgrade: Any planned maintenance indicated in the funding Recipient’s Operations and Maintenance Plan, submitted with application for funding, or an updated Plan approved by the CAM in advance of the planned outage.
• Extraordinary Events: Unforeseeable events that would have been impossible to plan for using commercially reasonable methods.
g) Operational: A charging port is considered operational when its hardware and software are both online and available for use, or in use, and the charging port successfully dispenses electricity as expected.
h) Uptime: Uptime is calculated as:
--
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Uptime = Total Standard Hours of Operation – Downtime + Excluded Downtime Total Standard Hours of Operation ∗ 100%
Task 7 DATA COLLECTION AND ANALYSIS
The goal of this task is to collect operational data from the project, to analyze that data for economic and environmental impacts, and to include the data and analysis in quarterly progress reports
The Recipient shall:
• For all electric vehicle chargers and charging stations installed on or after January 1, 2024:
o Comply with recordkeeping and reporting standards as described in CEC’s regulations. These requirements are not applicable to those electric vehicle chargers and charging stations installed at residential real property containing four or fewer dwelling units.
o Comply with all industry best practices and charger technology capabilities that are demonstrated to increase reliability, as described in CEC’s regulations. o Without limitation to other requirements in this grant agreement, Recipient shall comply with any other regulatory requirements, including but not limited to uptime requirements and operation and maintenance requirements. Such regulatory requirements may, but will not necessarily, be enacted after execution of this grant agreement. Once regulations are final, they will apply to work under this grant agreement irrespective of when finalized. Any updates to regulations may also be applicable to work under this grant agreement.
o If the Recipient is an electric vehicle service provider or other third-party entity that is not the site host, the electric vehicle service provider or third-party entity shall provide a disclosure to the site host about the site host’s right to designate the service provider or third-party as the entity to report the data on behalf of the site host. The Recipient shall verify receipt by signing the disclosure. • Develop data collection plan for deployed charging equipment. • Troubleshoot any issues identified.
• Collect and provide the following data:
o Number, type, date, and location of chargers installed. o Nameplate capacity of the installed equipment, in kW for chargers. o Number and type of outlets per charger.
o Location type, such as street, parking lot, hotel, restaurant, or multi-unit housing.
o Total cost per charger, the subsidy from the CEC per charger, federal subsidy per charger, utility subsidy per charger, and privately funded share per charger.
o EV adoption of residents in the MFH served by the project (before project begins until end of project).
o Success rate of property recruitment.
o Number of MFH units served by project.

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o Number of MFH units in disadvantaged or low-income communities. o Number of affordable housing units.
• Collect and provide 12 months of throughput, usage, and operations data from the project including, but not limited to:
o Number of charging sessions
o Average charger downtime
o Peak power delivered (kW)
o Duration of active charging, hourly
o Duration of charging session, hourly (e.g., vehicle parked but not actively charging)
o Average session duration
o Energy delivered (kWh)
o Average kWh dispensed
o Types of vehicles using the charging equipment
o Applicable price for charging, including but not limited to: electric utility tariff, electric vehicle service provider (EVSP) service contract, or public charger price.
o Payment method for public charging
o Energy delivered back to grid or facility if a bidirectional charging use case (kWh)
o Normal operating hours, uptime, downtime, and explanations of variations o Gallons of gasoline and/or diesel fuel displaced (with associated mileage information)
o Expected air emissions reduction, for example:
o Non-methane hydrocarbons
o Oxides of nitrogen
o Particulate Matter
o Formaldehyde
• Identify any current and planned use of renewable energy. • Describe any energy efficiency measures used that may exceed Title 24 standards in Part 6 of the California Code of Regulations.
• Provide data on potential job creation, economic development, and increased state revenue as a result of the project and any expected future expansion. • Provide a quantified estimate of the project’s carbon intensity values for life-cycle greenhouse gas emissions.
• Compare any project performance and expectations provided in the proposal to CEC with actual project performance and accomplishments.

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• Submit the data described above electronically in a quarterly progress report throughout the duration of the agreement.
• Collect data, information, and analysis described above Products:
• Data on charger installations and charging events will be submitted electronically with the Quarterly Progress Reports described in Task 1.5. • Data collection information and analysis
TASK 8 PROJECT FACT SHEET
The goal of this task is to develop an initial and final project fact sheet that describes the CEC-funded project and the benefits resulting from the project for the public and key decision makers.

The Recipient shall:
• Prepare an Initial Project Fact Sheet at start of the project that describes the project and the expected benefits. Use the format provided by the CAM. • Prepare a Final Project Fact Sheet at the project’s conclusion that describes the project, the actual benefits resulting from the project, and lessons learned from implementing the project. Use the format provided by the CAM. • Provide at least (6) six High Quality Digital Photographs (minimum resolution of 1300x500 pixels in landscape ratio) of pre and post technology installation at the project sites or related project photographs.

Products:
• Initial Project Fact Sheet.
• Final Project Fact Sheet.
• High Quality Digital Photographs.

Attachment 04
Exhibit A-1
Task
Number
Task
Name Product(s) Due Date

1.1 Updated Schedule of Products One month after the project start date Updated List of Match Funds 10/1/2023
Updated List of Permits 10/1/2023
Written Statement of Match Share Activities 10/1/2023
Kick-Off Meeting Agenda (CEC) One month after the project start date

1.2 CPR Report 6/13/2024
CPR Meeting Agenda (CEC) 6/13/2024
Schedule for written determination (CEC) 7/11/2024
Written determination (CEC) 7/25/2024

1.2 2nd CPR Report 12/20/2024
CPR Meeting Agenda (CEC) 12/20/2024
Schedule for written determination (CEC) 1/15/2025
Written determination (CEC) 2/3/2025

1.3 Written documentation of meeting agreements 2/3/2026 Schedule for completing closeout activities 2/3/2026

1.4 Email to CAM concurring with call summary notes Within 5 days of receipt

1.5 Quarterly Progress Reports
Quarterly Progress Reports 10th day of each January, April, July, and October

1.6 Final Outline of the Final Report 11/14/2025
Draft Final Report (no less than 60 days before the end term of the agreement) 12/15/2025
Final Report 1/15/2026

1.7 A letter regarding match funds or stating that no match funds are provided 10/1/2023
Copy(ies) of each match fund commitment letter(s) (if applicable) 10/1/2023 Letter(s) for new match funds (if applicable)
Within 10 days of identifying new funds
Letter that match funds were reduced (if applicable) Within 10 days of identifying reduced funds

1.8 Schedule of Products and Due Dates
Attend Kick-off Meeting
Critical Project Review Meetings
Final Meeting
CPR
Meeting
Monthly Calls
Final Report
Identify and Obtain Match Funds
Identify and Obtain Required Permits
Critical Project Review Meetings
CPR
Meeting
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Attachment 04
Exhibit A-1
Task
Number
Task
Name Product(s) Due Date
Schedule of Products and Due Dates
Letter documenting the permits or stating that no permits are required 10/1/2023
A copy of each approved permit (if applicable) Within 10 days of receiving each permit Updated list of permits as they change during the term of the Agreement (if applicable) Within 10 days of change in list of permits Updated schedule for acquiring permits as changes occur during the term of the Agreement (if applicable)
Within 10 days of change in schedule for obtaining permits A copy of each final approved permit (if applicable) Within 10 days of receiving each permit

1.9 Letter describing the subawards needed, or stating that no subawards are required 12/1/2023
Draft subcontracts (if requested) 15 days prior to the scheduled execution date Final subcontracts (if requested)
Within 10 days of execution
2 Community Engagement Strategy Plan 11/1/2023
Community Outreach Materials Report 12/15/2023
Community Engagement Report 12/15/2023
Survey Data and Metrics 10th day of each January, April, July, and October 3 EVSE Blueprint for each site 3/15/2024
Project Site Summary 10/31/2024
4 Equipment Procurement Summary 10/31/2024
Email notification to CAM when vendor is accepted for each site Within 10 days of accepting vendor, will vary for each site 5 EVSE Implementation Summary 12/20/2024
EVSE Installation Report 12/20/2024
AB 841 Certification 12/20/2024
EVITP Certification Numbers 12/20/2024
Site Activation List Within 30 days of site activation, will vary for each site 6 6.1
EVSE Operations and Maintenance Plan 1/2/2025
Stations Operations Report 10th day of each January, April, July, and October

6.2 Record of standard hours of operation. Within 10 business days of CEC request Record of the operative status of each connector. Within 10 business days of CEC request Record of maintenance and repairs. Within 10 business days of CEC request

SITE PARTNERSHIP AND TECHNICAL ASSISTANCE

OPERATIONS & MAINTENANCE

OUTREACH AND COMMUNITY ENGAGEMENT
Recordkeeping and Reporting

VENDOR SELECTION AND EQUIPMENT PROCUREMENT

OPERATIONS AND MAINTENANCE

ENGINEERING, CONSTRUCTION, AND INSTALLATION
Obtain and Execute Subawards
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Template Version 08/23/2021
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%).
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 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.