Agenda packet — MCE Technical Committee, March 7, 2025

MCE Technical Committee Meeting
Friday, March 7, 2025
10:00 a.m.
1125 Tamalpais Avenue, San Rafael, CA 94901
2300 Clayton Road, Suite 1150, Concord, CA, 94520
Public comments may be made in person or remotely via the details below.

Remote Public Meeting Participation
Video Conference: https://t.ly/QzAmo
Phone: Dial (669) 900-9128, Meeting ID: 828 5103 7385, Passcode: 142534 Materials related to this agenda are available for physical inspection at MCE’s offices at 1125 Tamalpais Ave, San Rafael, CA 94901 and at 2300 Clayton Road Suite 1150, Concord, CA 94520.

This Committee may be attended by Board Members who do not serve on this Committee. In the event that a quorum of the entire Board is present, this Committee shall act as a Committee of the Whole. Any item acted upon by the Committee of the Whole will be considered advisory to the Board of Directors and require consideration and action by the Board of Directors at a noticed Board meeting before adoption or approval of the item.

DISABLED ACCOMMODATION: If you are a person with a disability who requires an accommodation or an alternative format, please contact MCE at (888) 632-3672 or [email protected] at least 72 hours before the meeting start time to ensure arrangements are made.

Agenda Page 1 of 2

1. Roll Call/Quorum

2. Board Announcements (Discussion)

3. Public Open Time (Discussion)

4. Report from Chief Executive Officer (Discussion)

5. Consent Calendar (Discussion/Action)
C. 1. Approval of 2.7.25 Meeting Minutes
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 I PITTSBURG

PLEASANT HILL I RICHMOND I SAN PABLO I SAN RAMON I VALLEJO I WALNUT CREEK Agenda Page 2 of 2
C.2 Proposed Sixth Amendment to Master Services Agreement with R Systems International Limited

6. Selection of Technical Committee Chair (Discussion/Action)

7. Proposed Adjustment to MCE Demand Charges (Discussion/Action)

8. MCE Investment in Transmission Software Solutions (Discussion/Action)

9. Committee & Staff Matters (Discussion)

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

DRAFT

MCE TECHNICAL COMMITTEE MEETING MINUTES
Friday, February 7, 2025
10:00 A.M.

Present: John McCormick, Alternate, City of Lafayette
Charles Palmares, City of Vallejo
Gabe Quinto, City of El Cerrito

Absent: Dion Bailey, City of Hercules
Devin Murphy, City of Pinole
Staff
& Others: Vidhi Chawla, VP of Power Resources
Vicken Kasarjian, Chief Operations Officer
Caroline Lavenue, Legal Counsel
Nathaniel Malcolm, Senior Commercial Counsel
Stephen Mariani, Senior Power Procurement Manager
Catalina Murphy, General Counsel
Ashley Muth, Internal Operations Coordinator
Justine Parmelee, VP of Internal Operations
Enyonam Senyo-Mensah, Internal Operations Manager
Dan Settlemyer, Internal Operations Associate
Jamie Tuckey, Chief Customer Officer
Michael Wong, Director of Power Origination

1. Roll Call
Acting Chair Quinto called the regular Technical Committee meeting to order at 10:04 a.m. with quorum established by roll call.

2. Board Announcements (Discussion)
There were no comments.

3. Public Open Time (Discussion)
Acting Chair Quinto opened the public comment period and there were no comments.

4. Report from Chief Executive Officer (Discussion)
Jamie Tuckey, Chief Customer Officer, introduced this item and addressed questions from Committee members.

Acting Chair Quinto opened the public comments period, and comments were made by member of the public Bruce Ackerman.

5. Consent Calendar (Discussion/Action)
C.1 Approval of 12.6.24 Meeting Minutes
Acting Chair Quinto opened the public comment period and there were no comments.

DRAFT

6. Selection of Technical Committee Chair (Discussion/Action) Deferred to next regular meeting of the committee.

7. Proposed Power Purchase Agreement with Allium Hybrid, Limited Liability Company (Discussion/Action)
Vicken Kasarjian, Chief Operating Officer, introduced this item, and Stephen Mariani, Senior Power Procurement Manager, presented the item and addressed questions from Committee members.

Acting Chair Quinto opened the public comment period and comments were made by member of the public Howdy Goudey.

Action: It was M/S/C (McCormick/Palmares) to approve the Proposed Power Purchase Agreement with Allium Hybrid, Limited Liability Company. Motion carried by unanimous roll call vote. (Absent: Bailey and Murphy).

8. Committee & Staff Matters (Discussion)
There were no comments.

9. Adjournment
Acting Chair Quinto adjourned the meeting at 10:39 a.m. to the next scheduled Technical Committee Meeting on March 7, 2025.
___________________________________________
Gabriel Quinto, Acting Chair
Attest:
___________________________________________
Dawn Weisz, Secretary
Action: It was M/S/C (McCormick/Palmares) to approve Consent Calendar item C.1.

Motion carried by unanimous roll call vote. (Absent: Bailey and Murphy).

MARCH 7, 2025
TO: MCE Technical Committee
FROM: Shuvo Chowdhury, Vice President of Technology and Analytics Karamvir Singh, Director of Analytics, Data Systems
Joseph Kombarakkaran, Senior Product Manager
RE: Proposed Sixth Amendment to Master Services Agreement with R Systems International Limited (Agenda Item #05 C.2)
ATTACHMENTS: A. Sixth Amendment to Master Services Agreement with R Systems International Limited
B. Schedule A.20 Statement of Work for Data Analytics Platform and Attachment P; Schedule A.21 Statement of Work for Customer Relationship Management and Attachment Q
C. Master Services Agreement with R Systems International Limited D. First Amendment to Master Services Agreement with R Systems International Limited
E. Second Amendment to Master Services Agreement with R Systems International Limited
F. Third Amendment to Master Services Agreement with R Systems International Limited
G. Fourth Amendment to Master Services Agreement with R Systems International Limited
H. Fifth Amendment to Master Services Agreement with R Systems International Limited
Dear Technical Committee Members:

Summary:

Over the last four years, MCE has been working with R Systems International Limited (“R Systems”) via a Master Services Agreement (“MSA”) and adjoining scopes of work (which currently include Schedules A.1-A.19) to build MCE’s own Data Analytics Platform (“DAP”) and Customer Relationship Management (“CRM”) system. While MCE’s CRM is built upon the industry-leading Salesforce platform, much of the interface, business logic, and operations have been custom-designed to support, streamline, and enhance MCE’s unique business needs. MCE’s CRM became the system-of-record for Customer Operations in December 2022. It replaced the previously used CRM which was owned by Calpine Energy Solutions. MCE’s CRM is currently being used by Customer Program implementation partners to validate customers, check eligibility for various programs and to update Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
the program participation information and customer interactions in quasi-real time. The Customer Programs staff at MCE uses the CRM as the main platform for overall program management.

MCE also operates and maintains a data lake: a centralized repository of data, on which the DAP is built. The DAP allows MCE staff to analyze and correlate data from a wide range of sources--both external (such as Pacific Gas & Electric Company and the Department of Motor Vehicles), and internal (such as the Public Affairs and the Customer Programs departments). This is to better target initiatives, identify trends, and increase efficiency of audits and reporting to regulatory entities on cycles.

MCE proposes to continue working with R Systems through a Sixth Amendment to the MSA (“Amendment”) which would increase the contract value by $652,780. If approved, the additional $652,780 would allow for R Systems to implement the new Enterprise Application Integration Framework “Boomi” (details included in Attachment B, see Schedule A.20), and continue to maintain the CRM systems and enhance the abilities of the CRM (details included in Attachment B, see Schedule A.21).

Background
If the proposed Amendment is approved, R System’s scope of work would be expanded to include:

CRM
• Increase stability of the CRM by adding features to minimize the effects of corrupt or inaccurate data from PG&E;
• Bring onboard the remaining MCE Customer Programs to enable visibility of: MCE Sync Program, Virtual Power Plant (“VPP”) and the complete Energy Efficiency Programs Portfolio; • Onboard the remaining Customer Program Implementation Partners with the ability to send Customer Program data in quasi-real time;
• Enable the implementation partners to share their customer interactions with MCE, to allow timely intervention by MCE staff as appropriate, by building generic Application Program Interfaces (“APIs”);
• Set up the knowledge management solution in the CRM to for faster resolution of customer concerns;
• Improve the effectiveness of CRM, by developing a Continuous Integration, Continuous Development Framework;
• Accelerate the solution delivery by building and maintaining an automated test suite; and • Bring MCE CRM to the latest version to address product conformity requirements from Salesforce.

R Systems would also implement an Enterprise Application Integration solution on the Boomi product, which includes:

Data Integration & Automation
• Connects disparate applications (on-premises & cloud) for seamless data exchange. • Automates data transfer between DAP and CRM.
• Enables real-time and batch data synchronization.

ETL (Extract, Transform, Load) Processes
• Extracts data from multiple sources like databases, APIs, and flat files. • Transforms data by cleansing, enriching, and standardizing it. • Loads processed data into target systems like CRM.
• Ensures data consistency and accuracy across enterprise applications.

API Management
• Creates, manages, and secures APIs for seamless application connectivity. • Exposes enterprise data for external integrations while maintaining security.

Workflow Automation
• Automates business processes like MCE's programs data exchange with PG&E and helps generate a 360-degree view of MCE customers.
• Reduces manual data entry and errors through integration-driven workflows.

Fiscal Impacts:

Net increase in contract amount of $652,780 to the existing not-to-exceed total of $2,349,500 (as amended), bringing the total not-to-exceed contract value to $3,002,280. Costs related to the proposed Amendment are included in the Proposed FY 2025/26 Operating Fund Budget.

Recommendation:

Approve the proposed Sixth Amendment to the Master Services Agreement with R Systems International Limited.

MCE Standard Form Amendment Page 1 of 2

SIXTH AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND R SYSTEMS INTERNATIONAL LIMITED
This SIXTH AMENDMENT is made and entered into on March 7, 2025, by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and R SYSTEMS INTERNATIONAL LIMITED (hereinafter referred to as “Contractor”).

RECITALS
WHEREAS, MCE and Contractor entered into an agreement on April 9, 2021, which was subsequently amended on March 7, 2022, March 16, 2023, March 19, 2024, June 27, 2024, and August 2, 2024, to implement phases of the Data Analytics Platform and Customer Relationship Manager Platform (“Agreement”); and
WHEREAS, Section 3 and Exhibit B to the Agreement, as amended, provided for Contractor to be compensated in an amount not to exceed $2,349,500 to implement phases of MCE’s Data Analytics Platform and Customer Relationship Manager Platform described within the statements of work therein; and WHEREAS, the parties desire to amend the Agreement to increase the contract amount by $652,780 for total consideration not to exceed $3,002,280; and
WHEREAS, Section 4 of the Agreement, as amended, stated the Agreement shall terminate on March 31, 2025; and
WHEREAS, the parties desire to amend the Agreement to extend the time of the Agreement; NOW, THEREFORE, the parties agree to modify Section 3, Section 4, and Exhibit B as set forth below.

AGREEMENT

1. Section 3 is hereby amended to read as follows:

MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $3,002,280.

2. Section 4 is hereby amended to read as follows:

TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2021 ("Effective Date”), and shall terminate on March 31, 2026, unless earlier terminated pursuant the terms and conditions set forth in Section 12.

3. The last sentence of Exhibit B is hereby amended to read as follows:

In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $3,002,280 for the term of the Agreement.

4. Except as otherwise provided herein all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this SIXTH AMENDMENT TO THE MASTER SERVICES AGREEMENT on the day first written above.

MARIN CLEAN ENERGY: CONTRACTOR:

By: [mCESignerSignature_bvHNsgG] By: [counterpartySignerSignature_r9bIPiU] MCE Standard Form Amendment Page 2 of 2
Date: [mCESignerDateField_kTdWiZP] Date: [counterpartySignerDateField_ZmQHciu] Chairperson:

By:[mCEChairpersonSignature]
Date: [mCEChairpersonDateField]

STATEMENT OF WORK
Schedule A.20
Statement of Work for Data Analytics Platform (“DAP”)
This Schedule A.21 is entered into as of March 7, 2025 (“Schedule A.20”) pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE", and R Systems International Limited, hereinafter referred to as "Contractor”, dated April 9, 2021, as amended March 7, 2022, March 16, 2023, March 19, 2024, June 27, 2024, August 2, 2024, and March 7, 2025 (“MSA”).

Contractor will provide the following services as requested and directed by MCE Director of Technology and Analytics, up to the maximum time/fees allowed under this Statement of Work:
• Provide continuous support for MCE's DAP, as detailed in Attachment P Attached as Attachment P is the technical scope of work for this request. In the event there is any conflict between the Terms of this MSA and Attachment P regarding the services and the relationship between the Parties, the Terms of this MSA shall govern and control the rights and obligations of MCE and Contractor.

Billing:

Contractor shall bill monthly on a time and materials basis and according to the rate schedule listed in Exhibit B of the MSA for hours performed. In no event shall the total cost to MCE for the services provided under this Statement of Work exceed the maximum sum of $32,380 for the term of this Statement of Work. In no event shall the total cost to MCE for the services provided under all statements of work between Contractor and MCE exceed the contract amount set forth in Section 3 of the MSA as amended.

Term of Statement of Work:

This Statement of Work shall commence on March 10, 2025, and shall terminate on June 27, 2025.

IN WITNESS WHEREOF, the parties have executed this Statement of Work – Schedule A.20 on the date first above written.

APPROVED BY
Marin Clean Energy: Contractor:

By: By: __________________________________
Name: ________________________________ Name: _______________________________ Title: _________________________________ Title: _________________________________ Date: _________________________________ Date: _________________________________ Scope of Work for Next Phase of Data Analytics Platform Attachment P
Technical Scope of Work for Next Phase of Data Analytics Platform - Migrating Existing DAP Pipelines to Boomi Contractor will hereinafter be referred to as “Service Provider”, “R Systems”, “our” and/or “we” and MCE will hereinafter be referred to as “MCE”, “User”, “Client”, “you” and/or “your”.

Services: SERVICE PROVIDER shall perform the Services relating to the (Boomi Migration) project (“Project”) as described below:

1. Introduction
This Statement of Work (SOW) defines the scope of work for migrating existing DAP pipelines to Boomi, leveraging the purchased Boomi Atom. The scope includes configuring the Atom, implementing sink-to-destination integrations, migrating relevant business rules/scripts from Salesforce to Boomi, and setting up error handling and notification processes.

1.1. Purpose
The purpose of this project is to implement Boomi-based data integration solutions that replace existing DAP pipelines for handling sink-to-destination data flows while ensuring robust error handling and notification mechanisms. This will streamline data processing and align integrations with MCE’s technology strategy.

1.2. Background
The Client currently uses DAP pipelines for various data integration processes. With the purchase of Boomi Atom, the goal is to migrate these pipelines to Boomi, focusing on sink-to-destination flows. Existing Azure jobs will continue to populate the data from source to the sink, while Boomi processes will handle the downstream data flows from sink to the final destinations.

1.3. Project Goals
• Install and configure Boomi Atom in the client’s environment. • Develop 9 Boomi processes to replicate sink-to-destination integrations. • Build 2 common processes [1. Automated Ticket Creation 2. Mail Notifications] to handle Boomi process failures • Migrate relevant business rules/scripts from Salesforce to Boomi. • Ensure seamless data flow from different source applications through sink to destination applications, including Salesforce and Azure Data Lake.

2. PROJECT IN-SCOPE
The SERVICE PROVIDER will perform below activities
• Migrate existing DAP pipelines to Boomi, leveraging the purchased Boomi Atom. • Configure Boomi Atom in test and production environments. • Develop 9 Boomi processes to replicate sink-to-destination integrations. • Build 2 common processes for error handling and notifications. • Migrate relevant business rules/scripts from Salesforce to Boomi. • Ensure seamless data flow from different source applications through sink to destination applications, including Salesforce and Azure Data Lake.
• Below is the list of existing data pipelines that will be migrated to Boomi Pipeline Name Source Sink Destination
4013_FILE_COPY_SFTP_ADLS_DWH PGE ESFTP Azure Data
Lake Salesforce
RefreshAccountHierarchy &
Usage_Ranking_To_CRM Salesforce Synapse
Salesforce
BlueBill_rpt_pdf_Billing_Data_Unzip AWS S3 Bucket Azure Data Lake Salesforce
INVOICE_SMUD_FILES_Detail_Pivot_1 AWS S3 Bucket Azure Data Lake Salesforce
GEO_CES4 Azure Data
Lake/Synapse
Azure Data
Lake Salesforce

II II I
11=11 I

I CJD I
I
I
Default_Product_DW_Processing Synapse Synapse Salesforce NEM_CASH_OUT AWS S3 Bucket Synapse Salesforce
Opt_operation_Request Salesforce Synapse Azure Data
Lake
Opt_Operation_Response Azure Data Lake Synapse Salesforce

3. PROJECT OUT-OF-SCOPE
• Infrastructure provisioning and changes like VM, firewall rules, certificates, load balancer, etc. • Sink and destination changes needed for the successful completion of the project. • Functionalities that cannot be implemented due to Boomi product limitations.

4. DELIVERABLES
• Install and configure Boomi Atom in test and production environments. • Develop 9 Boomi processes for sink-to-destination integrations as per defined requirements. • Develop 2 common Boomi processes for error handling and notifications. • Integration design document.
• Provide testing support for SIT, UAT.
• Deploy integrations to Boomi production.
• 2 weeks warranty support.

5. EXECUTION METHODOLOGY, SCHEDULE
SERVICE PROVIDER proposes executing the project in 14 weeks as Time and Material (T & M) engagement.

6. ROLES & RESPONSIBILITIES
Activity Description Phase SERVICE PROVIDER MCE
Project Kickoff Plan S R
Team Onboarding Plan S R
Project Plan Plan R S
Define Boomi Architecture Install R S
Approve Boomi Architecture Install S A
Provision infrastructure and related configurations Install S R Boomi Install and Configuration Install R S
Share final pipeline specifications Requirements S R
Connectivity setup with data sources Build R S
Activity I Phase (,l,) /Wee k#( ) I
Project Kickoff Plan
Boomi Install and Configuration Install
Finalize Requirements Requirements
Boomi Integrat ion Development Build

SIT SIT
Go-Live, Warranty Support Deploy
ID
ID
ID
ID
ID
ID
ID
ID
ID
ID
Boomi connections creation Build R S
Share sample data Build S R
Build of Boomi processes Build R
Unit testing Build R S
Data environment setup SIT, UAT S R
Boomi QA environment setup SIT, UAT R
Test data and cases SIT, UAT S R
Test execution SIT, UAT S R
Testing signoff and approval SIT, UAT S A
Go Live approval Deploy S A
Production deployment Deploy R S
Warranty Support Deploy R S
Project closure Deploy S A
R – Responsible, A – Approval, S - Support

6.1. MCE’s RESPONSIBILITIES
• Provide access to required systems: PGE ESFTP, Salesforce, AWS S3, Azure Data Lake, and Synapse. • Share existing pipeline requirements and business rules in the format agreed between SERVICE PROVIDER and MCE during plan phase.
• Facilitate communication with stakeholders for process validation and approvals. • Provide necessary licenses and infrastructure for Boomi Atom installation and deployment. • Ensure timely access to required systems and data sources. • Provide necessary clarifications and approvals on time. • Provide the necessary data and information to Boomi to complete the project activities. • Support and complete the project activities that are assigned to MCE team. • Execute the necessary changes required at the source and sink applications • Define SIT, UAT test scenarios, data and execute them.

7. PROJECT GOVERNANCE
SERVICE PROVIDER will provide accountability, health and visibility of the engagement through below reporting mechanisms • Standup Review Calls (frequency decided by both MCE and SERVICE PROVIDER Project Manager) • Weekly Status Report
The weekly status reports will consist of, but not be limited to:
• Project status
• Ongoing/upcoming key deliverables/tasks and milestones • Outstanding issues or risks that need attention
• Key decisions that need attention
• Key items that need management support/approval/attention Weekly Status Report template will be agreed upon between SERVICE PROVIDER and MCE.

ID
ID
ID
ID
ID
ID
ID
ID
ID
ID
ID
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8. RISK MANAGEMENT
Risk Management is a dynamic process that should constantly be able to identify all the emerging risks and propose solutions to manage them. SERVICE PROVIDER understands the critical importance of addressing risks and issues for this project and mitigates them as follows:

Resolution & Escalation Process
Any risk, issue that is not being addressed for over 5 business days needs to follow an escalation process. This process is three-tiered as defined below:
• Project Level: This group consists of MCE Project Manager and SERVICE PROVIDER Lead. If no response is received within 24 hours of escalation, then it is escalated to Program Level. • Program Level: This groups consists of the Director, MCE and Delivery Head, SERVICE PROVIDER. If no response is received within 24 hours of escalation, then it is escalated to Steering Committee Level. • Steering Committee Level: This group consists of Executive Sponsors from MCE and SERVICE PROVIDER. Special attention must be paid by Senior Management to have a final resolution on the risk or issue.

9. CHANGE MANAGEMENT
Team personnel changes (ramp up and ramp down) to meet MCE project objectives will be discussed between MCE and SERVICE PROVIDER. Scope changes, schedule delays due to MCE and its impact to SERVICE PROVIDER resource allocation and project funding will be reviewed weekly by MCE Project Manager and SERVICE PROVIDER Lead. MCE will provide 2 week notice to offboard a resource and SERVICE PROVIDER will onboard new resources within 2 – 3 weeks.

Project Managem ent
Roles
MCE Project Manager
R Systems Lead
R Systems Team
Responsibilities
Plan and track the project progress
Bring in required technical and
Project delivery and deliverables sign
off
Communicate issues and escalate
when required
Cadence - daily or as decided by PM
J!t Project Level Escalation
iii&a'
MCE Project Manager
R System Lead
Program Management
Roles
MCE Di rector
MCE Project Manager
R Systems Delivery Head
R Systems Lead
Responsibilities
Monitor project delivery
Change management review and
approval
Risk, issue and escalation
management
R Systems Boomi Practice review and
oversight of delivery
Cadence - Weekly or bi-weekly
• R Systems has well defined
procedures for handling
escalations
• Risk, issue that is not being
addressed for over one week
needs to follow an escalation
process
lf Program Level Escalation
Director - MCE
Delivery Head - R Systems
Risk, issues not resolved within 1 week
Steering Committee
Roles
MCE Executive Sponsor
R Systems Executive Sponsor
Responsibilities
Define strategic objectives
Ensure management support
Act as final issue escalation point
Cadence - Monthly
fl, Sterling Committee -!..~ Level Escalation
Executive Sponsors

10. RATE CARD AND FEES
SERVICE PROVIDER resources will be based out of India and will be available from Monday to Friday 1 AM to 10 AM PT (normal working hours). SERVICE PROVIDER will provision below resources to execute the project. Estimated hours is decided based on the scope of the project.

Resource Role Rate Head Count Estimated Effort
(Hrs)
Estimated Pricing
(USD)
Boomi Architect $ 50/Hour 1 100 $ 5,000.00
Boomi Developer $ 37/Hour 2 740 $ 27,380.00
For support beyond normal working hours (extended working hours) including Saturday and Sunday, MCE PM can plan the activity with SERVICE PROVIDER Lead to ensure personnel availability to carry out project activities. For extended working hours an additional USD 5/Hr. will be charged.

SERVICE PROVIDER will submit weekly timecards for the entire team to MCE PM which will be used to raise the monthly invoice.

Timecards will clearly state the normal and extended working hours for each day the services was provided.

Estimated pricing for the project is USD 32,380.00
MCE may provide prior written authorization for SERVICE PROVIDER to incur expenses on behalf of MCE for the Services pursuant to this agreement, after which MCE will reimburse SERVICE PROVIDER upon submission of receipts to verify the expenses. Unless pre-approved in writing by MCE, SERVICE PROVIDER is responsible for all expenses of providing the Services and MCE will not reimburse expenses of SERVICE PROVIDER.

Invoices shall be submitted monthly on a Net 30 Days basis.

10.1. KEY INDIVIDUALS
• Dhirendra Varshney, Head – Packaged Services
• Murali Mani, Director - Practice Lead, iPaaS & API Management

STATEMENT OF WORK
Schedule A.21
Statement of Work for Customer Relationship Management (“CRM”) This Schedule A.21 is entered into as of March 7, 2025 (“Schedule A.21”) pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE", and R SYSTEMS INTERNATIONAL LIMITED, hereinafter referred to as “Contractor” dated April 9, 2021, as amended March 7, 2022, March 16, 2023, March 19, 2024, June 27, 2024, August 2, 2024, and March 7, 2025 (“MSA”).

Contractor will provide the following services as requested and directed by MCE Vice President of Technology and Analytics, up to the maximum time/fees allowed under this Statement of Work:

Continue to implement the next phase of CRM for MCE, as detailed in Attachment Q Attached as Attachment Q is the technical scope of work for this request. In the event there is any conflict between the Terms of this MSA and Attachment Q regarding the services and the relationship between the Parties, the Terms of this MSA shall govern and control the rights and obligations of MCE and Contractor.

Billing:

Contractor shall bill monthly on a time and materials basis and according to the rate schedule listed in Exhibit B of the MSA for hours performed. In no event shall the total cost to MCE for the services provided under this Statement of Work exceed the maximum sum of $620,400 for the term of this Statement of Work. In no event shall the total cost to MCE for the services provided under all statements of work between Contractor and MCE exceed the contract amount set forth in Section 3 of the MSA, as amended.

Term of Statement of Work:

This Statement of Work shall commence on April 1, 2025, and shall terminate on March 31, 2026.

IN WITNESS WHEREOF, the parties have executed this Statement of Work -- Schedule A.21 on the date first above written. .

APPROVED BY
Marin Clean Energy: Contractor:

By: By: __________________________________
Title: Title: ________________________________
Date: _________________________________ Date: ________________________________ •
Attachment Q
Technical Scope of Work for Customer Relationship Management (CRM) Contractor will hereinafter be referred to as “Implementer”, “R Systems”, “our” and/or “we” and MCE will hereinafter be referred to as “User”, “you” and/or “your”.

1.1 Maintenance of existing CRM System
The requirements will be implemented in concurrence with Agile methodology framework.

1.1.1 Project Standard Operating Procedures
The following section will define roles and responsibilities of Implementer for the Project ▪ We will create user stories based on the requirements shared by MCE ▪ We will follow Source Code versioning standards as defined by MCE ▪ Our team will be responsible for Code reviews before deployments ▪ We will be responsible for Solution Design, development activities, unit testing ▪ We will ensure adherence to Salesforce coding standards and subsequent coding best practices ▪ Deployment to be undertaken by the Implementer along with publishing a consolidated list of deployment artefacts at end of each sprint/release/deployment
▪ MCE Business Team to provide written user acceptance testing sign-off prior to Production deployment ▪ We will provide following set of documents at the time of Project completion including but not limited to:
• Technical Implementation details
• Architectural Limitations details (if any)
• Deployment Document
• Change Log
▪ We will provide 2 weeks of Post Go Live warranty support ▪ MCE to provide Project Completion Certificate Post Go Live ▪ We will provide user training as required by MCE

1.1.2 MCE Responsibilities
MCE should provide the following to enable successful delivery:
• Provide development and QA sandboxes
• Validate and sign off acceptance criteria for each story • Establish a bug tracking interface and turnaround cadence • Publish a fully detailed test case repository on any tool as chosen by MCE • Publish a passing percentage report for each sprint increment

1.2 General Scope and Deliverable
CRM Setup & Security
The Salesforce setup will encompass the following artifacts:
a. User Profiles & Permission Sets
Profiles in Salesforce defines the tasks an authorized user can perform in the system. It also controls what data they can or cannot see. Permission Sets open additional access that is required by only a specific sub-set of users underneath a common / different profile(s).
b. User Roles
The Implementer will modify the user role hierarchy structure in Salesforce, as needed. Role Hierarchy can be used with Organization-Wide Security settings to determine the levels of access that users have to your CRM org’s data. Roles within the hierarchy affect access on key components such as records and reports. c. User Credentials
The Implementer will modify each user to unique username, password, and Profile, as needed. This deliverable will include creating Salesforce Users for identified MCE Resources. d. Organization-Wide Security
The org-wide sharing defaults will set the baseline access for records. This allows controlling visibility of record rows based on Record Ownership. It allows controlling access to an Object’s records by setting them as Full control to Owner, Read Only for Everyone except Owner, Read Write for Everyone, etc. It also allows opening record access to Salesforce users above the Owner in the Role Hierarchy.

Document Deliverables & User Trainings
The Implementer will work with MCE staff to support the preparation of the following:
• Business Requirement Document - This will document the User Stories for each Major Deliverable.

The Implementer will provide the following:
• Solution Design Document - This document will include:
▪ Technical Implementation
▪ Architectural Limitations
• Deployment Document - This document will include the Pre and Post Deployment steps to take for successfully deploying the changes to the Production CRM Environment.

The Implementer will also conduct the following Trainings for MCE Administrators:
• Managing the Salesforce Environment
• Onboarding and Offboarding Salesforce Users
The Implementer will conduct the following Trainings for identified MCE users to help them understand and familiarize themselves with the system. MCE will be responsible for providing the list of users.

1.3 Specific Technical Deliverables
Implementer will provide the following deliverables in Sprints, based upon priority from top to bottom:

High level CRM deliverables. Specific deliverables will be tracked using Asana. • Maintenance of existing system, to the standards required by MCE • Support of existing features
• Enhancement of existing and new functionality
• Additional Customer Programs Onboarding
• Additional Program Implementation Partners Onboarding, including API development, customization and enhancements • Re-factoring of objects and APEX and standardization of CRM Architecture • Decommissioning of deprecated Salesforce Process builders and Conversion to appropriate solution • Deployment of the solution using MCE’s preferred deployment solution • Development and maintenance of modularized test automation scenarios and scripts in a tool selected by MCE • Provide dedicated support for the Marketing Cloud solution • Provide onsite development and support, during MCE office hours at MCE premises, for the CRM Solution, including resolution of issues reported by MCE’s Program Implementation Partners on CRM. • Develop, rollout and practice the CICD process as directed by MCE

1.4 Deployment
The following environment will be provisioned:

Prod Environment
The development will start in a sandbox environment and once the user acceptance training (“UAT”) is complete, all changes will be pushed into production.

DEV ENVIRONMENT
Each developer will have their own dev environment if needed and push changes daily to fullcopy sandbox, after clearing the QA.

1.4.1 Discovery Process
For each Discovery Phase R Systems will engage with a stakeholder identified by MCE. This engagement will be over daily scheduled calls between the MCE Stakeholder and R Systems at a mutually acceptable time.

MCE Stakeholders will be responsible for sharing the Business processes and Security considerations required. As part of the discussions, R Systems will document and prepare:
a) A System Requirement Specification Document (SRS) capturing the requested Business processes and Security considerations for review and approval by MCE stakeholders. This SRS will be considered as an Epic. b) Individual user stories under the Epic by breaking the SRS into small, manageable, and trackable development pieces. Each User Story will include but not be limited to:
a. Schema Changes (Custom Objects & Fields)
b. Display Layout Changes (Page Layouts)
c. Security Changes (Field Level Security, Organization Wide Sharing Settings, Profile Access, Sharing Rules) d. Business Processes (Validation Rules, Automations)
e. Acceptance Criteria which will define Definition of Done (DoD) which will be pre-signed off by the MCE Stakeholder to freeze the requirement of each ticket.
f. Each story will be recorded as a project backlog.
g. These stories will be planned for each Sprint Milestone as part of the details outlined in Section 1.3 Project Charter R Systems will be documenting the above in a Tool provided and approved by MCE. MCE stakeholder will be responsible for signing off on the Acceptance Criteria for each story documented in the tool (Jira / Asana / Trello / Any other tool proposed by MCE).

1.4.2 Quality Assurance Process
The Quality Assurance process will be R Systems responsibility. The scope of this process will include details laid out under Section 1.1.2 Quality Assurance Scope.

The following process will be followed per Sprint:
a) R Systems will develop individual user stories defined in the Discovery Phase in Developer Sandboxes and perform unit testing to ensure that the stories meet the defined Acceptance Criteria. b) R Systems will then deploy changes for individual user stories to QA Sandbox thereby making these changes available for R Systems QA team to validate.
c) R Systems will deploy the QA completed user stories into the User Acceptance Test (UAT) Environment. d) MCE’s UAT team will test these deployed user stories as per the UAT scope and ensure that all the parameters laid out under the Acceptance criteria are met.
e) In case any deviation is identified, UAT Team will raise appropriate Bug / Enhancement Tickets for the Development team to fix either as part of the current Sprint or as part of the upcoming Sprint. f) Once all laid out parameters for the story are met, the UAT Team will be responsible to mark the Story as UAT Complete g) Any Change Requests identified during UAT Testing, will be logged as a separate User Story (Enhancement), and will be placed in the Project Backlog. R Systems will be responsible to perform Effort estimations to evaluate if it can be absorbed as part of this project’s scope or taken up as a future project.

1.4.3 Project Planning & Coordination
At project kick-off, R Systems will engage all the stakeholders responsible for implementation of the project. The stakeholders including MCE’s designee will be involved in the initial project planning and shall be kept in consultation and with information while monitoring the progress and refining the plans and documents across different phases in consultation. The R Systems Project Manager will be responsible for managing the activities identified during Discovery and support R Systems in the execution of the project and for coordinating the response to the queries raised by R Systems during the project.

1.4.4 Project Tracking & Reporting
Following communication mechanism will be used for regular and effective tracking of project progress. a) Daily Scrum Calls
R Systems team will conduct a daily scrum call and involve respective MCE business stakeholders to resolve impediments (if any) on as needed basis.
b) Weekly & Monthly Status Report
R Systems team will publish a weekly & a monthly status report to all stakeholders from R Systems and MCE providing the following details:
• Dashboard of progress against planned activities with original schedule, overruns, reasons for overruns and revised schedule (if required)
• Milestones achieved in previous week, with plan for the next week • Problems encountered, corrective actions taken, and outstanding problems • Change request tracking, risk identification, analysis, mitigation and contingencies

Before this test can begin, the following activities would need to be completed beforehand:
• Conversion & migration of existing data to new system that serves two purposes, viz. validating data conversion and testing via real data
• Creation of user acceptance test (UAT) case
• Use of bug tracking system to log and monitor identified bugs. Test cases would be repeated till the program successfully passes the test cases
• Creation of Test Report and a joint review meet by R Systems, at the conclusion of UAT phase, to discuss the UAT Report • All bugs will be resolved prior to UAT completion. Successful completion of a UAT marks acceptance of the Request Tracking system, and any other new implementations

1.4.6 Knowledge Transfer & Training
The R Systems Project Manager along with the team will perform a knowledge transfer to MCE. The knowledge transfer will involve:
 Delivering a written comprehensive plan that outlines all elements of the knowledge transfer  Providing MCE representatives access to all development, testing, staging, and other environments needed to support the Salesforce enhancements
 Providing MCE IT Staff training on Salesforce enhancements at the conclusion of each iteration cycle and no less than one training session a month.
• Providing execution and control status of knowledge transfer at the end of each development sprint cycle/iteration. As requested by MCE Director of Technology and Analytics, R Systems will provide execution and control status of knowledge transfer in weekly status reports
• Delivering a written report along with a presentation to MCE on lessons learned on the knowledge transfer process • Ensuring a successful knowledge transfer to MCE at the end of each iteration. Successful completion of knowledge transfer requires a formal MCE acceptance in writing. A successful knowledge transfer includes delivery of desk procedures, user guides on software updates, maintenance, and operations

1.5 High Level Project Schedule
Throughout the work scope, there will be multiple sprints where each sprint will focus on delivering a predefined and agreed set of features.

Each sprint will be of Two weeks duration. The sprint will include:
• Story Boarding/Task Planning • Solution/Feature Development • Test Deployment • User Demo

1.6 Assumptions
• MCE will assign appropriate contact(s) to participate on-need basis. The contact(s) should be able to understand the project purpose, make decisions related to requirements, provide & facilitate access to necessary individuals & information within MCE, and to approve final deliverables
• MCE will provide necessary and sufficient access to software applications and network for this effort • The Solution is based on the provided Requirement document • As part of the best practice recommended by Salesforce, Implementer will be leveraging Out of the Box (OOB) functionality • Any customization needs to be approved by both MCE's CRM Lead. • The Solution Design consideration should be 90% OOB and only 10% customization. Any deviation should require proper discussion, impacts, and email approval from MCE.
• Test Coverage for customization should be minimum 95% • All User stories should be captured in Asana
• Implementation should be by using Agile Methodology
• Complete implementation will happen by using Lightning Web Component (LWC) • Following Sandbox, will be provided for implementation o 1 (Partial Copy) Sandbox will be available for DEV
o 1 (Partial Copy) Sandbox will be available for QA
o 1 (Full Copy Sandbox) will be available for UAT.

1.7 Cost
Includes design and implementation.

Offshore and onsite engagement
Name Hours Total
Onsite Tech Support Lead 40 hours/week $110
Offshore CRM developer 1 40 hours/week $35
Offshore CRM developer 2 40 hours/week $35
Offshore CRM developer 3 40 hours / week $35
Offshore Marketing Cloud
developer
40 hours/week $35
Offshore CRM lead 40 hours/week $35
Offshore Salesforce Technical
Lead
20 hours/week $55
Offshore Automation Tester 40 hours / Week $25
2 Duration
The term of this SOW begins on April 1, 2025 and ends on March 31, 2026. Any change in project duration, resource requirement, and scope will be subject to change request to be mutually discussed, agreed, and approved in writing by MCE and Implementer.

MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 1 of 23

MASTER SERVICES AGREEMENT

BY AND BETWEEN

MARIN CLEAN ENERGY AND R SYSTEMS INTERNATIONAL LIMITED
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into on April 9, 2021 by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) with principal office at 1125 Tamalpais Avenue, San Rafael, CA 94901 and R Systems International Limited, an Indian corporation with principal office at C-40, Sector 59, Noida 201307 UP India and United States address at: 5000 Windplay Drive, El Dorado Hills, CA 95762 (hereinafter referred to as “Contractor”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

WHEREAS, MCE desires to retain Contractor to provide the services described in statements of work (“Statement of Work”) to be agreed by the Parties, in form and substance as set forth on Exhibit A attached hereto, and which shall be considered Schedules hereto; Each Statement of Work executed by and between the Parties are made a part hereof (“Services”); WHEREAS, Contractor desires to provide the Services to MCE; NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES:

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

2. FEES AND PAYMENT SCHEDULE; INVOICING:

The fees and payment schedule for furnishing Services under this Agreement shall be based on a time and materials basis and as further set forth in Exhibit B and by this reference incorporated herein. The hourly rates in Exhibit B shall remain in effect for the entire term of the Agreement (“Term”). The hourly rates in Exhibit B are exclusive of any applicable sales tax or GST which shall be added on the invoices. MCE will pay the applicable fees after MCE reviews and accepts the itemized invoices provided by Contractor for a particular Statement of Work on a monthly basis for services rendered the month prior. Contractor will bill MCE based on the number of hours expended on a Statement of Work for that month, however MCE will not be obligated to pay the applicable fees unless and until MCE Manager of Technology and Analytics has accepted the weekly Deliverables (as set forth in each Statement of Work and attachments thereto) delivered during the invoiced month. Invoices submitted by Contractor shall be considered as accepted and final in case there is no objection by MCE, in writing, within twenty-one business (21) days from the date of submission of the invoice. Contractor shall provide MCE with Contractor’s Federal Tax I.D. number prior to submitting the first invoice. Contractor is responsible for billing MCE in a timely and accurate manner. Contractor shall email invoices to MCE on a monthly basis for any Services rendered or expenses incurred hereunder. Fees and expenses invoiced beyond ninety (90) days will not be reimbursable. The final invoice must be submitted within thirty (30) days of completion of the stated scope of services or termination of this Agreement. MCE will process payment for undisputed invoiced amounts within thirty (30) days after acceptance of the applicable Deliverables.

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $550,000.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2021 (“Effective Date”) and shall terminate on March 31, 2022, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor represents, warrants and covenants that (a) it is a corporation duly organized, validly existing and in good standing under the laws of India, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits, schedules and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 2 of 23 and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits, schedules and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit, schedule and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

5.2. RIGHTS AND AUTHORITY. Contractor represents, warrants and covenants that the Services and Deliverables will not: (i) infringe any third-party patent, copyright, trademark, trade secret, or other proprietary right, (ii) contain viruses or other malicious code that will degrade or infect any Deliverables, products, services, software, or MCE’s network or systems and (iii) the Deliverables are not governed, in whole or in part, by an Excluded License. “Excluded License” means any software license requiring, as a condition of use, modification, or distribution that the software or other software combined or distributed with it be (i) disclosed or distributed in source code form, (ii) licensed to make derivative works, or (iii) redistributable at no charge.

5.3. COMPLIANCE WITH APPLICABLE LAW: At all times during the Term and the performance of the Services, Contractor shall comply with all applicable federal, state and local laws, regulations, ordinances and resolutions (“Applicable Law”)

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

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

5.6. PERFORMANCE ASSURANCE: Regardless of the specific Services provided, Contractor shall also maintain any performance assurances as may be reasonably requested by MCE during the performance of the Services.

5.7. SAFETY: At all times during the performance of the Services, Contractor represents, warrants and covenants that it shall:
(a) abide by all applicable federal and state Occupational Safety and Health Administration requirements and other applicable federal, state, and local rules, regulations, codes and ordinances to safeguard persons and property from injury or damage;
(b) abide by all applicable MCE security procedures, rules and regulations and cooperate with MCE security personnel whenever on MCE’s property;
(c) abide by MCE’s standard safety program contract requirements as may be provided by MCE to Contractor from time to time;
(d) provide all necessary training to its employees, and require Subcontractors to provide training to their employees, about the safety and health rules and standards required under this Agreement; (e) have in place an effective Injury and Illness Prevention Program that meets the requirements all applicable laws and regulations, including but not limited to Section 6401.7 of the California Labor Code. Additional safety requirements (including MCE’s standard safety program contract requirements) are set forth elsewhere in the Agreement, as applicable, and in MCE’s safety handbooks as may be provided by MCE to Contractor from time to time;
(f) be responsible for initiating, maintaining, monitoring and supervising all safety precautions and programs in connection with the performance of the Agreement; and
(g) monitor the safety of the job site(s), if applicable, during the performance of all Services to comply with all applicable federal, state, and local laws and to follow safe work practices.

5.8. BACKGROUND CHECKS:
(a) Contractor hereby represents, warrants and covenants that any employees, members, officers, contractors, Subcontractors and agents of Contractor (each, a “Contractor Party,” and, collectively, the “Contractor Parties”) having or requiring access to MCE’s assets, premises, customer property (“Covered Personnel”) shall have successfully passed background screening on each such individual, prior to receiving access, which screening may include, among other things to the extent applicable to the Services, a screening of the individual’s educational background, employment history, valid driver’s license, and court record for the seven (7) year period immediately preceding the individual’s date of assignment to perform the Services.

DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 3 of 23 (b) Notwithstanding the foregoing and to the extent permitted by applicable law, in no event shall Contractor permit any Covered Personnel to have one or more convictions during the seven (7) year period immediately preceding the individual’s date of assignment to perform the Services, or at any time after the individual’s date of, assignment to perform the Services, for any of the following (“Serious Offense”): (i) a “serious felony,” similar to those defined in California Penal Code Sections 1192.7(c) and 1192.8(a), or a successor statute, or (ii) any crime involving fraud (such as, but not limited to, crimes covered by California Penal Code Sections 476, 530.5, 550, and 2945, California Corporations Code 25540), embezzlement (such as, but not limited to, crimes covered by California Penal Code Sections 484 and 503 et seq.), or racketeering (such as, but not limited to, crimes covered by California Penal Code Section 186 or the Racketeer Influenced and Corrupt Organizations (“RICO”) Statute (18 U.S.C. Sections 1961‐ 1968)).
(c) To the maximum extent permitted by applicable law, Contractor shall maintain documentation related to such background and drug screening for all Covered Personnel and make it available to MCE for audit if required pursuant to the audit provisions of this Agreement.
(d) To the extent permitted by applicable law, Contractor shall notify MCE if any of its Covered Personnel is charged with or convicted of a Serious Offense during the term of this Agreement. Contractor shall also immediately prevent that employee, representative, or agent from performing any Services.

5.9. FITNESS FOR DUTY: Contractor shall ensure that all Covered Personnel report to work fit for their job. Covered Personnel may not consume alcohol while on duty and/or be under the influence of drugs or controlled substances that impair their ability to perform the Services properly and safely. Contractor shall, and shall cause its Subcontractors to, have policies in place that require their employees, contractors, subcontractors and agents to report to work in a condition that allows them to perform the work safely. For example, employees should not be operating equipment under medication that creates drowsiness.

5.10. QUALITY ASSURANCE PROCEDURES (REQUIRED IF CHECKED ☒). Contractor shall comply with the Quality Assurance Procedures and requirements as established in any Statement of Work.

Additionally, Quality Assurance Procedures must include, but are not limited to: (i) industry standard best practices; and (ii) procedures that ensure Measure functionality, customer satisfaction, and that the Minimum Qualifications are satisfied

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

5.12. ACCESS TO CUSTOMER SITES (REQUIRED IF CHECKED ☐). Contractor shall be responsible for obtaining any and all access rights for Contractor Parties, from customers and other third parties to the extent necessary to perform the Services.

Contractor shall also procure any and all access rights from Contractor Parties, customers and other third parties in order for MCE and CPUC employees, representatives, agents, designees and contractors to inspect the Services.

6. INSURANCE:

At all times during the Term and the performance of the Services, Contractor shall maintain the insurance coverages set forth below. All such insurance coverage shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to MCE. The general liability policy shall be endorsed naming Marin Clean Energy and its employees, directors, officers, and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to MCE prior to commencement of Services. Certificate(s) of insurance must be current as of the Effective Date, and shall remain in full force and effect through the Term. If scheduled to lapse prior to termination date, certificate(s) of insurance must be automatically updated before final payment may be made to Contractor. Contractor shall provide thirty (30) days’ advance written notice to MCE of any cancellation or reduction in coverage; failure to provide such notice will be a material breach of this Agreement and MCE may immediately terminate this Agreement or take other actions in its discretion. Insurance coverages shall be payable on a per occurrence basis only, except those required by Section 6.4 which may be provided on a claims-made basis consistent with the criteria noted therein.

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

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

6.1. GENERAL LIABILITY. The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than two million dollars ($2,000,000) per incident with a four million dollar ($4,000,000) aggregate limit. “Marin Clean DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 4 of 23 Energy” shall be named as an additional insured on the commercial general liability policy and the certificate of insurance shall include an additional endorsement page (see sample form: ISO - CG 20 10 11 85).

6.2. AUTO LIABILITY (REQUIRED IF CHECKED ☒). Where the Services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said Services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000) and in aggregate. This liability will only be applicable when automobile use is required for performing Services under applicable Statement of Work.

6.3. WORKERS’ COMPENSATION. The Contractor acknowledges that the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, it shall comply with this requirement and a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to MCE prior to commencement of Services in compliance with applicable law.

6.4. PROFESSIONAL LIABILITY INSURANCE (REQUIRED IF CHECKED ☒). Contractor shall maintain professional liability insurance with a policy limit of not less than $1,000,000 per incident and $2,000,000 USD in aggregate. If the deductible or self-insured retention amount exceeds $100,000, MCE may ask for evidence that Contractor has segregated amounts in a special insurance reserve fund, or that Contractor’s general insurance reserves are adequate to provide the necessary coverage and MCE may conclusively rely thereon. Coverages required by this subsection may be provided on a claims-made basis with a “Retroactive Date” prior to the Effective Date. If the policy is on a claims-made basis, coverage must extend to a minimum of twelve (12) months beyond termination of this Agreement. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a “retroactive date” prior to the Effective Date, Contractor must purchase “extended reporting” coverage for a minimum of twelve (12) months after termination of this Agreement.

6.5. PRIVACY AND CYBERSECURITY LIABILITY (REQUIRED IF CHECKED ☒). Contractor shall maintain privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs) of at least $1,000,000 US per occurrence and $2,000,000 USD in aggregate.

7. OMITTED.

8. SUBCONTRACTING:

The Contractor shall not subcontract nor assign any portion of the work required by this Agreement without prior, written approval of MCE, except to R Systems, Inc. which is Contractor’s subsidiary or for any subcontract work expressly identified in each Statement of Work and attachments thereto. If Contractor hires a subcontractor under this Agreement (a “Subcontractor”), Subcontractor shall be bound by all applicable terms and conditions of this Agreement, and Contractor shall ensure the following:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, each Statement of Work and attachments thereto.

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

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

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

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

Contractor shall be solely responsible for ensuring its Subcontractors’ compliance with the terms and conditions of this Agreement made applicable above and to collect and maintain all documentation and current evidence of such compliance. Upon request by MCE, Contractor shall promptly forward to MCE evidence of same. Nothing contained in this Agreement or otherwise stated between the Parties DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 5 of 23 shall create any legal or contractual relationship between MCE and any Subcontractor, and no subcontract shall relieve Contractor of any of its duties or obligations under this Agreement. Contractor's obligation to pay its Subcontractors is an independent obligation from MCE’s obligation to make payments to Contractor. As a result, MCE shall have no obligation to pay or to enforce the payment of any monies to any Subcontractor.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

Contractor shall keep and maintain on a current basis full and complete records and documentation pertaining to this Agreement and the Services, whether stored electronically or otherwise, including, but not limited to, valuation records, accounting records, documents supporting all invoices, employees’ time sheets, receipts and expenses, and all customer documentation and correspondence (the “Records”). MCE shall have the right, during regular business hours, to review and audit all Records during the Term and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on Contractor's premises or, at MCE's option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written request from MCE.

Contractor shall refund any monies erroneously charged. Contractor shall have an opportunity to review and respond to or refute any report or summary of audit findings, and shall promptly refund any overpayments made by MCE based on undisputed audit findings.

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

10.1. DEFINITION OF “MCE DATA”. “MCE Data” shall mean all data or information provided by or on behalf of MCE, including but not limited to, customer Personal Information; energy usage data relating to, of, or concerning, provided by or on behalf of any customers; all data or information input, information systems and technology, software, methods, forms, manuals, and designs, transferred, uploaded, migrated, or otherwise sent by or on behalf of MCE to Contractor as MCE may approve of in advance and in writing (in each instance); account numbers, forecasts, and other similar information disclosed to or otherwise made available to Contractor. MCE Data shall also include all data and materials provided by or made available to Contractor by MCE’s licensors, including but not limited to, any and all survey responses, feedback, and reports subject to any limitations or restrictions set forth in the agreements between MCE and their licensors. “Confidential Information” under this Agreement shall have the same meaning as defined in the Marin Clean Energy Non-Disclosure Agreement between the Parties dated July 13, 2020.

10.2. DEFINITION OF “PERSONAL INFORMATION”. “Personal Information” includes but is not limited to the following: personal and entity names, e-mail addresses, addresses, phone numbers, any other public or privately-issued identification numbers, IP addresses, MAC addresses, and any other digital identifiers associated with entities, geographic locations, users, persons, machines or networks. Contractor shall comply with all applicable federal, state and local laws, rules, and regulations related to the use, collection, storage, and transmission of Personal Information.

10.3. MCE DATA SECURITY MEASURES. Prior to Contractor receiving or having access to any MCE Data, Contractor shall comply, and at all times thereafter continue to comply, in compliance with MCE’s Data security policies set forth in MCE Policy 009 (available upon request) and MCE’s Advanced Metering Infrastructure (AMI) Data Security and Privacy Policy (“Security Measures”) and pursuant to MCE’s Confidentiality provisions in Section 5 of the Marin Clean Energy Non-Disclosure Agreement between the parties dated July 13, 2020, and as set forth in MCE Policy 001 - Confidentiality. MCE’s Security Measures and Confidentiality provisions require Contractor to adhere to reasonable administrative, technical, and physical safeguard protocols to protect the MCE’s Data from unauthorized handling, access, destruction, use, modification or disclosure.

10.4. CONTRACTOR DATA SECURITY MEASURES. Additionally, Contractor shall, at its own expense, adopt and continuously implement, maintain and enforce reasonable technical and organizational measures consistent with the sensitivity of Personal Information and Confidential Information including, but not limited to, measures designed to (1) prevent unauthorized access to, and otherwise physically and electronically protect, the Personal Information and Confidential Information, and (2) protect MCE content and MCE Data against unauthorized or unlawful access, disclosure, alteration, loss, or destruction.

10.5. RETURN OF MCE DATA. Promptly after this Agreement or a Statement of work terminates or expires, and for each Statement of work, (i) Contractor shall securely destroy all MCE Data in its possession and certify the secure destruction in writing to MCE, and (ii) each Party shall return (or if requested by the disclosing Party, destroy) all other Confidential Information and property of the other (if any), provided that Contractor’s attorney shall be permitted to retain a copy of such records or materials solely for legal purposes.

10.6. OWNERSHIP AND USE RIGHTS.
a) MCE Data. Unless otherwise expressly agreed to in writing by the Parties, MCE shall retain all of its rights, title and interest in MCE’s Data.

DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 6 of 23 b) Intellectual Property. Unless otherwise expressly agreed to in writing by the Parties, any and all materials, information, or other intellectual property created, prepared, accumulated or developed by Contractor or any Contractor Party under this Agreement (“Intellectual Property”), including finished and unfinished inventions, processes, templates, documents, drawings, computer programs, designs, calculations, valuations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, manuals, visual materials, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith, shall be owned by MCE on behalf and for the benefit of MCE’s respective customers. MCE shall have the exclusive right to use Intellectual Property in its sole discretion and without further compensation to Contractor or to any other party upon payment of all applicable undisputed invoices as per section 2 of this Agreement. Contractor shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request.

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

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

11. FORCE MAJEURE:

Neither Party shall be responsible for delays or failures in performance resulting from unforeseen acts of God, strikes, lockouts, riots, acts of war, and government regulations (collectively, a “Force Majeure Event”) where the Party seeking to excuse its performance has used commercially reasonable efforts to ensure its ability to perform despite a Force Majeure Event, including having and maintaining a commercially reasonable business continuity program. A Party that is unable to perform due to a Force Majeure Event must give the other Party prompt notice but no less than three (3) business days after it becomes aware of or reasonably believes it will be unable to perform due to a Force Majeure Event. If as a consequence of Force Majeure, performance by a Party under this Agreement is prevented for a period longer than one (1) month, then the other Party shall have the right to terminate this Agreement without penalties, provided however, MCE will be obligated to pay for any Services it has received and accepted prior to the date the Agreement is terminated.

12. TERMINATION:

12.1. Breach; Convenience. Either party may terminate this Agreement or any Statement of Work if the other party is in material breach of any of its obligations under this Agreement and has not cured the breach within thirty (30) days of written notice specifying the breach. MCE may terminate this Agreement or any Statement of work for any reason by giving Contractor thirty (30) calendar days’ written notice. Further, MCE may terminate this Agreement including any Statement of Work immediately by providing notice if Contractor: (a) breaches its confidentiality obligations or (b) files for bankruptcy, becomes insolvent or makes an assignment for the benefit of its creditors.

12.2. Effect. In the event of termination not the fault of Contractor, Contractor shall be paid for Services performed to the date of termination and accepted in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods covered in the Agreement, amendment(s), or schedules. Notwithstanding anything contained in this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Services. Contractor shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 7 of 23 cancellation or termination charges by MCE under this Section 12, Contractor shall have delivered to MCE any and all reports, drawings, documents and deliverables prepared for MCE before the effective date of such cancellation or termination.

12.3. Changes. This Agreement shall be subject to changes, modifications, or termination by order or directive of the California Public Utilities Commission (“CPUC”). The CPUC may from time to time issue an order or directive relating to or affecting any aspect of this Agreement, in which case MCE shall have the right to change, modify or terminate this Agreement in any manner to be consistent with such CPUC order or directive. MCE may also terminate this Agreement or any Statement of Work if funding for this Agreement or any Statement of Work is reduced or eliminated by a third-party funding source.

12.4. Transition. Upon MCE’s termination of this Agreement or any Statement of Work for any reason, Contractor shall, and shall cause each Contractor Party to, bring the Services to an orderly conclusion as directed by MCE. Contractor and each Contractor Party shall vacate the worksite but shall not remove any material, plant or equipment thereon without the approval of MCE.

MCE, at its option, may take possession of any portion of the Services paid for by MCE.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Contractor and may not be transferred or assigned without the express prior written consent of MCE except to R Systems, Inc. which is Contractor’s subsidiary.

14. AMENDMENT; NO WAIVER:

This Agreement may be amended or modified only by written agreement of the Parties. Failure of either Party to enforce any provision or provisions of this Agreement will not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.

15. DISPUTES:

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

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California. Neither Party will claim lack of personal jurisdiction or forum non conveniens in these courts. Contractor agrees that MCE may serve process on its California subsidiary, R Systems Inc.

17. INDEMNIFICATION:

17.1 Indemnification. Contractor agrees to indemnify, defend, and hold MCE, its employees, officers, and agents, (collectively “MCE Indemnified Parties”), harmless from any and all liabilities including, but not limited to, litigation costs and attorney's fees arising from any and all Claims and losses to anyone who may be injured or damaged by reason of Contractor’s negligence, recklessness or willful misconduct in the performance of this Agreement or any Statement of Work. Additionally, Contractor will defend, indemnify, and hold MCE Indemnified Parties harmless from and against all Claims to the extent such Claims arise out of or relate to:
(A) Contractor’s breach of Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.7, 5.8, 5.9 and Section 10, (B) Contractor’s infringement, misuse, or misappropriation of third-party intellectual property or proprietary rights, or (C) Contractor’s non-compliance with applicable laws, rules, or regulations. “Claim(s)” means any and all (1) third-party claims, actions, demands, lawsuits, or proceedings and (2) damages, costs (including reasonable fees of attorneys and other professionals), or liabilities of any kind (including any fine, penalty, judgement or order issued by a governmental, regulatory or judicial body), in each case arising out of that third party claim, action, demand, lawsuit, or proceeding.

17.2 Additional Remedies. In addition to all other remedies available to MCE, if use of services or Deliverables under this Agreement or any Statement of Work is enjoined or injunction is threatened, Contractor, at its expense, will notify MCE and immediately (i) procure for MCE the right to continue using such services and Deliverables, or (ii) replace or modify such services and Deliverables so that they are noninfringing and useable to MCE’s satisfaction. If Contractor does not comply with this Section 17.2, then in addition to any amounts reimbursed under this Section 17, Contractor will refund all amounts paid by MCE for infringing services and Deliverables and pay reasonable costs to transition Services to a new supplier.

18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

19. INVOICES; NOTICES:

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

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

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

Contractor: R Systems International Limited
Address: C-40, Sector 59, Noida 201307 UP India
Email Address: [email protected]
Telephone No.:

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

This Agreement along with the attached Exhibits marked below constitutes the entire Agreement between the Parties. In the event of a conflict between the terms of this Agreement and the terms in any of the following Exhibits, the terms in this Agreement shall govern. ☒ Check applicable Exhibits CONTRACTOR’S INITIALS MCE’S INITIALS EXHIBIT A. ☒ Form of Statement of Work
EXHIBIT B. ☒ Fees and Payment
Schedule
A.1 ☒
Statement of Work for Data
Analytics Platform (“DAP”)
Schedule
A.2 ☒
Statement of Work for Customer
Relationship Management
(“CRM”)
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MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 9 of 23

21. SEVERABILITY:

Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not invalidate the whole of this Agreement, but rather, the remainder of the Agreement which can be given effect without the invalid provision, will continue in full force and effect and will in no way be impaired or invalidated.

22. INDEPENDENT CONTRACTOR:

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

23. TIME:

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

24. THIRD PARTY BENEFICIARIES:

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

25. FURTHER ACTIONS:

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

26. PREPARATION OF AGREEMENT:

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

27. COUNTERPARTS:

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

28. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY:

28.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR OTHER DIRECT OR

INDIRECT DAMAGES, INCLUDING LOST PROFITS OR LOST GOODWILL, WHETHER ARISING FROM CONTRACT OR NEGLIGENCE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

28.2 Notwithstanding anything contained under this Agreement, each Party’s maximum aggregate liability for damages (including attorney’s fees and any other costs and expenses related to the collection of such damages), shall be limited to the total fees paid by MCE to Contractor under this Agreement for each approved Statement of Work, for which damages are alleged within twelve (12) calendar months period prior to the action resulting in said damages.

28.3 The limitations in Sections 28.1 and 28.2 do not apply to Contractor’s indemnification obligations; breach of confidentiality, privacy and security obligations; failure to comply with applicable laws as set forth in Section 5.3; or fraud, willful or intentional misconduct or gross negligence.

29. SOLICITATION OF EMPLOYEES:

During the term of this Agreement and continuing for two (2) years thereafter, both MCE and Contractor mutually agree not to hire, contract, or solicit the employment of any current or previous employee of either party who has been involved with this Agreement or performance hereunder, either indirectly or directly, unless a period of twelve (12) months has elapsed from the last date that such employee was employed by either MCE or Contractor as the case may be, without the prior written authorization of their respective companies, provided, however, that this Section 29 shall not restrict general advertisements of employment or the rights of any employee of one party, on that employee’s own initiative, or in response to general advertisements, to seek employment from the other party and under such circumstances, for the other party to hire such employee.

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

APPROVED BY
Marin Clean Energy:

By: __________________________________
CONTRACTOR:

By: __________________________________
DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 10 of 23 Name: _______________________________
Title: _________________________________
Date: _________________________________
By: __________________________________
Chairperson
Date: ________________________________
Name: _______________________________
Title: _________________________________
Date: ________________________________

MODIFICATIONS TO STANDARD SHORT FORM MASTER SERVICES AGREEMENT ☒ Standard Short Form Master Services Agreement Content Has Been Modified List sections affected: __ 2, 3, 5.1, 5.6, 5.10, 6, 7, 8, 10.3, 10.5, 10.6(b), 11, 12, 13, 15, 16 and 17; added section 5.2, 12.4,

17.2, 28, and 29________________________________________________________________________________________ Approved by MCE Counsel: ___________________________________________ Date: _______________ DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 4/9/2021
4/12/2021
CEO
Dawn Weisz
4/12/2021
mandeep sodhi
COO
DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B 4/13/2021
I DocuSigned by:
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MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 11 of 23 Exhibit A
Form of Statement of Work
Schedule A.__
Statement of Work for [Describe Work]
This Schedule A.__ is entered into on [Date] pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE", and R SYSTEMS, INTERNATIONAL LIMITED, hereinafter referred to as "Contractor”, dated April 1, 2021 (“MSA”).

Billing:

Contractor shall bill upon completion of each milestone after MCE has accepted the deliverables within that milestone. In no event shall the total cost to MCE for the services provided under this Statement of Work exceed the maximum sum of $[____] for the term of this Statement of Work. In no event shall the total cost to MCE for the services provided under all statements of work between Contractor and MCE exceed the contract amount set forth in Section 3 of the MSA.

Term of Statement of Work:

This Statement of Work shall commence on April 1, 2021 and shall terminate on March 31, 2022.

IN WITNESS WHEREOF, the parties have executed this Statement of Work – Schedule A.__ on the date first above written.

APPROVED BY
Marin Clean Energy:

By: __________________________________
Title: _________________________________
Date: _________________________________
Contractor:

EXHIBIT B

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

Contractor will bill MCE on a time and materials basis based on the number of hours expended on the Project for the previous month according to the following rate schedule:

Salesforce Developer $34/hour
Senior Salesforce Developer $35/hour
BI Engineer $35/hour
Data Engineer $35/hour
Visualization Developer $35/hour
Onsite Salesforce Developer $110/hour
Solution Architect/PM $140/hour
Marketing Cloud Blended Support $75/hour
Contractor will provide monthly invoices with the following details:
o Approved Time Sheets
o Total Hours Spent by each member
o Project Deliverables achieved during each billing cycle.

Contractor will bill MCE based on the number of hours expended on the Project for the previous month, however MCE will not be obligated to pay the applicable fees unless and until MCE Manager of Technology and Analytics has reviewed and approved each detailed, monthly invoice.

In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $550,000 for the term of the Agreement.

The First Agreement between MCE and Contractor dated August 3, 2020 is terminated as of April 1, 2021.

Contractor will provide the following services as requested and directed by MCE Manager of Technology and Analytics, up to the maximum time/fees allowed under this Statement of Work:
 Implement phase 2 of Data Analytics Platform for MCE
Attached as Attachment A is the technical scope of work for this request. In the event there is any conflict between the Terms of this MSA and Attachment A regarding the services and the relationship between the Parties, the Terms of this MSA shall govern and control the rights and obligations of MCE and Contractor.

Billing:

Contractor shall bill monthly on a time and materials basis and according to the rate schedule listed in Exhibit B of the MSA for hours performed. In no event shall the total cost to MCE for the services provided under this Statement of Work exceed the maximum sum of $60,000 for the term of this Statement of Work. In no event shall the total cost to MCE for the services provided under all statements of work between Contractor and MCE exceed the contract amount set forth in Section 3 of the MSA.

Term of Statement of Work:

This Statement of Work shall commence on April 1, 2021 and shall terminate on March 31, 2022.

IN WITNESS WHEREOF, the parties have executed this Statement of Work – Schedule A.1 on the date first above written.

APPROVED BY
Marin Clean Energy:

By: __________________________________
Title: _________________________________
Date: _________________________________
Contractor:

By: __________________________________
Name: _______________________________
Date: ________________________________
DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 4/12/2021
CEO
4/12/2021
COO
DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 14 of 23 Statement of Work
Schedule A.2
Statement of Work for Customer Relationship Management (“CRM”) This Schedule A.2 is entered into on April 1, 2021 pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE" and R Systems, International Limited, hereinafter referred to as "Contractor,” dated April 1, 2021 (“MSA”).

The Second Agreement between MCE and Contractor dated November 30, 2020 is terminated as of April 1, 2021.

Contractor will provide the following services as requested and directed by MCE Manager of Technology and Analytics, up to the maximum time/fees allowed under this Statement of Work:
 Implement phase 2 of CRM System
Attached as Attachment B is the technical scope of work for this request. In the event there is any conflict between the Terms of this MSA and Attachment B regarding the services and the relationship between the Parties, the Terms of this MSA shall govern and control the rights and obligations of MCE and Contractor.

Billing:

Term of Statement of Work:

This Statement of Work shall commence on April 1, 2021 and shall terminate on March 31, 2022.

IN WITNESS WHEREOF, the parties have executed this Statement of Work – Schedule A.2 on the date first above written.

APPROVED BY
Marin Clean Energy:

By: __________________________________
Title: _________________________________
Date: _________________________________
Contractor:

1.1 Major milestones for the Phase-2

1. Data Ingestion
a. Customer data ingestion
b. SMD Usage data ingestion (Share my data from PG&E)
c. Billing data ingestion
d. PG&E Blue bills (Monthly Energy Statements)
e. Gas Data ingestion and processing
f. Spatial dataset ingestion
g. BI Environment creation and report generation
h. Ad-hoc data ingestion

2. ETL data pipeline
a. Interval/Usage data Transformation logic (3 days window for Usage data) b. XML Data modeling
c. Create the ETL job using PySpark.
d. Test the ETL job end to end.
e. The ETL Data pipeline will

3. Azure Databricks (Provision on demand)
a. Analyze Cost effectiveness of Azure Databricks (Provision on demand) b. Design the flow using ADF to launch Azure Data Bricks on demand and shut it down when pipeline finished running.This will save the compute cost.

4. Data warehouse (Synapse)
a. Create tables and views for the folloing data:
i. Customer data
ii. SMD date
iii. Billing data
iv. PG&E Blue bills
b. Utilize Azure Synapse as serverless service to usitlize pay-per-use.

5. Job Monitoring
a. Robust metadata and auditing log tables.
b. Monitoring design for both Customer and Usage Job.
c. The metrics could be but not limited to:
i. How many jobs ran in a time window?
ii. Job Status : Which Job failed or succeeded.
iii. ETL job execution time and detail.

Resource plan
Not all the team member will be working full time except the Azure Engineers.

2.1 R Systems Resources
The primary responsibilities of the roles are described herein, but it is also understood that the individuals will not be limited to the stated responsibilities but will be required to take up other appropriate tasks and responsibilities as the project demands.

Role Role Description Responsibilities
Data Engineer
Will have 5-10 years of experience in
working with ETL data pipelines on-prem
and cloud. 2+ years of experience working
with Azure data platform including ADLS
and Azure Data warehouse.

Configure, install, develop, deploy and
schedule Data pipeline in-line with designed
Azure architecture and infrastructure. Job
design review sessions and performance
recommendations. Also, Perform ETL and do
data validation
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MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 16 of 23 Project Manager
10+ years of experience in project
management for ETL and Data projects.

Manage and guide data to day activities of
the project and give status to the Product
owner.

2.2 Assumption
 Adding/removing resource will require 2 weeks of notice period.  For Customer 4013
Files will be copied from PG&E server only
There are approx. 15 Reference tables
Design will be provided by client
 SMD
Design will be provided by client

3.1 Team Composition
Here is the proposed team composition:

Team Member Number of Members
Azure Data Engineer 2
Project Manager 1

4.1 Effort for Phase-2
It will be 20 weeks of effort for the phase. And, this is T&M based project.

5.1 Cost
Includes Phase-2 design and implementation.

Offshore 20 weeks engagement
Name Hours Total
Data Engineer 1 40 hours/week $35
Data Engineer 2 20 hours/week $35
BI Engineer 20 hours/week $35
Rough estimate of total cost in 26 weeks would be:
80 hours x 40 hrs./week x 20 weeks
= $56,000
Note: The total cost of the project will not exceed more than $56,000, assuming there is no change request. Any change request will be approved by MCE and R Systems project manager.

Phase-2 will be T&M based project. As per estimation, this phase will be of 20 weeks.

Add-on resources
In case more resources are needed besides two data engineers and one project manager, those can be added as need basis as mentioned in the rate card below:

Resource Hourly rate
Data Engineer $35
Visualization Developer $35
DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 17 of 23 Payment Terms
R Systems will invoice MCE for all time expended at the agreed upon hourly rate and plus actual travel and living expenses. Any travel and/or living expenses needed by Contractor to perform the Services herein require MCE’s approval prior to the expense being incurred. Client will be billed monthly.

5.1 Change Request Form

CHANGE REQUEST FORM
Change Description
Project Name: MCE DAP Change Name: Number:

Requested By: Contact: Date:

Description of Change:

Reason for Change:

Priority [Circle One]: 1. High 2. Medium 3. Low
Impact on Deliverables:

Impact of Not Responding to Change (and Reason Why):

Date Needed: Approval of Request: Date:

Change Impact
Tasks/Scope Affected:

Cost Evaluation:

Risk Evaluation:

Additional Resources:

Duration:

Impact on Deadline:

Comments:

Sign Offs
[Circle One]: 1. Accepted 2. Deferred 3. Rejected 4. More Info Requested Comments:

Project Manager Signature: Date:

Decision Maker Signature: Date:

1.1 Project Lifecycle
This Project will be implemented in concurrence with Agile methodology framework.

1.1.1 Project Standard Operating Procedures
The following section will define roles and responsibilities of Implementer for the Project  We will create user stories based on the requirements shared by MCE  We will follow Source Code versioning standards as defined by MCE  Our team will be responsible for Code reviews before deployments  We will be responsible for Solution Design, development activities, unit testing  We will ensure adherence to Salesforce coding standards and subsequent coding best practices  Deployment to be undertaken by the Implementer along with publishing a consolidated list of deployment artefacts at end of each sprint
 MCE Business Team to provide written user acceptance testing sign-off prior to Production deployment  We will provide following set of documents at the time of Project completion including but not limited to:
 Technical Implementation details
 Architectural Limitations details (if any)
 Deployment Document
 Change Log
 We will provide 2 weeks of Post Go Live warranty support  MCE to provide Project Completion Certificate Post Go Live  We will provide user training as required by MCE

1.1.2 Quality Assurance Scope
The responsibility for Quality Assurance will be with MCE which should include but not limited to:
 Validate and sign off acceptance criteria for each story  Smoke and Sanity checks at end of each deployment cycle  Regression testing at point of delivery of each sprint increment  Establish a bug tracking interface and turnaround cadence  Publish a fully detailed test case repository on any tool as chosen by MCE  Publish a passing percentage report for each sprint increment

1.2 General Scope and Deliverable
CRM Setup & Security
The Salesforce setup will encompass the following artifacts:
d. User Profiles & Permission Sets
Profiles in Salesforce defines the tasks an authorized user that can perform in the system. It also controls what data they can or cannot see. Permission Sets open additional access that is required by only a specific sub-set of users underneath a common / different profile(s).

The Implementer will build upon the basic structure created in Phase 1 to be more specific, as needed, per MCE’s requirements. e. User Roles
The Implementer will modify the user role hierarchy structure in Salesforce, as needed. Role Hierarchy can be used with Organization-Wide Security settings to determine the levels of access that users have to your CRM org’s data. Roles within the hierarchy affect access on key components such as records and reports.
f. User Credentials
The Implementer will modify each user to unique username, password, and Profile, as needed. This deliverable will include creating Salesforce Users for identified MCE Resources.

The Implementer will build upon the basic structure created in Phase 1 to be more specific, as needed, per MCE’s requirements.

Powerpath Instance Migration To CRM
 R Systems will continue the work started in Phase 1 to complete the integration of POWERPATH into the CRM, functionality and data migration.
 Review POWERPATH Architecture for future enhancements to work seamlessly with other changes. This involves analysis of how POWERPATH is setup and capturing / identifying the Data Points captured by Aiqueous. These will be documented for replication in CRM system
 Production Migration & Go-Live plan and documentation SalesForce Marketing Cloud Integration
As part of this project, the Implementer will perform real time integration of Marketing Cloud with Salesforce to allow it to reference the data stored natively in Salesforce objects of Accounts, Leads, Contacts and other Custom objects for running the Campaigns. The integration will be done using third party integration tools that MCE will procure.

R Systems will implement the following Marketing Cloud functionality  Campaigns & Metrics  Custom Fields – Birthdays/Anniversaries & Bounce Data/Reasons  Leads & Contacts  Accounts & Person Accounts
 Custom Objects
The implementation will include the following Marketing Cloud components:
 Journey Builder
 Advertising Studio Professional
 Email Studio
 Mobile Studio
 Datorama Reports
Document Deliverables & User Trainings
The Implementer will provide the following documentation as part of this implementations:
 Business Requirement Document
This will document the User Stories for each Major Deliverable.  Solution Design Document
This document will include:
- Technical Implementation
- Architectural Limitations
 Deployment Document
This document will include the Pre and Post Deployment steps to take for successfully deploy the changes to the Production CRM Environment.

The Implementer will also conduct the following Trainings for MCE Administrators:
 Managing the Salesforce Environment
 Onboarding and Offboarding Salesforce Users
 Setup Salesforce Surveys
 Setup Formstack forms
The Implementer will conduct the following Trainings for identified MCE Users to help them understand and familiarize themselves with the system. MCE will be responsible to provide the list of users DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Short Form Master Services Agreement (Updated 1/29/2021) Agreement – MCE & R Systems International Limited Page 20 of 23

1.3 Specific Technical Deliverables
Implementer will provide the following deliverables in Sprints:
 Top 250 Customers: Modify current implementation to use actual energy usage as a criterion for this report  Train users on all new features and provide documentation for those features as they are implemented during sprints  Data Migration from Calpine CRM
o Identify data that is currently managed and hosted by Calpine. At a minimum, at this time we know that this will include:
 Data that is one-to-one with the Account and/or Service Agreement, such as MCE Product and Opt-In Date  Repeating related data, such as Activities, Tasks, Notes, Contacts o Implement MCE CRM architecture
o Identify statuses and fields that needs to be changed o Extract Calpine data
 Product Opt-in and Opt-Out dates
 Contacts that are only in the Calpine CRM
 Migrate from 4013 Customer data in the MCE data warehouse as needed, to support new and modified functionality  Migrate and integrate customer usage data
 Migrate or link to data specific to customer billing, including pdfs of customer bills  When needed, restructure data structure in the CRM architecture to support new and modified functionality, to include remigration of data if needed
 Up to 10 Dashboards with Metrics (only based on available data in MCE CRM and within CRM limits)  Up to 15 reports (only based on available data in MCE CRM and within CRM limits)  Set up complex Roles and permissions to support different groups of users having different data access needs, including within departments, as needed
 Set up new Account Record types, with different data sets within objects, as needed  PMP Migration to Production and Integration to other teams  Migrate activity data for all Accounts
 Create Custom Component to show more than 8 columns for the historical data  Field level history tracking for beyond 18 months of history for other objects  Marketing Cloud integration to CRM (Service Cloud Setup to Marketing Cloud)  Bidirectional updates between MCE’s CRM and MCE’s data warehouse (Leveraging middleware tool like Mulesoft/Boomi)  Setup customer energy profiles
 R Systems will design a process by which new contacts that are communicated to the CRM through automated means (i.e.

Formstack) do not direcly create Contact records, but rather are set to be procssed by MCE to determine if these are new or exisitng Contacts.
 Modify current DW to CRM integration to account for the correct interpretations of “Closed” accounts  Analyze and implement a method to make visible to the end-user customers’ changes for Opt-In, Opt-out, Opt-up, and Opt-down

1.4 Deployment
For Phase 2 the following environment will be provisioned:

PROD ENVIRONMENT
The development will start in a sandbox environment and once the user acceptance training (“UAT”) is complete, all changes will be pushed into production.

DEV ENVIRONMENT
Each developer will have their own dev environment if needed and push changes daily to fullcopy sandbox.

R Systems will be documenting the above in a Tool provided and approved by MCE. MCE stakeholder will be responsible for signing off on the Acceptance Criteria for each story documented in the tool (Jira / Asana / Trello / Any other tool proposed by MCE).

1.4.2 Quality Assurance Process
The Quality Assurance process will be MCE’s Responsibility. The scope of this process will include details laid out under Section 1.1.2 Quality Assurance Scope.

The following process will be followed per Sprint:
a) R Systems will develop individual user stories defined in the Discovery Phase in Developer Sandboxes and perform unit testing to ensure that the stories meet the defined Acceptance Criteria. b) R Systems will then deploy changes for individual user stories to QA Sandbox thereby making these changes available for MCE’s QA team to validate.
c) MCE’s QA team will test these deployed user stories as per the QA scope and ensure that all the parameters laid out under the Acceptance criteria are met.
d) In case any deviation is identified, QA Team will raise appropriate Bug / Enhancement Tickets for the Development team to fix either as part of the current Sprint or as part of the upcoming Sprint. e) Once all laid out parameters for the story are met, the QA Team will be responsible to mark the Story as QA Complete f) Any Change Requests identified during QA Testing, will be logged as a separate User Story (Enhancement), and will be placed in the Project Backlog. R Systems will be responsible to perform Effort estimations to evaluate if it can be absorbed as part of this project’s scope or taken up as a future project.

1.4.5 User Acceptance Testing
The testing will be based on an acceptance test plan, prepared by the MCE Technology and Analytics team and other designated members. The prime objective of user acceptance testing is to allow the users to test the complete Request Tracking Systems (RTS) built on Salesforce ensure that it satisfies the business objectives and requirements that were originally mentioned in the RFO and validated later during phase one with the users. The users are responsible for testing the application; the role of R Systems’ team is to support. Before this test can begin, the following activities would need to be completed beforehand:
 Conversion & migration of existing data to new system that serves two purposes, viz. validating data conversion and testing via real data
 Creation of user acceptance test (UAT) case
 Use of bug tracking system to log and monitor identified bugs. Test cases would be repeated till the program successfully passes the test cases
 Creation of Test Report and a joint review meet by R Systems, at the conclusion of UAT phase, to discuss the UAT Report  All bugs will be resolved prior to UAT completion. Successful completion of a UAT marks acceptance of the Request Tracking system, and any other new implementations

1.4.6 Knowledge Transfer & Training
For all 14 weeks of the R Systems Project Manager along with the team will perform a knowledge transfer to MCE. The knowledge transfer will involve:
 Delivering a written comprehensive plan that outlines all elements of the knowledge transfer  Providing MCE representatives access to all development, testing, staging, and other environments needed to support the Salesforce enhancements
 Providing MCE IT Staff training on Salesforce enhancements at the conclusion of each iteration cycle and no less than one training session a month.
 Providing execution and control status of knowledge transfer at the end of each development sprint cycle/iteration. As requested by MCE Manager of Technology and Analytics, R Systems will provide execution and control status of knowledge transfer in weekly status reports
 Delivering a written report along with a presentation to MCE on lessons learned on the knowledge transfer process  Ensuring a successful knowledge transfer to MCE at the end of each iteration. Successful completion of knowledge transfer requires a formal MCE acceptance in writing. A successful knowledge transfer includes delivery of desk procedures, user guides on software updates, maintenance, and operations

1.5 High Level Project Schedule
The CRM implementation will be delivered in 14 Weeks, with five sprints where each sprint will focus on delivering a predefined and agreed set of features. Each sprint will be of Two weeks duration. The sprint will include:
 Story Boarding/Task Planning  Solution/Feature Development  Test Deployment  User Demo

1.6 Assumptions
 MCE will assign appropriate contact(s) to participate on-need basis. The contact(s) should be able to understand the project purpose, make decisions related to requirements, provide & facilitate access to necessary individuals & information within MCE, and to approve final deliverables
 MCE will provide necessary and sufficient access to software applications and network for this effort  The Solution is based on the provided Requirement document  As part of the best practice recommended by Salesforce, Implementer will be leveraging Out of the Box (OOB) functionality  Any customization needs to be approved by both MCE's Manager of Technology and Analytics and R Systems.

DocuSign Envelope ID: EA5A026D-8E1A-4F8C-ACF3-40D29E0FF1C2 DocuSign Envelope ID: 733A5806-E6F8-4832-85F6-00E8E7B1432B MCE Standard Form Amendment Page 1 of 2

FIRST AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND R SYSTEMS INTERNATIONAL LIMITED
This FIRST AMENDMENT TO MASTER SERVICES AGREEMENT is made and entered into on March 7, 2022, by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and R SYSTEMS INTERNATIONAL LIMITED (hereinafter referred to as “Contractor”).

RECITALS
WHEREAS, MCE and Contractor entered into a Master Services Agreement on April 9, 2021 to implement phases of the Data Analytics Platform and Customer Relationship Manager Platform (“MSA”); and WHEREAS, Section 3 and Exhibit B to the MSA provided for Contractor to be compensated in an amount not to exceed $550,000 for the services described within the statements of work therein; and WHEREAS, the parties desire to amend the MSA to increase the contract amount by $700,000 for total consideration not to exceed $1,250,000; and
WHEREAS, Section 4 of the MSA stated the MSA shall terminate on March 31, 2022; and WHEREAS, the parties desire to amend the MSA to extend the time of the MSA; NOW, THEREFORE, the parties agree to modify Section 3, Section 4, and Exhibit B as set forth below.

MSA

1. Section 3 is hereby amended to read as follows:

MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $1,250,000.

2. Section 4 is hereby amended to read as follows:

TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2021 ("Effective Date”) and shall terminate on March 31, 2023, unless earlier terminated pursuant the terms and conditions set forth in Section 12.

3. The last sentence of Exhibit B is hereby amended to read as follows:

In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $1,250,000 for the term of the Agreement.

4. Except as otherwise provided herein all terms and conditions of the MSA shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this FIRST AMENDMENT TO MASTER SERVICES AGREEMENT on the day first written above.

MARIN CLEAN ENERGY: CONTRACTOR:

By: [mCESignerSignature] By: [counterpartySignerSignature] DocuSign Envelope ID: 84799956-E5D7-4425-9DFF-EB57A5725FF8 DocuSign Envelope ID: 9C729FC3-0B78-46BF-844F-102B8605C5E5 MCE Standard Form Amendment Page 2 of 2
Date: [mCESignerDateField] Date: [counterpartySignerDateField] CHAIRPERSON:

By:[mCEChairpersonSignature]
Date: [mCEChairpersonDateField]
DocuSign Envelope ID: 84799956-E5D7-4425-9DFF-EB57A5725FF8 3/7/2022
3/9/2022
DocuSign Envelope ID: 9C729FC3-0B78-46BF-844F-102B8605C5E5 3/18/2022
I DocuSigned by:
~F1
MCE Standard Form Amendment Page 1 of 2

SECOND AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND R SYSTEMS INTERNATIONAL LIMITED
This SECOND AMENDMENT is made and entered into on March 16, 2023, by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and R SYSTEMS INTERNATIONAL LIMITED (hereinafter referred to as “Contractor”).

RECITALS
WHEREAS, MCE and Contractor entered into an agreement on April 9, 2021, and subsequently amended on March 7, 2022, to implement phases of the Data Analytics Platform and Customer Relationship Manager Platform (“Agreement”); and
WHEREAS, Section 3 and Exhibit B to the Agreement, as amended, provided for Contractor to be compensated in an amount not to exceed $1,250,000 for the services described within the statements of work therein; and
WHEREAS, the parties desire to amend the Agreement to increase the contract amount by $500,000 for total consideration not to exceed $1,750,000; and
WHEREAS, Section 4 of the Agreement stated the Agreement shall terminate on March 31, 2023; and WHEREAS, the parties desire to amend the Agreement to extend the time of the Agreement; NOW, THEREFORE, the parties agree to modify Section 3, Section 4, and Exhibit B as set forth below.

AGREEMENT

1. Section 3 is hereby amended to read as follows:

MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $1,750,000.

2. Section 4 is hereby amended to read as follows:

TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2021 (Effective Date”), and shall terminate on March 31, 2024, unless earlier terminated pursuant the terms and conditions set forth in Section 12.

3. The last sentence of Exhibit B is hereby amended to read as follows:

In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $1,750,000 for the term of the Agreement.

DocuSign Envelope ID: F1543FEF-4A8A-465C-AF34-6AA50C18CFEF DocuSign Envelope ID: 39CAB5CA-A733-4372-A8EE-E4CB6CB20749 MCE Standard Form Amendment Page 2 of 2

4. Except as otherwise provided herein all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this SECOND AMENDMENT TO THE MASTER SERVICES AGREEMENT on the day first written above.

MARIN CLEAN ENERGY: CONTRACTOR:

By: [mCESignerSignature_bvHNsgG] By: [counterpartySignerSignature_r9bIPiU] Date: [mCESignerDateField_kTdWiZP] Date: [counterpartySignerDateField_ZmQHciu] Chairperson:

By:[mCEChairpersonSignature]
Date: [mCEChairpersonDateField]
DocuSign Envelope ID: F1543FEF-4A8A-465C-AF34-6AA50C18CFEF 3/20/2023
3/20/2023
DocuSign Envelope ID: 39CAB5CA-A733-4372-A8EE-E4CB6CB20749 3/26/2023
ldDocuSigned by:
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MCE Standard Form Amendment Page 1 of 2

THIRD AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND R SYSTEMS INTERNATIONAL LIMITED
This THIRD AMENDMENT is made and entered into on by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and R SYSTEMS INTERNATIONAL LIMITED (hereinafter referred to as “Contractor”).

RECITALS
WHEREAS, MCE and Contractor entered into an agreement on April 9, 2021, and subsequently amended on March 7, 2022 and March 16, 2023, to implement phases of the Data Analytics Platform and Customer Relationship Manager Platform (“Agreement”); and
WHEREAS, Section 3 and Exhibit B to the Agreement, as amended, provided for Contractor to be compensated in an amount not to exceed $1,750,000 to implement phases of the Data Analytics Platform and Customer Relationship Manager Platform described within the statements of work therein; and WHEREAS, the parties desire to amend the Agreement to increase the contract amount by $318,000 for total consideration not to exceed $2,068,000; and
WHEREAS, Section 4 of the Agreement stated the Agreement shall terminate on March 31, 2024; and WHEREAS, the parties desire to amend the Agreement to extend the time of the Agreement; NOW, THEREFORE, the parties agree to modify Section 3, Section 4, and Exhibit B as set forth below.

AGREEMENT

1. Section 3 is hereby amended to read as follows:

MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $2,068,000.

2. Section 4 is hereby amended to read as follows:

TERM OF AGREEMENT:

This Agreement shall commence on April 1, 2021 ("Effective Date”), and shall terminate on March 31, 2025, unless earlier terminated pursuant the terms and conditions set forth in Section 12.

3. The last sentence of Exhibit B is hereby amended to read as follows:

In no event shall the total cost to MCE for the Services provided herein exceed the maximum sum of $2,068,000 for the term of the Agreement.

4. Except as otherwise provided herein all terms and conditions of the Agreement shall remain in full force and effect.

DocuSign Envelope ID: AB2135DB-FC2B-4E64-9DAF-14DDF2362F73 MCE Standard Form Amendment Page 2 of 2
IN WITNESS WHEREOF, the parties hereto have executed this THIRD AMENDMENT TO THE MASTER SERVICES AGREEMENT on the day first written above.

MARIN CLEAN ENERGY: CONTRACTOR:

By: By: [sig|req|signer1]
Date: Date: [date|req|signer1]
DocuSign Envelope ID: AB2135DB-FC2B-4E64-9DAF-14DDF2362F73 Vicken Kasarjian
3/19/2024 3/19/2024
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OocuSlg ned by:
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ACC4B8FA2E834F3 ...
r-:-DocuSigned by:

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MCE Standard Form Amendment Page 1 of 1

FOURTH AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND R SYSTEMS INTERNATIONAL LIMITED
This FOURTH AMENDMENT is made and entered into on [ysjaa0x_________], by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and R SYSTEMS INTERNATIONAL LIMITED (hereinafter referred to as “Contractor”).

RECITALS
WHEREAS, MCE and Contractor entered into an agreement on April 9, 2021, and amended on March 7, 2022, March 16, 2023, and March 19, 2024, to implement phases of the Data Analytics Platform and Customer Relationship Manager Platform (“Agreement”); and
WHEREAS, Section 3 and Exhibit B to the Agreement provided for Contractor to be compensated in an amount not to exceed $2,068,000 to implement phases of the Data Analytics Platform and Customer Relationship Manager Platform services described within the scope therein; and WHEREAS, the parties desire to amend the Agreement to increase the contract amount by $81,500 for total consideration not to exceed $2,149,500;
NOW, THEREFORE, the parties agree to modify Section 3, and Exhibit B as set forth below.

AGREEMENT

1. Section 3 is hereby amended to read as follows:

MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $2,149,500.

2. The last sentence of Exhibit B is hereby amended to read as follows:

In no event shall the total cost to MCE for the services provided herein exceed the maximum sum of $2,149,500 for the term of the Agreement.

3. Except as otherwise provided herein all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this FOURTH Amendment on the day first written above.

MARIN CLEAN ENERGY: CONTRACTOR:

By: [98udond_____________________] By: [x5aeii1_____________________] Date: [jjmy358_________] Date: [18pbqoc_________]
DocuSign Envelope ID: A5BA4DB5-7868-4601-B5A9-7DA05F1C5B51 6/27/2024
6/27/2024
6/27/2024
MCE Standard Form Amendment Page 1 of 2

FIFTH AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND R SYSTEMS INTERNATIONAL LIMITED
This FIFTH AMENDMENT is made and entered into on August 2, 2024 by and between MARIN CLEAN R SYSTEMS INTERNATIONAL LIMITED (hereinafter

RECITALS
WHEREAS, MCE and Contractor entered into an agreement on April 9, 2021, which was subsequently amended on March 7, 2022, March 16, 2023, March 19, 2024 and June 27, 2024, to implement phases of MCE's Data Analytics Platform and Customer Relationship Manager Platform WHEREAS, Section 3 and Exhibit B to the Agreement, as amended, provided for Contractor to be compensated in an amount not to exceed $2,149,500 to implement phases of MCE's Data Analytics Platform and Customer Relationship Manager Platform described within the statements of work therein; and WHEREAS, the parties desire to amend the Agreement to increase the contract amount by $200,000 for total consideration not to exceed $2,349,500;
NOW, THEREFORE, the parties agree to modify Section 3 and Exhibit B as set forth below.

AGREEMENT

1. Section 3 is hereby amended to read as follows:

MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $2,349,500. 2. The last sentence of Exhibit B is hereby amended to read as follows:

In no event shall the total cost to MCE for the Services provided herein exceed the maximum sum of $2,349,500 for the term of the Agreement.

3. Except as otherwise provided herein all terms and conditions of the Agreement shall remain in full force and effect.

Docusign Envelope ID: 62E7908E-FA93-44D1-A648-E19398E097D8 ENERGY (hereinafter referred to as "MCE") and
referred to as "Contractor'').
("Agreement"); and
MCE Standard Form Amendment Page 2 of 2
IN WITNESS WHEREOF, the parties hereto have executed this FIFTH AMENDMENT TO THE MASTER SERVICES AGREEMENT on the day first written above.

MARIN CLEAN ENERGY: CONTRACTOR:

By: [mCESignerSignature_bvHNsgG] By: [counterpartySignerSignature_r9bIPiU] Date: [mCESignerDateField_kTdWiZP
Chairperson:

By:[mCEChairpersonSignature]
Date: [mCEChairpersonDateField]
]
Date: [counterpartySignerDateField_ZmQHciu]
Docusign Envelope ID: 62E7908E-FA93-44D1-A648-E19398E097D8 Mandeep Sodhi
8/5/2024 8/21/2024
IA
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DocuSigned by:
8/5/2024
2025 MCE Board Offices and Committee Rosters

BOARD OFFICES
Chair: Shanelle Scales-Preston, County of Contra Costa
Vice Chair: Gabe Quinto, City of El Cerrito
Treasurer: Maira Strauss, MCE Vice President of Finance Secretary: Dawn Weisz, MCE Chief Executive Officer

BOARD OFFICES SELECTION 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 (Updated 2.3.25)

1. Max Perrey, Chair

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

3. Cindy Darling City of Walnut Creek

4. Maika Llorens Gulati

5. Devin Murphy
City of San Rafael
City of Pinole

6. Laura Nakamura

7. Gabe Quinto
City of Concord
City of El Cerrito

8. Mathew Salter

9. Shanelle Scales-Preston
Town of Ross
County of Contra Costa

10.Sally Wilkinson City of Belvedere
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. 4 Article IV, Section 1(c) of MCE’s Operating Rules and Regulations. 3 Article V, Section 1 of MCE’s Operating Rules and Regulations; California Government Code § 53607. 2 Article V, Section 1 of MCE’s Operating Rules and Regulations. 1 Section 4.13.1 of MCE Joint Powers Agreement.

Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
1125 Tamalpais Avenue, San Rafael, CA 94901
2300 Cl yton Road, Suit 1150, Concord, CA 94520
(888) 632-3674
mceCleanEnergy.org
TECHNICAL COMMITTEE (Updated 2.5.25)

1. Devin Murphy, Chair City of Pinole

2. Dion Bailey

3. Gina Dawson
City of Hercules
City of Lafayette

4. Charles Palmares

5. Gabe Quinto
City of Vallejo
City of El Cerrito
MCE Technical Committee Overview
Scope
The scope of the MCE Technical Committee is to explore, discuss and provide direction or approval on issues related to electricity supply, distributed generation, greenhouse gas emissions, energy efficiency, procurement risk management and other topics of a technical nature.

Frequent topics include electricity generation technology and procurement, greenhouse gas accounting and reporting, energy efficiency programs and technology, energy storage technology, net energy metering tariff, local solar rebates, electric vehicle programs and technology, Feed-in Tariff activity and other local development, Light Green, Deep Green and Local Sol power content planning, long term integrated resource planning, regulatory compliance, MCE’s Energy Risk Management Policy (ERMP), procurement risk oversight, and other activity related to the energy sector. The MCE Technical Committee reviews and discusses new technologies and potential application by MCE.

Authority
• Approval of and changes to MCE’s Net Energy Metering Tariff • Approval of and changes to MCE’s Feed in Tariff
• Approval of annual greenhouse gas emissions level and related reporting • Approval of MCE procurement pursuant to Resolution 2018-03 or its successor • Approval of MCE procurement-related certifications and reporting, including the Power Content Label
• Approval of contracts with vendors for technical programs or services, energy efficiency program or services and procurement functions or services • Approval of power purchase agreements
• Approval of adjustments to power supply product offerings • Approval of the Integrated Resource Plan
• Receipt of reports from the Risk Oversight Committee (ROC) on at least a quarterly basis regarding the ROC’s meetings, deliberations, and any other areas of concern • Initiation of and oversight of a review of the implementation of the ERMP as necessary
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 1125 Tamalpais Avenue, San Rafael, CA 94901
2300 Clayton Road, Suite 1150, Concord, CA 94520
(888) 632-3674
mceCleanEnergy.org
• Approval of substantive changes to MCE’s Energy Risk Management Policy (ERMP), including periodic review of the ERPM and periodic review of ERPM implementation Committee Member Selection Process
MCE strives to assemble a Technical Committee comprised of at least one county representative and one city/town representative from each county in the MCE service area.

Available seats on the Technical Committee are therefore first offered to any interested and applicable Board member whose county is not yet represented by one county and one city/town member. Interested members can be added at a meeting of the Board when it is included in the agenda.

Current Meeting Schedule
First Friday of each month at 10:00 am
March 7, 2025
TO: MCE Technical Committee
FROM: Maíra Strauss, Vice President of Finance
Greg Tillman, Associate Director of Rates
RE: Proposed Adjustment to MCE Demand Charges (Agenda Item #07) ATTACHMENTS: A. Adjustment to MCE Demand Charges FY 2025/26 Presentation B. Proposed Demand Charges
Dear Technical Committee Members:

Summary:

The MCE Implementation Plan and Statement of Intent (“Implementation Plan”) describes the policies and procedures for setting and modifying electric rates for MCE. MCE rates are typically reviewed on an annual basis as part of MCE’s budget-setting process after PG&E has made its primary annual rate update. The rate review indicates whether rate changes are warranted in consideration of MCE’s cost of service, revenue sufficiency in the fiscal year’s proposed budget, rate competitiveness, rate stability, customer understanding, efficiency and equity among customers.

MCE last increased rates effective January 1, 2023. MCE has not adjusted rates since that time because MCE has maintained revenue sufficiency and competitiveness with PG&E rates. PG&E rates increased on January 1, 2025. As reported to this Committee on February 7, 2025, MCE rates across the board are lower than PG&E generation rates. PG&E’s exit fee, or the Power Cost Indifference Adjustment (PCIA), was also updated resulting in a negative impact on customers that left PG&E service prior to 2018 causing their bills to be slightly higher (about 2% on average). The remaining, newer vintage customers’ energy costs are discounted relative to PG&E costs with the latest vintage seeing up to a 10% savings.

Based on current projections, MCE expects a slight shortfall in its operating income. The expected shortfall is the result of an 11.3% expected increase in energy procurement costs. This expected shortfall would result in an expected, albeit slight, insufficiency in rates to meet the agency’s revenue needs.

Since MCE’s most recent rate change, PG&E has significantly increased the generation demand charges for demand billed to customers. These increases are representative of the higher capacity costs required to provide generation service to electric customers. MCE demand charges have remained level, which results in a misalignment of the rates with the underlying costs and causes Empowering Our Clean Energy Future

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price signals to fail to reflect those costs to our demand-billed customers. Effective price signals which reflect the true cost of capacity, especially during the peak periods, encourage customers to reduce their maximum load during the peak periods resulting in lower costs. Following the most recent increase to PG&E rates, the demand charges in MCE rates are approximately 75% of the effective PG&E demand rates, indicating a weakening of the price signals to MCE’s largest customers.

The demand charge encourages businesses to spread their electricity use throughout the day. When businesses spread their electricity use throughout the day, California's supply of electricity is more reliable. The demand charge is calculated using the 15-minute interval in each billing month when a business uses the most electricity. To increase revenue available to mitigate our expected revenue shortfall, create a stronger price signal to reflect the underlying generation capacity costs, and maintain our rate competitiveness for MCE’s residential and small business customers, Staff is proposing to increase MCE’s demand charges for demand-billed rate classes to 95% of the current PG&E demand charges effective April 1, 2025.

Revenue and Customer Impacts
The proposed increase in MCE demand charges would generate approximately $6.8 million in revenue, equating to a revenue increase of approximately 0.8%. The proposed demand charge increase would impact less than 1% of MCE customers, or approximately 3,000, and does not affect rate classes, including residential and small business classes, which do not have demand-based charges within their applicable rates.

The proposed changes impact only those customers subscribed to rate classes which have demand-based charges, which are typically the larger agricultural, commercial and industrial customers.

These rate classes are: AG4B, AGC, B19, B20, E19, and E20. Some rate classes with demand rates include no MCE customers; these classes are excluded from the customer impact calculations. The proposed demand charges result in an average increase of approximately 4.4% on the MCE generation portion of the affected customers’ bills and 2.0% of the average overall bill. Even under the proposed rates, MCE rates remain below the PG&E generation rates.

Rate Class Estimated Current
MCE Revenue
Estimated
Increase
Estimated
Proposed MCE
Revenue
Increase %
AG4B/AGC $9,457,971 $388,959 $9,846,930 4.1%
B19 $102,155,011 $4,412,097 $106,567,108 4.3%
B20 $35,421,088 $1,379,987 $36,801,075 3.9%
E19 $2,869,935 $191,809 $3,061,745 6.7%
E20 $4,776,709 $398,271 $5,174,980 8.3%
Total $154,680,714 $6,771,123 $161,451,838 4.4%
MCE Ratesetting Cycle, Objectives and Process
Ratesetting Cycle: MCE typically adjusts its rates on an annual basis, following a process of discussion, review, and public notification. Ratesetting is usually coordinated with the annual budgeting cycle (April 1 – March 31 of the ensuing year) due to the inherent linkages between the MCE budget and MCE rates. Rates may also be adjusted off cycle, when necessary, to ensure recovery of all MCE costs.

The initial release of MCE’s proposed rates (which occurred on February 14, 2025 for this proposed increase), initiates a thirty one-day public review and comment period. If rate increases are proposed, the affected MCE customers are provided with notice of proposed rate increases with on-bill messages. Following completion of the thirty-one day public review and comment period, final rates may be adopted by the Board. Final rates may differ from the initially proposed rates due to changes in MCE’s budget, consideration of public comments received during the aforementioned review period, changes in PG&E rate forecasts, and/or other factors that may be considered by your Board.

Ratesetting Objectives: MCE has established various objectives that are considered in designing MCE rates. These ratesetting objectives are as follows:
ي Revenue sufficiency: rates must recover all expenses, debt service and other expenditure requirements, and build prudent reserves; i.e., the “revenue requirement”. ي Rate competitiveness: rates must allow MCE to successfully compete in the marketplace to retain and attract customers.
ي Rate stability: rate changes should be minimized to reduce customer bill impacts. ي Customer understanding: rates should be simple, transparent and easily understood by customers.
ي Equity among customers: rate differences among customers should be justified by differences in usage characteristics and/or cost of service. ي Efficiency: rates should encourage conservation and efficient use of electricity (e.g., off-peak vehicle charging or time-of-use load shifting).

To the extent that the objectives may be in tension with one another, the rate proposal attempts to strike an appropriate balance. For example, a cost-of-service analysis might suggest that a particular rate should be increased, but the increase might be limited in the interest of rate stability and/or rate competitiveness. In accordance with the Implementation Plan, the policy of revenue sufficiency may not be violated; however, the Board may use discretion in how the other ratesetting objectives are reflected in MCE rates.

Ratesetting Process: The ratesetting process is based on a forecast of MCE electric revenue for the coming fiscal year, determined by examining the forecast load for each rate class. The forecast includes current customers, as well as any communities expected to begin MCE service, organized by forecast monthly billing quantities expected under each rate class. Depending upon the rate class in question, billing quantities can include monthly energy usage (kWh), hourly or aggregated load profiles, peak coincident demand, and peak capacity (kW) demand during specified time-of- use periods. The forecasted billing quantities are multiplied by applicable rates to derive a forecast of revenues at current MCE rates.

The projected revenue at current rates is compared to fiscal year budget items that must be funded through such rates (the “revenue requirement”) to determine whether rate adjustments are warranted for purposes of addressing any projected surplus or deficit.

Rates are designed for the various schedules associated with each customer class in order to recover the revenue requirement allocated to that class. Rates are also evaluated for other key ratesetting considerations, such as cost competitiveness, equity among customers, peak-to-off-peak ratios, and so forth. There are currently 75 rate schedules and over 400 rate components which are adjusted during a rate change cycle.

Fiscal Impacts:

The proposed adjustments to demand charges would increase FY 2025/2026 revenue by $6.8 million, or 0.8% of current revenue.

Recommendation:

Recommend the MCE’s Board of Directors approve an adjustment of MCE demand rates to 95% of PG&E demand rates for demand-billed rate classes resulting in a revenue increase of $6.8 million, or

0.8%.

Proposed
Adjustment to
Demand Charges
Technical Committee
March 7, 2025
E
Summary
MCE Annual Rate Review
MCE Rates Are Competitive with PG&E
Proforma Indicates a Slight Revenue Deficiency
MCE Demand Charges Have Become Misaligned with PG&E Rates and Underlying Capacity Costs
Staff Recommends an Adjustment to Demand Charges
• Align demand charges to capacity costs
• Increase revenue $6.8 million (0.8%)
• No impact to residential and small business customers • Limited impact to demand-billed customers
2 Annual Rates Review
3 • MCE Last Increased Rates January 1, 2023
• Remain competitive with PG&E rates
• Rates remained sufficient through 2024
• PG&E Rates Increased on January 1, 2025
• MCE rates are lower than PG&E generation rates
• Changes to PG&E exit fee (Power Cost Indifference Adjustment) • Older vintage (prior to 2018) customers pay slight premium • Newer vintage customers receive significant discount
• Slight Revenue Shortfall
• Primarily due to 11.3% increase in supply costs
• Demand Rates Have Become Mis-Aligned
• PG&E demand rates increased to reflect higher capacity costs with no Increase to MCE demand charges
• MCE demand charges are now 75% of PG&E demand charges Proposed Adjustment
4 Objectives for the Proposed Adjustment
• Increase Revenue to Address Cost of Power and Support Revenue Sufficiency • Improve Price Signals for Capacity Costs
• Specifically focused during On-Peak Period
• Maintain Rate Competitiveness
Increase Demand Charges to 95% of PG&E Demand Charges
• Impacts Rate Classes for our Larger Agriculture, Commercial and Industrial Rates • AG4B, AGC, B19, B20, E19, & E20
MCE Rate Setting
Rate Setting Objectives
• Revenue sufficiency
• Competitiveness
• Stability
• Customer understanding
• Equity among customers
• Efficiency
Noticing Process as per MCE Implementation Plan
• Publish notice – February 14, 2025
• Allow 31 days for comment prior to Board approval
• Technical Committee proposal – recommendation to Board • Board discussion/action – March 20, 2025
5 Fiscal and Customer Impact of Proposed Change
6 • Revenue Increase is $6.8 million, or 0.8%.
• Residential and Small Business Customers (Energy Only Rates) are Unaffected • Impacts less than 1% of MCE customers (approximately 3,000) demand customers • 4.4% Increase on MCE portion of the bill, or 2% of the average overall bill Rate Class Estimated Current
MCE Revenue Estimated Increase Estimated Proposed
MCE Revenue Increase %
AG4B/AGC $9,457,971 $388,959 $9,846,930 4.1%
B19 $102,155,011 $4,412,097 $106,567,108 4.3%
B20 $35,421,088 $1,379,987 $36,801,075 3.9%
E19 $2,869,935 $191,809 $3,061,745 6.7%
E20 $4,776,709 $398,271 $5,174,980 8.3%
Total $154,680,714 $6,771,123 $161,451,838 4.4%
Recommendation
7 Recommend to MCE’s Board of Directors to approve an adjustment of MCE demand rates to 95% of PG&E demand rates for demand-billed rate classes resulting in a revenue increase of $6.8 million, or 0.8%.

Thank you!
mceCleanEnergy.org
[email protected]
FEBRUARY 14, 2025 |
MCE is proposing to adjust demand charges, effective April 1, 2025. Demand charges do not apply to residential customers.

Rate Schedule Rate Component Current Rate
($/kW)
Proposed Rate
($/kW)
AG1B Dmd Summer Maximum $ 3.99 $ 5.45
AG4B Dmd Summer Maximum $ 3.97 $ 4.70
AG4C Dmd Summer Partial Peak $ 4.19 $ 4.97
AG5B Dmd Summer Maximum $ 7.71 $ 9.13
AG5C Dmd Summer Partial Peak $ 8.65 $ 10.25
AGC Dmd Summer Peak $ 17.12 $ 21.38
B19P Dmd Summer Partial Peak $ 2.52 $ 3.16
B19P Dmd Summer Peak $ 17.19 $ 21.57
B19P Dmd Winter Peak $ 1.76 $ 2.21
B19S Dmd Summer Partial Peak $ 2.95 $ 3.73
B19S Dmd Summer Peak $ 20.33 $ 25.66
B19S Dmd Winter Peak $ 2.41 $ 3.04
B19T Dmd Summer Partial Peak $ 3.82 $ 4.84
B19T Dmd Summer Peak $ 15.28 $ 19.34
B19T Dmd Winter Peak $ 1.47 $ 1.86
B20P Dmd Summer Partial Peak $ 2.95 $ 3.70
B20P Dmd Summer Peak $ 21.49 $ 26.88
B20P Dmd Winter Peak $ 2.47 $ 3.10
B20S Dmd Summer Partial Peak $ 2.78 $ 2.98
B20S Dmd Summer Peak $ 19.20 $ 20.57
B20S Dmd Winter Peak $ 2.45 $ 2.62
B20T Dmd Summer Partial Peak $ 5.35 $ 6.81
B20T Dmd Summer Peak $ 22.41 $ 28.59
B20T Dmd Winter Peak $ 2.99 $ 3.82
E19P Dmd Summer Partial Peak $ 11.58 $ 14.62
E19P Dmd Summer Peak $ 11.58 $ 14.62
E19S Dmd Summer Partial Peak $ 13.17 $ 16.44
E19S Dmd Summer Peak $ 13.17 $ 16.44
E19T Dmd Summer Partial Peak $ 12.80 $ 16.85
E19T Dmd Summer Peak $ 12.80 $ 16.85
E20P Dmd Summer Partial Peak $ 13.57 $ 17.07
E20P Dmd Summer Peak $ 13.57 $ 17.07
E20S Dmd Summer Partial Peak $ 12.65 $ 15.62
E20S Dmd Summer Peak $ 12.65 $ 15.62
E20T Dmd Summer Partial Peak $ 16.45 $ 21.11
E20T Dmd Summer Peak $ 16.45 $ 21.11
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CONTRA COSTA I MARIN I NAPA I SOLANO
March 7, 2025
TO: MCE Technical Committee
FROM: Vicken Kasarjian, COO
RE: MCE Investment in Transmission Software Solutions (Agenda Item #08) ATTACHMENT: MCE Investment in Transmission Software Solutions.pptx Dear Technical Committee Members:

Summary:

MCE is seeking a recommendation to MCE’s Board of Directors to execute needed contracts with PG&E to own and implement a Remedial Action Scheme Project to mitigate curtailments at the Little Bear Solar Project.

Background:

Little Bear Solar Project is a 160 MW solar project in Fresno County that came online in December 2020. MCE has a Power Purchase Agreement (PPA) with Longroad Energy to purchase Portfolio Content Category 1 (PCC1) bundled renewable energy and resource adequacy (RA) from this project. Since 2021, the project has experienced significant curtailments in the California Independent System Operator (CAISO) market that has cost MCE customers over $42 Million (fig.1).

Curtailments happen when CAISO reduces the generation output of a power plant typically due to local area congestion issues. In other words, when there is not enough transmission to bring generation from remote areas to load centers, that generation gets curtailed. MCE pays for the curtailed energy even when it doesn’t get delivered to the grid. MCE must also buy additional renewable energy in the market to replace the energy that wasn’t delivered.

Fig.1
180,000
160,000
140,000
120,000
VJ 100,000 ..c
s
::E: 80,000
60,000
40,000
20,000
2021
Empowering Our Clean Energy Future

CONTRA COSTA I MARIN I NAPA I SOLANO
Little Bear Solar Project Curtailment Cost
$20 VJ
C:
$18 J
$16 ::E:
$14
$12
$10
$8
$6
$4
$2
$0
2022 2023 2024
- Curtailment cost - Replacement Cost ~ Curtailed Energy Remedial Action Scheme (RAS)
The CAISO Remedial Action Scheme (RAS) guidelines, currently referred to as special protections systems, are part of the CAISO Planning Standards and complement the existing NERC/WECC Reliability Standards to ensure reliable infrastructure development within the CAISO.

Under current CAISO protocols, transmission lines are operated at limits set by the transmission owner (in our case it is PG&E) to prevent overload on the grid and to prevent fires. In addition, the grid where the Little Bear Solar project is located is inadequate to reliably export all the new generation that has been built. For these reasons, Little Bear Solar Project is curtailed often. To mitigate these losses, MCE has been working on a solution for about three years and recently received a proposal from PG&E for ownership and implementation of a RAS. This system employs real-time monitoring and automated software logic that will “trip” (i.e. temporarily shut down) Little Bear units only when transmission lines approach the set transmission line operating limit. This targeted response will replace PG&E’s transmission operating limits provided to the CAISO’s precautionary curtailment approach with a just-in-time, controlled shutdown – allowing Little Bears to operate closer to full capacity until intervention is absolutely required. While power is still curtailed, when necessary, the precision of the RAS minimizes unnecessary curtailments.

Fiscal Impacts:

The RAS project will cost an estimated $10 Million in the first year with an expected ongoing cost of $500,000 per year for testing, maintenance, and compliance. If approved, the expenses associated with the project are expected to begin in FY 2025/26. The expected savings will come from reduced curtailments at Little Bear Solar Project and the expected payback period is 1-2 years once the RAS is operational. MCE plans to pull money from reserves to pay for this project and therefore, there should be no impact on the upcoming budget for FY 25-26.

Recommendation:

Recommend to MCE’s Board of Directors authorization for staff to:

1. Execute the needed contract(s) with PG&E to own and implement the RAS project, and

2. Transfer funds from reserves upon execution of the needed contract(s).

Transmission
Software Solutions
March 7, 2025
Technical Committee
MCE
Current Satellite View Little Bear Solar Project
• Total Capacity: 160 MW Solar PV
• Average Annual Production: 450
GWh
• Contract Start Date: December
2020
• Contract End Date: December
2040
2 Definitions
3 RAS: Remedial Action Scheme
WECC: Western Electricity Coordinating Council
NERC: North America Electrical Reliability Corporation
CAISO: California Independent System Operator
RC WEST: Reliability Coordinator West
Underbuilt Transmission system
leads to heavy curtailments for
Little Bear Solar Project
4 Panoohe ~ 1endota Line Open
Adams Tap ast. Summer Serup in effect
Firebaugh Summer Setup in effect
Little Bear Generation Dispatched
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3711,,
(
~
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l.lll l!Ul'J.
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~ GilW ri
Cost of Curtailments
5 • These curtailments have cost MCE
ratepayers over $42 million in total,
about $19 million in 2024 alone
o Actual cost impacts are even higher
due to negative pricing charged in
CAISO markets
Little Bear Solar Project Curtailment Cost
180,000 $20 V)
C:
160,000 $18 0
;.::;
__,
140,000 $16
L
120,000 $14
$12
V) 100,000 ...r:::
s $10
L 80,000
$8
60,000 $6
40,000 $4
20,000 $2
$0
2021 2022 2023 2024
- Curtailment cost - Replacement Cost ----.curtailed Energy Possible Solutions to Mitigate Curtailments
• Re-conductor under-built portions of PG&E’s 115kV and 70kV network in the Mendota area
o About $15 million was approved by CAISO for PG&E to reconductor a portion of the system but didn't solve the congestion of Little Bear • Add Storage Batteries on Little Bear Site
o There's no Resource Adequacy available in the area, making the addition of batteries economically non-viable
• Implement a Remedial Action Scheme (RAS)
o Simple software solution that doesn't require heavy infrastructure investment
o Easier to implement and maintain compared to new transmission infrastructure
6 RAS Project Overview
7 MCE has been
working with
CAISO for last
three years to
design a RAS
solution. PG&E
has put
together a
proposal for
MCE to own
and
implement this
project:

Plan and Execute RAS project: 24-36 Months
after contract is executed with PG&E
Approvals: RC West, WECC and NERC once
project is ready
Estimated cost: $10 Million
Estimated Recurring costs (maintenance,
testing, compliance): $500k per year
Recommendations
Recommendations:

1. Execute the needed contract(s) with PG&E to own and implement the RAS project, and

2. Transfer funds from reserves upon execution of the needed contract(s).
8

MCE Technical CommitteeMarch 7, 2025

MCE Technical Committee
March 7, 2025