MCE Executive Committee
November 3, 2025

MCE Executive Committee Meeting
Monday, November 3, 2025
12:00 p.m.
1125 Tamalpais Avenue, San Rafael, CA 94901
2300 Clayton Road, Suite 1500, 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/9xsdI
Phone: Dial (669) 900-9128, Meeting ID: 843 8350 8058, Passcode: 207246 Materials related to this agenda are available for physical inspection at MCE’s offices in San Rafael at 1125 Tamalpais Avenue, San Rafael, CA 94901 and in Concord at 2300 Clayton Road, Suite 1500, Concord, CA 94520.

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 10.6.25 Meeting Minutes
C.2. Proposed Fourth Amended and Restated Schedule A.1 to the Master Services Agreement with Franklin Energy Services, LLC
C.3. MCE Q1 FY 2025/26 Treasurer’s Report and Treasurer's Monthly Investment Report September 2025
Agenda Page 2 of 2
C.4. Review Draft 11.20.25 Board Agenda

6. Public Open Time on Closed Session Matter

CLOSED SESSION
Conference with Labor Negotiator
Agency Designated Representative: Executive Committee Chair Unrepresented Employee: Chief Executive Officer
Public Employee Performance Evaluation: Chief Executive Officer

7. Roll Call/Quorum

8. Resolution 2025-06 Establishing the Annual Compensation for the Chief Executive Officer (Discussion/Action)

9. Committee & Staff Matters (Discussion)

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

DRAFT

MCE EXECUTIVE COMMITTEE MEETING MINUTES
Monday, October 6, 2025
12:00 P.M.

Present: Stephanie Andre, City of Larkspur
Eli Beckman, Town of Corte Madera, left at 1:36 p.m.

Barbara Coler, Town of Fairfax
Cindy Darling, City of Walnut Creek
Maika Llorens Gulati, City of San Rafael
Devin Murphy, City of Pinole
Laura Nakamura, City of Concord
Max Perrey, City of Mill Valley, Chair
Gabriel Quinto, City of El Cerrito
Shanelle Scales-Preston, County of Contra Costa
Sally Wilkinson, City of Belvedere
Staff
& Others: Jared Blanton, VP of Public Affairs
Jesica Brooks, Lead Board Clerk and Executive Assistant John Dalessi, Pacific Energy Advisors
Jenn Green, Manager of Customer Programs
CB Hall, Principal Power Procurement Manager
Vicken Kasarjian, Chief Operations Officer
Caroline Lavenue, Legal Counsel II
Tanya Lomas, Board Clerk Associate
Catalina Murphy, General Counsel
Ashley Muth, Internal Operations Associate
Justine Parmelee, VP of Internal Operations
Mike Rodriguez-Vargas, Internal Operations Assistant
Dan Settlemyer, Internal Operations Associate
Taylor Sherman, IT Analyst
Maíra Strauss, VP of Finance
Dawn Weisz, Chief Executive Officer

1. Roll Call
Chair Perrey called the regular Executive Committee meeting to order at 12:02p.m. with quorum established by roll call.

2. Board Announcements (Discussion)
Comments were made by Directors Murphy and Scales-Preston.

3. Public Open Time (Discussion)
Comments were made by members of the public, Ken Strong and Jody Timms.

DRAFT

4. Report from Chief Executive Officer (Discussion)
CEO, Dawn Weisz, introduced this item and addressed questions from Committee members.

5. Consent Calendar (Discussion/Action)
C.1 Approval of 8.28.25 Meeting Minutes
C.2 Resolution 2025-05 Chevron Grant Fund Acceptance
C.3 Draft 10.16.25 Board Retreat Agenda
Chair Perrey opened the public comment period and there were no comments.

Action 1: It was M/S/C (Coler/Murphy) to approve Consent Calendar items C.1 and C.2 with a correction to a clerical error on C.1. Motion carried by unanimous roll call vote.

Action 2: It was M/S/C (Darling/Murphy) to approve Consent Calendar item C.3. Motion carried by unanimous roll call vote.

8.Review of Executive Committee 2024 Items (Discussion/Action) a. Pro Forma Presentation and Discussion from November 2024 b. Committee Structure Discussion and Action from December 2024 Chair Perrey adjusted the order of items on the agenda and opened up the discussion on item 8b. There was not a staff presentation on this item, but materials prepared by staff in 2024 had been included in the packet. Item 8a was not discussed by the Committee.

Chair Perrey opened the public comment period and there were comments made by members of the public, Robert Miller, Dan Segedin and Jody Timms.

Action 1: It was M/S/C (Beckman/Wilkinson) to recommend to the Board of Directors creation of a standing Finance Committee to the full Board.

Motion carries by roll call vote. Yays-7 Nos-4 (Nos: Darling, Nakamura, Quinto, and Scales-Preston)
Action 2: It was M/S/C (Nakamura/Llorens Gulati) to recommend to the Board of Directors renaming the Executive Committee to Executive and Finance Committee with a quarterly deep dive into financials.

Motion carries by roll call vote. Yays-8 Nos-3 (Nos: Andre, Perrey, and Wilkinson)
DRAFT

6. MCE FY 2025/26 Pro Forma Update (Discussion)
John Dalessi, President & CEO, Pacific Energy Advisors, presented this item and addressed questions from Committee members.

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

Action: No action required.

7. MCE Public Officials Code of Ethics (Discussion/Action) Chair Perrey recommended we defer this item to the December Executive Committee.

Action: No action required.

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

10. Adjournment
Chair Perrey adjourned the meeting at 2:34 p.m. to the next scheduled Executive Committee Meeting on November 3, 2025.
___________________________________________
Max Perrey, Chair
Attest:
___________________________________________
Dawn Weisz, Secretary
November 3, 2025
TO: MCE Executive Committee
FROM: Michelle Nochisaki, Principal Program Manager
RE: Proposed Fourth Amended and Restated Schedule A.1 to the Master Services Agreement with Franklin Energy Services, LLC (Agenda Item #05 C.2)
ATTACHMENTS: A. Fourth Amended and Restated Schedule A.1 with Franklin Energy Services, LLC
B. Second Amendment to Master Services Agreement with Franklin Energy Services, LLC (Partially Executed)
C. First Amendment to Master Services Agreement with Franklin Energy Services, LLC
D. Master Services Agreement with Franklin Energy Services, LLC Dear Executive Committee Members:

Summary:

The proposed Fourth Amended and Restated Schedule A.1 (“A.1”) to the Master Services Agreement (MSA) with Franklin Energy Services, LLC (“Franklin”) would provide MCE customers with continued electrification and energy efficiency services, focused on the implementation and expansion of MCE’s existing Home Energy Savings (HES) program.

Background:

MCE’s HES program provides no-cost energy efficiency services to low- and moderate-income households across MCE’s service area. Eligible HES program participants can receive home upgrades valued at $4,000 to $9,000 on average, such as a no-cost home assessment, attic insulation, duct sealing, a heat pump hot water heater, a mini split heat pump, a smart thermostat, and more. MCE has been approved for funding from the California Public Utilities Commission (CPUC) to continue this program through 2027. MCE has contracted with Franklin since May 2019 to implement the HES program.

Under the proposed A.1 (Attachment A), which would be governed by the Board-approved MSA (Attachment D), Franklin would continue to implement MCE’s HES program. If approved, the HES program would continue to provide home energy assessments, upgrades, and serve as a way for customers to learn about and potentially participate in additional MCE programs and offerings.

The proposed A.1 also includes $310,000 in funding from the MCE Local Programs Fund to support MCE’s Community Housing and Heat Pump Water Heater Incentive offerings. The proposed schedule also adds $35,000 in MCE board-approved grant funding from Chevron to provide energy efficiency, electrification, and air quality improvements to at least 15 homes in the Richmond communities of Coronado, Santa Fe, Iron Triangle, or Atchison Village.

Fiscal Impacts:

The duration of the proposed Schedule A.1 would be from January 1, 2026 through March 31, 2026.

The maximum cost would be $3,158,640, with $2,112,748 allocated to customer incentives.

Expenditures related to the proposed A.1 would be derived as follows: $2,813,640 from energy efficiency funds allocated by the CPUC, $130,000 from MCE’s Community Housing Fund, $180,000 from MCE’s Heat Pump Water Heater Incentive Fund and $35,000 from the private Chevron grant fund.

Recommendation:

Approve the proposed Fourth Amended and Restated Schedule A.1 to the Master Services Agreement with Franklin Energy Services, LLC.

Statement of Work –
Fourth Amended and Restated Schedule A.1
This Fourth Amended and Restated Schedule A.1 ("Schedule A.1" or "Statement of Work" or “SOW”) is entered into on November 3, 2025, pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE", and FRANKLIN ENERGY SERVICES, LLC, hereinafter referred to as "Implementer", dated April 20, 2023 which was subsequently amended on December 21, 2023 and October 14, 2025 collectively, as amended, (the "Agreement") and is governed by its terms and conditions. If applicable, capitalized but undefined terms herein shall have the meanings set forth in the Agreement.

As of the Fourth Amended and Restated Schedule A.1 Effective Date, Implementer to provide the following Services under the Agreement as requested and directed by MCE Customer Programs staff, up to the maximum time/fees allowed under this Statement of Work.

Implementer agrees that time is of the essence in this Schedule A.1.

Overview
Implementer will implement the Home Energy Savings (HES) Program by delivering residential single-family assessments and direct energy efficiency installs for home energy savings ("HES Program" or "Program").

Implementer shall:
• Act in accordance with the mode of operations manual (“Mode of Operations”), that contains customer service protocols, field scripts, technical measure specifications, manufacturer equipment lists, etc. The Mode of Operations is updated as policies, procedures, and measures change (and at least annually) by MCE and Implementer and approved by MCE Customer Programs team.
• Provide HES Program services in accordance with the Mode of Operations, including:
o Perform electrification assessments and home upgrades to at least 325 residential single-family units per year (home upgrades must include the delivery of at least one measure included in Table B: HES Program Measure Payment and Incentive Budget, included below); and
o Target moderate-income single-family property owners and tenants (who have permission from the relevant property owner) with high utility bills in MCE's service area for potential participation in the Program. • Provide electrification and/or repair measures via MCE’s Community Housing Fund, MCE’s Heat Pump Water Heater Incentive Fund, and Chevron Grant Funds.

Task 1: Program Management
A. Customer Service Support. Implementer will provide a live customer support team to respond to Program participant inquiries and requests within two business days, provide Program support, connect Program participants to participating trade allies, and connect Program participants to additional Program resources. The customer support team will be available from 8:30 a.m. – 5:00 p.m. Pacific Time Monday through Friday and will monitor Program emails submitted to [email protected].
• Implementer will provide additional customer service as outlined in the Mode of Operations • Implementer will provide MCE with accurate customer pipeline data within 3 business days of measure installation
B. Trade Ally Engagement. Implementer will onboard initial trade allies and provide a single point of contact for each participating trade ally by holding a minimum of two check-in calls per month, as-needed office visits, and support with technical Program questions, and provide mentoring in the field. Implementer will manage the trade allies, relevant contracts between the trade allies and Implementer, and is responsible for all aspects of home upgrade delivery to Program participants.
• Implementer will build and maintain relationships with multiple trade allies within the industry in order to fulfill program deliverables and prevent service disruptions • Implementer will conduct an annual review of all active trade allies to ensure they are cost competitive, current on technical expertise, can fulfill all administrative program requirements and they hold the necessary certifications and licenses for the program’s scope of work C. Monthly Reporting. Implementer will ensure all data collected from customers and participating trade allies is shared with MCE's team on an ongoing basis to ensure systems are tested, new data points are added and formatted as needed, and energy savings and payment information is accurate and complete. Implementer will ensure all agreed upon project data is made available to MCE at every status change on an ongoing basis via Application Programming Interface (API). Implementer will intake all Program assessment questions and CPUC-required data points and submit monthly reports and invoices to MCE. Implementer will work with MCE as needed to complete the Annual or Biannual Budget Advice Letter (“ABAL” and "BBAL") process and data requests as required by the CPUC. MCE and Implementer will work together to define ad hoc reporting requests as needed throughout the Term of Statement of Work. If modifications to regularly submitted reports are requested by MCE, these modifications will be addressed by Implementer on a quarterly basis and additional costs may apply. If additional costs are necessary due to the modifications requested, these costs will be clearly communicated to MCE before the costs are incurred.

D. Coordination with lnvestor Owned Utilities (“IOUs”) and Bay Area Regional Energy Network (“BayREN”).

Implementer will coordinate with lOUs, BayREN, other Program implementers, and/or local government agencies authorized by the CPUC to implement CPUC-directed energy efficient programs that are administering energy efficiency programs within MCE's service territory as necessary to ensure timely, accurate, and consistent access to data. The CPUC may develop further rules related to coordination between program administrators in the same geographic area, and any relevant party is required to comply with such rules. Upon MCE’s request, Implementer will assist MCE with tasks and deliverables as they relate to development of joint cooperation memoranda. Implementer’s activities in this Task 1D include: meeting preparation and attendance; coordination across internal teams at MCE and/or IOUs; research; analysis; writing; and editing.

E. Post Installation Service. Implementer will launch a 5-year post installation service for HES participants who receive equipment upgrades and manage the service process from customer inquiry to complete resolution. Implementer will follow policies and procedures in Mode of Operations. Hourly rates for Post Installation Service are included in Table C below.

F. Program Implementation Plan. Implementer will update the Program Implementation Plan (“PIP”), Program Handbook, and any other necessary Program-related documents to reflect ongoing changes to the Program delivery process and trade ally requirements, and to align with CPUC requirements.

G. Program Closeout. If Program is terminated, upon that termination, Implementer will package all project and participant data into a Zip folder and securely transfer it to MCE. Implementer will complete a final Program closeout report and submit it to MCE within 2 business weeks of written notification by MCE of Program termination.

Deliverables:

Implementer shall:
• Act in accordance with the Mode of Operations
• Provide customer service support
• Onboard, engage with, and mentor participating trade allies in the field • Maintain network of trade allies to support Program implementation • Conduct annual review and analysis of active trade allies • Manage the installation of Program participants’ home upgrade measures • Provide the following information at least monthly to MCE with the following data sets:
• Monthly Invoice Template
• Monthly Program Narrative & Invoice
• Monthly Customer Compliment/Complaint File
• File will consolidate compliments and complaints received via all forms of communication including, but not limited to:
• MCE Post-Install Phone Survey
• Field Quality Controls
• Written
• Verbal when possible
• Post Install Repair Report
• Customer contact information
• Narrative of incident
• Time and materials documentation
• Other data points as outlined in the Mode of Operations • Monthly Measure QA & $ total year-to-date (YTD) compliance report • Monthly YTD savings work
• Monthly QA verification template
• CRM report uploads
• Provide weekly pipeline information
• Provide information necessary for the timely implementation of the HES phone survey. This information will be given within 3 business days from the time of the customers’ installation of an energy efficiency or electrification measure. Data points provided are:
• Customer Contact Information
• Address
• Customer Intake Date
• Date of measure installation
• Installation of measures provided
• Equipment Model if Applicable
• Update the following Program-related documents annually and as necessary:
• Update measure pricing and methodology workbook on an annual basis • Review, revise as needed, and send for approval to MCE all Program policies and procedures outlined in the Mode of Operations on at least annual basis, and as policies, procedures, and measures change. Program documents that need at least annual review include but are not limited to: HES Installation Standards and Manufacturers List. For the Manufacturer List, Implementer shall provide MCE with digital copies of all manufacturer’s user guides and manufacturer’s warranty documents
• Coordinate with IOUs, BayREN, other Program implementers, and/or local government agencies as applicable • Complete measure cost true up and work with MCE to adjust prices if needed • Close out the Program if terminated
Task 2: Application Platform Support
Implementer will collect and maintain data to assist in the avoidance of double-dipping (which occurs when a customer accesses two ratepayer-funded benefits for the same measures). Implementer will complete routine improvements to the application platform that receives, securely stores, and securely transfers all data and documents required for the Program. After platform updates are released, Implementer will identify, address, and resolve application submission and data collection bugs within a reasonable time so that the Program is interrupted as minimally as possible if at all. Implementer will continue to address ongoing bugs and optimize ongoing data collection processes.

Deliverables:
• Implementer shall provide ongoing Program platform support.

Task 3: Quality Assurance and Control
Implementer will:

Provide Quality Assurance (QA), including:
• Review all initial applications submitted to the Program. • Coordinate with trade ally and/or potential Program participants about incomplete applications. • Ensure Program applications are accurate and complete. • Ensure data is formatted to meet ongoing reporting criteria updates as requested by MCE.

Provide Quality Control (QC), including:
• Test home for combustion safety.
• Test installed home upgrade measures for quality installation. • Coordinate return visits as needed.
• Conduct and complete field inspections which will include full reviews of all fieldwork for the first 5 projects submitted per newly added trade ally.
• Conduct and complete random field inspections of 10 percent of home upgrade projects submitted per trade ally after the first 5 projects are reviewed.
• Increase field inspection quality control as needed to ensure safe, quality, and complete installations.

Deliverables:
• Implementer shall continually complete all tasks listed above in QA for a minimum of 10% of units served. • Provide project level supporting documentation on at least monthly basis:
• Customer Acknowledgement Forms
• Certificates of Completion
• Project Pictures
• Combustion Appliance Safety (CAS) Forms
• Field Quality Control (FQC) Forms
• Documentation related to electrification assessments.

Task 4: Marketing and Outreach
Implementer will:
• Update Marketing & Outreach (M&O) Plan ("M&O Plan") and present updated M&O Plan to MCE Customer Programs and Public Affairs teams for MCE approval within 40 days of commencement date; • Complete M&O campaign as detailed in the M&O Plan to drive interest in the Program; • Adjust M&O strategies as needed in coordination with MCE to ensure the Program is maximally enrolled to meet savings, customers served and budget targets;
• Coordinate with local governments, property owners, participating trade allies, and other single-family program implementers as needed to identify good candidates for the Program; • Coordinate and complete canvassing activity in accordance with Mode of Operations, which are subject to MCE approval, and part of the M&O Plan.

Tactics and timelines will be incorporated into the updated M&O Plan provided by Implementer within 40 days of commencement date to MCE for Public Affairs team approval. The M&O Plan will be approved within two weeks of receipt; MCE may request two additional rounds of edits to the M&O Plan after it is initially received from Implementer.

Deliverables:
• Implementer shall provide M&O, which will be defined in the updated M&O Plan. • Review, revise as needed, and send for approval to MCE all program policies and procedures outlined in the Mode of Operations document on at least a yearly basis, and as policies, procedures, and measures change Task 5: Electrification Assessments
Implementer will offer an electrification assessment to Program participants to assess the existing conditions of their homes, identify electrification opportunities and determine feasibility of home upgrades.

Deliverables:
• Implementer shall provide at least 325 electrification assessments.

Task 6: Deeply Buried Ducts Workpaper Maintenance and Compliance Implementer to maintain the Deeply Buried Ducts workpaper on behalf of MCE, ensuring alignment with the California Public Utilities Commission (CPUC)'s requirements, Database for Energy Efficiency Resources (DEER) Resolutions, and other applicable ex ante guidance. Implementer to provide ongoing technical support and ensure the Deeply Buried Ducts workpaper remains current, accurate, and compliant for use in portfolio planning, forecasting, and savings claims per the maintenance timeline in Table D.

Deliverables:

Implementer shall:
• Provide ongoing maintenance and version control:
o Maintain the Deeply Buried Ducts workpaper in accordance with the latest CPUC guidance, including DEER Resolution updates.
o Track and document all changes, including updates to savings assumptions, Effective Useful Life (EUL), Net to Gross ratio (NTG), incremental costs, and load shapes. • Conduct an annual review and update the workpaper:
o Conduct an annual review of the workpaper to assess whether updates are necessary based on market conditions, measure availability or changes in CPUC guidance o Submit a summary of findings and recommended revisions to MCE, including cost proposal • Maintain alignment with CPUC and California Technical Forum (CalTF) guidance:
o Monitor and interpret relevant CPUC decisions, DEER Resolutions (issued every even-numbered year), and CalTF feedback.
o Proactively notify MCE of any required changes based on adopted or pending guidance. • Provide technical justification and documentation
o Ensure all calculations, assumptions, and data sources used in the workpaper are transparent, defensible, and replicable.
o Maintain a central archive of all supporting documentation, including raw data, reference studies, and analysis tools.
• Provide submission and review support
o Support MCE in preparing and submitting the workpaper to the CPUC or CalTF for review, as needed.
o Respond to review comments and make necessary revisions. • Assist with stakeholder coordination
o Be available to respond to CPUC, CalTF, or third-party evaluator inquiries regarding the workpaper’s technical basis.

Task 7: Measures via Community Housing Fund
MCE's Community Housing Fund includes any remaining fund monies from fiscal year 24/25 which must apply to measures completed by March 31, 2026. Subject to MCE's fiscal year 25/26 budget approval, an additional $130,000 will be allocated to the Community Housing Fund starting April 1, 2026 and this additional $130,000 must apply to measures completed after April 1, 2026. Via the Community Housing Fund, Implementer will provide the measures as listed in Table E (below).

Deliverables:

Implementer shall:
• Provide the measures included in Table E to additional homes that would not otherwise receive the measures through the Program; and
• Cover costs associated with the measures included in Table E.

Task 8: Measures via Heat Pump Water Heater Incentive Fund MCE's Heat Pump Water Heater Incentive Fund includes any remaining fund monies from fiscal year 24/25 which must apply to measures completed by March 31. 2026. Subject to MCE's fiscal year 25/26 budge approval, an additional $180,000 will be allocated to the Heat Pump Water Heater Incentive Fund starting April 1, 2026 and this additional $180,000 must apply to measures completed after April 1, 2026. Via the Heat Pump Water Heater Incentive Fund, Implementer will provide the measures as listed in Table F (below).

Deliverables:

Until March 31, 2027 or until funds are depleted, Implementer shall:
• Provide the measures included in Table F to additional homes that would not otherwise receive the measures through the Program; and
• Cover installation costs associated with the measures included in Table F.

Task 9: Measures via Chevron Grant Funds
Via Chevron grant funds, MCE will provide up to $35,000 to Implementer to provide the measures as listed in Table G to a minimum of 15 homes within the Coronado, Santa Fe, Iron Triangle, or Atchison Village areas of the City of Richmond. Homes may be within North Richmond with written approval by MCE on a project-by-project basis.

Deliverables:

Until June 31, 2026 or until funds are depleted, Implementer shall:
• Provide the measures included in Table G to a minimum of 15 homes that would not otherwise receive the measures through the Program; and
• Cover installation costs associated with the measures included in Table G Staff
Key staff who support the Program include:
• Justin Kjeldsen—Regional Director
• James Hinson—Program Management
• Eric Perez—Data Analyst
• Noemi Perez—Project Specialist
• Brett Bishop—Trade Ally Engagement, Opportunity Architect • Tony Jung – Trade Ally Engagement, Quality Control
• Katherine Hsu —Engineering
• Sue Ernst—IT
• Sherri Ehlers—Marketing
• Ingrid Victoria—Customer Care Center
The list of key staff members above is subject to change. Should a staff member need to be replaced, Implementer shall ensure that a staff member who has comparable experience serves as the replacement, and MCE shall be notified of the staffing change in writing within four weeks of such replacement.

PAYMENT STRUCTURE
Table A: January to December 2026 HES Program Delivery Billing Schedule (Re. Tasks 1-4) Task Payment Estimated Delivery Date

1. Program Management
Time & Materials
Estimate: $41,884 per month
Total Annual NTE: $502,608
Monthly

2. Application Platform
Support
$5,665 per month
Total Annual NTE: $67,980 Monthly

3. QA/QC
QA/QC: $947 for each unit
Total Annual NTE: $30,304
QA/QC: Per unit, Billed Monthly

4. M&O Time & Materials
Estimate: $8,333 per month
Total Annual NTE:
$100,000
Monthly
Total 2026 HES Program
Delivery Budget* $700,892
Final Delivery for 2026: December 31,
2026
* Upon written approval of MCE Senior Customer Programs Manager, to accomplish the scope of services outlined in this Schedule A.1, funds may shift A) between Tasks 1-4; and B) from HES Program Delivery Budget to Incentive Budget.

Table B: January to December 2026 HES Program Measure Payment and Incentive Budget (Re. Tasks 1 & 5)* Home Upgrade Measure Payment
Electrification Assessment (325 Assessments) $175/each (NTE $56,875) Attic Insulation/Seal Attic Plane $2.55/ sq ft
Duct Sealing (typ leakage) $964.98/project
Duct Seal (High Leakage w/added return) $1,654.68/project Fuel Sub Mini Split Heat Pumps 12k BTU $5,728.14/unit
Fuel Sub Mini Split Heat Pumps 18k BTU $6,327.55/unit
Fuel Sub Heat Pump HVAC 3 ton $11,442.97/unit
Fuel Sub Heat Pump HVAC 4 ton $12,366.34/unit
Fuel Sub Heat Pump HVAC 5 ton $13,363.83/unit
Smart Thermostat $376.31/project
Fuel Sub Heat Pump Water Heater 40G $6,340.40/unit
Fuel Sub Heat Pump Water Heater 50G $7,425/unit
Fuel Sub Heat Pump Water Heater 66G $8,250/unit
Induction Stoves $2,300/unit
Heat Pump Dryers $2,200/unit
Washers $1,500/unit
Deeply Buried Ducts $3.60/sq ft
Permit Inspection $300/project
Total Incentive Budget** $2,112,748
*The Home Upgrade Measures and corresponding payment amounts listed in Table B may be modified upon written approval by MCE. **Budget to be spent down in accordance with measure quantities approved by MCE.

Table C: Post Install Service Rates and Projections
Administrative Costs
Task Total
Hours
Employee Rate Cost
Customer Calls Call Center and troubleshoots 0.33 * $88.00 $29.33 Call Center forwards customer call to Service Contractor, handoff

0.33 * $88.00 $29.33
Claim overview 0.33 * $93.50 $31.17
Claim fulfillment in Salesforce 0.33 * $93.50 $31.17
Total $121.00
Contractor Costs
Task Rate Qty. Cost
Summon Service Contractor $350.00 5 * $1,750.00
Service Machine $600.00 5 * $3,000.00
Total $4,750.00
*Administrative and Contractor costs are variable based on numbers of participants that need post installation service. The total Administrative and Contractor costs reflected here are based on an estimate of 5 participants needing post installation service.

Table D: Deeply Buried Ducts Workpaper Maintenance Timeline (Re. Task 6) Task Due Date/Frequency
Initial workpaper development & submission Complete
Annual review and findings summary March 31 of each year Incorporation of CPUC DEER Resolution
Updates
Within 60 days of resolution adopted
(typically Jan 31 of odd-numbered years)
Version control and documentation updates Ongoing
Stakeholder support for CPUC/CalTF review
processes
As need, with timely response (within 10
business days of request)
Table E: Community Housing Funds (Re. Task 7)
Incentive Measures Per Measure Cost* Estimated Delivery Date Minor Electrical Repair $1,200/unit
Billed monthly, per cost of installation
incurred
Moderate electrical repair $1,600/unit
Billed monthly, per cost of installation
incurred
Moderate Drainage $600/unit
Billed monthly, per cost of installation
incurred
Ductwork replacement $500/unit
Billed monthly, per cost of installation
incurred
*Implementer must identify on invoices when monies from the Community Housing Fund are being used by labeling the expense "Com Housing Fund".

Table F: Heat Pump Water Heater Incentive Funds (Re. Task 8) Incentive Measures Per Measure
Cost*
Estimated Delivery Date
Heat Pump Water Heater Install
$4,400/unit
Billed monthly, per cost of installation
incurred
Heat Pump Mini-Split
Install $2,530/unit
Billed monthly, per cost of installation
incurred
*Implementer must identify on invoices when monies from the Heat Pump Water Heater Incentive Fund are being used by labeling the expense "HPWH Incentive Fund".

Table G: Measures via Chevron Grant Funds (Re. Task 9)
*Implementer must identify on invoices when monies from the Chevron Grant Funds are being used by labeling the expense "Chevron Grant Fund" on invoices.

Table H: 2026 Funds for HES Program
Implementation Total
HES Program Delivery $700,892
HES Incentives $2,112,748
Community Housing Fund $130,000
Heat Pump Water Heater Incentive Fund $180,000
Chevron Fund $35,000
Total $3,158,640
Incentive Measures Per Measure Cost* Estimated Delivery Date Whole House
Weatherstripping Minor
$500/project
Billed monthly, per cost of
installation incurred
Whole House
Weatherstripping Moderate
$750/project Billed monthly, per cost of
installation incurred
Whole House
Weatherstripping Major
$1,000/project Billed monthly, per cost of
installation incurred
Duct Sealing $964.98/project
Billed monthly, per cost of
installation incurred
Attic insulation $2.55/sq.ft. Billed monthly, per cost of installation incurred
Induction stove $2,300 each Billed monthly, per cost of installation incurred
Induction cooktop (drop in)
Minor
$1,500 each Billed monthly, per cost of
installation incurred
Induction Cooktop (drop in)
Moderate
$1,750 each Billed monthly, per cost of
installation incurred
Induction Cooktop (drop in)
Major
$2,000 each Billed monthly, per cost of
installation incurred
High leakage duct sealing $1,654.68/project Billed monthly, per cost of installation incurred
Deeply buried ducts $3.60/sqft Billed monthly, per cost of installation incurred
Air purifier $200/unit Billed monthly, per cost of
installation incurred
NTE $35,000 Final delivery by June 31, 2026
Billing:

Implementer shall bill monthly and according to the payment schedule listed herein and the rate schedule listed in Exhibit B of the Agreement. In no event shall the total cost to MCE for the Services provided under this Statement of Work exceed the maximum sum of $3,158,640 for the term of the Agreement.

Term of Statement of Work:

This Statement of Work shall commence on January 1, 2026 (Fourth Amended and Restated Schedule A.1 Effective Date) and shall terminate on March 31, 2027.

For the avoidance of doubt, upon the Fourth Amended and Restated Schedule A.1 Effective Date, the Third Amended and Restated Schedule A.1 shall terminate and be of no further force or effect IN WITNESS WHEREOF, the parties have executed this Statement of Work – Fourth Amended and Restated Schedule A.1 on the Fourth Amended and Restated Schedule A.1 Effective Date.

APPROVED BY
Marin Clean Energy:

By:

Name:

Date:

By:

Chairperson
Date:

FRANKLIN ENERGY SERVICES, LLC:

By:

Name:

Date:

MCE Standard Form Amendment Page 1 of 4

SECOND AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND FRANKLIN ENERGY SERVICES, LLC
This SECOND AMENDMENT is made and entered into on [mCESignerDateField_kBFedQI], (the “Second Amendment Effective Date”), by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and FRANKLIN ENERGY SERVICES, LLC (hereinafter referred to as “Implementer”).

RECITALS
WHEREAS, MCE and Implementer entered into a Master Services Agreement on April 20, 2023, and amended on December 21, 2023, to provide Home Energy Savings (HES) Program implementation services, collectively, as amended, ( the “Agreement”); and
WHEREAS, Section 10.3 of the Agreement contains MCE Data Security Measures and the parties’ Non-Disclosure Agreement signature date; and WHEREAS, the parties would like to update the Non-Disclosure Agreement signature date in Section

10.3; and
WHEREAS, Section 20 of the Agreement contains an acknowledgement of exhibits to the Agreement; and
WHEREAS, the parties would like to add an Exhibit D to the acknowledgement list in Section 20; and WHEREAS Exhibit B to the Agreement specified the fee and payment schedule MCE would use to compensate Implementer for the Home Energy Savings (HES) Program implementation services described within the scope therein; and
WHEREAS, the parties desire to amend the Agreement to remove and replace the fee and payment schedule therein;
WHEREAS, Implementer will be accessing MCE’s CRM and MCE has certain protocols to which Implementer must agree before accessing; and
WHEREAS, these CRM Access Protocols are added as a new Exhibit D to the Agreement.

NOW, THEREFORE, as of the Second Amendment Effective Date, the parties agree to modify Section

10.3, Section 20 and Exhibit B and add an additional Exhibit D as set forth below.

Agreement

1. Section 10.3 MCE DATA SECURITY MEASURES is updated to include the Non-Disclosure Agreement date of April 12, 2023.

2. The list of exhibits in Section 20 is amended to include the following row:

EXHIBIT D. ☒ CRM Access
Protocols

3. The fee and payment schedule in Exhibit B is hereby removed and replaced in its entirety to read as follows:

EXHIBIT B

RATE SCHEDULE
For Services provided under this Agreement, MCE shall pay Implementer in accordance with the rate schedule as specified below and in accordance with the payment structure listed in a Statement of Work:

Docusign Envelope ID: 85898255-59D8-4524-97FB-FE036DAFDA90 MCE Standard Form Amendment Page 2 of 4
For Services rendered before January 1, 2026, the following rates are in effect:

Implementer Key Staff Rates
Name Title Hourly Rate ($/hour)
Isai Reyes Senior Program Manager $176
Justin Kjeldsen Pacific Regional Director $181.50
Eric Perez Project Specialist $93.50
Brett Bishop Director of Contract Services $181.50
Nic Schueller Engineering Manager $111.65
Leonel Campoy Engineering Manager $111.65
Danna Perry Marketing Manager $99
Harrison Fegley IT Project Manager $181.50
Ingrid Victoria Customer Care Center Supervisor $93.50
For Services rendered starting January 1, 2026, the following rates are in effect:

Implementer Key Staff Rates
Title Name Hourly Rate ($/hr)
Regional Director Justin Kjeldsen $186.95
FTE Manager James Hinson $181.28
FTE Data Analyst Eric Perez $96.31
FTE Project Specialist Noemi Perez $90.64
Call Center Supervisor Ingrid Victoria $98.25
Call Center Representative Staff $90.64
BBAL Engineering Katherine Hsu $115.00
Opportunity Architect Brett Bishop $186.95
IT Project Manager Sue Ernst $186.95
IT Senior Software Engineer Staff $164.00
IT QA/Testing Staff $179.00
Marketing Specialist Sherri Ehlers $101.97
Implementer shall bill according to these rates and the payment structure listed in a Statement of Work. Implementer shall not exceed the maximum contract sum listed in any Statement of Work.

4. The following CRM Access Protocols are hereby added to the Agreement as Exhibit D:

EXHIBIT D

MCE CRM ACCESS PROTOCOLS
Implementer shall implement the following security measures as part of the Agreement according to program needs up to the time/fees allowed under the Agreement in order to gain access to MCE’s Customer Relationship Management software ("MCE CRM"), whether through direct portal access or via application programming interface (“API”) integration.

To access MCE CRM, Implementer must first agree to and comply with the following protocols, including, if applicable, those related to API integration:

1. MCE CRM access is subject to the NDA between the Parties dated April 12, 2023.

Docusign Envelope ID: 85898255-59D8-4524-97FB-FE036DAFDA90 MCE Standard Form Amendment Page 3 of 4

2. MCE CRM login information, passwords, and any information retrieved from MCE CRM shall be treated as Confidential Information.

A. Confidential Information shall have the same meaning as defined in the MCE NDA between the Parties dated April 12, 2023.

B. No Implementer employee is to give, tell, or hint at their login information or password to another person under any circumstance.

C. MCE CRM passwords are required to be changed every 90 days at least.

D. MCE encourages strong passwords (such as minimum character length, and use of special characters) that are not reused for other logins.

E. MCE CRM shall only be accessed from an Internet Protocol (IP) address in the United States.
▪ Any suspicious or unauthorized IP access may be blocked without notice by MCE.
▪ Implementer agrees that MCE is not liable for any interruption or restriction of access to the CRM resulting from the blocking of suspicious or unauthorized IP addresses.

F. MCE reserves the right to use approved public IP addresses to control and limit access to MCE’s systems.

3. MCE CRM access shall be provided through MCE’s selected Single Sign-On (SSO) provider, Okta, Inc. or another MCE-designated SSO provider.

4. Direct MCE CRM Portal Access Restrictions.

A. Direct MCE CRM portal access shall only be provided to those employees of Implementer who have a “need to access” such information in the course of their duties with respect to Implementer’s Services (“Designated Employees”). ▪ Designated Employees who access MCE CRM shall only update or view fields related to the tasks assigned.
▪ Implementer shall maintain a list of Designated Employees that have been authorized to access MCE CRM.
• The list shall be updated and verified by Implementer quarterly and provided to MCE upon request.
• In the event of an employment status change for a Designated Employee who had been granted access to MCE CRM,
Implementer shall provide the following information to MCE:
o Name and email of pertinent Implementer employee.
o Notification to MCE within 3 days of employment
status change.

B. Designated Employees who access MCE CRM shall first review and agree to be bound by these MCE CRM Access Protocols.

C. Designated Employees’ use of MCE CRM is restricted to that which is necessary to provide the Services described in Exhibit A.

D. Designated Employees shall not copy, download, record or reproduce in any way any data existing within MCE CRM.
▪ Any customer data that is utilized or uploaded must be removed from Designated Employees’ computers and Implementer’s systems within 24 hours of upload or utilization.

5. API Integration Restrictions
A. Implementer shall only use an MCE-authorized API to the extent its use is necessary for the completion of contracted work as included in Exhibit A.

B. Implementer shall use industry best standards and significant access control in a closed API system. This includes, but is not limited to:
▪ Only employees of Implementer who have a “need to access” such information in the course of their duties with respect to Implementer’s Services (“Designated Employees”) will be allowed to access information available through the API.
• For an employee to become a Designated Employee, they must first successfully pass a background screening, which may include a screening of the individual’s educational background, employment history, valid driver’s license, and court record.

Docusign Envelope ID: 85898255-59D8-4524-97FB-FE036DAFDA90 MCE Standard Form Amendment Page 4 of 4
• If a Designated Employee leaves Implementer’s employment or if a Designated Employee’s position changes such that they no longer need API access, Implementer will close the
employee’s access within 24 hours and provide the following information to MCE:
o Name and email of pertinent employee.
o Notification to MCE within 24 hours of employment
status change.
▪ Implementer must keep MCE informed of the names, positions, and data access levels of all Designated Employees with a Designated Employee List which shall be updated and verified by Implementer quarterly and provided to MCE upon request.
▪ Designated Employees are prohibited from copying, downloading, recording, or reproducing any MCE data except through the approved API integration.

6. Implementer having any interaction with an MCE customer shall do the following:

A. Implementer shall comply at all times during the Term with any MCE-provided MCE co-branding and/or customer engagement protocol that provides MCE’s expectations for customer interactions by Implementer. Failure of Implementer to comply at all times with this section will constitute a material breach pursuant to Agreement section 12 and may result in the discontinuation of work with MCE at MCE’s request.

B. Implementer and any approved subcontractors responding to, or engaging directly with, MCE customers shall respond to direct customer inquiries within 3 business days after the inquiry is received. Unless otherwise agreed to, Implementer and subcontractors are to provide two options for customer contact (email and phone). Implementer shall provide MCE with a process to document any customer issues, escalations and resolutions.

5. 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 on the Second Amendment Effective Date.

MARIN CLEAN ENERGY: FRANKLIN ENERGY SERVICES, LLC:

By: [u3bvywn_____________________] By: [6p94p3p_____________________] Date: [q147czk_________] Date: [kpu2qug_________]
Docusign Envelope ID: 85898255-59D8-4524-97FB-FE036DAFDA90 10/14/2025
MCE Standard Form Amendment Page 1 of 2

FIRST AMENDMENT TO MASTER SERVICES AGREEMENT

BY AND BETWEEN MARIN CLEAN ENERGY

AND FRANKLIN ENERGY SERVICES, LLC
This FIRST AMENDMENT is made and entered into on [date|req|signer0], by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and FRANKLIN ENERGY SERVICES, LLC (hereinafter referred to as “Implementer”).

RECITALS
WHEREAS, MCE and Implementer entered into a master services agreement on April 20, 2023, to provide Home Energy Savings (HES) Program implementation services (“Agreement”); and WHEREAS Exhibit B to the Agreement specified the fee and payment schedule MCE would use to compensate Implementer for the HES Program implementation services described within the scope therein; and
WHEREAS, the parties desire to amend the Agreement to modify the fee and payment schedule therein.

NOW, THEREFORE, the parties agree to remove and replace Exhibit B as set forth below.

AGREEMENT

1. The fee and payment schedule in Exhibit B is hereby removed and replaced in its entirety to read as follows:

EXHIBIT B

RATE SCHEDULE
For Services provided under this Agreement, MCE shall pay Implementer in accordance with the rate schedule as specified below and in accordance with the payment structure listed in a Statement of Work:

Implementer Key Staff Rates
Name Title Hourly Rate ($/hour)
Isai Reyes Senior Program Manager $176
Justin Kjeldsen Pacific Regional Director $181.50
Eric Perez Project Specialist $93.50
Brett Bishop Director of Contract Services $181.50
Nic Schueller Engineering Manager $111.65
Leonel Campoy Engineering Manager $111.65
Danna Perry Marketing Manager $99
Harrison Fegley IT Project Manager $181.50
Ingrid Victoria Customer Care Center Supervisor $93.50
Implementer shall bill according to these rates and the payment structure listed in a Statement of Work. Implementer shall not exceed the maximum contract sum listed in any Statement of Work.

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

DocuSign Envelope ID: D8235F11-7E6B-41BF-A19B-90123832DCC5 12/21/2023
MCE Standard Form Amendment Page 2 of 2
IN WITNESS WHEREOF, the parties hereto have executed this FIRST Amendment on the day first written above.

MARIN CLEAN ENERGY: CONTRACTOR:

By: [sig|req|signer0] By: [sig|req|signer1]
Date: [date|req|signer0] Date: [date|req|signer1]
DocuSign Envelope ID: D8235F11-7E6B-41BF-A19B-90123832DCC5 12/21/2023 12/21/2023

MASTER SERVICES AGREEMENT

BY AND BETWEEN

MARIN CLEAN ENERGY AND FRANKLIN ENERGY SERVICES, LLC
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into on April 20, 2023 by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and Franklin Energy Services, LLC, a Delaware limited liability company with principal address at: 102 North Franklin Street, Port Washington, WI 53074 (hereinafter referred to as “Implementer”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

WHEREAS, MCE desires to retain Implementer to provide the services described in this Agreement and each statement of work ("Statement of Work"), which shall be considered Schedules hereto, which are attached hereto and by this reference made a part hereof (“Services”);
WHEREAS, MCE and Franklin Energy had a previous agreement, known as the "Third Agreement by and between Marin Clean Energy and Franklin Energy Services, LLC" dated December 3, 2021 ("Third Agreement"), which is hereby terminated as of April 20, 2023, and replaced with this Master Service Agreement. MCE and Franklin agree that the termination period required by the Third Agreement between the parties has been waived to accommodate such immediate termination and start of this new Agreement.

WHEREAS, Implementer desires to provide the Services to MCE; WHEREAS, Implementer warrants that it is qualified and competent to render the Services set forth herein; 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:

Implementer agrees to provide all of the Services in accordance with the terms and conditions of this Agreement and each Statement of Work entered into by the Parties. The form of Statement of Work is set forth as Exhibit A. Services shall also include any other work performed by Implementer pursuant to this Agreement and Statement of Work. In connection with Implementer’s provision of the Services, MCE agrees to make available to Implementer all pertinent data and records for review.

2. FEES AND PAYMENT SCHEDULE; INVOICING:

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

MCE will process payment for undisputed invoiced amounts within thirty (30) days.

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum identified in each Statement of Work.

4. TERM OF AGREEMENT:

This Agreement shall commence on April 20, 2023 (“Effective Date”) and shall terminate on December 31, 2028, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. IMPLEMENTER REPRESENTATIONS AND WARRANTIES. Implementer represents, warrants and covenants that (a) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware , (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d)

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 it is qualified and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

5.2. COMPLIANCE WITH APPLICABLE LAW. At all times during the Term and the performance of the Services, Implementer shall comply with all applicable federal, state and local laws, regulations, ordinances and resolutions affecting Services that it provides under this Agreement (“Applicable Law”)

5.3. LICENSING. At all times during the performance of the Services, Implementer 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. Implementer shall promptly provide copies of such licenses and registrations to MCE at the request of MCE.

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

5.5. PERFORMANCE ASSURANCE; BONDING. At all times during the performance of the Services, Implementer represents, warrants and covenants that it has and shall obtain and maintain, at its sole cost and expense, all bonding requirements of the California Implementers State License Board (“CSLB”), as may be applicable.

5.6. SAFETY. At all times during the performance of the Services, Implementer 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 Implementer 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 Implementer 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.

5.7. BACKGROUND CHECKS.
a) Implementer hereby represents, warrants and covenants that any employees, members, officers, contractors, Subcontractors and agents of Implementer (each, a “Implementer Party,” and, collectively, the “Implementer 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.
b) Notwithstanding the foregoing and to the extent permitted by applicable law, in no event shall Implementer 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

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 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, Implementer 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, Implementer shall notify MCE if any of its Covered Personnel is charged with or convicted of a Serious Offense during the term of this Agreement. Implementer shall also immediately prevent that employee, representative, or agent from performing any Services.

5.8. FITNESS FOR DUTY. Implementer 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. Implementer 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.

5.9. QUALITY ASSURANCE PROCEDURES. Implementer shall comply with the following requirements (the “Quality Assurance Procedures”):. Additionally, Quality Assurance Procedures must include, but are not limited to: (i) industry standard best practices; (ii) procedures that ensure customer satisfaction; and (iii) any additional written direction from MCE.

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

5.11. ACCESS TO CUSTOMER SITES. Implementer shall be responsible for obtaining any and all access rights for Implementer Parties, from customers and other third parties to the extent necessary to perform the Services. Implementer shall also procure any and all access rights from Implementer 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, Implementer 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 updated before final payment may be made to Implementer. Each certificate of insurance shall provide for thirty (30) days’ advance written notice to MCE of any cancellation, except for ten (10) days' notice for non-payment of premium. Implementer will provide advance written notice to MCE of any reduction in coverage. Insurance coverages shall be payable on a per occurrence basis only.

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

Should Implementer 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 Implementer for any Services provided during any period of time that insurance was not in effect and until such time as the Implementer provides adequate evidence that Implementer has obtained the required insurance coverage.

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

6.2. AUTO LIABILITY. Where the Services to be provided under this Agreement involve or require the use of any type of vehicle by Implementer in order to perform said Services, Implementer 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).

6.3. WORKERS’ COMPENSATION. The Implementer 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 Implementer 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.

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34

6.4. PRIVACY AND CYBERSECURITY LIABILITY. Implementer 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.

7. INTENTIONALLY OMITTED.

8. SUBCONTRACTING:

The Implementer shall not subcontract nor assign any portion of the work required by this Agreement without prior, written approval of MCE, except for any subcontract work expressly identified herein in the applicable SOW. If Implementer hires a subcontractor under this Agreement (a “Subcontractor”), Subcontractor shall comply with the following:

8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, and the applicable SOW.

8.2. Subcontractor shall provide, maintain and be bound by the representations, warranties and covenants of Implementer contained in Section 5 hereof (only as, and if, applicable to the services to be provided by Subcontractor, and as may be modified to be applicable to Subcontractor, including 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 Implementer under this Agreement, and shall name MCE as an additional insured under such policies. Implementer 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.

Implementer 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, Implementer shall promptly forward to MCE evidence of same. Nothing contained in this Agreement or otherwise stated between the Parties shall create any legal or contractual relationship between MCE and any Subcontractor, and no subcontract shall relieve Implementer of any of its duties or obligations under this Agreement. Implementer's obligation to pay its Subcontractors is an independent obligation from MCE’s obligation to make payments to Implementer. 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:

Implementer 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”). Provided that MCE has agreed in writing to confidentiality terms acceptable to Implementer to protect the confidentiality of such 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 Implementer's premises or, at MCE's option, Implementer shall provide all records within a maximum of thirty (30) days upon receipt of written request from MCE. Implementer shall refund any monies erroneously charged. Implementer 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 Implementer 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 Implementer. MCE Data shall also include all data and materials provided by or made available

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 to Implementer 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 April 12, 2023.

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. Implementer 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 Implementer receiving any MCE Data, Implementer 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 April 12, 2023, and as set forth in MCE Policy 001 - Confidentiality. MCE’s Security Measures and Confidentiality provisions require Implementer 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. IMPLEMENTER DATA SECURITY MEASURES. Additionally, Implementer 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 terminates, (i) Implementer 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). Notwithstanding the foregoing, Implementer may retain whatever MCE Data or Confidential Information is necessary to exercise any of Implementer's surviving rights or obligations hereunder.

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.
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 Implementer or any Implementer Party under this Agreement with MCE funds (“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. In addition, Implementer may keep file reference copies of all Intellectual Property and all documents prepared by Implementer for MCE so long as MCE data is not included. c) Intellectual Property shall be owned by MCE upon its creation. Implementer 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) Implementer’s Pre-Existing Materials. If, and to the extent Implementer incorporates any preexisting ownership rights (“Implementer’s Pre-Existing Materials”) in any of the materials furnished or used to create, develop, and prepare the Intellectual Property, Implementer hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, non-exclusive, perpetual, fully paid up, worldwide, royalty-free license to use any such Implementer's Pre-Existing Materials 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, Implementer shall retain all of its rights, title and interest in Implementer’s Pre-Existing Materials, including improvements thereto and derivatives thereof. Any and all claims to Implementer’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.

Implementer's Pre-Existing Materials include:
ï Green Point Rated (GPR) and associated system components and curriculum ï Energy and Electrification Assessment tool
ï Climate Calculator
ï Energy and Water calculator.
ï Implementer’s Desktop Review Tools

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 ï Healthy Home Connect
ï California Multifamily Existing Building training content ï NGAGE™ system software, including Efficiency Manager™, Efficiency Contact™, and Efficiency Clipboard™

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 seek 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 Implementer shall have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of Implementer’s Pre-Existing Materials or Implementer Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.

11. FORCE MAJEURE:

Implementer shall be excused for failure to perform Services herein if such Services are prevented by acts of God, strikes, labor disputes or other forces over which Implementer has no control and is actually so prevented from performing.

12. TERMINATION:

12.1. If the Implementer fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, or violates any Applicable Law which applies to its performance hereunder, then MCE may terminate this Agreement by giving twenty (20) business days’ written notice to Implementer, provided that Implementer does not cure such default within such twenty (20) day period after receipt of notice from MCE.

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

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

10.6(b)) prepared for MCE that MCE has paid for before the effective date of such termination.

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

12.5. Intentionally Omitted.

12.6. Upon termination of this Agreement for any reason, Implementer shall and shall cause each Implementer Party to bring the Services to an orderly conclusion as directed by MCE.

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

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

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Implementer and may not be transferred or assigned without the express prior written consent of MCE, provided, however, that Implementer may in its discretion assign this Agreement or any of its rights under this Agreement to any parent, subsidiary or affiliated business entity of Implementer, with timely written notice to MCE.

14. AMENDMENT; NO WAIVER:

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

15. DISPUTES:

Either Party may give the other Party written notice of any dispute which has not been resolved at a working level. Any dispute that cannot be resolved between Implementer’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 Implementer 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 Implementer cannot reach an agreement within a reasonable period of time (but in no event more than 30 calendar days), MCE and Implementer shall have the right to pursue all rights and remedies that may be

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 available at law or in equity. In particular, Implementer shall have right to request arbitration or mediation to resolve the dispute and MCE shall be required to participate in arbitration or mediation in good faith. All negotiations and any mediation agreed to by the Parties are confidential and shall be treated as compromise and settlement negotiations, to which Section 1119 of the California Evidence Code shall apply, and Section 1119 is incorporated herein by reference.

16. JURISDICTION AND VENUE:

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

17. INDEMNIFICATION:

To the fullest extent permitted by Applicable Law, Implementer shall indemnify, defend, and hold MCE and its employees, officers, and agents (“MCE Parties”), harmless from and against any and all claims, liabilities, losses, and damages (including, but not limited to, reasonable litigation costs, attorney's fees and costs, and injury or death of any person) arising out of, resulting from, or caused by: a) the negligence, recklessness, intentional misconduct, fraud of all Implementer Parties; b) the failure of a Implementer Party to comply with the provisions of this Agreement or Applicable Law; or c) any defect in design, workmanship, or materials carried out or employed by any Implementer Party, provided however, that if such claim, liability, loss or damage is caused by the negligence, recklessness or willful misconduct of both MCE and Implementer, then Implementer’s indemnification obligation shall be limited to the proportional extent that such liabilities arise from Implementer’s negligence, recklessness or willful misconduct.

EXCEPT WITH REGARD TO IMPLEMENTER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL IMPLEMENTER BE LIABLE HEREUNDER FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

MCE is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.). Pursuant to MCE’s Joint Powers Agreement, MCE is a public entity separate from its constituent members. MCE shall solely be responsible for all debts, obligations, and liabilities accruing and arising out of this Agreement. No Implementer Party shall have rights, nor shall any Implementer Party make any claims, take any actions, or assert any remedies against any of MCE’s constituent members in connection with this Agreement.

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 Implementer at the following address:

Implementer: Dean Laube
Address: 102 North Franklin Street
Port Washington, WI 53074
Email Address: [email protected]
Telephone No.: (715) 304-0366

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 With a copy to:

Implementer: Corporate Counsel
Address: 102 North Franklin Street
Port Washington, WI 53074
Email Address: [email protected]
Telephone No.: (262) 284-3838

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 [counterpartySignerInitials_ym5 QGsP]
[mCESignerInitials_Z
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EXHIBIT B. ☒ Rate Schedule [counterpartySignerInitials_0e0y wfr]
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EXHIBIT C. ☒ Energy Efficiency Program Terms [counterpartySignerInitials_0y OOfiU]
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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:

Implementer 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 Implementer Party. Neither MCE nor any Implementer 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. INTENTIONALLY OMITTED.

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. DIVERSITY SURVEY:

Pursuant to Senate Bill 255 which amends Section 366.2 of the California Public Utilities Code, MCE is required to submit to the California Public Utilities Commission an annual report regarding its procurement from women-owned, minority-owned, disabled veteran-owned and LGBT-owned business enterprises (“WMDVLGBTBE”). Consistent with these requirements, Implementer agrees to provide

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 information to MCE regarding Implementer’s status as a WMDVLGBTBE and any engagement of WMDVLGBTBEs in its provision of Services under this Agreement. Concurrently with the execution of this Agreement, Implementer agrees to complete and deliver MCE’s Supplier Diversity Survey, found at the following link: https://form.asana.com/?k=jSGYk4x3sf2dHfSzywc2fg&d=163567039999692 (the “Diversity Survey”). Because MCE is required to submit annual reports and/or because the Diversity Survey may be updated or revised during the term of this Agreement, Implementer agrees to complete and deliver the Diversity Survey, an updated or revised version of the Diversity Survey or a similar survey at the reasonable request of MCE and to otherwise reasonably cooperate with MCE to provide the information described above. Implementer shall provide all such information in the timeframe reasonably requested by MCE.

28. COUNTERPARTS:

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

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

APPROVED BY
Marin Clean Energy:

By: [mCESignerSignature_aFapZ03]
Name: [mCESignerName_7WWKVEZ]
Title: [mCESignerTitle_MpFK0Ez]
Date: [mCESignerDateField_qYL0FEH]
By:[mCEChairpersonSignerSignature_dO0dTkS]
Chairperson
Date:[mCEChairpersonSignerDateField_2xYRgpJ]
CONTRACTOR:

By: [counterpartySignerSignature_FLtPfoc]
Name: ounterpartySignerName_xwv40To]
Title: counterpartySignerTitle_MOb6TAj] Date:
[counterpartySignerDateField_7hR6pnt]

MODIFICATIONS TO MASTER SERVICES AGREEMENT SHORT FORM
܈ Master Services Agreement Form Content Has Been Modified List sections affected: 1, 5.1, 5.2, 5.5, 5.10, 6, 7 (omitted), 8, 9, 10.5, 10.6(b) and (d), 10.7, 11, 12.1, 12.3, 12.5 (omitted),

12.6, 13, 15, 17, and 23 (omitted)
Approved by MCE Counsel: ___________________________________________ Date: _______________

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 5/4/2023
COO
Grace Wu
5/24/2023

EXHIBIT A

FORM OF STATEMENT OF WORK
Statement of Work – Schedule A.[#]
This Schedule A._ ("Schedule A.1" or "Statement of Work" or “SOW”) is entered into on [Date] pursuant to the Master Services Agreement between MARIN CLEAN ENERGY, hereinafter referred to as "MCE", and FRANKLIN ENERGY SERVICES, LLC, hereinafter referred to as "Implementer", dated April 20, 2023 ("Agreement").

Implementer shall provide the following Services under the Agreement as requested and directed by MCE Customer Programs staff, up to the maximum time/fees allowed under this Statement of Work:
[List scope of services]
Billing:

Implementer shall bill monthly and according to the rate schedule listed in Exhibit B of the Master Services Agreement dated DATE. In no event shall the total cost to MCE for the services provided under this Statement of Work exceed the maximum sum of $0,000 for the term of the Agreement.

Term of Statement of Work:

This Statement of Work shall commence on DATE and shall terminate on DATE.

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: __________________________________
Name: _______________________________
Date: ________________________________
By: __________________________________
Chairperson
Date: ________________________________
CONTRACTOR:

By: __________________________________
Name: ___
Date: ________________________________
DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34

EXHIBIT B

RATE SCHEDULE
For Services provided under this Agreement, MCE shall pay Implementer in accordance with the rate schedule as specified below and in accordance with the payment structure listed in a Statement of Work:

Implementer Key Staff Rates
Name Title Hourly Rate ($/hour)
Isai Reyes Senior Program Manager $160
Justin Kjeldsen Pacific Regional Director $165
Eric Perez Project Specialist $85
Brett Bishop Director of Contract Services $165
Nic Schueller Engineering Manager $101.50
Leonel Campoy Engineering Manager $101.50
Danna Perry Marketing Manager $90
Harrison Fegley IT Project Manager $160
Delfino Quezada Customer Care Center Supervisor $80
Implementer shall bill according to these rates and the payment structure listed in a Statement of Work. Implementer shall not exceed the maximum contract sum listed in any Statement of Work.

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34

EXHIBIT C
Energy Efficiency Program Terms
The terms below shall apply to all Implementer Parties providing Services under the Home Energy Savings (“Program”).

1. BILLING, ENERGY USE, AND PROGRAM TRACKING DATA.
a) Implementer shall comply with and timely cooperate with all CPUC directives, activities, and requests regarding the Program and Project evaluation, measurement, and verification (“EM&V”). For the avoidance of doubt, it is the responsibility of Implementer to be aware of all CPUC requirements applicable to the Services of this Agreement. b) Implementer shall make available to MCE upon demand, detailed descriptions of the program, data tracking systems, baseline conditions, and participant data, including financial assistance amounts. c) Implementer shall make available to MCE any revisions to Implementer's program theory and logic model (“PTLM”) and results from its quality assurance procedures, and comply with all MCE EM&V requirements, including reporting of progress and evaluation metrics.

2. WORKFORCE STANDARDS.

At all times during the Term of the Agreement, Implementer shall comply with, and shall cause all Implementer Parties to comply with, the workforce qualifications, certifications, standards and requirements set forth in this Exhibit C, Section 2 (“Workforce Standards”).

The Workforce Standards shall be included in their entirety in MCE’s Final Implementation Plan. If applicable, “Final Implementation Plan” is defined in the deliverables for the Services listed in the applicable SOW. Prior to commencement of any Services, once per calendar year, and at any other time as may be requested by MCE, Implementer shall provide all documentation necessary to demonstrate to MCE’s reasonable satisfaction that Implementer has complied with the Workforce Standards.

3. COORDINATION WITH OTHER PROGRAM ADMINISTRATORS.

Implementer shall coordinate with other Program Administrators, including investor-owned utilities and local government agencies authorized by the CPUC to implement CPUC-directed energy efficient programs, administering energy efficiency programs in the same geographic area as MCE. These other Program Administrators include: Pacific Gas and Electric Company and Bay Area Regional Energy Network. The CPUC may develop further rules related to coordination between Program Administrators in the same geographic area, and any Implementer is required to comply with such rules.

4. MEASUREMENT AND VERIFICATION REQUIREMENTS, INCLUDING GUIDELINES ABOUT NORMALIZED METERED ENERGY CONSUMPTION (“NMEC”) DESIGN REQUIREMENTS
Implementer shall:

1. Only enroll customers that qualify for Program services.

2. Comply with current policies, procedures, and other required documentation as required by MCE;

3. Report Customer Participation Information to MCE.

4. Work with MCE’s evaluation team to define Program-specific data collection and evaluability requirements, and in the case of NMEC which independent variables shall be normalized.

Throughout the Term, MCE may identify new net lifecycle energy savings estimates, net-to- gross ratios, effective useful lives, or other values that may alter Program Net Lifecycle Energy Savings, as defined in the applicable SOW, if applicable. Implementer shall use modified values upon MCE’s request, provided MCE modifies Implementer’s Program budget and/or overall Program net lifecycle Energy Savings consistent with the requested change. MCE shall determine any budget increases or decreases in its sole discretion.

For Programs claiming to-code savings: Implementer shall comply with Applicable Law and work with MCE to address elements in its Program designs and Implementation Plans, such as:

1. Identifying where to-code savings potential resides;

2. Specifying which equipment types, building types, geographic allocations, and/or customer segments promise cost-effective to-code savings;

3. Describing the barriers that prevent code-compliant equipment replacements;

4. Explaining why natural turnover is not occurring within certain markets or for certain technologies; and

5. Detailing the program interventions that would effectively accelerate equipment turnover.

DocuSign Envelope ID: 8F46F064-A499-4B9E-B848-8DF73147DB34 MCE Q1 FY 2025/26 Treasurer’s Report
and Treasurer's Monthly Investment
Report September 2025
1 3
8 12
16 18
19 20
Table of Contents
Staff Report
Attachment A: Q1 FY 2025/26 Financial Statements
Attachment B: Financial Results Highlights and Customer Statistics Attachment C: Budgetary Comparison Schedules
Attachment D : Statement of Investments held at USBank
Attachment E: Statement of Transactions at USBank
Attachment F: Fixed Income Portfolio at USBank Summary
Attachment G: Statement of Investments held at River City Bank Attachment H: Statement of Transactions at River City Bank 21 MCE Board of Directors
Maira Strauss, Chief Financial Officer & Treasurer
Vicken Kasarjian, Chief Operating Officer & Deputy Treasurer MCE Q1 FY 2025/26 Treasurer's Report and
Treasurer’s Monthly Investment Report for September 2025 October 15
th
, 2025
TO:

FROM:

RE:

Attachments: Attachment A: Q1 FY 2025/26 Financial Statements Attachment B: Financial Results Highlights and Customer Statistics Attachment C: Budgetary Comparison Schedules
Attachment D: Statement of Investments held at USBank
Attachment E: Statement of Transactions at USBank
Attachment F: Fixed Income Portfolio at USBank Summary
Attachment G: Statement of Investments held at River City Bank Attachment H: Statement of Transactions at River City Bank _____________________________________________________________________________________ Dear Board Members:

This memorandum is to verify and report in writing to the Board the responsibilities designated to the MCE Treasurer pursuant to Government Code Section 6505.5. The Treasurer of MCE is required to report to the Board the interim financials on a quarterly basis in January, April, July and October of each fiscal year. MCE’s Fiscal Year ends March 31.

Attachment A shows financial statements including a Statement of Net Position, a Statement of Revenues, Expenses and Changes in Net Position, and a Statement of Cash Flows. Results for April 2025 through June 2025 (Q1) are shown. Attachment B provides a series of charts and tables on MCE’s financial results and customer statistics. Attachment C shows budgetary comparison schedules for the Operating Fund, Energy Efficiency Fund, Program Development Fund and the Resiliency Virtual Power Plant Fund. In addition to the quarterly results shown, there is a monthly Treasurer’s Report that shows investing activity in the previous month. Purchases, sales, maturities and yields are shown for all of MCE’s securities.

Monthly obligation to report new investment transactions:

Government Code Section 53607 and MCE’s Investment Policy require MCE to report in writing to the Board any investment transactions (defined as purchases, sales or exchanges of securities) made 1 during the prior month. MCE currently maintains bank accounts and investments at River City Bank, USBank, and JP Morgan Chase.

USBank: In October of 2022 your Board approved amendments to MCE Policy 014: Investment Policy, as recommended by MCE’s investment advisor, Chandler Asset Management (CAM).

Currently, CAM manages over $200 million of MCE’s reserves. All investments directed by CAM are held at MCE’s custodian, USBank. Attachment D shows a Statement of Investments held at USBank that reports on holdings as of September 30th, 2025. Attachment E shows a Statement of Transactions at USBank and shows that eleven securities were sold and five were bought in September.

Attachment F shows a summary of the Fixed Income Portfolio at USBank.

River City Bank: Attachment G shows a Statement of Investments held at River City Bank for the month ending September 30th
, 2025. Attachment H shows a Statement of Transactions at River City Bank for September. No new CDARs were purchased but three reached maturity, totaling $9.6 million dollars.

A summary of MCE’s holdings and cash balances and their associated average yield is shown in the table below. Overall, MCE’s holdings, cash balances, and collateral at the CAISO had an average yield of 4.39% at the end of September 2025.

MCE Holdings 9/30/2025 Allocation Average Yield
Fixed Income Portfolio Market Value $ 200,097,000 45% 4.49% CDARs 80,500,000 18% 4.62%
Cash Balances 142,165,000 32% 4.17%
Collateral at CAISO 22,151,000 5% 4.02%
Total 444,913,000 100% 4.39%
*Cash balances are held at JP Morgan Chase and River City Bank.

Staff will provide Statements of Investments as required throughout the year.

No Action Needed
This memorandum and associated attachments are to inform the Board pursuant to the requirements of MCE’s Investment Policy 014 and Government Code Section 53607. There is no action requested of the Board at this time. Please note that the statements and budget comparison schedules are preliminary in nature and may be subject to adjustments based on future true-ups or unanticipated accrual activity.
2 ACCOUNTANTS’ COMPILATION REPORT
Management
Marin Clean Energy
Management is responsible for the accompanying financial statements of Marin Clean Energy (a California Joint Powers Authority), which comprise the statement of net position as of June 30, 2025, and the related statement of revenues, expenses, and changes in net position, and the statement of cash flows for the three months then ended in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the accompanying statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, conclusion, nor provide any assurance on these financial statements.

Management has elected to omit substantially all of the note disclosures required by accounting principles generally accepted in the United States of America in these interim financial statements.

Marin Clean Energy’s annual audited financial statements include the note disclosures omitted from these interim statements. If the omitted disclosures were included in these financial statements, they might influence the user’s conclusions about the Authority’s financial position, results of operations, and cash flows. Accordingly, these financial statements are not designed for those who are not informed about such matters.

We are not independent with respect to Marin Clean Energy because we performed certain accounting services that impaired our independence.

Maher Accountancy
San Rafael, CA
August 20, 2025
1101 Fifth Avenue, Suite 200 San Rafael, CA 94901 415 459 1249 mahercpa.com Attachment A: Q1 FY 2025/26 Financial Statements
3 Current assets
Cash and cash equivalents - unrestricted 152,534,052$
Accounts receivable, net of allowance 65,069,127
Accrued revenue 39,329,634
Other receivables 18,159,778
Prepaid expenses 3,359,745
Cash and cash equivalents - restricted for grant purposes 20,920,700 Investments 135,236,272
Deposits 26,293,095
Total current assets 460,902,403
Noncurrent assets
Investments 174,602,994
Capital assets, net of depreciation and amortization 563,317 Deposits 158,622
Total noncurrent assets 175,324,933
Total assets 636,227,336
Current liabilities
Accrued cost of electricity 136,671,522
Accounts payable 4,212,210
Other accrued liabilities 5,612,883
User taxes and energy surcharges due to other governments 1,267,820 Security deposits - energy suppliers 856,800
Advances from grantors 20,920,700
Total current liabilities 169,541,935
Operating Reserve Fund 70,000,000
Net position
Net investment in capital assets 563,317
Unrestricted 396,122,084
Total net position 396,685,401$

NET POSITION

MARIN CLEAN ENERGY

STATEMENT OF NET POSITION
As of June 30, 2025
ASSETS

LIABILITIES

DEFERRED INFLOWS OF RESOURCES
See accountants' compilation report. 4

OPERATING REVENUES
Electricity sales, net 170,157,162$
Grant revenue 3,933,595
Other revenue 532,514
Total operating revenues 174,623,271

OPERATING EXPENSES
Cost of electricity 186,086,771
Contract services 5,177,620
Staff compensation 6,408,346
Other operating expenses 3,760,280
Depreciation and amortization 45,972
Total operating expenses 201,478,989
Operating income (loss) (26,855,718)

NONOPERATING REVENUES (EXPENSES)
Investment income 6,678,067
Nonoperating revenues (expenses), net 6,678,067
CHANGE IN NET POSITION (20,177,651)
Net position at beginning of period 416,863,052
Net position at end of period 396,685,401$
Three Months Ended June 30, 2025

AND CHANGES IN NET POSITION

STATEMENT OF REVENUES, EXPENSES

MARIN CLEAN ENERGY
See accountants' compilation report. 5

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 164,595,632$
Receipts from grantors 2,567,330
Other operating receipts 566,178
Payments to suppliers for electricity and collateral (203,636,385) Payments for other goods and services (8,660,671)
Payments for staff compensation (6,191,331)
Payments of taxes and surcharges to other governments (2,888,428) Net cash provided (used) by operating activities (53,647,675)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments to acquire capital assets (53,472)
Net cash provided (used) by capital and related
financing activities (53,472)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment income received 4,152,196
Proceeds from sales and maturities of investments 11,127,777 Purchase of investments (14,750,063)
Net cash provided (used) by investing activities 529,910 Net change in cash and cash equivalents (53,171,237)
Cash and cash equivalents at beginning of period 226,625,989 Cash and cash equivalents at end of period 173,454,752$ Reconciliation to the Statement of Net Position
Current assets
Cash and cash equivalents - unrestricted 152,534,052$
Cash - restricted 20,920,700
Noncurrent assets
Cash and cash equivalents 173,454,752$
NONCASH INVESTING ACTIVITIES:

Change in fair market value 2,525,871$

STATEMENT OF CASH FLOWS

MARIN CLEAN ENERGY
Three Months Ended June 30, 2025
See accountants' compilation report. 6
Operating income $ (26,855,718)
Adjustments to reconcile operating income to net
cash provided (used) by operating activities
Depreciation and amortization expense 45,972
(Increase) decrease in:

Accounts receivable, net (1,352,708)
Energy market settlements receivable (345,517)
Accrued revenue (7,082,692)
Other receivables 5,573,905
Prepaid expenses (987,161)
Deposits 4,638
Increase (decrease) in:

Accrued cost of electricity (21,751,279)
Accounts payable 232,045
Other accrued liabilities 259,124
User taxes and energy surcharges due to other governments (14,558) Advances from grantors (1,373,726)
Net cash provided (used) by operating activities (53,647,675)$ Three Months Ended June 30, 2025

STATEMENT OF CASH FLOWS (CONTINUED)

MARIN CLEAN ENERGY

RECONCILIATION OF OPERATING INCOME TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES
See accountants' compilation report. 7
Change in Net Position, Cumulative Net Position, Holdings, and Progress to Days Cash on Hand MCE's Operating Fund had a change in net position of $5.8 million for the month of June and -$18.6 million for fiscal year to date.

MCE's days cash on hand fluctuates with changes in energy costs and operating expenses. In line with MCE Policy 013: Reserve Policy, the target is to maintain 240 days of cash on hand. As of June 30th, MCE held 208 days cash on hand. The variation reflects normal seasonal change in MCE's net position.

Days cash on hand is calculated using 60% of annual cost of energy and operating expenses. Results are based on the ending cumulative net position, plus deferred revenue, minus transfers earmarked for program expenses.

Interest earned on the deposits at River City Bank is pegged to the Local Agency Investment Fund (LAIF) rate. MCE holds a back up high yield checkings account at JP Morgan Chase.

MCE's holdings totaled $445 million. This number exceeds the net position reporting on the financial statements as it includes deferred revenue which is invested but not recognized as revenue per GASB 31.

MCE
Financial Results Highlights and Customer Statistics
Q1 and September 2025
MCE's cumulative net position was $398 million at the end of June and is forecasted to reach approximately $432 million by March 2026. Actuals are based on the Statement of Revenue, Expenses, and Changes to Net Position.

Forecasted period uses Change in Net Position as projected in the Operating Fund Budget. *The Operating Fund Budget captures activities related to MCE's core functions including sales of electricity, cost of energy, operating expenses, non-operating revenues and expenses.
-$25
-$20
-$15
-$10
-$5
$0
$5
$10
$15
$20
Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Feb-26 Mar-26 Millions
Change in Net Position*
Operating Budget vs Actuals
Actual Budget
$399 $392 $398 $402 $407 $412 $406 $410 $413 $413 $414
$432
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Feb-26 Mar-26 Millions
Cumulative Net Position
Cumulative Net Position Forecasted
Fixed Income Portfolio
Market Value
$200,097,000
45%
CDARs
80,500,000
18%
Deposits at RCB and
JP Morgan Chase
142,165,000
32%
Collateral at CAISO
22,151,000
5%
Holdings Allocation as of 9/30/2025
209 205 208 211 213 216 213 215 216 216 217
225
240
0 50
100
150
200
250
300
Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Feb-26 Mar-26 Progress to Days Cash on Hand
Actual Days Cash on Hand Forecasted Days Cash on Hand Goal Days Cash on Hand Attachment B: Financial Results Highlights and Customer Statistics 8 Operating Fund Budget Results and Variance
Actual Budget Variance $ Variance %
Revenue, Net $ 170,157,000 $ 183,289,000 $ (13,132,000) -7% Cost of Energy 186,087,000 184,537,000 1,550,000 1%
Operating Expenses 10,738,000 12,458,000 (1,720,000) -14% Non-operating Revenues 8,280,000 4,570,000 3,710,000 81% Non-operating Expenses 226,000 876,000 (650,000) -74%
Change in Net Position (18,614,000) (10,012,000) 8,602,000 85.9% Actual Budget Variance $ Variance %
Revenue, Net $ 67,365,000 $ 76,312,000 $ (8,947,000) -12% Cost of Energy 62,348,000 66,967,000 (4,619,000) -7%
Operating Expenses 3,563,000 4,054,000 (491,000) -12%
Non-operating Revenue 4,492,000 1,523,000 2,969,000 195% Non-operating Expenses 100,000 292,000 (192,000) -66%
Change in Net Position 5,846,000 6,522,000 (676,000) -10.4% Cost of energy in May and June were below budget expectations.

Marin Clean Energy
Operating Fund Budgetary Comparison Schedule
1 Month Ended June 30th, 2025
As noted during the September 2025 Board meeting, MCE received renewable energy deliveries ahead of schedule. The final quantites under this contract were delivered in April, contributing to results that exceeded budget projections by $8.9 million.

MCE
Financial Results Highlights and Customer Statistics
Q1 and September 2025
Marin Clean Energy
Operating Fund Budgetary Comparison Schedule
3 Months Ended June 30th, 2025
The cost of energy represents 94% of MCE's total expenditures.

Revenue, net Energy - $170.2 million
Net energy revenue for the first quarter was $13.1 million or 7% under budget, primarily due to lower than expected sales volume driven by unusual mild weather. June, the first month when summer rates take effect, was especially impacted.

Cost of Energy - $186.1 million
The cost of energy came in slightly above expectations by $1.6 million, deviating from the budget by 1%. With the exception of April, which incurred the last batch of early renewable enery deliveries, May and June saw slightly lower than anticipated costs.

See chart on the right.

Operating Expenses - $10.7 million
Total Operating Expenses were under budget by $1.7 million or 14%. Results reflect delays in project startimes, increased in-house work, and expenses that were budgeted for later in the fiscal year. Operating expenses historically come in under budget.

Non-Operating Revenues - $8.3 million
Total non-operating revenues were above expectations by $3.7 million or 81%. The Finance department continues to strategically allocate surplus working capital in high-yield savings accounts and securities like treasuries and corporate notes.

Non-Operating Expenses - $226 thousand
Total non-operating expenses came in $650 thousand (74%) under budget, mainly due to how spending from the DAC-GT program is recorded. The program offers bill discounts to eligible customers, so its impact appears as reduced energy revenue which is offset by grant income equal to the discounts. Grant revenue, for all programs, can only be recognized when there is a corresponding eligible expense.

Change in Net Position - -$18.6 million
The change in net position was a loss of $18.6 million, which is $8.6 million greater than budgeted reflecting lower revenues partially offset by higher investment earnings.

Note: For reconciliation purposes, Operating Fund budgetary numbers may differ from those in the Statement of Revenues, Expenses and Changes to Net Position as the statement captures activity across all the funds. Numbers shown here are net of any grant reimbursements.

Cost of Energy
186,086,771
94%
Operating Expenses
11,311,602
6%
Cost of Energy and Operating Expenses
3 Months Ended June, 30th 2025
$0
$25
$50
$75
$100
Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Feb-26 Mar-26 Millions
Cost of Energy
Monthly Actual vs Budget
Actual Budget
One month results for June 2025 are shown above. MCE's service area experienced mild weather which led to the absence of typical summer load from customers. As a result, revenue from electricity sales was below budget by 12% while the cost of energy was under by 7%. Operating expenses were under budget by 12% while non-operating revenues were above expectations by 195% largely due to strong investment and interest income. 9 Customer Statistics
Numbers shown as of the end of June 2025 for both tables below.

County Customer Class Total Accounts MCE Accounts Opt-in Rate Contra Costa AGR 365 280 77%
Contra Costa COM/IND 31,907 28,590 90%
Contra Costa RES 354,285 313,757 89%
Contra Costa ST GOV 777 770 99%
Marin AGR 154 126 82%
Marin COM/IND 14,336 11,966 83%
Marin RES 106,749 86,916 81%
Marin ST GOV 252 248 98%
Napa AGR 1,502 1,353 90%
Napa COM/IND 8,306 7,517 91%
Napa RES 54,001 47,896 89%
Napa ST GOV 174 173 99%
Solano AGR 1,148 949 83%
Solano COM/IND 11,147 9,928 89%
Solano RES 102,923 88,406 86%
Solano ST GOV 336 328 98%
Total 688,362 599,203 87%
County Total Accounts MCE Accounts Opt-In Rate
Contra Costa 387,334 343,397 89%
Marin 121,491 99,256 82%
Solano 115,554 99,611 86%
Napa 63,983 56,939 89%
Total 688,362 599,203 87%
Net Usage (in KWh) = Delivered Volumes - Volumes returned to Grid Opt-in rate = MCE accounts / All accounts in the service area. Numbers are are snapshots at the end of each month shown.

The Opt-in rate has hovered at 87% over the last quarter, reflecting strong customer participation across MCE's service area.

Contra Costa county holds the largest number of customer accounts followed by Solano, Marin, and Napa. Numbers are a snapshot at the end of June 2025.

MCE
Financial Results Highlights and Customer Statistics
Q1 and September 2025
598 599 599
688 688 688

86.93% 86.95% 87.05%

0.8 0.81

0.82 0.83

0.84 0.85

0.86 0.87

0.88 0
100
200
300
400
500
600
700
800
Apr-25 May-25 Jun-25
Thousands
MCE Accounts and Opt-in Rate
MCE Total Accounts % Opt-In Rate
Contra Costa
343,397
Marin
99,256
Solano
99,611
Napa Number of MCE accounts 56,939
by County
376,644
393,130
395,304
365000000
370000000
375000000
380000000
385000000
390000000
395000000
400000000
0 100,000
200,000
300,000
400,000
500,000
Apr-25 May-25 Jun-25
Thousands
Net Usage
(KWh)
Contra Costa Marin Napa Solano Total
Key
AGR = Agriculture
COM/IND = Commercial / Industrial
RES = Residential
ST GOV = Street-Goverment
Net Usage (in KWh) represents volumes returned to grid subtracted from delivered volumes. This totaled 395 million KWh in June, which is a 5% increase from April 2025.

Customer Participation remained strong and stable in Q1, with steady opt-in rates and consistent energy usage patterns across all service area.
10 Supplemental Graphs on Investment and Interest Income MCE
Financial Results Highlights and Customer Statistics
Q1 and September 2025
*Graph includes monthly earned income on the portfolio. For reconciliation purposes, the financial statements will show monthly changes in fair market value as required by GASB 31.
*Graph shows monthly earned income on the portfolio. For reconciliation purposes, the financial statements will show monthly changes in fair market value as required by GASB 31.

4.00%

4.20%

4.40%

4.60%

4.80%

5.00%

5.20%
$0
$20
$40
$60
$80
$100
$120
$140
$160
Millions
CDARs Amounts & Yield
Last 12 Months
CDARs Total Purchase Yield

4.00%

4.10%

4.20%

4.30%

4.40%

4.50%

4.60%

4.70%
$0
$50
$100
$150
$200
Millions
Fixed Income Portfolio Market Value and Purchase Yield
Last 12 Months
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
Millions
Investment and Interest Income
Last 12 Months
CDARs Cash Balances at RCB and JP Morgan Chase Fixed Income Portfolio* CAISO Collateral The market value and yield of MCE's CDARs are shown above. As of September 30th, 2025, CDARs had an average yield of

4.62% and a total balance of $84,700,000 (includes par amount and accrued interest).

The amount and purchase yield of the fixed income portfolio is shown above. As of September 30th 2025, the fixed income portfolio had a market value of over $200 million and a purchase yield of 4.49%. $14.07
$22.48
$21.69
$0
$5
$10
$15
$20
$25
Millions
Investment and Interest Income
Actuals and Projections*
FY 2023/24 FY 2024/25 FY 2025/26 FY 2025/26 Projection
11 Purchase Yield
Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Fixed Income Portfolio Market Value
April - June
Actuals
April - June
Budget Variance $ Variance %

ENERGY REVENUE
REVENUE - ELECTRICITY NET $ 170,157,000 $ 183,289,000 (13,132,000) -7.2%

ENERGY EXPENSES
Cost of Energy 186,087,000 184,537,000 1,550,000 0.8%
NET ENERGY REVENUE (15,930,000) (1,248,000) 14,682,000 1176.4%

OPERATING EXPENSES
Personnel 5,674,000 6,247,000 (573,000) -9.2%
Data Manager 1,325,000 1,319,000 6,000 0.5%
Technical and Scheduling Consultants 251,000 350,000 (99,000) -28.3% Service Fees - PG&E 645,000 685,000 (40,000) -5.8%
Legal and Policy Services 282,000 384,000 (102,000) -26.6% Communication Services 431,000 556,000 (125,000) -22.5% Other Professional Services 967,000 1,189,000 (222,000) -18.7% General and Administrative 1,052,000 1,242,000 (190,000) -15.3% Occupancy 112,000 113,000 (1,000) -0.9%
Contingency - 375,000 (375,000) -100.0%
TOTAL OPERATING EXPENSES 10,739,000 12,460,000 (1,721,000) -13.8% OPERATING INCOME (26,669,000) (13,708,000) 12,961,000 94.6%

NONOPERATING REVENUES
Grant Income 1,668,000 820,000 848,000 103.4%
Other Income - 38,000 38,000
Interest Income 6,575,000 3,750,000 2,825,000 75.3%
TOTAL NONOPERATING REVENUES 8,281,000 4,570,000 3,711,000 81.2%

NONOPERATING EXPENSES
Banking Fees and Financing Costs 56,000 - 56,000 0.0%
Grant Expenses 170,000 820,000 (650,000) -79.3%
TOTAL NONOPERATING EXPENSES 226,000 876,000 (650,000) -74.2% CHANGE IN NET POSITION (18,614,000) (10,014,000) 8,600,000 85.9% Budgeted Net Position Beginning of Period 416,863,000 - 416,863,000 0.0% Change in Net Position (18,614,000) (10,014,000) 8,600,000 85.9% BUDGETED NET POSITION END OF PERIOD 398,249,000 406,849,000 -2.1%

CAPITAL EXPENDITURES, INTERFUND TRANSFERS & OTHER
Office Improvements and Retrofits 54,000 87,000
8,600,000
(33,000) -37.9%
Transfer to Program Development Fund 2,392,000 - 2,392,000 0.0%

TOTAL CAPITAL EXPENDITURES, INTERFUND TRANSFERS &
OTHER 2,446,000 2,479,000 (33,000) -1.3%
-
BUDGETED NET INCREASE IN OPERATING FUND BALANCE $ (21,060,000) $ (12,493,000) 8,567,000 68.6% From April 1, 2025 through June 30, 2025
Approved Budget Comparison Fiscal Year 2025/26
MCE Operating Fund
Attachment C: Budgetary Comparison Schedules
12 April - June
Budget
April- June
Actual Variance $ Variance %
Revenue And Other Sources
CEC VPP Flex Grant 300,000$ - $ (300,000)$ -100%
Federal Earkmark Funding - 50,000 (50,000) -100%
Marin Community Foundation Grant 18,000 82,000 64,000 356% Total Revenue and Other Sources 368,000 82,000 (286,000) -78% Expenditures And Other Uses
CEC VPP Flex Grant Expenses 300,000 2,000 (298,000) -99% Energy Storage Program 76,500 47,000 (29,500) -39%
CEC VPP Flex Grant Match 250,000 32,000 (218,000) -87%
MCE Sync 238,000 - (238,000) -100%
PeakFLEX - 25,000 (25,000) -100%
Federal Earmark- Energy Storage - 50,000 (50,000) -100% MCE Resilency at Critical Facilities 18,000 82,000 64,000 356% Federal Earmark Match Expense 50,000 7,000 (43,000) -86% San Rafael Office Resilency Buildout - 50,000 (50,000) -100% Richmond VPP Pilot 42,750 (4,000) (46,750) -109%
Total Expenditures And Other Uses 1,100,250 166,000 (934,250) -85% Net Increase (Decrease) in Fund Balance (732,250) (84,000) - - Fund Balance at Beginning of Period 3,878,000 - - 3,878,000 Fund Balance at End of Period 3,145,750 3,794,000 - -
MCE
Resiliency VPP Fund
Approved Budget Comparison Fiscal Year 2025/26
From April 1, 2025 through June 30, 2025
13 April - June
Budget
April- June
Actual Variance $ Variance %
Revenue And Other Sources
Public Purpose Energy Efficiency Program 4,690,250$ 1,902,000$ (2,788,250)$ -59% Public Purpose Low Income Families and Tenants
Pilot Program 200,000 374,000 174,000 87%
Total Revenue And Other Sources 4,890,250 2,276,000 (2,614,250) -53% Expenditure And Other Uses -
Public Purpose Energy Efficiency Program 4,690,250 1,902,000 (2,788,250) -59% Public Purpose Low Income Families and Tenants
Pilot Program 200,000 374,000 174,000 87%
Total Expenditures And Other Uses 4,890,250 2,276,000 (2,614,250) -53% Balance - - - -
MCE
Energy Efficiency Fund
Approved Budget Comparison Fiscal Year 2025/26
From April 1, 2025 through June 30, 2025
14 April - June
Budget
April- June
Actual Variance $ Variance %
Revenue And Other Sources
Transfer from Operating Fund and Deep Green
Premium $ 2,392,000 2,392,000 $ - $ 0%
Marin Community Foundation Grant 65,000 11,000 (54,000) -83% Community Benefits Funds 25,000 31,000 6,000 24%
Total Revenue and Other Sources 2,482,000 2,434,000 (48,000) -2% Expenditures And Committed Funds 0
Transportation Electrification Programs 1,327,500 1,865,000 537,500 40% Heat Pump Water Heater Incentives 135,000 41,000 (94,000) -70% Emergency Water Heater Loaner Fund 35,500 6,000 (29,500) -83% Marin Community Foundation EV Charging at Aff 65,000 11,000 (54,000) -83% Community Housing Grants 65,000 17,000 (48,000) -74%
Total Expenditures And Other Uses 1,628,000 1,940,000 312,000 19% Net Increase (Decrease) in Fund Balance 854,000 494,000 - - Fund Balance at Beginning of Period 3,760,000 3,738,000 - - Fund Balance at End of Period 4,614,000 4,232,000 - -
MCE
Program Development Fund
Approved Budget Comparison Fiscal Year 2025/26
From April 1, 2025 through March 31, 2026
15 Attachment D: Statement of Investments held at USBank Issuer Security Type Purchase Date Maturity Date Par Value $ Market Value $ Purchase Price $ Purchase Yield in % New? John Deere Owner Trust ABS 04/17/2023 11/15/2027 399,060.94 401,687.22 403,129.49 4.24 No Bank of America Credit Card Trust ABS 04/18/2023 04/17/2028 600,000.00 601,890.01 606,562.50 4.27 No Honda Auto Receivables Owner Trust ABS 08/22/2023 11/15/2027 693,427.65 698,104.27 686,412.11 4.11 No GM Financial Securitized Term ABS 10/24/2023 06/16/2028 1,080,864.97 1,092,196.58 1,074,785.11 4.02 No Honda Auto Receivables Owner Trust ABS --- 06/21/2028 875,279.65 887,014.08 878,038.33 4.06 No Toyota Auto Receivables Owner Trust ABS 11/07/2023 08/15/2028 417,378.60 423,206.38 417,333.60 4.08 No BMW Vehicle Owner Trust ABS 11/09/2023 02/25/2028 596,277.61 601,032.67 595,252.76 4.04 No John Deere Owner Trust ABS 12/18/2023 05/15/2028 407,710.91 412,932.81 413,221.37 4.13 No Bank of America Credit Card Trust ABS 02/20/2024 11/16/2026 1,000,000.00 1,014,484.13 1,003,515.63 3.89 No Toyota Lease Owner Trust ABS 02/21/2024 04/20/2027 319,855.68 321,889.51 319,842.18 3.63 No GM Financial Securitized Term ABS 02/23/2024 12/18/2028 1,000,000.00 1,008,331.73 994,921.88 4.04 No Verizon Master Trust ABS 02/29/2024 01/22/2029 1,500,000.00 1,503,676.57 1,483,242.19 4.88 No Chase Issuance Trust ABS 02/29/2024 01/16/2029 1,100,000.00 1,112,663.80 1,092,910.16 3.88 No Hyundai Auto Receivables Trust ABS 03/11/2024 02/15/2029 625,000.00 632,589.05 624,862.19 3.97 No John Deere Owner Trust ABS 03/25/2024 11/15/2028 500,000.00 506,538.37 499,765.63 4.09 No American Express Credit Master Trust ABS 04/16/2024 04/16/2029 1,235,000.00 1,263,392.95 1,234,746.83 3.88 No Hyundai Auto Lease Securitization Tr ABS 05/14/2024 05/17/2027 610,000.00 615,805.52 609,983.04 4.26 No Honda Auto Receivables Owner Trust ABS 05/14/2024 11/20/2028 535,000.00 543,290.60 534,935.00 3.89 No Mercedes-Benz Auto Lease Trust ABS 05/17/2024 01/18/2028 410,000.00 416,182.65 409,952.03 4.07 No BMW Vehicle Owner Trust ABS 06/04/2024 02/26/2029 700,000.00 708,855.93 699,893.67 3.92 No Ford Credit Auto Owner Trust ABS 11/19/2024 08/15/2029 1,070,000.00 1,084,706.18 1,069,965.65 3.92 No American Express Credit Master Trust ABS 05/06/2025 04/15/2030 1,600,000.00 1,618,328.36 1,599,971.04 3.92 No American Express Credit Master Trust ABS 10/25/2023 09/15/2026 500,000.00 507,672.22 495,781.25 3.87 No Federal Home Loan Banks Agency 03/22/2023 03/10/2028 1,500,000.00 1,531,964.43 1,529,865.00 3.69 No Farm Credit System Agency 06/02/2023 06/08/2028 2,000,000.00 2,032,968.85 1,996,034.00 3.70 No Farm Credit System Agency 08/17/2023 08/07/2028 1,000,000.00 1,020,996.00 989,510.00 3.70 No Farm Credit System Agency 11/09/2023 11/15/2027 2,000,000.00 2,072,358.92 1,992,580.00 3.70 No FNMA Agency 12/01/2022 04/24/2026 1,000,000.00 999,725.82 940,290.00 3.85 No Farm Credit System Agency 08/21/2023 08/14/2026 2,500,000.00 2,530,540.83 2,478,850.00 3.75 No Federal Home Loan Banks Agency 10/24/2023 09/11/2026 3,000,000.00 3,031,572.61 2,969,070.00 3.76 No FHLMC Agency CMBS 03/30/2023 11/25/2027 1,000,000.00 990,035.40 955,625.00 3.87 No FHLMC Agency CMBS 04/11/2023 09/25/2027 976,330.39 964,989.66 940,175.66 3.87 No FHLMC Agency CMBS 04/13/2023 07/25/2027 1,000,000.00 989,615.67 964,531.20 3.87 No FHLMC Agency CMBS --- 12/25/2026 915,000.00 911,395.97 881,380.27 1.13 No FHLMC Agency CMBS --- 01/25/2028 1,500,000.00 1,485,856.15 1,448,730.47 3.86 No FHLMC Agency CMBS --- 05/25/2028 2,512,000.00 2,515,105.92 2,382,240.00 3.86 No FHLMC Agency CMBS --- 04/25/2028 1,500,000.00 1,504,667.85 1,427,285.16 3.83 No FHLMC Agency CMBS 10/30/2023 09/25/2028 1,500,000.00 1,504,370.35 1,411,113.28 3.87 No FHLMC Agency CMBS 10/31/2023 12/25/2027 1,500,000.00 1,489,100.55 1,397,167.97 3.85 No FHLMC Agency CMBS 02/27/2024 02/25/2029 3,650,000.00 3,601,179.30 3,445,542.97 3.90 No FHLMC Agency CMBS --- 01/25/2029 3,000,000.00 2,851,139.50 2,757,109.38 3.94 No FHLMC Agency CMBS 10/01/2024 08/25/2029 2,175,000.00 2,063,098.72 2,041,101.56 3.93 No FHLMC Agency CMBS 01/29/2025 11/25/2028 800,000.00 800,860.67 780,343.75 3.88 No Cash Cash --- 09/30/2025 0.00 0.00 0.00 0.00 No
Cash Cash --- 09/30/2025 (1,650,000.00) (1,650,000.00) (1,650,000.00) 0.00 No Cash Cash --- 09/30/2025 2,003,823.99 2,003,823.99 2,003,823.99 0.00 No Northwestern Mutual Global Funding Corporate --- 09/15/2027 700,000.00 707,019.15 688,307.00 3.92 No Walmart Inc. Corporate --- 04/15/2028 1,250,000.00 1,276,969.73 1,239,252.50 3.75 No Apple Inc. Corporate 12/15/2022 11/13/2027 500,000.00 499,166.09 473,725.00 3.65 No Royal Bank of Canada Corporate 12/13/2022 08/03/2027 300,000.00 303,778.26 295,389.00 3.91 No The Toronto-Dominion Bank Corporate 12/13/2022 09/15/2027 300,000.00 304,502.00 300,258.00 4.00 No PepsiCo, Inc. Corporate 12/07/2022 10/15/2027 500,000.00 499,257.55 475,635.00 3.79 No Toyota Motor Corporation Corporate 11/16/2022 09/20/2027 400,000.00 405,170.00 395,160.00 3.93 No JPMorgan Chase & Co. Corporate 12/01/2022 09/22/2027 400,000.00 390,063.03 348,596.00 4.53 No Amazon.com, Inc. Corporate --- 12/01/2027 1,000,000.00 1,030,180.30 1,003,161.80 3.82 No PACCAR Inc Corporate 01/05/2023 01/10/2028 200,000.00 205,036.52 199,030.00 3.91 No Mastercard Incorporated Corporate --- 03/09/2028 1,350,000.00 1,385,147.72 1,348,072.20 3.87 No Deere & Company Corporate 03/23/2023 03/03/2028 600,000.00 615,783.92 613,824.00 3.92 No Merck & Co., Inc. Corporate 06/01/2023 05/17/2028 1,000,000.00 1,020,528.71 997,360.00 3.83 No Pricoa Global Funding I Corporate 06/01/2023 05/30/2028 500,000.00 521,091.31 502,005.00 4.10 No PACCAR Inc Corporate 08/03/2023 08/10/2028 405,000.00 419,326.57 404,360.10 3.89 No Deere & Company Corporate 10/24/2023 07/14/2028 500,000.00 518,749.58 488,890.00 3.92 No New York Life Insurance Company Corporate 10/24/2023 06/13/2028 500,000.00 518,587.30 481,860.00 4.01 No Northwestern Mutual Global Funding Corporate 10/24/2023 06/12/2028 750,000.00 779,032.55 722,362.50 3.96 No Morgan Stanley Corporate 10/27/2023 10/18/2028 1,000,000.00 1,070,595.84 1,002,120.00 4.83 No JPMorgan Chase & Co. Corporate 10/27/2023 07/25/2028 1,000,000.00 1,022,115.05 958,670.00 4.78 No Bank of America Corporation Corporate 12/18/2023 07/22/2028 1,000,000.00 1,023,879.74 996,710.00 4.82 No Massachusetts Mutual Life Insurance Corporate 01/09/2024 01/17/2029 780,000.00 804,570.00 779,898.60 4.14 No Eli Lilly and Company Corporate 02/07/2024 02/09/2029 935,000.00 955,719.24 934,382.90 4.00 No Deere & Company Corporate 02/20/2024 01/16/2029 500,000.00 512,189.80 495,830.00 4.01 No Toyota Motor Corporation Corporate 02/20/2024 01/05/2029 1,000,000.00 1,029,442.04 992,770.00 4.04 No Royal Bank of Canada Corporate 02/20/2024 02/01/2029 1,000,000.00 1,035,931.72 996,120.00 4.05 No Cisco Systems, Inc. Corporate --- 02/26/2029 1,500,000.00 1,546,271.83 1,501,104.25 4.02 No New York Life Insurance Company Corporate 02/29/2024 01/29/2029 750,000.00 769,814.74 740,580.00 4.10 No Northwestern Mutual Global Funding Corporate 02/29/2024 01/10/2029 750,000.00 771,054.71 740,122.50 4.13 No Blackrock, Inc. Corporate 03/05/2024 03/14/2029 1,740,000.00 1,783,684.85 1,736,850.60 3.98 No Met Tower Global Funding Corporate 05/28/2024 04/12/2029 500,000.00 529,333.10 499,395.00 4.20 No Massachusetts Mutual Life Insurance Corporate 05/28/2024 05/30/2029 500,000.00 523,970.29 498,975.00 4.24 No PepsiCo, Inc. Corporate 07/15/2024 07/17/2029 1,140,000.00 1,170,806.06 1,138,233.00 3.99 No Meta Platforms, Inc. Corporate --- 08/15/2029 1,500,000.00 1,527,317.35 1,500,395.13 3.94 No Caterpillar Inc. Corporate 08/16/2024 08/16/2029 1,500,000.00 1,528,870.14 1,502,595.00 3.99 No JPMorgan Chase & Co. Corporate 09/12/2024 07/23/2029 1,000,000.00 1,009,873.06 995,730.00 4.47 No Guardian Life Global Funding Corporate 09/23/2024 09/26/2029 1,220,000.00 1,220,112.70 1,220,000.00 4.19 No Caterpillar Inc. Corporate 11/22/2024 11/15/2029 1,000,000.00 1,042,022.56 999,600.00 4.05 No State Street Corporation Corporate 11/29/2024 11/23/2029 2,000,000.00 2,085,125.43 2,016,280.00 4.10 No Metropolitan Life Global Funding I Corporate 01/02/2025 01/09/2030 1,440,000.00 1,492,545.28 1,437,033.60 4.24 No Massachusetts Mutual Life Insurance Corporate 01/03/2025 01/10/2030 1,050,000.00 1,088,372.36 1,049,496.00 4.29 No Toyota Motor Corporation Corporate 01/06/2025 01/09/2030 1,550,000.00 1,614,127.20 1,546,683.00 4.17 No Deere & Company Corporate 01/06/2025 01/07/2028 915,000.00 939,880.31 914,725.50 3.89 No Morgan Stanley Corporate 01/13/2025 01/16/2030 1,350,000.00 1,402,044.48 1,339,537.50 4.55 No PepsiCo, Inc. Corporate 02/07/2025 02/07/2030 1,000,000.00 1,028,370.43 994,710.00 4.06 No Bank of America Corporation Corporate 02/12/2025 02/07/2030 1,000,000.00 998,582.71 958,580.00 4.48 No State Street Corporation Corporate 02/25/2025 02/28/2028 1,350,000.00 1,372,928.85 1,350,000.00 3.97 No Marin Clean Energy
Statement of Investments held at USBank
As of 9/30/2025
16 PACCAR Inc Corporate 05/05/2025 05/08/2030 2,160,000.00 2,237,834.76 2,156,652.00 4.12 No Eli Lilly and Company Corporate 05/16/2025 02/12/2030 1,000,000.00 1,032,201.91 1,011,760.00 4.10 No Pricoa Global Funding I Corporate 08/19/2025 05/28/2030 1,500,000.00 1,548,972.23 1,519,215.00 4.30 No CME Group Inc. Corporate 09/12/2025 03/15/2030 2,000,000.00 2,026,302.07 2,032,560.00 4.12 Yes Wells Fargo & Company Corporate 09/26/2025 09/15/2029 2,000,000.00 1,997,386.73 1,990,760.00 4.39 Yes Guardian Life Global Funding Corporate 09/30/2025 10/06/2030 1,650,000.00 1,650,000.00 1,650,000.00 4.33 Yes First American Govt Oblig fund Money Market Fund --- 09/30/2025 253,518.23 253,518.23 253,518.23 3.73 No State of California Municipal Bonds 10/30/2024 08/01/2029 1,755,000.00 1,814,003.10 1,764,248.85 3.76 No International Bank for Recon and Dev Supranational 08/25/2023 07/12/2028 2,500,000.00 2,507,179.14 2,385,525.00 3.68 No Inter-American Development Bank Supranational 02/20/2024 02/15/2029 2,500,000.00 2,546,498.71 2,474,725.00 3.70 No International Bank for Recon and Dev Supranational 12/12/2024 10/16/2029 1,750,000.00 1,790,290.15 1,721,510.00 3.73 No International Bank for Recon and Dev Supranational 03/14/2025 03/20/2030 2,000,000.00 2,032,135.05 1,993,200.00 3.76 No United States US Treasury --- 06/30/2027 1,000,000.00 1,001,728.94 968,453.13 3.63 No United States US Treasury --- 11/15/2026 1,000,000.00 988,726.23 923,117.19 3.73 No United States US Treasury --- 10/31/2027 1,000,000.00 1,027,418.48 1,005,632.81 3.61 No United States US Treasury --- 03/31/2027 3,000,000.00 2,949,581.04 2,851,679.68 3.67 No United States US Treasury --- 12/31/2027 1,500,000.00 1,522,950.91 1,520,419.92 3.62 No United States US Treasury 06/01/2023 05/31/2028 2,000,000.00 2,024,677.25 1,993,046.88 3.62 No United States US Treasury 08/21/2023 07/31/2028 2,500,000.00 2,550,577.45 2,463,964.84 3.63 No United States US Treasury 09/25/2023 08/31/2028 400,000.00 409,639.24 395,781.25 3.63 No United States US Treasury 10/26/2023 10/31/2028 3,000,000.00 3,168,077.45 3,002,929.69 3.64 No United States US Treasury 10/30/2023 10/15/2026 3,000,000.00 3,091,805.89 2,978,789.06 3.71 No United States US Treasury 11/09/2023 11/15/2026 1,500,000.00 1,540,793.98 1,496,308.59 3.73 No United States US Treasury 02/16/2024 01/31/2029 2,000,000.00 2,035,118.88 1,972,500.00 3.65 No United States US Treasury 02/27/2024 02/15/2027 3,000,000.00 3,033,148.78 2,971,171.88 3.69 No United States US Treasury 04/29/2024 03/31/2029 1,000,000.00 1,015,347.70 976,367.19 3.66 No United States US Treasury 05/03/2024 04/30/2029 2,500,000.00 2,628,171.70 2,515,966.80 3.67 No United States US Treasury --- 05/31/2029 4,400,000.00 4,589,947.26 4,442,750.00 3.67 No United States US Treasury 07/18/2024 06/30/2029 1,500,000.00 1,545,934.95 1,510,605.47 3.68 No United States US Treasury --- 08/31/2029 6,500,000.00 6,504,435.61 6,539,550.78 3.69 No United States US Treasury 10/04/2024 09/30/2029 2,000,000.00 1,986,051.69 1,976,250.00 3.69 No United States US Treasury 11/19/2024 10/31/2029 3,000,000.00 3,099,482.00 2,985,234.38 3.70 No United States US Treasury 01/19/2023 11/30/2025 500,000.00 503,821.83 487,656.25 4.08 No United States US Treasury 12/13/2022 12/15/2025 1,000,000.00 1,011,832.58 1,002,617.19 3.94 No United States US Treasury 12/16/2024 11/30/2029 2,000,000.00 2,059,912.91 1,988,515.63 3.70 No United States US Treasury --- 01/15/2026 3,000,000.00 3,023,731.76 2,974,648.44 3.95 No United States US Treasury 02/26/2024 02/15/2026 3,000,000.00 3,015,794.84 2,960,156.25 3.94 No United States US Treasury 04/04/2025 03/31/2030 2,000,000.00 1,991,996.06 2,000,078.13 3.72 No United States US Treasury 06/14/2023 04/15/2026 2,000,000.00 2,033,732.71 1,963,984.38 3.83 No United States US Treasury 05/08/2025 04/30/2030 3,000,000.00 3,067,632.46 2,983,593.75 3.72 No United States US Treasury 06/01/2023 05/15/2026 2,000,000.00 2,024,642.33 1,979,843.75 3.84 No United States US Treasury --- 05/31/2030 5,000,000.00 5,125,806.86 4,998,007.81 3.72 No United States US Treasury --- 05/31/2026 1,000,000.00 995,961.70 933,953.13 3.84 No United States US Treasury 07/09/2025 06/30/2030 3,000,000.00 3,047,776.83 2,989,687.50 3.73 No United States US Treasury 08/21/2025 07/31/2030 2,500,000.00 2,531,360.38 2,502,734.38 3.74 No United States US Treasury --- 08/31/2030 4,000,000.00 3,991,792.13 3,987,734.37 3.74 Yes 197,150,528.62 200,096,513.76 194,843,173.56 3.87
17 Attachment E: Statement of Transactions at USBank
Marin Clean Energy
Statement of Transactions at USBank
For September 2025
Transaction
Type
Settlement
Date
Security Description Acq/Disp Yield Amount Purchased/
Sold Interest
Total Amount Net Realized
Gain/Loss
Buy 09/15/2025 CME GROUP INC 4.4 03/15/2030 3.995 (2,032,560.00) 0.00 (2,032,560.00) 0.00 Buy 10/06/2025 GUARDIAN LIFE GLOBAL FUNDING 4.327 10/06/2030 4.327 (1,650,000.00) 0.00 0.00 0.00 Buy 09/04/2025 UNITED STATES TREASURY 3.625 08/31/2030 3.701 (1,993,125.00) 801.10 (1,993,926.10) 0.00 Buy 09/23/2025 UNITED STATES TREASURY 3.625 08/31/2030 3.685 (1,994,609.37) 4,606.35 (1,999,215.72) 0.00 Buy 09/29/2025 WELLS FARGO & CO 4.078 09/15/2029 4.445 (1,990,760.00) 3,171.78 (1,993,931.78) 0.00 Buy Total (9,661,054) 8,579 - (8,019,634)
Sell 09/30/2025 GUARDIAN LIFE GLOBAL FUNDING 3.246 03/29/2027 4.630 692,853.00 (126.23) 0.00 5,904.63 Sell 09/30/2025 GUARDIAN LIFE GLOBAL FUNDING 5.737 10/02/2028 5.893 784,185.00 (21,394.23) 0.00 37,214.98 Sell 09/12/2025 MET TOWER GLOBAL FUNDING 5.4 06/20/2026 5.614 504,430.00 (6,375.00) 510,805.00 5,183.65 Sell 09/30/2025 METROPOLITAN LIFE GLOBAL FUNDING I 3.45 12/18/2026 5.635 496,885.00 (4,935.42) 0.00 8,900.05 Sell 09/12/2025 MICROSOFT CORP 3.3 02/06/2027 4.120 496,915.00 (1,787.50) 498,702.50 2,151.63 Sell 09/12/2025 PRICOA GLOBAL FUNDING I 5.55 08/28/2026 5.679 761,227.50 (1,965.62) 763,193.12 12,223.83 Sell 09/12/2025 TORONTO-DOMINION BANK 5.532 07/17/2026 5.402 404,732.00 (3,565.07) 408,297.07 4,337.66 Sell 09/03/2025 UNITED STATES TREASURY 2.875 11/30/2025 3.790 498,593.75 (3,770.49) 502,364.24 (378.59) Sell 09/03/2025 UNITED STATES TREASURY 4.25 10/15/2025 4.189 1,000,039.07 (16,489.08) 1,016,528.15 (25.05) Sell 09/24/2025 UNITEDHEALTH GROUP INC 3.85 06/15/2028 5.256 997,190.00 (10,694.44) 1,007,884.44 30,694.23 Sell 09/24/2025 UNITEDHEALTH GROUP INC 3.7 05/15/2027 4.521 398,660.00 (5,344.45) 404,004.45 3,514.68 Sell Total 7,035,710 (76,448) 5,111,779 109,722
18 CONFIDENTIAL | 2
Marin Clean Energy | Account #10993 | As of September 30, 2025 Execution Time: 10/02/2025 03:17:29 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747

PORTFOLIO SUMMARY
Portfolio Characteristics
Sector Allocation
Performance Review
Account Summary
Maturity Distribution
Top Issuers
Credit Quality*
Total Rate of Return** 1M 3M YTD 1YR 2YRS 3YRS 5YRS 10YRS Since Inception (01/01/23)
Marin Clean Energy 0.29% 1.31% 4.97% 4.18% 6.14% -- -- -- 4.98% Benchmark Return 0.24% 1.14% 4.57% 3.77% 5.58% -- -- -- 4.48% Secondary Benchmark Return 0.26% 1.19% 4.66% 3.90% 5.76% -- -- -- -- Average Modified Duration 2.59
Average Coupon 4.15%
Average Purchase YTM 4.49%
Average Market YTM 3.87%
Average Credit Quality* AA+
Average Final Maturity 3.05
Average Life 2.65
End Values as of
08/31/2025
End Values as of
09/30/2025
Market Value 197,976,487.28 198,521,151.75
Accrued Interest 1,545,418.63 1,575,362.00
Total Market Value 199,521,905.91 200,096,513.75
Income Earned 608,040.95 855,516.66
Cont/WD 0.00 0.00
Par 196,482,200.59 197,150,528.61
Book Value 195,136,450.84 195,940,396.88
Cost Value 193,960,084.51 194,843,173.55
United States 40.47%
FHLMC 10.89%
Farm Credit System 3.82%
International Bank for Recon and Dev 3.16%
Federal Home Loan Banks 2.29%
State Street Corporation 1.72%
American Express Credit Master Trust 1.70%
Toyota Motor Corporation 1.52%
**Periods over 1 year are annualized.

Benchmark: ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index Secondary Benchmark: ICE BofA 1-5 Year Gov/Corp A or better *The average credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch.

Attachment F: Fixed Income Portfolio at USBank Summary
19 Attachment G: Statement of Investments held at River City Bank Investment Description Purchase Date Maturity Date Interest Rate Purchase Price Yield Most Recent Price (MTM)
% Total
Portfolio
River City Bank CDARS, 2 years 11/9/2023 11/6/2025 5.01% 4,000,000 5.14% 4,000,000 4.97% River City Bank CDARS, 2 years 11/16/2023 11/13/2025 4.90% 2,000,000 5.02% 2,000,000 2.48% River City Bank CDARS, 2 years 11/24/2023 11/20/2025 4.96% 2,000,000 5.08% 2,000,000 2.48% River City Bank CDARS, 2 years 12/14/2023 12/11/2025 4.83% 6,000,000 4.95% 6,000,000 7.45% River City Bank CDARS, 2 years 12/21/2023 12/18/2025 4.51% 5,000,000 4.61% 5,000,000 6.21% River City Bank CDARS, 2 years 1/30/2025 1/29/2026 4.24% 1,000,000 4.33% 1,000,000 1.24% River City Bank CDARS, 2 years 2/15/2024 2/12/2026 4.74% 1,000,000 4.85% 1,000,000 1.24% River City Bank CDARS, 2 years 2/22/2024 2/19/2026 4.69% 4,000,000 4.80% 4,000,000 4.97% River City Bank CDARS, 52 weeks 8/21/2025 2/19/2026 4.11% 5,000,000 4.21% 5,000,000 6.21% River City Bank CDARS, 2 years 2/29/2024 2/26/2026 4.80% 2,000,000 4.92% 2,000,000 2.48% River City Bank CDARS, 52 weeks 8/28/2025 2/26/2026 4.06% 5,000,000 4.14% 5,000,000 6.21% River City Bank CDARS, 2 years 3/28/2024 3/26/2026 4.66% 2,000,000 4.77% 2,000,000 2.48% River City Bank CDARS, 2 years 4/11/2024 4/9/2026 4.84% 1,500,000 4.96% 1,500,000 1.86% River City Bank CDARS, 2 years 4/18/2024 4/16/2026 5.07% 4,000,000 5.20% 4,000,000 4.97% River City Bank CDARS, 2 years 5/9/2024 5/7/2026 4.92% 5,000,000 5.04% 5,000,000 6.21% River City Bank CDARS, 2 years 5/30/2024 5/28/2026 5.04% 4,000,000 5.17% 4,000,000 4.97% River City Bank CDARS, 52 weeks 6/20/2024 6/19/2026 4.85% 4,000,000 4.97% 4,000,000 4.97% River City Bank CDARS, 2 years 8/1/2024 7/30/2026 4.45% 4,000,000 4.55% 4,000,000 4.97% River City Bank CDARS, 52 weeks 8/14/2025 8/13/2026 3.90% 5,000,000 3.98% 5,000,000 6.21% River City Bank CDARS, 52 weeks 8/21/2025 8/20/2026 3.91% 5,000,000 3.99% 5,000,000 6.21% River City Bank CDARS, 2 years 1/9/2025 1/7/2027 4.40% 4,000,000 4.50% 4,000,000 4.97% - River City Bank CDARS, 2 years 8/7/2025 8/5/2027 3.72% 5,000,000 3.79% 5,000,000 6.21% Total $80,500,000 $80,500,000 100%
Weighted Average Interest and Yield on All Investments 4.52% 4.62% Marin Clean Energy
Statement of Investments held at River City Bank
As of 9/30/2025
20 Attachment H: Statement of Transactions at River City Bank Marin Clean Energy
Statement of Transactions at River City Bank
For September 2025
Transaction Type Investment Description Effective Date Maturity/Purchase Date
Principal Interest Paid Total Amount Realized Gain Realized Loss Annualized Yield
Maturity River City Bank CDARS, 52 weeks 9/12/2024 9/11/2025 5,000,000 212,301 $5,212,301 $537,539 - 4.26% Maturity River City Bank CDARS, 2 years 9/21/2023 9/18/2025 2,000,000 217,668 $2,217,668 $229,481 - 5.32% Maturity River City Bank CDARS, 2 years 9/28/2023 9/25/2025 2,000,000 215,899 $2,215,899 $231,046 - 5.27% Maturity Total 9,000,000 645,868 9,645,868 998,066
No CDARs were purchased in September 2025.

Purchase Total - - - - -
21 MCE Board of Directors Meeting
Thursday, November 20, 2025
6:30 p.m.
1125 Tamalpais Avenue, San Rafael, CA 94901
2300 Clayton Road, Suite 1500, Concord, CA 94520
Public comments may be made in person or remotely via the details below.

Remote Public Meeting Participation
Video Conference: https://zoomto.me/F6Ogt
Phone: Dial (669) 900-9128, Meeting ID: 890 0487 7785, Passcode: 525690 Materials related to this agenda are available for physical inspection at MCE’s offices in San Rafael at 1125 Tamalpais Avenue, San Rafael, CA 94901 and in Concord at 2300 Clayton Road, Suite 1500, Concord, CA 94520.

DISABLED ACCOMMODATION: If you are a person with a disability who requires an accommodation or an alternative format, please contact MCE at (888) 632-3674 or [email protected] at least 72 hours before the meeting start 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 9.18.25 Meeting Minutes
C.2. Approval of 10.16.25 Meeting Minutes
C.3 Approved Contracts for Energy Update
Agenda Page 2 of 2
C.4 Appoint Treasurer
C.5 Legislative and Regulatory Updates

6. VPP in Action: Bidding Simulation (Discussion)

7. MCE Public Officials Code of Ethics (Discussion/Action)

8. Placement of Finance Function for Board Engagement
(Discussion/Action)

9. Customer Programs Update (Discussion)

10. Board & Staff Matters (Discussion)

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

RESOLUTION 2025-06

A RESOLUTION OF THE EXECUTIVE COMMITTEE OF

MARIN CLEAN ENERGY ESTABLISHING THE ANNUAL COMPENSATION FOR

THE CHIEF EXECUTIVE OFFICER
WHEREAS, Marin Clean Energy (MCE) is a joint powers authority established on December 19, 2008, and organized under the Joint Exercise of Powers Act (Government Code Section 6500 et seq.); and
WHEREAS, MCE members include the following communities: the County of Marin, the County of Contra Costa, the County of Napa, the County of Solano, the City of American Canyon, the City of Belvedere, the City of Benicia, the City of Calistoga, the City of Concord, the Town of Corte Madera, the Town of Danville, the City of El Cerrito, the Town of Fairfax, the City of Fairfield, the City of Hercules, the City of Lafayette, the City of Larkspur, the City of Martinez, the City of Mill Valley, the Town of Moraga, the City of Napa, the City of Novato, the City of Oakley, the City of Pinole, the City of Pittsburg, the City of Pleasant Hill, the City of San Ramon, the City of Richmond, the Town of Ross, the Town of San Anselmo, the City of San Pablo, the City of San Rafael, the City of Sausalito, the City of St. Helena, the Town of Tiburon, the City of Vallejo, the City of Walnut Creek, and the Town of Yountville; and
WHEREAS, Dawn Weisz was hired as the first Chief Executive Officer (CEO) of MCE in 2009; and
WHEREAS, the Executive Committee and MCE staff desire to evaluate the CEO’s performance on an annual basis consistent with all other MCE staff performance reviews; and
WHEREAS, a 360° performance evaluation was conducted for the period of October 2024 through September 2025 seeking feedback from the MCE Board of Directors and MCE staff; and
WHEREAS, the MCE Board of Directors delegated to the Executive Committee in Resolution 2018-09 the authority to prescribe the compensation of MCE’s CEO and provide for the compensation, tenure, appointment and conditions of employment of the CEO, provided that such prescription and provision be consistent with the Board-approved budget.

NOW, THEREFORE, BE IT RESOLVED, by the Executive Committee of MCE The annual salary for the Chief Executive Officer shall be established in the amount of $______________.

PASSED AND ADOPTED at a regular meeting of the MCE Executive Committee on this 3
rd day of November 2025, by the following vote:

AYES NOES ABSTAIN ABSENT
City of Belvedere
City of El Cerrito
City of Concord
Contra Costa County
Town of Corte Madera
Town of Fairfax
City of Larkspur
City of Mill Valley
City of Pinole
City of San Rafael
City of Walnut Creek
______________________________________

CHAIR, MCE
Attest:
___________________________________________

SECRETARY, MCE