Agenda packet — Silicon Valley Clean Energy Board of Directors, April 13, 2022 (part 1 of 2)

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Pursuant to the Americans with Disabilities Act, if you need special assistance in this meeting, please contact the Clerk for the Authority at (408) 721-5301 x1005. Notification 48 hours prior to the meeting will enable the Authority to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35.105 ADA Title II).

Liz Gibbons, Chair
City of Campbell
George Tyson, Vice Chair
Town of Los Altos Hills
Jon Robert Willey
City of Cupertino
Zach Hilton
City of Gilroy
Neysa Fligor
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Javed Ellahie
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Tina Walia
City of Saratoga
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, April 13, 2022
7:00 pm
Teleconference Meeting
Webinar:
https://svcleanenergy-org.zoom.us/j/84056961760
Telephone (Audio Only):

US: +1 669 219 2599
Webinar ID: 840 5696 1760
This meeting will be conducted in accordance with California Government Code Section 54953(e), in consideration of the Coronavirus (COVID-19). All members of the Silicon Valley Clean Energy Board of Directors and staff will participate in this meeting by teleconference.

Members of the public may observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

The public may provide comments on any matter listed on the Agenda. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”) please contact Board Clerk Andrea Pizano at [email protected] prior to the meeting for assistance.

AGENDA
Call to Order
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Liz Gibbons, Chair
City of Campbell
George Tyson, Vice Chair
Town of Los Altos Hills
Jon Robert Willey
City of Cupertino
Zach Hilton
City of Gilroy
Neysa Fligor
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Javed Ellahie
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Tina Walia
City of Saratoga
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Roll Call
Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any matter not listed on the Agenda provided that it is within the subject matter jurisdiction of SVCE. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

Consent Calendar (Action)
1a) Approve Minutes of the March 9, 2022, Board of Directors Meeting 1b) Receive February 2022 Treasurer Report
1c) Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings
1d) Authorize the Chief Executive Officer to Execute Agreement with UtilityAPI, Inc. for a Long-Term Data Hive Program
1e) Adopt Resolution Amending SVCE Conflict of Interest Code to Add Multiple Positions
1f) Authorize the Chief Executive Officer to Execute Amendment to Agreement with Joint Venture Silicon Valley to Add Convening Support for a Building Electrification Stakeholder Group
1g) Receive Q1 2022 Decarbonization Programs Update
1h) Receive 2022 New Construction Reach Codes and Existing Building Policy Update
1i) Executive Committee Report
1j) Finance and Administration Committee Report
1k) Audit Committee Report
1l) Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report
1m) California Community Power Report
Regular Calendar
2) CEO Report (Discussion)
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Liz Gibbons, Chair
City of Campbell
George Tyson, Vice Chair
Town of Los Altos Hills
Jon Robert Willey
City of Cupertino
Zach Hilton
City of Gilroy
Neysa Fligor
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Javed Ellahie
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Tina Walia
City of Saratoga
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
3) Approve Plan to Conduct the May 2022 Board of Directors Meeting as a Hybrid Meeting (Action)
4) Clean Energy Procurement Informational Update (Presentation) Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
The public may provide comments regarding the Closed Session item(s) just prior to the Board beginning the Closed Session. Closed Sessions are not open to the public.

Convene to Closed Session
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case)
Report from Closed Session
Adjourn
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Silicon Valley Clean Energy Revised: October 10, 2019
1 SVCE

GLOSSARY OF TERMS
CAISO – California Independent System Operator - a non-profit independent system operator that oversees the operation of the California bulk electric power system, transmission lines and electricity market generated and transmitted by its members (~80% of California’s electric flow). Its stated mission is to “operate the grid reliably and efficiently, provide fair and open transmission access, promote environmental stewardship and facilitate effective markets and promote infrastructure development. CAISO is regulated by FERC and governed by a five-member governing board appointed by the governor.

CALCCA – California Community Choice Association – Association made up of Community Choice Aggregation (CCA) groups which represents the interests of California’s community choice electricity providers.

CARB – California Air Resources Board – The CARB is charged with protecting the public from the harmful effects of air pollution and developing programs and actions to fight climate change in California.

CEC – California Energy Commission
CPUC – California Public Utility Commission
C&I – Commercial and Industrial – Business customers
CP – Compliance Period – Time period to become RPS compliant, set by the CPUC (California Public Utilities Commission)
DA – Direct Access – An option that allows eligible customers to purchase their electricity directly from third party providers known as Electric Service Providers (ESP).

DA Cap – the maximum amount of electric usage that may be allocated to Direct Access customers in California, or more specifically, within an Investor-Owned Utility service territory.

DA Lottery – a random drawing by which DA waitlist customers become eligible to enroll in DA service under the currently-applicable Direct Access Cap.

DA Waitlist – customers that have officially registered their interest in becoming a DA customer but are not yet able to enroll in service because of DA cap limitations.

DAC – Disadvantaged Community
DASR – Direct Access Service Request – Request submitted by C&I to become direct access eligible.

Demand - The rate at which electric energy is delivered to or by a system or part of a system, generally expressed in kilowatts (kW), megawatts (MW), or gigawatts (GW), at a given instant or averaged over any designated interval of time. Demand should not be confused with Load or Energy.

DER – Distributed Energy Resource – A small-scale physical or virtual asset (e.g. EV charger, smart thermostat, behind-the-meter solar/storage, energy efficiency) that operates locally and is connected to a larger power grid at the distribution level.

Distribution - The delivery of electricity to the retail customer’s home or business through low voltage distribution lines.

Silicon Valley Clean Energy Revised: October 10, 2019
2 DLAP – Default Load Aggregation Point – In the CAISO’s electricity optimization model, DLAP is the node at which all bids for demand should be submitted and settled. SVCE settles its CAISO load at the PG&E DLAP as SVCE is in the PG&E transmission access charge area.

DR – Demand Response - An opportunity for consumers to play a significant role in the operation of the electric grid by reducing or shifting their electricity usage during peak periods in response to time-based rates or other forms of financial incentives.

DWR – Department of Water Resources – DWR manages California’s water resources, systems, and infrastructure in a responsible, sustainable way.

ELCC – Effective Load Carrying Capacity – The additional load met by an incremental generator while maintaining the same level of system reliability. For solar and wind resources the ELCC is the amount of capacity which can be counted for Resource Adequacy purposes.

EPIC – Electric Program Investment Charge – The EPIC program was created by the CPUC to support investments in clean energy technologies that provide benefits to the electricity ratepayers of PG&E, San Diego Gas & Electric Company (SDG&E), and Southern California Edison Company (SCE) ERRA – Energy Resource Recovery Account – ERRA proceedings are used to determine fuel and purchased power costs which can be recovered in rates. The utilities do not earn a rate of return on these costs, and only recover actual costs. The costs are forecast for the year ahead. If the actual costs are lower than forecast, then the utility gives money back, and vice versa.

ESP – Energy Service Provider - An energy entity that provides service to a retail or end-use customer.

EV – Electric Vehicle
GHG – Greenhouse gas - water vapor, carbon dioxide, tropospheric ozone, nitrous oxide, methane, and chlorofluorocarbons (CFCs). A gas that causes the atmosphere to trap heat radiating from the earth. The most common GHG is Carbon Dioxide, though Methane and others have this effect as well.

GRC – General Rate Case – Proceedings used to address the costs of operating and maintaining the utility system and the allocation of those costs among customer classes. For California’s three large IOUs, the GRCs are parsed into two phases. Phase I of a GRC determines the total amount the utility is authorized to collect, while Phase II determines the share of the cost each customer class is responsible and the rate schedules for each class. Each large electric utility files a GRC application every three years for review by the Public Advocates Office and interested parties and approval by the CPUC.

GWh – Gigawatt-hour - The unit of energy equal to that expended in one hour at a rate of one billion watts. One GWh equals 1,000 megawatt-hours.

IEP – Independent Energy Producers – California’s oldest and leading nonprofit trade association, representing the interest of developers and operators of independent energy facilities and independent power marketers.

IOU – Investor Owned Utility – A private electricity and natural gas provider.

IRP – Integrated Resource Plan – A plan which outlines an electric utility’s resource needs in order to meet expected electricity demand long-term.
kW – Kilowatt – Measure of power where power (watts) = voltage (volts) x amperage (amps) and 1 kW = 1000 watts
kWh – Kilowatt-hour – This is a measure of consumption. It is the amount of electricity that is used over some period of time, typically a one-month period for billing purposes. Customers are charged a rate per kWh of electricity used.

Silicon Valley Clean Energy Revised: October 10, 2019
3 LCFS – Low Carbon Fuel Standard – A CARB program designed to encourage the use of cleaner low-carbon fuels in California, encourage the production of those fuels, and therefore, reduce greenhouse gas emissions.

LCR – Local (RA) Capacity Requirements – The amount of Resource Adequacy capacity required to be demonstrated in a specific location or zone.

LMP – Locational Marginal Price – Each generator unit and load pocket is assigned a node in the CAISO optimization model. The model will assign a LMP to the node in both the day- ahead and real time market as it balances the system using the least cost. The LMP is comprised of three components: the marginal cost of energy, congestion and losses. The LMP is used to financially settle transactions in the CAISO.

Load - An end use device or customer that receives power from an energy delivery system. Load should not be confused with Demand, which is the measure of power that a load receives or requires. See Demand.

LSE – Load-serving Entity – Entities that have been granted authority by state, local law or regulation to serve their own load directly through wholesale energy purchases and have chosen to exercise that authority.

NEM – Net Energy Metering – A program in which solar customers receive credit for excess electricity generated by solar panels.

NRDC – Natural Resources Defense Council
OIR – Order Instituting Rulemaking - A procedural document that is issued by the CPUC to start a formal proceeding. A draft OIR is issued for comment by interested parties and made final by vote of the five Commissioners of the CPUC.

MW – Megawatt – measure of power. A megawatt equals 1,000 kilowatts or 1 million watts.

MWH – Megawatt-hour – measure of energy
NP-15 – North Path 15 – NP-15 is a CAISO pricing zone usually used to approximate wholesale electricity prices in northern California in PG&E’s service territory.

PCC1 – RPS Portfolio Content Category 1 – Bundled renewables where the energy and REC are dynamically scheduled into a California Balancing Authority (CBA) such as the CAISO. Also known as “in-state” renewables PCC2 – RPS Portfolio Content Category 2 – Bundled renewables where the energy and REC are from out-of-state and not dynamically scheduled to a CBA.

PCC3 – RPS Portfolio Content Category 3 – Unbundled REC PCIA or “exit fee” - Power Charge Indifference Adjustment (PCIA) is an “exit fee” based on stranded costs of utility generation set by the California Public Utilities Commission. It is calculated annually and assessed to customers of CCAs and paid to the IOU that lost those customers as a result of the formation of a CCA.

PCL – Power Content Label – A user-friendly way of displaying information to California consumers about the energy resources used to generate the electricity they sell, as required by AB 162 (Statue of 2009) and Senate Bill 1305 (Statutes of 1997).

PD – Proposed Decision – A procedural document in a CPUC Rulemaking process that is formally commented on by Parties to the proceeding. A PD is a precursor to a final Decision voted on by the five Commissioners of the CPUC.

Pnode – Pricing Node – In the CAISO optimization model, it is a point where a physical injection or withdrawal of energy is modeled and for which a LMP is calculated.

Silicon Valley Clean Energy Revised: October 10, 2019
4 PPA – Power Purchase Agreement – A contract used to purchase the energy, capacity and attributes from a renewable resource project.

RA – Resource Adequacy - Under its Resource Adequacy (RA) program, the California Public Utilities Commission (CPUC) requires load-serving entities—both independently owned utilities and electric service providers—to demonstrate in both monthly and annual filings that they have purchased capacity commitments of no less than 115% of their peak loads.

RE – Renewable Energy - Energy from a source that is not depleted when used, such as wind or solar power.

REC - Renewable Energy Certificate - A REC is the property right to the environmental benefits associated with generating renewable electricity. For instance, homeowners who generate solar electricity are credited with 1 solar REC for every MWh of electricity they produce. Utilities obligated to fulfill an RPS requirement can purchase these RECs on the open market.

RPS - Renewable Portfolio Standard - Law that requires CA utilities and other load serving entities (including CCAs) to provide an escalating percentage of CA qualified renewable power (culminating at 33% by 2020) in their annual energy portfolio.

SCE – Southern California Edison
SDG&E – San Diego Gas & Electric
SGIP – Self-Generation Incentive Program – A program which provides incentives to support existing, new, and emerging distributed energy resources (storage, wind turbines, waste heat to power technologies, etc.) TCR EPS Protocol – The Climate Registry Electric Power Sector Protocol – Online tools and resources provided by The Climate Registry to assist organizations to measure, report, and reduce carbon emissions.

Time-of-Use (TOU) Rates — The pricing of delivered electricity based on the estimated cost of electricity during a particular time-block. Time-of-use rates are usually divided into three or four time-blocks per 24 hour period (on-peak, midpeak, off-peak and sometimes super off-peak) and by seasons of the year (summer and winter). Real time pricing differs from TOU rates in that it is based on actual (as opposed to forecasted) prices that may fluctuate many times a day and are weather sensitive, rather than varying with a fixed schedule.

TURN – The Utility Reform Network - A ratepayer advocacy group charged with ensuring that California IOUs implement just and reasonable rates.

Unbundled RECs - Renewable energy certificates that verify a purchase of a MWH unit of renewable power where the actual power and the certificate are “unbundled” and sold to different buyers.

VPP – Virtual Power Plant – A cloud-based network that leverages an aggregation of distributed energy resources (DERs) to shift energy demand or provide services to the grid. For example, thousands of EV chargers could charge at a slower speed and hundreds of home batteries could discharge to the grid during a demand peak to significantly reduce the procurement of traditional supply resources.

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, March 9, 2022
7:00 pm
Pursuant to State of California Gov’t Code Section 54953 (e) the meeting was conducted via teleconference.

DRAFT MINUTES
Call to Order:

Chair Gibbons called the Regular Meeting to order at 7:01 p.m.

Roll Call

Present:

Liz Gibbons (Chair), Campbell
George Tyson (Vice Chair), Los Altos Hills
Jon Robert Willey, Cupertino
Zachary Hilton, Gilroy
Neysa Fligor, Los Altos
Rob Rennie, Los Gatos
Evelyn Chua, Milpitas
Javed Ellahie, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill (arrived during Item 7) Margaret Abe-Koga, Mountain View
Tina Walia, Saratoga
Larry Klein, Sunnyvale
Otto Lee, Santa Clara County

Absent:

None.

All present Board members participated via teleconference.

Public Comment on Matters Not Listed on the Agenda
No speakers.

Consent Calendar
Chair Gibbons noted Directors received written communication from the public the preceding week. 1a) Approve Minutes of the February 9, 2022, Board of Directors Meeting 1b) Receive January 2022 Treasurer Report
1c) Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings 1d) Authorize the Chief Executive Officer Ability to Modify and Extend Scheduling Services Agreement with ZGlobal Inc.

Item 1a Draft Minutes of the March 9, 2022 Board of Directors Meeting r,, SILICON VALLEY \:!,,/ CLEAN ENERGY

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1e) Adopt Resolution Delegating Authority to the Chief Executive Officer to Amend Existing Renewable Resources Power Purchase Agreements (PPAs) and Energy Storage Service Agreements (ESSAs) As Exigent Circumstances Arise Consistent with Policies and Financial Parameters Initially Established in the Approval of the PPAs 1f) Approve Bill Credits to CARE/FERA Customers to Implement Board Direction to Distribute $3 Million in Customer Relief Funding
1g) Approve and Authorize the Chief Executive Officer to Execute Agreement with School of Thought for Marketing and Advertising Services
1h) Receive SVCE Rate Schedules Effective March 1, 2022 1i) Accept Committee Report and Authorize Support for Legislation to Amend the Brown Act to Promote Remote Meetings
1j) Executive Committee Report
1k) Finance and Administration Committee Report
1l) Audit Committee Report
1m) Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report 1n) California Community Power Report
There were no questions or comments from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.

MOTION: Director Chua moved and Director Klein seconded the motion to approve the Consent Calendar, Items 1a through 1n.

The motion carried unanimously by verbal roll call vote with Director Martinez Beltran absent.

Regular Calendar
2) Receive Audit Results and Accept the Findings from Independent Auditor (Action) Amrit Singh, CFO and Director of Administrative Services, introduced the item, followed by an introduction of independent auditors Brett Bradford and Jenna Blanchard of Pisenti and Brinker LLP. Bradford and Blanchard presented a PowerPoint presentation on the results of the audit of year end September 30, 2021 and 2020 Financial Statements, in addition to risk assessment procedures, audit procedures, and required board communications.

CFO and Director of Administrative Services Singh and Bradford responded to a question from Director Ellahie regarding bonds.

Chair Gibbons opened public comment.

No speakers.

Chair Gibbons closed public comment.

MOTION: Director Abe-Koga moved and Director Ellahie seconded the motion to receive the year-end financial statements and the independent auditor’s report for the fiscal year 2020-21.

The motion carried unanimously by verbal roll call vote with Director Martinez Beltran absent. 3) CEO Report (Discussion)
CEO Girish Balachandran addressed the attachments to the CEO report which included an update on programs, legislative and regulatory issues, outreach through SVCE’s Account Services and Community Relations team, and press that has been covered for initiatives undertaken by SVCE. CEO Balachandran announced the hiring of Senior Manager of Public Sector Services Tony Eulo, who provided brief welcome comments.

Item 1a Draft Minutes of the March 9, 2022 Board of Directors Meeting

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Chair Gibbons opened Public Comment.

No speakers.

Chair Gibbons closed Public Comment.
4) Approve the Mid-Year 2021-22 Adjusted Operating Budget (Action) CFO and Director of Administrative Services Singh introduced the item and presented a PowerPoint presentation with a request to adopt Resolution 2022-09, approving the mid-year (FY) 2021-22 Adjusted Operating Budget that contributes $61.61 million to the reserves. Presentation highlights included an overview of the mid-year versus the adopted budget, a reserves update, and personnel updates.

Chair Gibbons opened Public Comment.

No speakers.

Chair Gibbons closed Public Comment.

Directors provided comments on the presentation.

MOTION: Director Fligor moved and Director Klein seconded the motion to adopt Resolution 2022- 09, Approving the Mid-Year 2021-22 Adjusted Operating Budget.

The motion carried unanimously by verbal roll call vote with Director Martinez Beltran absent. 5) Authorize the Chief Executive Officer to Execute Necessary Agreements for Goal Line Long Duration Energy Storage with California Community Power, Participating Community Choice Aggregators and Goal Line BESS 1, LLC (Action)
Director of Power Resources Monica Padilla introduced the item and presented a PowerPoint presentation with a request for the SVCE Board of Directors to delegate authority to the CEO to execute necessary agreements with CC Power, Goal Line and other participating CCAs for LDS with an expected share of 14.21 MW and maximum of 22.81 MW; start date of June 2025; 15-year term; and an amount not to exceed $100 million. The agreements to be executed included: the Project Participation Share Agreement, Energy Storage Service Agreement, and Coordinated Operations Agreement.

Director of Power Resources Padilla responded to questions from board members.

Chair Gibbons opened Public Comment.

Bryan Mekechuk inquired of the approximate capital cost of the project to the owner.

Director of Power Resources Padilla responded that the cost was unknown, as that information is not typically shared by the developer.

Chair Gibbons closed Public Comment.

MOTION: Vice Chair Tyson moved and Director Willey seconded the motion to authorize the Chief Executive Officer to execute the necessary agreements for Goal Line Long Duration Energy Storage, as noted in Item 5.

The motion carried unanimously by verbal roll call vote with Director Martinez Beltran absent. 6) Adopt Resolution Approving Funding Allocations for “Double Down” on Decarbonization Programs (Action)
Item 1a Draft Minutes of the March 9, 2022 Board of Directors Meeting

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Director of Decarbonization and Grid Innovation Programs Justin Zagunis presented a PowerPoint presentation with a request for the Board of Directors to approve the program allocation breakdown and programmatic elements of the additional $17M approved by the Board of Directors for programs as described in the table below:

Programs were outlined in more detail during the presentation. Director of Decarbonization and Grid Innovation Programs Zagunis noted the allocations presented were initial, and staff would like to retain the ability to move funds around within the programs and would come back to the board with any significant shifts.

Director of Decarbonization and Grid Innovation Programs Zagunis responded to board member questions regarding funding, the multifamily EV charging program and identification of potential barriers, and a plan to support member agency participation.

Chair Gibbons opened Public Comment.

Bruce Karney commented he was glad there was more money for programs, but felt the focus was too much on the status quo and the current problems of 2022 and not the highly disruptive changes that will need to take place over the next 10-15 years. Karney noted he felt the conversation hadn’t acknowledged the difficulty of the task ahead, and the shortness of the time available to get the job done.

Chair Gibbons closed Public Comment.

Chair Gibbons noted staff highlighted some of the challenges ahead, but the sooner we learn from them and document them the better. Vice Chair Tyson reiterated that if something isn’t working, and likewise if something takes off, there will be flexibility to shift some of the money to the things that are working and make the most of it.

MOTION: Vice Chair Tyson moved and Director Klein seconded the motion to adopt Resolution 2022-10 to approve the initial funding allocations for “Double Down” on Decarbonization Programs.

The motion carried unanimously by verbal roll call vote with Director Martinez Beltran and Director Fligor absent.
7) Update on New Construction Reach Codes and Existing Building Electrification Policies (Discussion)
Director Martinez Beltran joined the meeting during Item 7.

Item 1a Draft Minutes of the March 9, 2022 Board of Directors Meeting Program
Multifamily EV charging
assistance and funding
Whole-building electrification
emphasis and funding
Local policy support
Permitting simplification
Accessible financing
TOTAL
New Elements
Add incentives to existing technical assistance
Direct install ation for toughest sites
Menu of incentives, pushing towa rds total electrification Direct install ation for large, affo rd abl e multifamily Co ntinued work on Reach Cod es 2.0; EVI incentives
Suppo rt for citi es to id entify and pursue po licies (e.g . retrofit-on-burnout, EV charg ing mandate, end-of-flow) Funding and technical resources for cities to simplify th eir processes (a nd co mpli ance suppo rt for EVI)
Pursue Tariffed On-Bill fin ancing
Test out altern ate fin ancing approach(es)
Allocation
+$2M
+$4M
+$3M
+$3M
+$5M
+$17M

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Director of Account Services and Community Relations Don Bray introduced the item and presented a PowerPoint presentation with Manager of Energy Services Zoe Elizabeth. Topics covered in the presentation included SVCE’s 2022 Building Electrification Policy Goals, activities underway, 2019 SVCE member agency codes, member agency reach code tasks and milestones, support from SVCE on Reach Code development and outreach, and next steps.

Director Ellahie inquired if there was coordination between the whole-building electrification emphasis program, and the efforts for support to member agency reach code adoption. Manager of Energy Services Elizabeth confirmed the program offering would be part of the discussion with member agencies as it develops.

Board Member Announcements and Future Agenda Items
None.

Adjourn
Chair Gibbons adjourned the meeting at 9:17 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes of the March 9, 2022 Board of Directors Meeting 1 February Treasure Report 2022

TREASURER REPORT
Fiscal Year to Date
As of February 28, 2022
(Preliminary & Unaudited)
Issue Date: April 13, 2022
Table of Contents
Page
Summary 2
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-10
Monthly Change in Net Position 11
Investments Report 12
Customer Accounts 13
Accounts Receivable Aging Report 14
Item 1b

SILICON VALLEY

CLEAN ENERGY
2 February Treasure Report 2022
Financial Highlights for the month of February 2022:
> SVCE operations resulted in a change in net position for the month of negative $5.8 million and fiscal-year-to-date (FYTD) change in net position of negative $17.3 million. > Retail GWh sales for the month landed 3.4% below budget. > FYTD operating margin of negative $10.0 million or negative 11.5% is above budget expectations of a negative 15.1% operating margin for the fiscal year to date. > FYTD Power Supply costs are 0.6% below budget.
> SVCE is investing ~95% of available funds generating FYTD investment income of $0.09 million.

Change in Net Position Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Actual 1,532 (4,526) (2,237) (6,275) (5,774) (17,280) 61,611 Power Supply Costs Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Energy & REC's 11,938 15,483 13,478 17,209 15,665 73,773 Wholesale Sales (195) (15) - (82) (182) (473)
Capacity 2,890 2,207 2,324 3,281 3,557 14,258
CAISO Charges (1,301) 205 2,286 1,116 1,004 3,311
NEM Expense 3 152 (187) (200) (30) (261)
Charge/Credit (IST/Net Rev) 1,189 (125) 759 1,855 2,020 5,699 Net Power Costs 14,525 17,908 18,660 23,179 22,035 - - - - - - - 96,306 274,979 Other Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Capital Expenditures 4 13 10 - 5 32 150
Energy Programs 68 123 116 220 114 640 8,582
Load Statistics - GWh Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Retail Sales Actual 302 288 327 322 286 1,525
Retail Sales Budget 302 288 327 322 296 311 297 313 337 350 362 339 3,844 3,844 * The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant.

Financial Statement Highlights* ($ in 000's)

SILICON VALLEY CLEAN ENERGY AUTHORITY
Item 1b
3 February Treasure Report 2022
Working Capital $156,916,237
Current Ratio 6.0
Operating Margin -11.5%
Expense Coverage Days 164
Long-Term Debt $0
Total Accounts 275,506
Opt-Out Accounts (Month) 52
Opt-Out Accounts (FYTD) 179
Opt-Up Accounts (Month) (20)
Opt-Up Accounts (FYTD) 196
Other Statistics and Ratios
Item 1b

YTD EXPENSES
Retail Sales -Month

30.0 25.7

25.0 Ill 20,0 17.7 C:

I ] 15.0
~ 10.0

5.0 0.0
Actual Budget
Controllable O&M - Month

25.0 23.5 23.3

20.0 ~ 15.0
]
~ 10.0

5.0 0.0
Actual Budget
Personnel

2.5%
Contract Services

3.6%
preciatlon

0.0%

13.9 I
G&A

0.9%
FY20/21

16.8 FY20/21
I Retail Sales -YTD
120.0 103.7 99.2
100.0
Ill
C: 80.0
.5! 60.0
~ 40.0

20.0 0.0
Actual Budget FY20/21
Controllable O&M - YTD
140.0
114.4
120.0

90.6 100.0 Ill
C:
g 80.0
~ 60.0

40.0 20.0

0.0 Actual Budget FY20/21
4 February Treasure Report 2022
Current Assets
Cash & Cash Equivalents $ 155,712,133
Accounts Receivable, net of allowance 16,603,512
Accrued Revenue 11,492,865
Other Receivables 2,155,828
Prepaid Expenses 1,600,203
Deposits 640,874
Restricted cash 661,755
Total Current Assets 188,867,170
Noncurrent assets
Capital assets, net of depreciation 309,988
Deposits 45,330
Total Noncurrent Assets 355,318
Total Assets 189,222,488
Current Liabilities
Accounts Payable 1,048,073
Accrued Cost of Electricity 28,807,727
Other accrued liabilities 761,663
User Taxes and Energy Surcharges due to other gov'ts 671,715 Total Current Liabilities 31,289,178
Noncurrent Liabilities
Supplier security deposits 9,131,250
Total noncurrent liabilities 9,131,250
Total Liabilities 40,420,428
Net investment in capital assets 309,988
Restricted for security collateral 661,755
Unrestricted (deficit) 147,830,317
Total Net Position $ 148,802,060

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of February 28, 2022
ASSETS

LIABILITIES
Item 1b
5 February Treasure Report 2022

OPERATING REVENUES
Electricity Sales, Net $ 83,308,651
GreenPrime electricity premium 803,432
Other income 10,250
Liquidated damages 2,224,250
TOTAL OPERATING REVENUES 86,346,583

OPERATING EXPENSES
Cost of Electricity 96,306,543
Contract services 3,765,953
Staff compensation and benefits 2,618,537
General & Administrative 932,264
Depreciation 38,794
TOTAL OPERATING EXPENSES 103,662,091
OPERATING INCOME(LOSS) (17,315,508)

NONOPERATING REVENUES (EXPENSES)
Interest Income 92,045
Financing costs (56,963)
TOTAL NONOPERATING REVENUES (EXPENSES) 35,082
CHANGE IN NET POSITION (17,280,426)
Net Position at beginning of period 166,082,486
Net Position at end of period $148,802,060

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2021 through February 28, 2022

AND CHANGES IN NET POSITION
Item 1b
6 February Treasure Report 2022

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 98,116,684
Receipts from liquidated damages $ 2,224,250
Other operating receipts 2,195,501
Payments to suppliers for electricity (98,983,920)
Payments for other goods and services (5,325,722)
Payments for staff compensation and benefits (2,581,043) Tax and surcharge payments to other governments (2,083,492) Net cash provided (used) by operating activities (6,437,742)

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (56,963)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition of capital assets (32,016)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 92,045
Net change in cash and cash equivalents (6,434,676)
Cash and cash equivalents at beginning of year 162,808,564 Cash and cash equivalents at end of period $156,373,888 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 155,712,133
Restricted cash 661,755
Cash and cash equivalents $ 156,373,888

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2021 through February 28, 2022
Item 1b
7 February Treasure Report 2022
Operating Income (loss) $ (17,315,508)
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 38,794
Revenue adjusted for uncollectible accounts (500,000)
(Increase) decrease in net accounts receivable 9,886,672 (Increase) decrease in energy settlements receivable 269,012 (Increase) decrease in other receivables (1,925,343)
(Increase) decrease in accrued revenue 2,917,755
(Increase) decrease in prepaid expenses 778,033
(Increase) decrease in current deposits 85,210
Increase (decrease) in accounts payable (489,303)
Increase (decrease) in accrued cost of electricity (4,280,719) Increase (decrease) in accrued liabilities 119,620
Increase (decrease) in energy settlements payable 2,261,355 Increase (decrease) in taxes and surcharges due to other governments (383,320) Increase (decrease) in supplier security deposits 2,100,000 Net cash provided (used) by operating activities $ (6,437,742)

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2021 through February 28, 2022
Item 1b
8 February Treasure Report 2022
FYTD FYTD FY 2021-22 FY 2021-22
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $83,308,651 $83,439,635 -$130,984 0% $384,498,000 $301,189,349 Green Prime Premium 803,432 729,809 73,623 10% 1,005,000 201,568 Liquidated damages 2,224,250 2,224,250
TOTAL OPERATING REVENUES 86,336,333 84,169,444 2,166,889 3% 385,503,000 301,390,917

ENERGY EXPENSES
Power Supply 96,306,543 96,843,487 (536,944) -0.6% 274,979,000 178,672,457 Operating Margin (9,970,210) (12,674,043) 2,703,833 -21% 110,524,000

OPERATING EXPENSES
Data Management 1,317,987 1,353,922 (35,935) -3% 3,249,000 1,931,013 PG&E Fees 492,500 604,144 (111,644) -18% 1,450,000 957,500 Salaries & Benefits 2,618,537 3,556,101 (937,564) -26% 8,535,000 5,916,463 Professional Services 1,326,338 2,425,970 (1,099,632) -45% 5,669,000 4,342,662 Marketing & Promotions 191,966 383,727 (191,761) -50% 908,000 716,034 Notifications 39,555 54,688 (15,133) -28% 131,000 91,445 Lease 206,198 218,750 (12,552) -6% 525,000 318,802
General & Administrative 480,138 426,256 53,882 13% 1,225,000 744,862 TOTAL OPERATING EXPENSES 6,673,219 9,023,558 (2,350,339) -26% 21,692,000 15,018,781 OPERATING INCOME/(LOSS) (16,643,429) (21,697,601) 5,054,172 -23% 88,832,000 105,475,429

NON-OPERATING REVENUES
Other Income 10,250 20,833 (10,583) -51% 50,000 39,750
Investment Income 92,045 125,000 (32,955) -26% 300,000 207,955 TOTAL NON-OPERATING REVENUES 102,295 145,833 (43,538) -30% 350,000 247,705

NON-OPERATING EXPENSES
Financing 56,963 16,667 40,296 242% 40,000 (16,963)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 32,107 62,500 (30,393) -49% 150,000 117,893 Transfer to Programs Fund 2,825,608 2,825,608 - 0% 6,781,000 3,955,392 Nuclear Allocation 250,000 250,000 600,000 350,000
Double Down Programs Allocation 7,083,333 7,083,333 17,000,000 9,916,667 Customer Bill Relief - 1,250,000 3,000,000 3,000,000
TOTAL OTHER USES 10,191,048 11,471,441 (1,280,393) -11% 27,531,000 17,339,952

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE -$26,789,145 -$33,039,876 $6,250,731 -19% $61,611,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through February 28, 2022
Item 1b
9 February Treasure Report 2022

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ 24,381,000 $ 10,158,941 $ 14,222,059 42% EXPENDITURES & OTHER USES:

Program expenditures 8,581,581 640,462 7,941,119 7.5%
Net increase (decrease) in fund balance $ 15,799,419 $9,518,479 Fund balance at beginning of period 5,837,711
Fund balance at end of period $15,356,190

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund * $ - $ - $ -
EXPENDITURES & OTHER USES:

Program expenditures * 2,850,000 3,073 2,846,927 0.1%
Net increase (decrease) in fund balance $ (2,850,000) (3,073) Fund balance at beginning of period 7,990,315
Fund balance at end of period $7,987,242

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through February 28, 2022

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through February 28, 2022
Item 1b
,. ,.
10 February Treasure Report 2022 Net Increase (decrease) in available fund balance per budgetary comparison schedule $ (26,789,145)
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (38,794)
Subract program expense not in operating budget (640,462) Subract CRCR expense not in operating budget (3,073)
Add back transfer to Program fund 10,158,941
Add back capital asset acquisition 32,107
Change in Net Position (17,280,426)

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2021 through February 28, 2022

OPERATING FUND
Item 1b
,.
11 February Treasure Report 2022
October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 17,365,080 $ 14,621,707 $ 17,815,729 $ 17,228,581 $ 16,277,554 $ 83,308,651 Green electricity premium 80,961 $ 60,556 $ 95,594 $ 462,687 $ 103,634 803,432 Other Income 1,000 $ 2,500 $ 1,000 $ 3,500 $ 2,250 10,250 Liquidated damages 922,250 $ 1,302,000 2,224,250
Total operating revenues 17,447,041 14,684,763 17,912,323 18,617,018 17,685,438 - - - - - - - 86,346,583

OPERATING EXPENSES
Cost of electricity 14,524,607 17,907,845 18,660,060 23,179,137 22,034,894 96,306,543 Staff compensation and benefits 448,844 465,162 593,320 572,350 538,861 2,618,537 Data manager 263,759 263,759 262,863 263,514 264,092 1,317,987 Service fees - PG&E 97,254 96,768 104,341 97,053 97,084 492,500 Consultants and other professional fees 370,413 341,404 376,273 473,924 393,452 1,955,466 General and administration 209,985 134,289 152,437 306,490 129,063 932,264 Depreciation 7,289 8,162 7,774 7,716 7,853 38,794
Total operating expenses 15,922,151 19,217,389 20,157,068 24,900,184 23,465,299 - - - - - - - 103,662,091 Operating income (loss) 1,524,890 (4,532,626) (2,244,745) (6,283,166) (5,779,861) - - - - - - (17,315,508) -

NONOPERATING REVENUES (EXPENSES)
Interest income 18,545 18,382 19,370 18,957 16,791 92,045 Financing costs (11,042) (11,626) (12,027) (11,042) (11,226) (56,963) Total nonoperating revenues (expenses) 7,503 6,756 7,343 7,915 5,565 - - - - - - - 35,082 CHANGE IN NET POSITION $ 1,532,393 $ (4,525,870) $ (2,237,402) $ (6,275,251) $ (5,774,296) -$ -$ -$ -$ -$ $ - $ (17,280,426) - $

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2021 through February 28, 2022
Item 1b
12 February Treasure Report 2022
YTD
Return on Investments Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Total $18,545 $18,382 $19,370 $18,957 $16,791 $0 $0 $0 $0 $0 $0 $0 $92,045 Portfolio Invested
Average daily portfolio available to invest* 152,976,979 155,897,345 155,743,105 157,270,808 153,138,549 Average daily portfolio invested 141,994,910 145,456,026 148,530,962 147,297,741 145,363,213 % of average daily portfolio invested 92.8% 93.3% 95.4% 93.7% 94.9% Detail of Portfolio
Opening
Rate
December
Rate
Carrying
Value
Interest
Earned
Money Market - River City Bank 1.26% 0.14% $0 $16,728
* Note: Balance available to invest does not include lockbox funds. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2021 through February 28, 2022
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Item 1b
13 CUSTOMER ACCOUNTS
Item 1b

RESIDENTIAL ACCOUNTS
300 VJ
'tJ
C 246.9 247.2 247.4 247.5 248.1 (ti 250 VJ
::::,
0 s::. 200 I-150
100
50 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
- Actual - Budget

NON-RESIDENTIAL ACCOUNTS
30 VJ 27.7 'tJ 27.6 27.6 27.4 27.4
C
(ti
VJ 25 ::::,
0 s::.

I- 20
15 10
5 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
- Actual - Budget
14 SILICON VALLEY CLEAN ENERGY AUTHORITY

ACCOUNTS RECEIVABLE AGING REPORT
October November December January February March April May June July August September 0 to 30 days 74.6% 66.6% 67.7% 70.4% 73.9%
31 to 60 days 8.3% 11.6% 9.1% 5.4% 6.9%
61 to 90 days 3.1% 3.7% 5.1% 3.9% 2.7%
91 to 120 days 2.0% 2.9% 3.0% 3.2% 2.5%
Over 120 days 12.0% 15.1% 15.0% 17.1% 14.1%

TOTAL DUE
Bad Debt % (Budget)
1%
Accounts Receivable Days
20 Days
$20,973,510
Item 1b

AGE SUMMARY
$18,000,000
$16,000,000 $15,504,727
$14,000,000
$12,000,000
$10,000,000
$8,000,000
$6,000,000
$4,000,000 $2,950,221
$2,000,000 $1,442,079
-
$557,986 $518,497
$0
<30 days <60 days
-
<90 days <120
-
days Older

Page 1 of 2 ends

Staff Report – Item 1c
Item 1c: Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings
From: Trisha Ortiz, Assistant General Counsel
Prepared by: Trisha Ortiz, Assistant General Counsel
Date: 4/13/2022

RECOMMENDATION
To continue meetings to be held via teleconferencing pursuant to Government Code Section 54953(e), adopt the attached Resolution 2022-11 making the findings required by Section 54953(e)(3).

BACKGROUND
Pursuant to Government Code Section 54953(b)(3) legislative bodies may meet by “teleconference” only if the agenda lists each location a member remotely accesses a meeting from, the agenda is posted at all remote locations, and the public may access any of the remote locations. Additionally, a quorum of the legislative body must be within the legislative body’s jurisdiction.

Due to the COVID-19 pandemic, the Governor issued Executive Order N-29-20, suspending certain sections of the Brown Act. Pursuant to the Executive Order, legislative bodies no longer needed to list the location of each remote attendee, post agendas at each remote location, or allow the public to access each location. Further, a quorum of the legislative body does not need to be within the legislative body’s jurisdiction. After several extensions, Executive Order N-29-20 expired on September 30, 2021.

On September 16, 2021 Governor Newsom signed AB 361, new legislation that amends the Brown Act to allow local agencies to meet remotely during Governor declared emergencies under certain conditions. AB 361 authorizes local agencies to continue meeting remotely without following the Brown Act’s standard teleconferencing provisions if the meeting is held during a state of emergency proclaimed by the Governor and either of the following applies: (1) state or local officials have imposed or recommended measures to promote social distancing; or (2) the agency has already determined or is determining whether, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.

Due to the rise in COVID-19 cases caused by the Delta Variant, on September 21, 2021, the Santa Clara County Health Officer issued a recommendation that public bodies meet remotely due to the increased protection provided by social distancing. The Health Officer cited “unique characteristics” of government meetings that lead to increased risk of transmission, including the gathering of people from across communities, the need for everybody to participate (including those who are immunocompromised or unvaccinated), and difficulty ensuring compliance with vaccination and safety recommendations. In addition, the Health Officer has described the new Omicron variant as significantly more transmissible than prior variants of the virus.

On October 13, 2021, the Board adopted its Resolution 2021-23 to authorize public meetings to be held via teleconferencing pursuant to Government Code section 54953(e).

Item 1c
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1c Agenda Date: 4/13/2022

Page 2 of 2 ends

Within thirty days after the first teleconferenced meeting held under AB 361, and every thirty days thereafter, in order to continue meeting by teleconference, the local agency’s legislative body must find that it has reconsidered the circumstances of the state of emergency and that either: (1) The state of emergency continues to directly impact the ability of the members to meet safely in person; or (2) State or local officials continue to impose or recommend measures to promote social distancing.

On November 10, 2021, December 8, 2021, January 12, 2022, February 9, 2022, and March 9, 2022 the Board adopted Resolutions 2021-26, 2021-27, 2022-02, 2022-03, and 2022-07 authorizing public meetings to continue to be held via teleconferencing pursuant to Government Code Section 54953(e) and directing staff to return with a resolution to make the findings necessary to continue meeting pursuant to Government Code section 54953(e).

STRATEGIC PLAN
SVCE’s Board-adopted Strategic Plan identifies engaging the public as a goal of SVCE and remote meetings will better engage the public as long as COVID-19 is a threat to public health.

FISCAL IMPACT
Continuing to conduct remote public Board of Directors and Standing Committee meetings will not increase the cost of meetings.

ANALYSIS & DISCUSSION
The attached Resolution makes the periodic findings necessary to continue holding meetings under Government Code Section 54953(3). Specifically, the attached Resolution makes findings that the Board has reconsidered the circumstances of the COVID-19 state of emergency and that local officials continue to recommend measures to promote social distancing. As required by Government Code Section 54953(e)(3), the resolution makes the findings as of April 8, 2022 and provides that the findings will cover the period of time until the next regular meeting of the Board. The resolution applies to both the Board of Directors and its Committees.

Staff will continue to monitor the situation and will return to the Board every 30 days or as needed with additional recommendations related to the conduct of public meetings.

ATTACHMENTS

1. Resolution 2022-11 Reconsidering Circumstances Of The COVID-19 State Of Emergency And Making Findings In Connection Therewith To Authorize Public Meetings To Be Held Via Teleconferencing Pursuant To Government Code Section 54953(e)
Item 1c
1 RESOLUTION 2022-11

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2022-11

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY RECONSIDERING
CIRCUMSTANCES OF THE COVID-19 STATE OF EMERGENCY

AND MAKING FINDINGS IN CONNECTION THEREWITH TO

AUTHORIZE PUBLIC MEETINGS TO BE HELD VIA

TELECONFERENCING PURSUANT TO GOVERNMENT CODE
SECTION 54953(e)
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Board of Directors (“the Board”) of Silicon Valley Clean Energy (“SVCE”) is committed to public access and participation in its meetings while balancing the need to conduct public meetings in a manner that reduces the likelihood of exposure to COVID-19; and
WHEREAS, all meetings of the Board of Directors and the other legislative bodies of SVCE are open and public, as required by the Ralph M. Brown Act (Cal. Gov.

Code 54950 – 54963), so that any member of the public may attend, participate, and watch the Board and other legislative bodies conduct their business; and WHEREAS, pursuant to Assembly Bill 361 legislative bodies of local agencies may hold public meetings via teleconferencing pursuant to Government Code Section 54953(e), without complying with the requirements of Government Code Section 54953(b)(3), if the legislative body complies with certain enumerated requirements in any of the following circumstances:

1. The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing.

2. The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees.

3. The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees; and WHEREAS, on March 4, 2020, Governor Newsom declared a State of Item 1c
Attachment 1
2 RESOLUTION 2022-11
Emergency in response to the COVID-19 pandemic (the “Emergency”) which remains in effect; and
WHEREAS, the Santa Clara Public Health Officer recommends that public bodies meet remotely to the extent possible, specifically including use of newly enacted AB 361.

WHEREAS, due to the ongoing COVID-19 pandemic and the need to promote social distancing to reduce the likelihood of exposure to COVID-19, the Board determined that meetings of the SVCE legislative bodies may be held via teleconferencing pursuant to Government Code Section 54953(e).

WHEREAS, to continue meeting pursuant to Government Code Section 54953(e), an agency must make periodic findings that: (1) the body has reconsidered the circumstances of the declared emergency; and (2) that any of the following circumstances exist: (a) the state of emergency continues to directly impact the ability of the members to meet safely in person, or (b) state or local officials continue to impose or recommend measures to promote social distancing.

NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve, determine, and order as follows:

Section 1. The Recitals provided above are true and correct and are hereby incorporated by reference.

Section 2. The Board has reconsidered the circumstances of the COVID-19 state of emergency and local officials continue to recommend measures to promote social distancing. As required by Government Code Section 54953(e)(3), the findings made pursuant to this Section 2 shall apply as of April 8, 2022 and shall cover the period of time until the next regular meeting of the Board.

Section 3. The Board and other legislative bodies of SVCE may continue to conduct their meetings pursuant to Government Code section 54953(e).

Section 4. Staff is hereby authorized and directed to take all actions necessary to carry out the intent and purpose of this Resolution. Such action includes returning to the Board within 30 days and every 30 days thereafter to make the findings required by Section 54953(e)(3).

Section 5. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED this 13th day of April 2022, by the following vote:

Item 1c
Attachment 1
3 RESOLUTION 2022-11

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Gibbons
City of Cupertino Director Willey
City of Gilroy Alternate Director Armendariz
City of Los Altos Director Fligor
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Ellahie
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein

Chair
ATTEST:

Andrea Pizano, Board Clerk
Item 1c
Attachment 1

Page 1 of 2 ends

Staff Report – Item 1d
Item 1d: Authorize the Chief Executive Officer to Execute Agreement with UtilityAPI, Inc. for a Long-Term Data Hive Program
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization and Grid Innovation Programs Rebecca Fang, Data Analyst
Date: 4/13/2022

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority Board (“SVCE Board”) authorize the Chief Executive Officer (“CEO”) to execute the attached agreement with non-substantive changes approved by the CEO and subject to final review and approval by the General Counsel with a cost not-to-exceed amount of $405,000 with UtilityAPI, Inc. (“UAPI”), to scale the Innovation Onramp Data Hive pilot to a standard, longer-term program.

BACKGROUND
In December 2018, the SVCE Board adopted the Decarbonization Strategy and Programs Roadmap (abbv. “Roadmap”) to achieve its mission to reduce dependence on fossil fuels by providing carbon-free, affordable, and reliable electricity and innovative programs for the community. The Roadmap budget includes funding for the Innovation Onramp program, which is designed to leverage our unique position to engage and support the innovation ecosystem in addressing key market barriers to achieving deep decarbonization in SVCE service territory and beyond. In June 2019, the SVCE Board approved grant funding for a flagship pilot which had been proposed by UAPI. This pilot, later named “Data Hive”, has deployed a data exchange platform for SVCE service territory that allows third parties to request and download customer utility bill and usage data.

ANALYSIS & DISCUSSION
The Data Hive opened for public use in March 2020 with the goal of demonstrating the potential of free, authorized access to standardized and automated energy usage data in accelerating the deployment of clean energy projects, empowering customer choice and supporting local businesses. Interest in the Data Hive was high at launch and throughout the summer, with 60 3rd-party registrations in the first several months. Today, there are over 180 companies registered to use the Data Hive.

Transactional activity on the Data Hive for the spring and summer of 2020 remained fairly low – extending lockdowns and worsening economic conditions seemed to affect consumer interest in clean energy projects (see reference for solar installers1). As the pilot approached its original termination date of mid-September 2020, staff and UAPI implemented a no-cost term extension with a usage-based monthly fee to give the clean energy market more time to recover and use Data Hive.
1 See recent Solar Energy Industries Association (SEIA) report on solar installations:
https://www.seia.org/researchresources/solar-market-insight-report-2020-q4 Item 1d
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1d Agenda Date: 4/13/2022

Page 2 of 2 ends

In Q3 of 2020, the market for clean energy projects began to show some recovery2 and usage of the Data Hive increased. Additionally, SVCE’s other programs (e.g. GridShift: EV Charging pilot and FutureFit Assist: EV Charging) began to use the Data Hive to help our 3rd party administrators easily access customer data.

In February 2021, the pilot term was extended to November 15, 2021 to allow time to fully vet the efficacy of Data Hive. Since then, Data Hive has received positive feedback from SVCE’s 3rd party program partners. For the GridShift: EV Charging program, Data Hive was successfully integrated into the GridShift app such that the entire customer enrollment process is on-app, significantly reducing program administration costs.

Interviews with 3rd parties indicated strong support for key features of the platform such as: streamlined 3rd party registration process, streamlined customer consent using one-time passcodes, and scope of data.

Providing simplified, effective access to usage data is beneficial to SVCE’s ongoing and future decarbonization programs by streamlining the process for sharing with vendors and making sure customers are aware.

Continuing Data Hive will also keep helping 3
rd parties and customers across SVCE service territory pursue energy projects and explore new and innovative approaches to decarbonization. Acting as the source for customers to share their usage data is a key way that SVCE serves our community. Further, UAPI has committed to adding functions to the Data Hive that are intended to increase its use.

The above reasons led to the decision to pursue a full-scale, multi-year Data Hive program. Since November 2021, the pilot term has been extended to allow time to negotiate a long-term contract with UAPI.

STRATEGIC PLAN
The proposal supports SVCE’s updated 2021-2022 Strategic Plan Goal 8, which is to “coordinate development of decarbonization strategy, lead design of local policy and programs, and support program deployment.”

ALTERNATIVE
The primary alternative to the Staff recommendation is to not pursue a full-scale Data Hive program and allow the pilot to end once the current funding runs out in April 2022. Staff does not recommend this alternative because it would result in a termination of service for the Data Hive and its users (3 rd parties, SVCE
customers, and SVCE programs).

FISCAL IMPACT
The staff proposal has no incremental fiscal impact. Through the annual budget process, the Board approved 2% of annual operating revenues for programs. Approval of this contract would merely allocate $405,000 within that budget towards this UAPI contract as a part of ongoing Innovation efforts.

ATTACHMENTS

1. Draft Agreement with UtilityAPI, Inc. for Long-Term Data Hive Program

2. Previous Amendments and Agreement with UtilityAPI, Inc. 2 See SEIA report or a National Renewable Energy Laboratory update: https://www.nrel.gov/docs/fy21osti/78625.pdf Item 1d
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MASTER AGREEMENT

SOFTWARE AS A SERVICE
This agreement (“Agreement“) is entered into and is effective as of April 14, 2022 (“Effective Date”), by and between Silicon Valley Clean Energy, an independent public agency located at 333 W El Camino Real, #330, Sunnyvale, California 94087 (“SVCE”) and UtilityAPI, Inc., a Delaware corporation, located at 1212 Broadway, 16th Floor, Oakland, CA 94612 (“Service Provider”).

RECITALS
WHEREAS, SVCE requires third-party hosted “software as a service” services, as further described herein, with respect to certain of its information technology needs; WHEREAS, SVCE requested a proposal from Service Provider for such Services; WHEREAS, Service Provider has experience and expertise in the business of providing the Services; WHEREAS, Service Provider submitted a proposal to SVCE to perform such Services on behalf of SVCE;
WHEREAS, based on Service Provider’s superior knowledge and experience relating to such Services, SVCE has selected Service Provider to provide and manage the Services; WHEREAS, Service Provider wishes to perform the Services and acknowledges that the successful performance of the Services and the security and availability of SVCE’s data are important to the operation of SVCE’s business; and,
WHEREAS, Service Provider has agreed to provide the Services to SVCE, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

1. Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the term (the “Initial Term“) shall commence on the Effective Date and continue for three (3) years. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed for successive one (1) year terms (each, a “Renewal Term”) upon mutual written agreement of the parties.

2. Fees. SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A (the “Services Fees”), subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 11 Fees; Billing, below. The total amount payable to Service Provider under this Agreement shall not exceed $405,000.00.

Item 1d
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Agreement with UtilityAPI, Inc.
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3. The Services. This Agreement sets forth the terms and conditions under which Service Provider agrees to license and provide SVCE with access to and use of Service Provider’s utility data delivery platform and certain other support and maintenance services necessary for the productive use of such platform, as set forth in Exhibit A (collectively, the “Services“). The parties understand that SVCE is not obtaining a software license or any proprietary right, interest in, or ownership over the software.

3.1 Authorized Users. Unless otherwise limited herein, Service Provider hereby grants SVCE a renewable, nonexclusive, non-transferable, and worldwide right and license for any SVCE employee, contractor, or agent, or any other individual or entity properly authorized by SVCE (each, an “Authorized User”) to access and use the Services on behalf of SVCE in accordance with the terms of this Agreement. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services. SVCE is responsible for identifying and authenticating all Authorized Users, for approving access by such persons, and for ensuring that such persons keep their usernames, passwords and other authentication information strictly confidential. SVCE is responsible for the acts and omissions of all Authorized Users.

3.2 [Omitted]

3.3 Changes in Number of Authorized Users. SVCE is entitled to increase or decrease the initial number of Authorized Users on an as-requested basis. Should SVCE elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users specified in Exhibit A and adjust the prospective Services Fees accordingly no later than five (5) business days from SVCE’s written request.

3.4 Control and Location of Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider (including through its cloud service provider), giving due consideration to the requests of SVCE. In connection with the Services, Service Provider shall utilize only cloud storage service providers that have certified compliance with ISO/IEC 27001 and ISO/IEC 27017, or any successor standard, as applicable. Except as otherwise expressly set forth in Exhibit A, the Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and, upon request, all such locations shall be disclosed to SVCE within thirty (30) days of such request.

3.4.1 Subcontractors. Service Provider shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement (other than an assignment permitted under Section 20.10) without SVCE’s prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement. Service Provider’s use of subcontractors and other third-party service providers shall not relieve Service Provider of any of its duties or obligations under this Agreement. SVCE understands that Service Provide shall utilize the services of third parties in connection with the Services (including but not limited to Amazon Web Services Inc. (AWS) Item 1d
Attachment 1
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for cloud-based storage services); the use of such third-party services does not constitute a “subcontract” for purposes of the above restriction; however any such third-party user that has access or stores SVCE Data shall be required to maintain such data to the same level of security as required for Service Provider.

3.5 Storage. The Service Fees are inclusive of all data storage expected to be necessary for the Services. In the event that required data storage materially exceeds the reasonably foreseeable requirements, the parties agree to reasonably negotiate the costs of such additional storage.

3.6 Right to Review. In addition to production use of the Services, Service Provider will allow a select group of Authorized Users (as determined by SVCE) the opportunity to review and use any Major Release (as defined) in advance of providing access to such features to all Authorized Users. For purposes hereof, a “Major Release” means a change to the software component of the Services that reflects substantial architectural changes or a significant change in functionality. A Major Release does not include (i) new products that are not included in Client’s Services package, or (ii) patches, corrections and bug fixes to the Services.

3.7 Documentation. Service Provider will use its reasonable efforts to ensure that (i) the written and electronic user manuals and guides to the Services (the “Documentation”) will reasonably describe the functions and features of the Services, including all subsequent revisions thereto, (ii) is understandable by a typical administrative user, and (iii) provides Authorized Users with sufficient information to reasonably access and use the Services. SVCE shall have the right to make any number of additional copies of the Documentation at no additional charge.

3.8 Changes in Functionality. During the term of this Agreement, Service Provider shall not materially reduce or eliminate functionality in the Services. Where Service Provider has materially reduced or eliminated functionality in the Services and where such functionality has not been restored within 10 business days of SVCE providing Service Provider with written notice thereof, SVCE, at SVCE’s sole election and in SVCE’s sole determination, shall have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid and unused fees. As further described in Section 6.2, Service Provider may, from time to time, change any component of the Services for the purpose of correcting problems or otherwise maintaining the functionality of the Services. No such change or correction to the functionality of the Services will require the payment of additional Services Fees hereunder.

3.9 No Effect of Click-Through Terms and Conditions. Where an Authorized User is required to “click through” or otherwise accept or made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement.

3.10 Waiver of the Services. SVCE’s Director of Information Technology shall be authorized to waive, in writing, any of the Service Provider’s obligations with respect to the Item 1d
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Services, where deemed to be in SVCE’s best interests, provided that no such waiver shall result in any increase in the amount of the Services Fees.

3.11 Compliance with All Laws. Service Provider shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect the performance of its services pursuant to this Agreement.

Service Provider shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act. SVCE, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Service Provider to comply with this paragraph.

4. SVCE Restrictions and Responsibilities.

4.1 SVCE will not, directly or indirectly: (i) disassemble, decompile, reverse engineer, adapt or otherwise attempt to gain access to any software component of the Services, discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, (ii) modify, translate or create any derivative works based on any part of the Services, (iii) access or use the Services in any way to build or support, or assist any third party in building or supporting, products or services competitive to the Services, (iv) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of the Service Provider, (v) lease, sell, license, publish, transfer, allow access to or otherwise make the Services available to any third party, (vi) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (vii) use the Services to store or transmit Viruses, (viii) attempt to interfere with or disrupt the integrity or performance of the Services, (ix) attempt to gain unauthorized access to the Services or any Service Provider systems or networks, (x) use or attempt to use any data mining, robots, or similar unauthorized data gathering and extraction tools to gather any data from the Services, (xi) copy, frame or mirror any part of the Services, or (xi) remove or obscure any Service Provider tradename or trademark that appear on the Services.

4.2 SVCE will maintain the security of its and its Authorized Users’ login credentials to the Services and prevent any unauthorized access to or use of the Services, and SVCE will notify Service Provider promptly of any such unauthorized access or use of which SVCE is aware.

4.3 SVCE will use the Services only in compliance with this Agreement, the Documentation, and all applicable laws and regulations. Prior to transferring or directing the transfer of any data for processing or transmittal through the Services, SVCE shall make such disclosures and obtain such consents from account holders or other applicable third parties as are required under applicable law, rules or regulations.

4.4 SVCE shall be responsible for obtaining and maintaining the security of any equipment, hardware, software and ancillary services needed for SVCE and its Authorized Users to connect to or access the Services from the Internet.

4.5 SVCE is responsible for all uses of the Services resulting from access provided by SVCE or its Authorized Users.

Item 1d
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5. Service Levels.

5.1 Service Levels; Time is of the Essence. For the term of this Agreement, Service Provider shall provide the Services, force majeure events excepted, in accordance with the applicable Service Level Standards, each as described in Exhibit A hereto. Time is of the essence in the performance of the Services.

5.2 Service Level Reporting. Service Provider shall provide information, accessible by SVCE via a website on an ongoing basis, describing the performance of the Services as compared to the Availability Service Level Standard. The online service level reporting shall be in a form agreed-to by SVCE, and, in no case shall contain less than the following information: actual monthly performance compared to the Availability Service Level Standard. In the event that the Availability Service Level Standard is not met for a given month, Service Provider shall calculate and include on the applicable invoice the appropriate Performance Credit (as set forth on Exhibit A).

Service Provider and SVCE will meet as often as shall be reasonably requested by SVCE to review the performance of Service Provider as it relates to the Availability Service Level. Service Provider shall, without charge, make SVCE’s historical monthly Availability Service Level information available to SVCE upon request.

5.3 Failure to Meet Service Level Standards. In the event Service Provider does not meet an Availability Service Level Standard, Service Provider shall: (a) owe to SVCE any applicable Performance Credit, as liquidated damages and not as a penalty; and, (b) use its commercially reasonable efforts to ensure that any unmet Service Level Standard is subsequently met. Notwithstanding the foregoing, Service Provider will use its commercially reasonable efforts to minimize the impact or duration of any outage, interruption, or degradation of Service. In no case shall SVCE be required to notify Service Provider that an Uptime Performance Credit is due as a condition of payment of the same.

5.3.1 Termination for Material and Repeated Failures. SVCE shall have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement, and be entitled to a return of any unused prepaid fees, where Service Provider repeatedly and materially fails to meet the Availability Service Level Standard: (a) to such an extent that SVCE’s ability, as solely determined by SVCE, to use the Services is seriously disrupted, force majeure events excepted; or, (b) for four (4) months out of any twelve (12) month period.

5.4 Audit of Service Levels. No more than quarterly, SVCE or SVCE’s agent shall have the right to audit Service Provider’s measurement and auditing tools to verify Availability Service Level Standard achievement and to determine correct payment of any Performance Credit. Where it is determined that any Performance Credit was due to SVCE but not paid, Service Provider shall immediately owe to SVCE the applicable Performance Credit.

Item 1d
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6. Support; Maintenance; Additional Services.

6.1 Technical Support. Service Provider shall provide the Technical Support as described in Exhibit A. The Services Fees shall be inclusive of the fees for such Technical Support.

6.2 Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in Exhibit A hereto, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation; (c) the Availability Service Level Standard can be achieved; and (d) the Services work with the then-current version and the three prior versions of Microsoft Edge, Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the fees for maintenance required under this Section 6.2.

6.2.1 Required Notice of Maintenance. Service Provider shall use its commercially reasonable efforts to perform non-emergency maintenance on the Services that has a reasonable likelihood of disrupting the Services only during the following time windows: Tuesday 8:00 PM – 11:00 PM, Thursday 8:00 PM – 11:00 PM, and Saturday 8:00 PM – 11:00 PM Pacific Time. Service Provider shall provide no less than three (3) calendar days’ prior written notice to SVCE of all non-emergency maintenance (with a reasonable likelihood of being disruptive) to be performed on the Services outside of the aforementioned time windows, such written notice including a reasonable description of all maintenance to be performed. For emergency maintenance which is reasonably likely to disrupt the Services, Service Provider shall provide as much prior notice as commercially practicable to SVCE and, upon request of SVCE, shall provide a reasonable description of the purpose of such maintenance.

6.3 Customization / Integration Services. Service Provider shall provide the Customization / Integration Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for such Customization / Integration Services.

6.4 Training Services. Service Provider shall provide the Training Services, if any, described in Exhibit A. The Services Fees shall be inclusive of the fees for such Training Services.

7. Audit Rights of Service Provider. Service Provider shall have no right to conduct an on-premises audit of SVCE’s compliance with the use of the Services.

8. Change Control Procedure. SVCE may, upon written notice, request changes to the scope of the Services under Exhibit A. If SVCE requests a change in the scope, SVCE shall notify Service Provider, and, not more than thirty (30) days (or other mutually agreed upon period) after receiving the request, Service Provider shall notify SVCE whether or not the change is acceptable to Service Provider and, if so, its associated cost impact. If SVCE approves, SVCE shall draft an amendment to Exhibit A for review and approval of Service Provider. Such amendment will only be effective once executed and delivered by both parties.

Item 1d
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Agreement with UtilityAPI, Inc.
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9. Termination; Renewals.

9.1 Termination for Convenience. Without limiting the right of a party to terminate this Agreement for Cause as provided for in this Agreement, SVCE may, on the anniversary of the Effective Date each year, terminate this Agreement for convenience upon not less than thirty (30) days prior written notice to Service Provider; provided that SVCE shall pay to Service Provider an early termination fee equal to 10% of the Services Fees that would have been payable (but for the early termination) with respect to the portion of the original Term following the termination date; provided further that, to the extent that the Services Fees are variable, the termination fee will be calculated assuming monthly Services Fees following the termination date equal to the average Services Fees for the months of the Term preceding the termination date. For clarity, unless exercised in accordance with the preceding sentence, each such annual termination right shall expire and be cancelled as of the applicable anniversary date.

9.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice. Either party may also terminate this agreement for cause if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

9.3 Payments upon Termination. Upon the termination of this Agreement, SVCE shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to SVCE all undisputed amounts due and payable hereunder, such as Performance Credits and (other than in connection with a termination by Service Provider for cause) any unused prepaid fees (calculated on a prorated basis, if applicable).

9.4 Return of SVCE Data. Upon the termination of this Agreement, Service Provider shall, within thirty (30) days following the termination of this Agreement, provide SVCE, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the Authorized Data and Admin Data (as defined in Section 13.1 below) in a usable format mutually agreed upon by both parties. Further, Service Provider shall certify to SVCE the destruction, in accordance with Section 14.6, of any remaining SVCE Data within the possession or control of Service Provider, but such destruction shall occur only after the Authorized Data and Admin Data have been returned to SVCE. This Section shall survive the termination of this Agreement.

9.5 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for any Renewal Term shall be as mutually agreed by the parties in writing.

10. Transition Services. Service Provider will provide to SVCE and/or to the service provider selected by SVCE (“Successor Service Provider“) commercially reasonable assistance to the extent Item 1d
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reasonably requested by SVCE to effect the orderly transition of the Services, in whole or in part, to SVCE or to Successor Service Provider (“Transition Services”) following the termination of this Agreement, in whole or in part. The Transition Services may include: (a) developing a plan for the orderly transition of the terminated Services from Service Provider to SVCE or Successor Service Provider; (b) if required, using its commercially reasonable efforts to transfer Authorized Data and Admin Data to Successor Service Provider; (c) using commercially reasonable efforts to assist SVCE in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by Service Provider in connection with the Services; (d) using commercially reasonable efforts to make available to SVCE, pursuant to mutually agreeable terms and conditions, any third-party services then being used by Service Provider in connection with the Services; and (e) such other activities upon which the parties may agree. All applicable terms and conditions of this Agreement shall apply to the Transition Services. For the absence of doubt, under no circumstances shall Service Provider be required to pay any fees or charges to third parties, disclose any trade secret or commercially sensitive information, or provide any assistance to any competitor of Service Provider in connection with the Transition Services. This Section shall survive the termination of this Agreement.

11. Fees; Billing. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by SVCE of an invoice from Service Provider.

11.1 Billing Procedures. Service Provider shall bill to SVCE the sums due pursuant to Exhibit A by Service Provider’s invoice, which shall contain: (a) SVCE’s purchase order number, if any, and Service Provider’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; (e); any Performance Credits or other credits; and, (f) total amount due. Service Provider shall forward invoices in electronic format to the email address of the designated SVCE program manager and [email protected].

11.2 Late Payments. If SVCE fails to make any payment when due, then without limiting Service Provider’s other rights and remedies: (i) Service Provider may charge interest on the past due amount at the rate of 1.5% per month, or if lower, the highest amount permitted by law, and (ii) subject to Section 11.9, if such delinquency continues for 60 days or more, Service Provider may suspend SVCE’s access to any portion or all of the Services.

11.3 Disputed Amounts. If SVCE, in good faith, disputes any amounts owed hereunder (“Disputed Amounts”), then SVCE (i) must provide Service Provider with written notice of such disputed charges or fees within 30 days of the applicable invoice receipt date (a “Dispute Notice”) (ii) may withhold the Disputed Amount pending resolution of such dispute, (iii) will promptly pay and will not withhold any undisputed amounts, (iv) will work with Service Provider in good faith to promptly resolve such dispute, and (v) upon resolution of such dispute, will promptly pay to Service Provider such portion of the Disputed Amount that is determined to be owed to Service Provider.

11.4 Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that SVCE is not responsible to collect or withhold any such taxes, including income tax withholding and Item 1d
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social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied on Service Provider or its employees as a result of this Agreement shall be paid or withheld by Service Provider.

11.5 Credits. Any amounts due to SVCE, such as a Performance Credit, from Service Provider shall be applied by Service Provider as a credit against the next invoice for Services Fees, unless SVCE provides Service Provider with advance notice that such amounts should be otherwise paid or credited against any current or future fees due to Service Provider.

Any such undisputed amounts that are not so credited shall be paid to SVCE by Service Provider within thirty (30) calendar days following SVCE’s request. This Section shall survive the termination of this Agreement.

11.6 Non-binding Terms. Any terms and conditions included in a Service Provider invoice shall be deemed to be solely for the convenience of the Service Provider, and no such term or condition shall be binding upon SVCE.

11.7 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, SVCE in a format that will permit audit by SVCE for a period of no less than three (3) years from when a fee was incurred or a payment was made.

The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon SVCE’s written request, Service Provider shall provide SVCE with a copy of its annual American Institute of Certified Public Accountants Service Organization Control SOC 2 type 2 report.

11.8 Billing Reviews by Third Parties For purposes of determining the competitiveness and appropriateness of fees charged to SVCE by Service Provider, SVCE is entitled to disclose to a third-party this Agreement, and any other data pertaining to fees paid or payable by SVCE to Service Provider.

11.9 Suspension of Services. Service Provider shall not suspend any part of the Services because: (a) SVCE is reasonably disputing any amount due to Service Provider in accordance with Section 11.3; provided that not more than 60 days have passed since the provision of the Dispute Notice, or (b) any unpaid but undisputed amount due to Service Provider is less than sixty (60) days in arrears.

12. Representations and Warranties.

12.1 Mutual. SVCE and Service Provider represent and warrant that:

12.1.1 it is a public entity or business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;

12.1.2 it has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement;

12.1.3 the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, Item 1d
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except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;

12.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,

12.1.5 there is no outstanding litigation, arbitrated matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.

12.2 By Service Provider. Service Provider represents and warrants that:

12.2.1 it is in the business of providing the Services;

12.2.2 to the best of its knowledge, it is the lawful licensee or owner of the Services (excluding any SVCE Data therein) and has all the necessary rights in the Services to grant the use of the Services to SVCE;

12.2.3 to the best of its knowledge, none of the Services or any other work performed by Service Provider hereunder shall infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;

12.2.4 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with prevailing industry standards of care, skill and diligence;

12.2.5 to the best of its knowledge, in the original form provided by Service Provider, none of the Services nor any software that Service Provides to SVCE for local installation will contain any computer viruses, worms, malware, or similar unauthorized items (collectively, a “Virus”) ;

12.2.6 it shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions and shall perform the Support Service and the Maintenance Services in a professional and workmanlike manner in accordance with this Agreement;

12.2.7 the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.

Item 1d
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12.2.8 NOTWITHSTANDING ANY OF THE FOREGOING, SERVICE PROVIDER DOES

NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR MEET SVCE’S REQUIREMENTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12.2, THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER

DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR

OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

13. SVCE Data.

13.1 Ownership. SVCE’s data (“SVCE Data,” which shall be treated by Service Provider as Confidential Information) shall include: (a) SVCE’s data collected, accessed, used, processed, stored, or generated through SVCE’s use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated through SVCE’s use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Except where subject to a third party’s intellectual property rights, all SVCE Data is and shall remain the sole and exclusive property of SVCE and all right, title, and interest in the same belongs to SVCE.

SVCE Data can be categorized as follows: (a) “Authorized Data”, which consists of all data that has been authorized by SVCE customers for release to third parties through the Services; (b) “Calpine Data”, which consists of all data that Service Provider has received from Calpine; (c) “Admin Data”, which consists of all administrative data generated by SVCE’s use of the Services (e.g. number of customer authorizations, identities of the authorizing customers, and the scope of data that was authorized for release). This Section 13 shall survive the termination of this Agreement.

13.2 Service Provider Use of SVCE Data. Service Provider is provided a limited license to access SVCE Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display SVCE Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain SVCE Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose SVCE Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to SVCE Data only to those employees of Service Provider who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available SVCE Data for Service Provider’s own purposes or for the benefit of anyone other than SVCE without SVCE’s prior written consent.

Notwithstanding any of the foregoing, however, it is specifically understood and agreed that Service Provider is affirmatively permitted to release and share Authorized Data in accordance with the applicable customer authorization.

Item 1d
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Notwithstanding any other provision herein, Service Provider may aggregate, anonymize, or otherwise de-identify information relating to SVCE’s use and the performance of the Services (“Anonymized Data”), and use and disclose such Anonymized Data for its legitimate business purposes, including but not limited to improving the Services and promotion and marketing; provided that such Anonymized Data cannot reasonably be used to identify SVCE or any accountholder. For the absence of doubt, Anonymized Data does not include and may not be derived from any Authorized Data.

This Section shall survive the termination of this Agreement.

13.3 Access to, and Extraction of SVCE Data. SVCE shall have full and complete access to, and ability to download, Authorized Data 24 hours per day, 7 days per week, except during periods of maintenance by Service Provider. Further, Service Provider shall, within thirty (30) days of SVCE’s written request, provide SVCE, without charge and without any conditions or contingencies whatsoever (including, but not limited to, the payment of any fees due to Service Provider), an extract of the Authorized Data and Admin Data in a usable format agreed upon by both parties. In the event SVCE gives Service Provider written notice of a “litigation hold”, then as to all data identified in such notice, Service Provider shall, at no additional cost to SVCE, isolate and preserve all such data pending receipt of further direction from SVCE.

13.4 Backup and Recovery of SVCE Data. As a part of the Services, Service Provider is responsible for maintaining a backup of Authorized and Admin Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted.

Unless otherwise described in Exhibit A, Service Provider shall maintain a contemporaneous backup of Authorized and Admin Data that can be recovered within four (4) days. Such backup of Authorized and Admin Data shall be stored in an off-site (but within the continental United States) facility no less than daily, maintaining the security of Authorized and Admin Data, the security requirements of which are further described herein. Any backups of Authorized and Admin Data shall not be considered in calculating storage used by SVCE.

13.5 Loss or Unauthorized Access to Data. In the event of the occurrence of unauthorized access to, or any other event that compromises or is suspected to compromise the security, confidentiality, or integrity of SVCE Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of SVCE Data, Service Provider shall, as applicable: (a) notify SVCE as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with SVCE in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise reasonably required by SVCE.

Subject to the Data Protection Liability Cap set forth in Section 18.2, Service Provider agrees that in the event of an unauthorized release of SVCE Data caused by its or any of its third-party subcontractors’ or service providers’ (a) negligence or misconduct, (b) breach of Service Provider’s obligations under this Agreement, or (c) failure to adhere to Item 1d
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the processes and procedures of Service Provider’s data privacy and information security program pursuant to Section 15.1 hereof, Service Provider shall:
(A) in the case of PII, at SVCE’s sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but, to the extent reasonably feasible, no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or in the absence of any legally required notification period, as soon as reasonably practical after the discovery of the occurrence, or reimburse SVCE for its reasonable costs in notifying the affected individuals; and (ii) if the nature of the breach is such that there is a reasonable risk of identity theft as a result of the breach, provide commercially reasonable third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for twelve (12) months following the date of notification to such individuals, and
(B) in the case of SVCE Data (whether PII or otherwise), (i) perform or take any other actions required to comply with applicable law as a result of the occurrence; (ii) as further described in Section 17 of this Agreement, indemnify, defend, and hold harmless SVCE for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from SVCE in connection with the occurrence; (iii) be responsible for recreating lost Authorized Data and Admin Data on the schedule reasonably set by SVCE without charge to SVCE; and (iv) will use its commercially reasonable efforts to provide to SVCE a detailed plan within ten (10) calendar days of the discovery of the occurrence, describing the measures Service Provider will undertake to prevent a future occurrence.
(C) Notification to affected individuals, as described in clause (A) above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Service Provider’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Service Provider has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Service Provider. This Section shall survive the termination of this Agreement.

14. Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.

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14.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; or (c) should reasonably be recognized as confidential information of the disclosing party. Except for electric and gas usage information provided to Service Provider pursuant to this Agreement the term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). To illustrate the types of information that shall qualify as Confidential Information, for purposes of this Agreement, in all cases and for all matters:

SVCE Data shall be deemed to be Confidential Information of SVCE and any technical specifications or limitations, software code, algorithms and processes, security measures, audit and inspection results, and product plans and technical proposals relating to the Services shall be deemed to be Confidential Information of the Service Provider.

14.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement, or as required by law. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential. The parties understand and agree that this provision shall not restrict Service Provider, in any manner, from disclosing Authorized Information in accordance with the applicable customer authorization.

14.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its commercially reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will reasonably cooperate with the other party in seeking injunctive or other equitable relief against any such person. It is understood that SVCE is subject to the California Public Records Act (Gov. Code § 6250 et seq.). If a request under the California Public Records Act is made to view Service Provider’s Confidential Information, SVCE shall notify Service Provider of the request and the date that such records will be released to the requester unless Service Provider obtains a court order Item 1d
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enjoining that disclosure. If Service Provider fails to obtain a court order enjoining that disclosure, SVCE will release the requested information on the date specified.

14.4 Compelled by Law. In the event that either party (as the “Recipient”) becomes compelled by law (by subpoena, court order, or otherwise), to disclose any Confidential Information of the other party (as the “Discloser”), Recipient’s disclosure shall not exceed that required by such legal mandate, and Recipient shall to the extent legally permissible and practicable, provide Discloser with prompt written notice so that Discloser may seek, at Discloser’s own expense, a protective order or other appropriate remedy.

14.5 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in the case of a material breach by Service Provider that is reasonably likely to cause significant ongoing disruption or material legal risk to SVCE, the right to SVCE to effect, at the sole election of SVCE, the immediate termination, without liability (other than the payment of all amounts then due), of this Agreement.

14.6 Surrender of Confidential Information upon Termination. Upon termination of this Agreement, each party shall, within thirty (30) calendar days from the date of termination, return to the other party any and all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return SVCE Data to SVCE following the timeframe and procedure described further in this Agreement. Should Service Provider or SVCE determine that the return of any SVCE Data or non-SVCE Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88 (or such other standard offered by Service Provider’s cloud service provider), and shall certify the same in writing within thirty (30) calendar days from the date of termination to the other party. Notwithstanding the foregoing, SVCE agrees that Service Provider shall not be required to destroy any copies of Confidential Information that (A) reside on Service Provider’s backup, disaster recovery or business continuity systems, or (B) that Service Provider is obligated by applicable law and/or governmental regulations to retain; provided that Service Provider shall neither retrieve nor use any such Confidential Information for any purpose other than that specified in the foregoing clause (B) and Service Provider maintains the same level of security as required by this Agreement.

15. Data Privacy and Information Security.

15.1 Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing, maintaining, and upon request providing a written description to SVCE of, a data privacy and information security program, including physical, technical, Item 1d
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administrative, and organizational safeguards, that is reasonably designed to: (a) ensure the security and confidentiality of the SVCE Data; (b) protect against any anticipated threats or hazards to the security or integrity of the SVCE Data; (c) protect against unauthorized disclosure, access to, or use of the SVCE Data; (d) ensure the proper disposal of SVCE Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing. In no case shall the safeguards of Service Provider’s data privacy and information security program used to protect SVCE Data be less stringent than the safeguards used by Service Provider for its own data.

If the Services include handling credit card information, then the Service Provider shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Service Provider agrees and warrants that it is responsible for the security of any “cardholder data” that Service Provider possesses, stores, processes or transmits on behalf of the SVCE, and for any impact on the security of SVCE’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the Services.

SVCE represents and warrants that it will not transfer or direct the transfer, processing, storage or transmittal of any cardholder data through the Services without the prior written consent of Service Provider.

15.2 Audit by Service Provider. No less than annually, Service Provider shall obtain an AICPA SOC 2 Type 2 report (in connection with which Service Provider generally conducts a third-party penetration test of Service Provider’s data network). Upon request of SVCE, Service Provider will provide SVCE with the most recent such SOC 2 Type 2 Report (provided that Service Provider may redact any information that does not relate to the Services). Such report shall constitute UtilityAPI Confidential Information. The parties acknowledge that industry and accounting practices regarding data security audits are subject to change in the future. In the event that Service Provider deems it advisable and appropriate to obtain an independent data security audit or review other than an AICPA Soc 2 Type 2 report, it may do so without violation of this covenant, provided that such replacement audit or review meets or exceeds then-applicable industry standards.

15.3 Right of Audit by SVCE. Without limiting any other audit rights of SVCE, SVCE shall have the right to review Service Provider’s data privacy and information security program prior to the commencement of Services and during the term of the Agreement. No more than once in each 12 month period, SVCE, at its own expense and with no less than 30 days’ prior notice, shall be entitled to have an audit of Service Provider’s data privacy and information security program performed by an independent third-party auditor subject to confidentiality restrictions (with such auditor to be selected by SVCE and reasonably approved by Service Provider). In lieu of an on-site audit, upon request by SVCE, Service Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by SVCE regarding Service Provider’s data privacy and information security program. The results of any such audit or questionnaire shall be treated by SVCE as Confidential Information of Service Provider under Section 14.

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15.4 Audit Findings. Service Provider shall use its commercially reasonable efforts to implement any required safeguards identified in writing in any audit of Service Provider’s data privacy and information security program, and to the extent that it fails to do so within 60 days of a written request therefor by SVCE, SVCE may terminate this Agreement, and be entitled to a return of any unused prepaid fees.

15.5 Pattern of Violations. It shall be considered a material breach of this Agreement if Service Provider engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein. Service Provider understands that if SVCE finds that Service Provider is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement SVCE shall promptly cease all disclosures of Confidential Information to Service Provider. Service Provider further understands that if SVCE receives a customer complaint about Service Provider’s misuse of data or other violation of the Disclosure Provisions, SVCE shall promptly cease disclosing that customer’s information to Service Provider and shall notify the California Public Utilities Commission (“CPUC”) of the complaint.

15.6 CPUC Compliance. Service Provider shall comply with all applicable consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

15.7 Injunction, Specific Performance or Such Other Relief. Service Provider acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to SVCE and/or SVCE Customers, the amount of which may be difficult to assess. Accordingly, Service Provider hereby confirms that the SVCE shall be entitled to apply to a court of competent jurisdiction or the CPUC for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Service Provider or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the SVCE, in law or equity.

15.8 [Omitted]

16. Proprietary Rights.

16.1 Pre-existing Materials. SVCE acknowledges that, in the course of performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.

16.2 Software & Services. SVCE acknowledges that Service Provider exclusively owns and shall retain all right, title and interest in and to (a) the Services including all software components and code thereof, and all improvements, enhancements, derivative works, or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, and (c) all intellectual property rights related to any of the foregoing (collectively, the “Services Assets”); provided that SVCE shall Item 1d
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have the limited right to access and use the Services to the extent expressly set forth in this Agreement.

16.3 No License. Except as expressly set forth herein, no license or rights are granted by either party to the other with respect to the Confidential Information, the Services Assets, or the Pre-existing Materials. Nothing in this Agreement shall be construed to grant to (i) either party any ownership or other interest or license in the other party’s Confidential Information, except to the extent explicitly provided in this Agreement, or (ii) to SVCE any ownership or other interest in the Services Assets or Pre-existing Materials.

16.4 The provisions of this Section shall survive the termination of this Agreement.

17. Indemnification.

17.1 General Indemnification. Service Provider agrees to indemnify, defend, and hold harmless SVCE and its officers, directors, agents, attorneys and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, fines or judgments resulting from any claims, demands, suits or causes of action brought by any third party (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, to the extent suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or caused by the negligence or misconduct of Service Provider or its officers, directors, agents, employees, or subcontractors during the performance of this Agreement, or the breach by Service Provider of any of its obligations under this Agreement, including Claims relating to: (a) bodily injury (including death) or damage to tangible personal or real property to the extent caused by the negligence or misconduct of Service Provider or its officers, directors, agents, employees, or subcontractors during the performance of this Agreement; (b) any payment required to be paid to subcontractors, if any, of Service Provider; (c) any breach of a representation or warranty of Service Provider set forth in this Agreement; (d) any unauthorized destruction, access, use, or theft of SVCE Data (collectively, “cyber theft”) to the extent caused by the negligence or misconduct of Service Provider or any of its officers, directors, agents, employees, or subcontractors or by any breach by Service Provider of any of its obligations under this Agreement; or (e) any material breach by Service Provider of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity obligations shall not apply to the extent that the applicable Claim resulted from the negligence, misconduct or breach of this Agreement by SVCE or any Indemnitee.

17.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all third-party Claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right (an “Infringement Claim”). The foregoing obligation does not apply to any Claims arising from any modification or use of the Services by SVCE not in accordance with this Agreement.

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In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that SVCE is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, or, if Service Provider otherwise receives information about an infringement claim relating to the Services or believes such a claim is likely, Service Provider may, at its option and expense:
(a) obtain for SVCE the right to continue using such Services; or (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and are able to be used by SVCE. In the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall terminate this Agreement and reimburse to SVCE any prepaid unused fees and provide Transition Services as set forth in Section 10.

17.3 Indemnification Procedures. Promptly after receipt by SVCE of a threat, notice, or filing of any Claim against an Indemnitee, SVCE shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and SVCE shall not independently defend or respond to a Claim; provided, however, that: (a) SVCE may defend or respond to a Claim (with the reasonable out-of-pocket expense thereof to be borne by Service Provider), solely to the extent that SVCE’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee and, (b) SVCE shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, SVCE shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse SVCE for all reasonable out-of-pocket costs incurred by SVCE (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

17.4 Third-Party Beneficiaries. Nothing, express or implied, in this Agreement is intended to benefit, or to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor Indemnitees.

17.5 The provisions of this Section shall survive the termination of this Agreement.

18. Limitation of Liability.

18.1 EXCEPT WITH RESPECT TO CLAIMS COVERED BY THE DATA PROTECTION LIABILITY CAP (SECTION 18.2) AND LIABILITY ARISING UNDER SERVICE PROVIDER’S INDEMNITY OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER SECTION 17, SERVICE PROVIDER’S TOTAL

AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT

ACTUALLY PAID TO SERVICE PROVIDER BY SVCE FOR SERVICES IN THE TWELVE MONTH

PERIOD PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY, LESS ANY REFUNDS OR CREDITS PAID TO SVCE BY SERVICE PROVIDER. (“SERVICE PROVIDER’S GENERAL LIABILITY CAP”). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

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18.2 THE AGGREGATE LIABILITY OF SERVICE PROVIDER UNDER THIS AGREEMENT WITH

RESPECT TO OR ARISING OUT OF ANY UNAUTHORIZED USE, LOSS OR DISCLOSURE OF SVCE DATA OR ANY DATA OR SECURITY BREACH (WHETHER ARISING UNDER SECTION 13.5, SECTION 17, OR OTHERWISE) SHALL NOT EXCEED FIVE MILLION DOLLARS ($5,000,000.00) (“DATA PROTECTION LIABILITY CAP”). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

18.3 SERVICE PROVIDER SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT

LIABILITY OR OTHER THEORY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE,

SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR DIMINUTION IN VALUE OR LOSS OF PROFITS.

18.4 Nothing in this Section 18 shall exclude or limit the liability of Service Provider to the extent that such liability may not be excluded or limited as a matter of applicable law.

18.5 The provisions of this Section shall survive the termination of this Agreement.

19. Insurance.

19.1 Insurance. Unless otherwise approved in writing by SVCE’s risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts as follows, with responsible insurance carriers duly admitted and qualified in California covering the operations of Service Provider, pursuant to this Agreement:
commercial general liability ($1,000,000 per occurrence, $2,000,000 aggregate); excess liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation (statutory limits) and employers’ liability ($500,000 per accident); cyber liability ($5,000,000 per occurrence) providing protection against claims and liabilities arising from: (i) errors and omissions in connection with maintaining security of SVCE Data; (ii) data breach including theft, destruction, and/or unauthorized use of SVCE Data; (iii) identity theft; and (iv) violation of privacy rights due to a breach of SVCE Data; and professional liability ($1,000,000 per occurrence, $1,000,000 aggregate).

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses.

Service Provider shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Service Provider waives all rights of subrogation with respect to said policies. Such policies shall require that SVCE be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein. SVCE shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Service Provider’s exposure to SVCE increases. Service Provider shall provide SVCE with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above. Upon request Service Provider shall provide SVCE with certificates of insurance evidencing renewal or substitution of such insurance.

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20. General.

20.1 Relationship between SVCE and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for SVCE or in any way to bind or to commit SVCE to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of SVCE. Under no circumstances shall Service Provider, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venturer, or partner of SVCE. In recognition of Service Provider’s status as an independent contractor, SVCE shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. SVCE shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of SVCE.

20.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America.

Service Provider hereby consents and submits to the jurisdiction and forum of the state and federal courts in the County of Santa Clara, State of California, in all questions and controversies arising out of this Agreement.

20.3 Attorneys’ Fees and Costs. In any arbitration, litigation, or other proceeding by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

20.4 Compliance with Laws. Each of the parties agrees to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable to the provision or use of the Services.

20.5 Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will reasonably cooperate with the other by, among other things, making available, as reasonably requested by the other, appropriate information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Service Provider will reasonably cooperate with any SVCE supplier performing services, and all parties supplying hardware, software, communication services, and other services and products to SVCE, including, without limitation, the Successor Service Provider. Service Provider agrees to reasonably cooperate with such suppliers, and shall not commit or permit any act which may interfere with the performance of services by any such supplier.

20.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such causes include, but are not limited to, fire, explosion, earthquake, flood or Item 1d
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other natural catastrophe, acts of war or terror, cyber-warfare, civil unrest, epidemics, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, internet service provider or communication line outages, and denial of service attacks, to the extent not caused by the fault or negligence of the delayed party. Any such excuse for delay or failure to perform shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its commercially reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its commercially reasonable efforts to minimize such delays, the delays shall be included in the determination of Service Level achievement. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance. A force majeure event does not excuse Service Provider from fulfilling its responsibilities relating to the requirements of backup and recovery of SVCE Data. In no event shall any of the following constitute a force majeure event: (a) failure, inadequate performance by or unavailability of Service Provider’s subcontractors, if any; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for SVCE to access or use the Services.

Service Provider shall provide a summary or description of its then-current business continuity plan (“Business Continuity Plan”) to SVCE upon SVCE’s written request. The Business Continuity Plan shall include procedures designed to facilitate the resumption of critical operations and technology in the event of a disaster

20.7 Advertising and Publicity. Service Provider shall not refer to SVCE directly or indirectly in any advertisement, news release, or publication, or use any SVCE logo, seal or mark, without prior written approval from SVCE. Notwithstanding the foregoing, however, Service Provider is permitted, in connection with marketing its products and services, to identify SVCE as a customer of the Services and to use and refer to SVCE’s “Data Hive” as an example of the Services (but Service Provider may not reveal any accountholder information in connection with such demos). Notwithstanding the foregoing, Service Provider is not permitted to state or imply any endorsements of the Services or Service Provider on behalf of SVCE.

20.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.

20.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

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20.10 Assignment of Agreement. This Agreement may not be assigned or transferred by either party without the written consent of the other party; provided, that a party may assign this Agreement to its Affiliate or in connection with any merger, acquisition, reorganization, sale or transfer of all or substantially all of such party’s assets or business provided that such party provides notice of such transfer within thirty (30) days. “Affiliate” for purposes hereof means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity, and “control” means ownership or control of more than 50% of the voting interests.

20.11 Time is of the Essence. Time is of the essence in every provision of this Agreement in which time for performance is a factor.

20.12 Counterparts; Facsimile/PDF/Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

20.13 Entire Agreement. This Agreement and any and all attached exhibits, each of which is incorporated by reference herein, constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between SVCE and Service Provider as to the subject matter hereof. No representation or promise not expressly set forth herein shall be binding. The provisions of this Agreement shall govern over any inconsistent or conflicting provisions contained in any exhibit hereto. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it, such that any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

20.14 Cumulative Remedies. All rights and remedies of the parties herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against Service Provider for the enforcement of this Agreement, and temporary and permanent injunctive relief.

20.15 No Recourse against Constituent Members of Authority. SVCE is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members. SVCE shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Service Provider shall have no rights and shall not make any claims, take any actions or assert any remedies against any of SVCE’s constituent members in connection with this Agreement.

20.16 Non-Discrimination. In the performance of this Agreement, Service Provider, and any subcontractor of Service Provider shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
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Final Version
age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Service Provider shall have responsibility for compliance with this Section.

20.17 Conflict Of Interest. Service Provider warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement in a manner impermissible under the Conflict Statutes (as defined below), and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest. Service Provider and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Service Provider’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090 (the “Conflict Statutes”). During the term of this Agreement, Service Provider may perform similar services for other clients, but Service Provider and its officers, employees, associates and subcontractors shall not, without SVCE’s prior written approval, perform work for another person or entity for whom Service Provider is not currently performing work that would require Service Provider or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a Conflict Statute. Service Provider shall incorporate a clause substantially similar to this Section into any subcontract that Service Provider executes in connection with the performance of this Agreement. Service Provider understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Service Provider to make certain governmental decisions or serve in a staff capacity, as set forth in Title 2, Division 6, Section 18700 of the California Code of Regulations.

20.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

20.19 [omitted]

20.20 SVCE’s Rights to Employ Other Consultants. SVCE reserves the right to employ other consultants in connection with the subject matter of the Services.

20.21 Captions and Terms. The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

20.22 Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement. If any inconsistency exists or arises between a provision of this Agreement and a provision of any Exhibit, or between a provision of this Agreement and a provision of Service Provider’s proposal, the provisions of this Agreement shall control.

20.23 Successors and Assigns. The terms and conditions of this Agreement shall be binding on the successors and assigns of the parties to this Agreement.

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
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Final Version
Executed on the dates set forth below by the undersigned authorized representative of SVCE and Service Provider to be effective as of the Effective Date.

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
-26-
Final Version

SILICON VALLEY CLEAN ENERGY (SVCE)
By:

Name:

Title:

Date:

Address for Notice:

UTILITYAPI, INC. (SERVICE PROVIDER)
By:

Name:

Title:

Date:

Address for Notice:

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
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Final Version

EXHIBIT A

STATEMENT OF SERVICES, SUPPORT, AND SERVICE LEVEL AGREEMENT This Exhibit A - Statement of Services and Service Level Agreement shall be incorporated in and governed by the terms of that certain Master Software as a Service Agreement by and between SILICON VALLEY CLEAN ENERGY (“SVCE“) and UTILITYAPI, INC. (“Service Provider”) dated April 14, 2022, (“Agreement”). In the event of a conflict between the provisions contained in the Agreement and those contained in this Exhibit A, the provisions contained in the Agreement shall prevail.

Services Description.
(1) As of the Effective Date, Service Provider shall continue to maintain and provide SVCE with access to and use of the existing UtilityAPI data access and exchange platform for SVCE electricity accountholders (the “Platform”), which currently includes the following features:
a. Accountholder Interface - A dashboard for accountholders, white-labeled with SVCE’s branding, and including the following components:
i. Landing and informational pages about Green Button Connect ii. Links to SVCE Terms and Privacy Policies
iii. Third Party Directory with search capabilities
iv. Accountholder authorization & authentication interfaces b. Third Party Interface - A dashboard and fully documented API that allows third parties to register with SVCE, manage their third party settings, view accountholder authorizations, and download authorized accountholder data, and including the following components:
i. Third party registration form for the Platform.
ii. Interface to view and download data authorized for release by accountholders. iii. Data request interface for third parties to send direct data requests to accountholders, allowing third parties to use the Platform without direct software integration.
iv. Standards-compliant APIs, including the Green Button XML API, that can be used to integrate the Platform into third parties’ websites and apps. v. Settings interface to self-manage registration and technical integration settings. vi. Sandbox mode to test Platform functionality using test accounts and test datasets before the third party has been approved by SVCE. c. Utility Administrator Interface - A dashboard for SVCE administrators to use to view and approve third party registrations and accountholder authorizations by customers for third party access, and including the following components:
i. Homepage with the latest accountholder authorizations and third party registrations needing review
ii. Interface showing all accountholder authorizations
iii. interface for management of registered third parties, with the following features:

1. Administrator control of third party approval status

2. Administrator control of Third Party Directory visibility of each third party

3. Administrator communication via email with third parties Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
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Final Version

4. Details of third party settings and logs of changes

5. List of accountholder authorizations to the third party

6. Ability for manual accountholder authorization to third parties (i.e., to support "paper/call" authorizations)
(2) After the Effective Date, Service Provider will use its commercially reasonable efforts to (i) expand the Platform to also cover SVCE’s gas utility accounts (the “Gas Expansion”), and (ii) to rollout a Utility Discovery Tool (the “Discovery Tool Expansion”). For purposes hereof, the “Utility Discovery Tool” means a tool, to be added to the authorization form, that assists the accountholder and third party in determining the correct utility and/or Community Choice Aggregator holding the accountholder’s account.
(3) Service Provider will manage historical and ongoing data collection, and data cleaning and standardization for the Platform. Service Provider will provide Technical Support for both SVCE and the third-party or commercial users of the platform.

Services Fees. As of the Effective Date, the Services Fee shall be $9,000 per month. The Services Fee shall increase by an additional (i) $1,500 per month effective as of the first calendar month following the launch of the Gas Expansion, and an additional (ii) $750 per month effective as of the first calendar month following the launch of the Utility Discovery Tool (the “Service Fee Additions”).

Storage fees are included in the Services Fees above.

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
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Final Version
Technical Support Description.

A. Service Provider will provide to SVCE telephone and email support (“Technical Support”) as follows:

Standard support: Monday – Friday 9:00 am - 5 p.m., PST, except for Service Provider Holidays Critical Matters support: For Problems with Severity Level 1 or 2: While Service Provider is responding to and resolving the Problem, support is available twenty-four (24) hours per day, seven (7) days per week, 365 days per year.

Technical Support will include any research and resolution activity performed by Service Provider.

For emailed Technical Support requests, Service Provider shall confirm to the requestor receipt of the request.

B. Problem Severity Level 1 and 2 Resolution. If a Problem Severity Level 1 or 2 request cannot be corrected to the reasonable satisfaction of SVCE within the applicable Request Resolution Time, Service Provider will: (a) immediately escalate the request to Service Provider’s management; (b) take and continue to take the actions which will most expeditiously resolve the request; and (c) provide regular updates to SVCE of the steps taken and to be taken to resolve the request and the estimated time until the request is resolved.

C. Problem Severity Level 3 or 4 Resolution. If a Problem Severity Level 3 or Level 4 request cannot be corrected to the reasonable satisfaction of SVCE within the applicable Request Resolution Time, then Service Provider will so notify SVCE and will provide regular updates to SVCE of the steps taken and to be taken to resolve the request and the estimated time until the request is resolved.

Technical Support Problem Severity Levels. For purposes hereof, “Problem” means a bug, defect or error in the Services causing them to fail to perform in material conformance with the Documentation.

Each technical support request that qualifies as a “Problem” will be assigned a severity level by Service Provider as set forth below. Service Provider will use its commercially reasonable efforts to resolve (or create a patch or work-around that temporarily resolves) each Problem within the applicable Request Resolution Time.
i. Problem Severity Level 1: A Problem causing a material unauthorized exposure of all or part of SVCE Data or a material loss or corruption of all or part of the SVCE Data.

Request Response Time. 30 minutes.

Request Resolution Time. 2 hours.
ii. Problem Severity Level 2: A Problem causing a significant interruption of the Services that has a material adverse impact on SVCE operations and for which no reasonable work-around is available.

Request Response Time. 1 hour.

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
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Final Version
Request Resolution Time. 48 hours.
iii. Problem Severity Level 3: A Problem causing minor and/or limited interruption of the Services.

Request Response Time. 8 hours.

Request Resolution Time. 5 business days.
iv. Problem Severity Level 4: This Problem Severity Level is associated with: (a) general questions pertaining to the Services; or, (b) problems which are not included in Problem Severity Levels 1, 2, or 3.

Request Response Time. 8 hours
Request Resolution Time. 10 business days.

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
-31-
Final Version
Availability Service Level.
1) Definitions.
(a) “Actual Uptime” means the total minutes in the reporting month of Service Availability. (b) “Service Availability” means Authorized Users are able to access the Services for normal use.
(c) “Maintenance Window” means the total minutes in the reporting month represented by the following days and times during which Service Provider shall maintain the Services:

Every Tuesday, Thursday, and Saturday 8:00 PM – 11:00 PM PST. (d) “Excluded Downtime” means the total minutes in the reporting month during which there is no Service Availability due to:
● Outages not caused by or within the control of Service Provider or its service providers (i.e., outages on SVCE’s network or telecommunication services, denial of service attacks)
● Downtime requested by SVCE.
● Outages caused by force majeure events under Section 20.6. (e) “Allowed Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window plus Excluded Downtime.
(f) “Scheduled Uptime” shall mean the total minutes in the reporting month lessthe Allowed Downtime.
3) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (rounded to the first decimal point)
4) Performance Credit. Where Percentage Uptime is less than 99.9% for any month, SVCE shall be due a Performance Credit in the amount of 10% of such month’s Services Fees for each full 1% reduction in Percentage Uptime; but no such Performance Credit may be greater than 30% of the Services Fee for such reporting month.
5) Example Calculation.
(a) Assuming reporting month is January 2022 (44,640 minutes in month total). (b) Maintenance Window for such month equals 2,340 minutes and Excluded Downtime (assumed) is 60 minutes, therefore Allowed Downtime equals 2,400 minutes. (e) Scheduled Uptime equals 42,240 minutes (44,640 total monthly minutes minus 2,400 minutes of Allowed Downtime).
(f) Assuming that Actual Uptime is equal to 41,500 minutes, the Percentage Uptime is calculated as follows: (41,500 / 42,240) *100 = 98.3%.

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.
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Final Version
(e) The threshold of 99.9% less the Percentage Uptime of 98.3% = 1.6% reduction from the threshold.
(f) The difference is greater than a 1% reduction from the threshold but is less than a 2% reduction; therefore, SVCE is due 10% of the Services Fees as a Performance Credit.

Item 1d
Attachment 1
Agreement with UtilityAPI, Inc.

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Item 1d
Attachment 2
Fifith Amendment to Utility API, Inc. Agreement

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Item 1d
Attachment 2
Fifith Amendment to Utility API, Inc. Agreement

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Attachment 2
Fifith Amendment to Utility API, Inc. Agreement

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Item 1d
Attachment 2
Fourth Amendment to Utility API, Inc. Agreement

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Item 1d
Attachment 2
Fourth Amendment to Utility API, Inc. Agreement

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Item 1d
Attachment 2
Fourth Amendment to Utility API, Inc. Agreement

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Item 1d
Attachment 2
Third Amendment to Utility API, Inc. Agreement

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Attachment 2
Third Amendment to Utility API, Inc. Agreement

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Attachment 2
Second Amendment to Utility API, Inc. Agreement

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Attachment 2
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Attachment 2
First Amendment to Utility API, Inc. Agreement

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Attachment 2
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Staff Report – Item 1e
Item 1e: Adopt Resolution Amending SVCE Conflict of Interest Code to Add Multiple Positions From: Girish Balachandran, CEO
Prepared by: Kevin Armstrong, Administrative Services Manager Date: 4/13/2022

RECOMMENDATION
Adopt Resolution 2022-12 amending the SVCE Conflict of Interest Code to add the positions of Audit Committee Member and Regulatory and Compliance Manager to the list of designated positions for filing.

BACKGROUND
Shortly after the formation of SVCEA, the Board of Directors adopted a conflict-of-interest code as required by the Political Reform Act, commencing at Government Code Section 81000. The code lists the positions within the Authority that are required to file statements of economic interests (Form 700). As a joint powers authority with members located entirely within Santa Clara County, the County Board of Supervisors is the conflict code reviewing body that is required to approve all changes to the conflict-of-interest code. County Counsel has advised that when positions are added or removed from the conflict code, a new resolution must be adopted approving a new conflict of interest code with the added or removed position(s).

At the September 8, 2021 Board meeting, the Board of Directors adopted Resolution 2021-22 approving the creation of a personnel system to insure equitable and uniform policies and procedures for administering personnel matters in compliance with applicable laws; designating the Chief Executive Officer (CEO) as Personnel Officer; and delegating authority to the CEO to carry out all duties necessary to implement the personnel system.

ANALYSIS & DISCUSSION
Two positions have been identified as needing to file since the last conflict of interest code was adopted in February 2022: Audit Committee Member and Regulatory and Compliance Manager. The role of Audit Committee Member had never included a person outside of SVCE’s Board of Directors, until committee appointments made in February 2022 included a member of agency staff. With the appointment of Committee member Vickie Rahman of Gilroy, the position of Audit Committee Member needs to be added to SVCE’s code.

The Regulatory and Compliance Manager position was created as part of the FY21-22 budget within the authority of the Personnel Officer.

SVCE staff and general counsel feel these positions should report financial interests in the proposed assigned disclosure categories based on the decisions he/she will be making:

Designated Position Assigned Disclosure Category
Audit Committee Member 2
Regulatory and Compliance Manager 2
In accordance with the requirements of the Political Reform Act and the County of Santa Clara, a new conflict of interest code must be adopted by resolution which includes the newly created or identified positions as well as any changes to the existing Conflict of Interest Code. The attached resolution amends Appendix A to Item 1e
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1e Agenda Date: 4/13/2022

Page 2 of 2 ends

SVCE’s code to reflect the addition of the two new positions identified above. The remainder of the Conflict of Interest Code has not been changed.

STRATEGIC PLAN
Not applicable.

ALTERNATIVES
None.

FISCAL IMPACT
There is no fiscal impact as a result of adding positions to SVCE’s Conflict of Interest Code.

ATTACHMENT

1. Resolution 2022-12 Amending the Authority’s Conflict of Interest Code to Add Multiple Positions Item 1e
Resolution 2022-12 -1-
RESOLUTION NO. 2022-12

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY AMENDING THE AUTHORITY’S CONFLICT OF INTEREST

CODE TO ADD MULTIPLE POSITIONS
WHEREAS, the Silicon Valley Clean Energy Authority (“Authority”) was formed on March 31, 2016 pursuant to a Joint Powers Agreement to study, promote, develop, conduct, operate, and manage energy programs in Santa Clara County; and WHEREAS, the Political Reform Act, Government Code Section 81000, et seq., (the “Political Reform Act”) requires each public agency in California, including the Authority, to adopt and promulgate a conflict of interest code; and WHEREAS, Government Code Section 87306 requires each public agency in California to amend its conflict of interest code when change is necessitated by a change in circumstances, including the creation of new positions and relevant changes to the duties assigned to existing positions; and WHEREAS, the Board of Directors of the Authority has adopted a conflict of interest code, and has amended this code as appropriate due to changed circumstances, with the most recent code adopted by Resolution 2022-05; and WHEREAS, the Board of Directors, after consultation with the County of Santa Clara as its code reviewing body, desires to amend the list of designated positions in Appendix A by amending multiple titles and adding multiple positions.

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the Authority rescinds Resolution No. 2022-05 and adopts the following attached Conflict of Interest Code including its Appendices of Designated Positions and Disclosure Categories.

BE IT FURTHER RESOLVED that The Board of Directors of the Authority hereby directs the Secretary of the Board to coordinate the preparation of a revised Conflict of Interest Code in succeeding even-numbered years following notice and instructions from the County of Santa Clara as the code-reviewing body for the Authority, in accordance with the requirements of Government Code Sections 87306 and 87306.5. Future revisions to the Conflict of Interest Code should reflect changes in employee or official designations. If no revisions to the Code are required, the Authority shall submit a response as indicated in the instructions provided by the County of Santa Clara no later than October 1st of the same year, stating that amendments to the Authority’s Conflict of Interest Code are not required.

Item 1e
Attachment 1
Resolution 2022-12 -2-
ADOPTED AND APPROVED this 13th day of April 2022, by the following vote:

Clerk
Item 1e
Attachment 1
Resolution 2022-12 -3-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
The Political Reform Act (Government Code § 81000, et seq., hereinafter referred to as the Act) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission (“FPPC”) has adopted a regulation (2 California Code of Regulations § 18730) which contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, the standard code may be amended by the FPPC to conform to amendments in the Act. Therefore, the terms of 2 California Code of Regulations § 18730 and any amendments to it duly adopted by the FPPC are hereby incorporated by reference.

This regulation and the text here designating positions and establishing disclosure categories shall constitute the conflict of interest code of the Silicon Valley Clean Energy Authority (“Authority”).

The most current version of 2 Cal. Code of Regs. Section 18730 is available on the website of the Fair Political Practices Commission
(http://www.fppc.ca.gov/content/dam/fppc/NS-Documents/LegalDiv/Regulations/Index/Chapter7/Article2/18730.pdf).

Individuals holding a designated position shall file their Statements of Economic Interests with the Authority’s Filing Official, which will make the Statements available for public inspection and reproduction subject to Government Code section 81008. If Statements are received in signed paper format, the Authority’s Filing Official shall make and retain a copy and forward the original Statements to the Filing Officer, the County of Santa Clara Clerk of the Board of Supervisors. If Statements are electronically filed using the County of Santa Clara’s Form 700 e-filing system, both the Authority’s Filing Official and the County of Santa Clara Clerk of the Board of Supervisors will receive access to the e-filed Statements simultaneously.

Item 1e
Attachment 1
Resolution 2022-12 -4-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "A"

DESIGNATED POSITIONS
Designated Position Assigned Disclosure Category
Member of Board of Directors 1
Alternate Member of Board of Directors 1
Audit Committee Member 2
Chief Executive Officer 1
Chief Financial Officer & Director of Administrative Services 1 Finance and Administration Committee Member 2
General Counsel 1
Energy Services Manager 2
Administrative Services Manager 2
Associate Legislative Analyst 2
Associate Manager of Decarbonization & Grid Innovation Programs 2 Associate Power Analyst 1
Associate Power Resources Planner 1
Communications Manager 2
Director of Account Services & Community Relations 2
Director of Decarbonization & Grid Innovation Programs 2 Director of Power Resources 1
Director of Regulatory & Legislative Policy 2
Financial Analyst 2
Management Analyst 2
Item 1e
Attachment 1
Resolution 2022-12 -5-
Manager of Decarbonization & Grid Innovation Programs 2 Policy Analyst 2
Power Analyst 1
Power Resources Manager 1
Power Resources Planner 1
Power Contracts & Settlements Manager 1
Power Settlements & Compliance Analyst 1
Principal Policy Analyst 2
Principal Power Analyst 1
Rates Manager 2
Regulatory and Compliance Manager 2
Senior Financial Analyst 2
Senior Government Affairs Manager 2
Senior Manager of Decarbonization & Grid Innovation Programs 2 Senior Manager of Public Sector Services 2
Senior Policy Analyst 2
Senior Power Analyst 1
Senior Power Resources Planner 1
Senior Rates Analyst 2
Senior Regulatory Analyst 2
Senior Risk Manager 2
Consultant 3
Newly Created Position *
* Newly Created Position
A newly created position that makes or participates in the making of governmental decisions that may foreseeably have a material effect on any financial interest of the Item 1e
Attachment 1
Resolution 2022-12 -6-
position-holder, and which specific position title is not yet listed in the Authority’s conflict of interest code is included in the list of designated positions and shall disclose pursuant to the broadest disclosure category in the code, subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular newly created position, although a “designated position,” is hired to perform a range of duties that are limited in scope and thus is not required to fully comply with the broadest disclosure requirements, but instead must comply with more tailored disclosure requirements specific to that newly created position. Such written determination shall include a description of the newly created position's duties and, based upon that description, a statement of the extent of disclosure requirements. The Chief Executive Officer’s determination is a public record and shall be retained for public inspection in the same manner and location as this conflict-of-interest code. (Gov. Code Section 81008.) As soon as the Authority has a newly created position that must file Statements of Economic Interests, the Authority’s Filing Official shall contact the County of Santa Clara Clerk of the Board of Supervisors Form 700 division to notify it of the new position title to be added in the County’s electronic Form 700 record management system, known as eDisclosure. Upon this notification, the Clerk’s office shall enter the actual position title of the newly created position into eDisclosure and the Authority’s Filing Official shall ensure that the name of any individual(s) holding the newly created position is entered under that position title in eDisclosure.

Additionally, within 90 days of the creation of a newly created position that must file Statements of Economic Interests, the Authority shall update this conflict-of-interest code to add the actual position title in its list of designated positions and submit the amended conflict of interest code to the County of Santa Clara Office of the County Counsel for code-reviewing body approval by the County Board of Supervisors. (Gov. Code Section 87306.)
Item 1e
Attachment 1
Resolution 2022-12 -7-

SILICON VALLEY CLEAN ENERGY AUTHORITY

CONFLICT OF INTEREST CODE
APPENDIX "B"

DISCLOSURE CATEGORIES
Designated positions must report financial interests in accordance with the assigned disclosure categories.

Category 1: Persons in this category shall disclose:
(a) investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority; and (b) all interests in real property located: in whole or in part within the jurisdiction of the Silicon Valley Clean Energy Authority, or within two miles of the borders of any of the parties to the Joint Powers Agreement for the Authority, or within two miles of any land owned or used by the Authority.

Category 2: Persons in this category shall disclose investments and business positions in business entities, and income (including gifts, loans, and travel payments) from sources that contract with the Authority, or that provide, plan to provide, or have provided during the previous two years, facilities, goods, technology, equipment, vehicles, machinery, or services, including training or consulting services, of the type utilized by the Authority.

Category 3: Each Consultant, as defined for purposes of the Political Reform Act and applicable regulations1, shall disclose pursuant to the broadest disclosure category in the Authority’s conflict of interest code subject to the following limitation: The Chief Executive Officer of the Authority may determine in writing that a particular consultant, although a "designated position," is hired to perform a range of duties that are limited in scope and thus is not required to comply fully with the disclosure requirements of the broadest disclosure category, but instead must comply with more tailored disclosure requirements specific to that consultant. Such a written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of 1 As defined in FPPC Regulation 18700.3, “consultant” means an individual who (1) makes governmental decisions, such as whether to approve a rate, rule, or regulation; to issue, deny, suspend, or revoke any permit, license, application, certificate or similar authorization; to adopt or approve a plan, design, report, study; or to adopt or approve policies, standards, or guidelines for the Authority; (2) serves in a staff capacity with the Authority, and in that capacity participates in making governmental decisions by providing information, an opinion, or a recommendation for the purpose of affecting the decision without significant intervening substantive review; or (3) performs the same or substantially all the same duties for the Authority that would otherwise be performed by an individual holding a designated position in this Code.

Item 1e
Attachment 1
Resolution 2022-12 -8-
disclosure requirements. The Chief Executive Officer’s written determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.

Item 1e
Attachment 1

Page 1 of 1 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute Amendment to Agreement with Joint Venture Silicon Valley to Add Convening Support for a Building Electrification Stakeholder Group
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization and Grid Innovation Zoe Elizabeth, Manager of Energy Services
Date: 4/13/2022

RECOMMENDATION
Staff recommends that the SVCE Board of Directors authorize the Chief Executive Officer to execute the second amendment to SVCE’s agreement with Joint Venture Silicon Valley (JVSV), extending the term of the agreement to March 31, 2023, amending the not to exceed amount to $138,000, and amending the scope of services.

BACKGROUND
In 2019, SVCE contracted with JVSV to provide administrative and coordination support to facilitate Silicon Valley Transportation Electrification Clearinghouse (“SVTEC”). Due to the success of SVTEC, the agreement with JVSV was amended in 2020 to extend services.

ANALYSIS & DISCUSSION
The proposed second contract amendment would expand the scope of work to include supporting a similar network to SVTEC focused on building electrification. JVSV will work with SVCE to launch a building electrification focused working group in spring 2022, and will help host ongoing quarterly meetings.

The budget would increase by $50,000 to cover this expansion and the timeline would be extended by one quarter to 3/31/2023.

FISCAL IMPACT
There is no fiscal impact as these funds were approved and budgeted for as part of the Building Electrification Joint Action Plan.

ATTACHMENTS

1. Second Amendment to Agreement with Joint Venture Silicon Valley

2. First Amendment and Original Agreement with Joint Venture Silicon Valley Item 1f
/ A"\ SILICON VALLEY
~CLEAN ENERGY
2/22 Version

SECOND AMENDMENT TO AGREEMENT WITH JOINT VENTURE SILICON VALLEY WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and JOINT VENTURE SILICON VALLEY entered into that certain agreement entitled Convening Support for Silicon Valley Transportation Electrification Clearinghouse and Regional Electric Vehicle Leadership Recognition Programs Services, effective on October 23, 2020, hereinafter referred to as “Original Agreement”; and WHEREAS, Authority and JOINT VENTURE SILICON VALLEY have determined it is in their mutual interest to amend certain terms of the Original Agreement.

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

1. TERM section of Original Agreement shall be amended to read as follows:

The term of this Agreement shall commence on November 1, 2020, and shall terminate on March 31, 2023, unless terminated earlier as set forth herein.

2. COMPENSATION section of Original Agreement shall be amended to read as follows:

Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one hundred thirty-eight thousand dollars and no/100 ($138,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

3. EXHIBIT A SCOPE OF SERVICES section of Original Agreement shall be amended to read as follows:

Task 3
In this task, Joint Venture Silicon Valley (JVSV) will help develop and provide convening support for a Building Electrification (BE) Stakeholder Group (herein, group).

JVSV will work with SVCE to refine the group’s mission and scope, identify key organizations and networks essential to building electrification in Silicon Valley, engage a select set of those organizations to participate in the working group and launch the group in spring 2022 / Q4 of FY 21/22. Thereafter JVSV will help host ongoing quarterly meetings of the group, working group meetings, and up to two larger building electrification forums annually with key stakeholders (e.g. a forum for elected officials). We will work collaboratively with SVCE staff to prepare for meetings and carry out actions, including assisting at, and providing synthesis for, meetings; and identifying next steps and follow-up actions.

Throughout the year we will support SVCE and the stakeholder group members to understand the technical, legal, and financial challenges of building electrification, including:
• identifying and cataloging successful BE case studies, Item 1f
Attachment 1
2/22 Version
• creating a repository of funding program and financing information, • collecting and analyzing BE policies, and
• developing, organizing, and facilitating working group meeting and or stakeholder meetings that are outside of the quarterly working group.

4. EXHIBIT B SCHEDULE OF PERFORMANCE section of Original Agreement shall be amended to read as follows:

TASK BEGIN END
SVTEC Support November 2020 March 2023
Manage Ongoing Quarterly SVTEC Meetings November 2020 March 2023 Provide Ongoing Support to SVTEC November 2020 March 2023 Recognition Program Support November 2020 March 2023
Building Electrification (BE) Support April 2022 March 2023

5. EXHIBIT C SCHEDULE OF COMPENSATION section of Original Agreement shall be amended to read as follows:

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of one hundred thirty-eight thousand dollars and no/100 ($138,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority
Original Agreement
Task Estimated
Budget
Silicon Valley Transportation Electrification Clearinghouse Support Manage Ongoing Quarterly SVTEC Meetings $20,000
Provide Ongoing Support to SVTEC $20,000
Recognition Program Support
Provide on-going Regional Recognition implementation support $8,000 Total $48,000
Item 1f
Attachment 1
2/22 Version
First Amendment
Task Estimated
Budget
Silicon Valley Transportation Electrification Clearinghouse Support Manage Ongoing Quarterly SVTEC Meetings $40,000
Provide Ongoing Support to SVTEC $40,000
Recognition Program Support
Provide on-going Regional Recognition implementation support $8,000 Total $88,000
Second Amendment
Task Estimated Budget
Silicon Valley Transportation Electrification Clearinghouse Support Manage Ongoing Quarterly SVTEC Meetings $40,000
Provide Ongoing Support to SVTEC $40,000
Recognition Program Support
Provide on-going Regional Recognition implementation support $8,000 Building Electrification (BE) $50,000
Total $138,000

6. This Amendment shall be effective on April 14, 2022.

7. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control.

8. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below.

RECOMMENDED FOR APPROVAL
__________________________________
Zoe Elizabeth, Manager of Energy Services

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services Item 1f
Attachment 1
2/22 Version

CONSULTANT NAME

JOINT VENTURE SILICON VALLEY
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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18 Agreement with SVCE and JVSV

Page 1 of 1 ends

Staff Report – Item 1g
Item 1g: Receive Q1 2022 Decarbonization Programs Update From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization and Grid Innovation Programs Date: 4/13/2022

RECOMMENDATION
Staff recommends the Board receive and accept the Q1 2022 Update of the Decarbonization Strategy & Programs Roadmap.

BACKGROUND
To achieve its mission to reduce dependence on fossil fuels by providing carbon-free, affordable and reliable electricity and innovative programs for the community, SVCE established a decarbonization strategy and programs roadmap (abbv. “Roadmap”). In December 2018, the Board approved the Roadmap, and since that time, staff have been working on implementation.

ANALYSIS & DISCUSSION
Attachment 1 is the most recent quarterly update, covering January through March 2022. The quarterly update includes a table with a summary of updates and next steps for each initiative.

STRATEGIC PLAN
This item supports SVCE’s 2021-2022 Strategic Plan Goal 8, to “coordinate development of decarbonization strategy, lead design of local policy and programs, and support program deployment,” to support achieving energy and transportation GHG reductions of 30% from the 2015 baseline by 2021, 40% by 2025, and 50% by 2030.

FISCAL IMPACT
Accepting the Q1 2022 Update of the Decarbonization Strategy & Programs Roadmap has no fiscal impact.

ATTACHMENTS

1. Decarbonization Strategy & Programs Roadmap – Q1 2022 Update Item 1g
/ A"\ SILICON VALLEY
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Decarbonization Strategy & Programs Roadmap
Q1 2022 Update
April 13, 2022 BOD Meeting
Sector Program Q1 2022 Activities Q2 2022 Outlook Power Supply C&I Clean Power Offerings
Develop, market and sell additional
SVCE power offerings to address
large C&I customers seeking to buy
clean power at competitive rates
• Finalized contract language in conjunction
with customer for 24x7 carbon-free
offering.
• Sent contract for 24x7 carbon-free offering
to large commercial customer, pending
signatures
• Sent completed EcoInvest contract
language to large commercial customer,
pending signatures
• Execute contract for EcoInvest for large
commercial customer
• Execute contract for 24x7 carbon-free
offering with large commercial customer
• Continue detailed operational work for
billing and tracking of 24x7 carbon-free
• Continue detailed design work for
GreenPrime Direct offering and pilot terms
Built Environment
Reach Codes
Provide model energy code
supportive of all-electric design
and EV infrastructure to member
agencies along with consultant
support
• Kicked off 2022 Reach Codes cycle
• Held four regional workshops
• Held 1:1 meetings with all Board Directors
• Held 1:1 meetings with all MAWG members
• Continue outreach
• Support code customization
All-Electric Showcase Grants
Provide incentives for all-electric
buildings and share case studies
about them and the professionals
involved in their design
• (COMPLETED) • (COMPLETED)
Item 1g
Attachment 1
1 Decarb Strategy & Programs Roadmap
FutureFit Heat Pump Water
Heaters
Provide incentives for electric heat
pump water heaters and service
panel upgrades to residents using
natural gas currently
• Phase 2 (approved by Board in 2020)
launched July 2020 and currently has 368
reservations processed, 170 project
completions, 42 main panel upgrades
• Surpassed original goal of 160 projects and
funded with additional budget
• Combined 272 HPWHs installed to date
between phase 1 and phase 2
• Phase 2 – continue to promote program
• Continue work towards absorbing program
into FutureFit Homes and Buildings (FFHB)
umbrella program
Streamlining Community-Wide
Electrification
Benchmark and streamline
member agency’s permitting and
inspection processes to identify
barriers and opportunities to
electrification
• Held first Tiger Team meeting to discuss
2022 initial workplan
• Attended TECH HPWH 1-Day Permitting
Pilot Stakeholder meetings
• Attended CEC’s webinar on developing
CalAPP program
• Continue to monitor TECH pilot and CalAPP
program
• Continue to refine workplan
Building Decarb Joint Action Plan
Develop a joint action plan with
member agencies to prioritize
strategies and programs to
advance building decarbonization
• (COMPLETED) • (COMPLETED)
Resilience at Community Facilities
Increase the individual and
collective capacity of SVCE and our
member agencies to reduce
adverse impacts of power outages.
• Five jurisdictions have allocated all of their
grant funds; eight jurisdictions have funds
remaining
• Finalized energy resilience framework
• Continue to execute member agency
capital project grant agreements on a
rolling basis.
• Launch decision-support tool
• Release resilience framework
• Host training webinars
FutureFit Fundamentals
Provide financial relief to
contractors by expanding their
knowledge of electrification
technologies
• Resumed outreach to local contractors
notifying them about the program
• Continue to discuss and implement
partnerships with San Jose and Milpitas on
outreach and translations
• Updated the enrollment process and
transitioned the content to a new platform
for an easier web usability
• Continue to engage industry groups and
stakeholders
• Expand outreach and marketing for the
program
• Translate the course videos and content to
provide the course in Spanish, Vietnamese
and Traditional Chinese
CRCR Bill Relief
Provide immediate bill relief to
residential CARE/FERA customers,
and to qualifying small business
customers
• (COMPLETED) • (COMPLETED)
Item 1g
Attachment 1
2 Decarb Strategy & Programs Roadmap
FutureFit Homes & Buildings
Provide comprehensive assistance
to SVCE customers in navigating
and accessing the many existing
and forthcoming, non-SVCE led
energy programs providing
financial assistance for building
decarbonization and energy
efficiency.
• Reviewing SMUD scoping research to
inform program design, including incentive
roadmap.
• Continued conversations with TECH,
BayREN, CCAs on BE plans & incentives
• Finalizing program scope & roll-out plan.
• Begin implementing initial program
elements.

Regional Coordination
SVCE will initiate regular regional
stakeholder convenings to
coordinate program alignment
across building decarbonization
workstreams.
• No activities in Q1 • May begin coordination & design efforts Accessible Financing
Assess feasibility of financing
mechanisms to unlock equitable
financing for energy efficiency and
electrification across the region,
particularly for low-income
communities.
• Submitted LOI for TECH tariff on-bill pilot,
expressing interest in working with PCE to
plan for TOB pilot
• Attending TECH TOB pilot planning
meetings
• Supporting development of joint PCE-SVCE
CCA TOB proposal to the CPUC Clean
Energy Finance Proceeding
• Supporting CCA TOB proposal submitted to
CPUC Clean Energy Finance proceeding in
Spring 2022
• Continuing to attend TECH TOB pilot
planning meetings
• Continuing to track financing options for
BE/TE
Local Policy to Decarbonize
Existing Buildings
Assess and support potential policy
levers Member Agencies can
explore to mitigate emissions from
existing buildings.
• Initial research and evaluating how this fits
in with Reach Codes.
• Additional funds approved as part of
“doubling down” on programs.
• Program design will continue through Q2
Of 2022
Feasibility Assessment for Natural
Gas Phase Out By 2045
Carry out a feasibility assessment
to identify technical, legal and
economic barriers and
opportunities for phasing out
natural gas service by 2045, in the
SVCE service territory.
• Work to begin in FY22 • Work to begin in FY22
Mobility
EV Infrastructure Strategy & Plan
Develop a near- to mid-term
strategy for EV infrastructure and a
set of program implementation
plans
• (COMPLETED) • (COMPLETED)
Item 1g
Attachment 1
3 Decarb Strategy & Programs Roadmap
Mobility
California Electric Vehicle
Infrastructure Project (CALeVIP)
Work with California Energy
Commission to launch a regional
CALeVIP project
• Year 2 funding for L2 chargers delayed from
December 2021 to Feb-Mar this year
• Year 2 funding processing by program
vendor
• Confirmed multifamily participation met
required target (25% of L2 funds)
• Continue reviewing year 2 applications
• Track progress of projects
Priority Zone DCFC
Competitive application to receive
an additional incentive (on top of
CALeVIP) for DCFC in “priority
zones” that support nearby SVCE-designated multifamily housing clusters
• Finalized updated design for a new
solicitation round for DCFC
• Begin work on updated materials for launch
• Open the updated program and evaluate
applications for projects
MUD & S/M Workplace Technical
Assistance
Technical assistance and help
applying for pertinent CALeVIP
rebates for charging at multifamily
housing and small and medium
workplace properties
• Targeted 973 customers for technical
assistance and completed 22 site
assessments since launch
• Continued outreach to additional
properties
• Conduct on-going outreach – 2
nd round of
targeted sites
• Continue to develop site assessments
• Continue to connect customers to relevant
rebates and incentive opportunities
• Incorporate incentive program into
outreach
MUD Charging Incentives
Develop incentive program for EV
charging at hard-to-reach
multifamily properties
• Design stage of MUD EV charging incentive
program targeting multifamily properties
that have participated in technical
assistance program
• Launch MUD EVI incentive program for
eligible properties
Fleet Electrification Grants
Competitive application for SVCE’s
fleet electrification planning
support and funding for site
upgrades. Targeting a broad set of
fleet types, to create widely
applicable fleet electrification
planning templates
• Began reviewing possible vendors
associated with PCE solicitation
• Participate in PCE solicitation, determine if
SVCE will want to “piggyback” on contract
• Take next steps to make a selection and
get a contract in place
Item 1g
Attachment 1
4 Decarb Strategy & Programs Roadmap
Silicon Valley Transportation
Electrification Clearinghouse
(SVTEC)
Regional group of key stakeholders
focused on information sharing,
solving critical issues and attracting
external funding to the SVCE
community in support of EV
infrastructure deployment.
• Tracked emerging funding opportunity for
EV charging and MUD properties and
evaluated partnership opportunities
• Continue to hold meetings with EVSE
companies to develop permitting and
interconnection initiatives
• Continue to hold quarterly meetings
• Further develop and continue to execute
regional initiatives aimed at reducing soft
costs of EVI deployment
• Host March meeting featuring Bloomberg’s
State of the EV market presentation
Energy Efficiency &
Grid Integration
GridShift: EV Charging
Managed EV charging app that
optimizes charging to reduce
associated costs and emissions. In-app “events” support additional emission reductions and load
flexibility
• Launched Chevrolet, BMW integrations
• Continued running the “low-carbon events”
season, which will run through May 2022
• Conducted additional marketing and
outreach - now at 350 active participants
• Promote GridShift: EV Charging, support
expansion of eligible vehicles and chargers
• Roll out new app features for smart
charging
• Marketing push in April/May timeframe
Other Virtual Power Plant
Programs
Support “virtual power plants”
made up of cloud-based
aggregations of customer-sited
resources to support grid
integration and monetize value
from connected, controllable loads
• By way of background, SVCE joined EBCE,
PCE and Silicon Valley Power in the joint
issuance of an RFP for resource adequacy
from behind-the-meter solar and storage
systems in Q4 2019. Staff executed a
contract with Sunrun in Q3 2020. Provided
marketing support and had project
management discussion this quarter.
• Continued Sunrun program support, and
track program participation and installs
• Exploring options for additional VPP
program(s) and/or a local DER marketplace
• Plan to continue Sunrun program support,
and track program participation and
installs
• Work on next steps for additional VPP
program(s) and/or a local DER marketplace
Education & Outreach
Customer Resource Center (eHub)
Develop online customer resource
center to enable engagement,
education and action related to
clean electricity, EVs and home
electrification.
• Ran a promotion for induction cooktops in
which customers can get $50 off induction
cooktops through the Appliances Assistant
• Delivered email campaigns focused on:
o The basis of home electrification
and delivered customized
messaging to customers who live
in multifamily homes and single-family homes
o Benefits of electric cars and the
emissions and cost savings they
provide
• Launch the ‘Go Electric’ Earth Day
Sweepstakes to help provide electrification
education
• Continue tracking engagement metrics
• 126,194 Unique eHub Engagements since
launching in September 2020 to March
2022
• Metrics January 1 - March 31, 2022:
o 3,917 unique visits to the SVCE
eHub webpages
o 2,268 unique visits to the EV
Assistant tool
Item 1g
Attachment 1
5 Decarb Strategy & Programs Roadmap
o Benefits of induction cooking and
reminding customers about the
promotion
o 504 unique visits to the
Solar+Battery Assistant tool
o 17,086 unique visits to the
Appliances Assistant tool
Note: Engagements are driven largely by
marketing campaigns delivered within the
quarter. Distribution of metrics will vary.

Community Engagement Grants
Partner with local organizations in
hard-to-reach customer segments
to promote SVCE offerings and
programs
• Future launch date TBD; on-hold due to
COVID-19
• Explore possibility of reviving program as
part of the programs equity framework
development
Portable Batteries for Medical
Baseline Customers
Pilot program to deploy ~50
portable batteries to qualified
customers who rely on power for
medical equipment
• Approved to purchase batteries through
Goal Zero online purchasing portal
• Evaluating devices and battery options
• Finalize contract with regional agency to
serve as program administrator
• Purchase batteries
• Develop program advertising materials and
outreach strategies
• Launch the program
Innovation
Innovation Partners
Engage with key strategic partners
to participate in the local
innovation ecosystem and provide
a voice for SVCE customers and the
decarb mission
• No activities for Q1 • No planned activities for Q2
Innovation Onramp
Provide small grants to support
innovation through pilot projects
with external partners
• Wrap-up of 2 major mobility-focused pilots,
with additional SVCE funds supporting the
companies’ work in our territory.
• Ongoing management of previous cycles’
pilots.
• Team decided not to host sixth call for
applications (originally schedule for spring
2022) based on staff resource constraints
• Ongoing management of previous cycles’
pilots
• Planning for potential fall application call
Item 1g
Attachment 1
6 Decarb Strategy & Programs Roadmap

Page 1 of 1 ends

Staff Report – Item 1h
Item 1h: Receive 2022 New Construction Reach Codes and Existing Building Policy Update From: Girish Balachandran, CEO
Prepared by: Don Bray, Director of Account Services and Community Relations Zoe Elizabeth, Manager of Energy Services
Date: 4/13/2022

RECOMMENDATION
Staff requests that the Board of Directors receive an update from the Account Services and Community Relations team on New Construction Reach Codes and Existing Building Electrification Policies.

BACKGROUND
In 2019, SVCE offered technical support to member jurisdictions that were evaluating options for amending the state’s 2020 building code. Eleven of SVCE’s jurisdiction’s passed reach codes applying to the 2019 building code. These reach codes (with the exception of those passed by Morgan Hill and Campbell) will expire 12/31/2022.

Staff is in the process of supporting member agencies with core technical assistance and supportive elements, to adopt, renew, or enhance these codes. In addition, staff is in the process of developing resources that will support policies for existing building electrification.

An initial update was provided to the Board of Directors at the March 9, 2022 board meeting.

ANALYSIS & DISCUSSION
In an effort to continue communications with the Board of Directors on reach codes, staff has summarized the 2022 state building code key electrification updates, reviewed the new construction reach code update process and key milestones, and provided an overview of the process for assessing existing building policy options in the attached presentation.

STRATEGIC PLAN
These efforts support SVCE’s Strategic Plan Goal 8, “coordinate development of decarbonization and resilience strategy, lead design of local policy and programs, and support program deployment.”

FISCAL IMPACT
N/A

ATTACHMENTS

1. 2022 New Construction Reach Codes and Existing Building Policy Update Presentation Item 1h
/ A"\ SILICON VALLEY
~CLEAN ENERGY
New SV Clean Energy
PowerPoint Template
• Subtitle
Item 1h
Attachment 1
Item 1h
Attachment 1
© SVCE's 2022 Building Electrification Policy
Goals Status U date
Staff made a presentation to the
Board in March and this presentation
is a status update
A. summarize the 2022 state building
code key electrification updates
B. review new construction reach
code update process and key
milestones
C. overview of the process for
assessing existing building policy
options
1) Adopt, extend, or enhance, reach
codes for new construction for all 13
member agencies
2) Develop and pilot policies to electrify
existing buildings
For purposes of this discussion, "reach code" refers to energy code amendments, municipal ordinance amendments, and/or zoning code amendments (EV charging)
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Item 1h
Attachment 1
New construction reach code updates
2022 model reach code options drafted for buildings and EV charging thirteen individual meetings held with all Board Directors and alternates thirteen individual meetings with agency staff
four public workshops held in February
presentations to SCC City Managers and Cities Association scheduled for April jurisdiction-specific outreach events scheduled for Gilroy and Monte Sereno Existing buildings
local government staff kick-off workshop held
$6M in funding for policy experimentation program and permit simplification approved technical feasibility analysis of policy options
Today's presentation:
summarize the 2022 state building code key electrification updates review new construction reach code update process and key milestones overview of the process for assessing existing building policy options 3 •
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Item 1h
Attachment 1
New Construction Reach Code (Part 6)
Heat pumps are prescribed for:

Residential HVAC
Nonresidential - most include one or both of water heating and HVAC, depending on building type
Residential
Performance credit for all-electric buildings
Higher ventilation rate for gas stoves
Pre-wiring required for residential dwellings
Energy storage readiness
Nonresidential - Solar PV and Battery Storage required
4 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan
LOI
Conduct Outreach
Effective
Vote
Potential CEC Submittals
Define Goals
Agendize
Engage Staff
Define Approach
Write Code Language
Council Info Sessions
Item 1h
Attachment 1
© Member Agency Reach Code Tasks and Milestones
Goals and Approach Defined
Reach Codes Agendized
City Manager LOI Signed
Staff Responsibilities Defined
Proposed Code language complete
Outreach conducted
Council informed
Final code language complete
Vote complete, same meeting as state
code adoption
Documentation done 5
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Item 1h
Attachment 1
Existing buildings are the greatest challenge and opportunity for local decarbonization efforts.

1. Our consultants are assessing which electrification measures are no-cost or low cost.

Example: all-new AC should be bi-directional (heat pump)

2. Staff is designing incentive programs to off-set the incremental costs of electrification.

Example: incentives for heat pump water heaters

3. Staff is identifying the key stakeholder groups we need to engage.

Example: contractors, tenant organizations, etc.

4. Consultants are compiling examples of action elsewhere.

Example: Piedmont, Denver, Sacramento
6 •
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Item 1h
Attachment 1
Most jurisdiction must re-up their Reach Codes for them to remain in effect (Morgan Hill and Campbell are exceptions).

Immediate next steps: define goals & approach, engage staff, agendize.

Decarbonization of existing buildings is both the greatest challenge and opportunity for local action.

We are here to help
Your action matters - thank you!
7 Item 1h
Attachment 1
8 8
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Item 1h
Attachment 1
© SVCE's 2022 Building Electrification Policy Goals
1) Adopt, extend, or enhance, reach codes for new construction for all 13 member agencies
building electrification
EV charging infrastructure
for most, a strict timeline v/v new 2022 code
2) Develop and pilot policies to electrify existing buildings e.g. new AC must be bidirectional (heat pump), lower
remodel triggers
strategic timelines
For purposes of this discussion, "reach code" refers to energy code amendments, municipal ordinance amendments, and/or zoning code amendments (EV charging) Photo by Unknown Author is licensed under CC BY-SA-NC
9 •
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Item 1h
©
Attachment 1
Local action is pushing California
forward.

Most local reach codes still exceed the 2022 state code and we can't lose momentum
The upswell of reach code adoption across California spurred the State to move faster on electrification.

Continued local action will help ensure we maintain momentum.

New construction remains the most cost-effective and practical time to electrify.
10 Item 1h
Attachment 1
Zoe Elizabeth - project manager
[email protected]
Bena Chang - legislative engagement
[email protected]
Tony Eulo - city staff engagement
[email protected]
Don Bray - strategic advisor
[email protected]
Farhad Farahmand - technical consultant
[email protected]
Pam Leonard - communications and
marketing
[email protected]
Peter Mustacich - SVCE technical lead
[email protected]
11

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Staff Report – Item 1i
Item 1i: Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: George Tyson, Chair of the Executive Committee Date: 4/13/2022
At the March 25, 2022 Executive Committee meeting, the committee received an update on potential plans for the return to in-person SVCE board/committee meetings, and heard an update on the Member Agency Energy Resilience Grant.

CEO Girish Balachandran announced a celebration of SVCE’s 5-year anniversary would be held in association with the City of Cupertino’s Earth and Arbor Day festival on Saturday, April 23, and noted staff was working on a reorganization plan.

Administrative Services Manager Kevin Armstrong presented on the current state of in-person Brown Act meetings, pending legislation that could affect Brown Act teleconferencing requirements, and preparation for the possible return of stricter meeting requirements. Committee members discussed how SVCE staff could assist Directors and Committee members in remote meetings, work with member agency staff to secure a public meeting location if needed, and a proposed timeline for testing a hybrid (in-person and remote) meeting. There was no objection from the committee to hold a hybrid meeting for the May 13, 2022 Board of Directors meeting, and the idea will be presented to the Board of Directors for consideration.

Manager of Energy Services Zoe Elizabeth provided a status update on Community Energy Resilience Grant applications and projects, outlining the grant, allocated funds by member agency, available funds by member agency, and next steps for staff.

Materials from the March 25, 2022 meeting can be found here: SVCE Executive Committee Meeting Materials, 3/25/22
The next meeting of the Executive Committee will be April 22, 2022 at 11:30 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1i
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Staff Report – Item 1j
Item 1j: Finance and Administration Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 4/13/2022
No report as the Finance and Administration Committee has not met since December 16, 2021.

The next meeting of the Finance and Administration Committee is to be determined; materials will be posted no later than 72 hours in advance of the meeting.

Item 1j
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Staff Report – Item 1k
Item 1k: Audit Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 4/13/2022
No report as the Audit Committee has not met since March 3, 2022.

The next meeting of the Audit Committee is anticipated for early August and will be determined by Audit Committee member availability; materials will be posted no later than 72 hours in advance of the meeting.

Item 1k
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Staff Report – Item 1l
Item 1l: Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 4/13/2022
No report as the Legislative and Regulatory Ad Hoc Committee has not met since March 3, 2022.

The next meeting of the Legislative and Regulatory Ad Hoc Committee is to be determined based on member availability and legislative needs.

Item 1l
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Staff Report – Item 1m
Item 1m: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Girish Balachandran, CEO
Date: 4/13/2022
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings, this is to report CC Power held its regular board meeting on Wednesday, March 16, 2022.

Attached is a summary report from Interim General Manager Timothy Haines; materials from the regular board meeting can be found here on the CC Power website: CC Power Meeting, 3/16/22 The next meeting of the board will be April 20, 2022 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/
ATTACHMENTS:

CA Community Power Board Meeting Summary from Interim General Manager Timothy Haines, March 16, 2022 Item 1m
/ A"\ SILICON VALLEY
~CLEAN ENERGY
California Community Power
70 Garden Court, Suite 300, Monterey, CA 93940 | cacommunitypower.org A Joint Powers Agency whose members are:

Central Coast Community Energy | CleanPowerSF | East Bay Community Energy | MCE | Peninsula Clean Energy | Redwood Coast Energy Authority | San José Clean Energy | Silicon Valley Clean Energy | Sonoma Clean Power | Valley Clean Energy
TO: CC Power Board of Directors DATE: 3/17/2022
FROM: Tim Haines – Interim General Manager
SUBJECT: Report on CC Power Board of Directors Meeting – March 16, 2022 The CC Power Board of Directors held its regularly scheduled meeting on Wednesday, March 16, 2022, via Zoom. Details on the Board packet, presentation materials, and public comment letters can be found under the Meetings tab at the CC Power website: https://cacommunitypower.org Highlights of the meeting included the following:
• Matters subsequent to posting the Agenda. None.
• Public Comment. None.
• Consent Calendar - The Board unanimously approved the following items:
o Minutes of the Regular Board Meeting held on January 19, 2022 o Minutes of the Special Board Meeting held on February 25, 2022 o Resolution 22-03-01 Reconsideration Determination that Meeting in Person Would Present Imminent Risks to the Health or Safety of Attendees as a Result of the Proclaimed State of Emergency
• General Manager’s Report.
o Update on LDS/FCR Projects: Interim GM Haines provided the Board with the schedule to complete final execution of the Board approved agreements and the statue of Participant approvals.
o Update on FPPC Conflict of Interest Code: Interim GM Haines informed the Board that CC Power General Counsel is reviewing FPPC feedback to the proposed code and expects to have a 45-day public review version available at the next Board meeting.
• Update on Firm Clean Resources Request for Offers: Interim General Manager presented the staff recommendations to accept the 2021 Treasurer’s Report, to fund CC Power insurance, and reallocate the budgeted charges incurred in the negotiations of the Long Duration Storage contracts with Onward and Tumbleweed. Following the presentation, the Board considered and approved:
o Resolution 22-03-02 Acknowledgement of Receipt and Review of the 2021 Treasurer’s Report and
o Resolution 22-03-03 Approval of Updated 2022 Budget Allocation Adjustments.

Item 1m
Attachment 1

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Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Girish Balachandran, CEO
Date: 4/13/2022
REPORT
SVCE Staff Update
Nupur Hiremath will join the SVCE team on April 11, 2022, as Manager of Decarbonization and Grid Innovation Programs. She will work on deploying decarbonization programs across SVCE’s portfolio in support of the double down and other planned initiatives. Prior to SVCE, Nupur served for seven years as an Environmental Programs Manager at the City of Sunnyvale, leading the development and implementation of the City's climate action plan, with a focus on energy efficiency and electrification programs. She also worked at an environmental consulting firm for nine years on federal policy development and research on climate change impacts on urban areas. Nupur holds a B.S. in Biochemistry from Davidson College and a Master of Public Administration degree from Columbia University.

SVCE Celebrating Five Years of Power
Since 2017, SVCE has been providing carbon-free power to our residents and businesses. Please join us at a special booth at the Cupertino Earth and Arbor Day Festival on Saturday, April 23, at 10400 Torre Ave., Cupertino to celebrate our five years of service.

Personnel Officer Update
For the past month, SVCE has a couple updates of note. First, the Decarbonization and Grid Innovations (DGI) Program team welcomed Nupur Hiremath earlier this week as a new manager on the team, focusing on transportation and mobility programs. Secondly, on the Regulatory and Legislative team, SVCE has extended an offer to a new Regulatory and Compliance manager, who will be starting at the end of April, and will be introduced next month. On the benefits side, staff have implemented the increase to monthly benefit premium coverages, and have begun to evaluate additional benefit changes to be brought forward with the upcoming annual budget proposal.

Overshadowing these additions and changes, however, is the larger structural re-organization effort that we are implementing. This Monday, April 11th, marks the cutover date, as SVCE has instituted a number of reporting changes. Several staff from the Account Services and Community Relations (ASCR) team have begun to operate under the DGI structure, and several (currently vacant) regulatory positions within the Legislative & Regulatory team have been moved over to Monica's Power team. With these changes, we recognize a need for new team names, to reflect newly-evolved structures and communicate new foci. Early ideas have included the Customer Care and Communications team, the Energy Policy, Planning, Procurement, and Operations (E3PO) and Decarbonization Programs, Policy, Deployment, and Data. Rest assured, staff is hoping to find new names that don't tie all our tongues in knots.

Our admin team will be preparing a new org chart as soon as all the dust settles, to be followed shortly by a concerted effort to fill vacant positions, beginning with a broad recruitment for a new, full-time Director of ASCR / Item 2
IA'\ SILICON VALLEY ~ CLEAN ENERGY
Agenda Item: 2 Agenda Date: 4/13/2022

Page 2 of 4 ends

Customer Care, allowing Don Bray to fully transition to his new special projects role. We look forward filling vacancies across all teams in the coming months.

As part of this larger re-organization several positions have been re-classified across the new teams. Foremost among those changes is the promotion of Monica Padilla to Chief Operating Officer, overseeing the combined E3PO group. Within her team, we are also elevating the roles of Charles Grinstead and Zakary Liske, each of whom will be taking on Senior Manager titles. On the DGI and Admin teams, we are promoting Zoe Elizabeth and Kevin Armstrong to the newly-created Deputy Director level, in recognition of the scope of their efforts on behalf of SVCE. Finally, we are also promoting Rebecca Fang to the Senior Data Analyst level, in acknowledgment of her ongoing stewardship of SVCE data.

CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) MRG, Amendment: Organizational Team Training Services, not to exceed $69,575, extends time through 3/31/23
2) MRW, Amendment: IRP Development Services, additional scope of work and redistributed funds 3) Capital Projects Grant – City of Los Altos Hills, Capital Projects Grant, not to exceed $50,582, 3/8/22 – 12/31/22
4) School of Thought, Agreement: Marketing and Advertising Services, not to exceed $300,000, 3/9/22 – 2/29/24. Approved by the SVCE Board at the 3/9/22 Board of Directors meeting. 5) Pick My Solar, Amendment: Solar Marketplace Program, no new funds, 3/19/22 – 3/20/23 Item 2

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CEO Power Supply Agreements Executed
Transaction Counterparty Name
Execution/Effective
Date
Transaction Type Product Start Date End Date Notional Value Link 1 Central Coast Community Energy 2/17/2022 Purchase
Import Allocation
Rights
9/1/2022 9/30/2022 $30,000.00 Transaction 2
2 Central Coast Community Energy 2/17/2022 Sale
Import Allocation
Rights
9/1/2022 9/30/2022 $15,000.00 Transaction 1
Morgan Stanley 3/8/2022 Purchase Resource Adequacy 9/1/2022 9/30/2022 $990,000.00 These agreements are included in the Board packet as Appendix A.

Item 2
/ /j' SILICON VALLEY ~ CLEAN ENERGY

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Presentations & Relevant Meetings Attended by CEO
- Participated in CalCCA Monthly board, executive, and legislative meetings; - Long-Duration Storage Super-JPA and RFO: Updates to various CCAs, CPUC, CAISO and legislative staff - Presentation to the Cities Association’s Legislative Action Committee, Energy and Decarbonization-Related Legislative Landscape and Issues, March 10th
- Participated in California Community Choice Financing Authority Board of Directors Special Meeting, March 11th - Attended Slate Ribbon Cutting event, March 15th
- CC Power Board Meeting, March 16th, report included on the Consent Calendar

ATTACHMENTS

1. Decarb & Grid Innovation Programs Update, April 2022

2. Account Services & Community Relations Update, April 2022

3. Legislative and Regulatory Update, April 2022

4. Agenda Look Ahead, April – August 2022

5. Board Action Requested, April 2022 Update
Item 2
IA'\ SILICON VALLEY ~ CLEAN ENERGY
Additional Support for Permit Simplification
On March 9, SVCE Board Members approved an additional budget of $3 million to support the Permit Simplification Program. In response, staff has begun developing an initial work plan outlining SVCE’s activities to support efficient permitting and inspection processes for building retrofits and EV infrastructure across member agencies. Support includes identifying best practices, promoting educational resources, providing technical assistance, and establishing online permit data tracking methods for all relevant permit types.

In addition, SVCE staff will also monitor state-led permitting programs such as the TECH Permitting Pilot and the CA Automated Permit Processing Program.

In the quarterly Silicon Valley Transportation Electrification Clearinghouse (SVTEC) meeting hosted by SVCE, representatives from BloombergNEF led a discussion on the current outlook of electric vehicles (EVs) and the state of the market. In addition, SVCE presented on the new funding allocated toward EV
programs through the "Program Double-Down" and led a
discussion to encourage feedback and comments on how to shape these future programs to further increase EV adoption and accessibility for multifamily residents.

SVTEC Meeting Looks at Future Programs &
Current Markets

DECARBONIZATION & GRID INNOVATION

PROGRAMS UPDATE

APRIL HIGHLIGHTS
The SVCE FutureFit Fundamentals Contractor Training Program has been transitioned to a new online training platform to further increase the navigation, usability and accessibility of the course.

We are pleased to begin enrolling new contractors in the course and resume outreach to local stakeholders, contractors and communities.

FutureFit Fundamentals Contractor Training
Item 2
Attachment 1
Decarb & Grid Innovation Programs Update, April 2022
ra, SILICON VALLEY ~ CLEAN ENERGY
08/21 9/21 10/21 11/21 12/21 1/22 2/22
1,000
750
500
250
0 7/19
9/19
11/19
1/20
3/20
5/20
7/20
9/20
11/20
1/213/217/219/21
11/21
1/22
250
200
150
100
50 0
Cumulative HPWH Installations
= 25 Single-Family Projects
= 1 Multi-Family Property Project
(Number of households varies)
Goal: 220 HPWH by 2022
Funding: $1.15M
ONGOING METRICS APRIL 2022
Heat Pump Water Heater
Provide incentives for electric heat pump water heaters and service panel upgrades to residents using gas or
electric resistance heaters
= 10 Completed Installations
Single-Family Multi-Family
Lights On Silicon Valley
Provide incentives for enrolling solar and battery
systems in the SVCE grid services program
750 Single-Family + 5
Multi-Family Projects
Completed by 2023
Goal:

Funding: ≤ $7.4M
Households Supported
= 1 CARE/FERA Installation Cumulative Service Panel Upgrades 2/22
= 10 Completed Installations Above
the Initial Goal
Item 2
Attachment 1
Decarb & Grid Innovation Programs Update, April 2022
• •
• •
,, ••••
• • • • • •
• • • • • •
• • • • ++++++
0 ' +
it it it it it it it it it it
it it it it it it it it it it
it it it it it it it it it it
11111111
• I
CALeVIP
Level 2 DCFC
6,000,000
4,000,000
2,000,000
0 Reserved
9/21 10/21 11/21 12/21
150
100
50 0
ONGOING METRICS APRIL 2022
Provide incentives for electric vehicle (EV) chargers
as part of a regional program
= 25 Level 2 Installations
Goal: 150 Participants (Phase 1)
Funding: $1.5M
Participants Installations
FutureFit Fundamentals
Provide financial relief to contractors by
expanding their knowledge of electrification
technologies
1K Level 2 + 85 DC Fast
Chargers by 2023
Goal:

Funding: $11.58M
= 5 Participants Complete Course
= 5 DCFC Installations
Waitlisted
Installed
To be released in
future years
$4.06M*
$6M
$1.5M
*$1.5M of the reserved funding is under a final review and validation. $17,038
Item 2
Attachment 1
Decarb & Grid Innovation Programs Update, April 2022
■
■
•
■
•
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IV IV IV IV IV IV IV IV
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&: &t &t &: &t
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Streamlining Community-Wide Electrification
Building Decarb Joint Action Plan
Resilience at Community Facilities
CRCR Bill Relief
FutureFit Homes & Buildings
Regional Coordination
Click for More Information Active In Development Complete C&I Clean Power Offerings
Reach Codes
All-Electric Showcase Grants
FutureFit Heat Pump Water Heater
FutureFit Fundamentals
Accessible Financing
Local Policy to Decarbonize Existing Buildings
Feasibility Assessment - Natural Gas Phase Out By 2045
EV Infrastructure Strategy & Plan
CA Electric Vehicle Infrastructure Project (CALeVIP)
Priority Zone DCFC
MUD Technical Assistance
Fleet Electrification Grants
SV Transportation Electrification Clearinghouse (SVTEC) Regional Recognition
Virtual Power Plant
Customer Resource Center (eHub)
Community Engagement Grants
Innovation Partners
Innovation Onramp
UtilityAPI
EVmatch
Ecology Action
ev.energy
Span.IO
Outthink
Electron
Stanford
PROGRAMS AT A GLANCE APRIL 2022
POWER
SUPPLY
GRID

INTEGRATION

EDUCATION

OUTREACH
Extensible Energy / Community Energy Labs
BUILT

ENVIRONMENT

MOBILITY

INNOVATION
NeoCharge
XeroHome
Item 2
Attachment 1
Decarb & Grid Innovation Programs Update, April 2022
• • • •
• • •
• • • •
Spring 2022 is turning out to be the much-anticipated return of outdoor festivals. SVCE is excited to get back to connecting with customers in person to share our electrification resources.

March 16 6 – 7 PM Milpitas Energy and Environmental Sustainability Commission Meeting –
Virtual
March 26 11 AM – 2 PM Tesla Owners Club Silicon Valley San Bruno March 26 11 AM – 2 PM Mountain View Multicultural Festival Mountain View March 28 12 – 1 PM Cupertino-Fremont-Sunnyvale Council of PTAs –Virtual March 28 6 – 7 PM Climate Reality Project Silicon Valley Chapter Meeting –
Virtual
April 9 11 AM – 3 PM Sunnyvale Ride Into Earth Month Sunnyvale Community Center
Spring 2022 is turning out to be the much-anticipated return of outdoor festivals. SVCE is excited to get back to connecting with customers in person to share our electrification resources.

April 9 10 AM – 4 PM Saratoga Blossom Festival Computer History Museum April 13 7 PM Santa Clara County Cities Association Meeting Virtual April 14 9:30 AM – 12 PM Santa Clara County City Managers Association Meeting -Hybrid, San Jose City Hall April 19 12 – 1:15 PM Sunnyvale Rotary Club Meeting – Sunnyvale Elks Club April 19 8 AM – 5 PM American Institute of Architects Symposium Computer History Museum April 21 5:30 – 6:30 PM BayREN Ask an Energy Expert Earth Day Event Virtual April 23 11 AM – 3 PM Cupertino Earth & Arbor Day & SVCE 5-Year Anniversary Cupertino Library
April 23 11 AM – 3 PM Mountain View Earth Day – Mountain View Senior Center April 23 11 AM – 3 PM
Milpitas Resilience Project Ribbon Cutting – Milpitas Senior and Community Center
April 24 10 AM – 3 PM Los Gatos Earth Day – Los Gatos
April 24 10 AM – 3 PM AAUW Morgan Hill Community Earth Day Festival –
Morgan Hill Community
Outdoor Lawn and
Amphitheater
April 27 3:30 – 7 PM Saratoga Arbor Day – Kevin Moran Park Residential 96.38%

96.39%
Commercial 96.447%
The following agenda items were presented and discussed:
• General SVCE Updates & 5-Year Anniversary Announcement • Clean Power Update
• BayREN: Connecting the Dots Between Housing and Energy • Community Energy Resilience Program – Grant Pathways
• Reach Codes Update
• Double Down Program Involvement
Silicon Valley Clean Energy sent letters and emails to customers on income-qualified programs and to those in arrears about financial assistance for their energy bills.
• Letter to ~30,000 CARE & FERA customers announcing $12.50 on-bill credits will be applied automatically each month between April and November 2022 as part of $3M in rate relief approved by the board
• Letter sent to ~4,900 number of eligible customers to notify them that California Arrearage Payment Program (CAPP) bill credits were applied to their energy bills Silicon Valley Clean Energy sent informational and compliance letters and emails to two of our most engaged customer groups – 100% Renewable GreenPrime and Solar Net Energy Metering (NEM) Customers.
• More than 3,100 GreenPrime customers received a letter or email containing the GreenPrime Prospective Product Content Label for 2022 in compliance with the Green-e® certifications
• This year’s letter to NEM customers who receive an annual check payment for excess solar generated will also inform them of the updated SVCE NEM cashout rate and available electrification programs. This is expected to go to approx. 2,700 customers throughout April and May.
• SV Clean Energy Sets 2022 Electric Generation Rates,
• California Community Power Members Approve Second
Lithium-Ion Long-Duration Energy Storage Contract
• Justin Zagunis Appointed New Director of
Decarbonization and Grid Innovation Programs at SV
Clean Energy
• Central Coast Community Energy and Silicon Valley
Clean Energy Commemorate Powering on First New
Renewable Energy Project
• Local Energy Agency Receives Clean Financial Audit
• EmPowering Event,
• Happy birthday, community choice
• Onward Energy to develop 400-MWh energy storage project for California CCAs • California Community Power Members Approve Second Lithium-Ion Long-Duration Energy Storage Contract
• Quick Bites: Energy News Roundup
• Goldman Sachs Renewable Power Announces Operation of One of California’s Largest Integrated Solar and Energy Storage Projects
• Goldman Sachs unit cuts ribbon on large solar-plus-storage plant in California • California solar + storage project powering Bay Area Rapid Transit and Stanford now online • Goldman Sachs Solar+Energy Storage Project Begins Operations with Five California PPAs • Goldman Sachs California Solar and Energy Storage Project Launched • Commercial operation begins for one of California’s largest solar + storage projects • Goldman Sachs activates 390MW solar, 561MWh storage in California, • California Community Choice Aggregators Approve Long-Duration Energy Storage Contract • Los Gatos mayor running for California Assembly
• Slate Solar-Plus-Storage Project Comes On Line in Kings County • Span raises $90M to make smart panels the gateway to home electrification • Stanford transitions to 100 percent renewable electricity as second solar plant goes online • Central Coast Community Energy teams with others for clean energy Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
SVCE Legislative and
Regulatory Update
April 13, 2022
Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
CD Policy Updates
Regulatory Update: Legislative Update:

1. Provider of Last Resort 1. Bill Position Matrix

2. Reviewing Legislation

1. SB 881 (Min)

2. SB 1158 (Becker)

3. Legislative Timeline

4. CaICCA Lobby Day

5. Federal Update -President’s Budget Proposal
2 Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
•
•
•
•
•
•
Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
Provider of Last Resort (POLR)
CPUC proceeding to pro-actively develop rules and regulations for a POLR should a CCA fail
POLR
Opening comments filed 3/28.

PG&E advocating for Insurance Pool proposal
May create cost/risk shifts amongst CCAs
SCE and SDG&E have not supported yet, but may in reply comments Many parties pushing for stronger financial monitoring of CCAs General consensus that some update of Financial Security Requirements is appropriate Simultaneously, legislation (SB 1287) is under consideration which may increase FSR Next steps: Reply comments due 4/15
4 Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
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Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
CD SVCE Legislative Positions Matrix
Bill SVCE Position
(Legislative Program
Policy)
Summary Status Impact to
SVCE
AB 1814
(Grayson)
Adds CCAs as eligible program
administrators for CPUC’s
Transportation Electrification Program
Support
(Climate Mitigation/Clean
Energy Funding)
Died
5 SB 833 (Dodd) Creates grant program for local
government community resiliency plans (Climate Mitigation/Clean Appropriations and to expedite permitting for
distributed energy resources.

Creates statewide tariff on bill financing
structure for decarbonization investments.

Support Senate
D
^
Energy Funding) Committee 7
SB 1112
(Becker)
Support
(Fuel Switching and
Electrification)
Support
(per Board direction)
Senate Energy
Committee
Establishes a process for removing
individuals who are willfully interrupting
meetings
AB 1944 (Lee)
Allows legislative body members to
participate in meetings from private
locations and without publishing private
addresses on meeting notices.

SB 1100
(Cortese)
Senate
Judiciary
Committee :6
Support
(per Board direction)
Assembly Local
Government
Committee :6 6
Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
CD SVCE Legislative Positions Matrix
Bill SVCE Position
(Legislative Program
Policy)
Summary Status Impact to
SVCE
SB 881 (Min) Allows the CPUC to require LSE
procurement to “achieve a diverse,
balanced, and reliable statewide
portfolio.” Allows the CPUC to assess
penalties and additional procurement.

Oppose Unless Amended
(CCA Procurement
Authority)
Senate
Appropriations
Committee
SB 1393
(Archuleta)
Oppose (Fuel Switching
electrification upon retrofit ordinances if and Electrification) the jurisdiction does not have
exemptions for 1) technical infeasibility,
2) cost effectiveness, 3) negative
impacts on low/moderate income
consumers, 4) adverse impacts on
skilled and trained workforce, and 5)
increases in costs for electricity
ratepayers.

Would require CEC approval for Senate
Government
and Finance
Committee
7 Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
CD Additional Legislation
SVCE is actively reviewing the following bills:

Bill SVCE Position
(Legislative Program
Policy)
Summary Status
SB 1158 (Becker) Changes the Power Source Disclosure report to Reviewing require LSEs to report hourly electricity
purchases. Requires the CPUC to assess
whether reporting demonstrates "adequate
progress" towards GHG targets.

Updates Provider of Last Resort Financial
Security Requirement to at least $500,000 and
increases incremental procurement costs from 6
months to 12 months.

Senate Energy
Committee
SB 1287 (Bradford) Reviewing Senate Energy
Committee
8 •
•
•
•
•
•
•
•
•
•
•
•
Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
CD Key State Legislative Milestones
1/3: Legislature reconvenes
1/10: Governor submits budget
1/31: Deadline to move 2 year bills out of first house
2/18: Bill introduction deadline
4/29: Deadline for policy committees to move fiscal bills to fiscal committees 5/6: Deadline for nonfiscal bills to move to the floor
5/20: Deadline for fiscal committees to move bills to floor 5/27: Last day for bills to pass out of first house
6/15: Budget deadline
8/12: Fiscal Committees to move bills to floor
8/31: Last day for each house to pass bills
9/30: Governor deadline to sign bills
9 •
•
•
•
•
•
Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
0 April CaICCA lobby day highlights key issues
Themes
Budget Surplus Opportunity
Challenges
Transmission
Workforce
Affordability
Senate leadership focused on
reaching existing targets/setting
interim targets
10 Item 2
Attachment 3
SVCE Leg/Reg Update, April 2022
President’s 2023 Proposed Budget Clean Energy
Highlights
President released his budget proposal on 3/28/22. This is his opening statement on funding priorities, and will be subject to Congressional approval Program President’s Proposed Funding
$213 million
$200 million
Offshore Wind: Funding to identify more wind development areas.

Solar Manufacturing: Funding to the Dept,of Energy to build domestic capacity in solar supply chains.

ARPA-E: $700m to expand Advanced Research Projects Agency-Energy’s programs to address gaps in adaptation, mitigation and climate resiliency Clean Energy Projects: weatherization, decarbonization, and electrifying low-income homes.

Grid Deployment Office:focused on building out a grid to support clean energy projects.

Clean Energy Research: Funding for the Dept, of Energy to conduct research, development and demonstration (from bi-partisan infrastructure Act).
$700 million
$3 billion
$90 million
$9 billion
11 SVCE Agenda Look-Ahead, April – August 2022
APRIL 2022 MAY 2022 JUNE 2022 JULY 2022 AUGUST 2022
Board of Directors, April 13 Board of Directors, May 11:

Consent:

Minutes
February 2022 Treasurer Report
Committee Reports
Regular Calendar:

TBD
Board of Directors, June 8:

Consent:

Minutes
March 2022 Treasurer Report
Committee Reports
Regular Calendar:
eHub Year 1 Recap & Survey Results
Strategic Plan/Budget Kick-off
Stress Test
Special Closed Session:

CEO Review discussion
No meeting Board of Directors, August 10:

Consent:

Minutes
April 2022 Treasurer Report
Committee Reports
Regular Calendar:

Investment Policy
Strategic Plan
Budget
Executive Committee, April 22:

TBD
Executive Committee, May 27:
eHub Year 1 Recap & Survey Results
Stress Test
Executive Committee, June 24:

Investment Policy
No meeting Executive Committee, August 26:

TBD
Finance & Administration Committee - TBD
Chair/Vice Chair Selection
Investment Policy
Stress Test Intro
Item 2
Attachment 4
SVCE Board Action Requested - April Update
Date Meeting Where Requested Request/Comment Comments Department 2/9/2022 Board Meeting
As clean power supply projects come online, will oil and gas prices fluctuate less (Dir. Willey)
Staff has reached out to Director Willey and explained oil and natural gas prices are highly dependent on
macroeconomic factors both domestically and globally. All 8/11/2021 Board Meeting
Power Supply Contract with the California Community Choice Financing Authority. Note: Under discussion, Director Wiley asked if it would be advantageous to have periodic check-ins to assure that the Board was satisfied with results. CEO Balachandran stated he would take that as an action item to the Finance Committee and bring it back to the Board for discussion. Staff is keeping this in mind as we plan for future agenda items for the Finance and Administration Committee Finance & Admin 5/12/2021 Board Meeting
Training request on how to manage a potential new working environment and check-in 6 months to 1 yr after implementation of a possible hybrid work structure
Staff will keep this in mind as the hybrid work structure is developed Executive
3/3/2021 Audit Committee SVCE liability insurance - is it a sufficient amount? (Alt. Dir. Wei) Staff will consider this when looking at overall risk
mitigation Finance & Admin
8/28/2020 Executive Committee
Policy check regarding duration of contracts before they go back out to bid (Dir. Gibbons)
Purchasing Policy does not currently have a formal
duration limit; will update Purchasing policy Finance & Admin 4/7/22
Item 2
Attachment 5

Page 1 of 2 ends

Silicon Valley Clean Energy Board of DirectorsApril 13, 2022

Silicon Valley Clean Energy Board of Directors
April 13, 2022