Agenda packet — Silicon Valley Clean Energy Board of Directors, May 11, 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).

US: +1 669-900-6833
Webinar ID: 985 2898 6275
In accordance with California Government Code Section 54953(e), in consideration of the Coronavirus (COVID-19), members of the Silicon Valley Clean Energy Board of Directors and staff have the option to participate in this meeting by teleconference.

Members of the public may also attend this meeting in person, or 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 participating remotely and 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.
rA'\ s1ucoN vALLEY ~ CLEAN ENERGY

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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
AGENDA
Call to Order
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 April 13, 2022, Board of Directors Meeting 1b) Receive March 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 Amend Agreement with UtilityAPI, Inc. to Explore and Develop Innovative New Data Hive Features to Support More Seamless Customer Experience for Future Applications
1e) Receive Update on California Electric Vehicle Infrastructure Project (CALeVIP) Program Launch and Status
1f) Authorize the Chief Executive Officer to Approve the Agreement with Strategic Energy Innovations to Host Two Climate Corps Fellows for the 2022-2023 Fellowship Cycle
1g) Executive Committee Report
1h) Finance and Administration Committee Report
1i) Audit Committee Report
1j) Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report
1k) California Community Power Report
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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
Regular Calendar
2) CEO Report (Discussion)
3) Delegate Authority to the Chief Executive Officer to Participate in PG&E’s Voluntary Allocation Market Offer Renewable Energy Credit Solicitation and Transact for a Portion of SVCE’s Load Ratio Share Allocation (Action)
4) New Construction Reach Code 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
Public Employee Performance Evaluation
Title: Chief Executive Officer
Conference with Labor Negotiators
Agency Representatives: Liz Gibbons, Chair, Board of Directors, George Tyson, Vice Chair, Board of Directors
Unrepresented Employee: Chief Executive Officer
Report from Closed Session
Adjourn
rA'\ s1ucoN vALLEY ~ CLEAN ENERGY
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, April 13, 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 7:03 p.m.

Roll Call

Present:

Director Liz Gibbons (Chair), Campbell
Director George Tyson (Vice Chair), Los Altos Hills
Director Jon Robert Willey, Cupertino
Alternate Director Rebeca Armendariz, Gilroy
Alternate Director Sally Meadows, Los Altos
Director Evelyn Chua, Milpitas
Director Javed Ellahie, Monte Sereno
Director Yvonne Martinez Beltran, Morgan Hill
Director Margaret Abe-Koga, Mountain View
Director Tina Walia, Saratoga
Director Larry Klein, Sunnyvale

Absent:

Director Rob Rennie, Los Gatos
Director Otto Lee, Santa Clara County
All present Board members participated via teleconference.

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

Consent Calendar
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
Item 1a Draft Minutes, April Board of Directors Meeting r,, SILICON VALLEY \:!,,/ CLEAN ENERGY

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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
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 Martinez Beltran moved and Director Klein seconded the motion to approve the Consent Calendar, Items 1a through 1m.

The motion carried unanimously by verbal roll call vote with Directors Lee and Rennie absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran addressed four updates in his CEO report:
1) Earth Day and SVCE Anniversary communications with a video presentation from Communications Manager Pamela Leonard,
2) Introduction of new employee Nupur Hiremath, Manager of Decarbonization and Grid Innovation Programs, who provided brief welcome comments,
3) An SVCE Organization update with supporting slides, and 4) A legislative update from Senior Government Affairs Manager Bena Chang with supporting slides. 3) Approve Plan to Conduct the May 2022 Board of Directors Meeting as a Hybrid Meeting (Action)
Administrative Services Manager Kevin Armstrong introduced the item and presented a PowerPoint presentation outlining remote meetings and noticing requirements, virtual attendance in the event stricter Brown Act requirements return, a draft schedule for introducing hybrid meetings over the next few months, and a recommendation to conduct the May Board of Directors meeting as a hybrid meeting.

Administrative Services Manager Armstrong responded to board member questions.

Chair Gibbons opened Public Comment.

No speakers.

Chair Gibbons closed Public Comment.

Director Willey provided comments on the layout for meetings at Cupertino Community Hall.

MOTION: Director Abe-Koga moved and Director Martinez Beltran seconded the motion to approve staff’s recommendation to conduct the May 11, 2022 Board of Directors meeting as a hybrid meeting, with the option to attend in-person at Cupertino Community Hall, or remote via Zoom.

The motion carried by the following roll call vote:

Yes: 10 – Chair Gibbons
Vice Chair Tyson
Director Willey
Alternate Director Armendariz
Alternate Director Meadows
Director Chua
Director Ellahie
Item 1a Draft Minutes, April Board of Directors Meeting

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Director Martinez Beltran
Director Abe-Koga
Director Klein
No: 1 – Director Walia

Absent: 2 – Director Lee
Director Rennie
4) Clean Energy Procurement Informational Update (Presentation) Power Contracts and Settlements Manager Zak Liske updated the Board on the development status of all SVCE long-term clean energy contracts, via a presentation titled “Clean Power Update”.

Chair Gibbons opened Public Comment.

No speakers.

Chair Gibbons closed Public Comment.

Board Member Announcements and Future Agenda Items
Director Chua announced the City of Milpitas launched a website, Incentive Corner, which is a one-stop shop for information and rebates related to water conservation and energy efficiency.

Chair Gibbons announced the Board of Directors would meet in Closed Session following public comment and provided the process for doing so.

Public Comment on Closed Session
No speakers.

Convene to Closed Session
Chair Gibbons announced the Board of Directors would convene to Closed Session at 7:53 p.m. to discuss the following:

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
The Board of Directors returned from Closed Session at 9:39 p.m. General Counsel Trisha Ortiz announced there was no reportable action from the Closed Session.

Adjourn
Chair Gibbons adjourned the meeting at 9:40 p.m.

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

TREASURER REPORT
Fiscal Year to Date
As of March 31, 2022
(Preliminary & Unaudited)
Issue Date: May 11, 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 March Treasure Report 2022
Financial Highlights for the month of March 2022:
> SVCE operations resulted in a change in net position for the month of $1.7 million and fiscal-year-to-date (FYTD) change in net position of negative $15.5 million. > Retail GWh sales for the month landed 2% below budget. > FYTD operating margin of negative $6.8 million or negative 5.9% is below budget expectations of a negative 1.9% operating margin for the fiscal year to date. > FYTD Power Supply costs are 3.5% above budget.
> SVCE is investing ~95% of available funds generating FYTD investment income of $0.11 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) 1,734 (15,547) 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 20,556 94,329 Wholesale Sales (195) (15) - (82) (182) (208) (681)
Capacity 2,890 2,207 2,324 3,281 3,557 3,544 17,802
CAISO Charges (1,301) 205 2,286 1,116 1,004 (328) 2,983 NEM Expense 3 152 (187) (200) (30) 151 (110)
Charge/Credit (IST/Net Rev) 1,189 (125) 759 1,855 2,020 3,029 8,728 Net Power Costs 14,525 17,908 18,660 23,179 22,035 26,744 - - - - - - 123,050 274,979 Other Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Capital Expenditures 4 13 10 - 5 18 50 150
Energy Programs 68 123 116 220 114 134 775 8,582
Load Statistics - GWh Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Retail Sales Actual 302 288 327 322 286 306 1,831
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 March Treasure Report 2022
Working Capital $158,640,058
Current Ratio 5.9
Operating Margin -5.8%
Expense Coverage Days 165
Long-Term Debt $0
Total Accounts 275,634
Opt-Out Accounts (Month) 46
Opt-Out Accounts (FYTD) 225
Opt-Up Accounts (Month) 24
Opt-Up Accounts (FYTD) 220
Other Statistics and Ratios
Item 1b

YTD EXPENSES
Retail Sales -Month

35.0 32.5

30.0 25.0 Ill
.2 20.0
~ 15.0

10.0 5.0

0.0 Actual Am ended Budget
Controllable O&M - Month

30.0 28.2

25.0 24.0
Ill 20,0 C:
0 : 15.0
~ 10.0

5.0 0.0
Actual Am ended Budget
Personnel

2.4%
preciatlon

0.0%

15.1 I
FY20/21

24.1 FY20/21
G&A

0.8%
Retail Sales -YTD
140.0
116.3 116.7 114.3 120.0
Ill 100.0
C: 80.0 .5!
~ 60.0

40.0 20.0

0.0 Actual Amended Budget FY20/21
Controllable O&M -YTD
140.0 131.9 129.8
120.0
114.7
Ill 100.0
C: 80.0 ~ 60.0 ~ 40.0

20.0 0.0
Actual Amended Budget FY20/21
4 March Treasure Report 2022
Current Assets
Cash & Cash Equivalents $ 146,987,059
Accounts Receivable, net of allowance 23,806,054
Accrued Revenue 16,655,173
Other Receivables 1,081,043
Prepaid Expenses 1,891,334
Deposits 645,132
Restricted cash 661,776
Total Current Assets 191,727,571
Noncurrent assets
Capital assets, net of depreciation 320,030
Deposits 45,330
Total Noncurrent Assets 365,360
Total Assets 192,092,931
Current Liabilities
Accounts Payable 1,070,032
Accrued Cost of Electricity 29,695,695
Other accrued liabilities 788,566
User Taxes and Energy Surcharges due to other gov'ts 871,444 Total Current Liabilities 32,425,737
Noncurrent Liabilities
Supplier security deposits 9,131,250
Total noncurrent liabilities 9,131,250
Total Liabilities 41,556,987
Net investment in capital assets 320,030
Restricted for security collateral 661,776
Unrestricted (deficit) 149,554,138
Total Net Position $ 150,535,944

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of March 31, 2022
ASSETS

LIABILITIES
Item 1b
5 March Treasure Report 2022

OPERATING REVENUES
Electricity Sales, Net $ 113,089,818
GreenPrime electricity premium 935,033
Other income 15,501
Liquidated damages 2,224,250
TOTAL OPERATING REVENUES 116,264,602

OPERATING EXPENSES
Cost of Electricity 123,050,364
Contract services 4,491,659
Staff compensation and benefits 3,169,769
General & Administrative 1,094,026
Depreciation 46,962
TOTAL OPERATING EXPENSES 131,852,780
OPERATING INCOME(LOSS) (15,588,178)

NONOPERATING REVENUES (EXPENSES)
Interest Income 109,641
Financing costs (68,005)
TOTAL NONOPERATING REVENUES (EXPENSES) 41,636
CHANGE IN NET POSITION (15,546,542)
Net Position at beginning of period 166,082,486
Net Position at end of period $150,535,944

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2021 through March 31, 2022

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

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 116,109,385
Receipts from liquidated damages $ 2,224,250
Other operating receipts 2,196,453
Payments to suppliers for electricity (124,068,768)
Payments for other goods and services (6,202,804)
Payments for staff compensation and benefits (3,099,316) Tax and surcharge payments to other governments (2,328,548) Net cash provided (used) by operating activities (15,169,348)

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Finance costs paid (68,005)

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition of capital assets (32,016)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 109,641
Net change in cash and cash equivalents (15,159,728)
Cash and cash equivalents at beginning of year 162,808,564 Cash and cash equivalents at end of period $147,648,836 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 146,987,059
Restricted cash 661,776
Cash and cash equivalents $ 147,648,835

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2021 through March 31, 2022
Item 1b
7 March Treasure Report 2022
Operating Income (loss) $ (15,588,178)
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 46,962
Revenue adjusted for uncollectible accounts (407,452)
(Increase) decrease in net accounts receivable 2,591,582 (Increase) decrease in energy settlements receivable 269,012 (Increase) decrease in other receivables (850,558)
(Increase) decrease in accrued revenue (2,244,553)
(Increase) decrease in prepaid expenses 486,902
(Increase) decrease in current deposits 80,952
Increase (decrease) in accounts payable (485,554)
Increase (decrease) in accrued cost of electricity (3,149,686) Increase (decrease) in accrued liabilities 146,523
Increase (decrease) in energy settlements payable 2,018,290 Increase (decrease) in taxes and surcharges due to other governments (183,591) Increase (decrease) in supplier security deposits 2,100,000 Net cash provided (used) by operating activities $ (15,169,349)

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 March 31, 2022
Item 1b
8 March Treasure Report 2022
FYTD FYTD FY 2021-22 FY 2021-22
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $113,089,818 $115,915,253 -$2,825,435 -2% $384,498,000 $271,408,182 Green Prime Premium 935,033 766,837 168,196 22% 1,005,000 69,967 Liquidated damages 2,224,250 2,224,250
TOTAL OPERATING REVENUES 116,249,101 116,682,090 (432,989) 0% 385,503,000 271,478,149

ENERGY EXPENSES
Power Supply 123,050,364 118,932,275 4,118,089 3.5% 274,979,000 151,928,636 Operating Margin (6,801,263) (2,250,185) (4,551,078) 202% 110,524,000

OPERATING EXPENSES
Data Management 1,582,804 1,624,706 (41,902) -3% 3,249,000 1,666,196 PG&E Fees 589,831 724,973 (135,142) -19% 1,450,000 860,169 Salaries & Benefits 3,169,769 4,267,321 (1,097,552) -26% 8,535,000 5,365,231 Professional Services 1,544,500 2,879,244 (1,334,744) -46% 5,669,000 4,124,500 Marketing & Promotions 219,068 458,659 (239,591) -52% 908,000 688,932 Notifications 45,135 65,625 (20,490) -31% 131,000 85,865 Lease 248,375 262,500 (14,125) -5% 525,000 276,625
General & Administrative 578,223 612,308 (34,085) -6% 1,225,000 646,777 TOTAL OPERATING EXPENSES 7,977,705 10,895,336 (2,917,631) -27% 21,692,000 13,714,295 OPERATING INCOME/(LOSS) (14,778,968) (13,145,521) (1,633,447) 12% 88,832,000 103,610,968

NON-OPERATING REVENUES
Other Income 15,501 25,000 (9,499) -38% 50,000 34,499
Investment Income 109,641 150,000 (40,359) -27% 300,000 190,359 TOTAL NON-OPERATING REVENUES 125,142 175,000 (49,858) -28% 350,000 224,858

NON-OPERATING EXPENSES
Financing 68,005 20,000 48,005 240% 40,000 (28,005)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 50,318 75,000 (24,682) -33% 150,000 99,682 Transfer to Programs Fund 3,390,729 3,390,729 - 0% 6,781,000 3,390,271 Nuclear Allocation 300,000 300,000 600,000 300,000
Double Down Programs Allocation 8,500,000 8,500,000 17,000,000 8,500,000 Customer Bill Relief - 1,500,000 3,000,000 3,000,000
TOTAL OTHER USES 12,241,047 13,765,729 (1,524,682) -11% 27,531,000 15,289,953

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE -$26,962,878 -$26,756,250 -$206,628 1% $61,611,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through March 31, 2022
Item 1b
9 March Treasure Report 2022

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ 24,381,000 $ 12,190,729 $ 12,190,271 50% EXPENDITURES & OTHER USES:

Program expenditures 8,581,581 774,676 7,806,905 9.0%
Net increase (decrease) in fund balance $ 15,799,419 $11,416,053 Fund balance at beginning of period 5,837,711
Fund balance at end of period $17,253,764

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 March 31, 2022

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through March 31, 2022
Item 1b
,, ,,
10 March Treasure Report 2022 Net Increase (decrease) in available fund balance per budgetary comparison schedule $ (26,962,878)
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (46,962)
Subract program expense not in operating budget (774,676) Subract CRCR expense not in operating budget (3,073)
Add back transfer to Program fund 12,190,729
Add back capital asset acquisition 50,318
Change in Net Position (15,546,542)

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2021 through March 31, 2022

OPERATING FUND
Item 1b
,.
11 March 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 $ 29,781,167 $ 113,089,818 Green electricity premium 80,961 $ 60,556 $ 95,594 $ 462,687 $ 103,634 $ 131,601 935,033 Other Income 1,000 $ 2,500 $ 1,000 $ 3,500 $ 2,250 $ 5,251 15,501 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 29,918,019 - - - - - - 116,264,602

OPERATING EXPENSES
Cost of electricity 14,524,607 17,907,845 18,660,060 23,179,137 22,034,894 26,743,821 123,050,364 Staff compensation and benefits 448,844 465,162 593,320 572,350 538,861 551,232 3,169,769 Data manager 263,759 263,759 262,863 263,514 264,092 264,817 1,582,804 Service fees - PG&E 97,254 96,768 104,341 97,053 97,084 97,331 589,831 Consultants and other professional fees 370,413 341,404 376,273 473,924 393,452 363,558 2,319,024 General and administration 209,985 134,289 152,437 306,490 129,063 161,762 1,094,026 Depreciation 7,289 8,162 7,774 7,716 7,853 8,168 46,962 Total operating expenses 15,922,151 19,217,389 20,157,068 24,900,184 23,465,299 28,190,689 - - - - - - 131,852,780 Operating income (loss) 1,524,890 (4,532,626) (2,244,745) (6,283,166) (5,779,861) 1,727,330 - - - - - (15,588,178) -

NONOPERATING REVENUES (EXPENSES)
Interest income 18,545 18,382 19,370 18,957 16,791 17,596 109,641 Financing costs (11,042) (11,626) (12,027) (11,042) (11,226) (11,042) (68,005) Total nonoperating revenues (expenses) 7,503 6,756 7,343 7,915 5,565 6,554 - - - - - - 41,636 CHANGE IN NET POSITION $ 1,532,393 $ (4,525,870) $ (2,237,402) $ (6,275,251) $ (5,774,296) $ 1,733,884 -$ -$ -$ -$ $ - $ (15,546,542) - $

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2021 through March 31, 2022
Item 1b
12 March 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 $17,596 $0 $0 $0 $0 $0 $0 $109,641 Portfolio Invested
Average daily portfolio available to invest* 152,976,979 155,897,345 155,743,105 157,270,808 153,138,549 145,837,752 Average daily portfolio invested 141,994,910 145,456,026 148,530,962 147,297,741 145,363,213 137,891,490 % of average daily portfolio invested 92.8% 93.3% 95.4% 93.7% 94.9% 94.6% Detail of Portfolio
Opening
Rate Current Rate
Carrying
Value
Interest
Earned
Money Market - River City Bank 1.26% 0.15% $129,206,878 $17,568 * Note: Balance available to invest does not include lockbox funds. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2021 through March 31, 2022
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Item 1b
13 CUSTOMER ACCOUNTS
Item 1b

RESIDENTIAL ACCOUNTS
300 (/)
'C
C: 246.9 247.2 247.4 247.5 248.1 248.3 Cll 250 (/)
::::,
0 .c:

I- 200
150
100
50 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
- Actual - Budget

NON-RESIDENTIAL ACCOUNTS
30 (/) 27.7 27.6 27.6 27.4 27.4 27.4 'C
C:

Cll 25 (/)
::I
0 .c:

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% 77.7%
31 to 60 days 8.3% 11.6% 9.1% 5.4% 6.9% 6.7%
61 to 90 days 3.1% 3.7% 5.1% 3.9% 2.7% 2.7%
91 to 120 days 2.0% 2.9% 3.0% 3.2% 2.5% 1.7%
Over 120 days 12.0% 15.1% 15.0% 17.1% 14.1% 11.1%

TOTAL DUE
Bad Debt % (Budget)
1%
Accounts Receivable Days
23 Days
$24,672,176
Item 1b
$25,000,000
$20,000,000 $19,181,997
$15,000,000
$10,000,000
$5,000,000
$1,655,147
$0
<30 days <60
-
days

AGE SUMMARY
$675,749
-<90 days
$429,594
<120 days
$2,729,689
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: 5/11/2022

RECOMMENDATION
To continue meetings to be held via teleconferencing pursuant to Government Code Section 54953(e), adopt the attached Resolution 2022-13 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: 5/11/2022

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, March 9, 2022, and April 13, 2022 the Board adopted Resolutions 2021-26, 2021-27, 2022-02, 2022-03, 2022-07, and 2022-11 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 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 2022-13 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 2022-13

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2022-13

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 2022-13
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.

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 11th day of May 2022, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Gibbons
City of Cupertino Director Willey
City of Gilroy Director Hilton
City of Los Altos Director Fligor
Item 1c
Attachment 1
3 RESOLUTION 2022-13
Town of Los Altos Hills Alternate Director Schmidt
Town of Los Gatos Alternate Director Sayoc
City of Milpitas Director Chua
City of Monte Sereno Director Ellahie
City of Morgan Hill Director Martinez Beltran
City of Mountain View Alternate Director Matichak
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:

From:

Prepared by:

Date:

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority Board (“SVCE Board”) authorize the Chief Executive Officer (“CEO”) to execute the attached amendment with a not-to-exceed amount of $332,800 with UtilityAPI, Inc. (“UAPI”), to explore and develop innovative new features for SVCE’s Data Hive that could be used within third party applications to integrate more seamlessly and further simplify customer experience while retaining the informed consent elements essential to Data Hive.

BACKGROUND
SVCE launched its “Data Hive” pilot in 2020, and has since deployed this data exchange platform within SVCE’s service territory to allow third parties to request and download customer utility bill and usage data upon customer authorization. In April 2022, the SVCE Board approved a three-year contract for $405,000 to continue offering Data Hive to customers with the same core set of functionality and incremental improvements made by UAPI.

ANALYSIS & DISCUSSION
Today, there are over 180 companies registered to use the Data Hive. While transactional activity was low upon initial launch of the Data Hive, public third-party usage has increased over time. In addition, several of SVCE’s other programs (e.g. GridShift: EV Charging pilot and FutureFit Assist: EV Charging) began to use the Data Hive to help our third-party administrators easily access customer data. These values to SVCE led the Board to approve extending the platform for another three years to continue to help customers access and share their data needed for smart energy solution decisions.

Providing simplified, effective access to usage data is beneficial to SVCE’s ongoing and future decarbonization programs, streamlining the process by which customers can authorize and share their data with third-party vendors. As a part of continuing to use Data Hive to help third parties explore new and innovative approaches to decarbonization, SVCE has spoken with UAPI about the development of new functionality that has the potential to unlock novel and more widespread use by sophisticated third parties.

This new feature set is called “OTP-Auth” and has been a part of California Public Utilities Commission (CPUC) discussions on streamlined customer data access. Much as Data Hive currently demonstrates an optimal implementation of the Green Button Connect standard, this OTP-Auth feature would be the cutting edge in informed customer data access and demonstrate to the CPUC and other utilities that it works to improve deployment of decarbonization technologies.

Authorize the Chief Executive Officer to Amend Agreement with UtilityAPI, Inc. to Explore and Develop Innovative New Data Hive Features to Support More Seamless Customer Experience for Future Applications
Girish Balachandran, CEO
Justin Zagunis, Director of Decarbonization Programs and Policy 5/11/2022
Item 1d
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1d Agenda Date: 5/11/2022

Page 2 of 2 ends

OTP-Auth builds on the existing Data Hive authorization process. OTP-Auth can smooth customer experience by removing the pop-out authorization interface (which brings the customer to SVCE’s Data Hive page and requires a few clicks of buttons and data entry). Instead, it sends the customer a one-time passcode they can put directly in a third-party application. While this necessitates a more complex integration between Data Hive and the third-party applications, the customer has fewer steps while still giving informed consent to share.

Because this functionality will only be usable by more sophisticated third parties, SVCE and UAPI will need to spend additional time investigating what features would be needed and whether there is sufficient commercial interest to warrant full development of OTP-Auth. As such, the work approved through this resolution will be broken into two phases with a required SVCE staff approval before advancing from the first phase to the second:

1. Finalize the OTP-Auth features - $52,000

2. Perform development and testing of OTP-Auth – $280,800 SVCE staff will review the results of the first phase of work and assess whether the finalized features are likely to lead to expanded commercial interest in the final OTP-Auth deployment. If so, SVCE staff will approve UAPI to move into the development phase. If not, the work will be suspended and no additional funds will be spent.

Providing customers the ability to share their own data with third parties in a simple way is essential to large-scale deployment of clean resources and is a major benefit that SVCE provides to our communities. This commitment to advancing the Data Hive functionality will serve to further differentiate the SVCE service territory as one that empowers our customers and supports innovative development of decarbonization solutions.

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 sign this amendment. This would keep the previously-approved contract in place but not lead to the exploration and possible development of the OTP-Auth functionality, and associated expanded use of the Data Hive platform.

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 and $2.4M towards Innovation funding. Approval of this contract would allocate $332,800 within the Innovation budget towards this UAPI contract. When combined with the funds previously approved for the three-year contract, this amendment will increase the total contract with UAPI to $737,800.

ATTACHMENTS

1. Amendment Adding OTP-Auth Development Work to UtilityAPI, Inc. Agreement

2. April 2022 Agreement with UtilityAPI, Inc. for Long-Term Data Hive Program Item 1d
2/22 Version

FIRST AMENDMENT TO AGREEMENT WITH UTILITYAPI,INC
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and UTILITYAPI, INC., entered into that certain agreement entitled SOFTWARE AS A SERVICE, effective on April 14, 2022, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and UTILITYAPI, INC 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. FEES Section of Original Agreement shall be amended to read as follows:

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 $737,800.

2. EXHIBIT A STATEMENT OF SERVICES, SUPPORT, AND SERVICE LEVEL AGREEMENT Section of Original Agreement shall be amended to read as follows:

SVCE Data Hive - OTP-Auth Scope of Work
Overview
To facilitate a more fully embedded data sharing experience, UtilityAPI will explore, and at the direction of SVCE add, additional functionality to the SVCE Data Hive that will enable customers to securely authorize data sharing from directly within third party applications. The functionality will be based on the previously proposed "OTP-Auth'' authorization process described in various CPUC CDAC meetings, CEC filings, and the OTP-Auth description memo to SVCE.

Description of Work
UtilityAPI will work with SVCE to assess commercial interest and applicability of OTP-Auth with current and prospective users of Data Hive. Through conversation with SVCE staff, and third-party companies if interested, UtilityAPI will formalize the specific technical implementation details of the OTP-Auth protocol to be added to Data Hive under Milestone 1. UtilityAPI will require written approval from SVCE to proceed with the remaining, bulk of the OTP-Auth development based upon the Milestone 1 deliverable and SVCE’s assessment of commercial interest from current and prospective Data Hive users. UtilityAPI will then develop the agreed upon protocol to be used by approved third party companies.

Item 1d
Attachment 1
2/22 Version
Milestones Table
Milestone Description Estimated
Completion Date
Invoice
Amount
M1 Finalize initial OTP-Auth protocol specifics May 31, 2022 $52,000 SVCE reviews M1 and UtilityAPI waits for approval to proceed M2 Complete sandbox-mode only (i.e. no real
data) implementation of OTP-Auth protocol
August 1, 2022 $197,000
M3 Perform updates based on sandbox testing September 1, 2022 $76,000 M4 Enable OTP-Auth on Data Hive for real
SVCE customers (i.e. "live" release)
October 1, 2022 $7,800
Total $332,800
Detailed Milestone Breakdown
M1: Finalize OTP-Auth specifics
⚫ UtilityAPI will participate in technical meetings with SVCE and interested third party companies to finalize the specific OTP-Auth protocol behavior to be implemented in M2 ⚫ SVCE will finalize any legal and regulatory requirements for OTP-Auth implementation ⚫ Deliverables:
 OTP-Auth protocol diagrams and API behavior specifications ⚫ Estimated completion date: May 31, 2022
SVCE review for commercial viability and approval of additional work M2: Sandbox-mode OTP-Auth
⚫ UtilityAPI will add the agreed to functionality for OTP-Auth specifications finalized in M1
⚫ Functionality will be limited to test accounts only (i.e. "sandbox mode") for testing ⚫ This milestone constitutes the majority of the development work by UtilityAPI ⚫ Deliverables:
 Functional OTP-Auth endpoints that work with test account data ⚫ Estimated completion date: August 1, 2022
Item 1d
Attachment 1
2/22 Version
M3: Updates based on feedback/testing
⚫ SVCE and companies that used M2 sandbox-mode OTP-Auth functionality provide feedback.
⚫ UtilityAPI will make updates to OTP-Auth functionality with approval from SVCE for the list of modifications.
⚫ Reasonable efforts will be made by UtilityAPI to incorporate as much feedback into updates as possible, however, development work will be capped at the pre-approved limit (see Milestones Table), unless additional work is approved by SVCE. ⚫ Deliverables:
 List of functionality updates based on feedback
 Completed updated of functionality
⚫ Estimated completion date: September 1, 2022
M4: Launch
⚫ UtilityAPI will update Data Hive to allow real SVCE customers to authorize via OTP-Auth ⚫ Deliverables:
 Demonstration of real SVCE customer authorizing via OTP-Auth ⚫ Estimated completion date: October 1, 2022

3. This Amendment shall be effective on May 12, 2022.

4. 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.

5. 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
____________________________________________________________ Justin Zagunis Manager of Decarbonization and Grid Innovation Programs

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services Item 1d
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CONSULTANT NAME

UTILITYAPI, INC
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

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MASTER AGREEMENT

SOFTWARE AS A SERVICE
Agreement April 14, 2022 Effective Date
and between Silicon Valley Clean Energy, an independent public agency located at 333 W El Camino Real, #330, Sunnyvale, California 94087 SVCE a Delaware corporation, located at 1212 Broadway, 16th Service Provider

RECITALS
WHEREAS, SVCE requires third-herein, with respect to certain of its information technology needs; SVCE;
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 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 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 Initial Term 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 Renewal Term ten 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 Services Fees
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. -2-
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access to and use of Service Provider’s utility data
(collectively, the “ “).
authorized by SVCE (each, an “ ”) to access and use the Services on

accordingly no later than five (5) business days from SVCE’s written request. ion 20.10) without SVCE’s prior written consent and any attempt breach of this Agreement. Service Provider’s use of subcontractors and

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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
delivery platform and certain other support and maintenance services necessary for the productive use of such platform, as set forth in Exhibit A 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

3.2 3.3
Authorized User
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.
[Omitted]
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

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 Sect
to do so shall be void and without further effect and shall be a material 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) -3-
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not constitute a “subcontract” for purposes of the above restriction; features to all Authorized Users. For purposes hereof, a “ ” means a new products that are not included in Client’s Services package, or (ii) patches, written and electronic user manuals and guides to the Services (the “ ”) Provider with written notice thereof, SVCE, at SVCE’s sole election and in SVCE’s sole to “click through” or otherwise accept or made subject to any online terms and . SVCE’s Director of Information Technology shall be authorized to waive, in writing, any of the Service Provider’s obligations with respect to the

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for cloud-based storage services); the use of such third-party services does 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

3.7 Major Release
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) corrections and bug fixes to the Services.

Documentation. Service Provider will use its reasonable efforts to ensure that (i) 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

3.9 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.

No Effect of Click-Through Terms and Conditions. Where an Authorized User is required 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
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n SVCE’s best interests, provided that no such waiver
SVCE will maintain the security of its and its Authorized Users’ login credentials to the

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Services, where deemed to be i
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 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.
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Level. Service Provider shall, without charge, make SVCE’s historical monthly Availability SVCE’s ability, as solely determined by SVCE, to use the Services is seriously an quarterly, SVCE or SVCE’s agent shall have the
right to audit Service Provider’s measurement and auditing tools to verify Availability

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s. 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 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 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 th
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.
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– –
–
shall provide no less than three (3) calendar days’ prior written notice to audit of SVCE’s complianc

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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 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 e 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. -7-
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breaching party’s sole
by SVCE (“ “) commercia

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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-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 Ad min 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 Adm in 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 Successor Service Provider lly reasonable assistance to the extent -8-
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to SVCE or to Successor Service Provider (“ ”) following the termination of this 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 Service Provider’s other rights and remedies: (i) Service Provider may charge interest on days or more, Service Provider may suspend SVCE’s access to any portion or all of the (“ ”), then SVCE (i
“Dispute Notice”)

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reasonably requested by SVCE to effect the orderly transition of the Services, in whole or in part, Transition Services
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 Adm in 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 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 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 Services.

11.3 Disputed Amounts. If SVCE, in good faith, disputes any amounts owed hereunder Disputed Amounts ) must provide Service Provider with written notice of such disputed charges or fees within 30 days of the applicable invoice receipt date (a (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 -9-
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Provider within thirty (30) calendar days following SVCE’s request. This Section shall ent, upon SVCE’s written request, Service

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12. 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 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 Agreem
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.

Representations and Warranties.

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

12.1.1 12.1.2

12.1.3 it is a public entity or business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation; it has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement;
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, -10-
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creditors’ rights generally and by general equitable principles;

12.2.2 malware, or similar unauthorized items (collectively, a “ ”) ;

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12.1.4 12.1.5
except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting 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, 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 12.2.3

12.2.4 12.2.5

12.2.6 12.2.7
it is in the business of providing the Services;
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;
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;
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;
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, Virus
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;
the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.
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OR MEET SVCE’S REQUIREMENTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12.2, THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER . SVCE’s 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 able information (“ “) 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 mother’s maiden name, email address, credit card information, or an individual’s name third party’s intellectual property rights, all SVCE Data is and shall remain the sole and SVCE Data can be categorized as follows: (a) “ ”, which the Services; (b) “ ”, which consists of all data that Service Provider has received from Calpine; (c) “ ”, which consists of all admi generated by SVCE’s use of the Services (e.g. number of customer authorizations, vice Provider’s own purposes or
for the benefit of anyone other than SVCE without SVCE’s prior written consent.

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12.2.8 13. SVCE Data.

13.1 Ownership
identifi

NOTWITHSTANDING ANY OF THE FOREGOING, SERVICE PROVIDER DOES

NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE,

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.

SVCE Data
.eJ.!
-issued
identification number, date of birth, address, telephone number, biometric data, in combination with any other of the elements listed herein. Except where subject to a exclusive property of SVCE and all right, title, and interest in the same belongs to SVCE.

Authorized Data consists of all
data that has been authorized by SVCE customers for release to third parties through Calpine Data
Admin Data nistrative data
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 Ser
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.
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identify information relating to SVCE’s use and the
performance of the Services (“ ”), and use and disclose such thirty (30) days of SVCE’s
written notice of a “litigation hold”, then as to all data identified in such notice, Service party subcontractors’ or service providers’
Service Provider’s obligations under

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Notwithstanding any other provision herein, Service Provider may aggregate, anonymize, or otherwise de-Anonymized Data
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 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 Ad min Data in a usable format agreed upon by both parties. In the event SVCE gives Service Provider 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 Adm in 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 Adm in 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 Ad min 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- {a) negligence or misconduct, {b)
breach of this Agreement, or {c) failure to adhere to
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Service Provider’s
in the case of PII, at SVCE’s sole election, (i) notify the attorneys’ fees, costs, and expenses incidental thereto,

minimum: name and contact information of Service Provider’s representative; a

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the processes and procedures of data privacy and information security program pursuant to Section 15.1 hereof, Service Provider shall:
{A) 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
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 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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“ ” 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 party and marked “confidential” or with words of similar meaning; Agreement the term “ ” does not include any information or demonstrated by the receiving party, without violating the disclosing party’s proprietary ce Provider’s Confidential

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14.1 Meaning of Confidential Information. For the purposes of this Agreement, the term Confidential Information
words of similar meaning, was subsequently summarized in writing by the disclosing 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 Confidential Information
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 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 Servi
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 -15-
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. In the event that either party (as the “ ”) becomes
Information of the other party (as the “ ”), Recipient’s disclosure shall not Discloser may seek, at Discloser’s own expense, a protective order or other appropriate which is in such party’s possess
standard offered by Service Provider’s
Provider’s backup, disaster recovery or business continuity systems, or (B) that Service . Without limiting Service Provider’s obligation of

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15. 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 Recipient
compelled by law (by subpoena, court order, or otherwise), to disclose any Confidential Discloser
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 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, ion, 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 SPB00-88 (or such other 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 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.

Data Privacy and Information Security.

15.1 Undertaking by Service Provider
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, -16-
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of Service Provider’s data privacy and information security program used to protect ny “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 party penetration test of Service Provider’s data network). Upon request of SVCE, the right to review Service Provider’s data privacy and information than 30 days’ prior notice, shall be entitled to have an audit of Service Provider’s data audit questionnaire provided by SVCE regarding Service Provider’s data privacy and

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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 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 a
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 card holder 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-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 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 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 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. -17-
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Service Provider’s
if SVCE receives a customer complaint about Service Provider’s misuse of data or other customer’s information to Service Provider and shall notify the California Public Utilities Commission (“ ”) of the complaint.
(collectively, the “ ,” which shall include the Services) to any of the foregoing (collectively, the “ ”); provided that SVCE shall

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16. 15.4 Audit Findings. Service Provider shall use its commercially reasonable efforts to implement any required safeguards identified in writing in any audit of 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 violation of the Disclosure Provisions, SVCE shall promptly cease disclosing that CPUC

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]
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 Pre-existing Materials 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 Services Assets
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her interest or license in the other party’s
SVCE and its officers, directors, agents, attorneys and employees (each, an “ “) (each, a “ ,” and collectively, the “ “), including reasonable attorneys’ f theft of SVCE Data (collectively, “cyber theft”)
reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered trademark, or other proprietary right (an “ ”). The foregoing

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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 ot
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 lndemnitee
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 Claim Claims ees,
costs, and expenses incidental thereto, to the extent suffered by, incurred by, accrued against, charged to, or recoverable from any lndemnitee, 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 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 lndemnitee.

17.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless lndemnitees from and against any and all third-party Claims, including by, incurred by, accrued against, charged to, or recoverable from any lndemnitee, 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, Infringement Claim 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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o the extent that SVCE’s counsel determines, in its
ice Provider’s defense of a Claim. At Service Provider’s request, t costs incurred by SVCE (including, without limitation, reasonable attorneys’ (SECTION 18.2) AND LIABILITY ARISING UNDER SERVICE PROVIDER’S INDEMNITY OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER SECTION 17, SERVICE PROVIDER’S TOTAL CREDITS PAID TO SVCE BY SERVICE PROVIDER. (“ ER’S GENERAL LIABILITY ”). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

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18. 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 lndemnitee, 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 lndemnitee 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 t
sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an lndemnitee and, (b) SVCE shall have the right, at its own expense, to monitor Serv
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-pocke
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 lndemnitees.

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

Limitation of Liability.

18.1 EXCEPT WITH RESPECT TO CLAIMS COVERED BY THE DATA PROTECTION LIABILITY CAP

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

SERVICE PROVID
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(“ ”). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND
. Unless otherwise approved in writing by SVCE’s risk manager, Service liability ($2,000,000 per occurrence, $2,000,000 aggregate); workers’ compensation loyers’ liability ($500,000 per accident); cyber liability Provider’s exposure to SVCE increases. Service Provider shall provide SVCE with

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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
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
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 (statutory limits) and emp
($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 lndemnitees 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 lndemnitee, 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 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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or partner of SVCE. In recognition of Service Provider’s hall carry no Workers’ Compensation
Provider’s agents or staff, if any. SVCE shall not pay any contributions to Social Security, Attorneys’ Fees and Costs
party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.

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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,
status as an independent contractor, SVCE s
insurance or any health or accident insurance to cover Service Provider or Service 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 _________ . 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

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 -22-
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Provider’s subcontractors, if any; or, (b) configuration changes, other changes, Viruses, continuity plan (“ ”) to SVCE upon SVCE’s writ
identify SVCE as a customer of the Services and to use and refer to SVCE’s “Data Hive” as shall in no way affect that party’s right to

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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 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 Business Continuity Plan ten 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 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
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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reorganization, sale or transfer of all or substantially all of such party’s assets or days. “ ” for purposes hereof means any entity which directly or ind “ ” means ownership or control of more than 50% of the voting interests. claims, take any actions or assert any remedies against any of SVCE’s constituent

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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, business provided that such party provides notice of such transfer within thirty (30) Affiliate irectly
controls, is controlled by, or is under common control with the subject entity, and control

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 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, -24-
Final Version
the State of California applicable to Service Provider’s services under thi Section 1090 (the “ ”). During the term of this Agreement, Service officers, employees, associates and subcontractors shall not, without SVCE’s prior SVCE’s Rights to Employ Other Consultants
Provider’s proposal, the provisions of this Agreement shall control.

Item 1d
Attachment 2
Agreement with UtilityAPI
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 s Agreement,
including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Conflict Statutes
Provider may perform similar services for other clients, but Service Provider and its 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 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

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. -25-
Final Version

Item 1d
Attachment 2
Agreement with UtilityAPI
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. -26-
Final Version

Item 1d
Attachment 2
Agreement with UtilityAPI
RErOMMl=NDED FOR APPROVAL c;;:"'·~ ·1
CDFSFCi ~
Justin Zagunis, Director of Decarbonization and Grid Innovation Programs SILICO~oc'l~g~~f i ,cLEAN ENERGY (SVCE)
By: [3n slA, b~bi,.t,\,
Name: Wi'ffgflflfg11fct1andran
Title: Chief Executive Officer
Date:

Address for Notice:
333 W. El Camino Real
Suite 330
Sunnyvale, CA 94087
UTIF,iMu!.J,W;,,(SERVICE PROVIDER)
By: L.0l,\,l,\,l, ()Ji,.t,\,tfu,
Name~ i5.m~45&,6J~f'I" ,,
Title:

Date:

Address for Notice:

APPROVED AS TO FORM:
fnslu, tMitti ~ ,.,., .. ~ ...
8BC3564ACEA8480 ...

Authority Clerk
-27-
Final Version
(“SVCE“) and (“Service Provider”) dated
(“Agreement”). In the event of a conflict between the provisions contained in the Agreement and those electricity accountholders (the “ ”), which currently
labeled with SVCE’s
third parties’

Item 1d
Attachment 2
Agreement with UtilityAPI

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 UTILITVAPI, INC. April 14, 2022,
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 Platform includes the following features:
a. Accountholder Interface - A dashboard for accountholders, white-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 APls, including the Green Button XML API, that can be used to integrate the Platform into 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:
l. 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 -28-
Final Version
expand the Platform to also cover SVCE’s gas utility accounts (the “ ”), and (ii) to Utility Discovery Tool (the “ ”). For purposes hereof, the “ ”
Aggregator holding the accountholder’s account.
(the “ ”)

Item 1d
Attachment 2
Agreement with UtilityAPI

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) Gas Expansion
rollout a Discovery Tool Expansion
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 {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 Service Fee Additions .

Storage fees are included in the Services Fees above.
-29-
Final Version

Service Provider will provide to SVCE telephone and email support (“ ”) as –
immediately escalate the request to Service Provider’s management; (b) purposes hereof, “ ” means a bug, defect or
Each technical support request that qualifies as a “Problem” will be assigned a severity level by Servi

Item 1d
Attachment 2
Agreement with UtilityAPI
Technical Support Description.

A. Technical Support
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 requester 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)
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 Problem
error in the Services causing them to fail to perform in material conformance with the Documentation. ce
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.
-30-
Final Version

Item 1d
Attachment 2
Agreement with UtilityAPI
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.
-31-
Final Version
“ ” means the total minutes in the reporting month of Service Availability. (b) “ ” means Authorized Users are able to access the Services for normal (c) “ ” means the total minutes in the reporting month represente –
(d) “ ” means the total minutes in the reporting month during which there ●
(i.e., outages on SVCE’s network or telecommunication services, denial of service ●
●
“ ” shall mean the total minutes in the reporting month represented by (f) “ ” shall mean the total minutes in the reporting month be due a Performance Credit in the amount of 10% of such month’s Services Fees for each full

Item 1d
Attachment 2
Agreement with UtilityAPI
Availability Service Level.
1) Definitions.
(a) Actual Uptime
Service Availability
use.

Maintenance Window d 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.

Excluded Downtime
is no Service Availability due to:

Outages not caused by or within the control of Service Provider or its service providers attacks)
Downtime requested by SVCE.

Outages caused by force majeure events under Section 20.6. (e) Allowed Downtime
the Maintenance Window plus Excluded Downtime.

Scheduled Uptime
Downtime.
less the Allowed
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 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%.
-32-
Final Version

Item 1d
Attachment 2
Agreement with UtilityAPI
(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.

Page 1 of 1 ends

Staff Report – Item 1e
Item 1e: Receive Update on California Electric Vehicle Infrastructure Project (CALeVIP) Program Launch and Status
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Date: 5/11/2022

RECOMMENDATION
Staff recommends the Board receive and accept the update on the California Electric Vehicle Infrastructure Project (CALeVIP) launch and status.

BACKGROUND
In 2018 and 2019, SVCE explored how to bring a regional CALeVIP launch to its service territory. CALeVIP is an incentive program funded by the California Energy Commission (CEC) in regions across the state. SVCE coordinated with local energy providers across Santa Clara and San Mateo counties to jointly express interest to the CEC, and the SVCE Board approved a letter of intent setting aside up to $6M in incentives if the CEC deployed CALeVIP and contributed an equal amount within SVCE service territory.

The CEC decided in mid-2019 that they would fund a program locally. The CEC had already selected an administrator for CALeVIP, and had previously established various program requirements, so staff worked to finalize the eligibility, incentive levels and application materials along with the other program partners. The program ultimately launched in December 2020 after some delays by the CEC based on the timing of their other projects.

There was significant interest in the local CALeVIP program and funds were rapidly reserved. The program administrator for CALeVIP has since been processing applications and waiting for approved projects to be installed and submit the required paperwork to receive rebates. The original deadline for an initial portion of applications has now passed – leading to a significant number of extension requests – and the second year’s round of funding for Level 2 chargers has been released in SVCE territory, so staff is providing this update to the Board. Note that each month’s CEO report includes an update on CALeVIP installations.

ANALYSIS & DISCUSSION
Analysis is provided in the attached presentation.

FISCAL IMPACT
Not applicable.

ATTACHMENTS

1. CALeVIP Program Status Update Presentation
Item 1e
/ A"\ SILICON VALLEY
~CLEAN ENERGY
New SV Clean Energy
PowerPoint Template
• Subtitle
Item 1e
Attachment 1
•
•
•
•
Item 1e
Attachment 1
© CALeVIP Summary - $12M Local Program
SVCE territory funding:
$6M for DC Fast
Chargers (DCFC)
funded by California
Energy Commission
(CEC)
N$6M for Level 2 (L2)
chargers funded by
SVCE
SVCE partnered with PCE, Palo Alto,
Santa Clara and SJCE to form a two-county coalition and offer co-funding CEC selected our counties to deploy its
largest-ever CALeVIP launch in
December 2020 - to extreme interest
DCFC L2
Available $6M N$6M
Applications Received N$24M N$8M
2 Item 1e
Attachment 1
© Expected Number of Chargers*
Chargers most likely at
workplaces, retail and other
public locations
Map shows number of
"charging spaces" added -
each DCFC charger is one,
while each L2 charger can add
either one or two depending
on model and number of cords
Mountain View
iii' DCFC: 23 ii·~iiii·h • L2: 340
iii' DCFC: 0
• L2: 20
H·~iiii·~Jldld
iii' DCFC: 0
• L2: 0
i3%1iiJJ
iii' DCFC : 6
• L2: 160
Number of Simultaneous Charges Added
0 New Connections
1-26 New Connections
• 27-68 New Connections
• 69-209 New Connections
• 209 - 378 New Connections
Sunnyvale
n,:~!110
. L2: 50
*subject to change due to cancellations
Unincorporated sec
iii' DCFC: 0
• L2: 0
Morgan Hill
iii' DCFC: 2
• L2: 10
5 10 mi
•
•
•
•
•
Item 1e
Attachment 1
CALeVIP will add N1,100 L2 connectors and N85 DCFC chargers in SVCE territory
Will meet target of 25% of L2 funds reserved for multifamily sites SVCE opened a technical assistance program prior to CALeVIP launch to support multifamily and small business applicants 16 out of 18 projects that were expected to be installed by Q1 2022 requested extensions - issues include permitting, labor, utility interconnection, and supply chain
To date, one project fully complete (6 L2 connectors)
Learn more: calevip.orglincentive-projectlpeninsula-silicon-valley 4 Item 1e
Attachment 1
© Charger Install Timeline*
Estimated completion dates,
based on original deadline to
receive funds
After extensions, timeline will
probably be 3-6 months later
than expected
L2 funding released in waves
(second and third waves
represented by dashed line)
Ill
L
GI
Cl
L
ID
..c
u
u
LL
u
Cl
100
90 80
70 60
50 40
30 20
10 0
Jan '21 Apr '21 Jul '21 Oct '21 Jan '22 Apr '22
*subject to change due to cancellations
I •
I
I
I
I
I
I --------------------------4
I
I
Due to extensions, timelines
likely pushed back 3-6 months
for both DCFC and L2
Jul '22 Oct '22 Jan '23 Apr ' 23 Jul '23
1400
1200
1000
800
600
400
200
0 ~ nticipated DCFC Chargers Built ~ nticipated L2 Connections Built (year 1) - - • nticipated l2 Chargers Built (years 2-3) 5 Ill
L
.8
u
GI
C
C
0 u
N
...J

Page 1 of 2 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Approve the Agreement with Strategic Energy Innovations to Host Two Climate Corps Fellows for the 2022-2023 Fellowship Cycle
From: Girish Balachandran, CEO
Prepared by: Don Bray, Director of Energy Services and Community Relations Date: 5/11/2022

RECOMMENDATION
Staff recommends the SVCE Board of Directors authorize the CEO to execute the Service Agreement, any nonfinancial amendments, and other related documents for Climate Corps fellow hosting services with the nonprofit Strategic Energy Innovations, not-to-exceed $139,000 through June 30, 2023.

BACKGROUND
SVCE was introduced to Strategic Energy Innovations (SEI) and the Climate Corps fellowship program through the City of Cupertino’s Office of Sustainability, who had a fellow focused on outreach projects for SVCE placed there for the 2017 – 2018 CY. In recognizing the need for additional outreach support in SVCE’s pre-launch period, the Climate Corps fellow transferred to working solely with SVCE in January 2017. Since 2017, SVCE has hosted Climate Corps fellows on the Account Services and Community Relations team primarily focused on outreach and educational initiatives.

SEI’s services include recruitment for fellows along with preliminary interviews, monthly trainings for fellows, and opportunities for professional development. The Climate Corps fellowship extends over a 10-month period and the services include helping staff with outreach, communications efforts, report preparation, and any other needs the organization has for marketing and program development.

ANALYSIS & DISCUSSION
Aligned with SVCE’s mission to reduce the dependence on fossil fuels and fight climate change locally, the Climate Corps fellowship program focuses on advancing sustainable solutions with organizations while fostering emerging leaders. The award-winning Climate Corps fellowship program provides professional development opportunities in the sustainability and energy fields by connecting young professionals to work with companies, agencies and local governments on projects that address climate change issues. Hosting Climate Corps fellows not only helps individuals interested in the energy field gain industry experience, but also helps SVCE to continue to reach the organization’s goals set forth in the adopted strategic plan.

SVCE has hosted Climate Corps fellows for the past six fellowship cycles, including two fellows this current cycle. Climate Corps fellows have been instrumental in the success of SVCE outreach projects and initiatives.

Past and current fellow projects include the Bike to the Future high school scholarship competition focused on clean transportation innovation, the award-winning SVCE Understanding Your Bill video, the current EmPower SV youth film competition focused on climate and energy, and additional support for outreach initiatives and programs.

Item 1f
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 1f Agenda Date: 5/11/2022

Page 2 of 2 ends

The added benefit of working with a defined fellowship program is that much of the recruitment effort and liability for the fellows is managed by SEI, and fellows receive professional development opportunities. The scope of work for SEI includes:
- Recruitment assistance
- Ongoing training and support of selected fellows
- Development of metrics for fellows to measure and track progress - Monthly follow-ups to review progress
- Receipt of a Climate Protection Professional Career Certificate with Skyline College at conclusion of fellowship The 2022-2023 fellowship cycle starts in September 2022 and runs until June 2023. With the proposed agreement, SVCE plans to host two fellows, one under the Energy Services and Community Relations team and one under the Decarbonization and Grid Innovation Programs team.

The Community Outreach Fellow, supervised by SVCE Communications Manager Pamela Leonard, will mainly focus on youth engagement activities and the DIY Energy Savings Toolkit program. Other duties may include supporting the community relations team with outreach events and initiatives.

The Programs Fleet Electrification Fellow, supervised by Senior Manager of Public Sector Services Anthony Eulo, will focus on encouraging and supporting the electrification of public sector and private sector fleets around Silicon Valley through research and interfacing with fleet managers and representatives.

STRATEGIC PLAN
Hiring two climate corps fellows will help achieve the following goals from the October 2021 Board-adopted Strategic Plan.
- Goal 1: Build and maintain a high-performing team
- Goal 10: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices
- Goal 11: Engage a full range of public, private and non-profit stakeholders to leverage our decarbonization efforts.

By utilizing SEI’s support in recruitment and hiring, SVCE can act on Goal 1 with reduced staff time. With the Outreach Fellow’s role to conduct and assist with youth engagement, the DIY Energy Savings Toolkit program and outreach initiatives, the fellow will support the team in continuing to reach the metrics set in Goal 10. The Fleet Electrification Fellow will also work in supporting Goal 11 through engaging with public and private fleet managers and representatives to support the fleet electrification efforts identified in the Electric Vehicle Infrastructure Joint Action Plan.

ALTERNATIVE
The alternative is to not hire two Climate Corps fellows, hire only one fellow, or do not hire any fellows and the work outlined within the fellow job descriptions will be led by staff.

FISCAL IMPACT
The fiscal impact of this agreement would be $139,000, which will be included in the 2022-2023 FY budget, should it be approved by the SVCE board. The current 2021-2022 FY budget does account for temporary staff, inclusive of the annual Climate Corps fellowship.

ATTACHMENTS

1. SEI Climate Corps Fellowship Agreement

2. Outreach Fellow Job Description

3. Fleet Electrification Fellow Job Description
Item 1f

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

STRATEGIC ENERGY INNOVATIONS
FOR

CLIMATE CORPS FELLOW HOSTING SERVICES
THIS AGREEMENT, is entered into this 11th day of May 2022, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority" or “Partner”), and STRATEGIC ENERGY INNOVATIONS, a nonprofit organization whose address is 100 Smith Ranch Rd. #124 San Rafael, CA 94903 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

A. Authority is an independent public agency duly organized under the provisions of the Joint Exercise of Powers Act of the State of California (Government Code Section 6500 et seq.) (“Act”) with the power to conduct its business and enter into agreements.

B. Consultant possesses the skill, experience, ability, background, certification, and knowledge to provide the services described in this Agreement pursuant to the terms and conditions described herein.

C. Authority and Consultant desire to enter into an agreement for Climate Corps fellow hosting upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on September 1, 2022, and shall terminate on June 30, 2023, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED
Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," both of which are attached hereto and incorporated herein by this reference. Exhibit A also includes tasks to be performed by Authority.

For purposes of this Agreement, Fellow is an employee/agent of Consultant.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one hundred and thirty-nine thousand dollars and no/100 ($139,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of Item 1f
Attachment 1
Draft Agreement with SEI
this Agreement.

5. STANDARD OF CARE
Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area under similar circumstances and in a manner reasonably satisfactory to Authority and agrees that all services shall be performed by qualified and experienced personnel. Consultant shall be responsible to Authority for any errors or omissions in the performance of work pursuant to this Agreement. Should any errors caused by Consultant be found in such services or products, Consultant shall correct the errors at no additional charge to Authority by redoing the professional work and/or revising the work product(s) called for in the Scope of Services to eliminate the errors.

Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by Authority, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, Authority may deduct the cost of such correction from any retention amount held by Authority or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

6. INDEPENDENT PARTIES
Authority and Consultant intend that the relationship between them created by this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by Authority to its employees, including but not limited to, unemployment insurance, workers’ compensation plans, vacation and sick leave are available from Authority to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Consultant shall indemnify and hold harmless Authority and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of Authority officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. Authority shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Authority from Consultant as a result of Consultant’s failure to promptly pay to Authority any reimbursement or indemnification arising under this section.

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY Authority 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.

Authority shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Consultant shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Authority’s constituent members in connection with this Agreement.

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Item 1f
Attachment 1
Draft Agreement with SEI
Consultant, 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, 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. Consultant shall have responsibility for compliance with this Section.

9. HOLD HARMLESS AND INDEMNIFICATION
A. General Indemnification. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Authority and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those Authority agents serving as independent contractors in the role of Authority officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.

B. Intellectual Property Indemnification. Consultant hereby certifies that it owns, controls, or licenses and retains all right, title, and interest in and to any intellectual property it uses in relation to this Agreement, including the design, look, feel, features, source code, content, and other technology relating to any part of the services and including all related patents, inventions, trademarks, and copyrights, all applications therefor, and all trade names, service marks, know how, and trade secrets (collectively referred to as “IP Rights”), except as otherwise expressly provided by this Agreement. Consultant warrants that the services to be provided pursuant to this Agreement do not infringe, violate, trespass, or constitute the unauthorized use or misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Indemnitees, harmless from and against any Liabilities by a third party that the services to be provided pursuant to this Agreement infringe or violate any third-party’s IP Rights, provided any such right is enforceable in the United States. Such costs and expenses shall include reasonable attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.

C. The acceptance of the services by Authority shall not operate as a waiver of these rights of indemnification. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liability.

D. Consultant’s indemnifications and obligations under this section shall survive the Item 1f
Attachment 1
Draft Agreement with SEI
expiration or termination of this Agreement.

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D," which is attached hereto and incorporated herein by this reference. Such insurance and certificates, which do not limit Consultant’s indemnification obligations under this Agreement, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by certified mail, Attention: Chief Executive Officer." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to Authority and licensed to do insurance business in the State of California.

Endorsements naming the Authority as additional insured shall be submitted with the insurance certificates.

B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her/its insurance for recovery. Consultant hereby grants to Authority, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or Authority with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of Consultant may acquire against Authority by virtue of the payment of any loss under such insurance.

C. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, Authority shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

D. Additional Insured. Authority, its members, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

E. Sufficiency of Insurance. The insurance limits required by Authority are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant.

F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

Item 1f
Attachment 1
Draft Agreement with SEI

11. CONFLICT OF INTEREST
Consultant 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, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest.

Consultant and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients, but Consultant and its officers, employees, associates and subcontractors shall not, without the Authority Representative’s prior written approval, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this section into any subcontract that Consultant executes in connection with the performance of this Agreement. Consultant understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff Authority, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of Authority. Any attempt to do so without such consent shall be null and void, and any assignee, sublessee, pledgee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from Authority under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to Authority by Consultant.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation.

13. SUBCONTRACTOR APPROVAL
Unless prior written consent from Authority is obtained, only those persons and subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.

In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance in substantial conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the Item 1f
Attachment 1
Draft Agreement with SEI
same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

14. REPORTS
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared for Authority by Fellow, as defined in Exhibit A, pursuant to or in connection with this Agreement, shall be the exclusive property of Authority, and all publication rights are reserved to Authority.

All training and professional development materials and documents prepared by Consultant shall remain the exclusive property of Consultant.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this agreement.

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Nathan McKenzie (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority.

Item 1f
Attachment 1
Draft Agreement with SEI
Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

B. Consultant shall promptly notify Authority should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the Authority. Authority may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Authority and to provide Authority with the opportunity to review any response to discovery requests provided by Consultant. However, Authority’s right to review any such response does not imply or mean the right by Authority to control, direct or rewrite the response.

C. In the event Authority gives Consultant written notice of a “litigation hold”, then as to all data identified in such notice, Consultant shall, at no additional cost to Authority, isolate and preserve all such data pending receipt of further direction from the Authority.

D. Consultant’s covenants under this section shall survive the expiration or termination of this Agreement.

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Authority’s regular business hours, or (c) three Business Days after deposit in the United States mail, by first class mail, postage prepaid, and addressed to the Party to be notified as set forth below:

TO AUTHORITY:
333 W. El Camino Real
Suite 330
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

Nathan McKenzie
Strategic Energy Innovations
100 Smith Ranch Rd. #124
San Rafael, CA 9403

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Authority Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Authority Representative shall also have the option, at its sole discretion and without cause, of terminating Item 1f
Attachment 1
Draft Agreement with SEI
this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

In the event of Authority’s termination of this Agreement due to no fault or failure of performance by Consultant, Authority shall pay Consultant for services satisfactorily performed up to the effective date of termination. Upon termination, Consultant shall immediately deliver to the Authority any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of Authority.

Consultant shall have no other claim against Authority by reason of such termination, including any claim for compensation.

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this paragraph.

Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Consultant represents and warrants to Authority that it has all licenses, permits, certificates, qualifications, and approvals required by law to provide the services and work required to perform services under this Agreement, including a business license. Consultant further represents and warrants that it shall keep in effect all such licenses, permits, and other approvals during the term of this Agreement.

21. CONFLICT OF LAW
This Agreement shall be interpreted under, and enforced by the laws of the State of California. The Agreement and obligations of the Parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California.

22. ADVERTISEMENT
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from Authority to do otherwise.

23. WAIVER
A waiver by Authority of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

24. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature Item 1f
Attachment 1
Draft Agreement with SEI
whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant.

25. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal Authority and authority to do so on behalf of their respective legal entities.

26. INSERTED PROVISIONS
Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.

27. 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.

28. AUTHORITY’S RIGHTS TO EMPLOY OTHER CONSULTANTS
Authority reserves the right to employ other consultants in connection with the subject matter of the Scope of Services.

29. 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 Consultant’s proposal, the provisions of this Agreement shall control.

30. FORCE MAJEURE
Consultant shall not be liable for any failure to perform its obligations under this Agreement if Consultant presents acceptable evidence, in Authority’s sole judgment, that such failure was due to acts of God, embargoes, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of Authority from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of Authority’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by Authority shall not constitute, nor be deemed, a release of the responsibility and Item 1f
Attachment 1
Draft Agreement with SEI
liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

33. 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.

34. SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall be binding on the successors and assigns of the Parties to this Agreement.

35. NO THIRD PARTY BENEFICIARIES INTENDED
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

36. COUNTERPARTS; FACSIMILE/PDF/ELECTRONIC SIGNATURE
This Agreement may be executed in multiple counterparts, all of which shall be deemed an original, and all of which will constitute one and the same instrument. The Parties agree that a facsimile, PDF or electronic signature may substitute for and have the same legal effect as the original signature.

37. DRAFTING PARTY
This Agreement shall be construed without regard to the Party that drafted it. 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.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the date set forth above.

RECOMMENDED FOR APPROVAL
_____________________________________________________
Don Bray, Director of Account Services and Community Relations

RECOMMENDED FOR APPROVAL
Item 1f
Attachment 1
Draft Agreement with SEI
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME
Strategic Energy Innovations
By: __________________________
Name: Steven Miller
Title: Deputy Director
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
Item 1f
Attachment 1
Draft Agreement with SEI
Exhibit A
Scope of Services
Through Climate Corps, SEI agrees to:
• Recruit and assist in selection of two Fellows for a commitment of 1,756 total hours over a period of 10 months for each Fellow.
o 1,464 hours of on-site service with Partner (“on-site hours”) o 132 hours of training led by SEI (“training hours”)
o 160 hours personal time off (“PTO hours”)
• Train and support the selected Fellows with a comprehensive training program that includes a training manual, a multi-day orientation led by an array of experts, monthly trainings, a mid-year two-day retreat, and two Professional Development Assessment reviews.
• Work with the Partner to develop a specific Fellowship Scope for specific Partner initiatives that aligns with Climate Corps goals and defines the Training Plan for the Fellows.
• Provide assistance in defining and developing metrics for the Fellow to measure and track the progress of project activities throughout their Fellowship. • Provide monthly follow-ups to review progress with Site Supervisor and Fellows. • Define and implement any corrections to Fellows’ plan determined to be necessary based on feedback collected from Fellows and Partner.

Partner agrees to:
• Take part in the recruitment and interview process to identify Fellows best fitted for the specific projects' needs, with the understanding that Partner has right of refusal of any proposed Fellows.
• Provide one to three specific climate resiliency initiatives that each Fellow can work on during their term of service.
o Initiatives must be well-defined, approved for implementation, and include specific learning objectives.
o Partner Agency will work with SEI to finalize a mutually agreed-upon Fellowship Scopes no later than one month after the Fellows arrives on site. • Assign Site Supervisors who will be available to meet at least weekly with the Fellows for one-on-one project meeting time, coordinate other necessary staff supervision needed for successful implementation of the Fellowship Scope.
• Support Fellows to complete monthly reporting to SEI indicating whether progress is being made on the initiatives.
• Provide feedback on Program and Fellows effectiveness by:
o Filling out and submitting a Professional Development Assessment providing feedback on Fellows activities two times a year;
o Participating in program-wide conference calls to discuss program progress; and o Responding to Partner Agency feedback surveys as requested.

Item 1f
Attachment 1
Draft Agreement with SEI
• Refrain from using the Fellows for displacement of a Partner Agency employee during the Fellowship term.
• Allow SEI to share results from this program through grant reporting, program marketing, and fundraising.
• Provide program-wide support through either:
o Sponsoring a venue and staff presentations for a monthly training event for all Fellows; or
o Participating in a program sponsored training session or professional development event.
o Being receptive to informational interview requests from 1 or more current Fellow Program Plan
Fellow service information
[A] Number of Fellows 2
Service Term Full Cycle: September 1, 2022 to June 30, 2023 Standard Hours
Full Cycle: 1,764 total hours, allocated as follows:
● 1,464 hours of on-site service with Partner (“on-site hours”)
● 140 hours of training led by SEI (“training hours”)
● 160 hours of vacation, holiday and sick time (VHS)
Position fee
[B] Amount $46,500 per non-profit Fellow
Additional funding
[C] Amount $20,000 per non-profit Fellow
Use of additional funds
[Living Stipend: Additional funds will go towards enhancing Fellow’s Living Stipend. Funds will be paid out to Fellow twice a month as part of the Fellow’s regular stipend checks.] [D] Administration fee Partner will pay to SEI a fee equal to 15% of the amount of additional funds.

Timing [Additional funds to be held in a reimbursement account are due at the same time as the first installment of the Program fee.] [Partner will pay additional funds and the administration fee promptly following receipt of an invoice from SEI.]
Item 1f
Attachment 1
Draft Agreement with SEI
Total fee
Amount $ 139,000
Timing Partner will pay the fee in two installments:
● $69,500 due October 15, 2022
● $69,500 due February 15, 2023
Item 1f
Attachment 1
Draft Agreement with SEI
Partner contact information
Contact person and title Pamela Leonard
Email address [email protected]
Phone number (408) 721-5301 x1004
Mailing address 333 W. El Camino Real, Ste. 330
Sunnyvale, CA 94087
Billing contact information
(if different from above)
P.O. Number (if applicable)
SEI contact information
Contact person and title Nathan McKenzie, Program Director Email address [email protected]
Phone number 415-507-1432
Mailing address 100 Smith Ranch Rd. #124
San Rafael, CA 94903
Item 1f
Attachment 1
Draft Agreement with SEI

1. Additi
on
al
Te
rm
s

2. Program Initiation

1. Recruitment and Selection
SEI will recruit, screen, and select a Fellow to serve at Partner during the service term set out in the Program Plan (“Service Term”). Partner will assist in the recruitment and selection of Fellow, including, without limitation, developing a job description specific to Partner’s activities and needs, conducting interviews, and participating in the final selection. If Partner ultimately fails to select a Fellow, Partner will pay to SEI a $2,500 fee for the recruiting effort promptly following receipt of an invoice from SEI.

2. Employment Relationship
SEI and Partner acknowledge that Fellow is an employee of SEI. SEI will notify each Fellow that Fellow is not an employee of Partner.

3. Fellow Orientation
At the start of the Service Term, SEI will provide Fellow with an orientation to the Program. Partner will provide Fellow with an orientation to Partner’s mission, programs, operations, systems, and facilities.

4. Fellowship Scope
Partner will cooperate with SEI to develop a written scope of work (“Fellowship Scope”) for each Fellow. The Fellowship Scope will: (a) outline the training plan for the Fellow, (b) describe one to three specific climate change resiliency projects that the Fellow will work on during the Service Term, and (c) define anticipated deliverables and Fellow performance and learning goals. Partner and SEI will complete the Fellowship Scope within one month after the Fellow’s first day of service.

3. Training and Support

1. Fellow Training
SEI will train and support the Fellow with a training program that includes:
monthly trainings, a mid-year two-day retreat, an end of program symposium, and two professional development assessment reviews. Time spent by the Fellow in this training program will count as training hours under the Program Plan.

2. Training Calendar
SEI will provide a calendar of training activities to Partner and will notify Partner of any schedule changes in advance.

3. Ongoing Support and Assistance
SEI will help Partner and Fellow develop metrics for evaluating the Fellow’s progress. SEI will schedule monthly sessions with Fellow and Partner to review the Fellow’s progress, and will assist the Fellow and Partner with defining or implementing any changes to the Fellowship Scope or other documents as appropriate.

4. Partner’s Program-wide Support
Partner will carry out Program-wide activities reasonably requested by SEI, such as: (a) sponsoring a venue and staff presentations for a monthly training event for all Fellows, (b) participating in a Program-sponsored training session or Item 1f
Attachment 1
Draft Agreement with SEI
professional development event, or (c) accepting informal interview requests from one or more other Fellows in the Program.

5. Ownership of Materials
For clarity, SEI owns all training and professional development materials and documents.

6. 7. Fellow Responsibilities, Scheduling, and Supervision

8. Fellow Responsibilities
Partner may assign specific responsibilities to Fellow so long as they are consistent with the Fellowship Scope.

Fellow shall be required to attend or complete training as directed by Partner regarding data security, and confidentiality and other Partner policies and comply with such policies for the duration of the Term.

9. Payment to Fellow; Additional Funding
SEI will pay a living stipend (“Living Stipend”) and end of program award (“End of Program Award”) to Fellow during the Service Term. Partner may provide additional funding for Fellow as may be set out in the Program Plan.

10. Hours and Work Schedule
The standard number of service hours for Fellows (“Standard Hours”) is set out in the Program Plan. Partner will provide Fellow with a reasonably consistent schedule during the Service Term so that Fellow can fulfill his or her Target Hours.

If a Fellow is required serve as a juror, they will log that time as on-site hours with Partner and continue receiving a living allowance, healthcare coverage and, if applicable, childcare coverage regardless of any reimbursements for incidental expenses received from the court.

11. Work Environment and Resources
When in-person work is allowed, Partner will provide Fellow with adequate workspace, a reasonably comfortable work environment, access to a computer with internet connectivity, and other support resources reasonably necessary for Fellow to complete his or her work.

While working remotely, individual Site Supervisors will plan for IT logistics like computer, WiFi, and other technological equipment needed at the Fellows’ home, account and software access, and/or setting up remote VPNs. Fellows should alert their Site and Regional Supervisors immediately if they face any logistical hurdles to remote work, such as WiFi challenges, remote account access or VPNs.

We recognize that sites will have different timelines and protocols for reopening.

Site Supervisors, please notify your Climate Corps Regional Supervisor in advance via email if your site plans to reopen and you will be expected to physically report to service. Please share: (1) Date of expected reopening and date you will begin to report to work on site; (2) Health and safety measures in place to minimize the threat of exposure (i.e. distancing, availability of PPE and disinfecting supplies). If your site organization has a COVID-19 policy, please share.

Item 1f
Attachment 1
Draft Agreement with SEI

12. Fellow Attendance at Climate Corps Events
Partner will allow Fellow to attend all Program events, including, without limitation, orientation, monthly trainings, retreats, field trips to other Climate Corps partner sites, and the Climate Corps Symposium, so that Fellow can fulfill his or her Program training requirements and enhance his or her professional development. Time spent by the Fellow at these events will count as training hours under the Program Plan.

13. Site Supervisor
Partner will designate a paid staff supervisor ("Site Supervisor") to supervise Fellow's day-to-day activities and performance. The responsibilities of Site Supervisor include, without limitation: (a) guiding Fellow towards achieving the goals set out in the Fellowship Scope, (b) meeting with Fellow one-on-one at least weekly to discuss project(s), and (c) helping Fellow complete monthly reporting to SEI to track the progress made on the project(s). If Partner changes the Site Supervisor, Partner will provide SEI with at least 30 days’ written notice setting out the name and title of the new Site Supervisor, the reason for the change, and the expected impact, if any, on the Fellowship Scope or Fellow.

4. Reporting and Recordkeeping

1. Program Reports
Partner will complete and submit all Program forms, surveys, assessments, progress reports, Fellow evaluations, and other documents requested by SEI, including a biannual professional development assessment providing feedback on Fellow activities. SEI may share results related to the Program for the purpose of grant reporting, program marketing, and fundraising.

2. Site Visits
SEI may visit Partner sites and film, photograph, and otherwise document Program and Fellow activities during normal business hours and with reasonable advance notice.

3. Recordkeeping
SEI and Partner will each maintain records relating to its Program responsibilities in a manner such that the other can evaluate compliance with this MOU. SEI and Partner will make those records available for review by the other on reasonable notice during the term of this MOU and for a period of three years after its termination.

5. Communication

1. Program Contacts
SEI and Partner will each appoint one individual to act as principal contact person and to coordinate activities in connection with the Program. The initial appointees are identified in the Program Plan. SEI and Partner each may change its contact person at any time and will so advise the other.

2. Cooperation
SEI and Partner acknowledge Fellow’s success in the Program depends in large part on the effectiveness of collaboration between the parties. Both parties will provide timely access to data, information, and personnel, ensure the accuracy and Item 1f
Attachment 1
Draft Agreement with SEI
completeness of data and information provided, and promptly notify one another about challenges, concerns, and successes.

3. Fellow Performance
SEI cannot guarantee specific performance results for any Fellow. Partner will notify SEI immediately of any significant problems with Fellow’s professional performance or conduct, including, without limitation, failure to report to a site or unprofessional behavior. SEI will work with Partner to provide assistance or discuss an appropriate response.

Item 1f
Attachment 1
Draft Agreement with SEI
Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Task Begin Complete

1. Fellow Interview and Recruitment May 2022 August 2022

2. Fellowship Cycle September 2022 June 2023
Item 1f
Attachment 1
Draft Agreement with SEI
Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below.

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 and thirty-nine thousand dollars and no/100 ($139,000.00), 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.

Task Estimated Budget

1. Fellow Position Fee – Fellow 1 $ 46,500

2. Fellow Living Stipend – Fellow 1 $20,000

3. SEI Administrative Costs – Fellow 1 $3,000

4. Fellow Position Fee – Fellow 2 $46,500

5. Fellow Living Stipend – Fellow 2 $20,000

6. SEI Administrative Costs – Fellow 2 $3,000
Total $139,000
Invoices
Authority will pay the Consultant fee in two installments:
• $69,500 due October 15, 2022
• $69,500 due February 15, 2023
Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority.

Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Item 1f
Attachment 1
Draft Agreement with SEI
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

Statutory coverage as required by the State of California. (2) Liability:

Commercial general liability coverage with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage.

ISO occurrence Form CG 0001 or equivalent is required.
(3) Automotive:

Comprehensive automotive liability coverage with minimum limits of $1,000,000 per accident for bodily injury and property damage. ISO Form CA 0001 or equivalent is required.
(4) Professional Liability
Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. (5) Privacy and Cybersecurity Liability
Privacy and cybersecurity liability (including costs arising from data destruction, hacking or intentional breaches, crisis management activity related to data breaches, and legal claims for security breach, privacy violations, and notification costs of at least $2,000,000 US per occurrence.

Item 1f
Attachment 1
Draft Agreement with SEI
Climate Corps Description – Community Outreach Fellow
Do you want to be a part of an organization that is fighting climate change, accelerating electric innovation and reinvesting locally? Silicon Valley Clean Energy (SVCE) is the community choice electricity provider for 13 communities in Santa Clara County. By providing carbon-free electricity, SVCE has reduced local, energy-related emissions by 35% from the 2015 baseline and is continuing to reduce emissions through innovative community programs focused on building and transportation electrification.

Under staff direction, the fellow’s main tasks will be to develop, coordinate and plan SVCE’s youth climate engagement initiatives and DIY Energy Savings Toolkits. Other tasks include supporting the community relations team by engaging in community outreach to inform and engage residents and businesses to build awareness of Silicon Valley Clean Energy and available offers and services. This position also requires research and analytical tasks for projects and assignments that utilize specific and acquired academic skills and knowledge for a variety of outreach and marketing-related activities.

The work performed for this fellowship requires strong communication, public speaking, creative and independent research skills. Under the direction and guidance of staff, fellows will research opportunities to support outreach and business development.

Essential Duties
The successful fellow will:
• Develop and coordinate youth climate engagement initiatives; • Perform tasks of an analytical or research nature for suitable projects or ongoing assignments which call for specific acquired academic skills and knowledge; • Locate sources of information and collect and organize data, as directed; • Assist with the development of written, graphic and/or oral reports and material; • Create messaging and graphics for social media, write news releases, staff reports, newsletter articles, and other presentation materials;
• Attend virtual and in-person community events where SVCE is present; and • Gain knowledge of community choice energy providers and of the energy industry as a whole.

Qualifications
Qualified candidates should be a recent graduate from an academic institution with a degree that will provide the specific skills and knowledge that will contribute to available work assignments.

Additionally, we are looking for someone who is passionate about learning, not afraid to be challenged and excited by the opportunity to apply acquired academic knowledge to real world business endeavors.

The following skills are also highly desired:
• Exceptional writing skills
• Detail-oriented and organized
• Understanding and passion for the traditional and social media landscape • Strong interviewing, public speaking and presentation skills • Working with youth
• Graphic or web design and editing skills
• Ability to work with a team, as well as independently motivated • Passion to help build our brand while building your career • Knowledge of Santa Clara County and its communities
Item 1f
Attachment 2
Community Outreach Fellow Description
• Bilingual Spanish or Chinese languages is strongly desired • Applicants must be able to perform the essential job functions with or without a reasonable accommodation
Item 1f
Attachment 2
Community Outreach Fellow Description
Climate Corps Description – Fleet Electrification Fellow Do you want to be a part of an organization that is fighting climate change, accelerating electric innovation and reinvesting locally? Silicon Valley Clean Energy (SVCE), the community choice electricity provider for 13 communities in Santa Clara County. By providing carbon-free electricity, SVCE has reduced local, energy-related emissions by 35% from the 2015 baseline and is continuing to reduce emissions through innovative community programs focused on building and transportation electrification.

Under staff direction, the fellow will play a pivotal role in encouraging and supporting the electrification of public sector and private sector fleets across Silicon Valley. With transportation emissions accounting for the majority of greenhouse gas emissions in the area, electrifying fleets will result in direct, significant decreases in emissions. In addition, fleet electric vehicle use can demonstrate the practicality of electric vehicles for everyday use and will catalyze additional electric vehicle adoption.

The fellow will research successful fleet electrification efforts and interface with local government representatives and private sector fleet managers on opportunities to invest in both vehicle and charging infrastructure. The research performed during this fellowship will directly inform current and near-term program design and budgetary allocations.

The fellow will work under the direction of SVCE staff to research, assess and analyze funding and finance opportunities for fleet electrification. The work performed for this fellowship requires strong research skills, organization, and a self-starter attitude.

Essential Duties
The successful fellow will:
• Assess the baseline state of fleet electrification efforts in the SVCE service territory; • Research fleet electrification projects completed by public agencies and private sector companies;
• Explore fleet electrification support programs initiated by other community choice energy agencies and other funders;
• Contact fleet managers in member agencies, other governmental/educational agencies and private sector companies to gauge interest in advancing fleet electrification;
• Pursue opportunities to match SVCE resources and other resources with fleet managers ready to engage in a fleet electrification planning and implementation efforts;
• Begin program implementation; and
• Evaluate and chronicle program successes, lessons learned, and future opportunities.

The following skills are also highly desired:
• Basic understanding of principles of transportation and building decarbonization Item 1f
Attachment 3
Fleet Electrification Fellow Description
• Excel and PowerPoint experience
• Exceptional research skills
• Ability to run cost-benefit analysis, Net Present Value calculations, and risk analyses • Develop other qualitative and quantitative metrics to compare and prioritize opportunities
• Knowledge of California regulatory and legislative bodies and processes governing energy, transportation, and climate change
• Educational focus of finance, economics, public policy, business administration or related field
Item 1f
Attachment 3
Fleet Electrification Fellow Description

Page 1 of 1 ends

Staff Report – Item 1g
Item 1g: Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 5/11/2022
No report as the Executive Committee has not met since March 25, 2022.

The next meeting of the Executive Committee will be May 27, 2022 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1g
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Staff Report – Item 1h
Item 1h: Finance and Administration Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 5/11/2022
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 scheduled for May 26, 2022 at 3:30p.m.; materials will be posted no later than 72 hours in advance of the meeting.

Item 1h
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Staff Report – Item 1i
Item 1i: Audit Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 5/11/2022
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 1i
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Staff Report – Item 1j
Item 1j: 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: 5/11/2022
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 1j
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Staff Report – Item 1k
Item 1k: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Girish Balachandran, CEO
Date: 5/11/2022
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, April 20, 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, 4/20/22 The next meeting of the board will be May 18, 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, April 20, 2022 Item 1k
/ A"\ SILICON VALLEY
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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: 4/20/2022
FROM: Tim Haines – Interim General Manager
SUBJECT: Report on CC Power Board of Directors Meeting – April 20, 2022 The CC Power Board of Directors held its regularly scheduled meeting on Wednesday, April 20, 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 March 16, 2022 o Resolution 22-04-01 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 encouraged the Board to remail engaged with their POC representatives as Long Duration Storage contracts are being executed and Firm Clean Resource agreements are being finalized. 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.
• Resolution 22-04-02 Approval of CC Power Conflict of Interest Code and Authorizing the Initiation of Procedures for Adopting the Code by Written Comment Period:

General Counsel Iles presented the Fair Political Practices Commission Conflict of Interest Code. The Board approved the resolution.
• Individual Member Items
Item 1k
Attachment 1

Page 1 of 4 ends

Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Girish Balachandran, CEO
Date: 5/11/2022
REPORT
SVCE Staff Update
Demarie Weber joined the SVCE team on April 28, 2022 as Regulatory and Compliance Manager. She will be leading the development of compliance processes and helping the Power Supply Team and the entire agency with required compliance filings with various regulatory bodies, including the CPUC and CEC. Demarie has over nine years of experience in the energy industry serving in various roles of increasing responsibility. Immediately prior to SVCE, she worked for PG&E’s energy procurement division as a Senior Risk and Compliance Analyst where she helped to streamline and mature compliance programs, notably the guidance documentation program. Demarie has also worked on regulatory and compliance management for the City and County of San Francisco. Demarie holds a Master of Public Affairs from USF, BA in Economics with a minor in Politics from UCSC, and Product Management Certificate from Product School, Inc.

Beth Trenchard joined SVCE on May 2nd to assist the Energy Services and Community Relations team while Pamela Leonard goes out on leave in June. Beth previously supported the communications team in 2020 to develop and launch eHub. Prior to SVCE, Beth was part of the start-up team at Monterey Bay Community Power (now Central Coast Community Power) focused on programs, ran operations for a small company financing renewables for nonprofits, was the executive director for a small health services nonprofit, served on two school boards, and worked at Apple, Oracle and GE primarily in product marketing and finance roles.

Personnel Officer Update
During the past month, SVCE has onboarded its new Regulatory and Compliance manager, Demarie Weber, who comes to us from PG&E. In addition, SVCE has offered a full-time position to Owen Milligan, a current intern on the Power Supply team. After graduating from university in Mid-May, Owen will be starting full-time with SVCE right after Memorial Day. On the recruitment front, the ESCR team has been interviewing candidates for a new Marketing Specialist, and hopes to make an offer soon, and in addition, recruitment has begun to fill the very large shoes of our current Director of Account Services and Customer Relations, Don Bray, in advance of him taking on a new role with SVCE. Finally, staff is updating job descriptions affected by the re-organization, and will be opening recruitments for several additional positions in the coming weeks.

CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) Bliss Point Productions, Amendment: Providing a solar stage, April 23, 2022, not to exceed $5,000 2) Silicon Valley Independent Living Center, Agreement: The Portable Battery Program for Medical Baseline Customer, not to exceed $76,674
3) Camus, Amendment: Software as a Service, change to scope of work 4) Kitchens to Life, Agreement: Induction Cooking Event Demonstrations, $3,500, 4/23/22 Item 2
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Agenda Item: 2 Agenda Date: 5/11/2022

Page 2 of 4 ends

5) Joint Venture Silicon Valley, Amendment: Convening Support for Silicon Valley Transportation Electrification Clearinghouse and Regional Electric Vehicle Leadership Recognition Programs Services, not to exceed $138,000, 11/1/20 – 3/31/23. Approved at the April 13, 2022 Board of Directors meeting. 6) Utility API, Agreement: Energy Data Exchange Platform Pilot, not to exceed $405,000, 4/14/22 – 4/14/25.

Approved at the April 13, 2022 Board of Directors meeting. 7) Community Resilience Program – Capital Projects Grant Agreement – City of Sunnyvale: Civic Center Modernization Project, not to exceed $1,000,000, 4/13/22 – 12/31/23 Item 2

Page 3 of 4 ends

CEO Power Supply Agreements Executed
Counterparty Name Execution/Effective Date Transaction Type Product Start Date End Date Notional Value Resi-Station 4/2/2022 Purchase Resource Adequacy 6/1/2022 9/30/2022 $576,840 Central Coast Community Energy 4/25/2022 Purchase Resource Adequacy 7/1/2022 7/31/2022 $146,250 Powerex 3/25/2022 Purchase Renewable Energy PCC-1 4/1/2022 12/31/2022 $320,000 Morgan Stanley 3/17/2022 Purchase Renewable Energy PCC-1 4/1/2022 12/31/2022 $1,788,619.26 These agreements are included in the Board packet as Appendix A.

Item 2
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Presentations & Relevant Meetings Attended by CEO
- Participated in CalCCA Monthly board, executive, and legislative meetings; - Participated in California Community Choice Financing Authority Board of Directors Meeting, April 8th - Presentation to the City Manager’s Association, April 13 th
- Presentation to Cities Association, April 14th
- CC Power Board Meeting, April 20th, report included on the Consent Calendar

ATTACHMENTS

1. Clean Power Update, May 2022

2. Decarb & Grid Innovation Programs Update, May 2022

3. Energy Services & Community Relations Update, May 2022

4. Legislative and Regulatory Update, May 2022

5. Agenda Look Ahead, May – September 2022

6. Board Action Requested, May 2022 Update
Item 2
IA'\ SILICON VALLEY ~ CLEAN ENERGY
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 1
Clean Power Update, May 2022
•
Item 2
Attachment 1
Clean Power Update, May 2022
•
•
•
•
•
•
Item 2
Attachment 1
Clean Power Update, May 2022

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RENEWABLE ENERGY

PROJECTS
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$1.68 in commitments
13 PPAs signed
10 new build projects
N725 MW in total
173 MW lithium-ion storage
paired with 516 MW of Solar PV
2 Projects now delivering to
SVCE
12 Projects to be operated with
Central Coast Community Energy
3 Item 2
Attachment 1
Clean Power Update, May 2022
2022 - Q2 Casa Diablo Geothermal
, '
2022 - Q3 Mountain View Wind & Rabbitbrush Solar+ Storage ..._ "" I ..,
2022 - Q4 Yellow Pine Solar+ Storage & Atlas Solar
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2023 - Q1 Cameron Crest Wind
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2023 - Q2, Q3 Angela & Aratina Solar+ Storage
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2023 - Q3, Q4 Victory Pass & San Luis West Solar+ Storage ""
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Item 2
Attachment 1
Clean Power Update, May 2022
Projects are coming on-line but face interconnection and other challenges Online
Coso's existing Geothermal project started delivery on January 1, 2022 Recurrent's Slate solar plus energy storage plant achieved PPA and CAISO COD in Q1 2022 EDF's Big Beau is partially on line with solar PV testing and CAISO grid synchronization started in November 2021. Storage system delayed.

Under Construction / Pre-COD
Ormat's Casa Diablo geothermal expected to COD in Q2 2022.

AES's Mountain View Wind project expected to be completed 6 months early and start delivery in July 2022
Leeward's Rabbitbrush solar plus storage project expected to sync to CAISO grid in June 2022 before September 2022 COD
NextEra's Yellow Pine solar plus storage project started construction in Q1 2022 and is expected to achieve CAISO COD by December 2022
Pre-Construction
Other projects continue to face delays due to COVID-19, labor shortages and/or supply-chain delivery issues 5
Item 2
Attachment 1
Clean Power Update, May 2022
Ormat's CD4 New Geothermal 7 MW
COD June 15, 2022
Mountain View Wind - Repowered 33.5 MW
PPA COD January 2023
Expected COD July 2022
6 Item 2
Attachment 1
Clean Power Update, May 2022
,, .... ~ .
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.
08/21
9/21
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1,000
750
500
250
0 7/19
9/19
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1/20
3/20
5/20
7/20
9/20
1 /20
1/21
3/21
7/21
9/21
1 /21
1/23/2
300
200
100
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 MAY 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
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s
e
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old
s
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ort
e
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= 1 CARE/FERA Installation Cumulative Service Panel Upgrades = 10 Completed Installations Above
the Initial Goal
Item 2
Attachment 2
Programs Update, 2022
CALeVIP
Level 2 DCFC
6,000,000
4,000,000
2,000,000
0 Reserved
9/21 10/21 11/21 12/21 1/22 2/22 3/22 4/22
150
100
50 0
ONGOING METRICS MAY 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 2
Programs Update, 2022
Streamlining Community-Wide Electrification
Building Decarb Joint Action Plan
Resilience at Community Facilities
FutureFit Homes & Buildings
Regional Coordination
Click for More Information Active In Development Complete C&I Clean Power Offerings
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 & Incentives
Fleet Electrification Grants
SV Transportation Electrification Clearinghouse (SVTEC) Regional Recognition
Other Virtual Power Plant
Customer Resource Center (eHub)
Community Engagement Grants
Innovation Partners
Innovation Onramp Pilots
PROGRAMS AT A GLANCE MAY 2022
POWER
SUPPLY
GRID

INTEGRATION

EDUCATION &

OUTREACH
BUILT

ENVIRONMENT

MOBILITY

INNOVATION
Reach Codes
CRCR Bill Relief
Lights On Silicon Valley
GridShift EV Charging
Data Hive
Item 2
Attachment 2
Programs Update, 2022
Cupertino Earth & Arbor Day and SVCE 5 Year Anniversary Celebration Throughout the month of April, SVCE was back in the community for Earth Day. Here are some highlights! 1 Item 2
Attachment 3
Energy Services & Community Relations Update, May 2022
Los Gatos Spring Into
Green
Morgan Hill Earth Day Milpitas Earth Day & Ribbon
Cutting
Mountain View Earth Day
Presentation
BayREN Earth Day Virtual
Event Saratoga Earth & Arbor Day

1. Outreach Events & Sponsorships Continued
,~
,·•_ Figtlting _Climatef~ ~-:--
Change Locally
' Hannah Gustafson
April 23, 2022
---- : .I'
' °f't'\ SILICON VALLEY ~ CLEAN ENERGY
•' -
2 Item 2
Attachment 3
Energy Services & Community Relations Update, May 2022
May 28 & 29 10 AM – 7 PM Morgan Hill Mushroom Mardi Gras Community Cultural Center Month of June 6 – 7:30 PM Mountain View Concerts on the Plaza– Civic Center Plaza
June 16 11 AM – 3 PM Silicon Valley Leadership Group ESG to Carbon Free Summit–
TBD
Silicon Valley Clean Energy will be connecting with customers at upcoming events and supports community events as a sponsor.

1. Outreach Events & Sponsorships Continued
Date Time
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Description
and tabling
Location
- sponsorship
sponsoring
sponsoring
3 Item 2
Attachment 3
Energy Services & Community Relations Update, May 2022
Residential 96.38%

96.39%
Commercial 96.47%
rA, s1L1coN VALLEY ~ CLEAN ENERGY 4
Item 2
Attachment 3
Energy Services & Community Relations Update, May 2022
CARE and FERA Rate Relief Bill
• SVCE began crediting customer bills in April, and as of May 2, 2022 has applied over 29,000 bill credits of $12.50, totaling $362,500. These credits will continue monthly for income-qualified CARE and FERA customers through November 2022.

Net Energy Metering (NEM) Excess Solar Generation
• Annually, SVCE pays rooftop solar customers for excess solar they produce and put back on the grid. Through May 2, SVCE has provided $925,000 in NEM cash out checks and $270,000 in bill credits to customers. (Customers with a balance greater than $100 were sent a check and customers with a balance less than $100 were provided with a bill credit in accordance with SVCE’s new NEM policy.) rA, s1L1coN VALLEY ~ CLEAN ENERGY 5
Item 2
Attachment 3
Energy Services & Community Relations Update, May 2022
The following agenda items were presented and discussed:
• FutureFit Fundamentals Contractor Training Introduction • Community-Based Organization Contacts for Equity
• Reach Code 1.0 EM&V
• Reach Codes Update
• Research & Analysis Page on SVCE Website
• Battery Program for Medical Baseline Customers

4. Member Agency Working Group March Update
The recent MAWG meeting was held virtually on April 28, 2022 and was attended by 11 different agencies and organizations with a total of 23 participants.
6 Item 2
Attachment 3
Energy Services & Community Relations Update, May 2022
Press Releases
• Local Communities Celebrate Five Years of Clean Energy, Media
• Stanford Now Runs On 100% Renewable Energy
• Los Gatos community briefs for the week of April 8
• Utilidata Launches Grid Edge Advisory Board with NVIDIA • Where to celebrate Earth Day along the Peninsula
• San Mateo exploring ban on natural gas
• Implemented Correctly, Community Choice Energy Can Support Colorado Communities in Their Goals • Gilroy To Discuss Building Efficiency 'Reach Codes’
• Spring Into Green celebrates Los Gatos’ 42nd year as Tree City • Monte Sereno considers future of former city hall,
--------------------- Press Release, 04-28-22
________________ _____/ Patch.com, 03-29-22
__________________ __, The Mercury News, 04-03-22
__________________ ___, A/THOR/TY, 04-07-22
_________________ _____/ The Almanac, 04-14-22
______________ _, San Mateo Daily Journal, 04-15-22
Institute for local self-resilience, 04-20-22
-----------------~ Patch.com, 04-21-22
______________________ ___, The Mercury News, 04-25-22
__________________ The Mercury News, 05-01-22 7
Item 2
Attachment 3
Energy Services & Community Relations Update, May 2022
Item 2
Attachment 4
Leg/Reg Update, May 2022
SVCE Legislative and
Regulatory Update
May 11, 2022
Item 2
Attachment 4
Leg/Reg Update, May 2022
C£)
Policy Updates
Regulatory Update: Legislative Update:

1. Provider of Last Resort (POLR)

2. Resource Adequacy Reform (RA Reform)

3. Integrated Resource Planning (IRP)

4. Voluntary Allocation Market Offer (VAMO)

1. Bill Position Matrix

2. Reviewing Legislation

1. SB 1158 (Becker)

2. AB 2061 (Ting)

3. SB 1020 (Atkins, Laird)

3. Legislative Timeline
2 Item 2
Attachment 4
Leg/Reg Update, May 2022
Item 2
Attachment 4
Leg/Reg Update, May 2022
Key Regulatory Proceedings
Proceeding Purpose Status
Provider of Last
Resort (POLR)
Pro-actively develop rules and regulations for a
POLR should a CCA fail. Key issues include CCA
financial monitoring and Financial Security
Requirements (FSR).

Working with CaICCA to develop proposal to adjust
FSR and counter PG&E's insurance pool proposal.

Resource
Adequacy
Reform
Update resource adequacy rules and accounting
methodology to ensure system reliability. Key
proposals include 24-slice and 2-slice methods.

Awaiting proposed decision from CPUC.

Ensure long-term system planning is on track to meet SVCE has received its share of the two GHG-target state's climate and reliability goals.

Integrated
Resource Plan
(IRP)
for this cycle (38 and 30 MMT). Awaiting further
filing requirements in June.

Voluntary allocation of legacy IOU Renewable Portfolio SVCE assessing contract structure and portfolio fit.

Standard resources to CCAs.

Voluntary
Allocation and
Market Offer
(VAMO)
4 Item 2
Attachment 4
Leg/Reg Update, May 2022
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Item 2
Attachment 4
Leg/Reg Update, May 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
SB 833 (Dodd) Creates grant program for local
government community resiliency plans (Climate Mitigation/Clean Appropriations and to expedite permitting for
distributed energy resources.

Ensures notification to tenants and
property owners for tariff on bill
decarbonization charges.

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.

Support
(Climate Mitigation/Clean
Energy Funding)
Died
5 Support Senate
D
^
Energy Funding) Committee 7
SB 1112
(Becker)
Support
(Fuel Switching and
Electrification)
Support
(per Board direction)
Senate
Appropriations
Committee
SB 1100 Senate Floor
(Cortese)
:6
Support
(per Board direction)
Assembly Local
Government
Committee :6 6
Item 2
Attachment 4
Leg/Reg Update, May 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
Appropriations
Committee
7 Item 2
Attachment 4
Leg/Reg Update, May 2022
CD Additional Legislation
SVCE is actively reviewing the following bills:

Bill Summary SVCE Position Status
SB 1158 (Becker) Requires load serving entities to report hourly electricity purchases. Requires the CPUC to
assess whether reporting demonstrates
"adequate progress" towards GHG targets.

Would require entities to report EV reliability
data by sharing information on EV station
“uptime” (the amount of time the station is
functioning at expected energy levels) as a
condition of receiving state or ratepayer
funding.

Sets interim targets for SB 100’s 100%
renewable energy by 2045 goal. Creates
Climate and Equity Trust Fund to invest in
affordability, transportation/building
electrification, wildfire mitigation, and public
purpose programs.

Reviewing Senate
Appropriations
Committee
AB 2061 (Ting) Reviewing Assembly
Appropriations
Committee
SB 1020 (Atkins,
Laird)
Reviewing Senate
Appropriations
Committee
8 •
•
•
•
•
•
•
•
•
•
•
•
Item 2
Attachment 4
Leg/Reg Update, May 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 SVCE Agenda Look Ahead, May - September 2022
MAY 2022 JUNE 2022 JULY 2022 AUGUST 2022 SEPTEMBER 2022 Board of Directors, May 11: 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
BPO Contract
PPA Agreement
Closed Session:

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

Consent:

Minutes
April 2022 Treasurer Report
PCL Attestation
Committee Reports
Regular Calendar:

Investment Policy
Strategic Plan
Budget Preview
Closed Session:

CEO Review discussion
Board of Directors, September 14:

Consent:

Minutes
May 2022 Treasurer Report
Committee Reports
Regular Calendar:

FY 22-23 Budget Adoption
Strategic Plan Adoption
IRP Update
Closed Session:

CEO Review discussion
Executive Committee, May 27:
eHub Year 1 Recap & Survey Results
Stress Test
BPO Contract
Strategic Plan Update
Executive Committee, June 24:

Investment Policy
Budget Intro
No meeting Executive Committee, August 26:

TBD
Executive Committee, September 23:

TBD
Finance & Administration Committee - May 26
Chair/Vice Chair Selection
Investment Policy
Stress Test Intro
Audit Committee - TBD
Independent Auditor Selection
Audit Committee - TBD
Audit Kick-off
Item 2
Attachment 5
SVCE Board Action Requested - May Update
Date Meeting Where Requested Request/Comment Comments Department 8/11/2021 Board Meeting
Power Supply Contract with the California Community Choice Financing Authority. Note: Under discussion, Director Willey 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 5/5/22
Item 2
Attachment 6

Page 1 of 5 ends

Staff Report – Item 3
Item 3: Delegate Authority to the Chief Executive Officer to Participate in PG&E’s Voluntary Allocation Market Offer Renewable Energy Credit Solicitation and Transact For a Portion of SVCE’s Load Ratio Share Allocation
From: Girish Balachandran, CEO
Prepared by: Monica Padilla, Chief Operating Officer
Charles Grinstead, Senior Manager of Power Resources
Date: 5/11/2022

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority’s (SVCE) Board of Directors authorize SVCE’s Chief Executive Officer (CEO) to participate in Pacific Gas and Electric’s (PG&E) Voluntary Allocation Market Offer (VAMO) for a portion of its load ratio share and execute necessary agreements including the Voluntary Allocation Confirmation under Pacific Gas and Electric (PG&E) and SVCE Master Power Purchase and Sale Agreement.

Approval of this authorization is necessary to help meet SVCE’s Renewable Portfolio Standard (RPS) goals, state-mandated long-term procurement requirements for RPS. The CEO will only exercise the delegated authority should he deem it necessary to meet long-term procurement directives in an amount not to exceed four increments of VAMO allocation and will report back to the Board in a timely fashion.

BACKGROUND
Long-term RPS Procurement
SVCE has established a goal of meeting 100 percent of its power supply with clean energy resources from a mix of RPS eligible resources and other sources of carbon-free energy such as large hydroelectricity. California’s RPS mandates a certain percent of energy be met via eligible renewables and that starting in 2021 at least 65 percent of the RPS be met through contracts of at least ten years in term.

To procure long-term RPS resources, SVCE has participated in four joint Request for Proposals (RFP). The first three RFPs resulted in 13 long-term Power Purchase Agreements for RPS eligible resources including ten new build solar photovoltaic with lithium-ion storage. The last RFP was issued at the end of 2021 and SVCE is in the process of negotiating at least one new long-term PPA for RPS resource. Table 1 is a summary of SVCE’s progress towards meeting the long-term RPS goals and mandates.

Table 1: RPS Under SB100 and SB350 Long-term Contracting Requirement per Compliance Period 2021-2024 2025-2027 2028-2030

1. State Mandated RPS per Compliance Period - % of Retail Sales 40% 50% 60%

2. State Mandated % of Mandated RPS (Row #1) to be Contracted Under RPS Long-term Contracts 65% 65% 65%

3. State Mandated % of Retail Sales with RPS Long-term Contracts (Row 2* Row 1) 26% 33% 39%

4. SVCE: Current Compliance with Row #3: Existing RPS
Achieved with Long-term Contracts 37.6% 60.6% 57.7%
Item 3
/ A"\ SILICON VALLEY
~CLEAN ENERGY
Agenda Item: 3 Agenda Date: 5/11/2022

Page 2 of 5 ends

34910991v1
The SVCE Board approved a five-percent over procurement margin above the state’s mandate per compliance period to allow for delays and even termination of one or more of the PPAs.

VAMO
The California Public Utilities Commission (“CPUC”) opened Rulemaking (“R.”)17-06-026 on June 26, 2017, to review, revise and consider alternatives to the Power Cost Indifference Adjustor (“PCIA”). Among other things, D.18-10-019 opened a second phase of the proceeding with a working group process resulting in four decisions to address three specific topic areas: (1) the market price benchmarks, (2) a voluntary prepayment option, and (3) portfolio optimization and cost reduction of the investor-owned utilities’ (“IOUs”) PCIA portfolios. D.21-05- 030 was issued on May 24, 2021, as part of Phase 2 of the PCIA proceeding. Specifically, D.21-05-030 addresses portfolio optimization activities associated with RPS resources subject to PCIA cost recovery. A Voluntary Allocation and Market Offer (“VAMO”) mechanism was adopted, including authorizing a process for the IOUs to allocate a “slice” of an IOU’s entire PCIA-eligible RPS portfolio to eligible load serving entities (“LSEs”) in proportion to their vintaged, forecasted annual load share.

Under VAMO, LSEs have the option to contract for a long-term allocation, short-term allocation, bid to procure a short-term portion of the PCIA portfolio, or decline all or a portion of their allocation. Due to the contract term requirements of SB350, the long-term allocation would be the only contract that would contribute to the compliance requirement.

DISCUSSION
SVCE’s PPAs face significant delay and termination risk, especially new build projects for solar and solar with storage. Conditions beyond SVCE’s control including the COVID pandemic, global supply chain issues, interconnection backlogs and recent investigation by the Department of Commerce on panel imports from certain Asian countries have resulted in major delays of many of the new build projects. Staff expects to meet the RPS long-term procurement mandates, however, if multiple PPAs are terminated, SVCE is at risk of not meeting long-term RPS requirements and therefore will need to procure additional long-term resources and have them deliver as soon as 2023.

PG&E’s PCIA-eligible RPS portfolio is quite significant at approximately 18,000 GWhs a year representing four and half times SVCE’s entire load. A large share of PG&E’s portfolio is from Portfolio Content Category One (“PCC1”) resources with 84% coming from solar PV and wind as shown below.

Participation in VAMO will enable SVCE to receive an allocation of these long-term RPS resources starting in 2023 from projects which already exist and therefore have no development risk. These resources are made 2% 7% 2%
5%
57%
27%
PCC1 Portfolio Mix
Biogas: Digester Gas Biomass Geothermal Small Hydro Solar PV Wind Item 3
■ ■ ■ ■ ■ ■
Agenda Item: 3 Agenda Date: 5/11/2022

Page 3 of 5 ends

34910991v1
available at a variable price, unlike the pricing structure of SVCE’s negotiated fixed-price contracts. These variable price contracts are made available at an energy index price plus a Renewable Energy Certificate (“REC”) adder based on an annual Market Price Benchmark (“MPB”).

Participation in VAMO also carries uncertainty around resource types, quantity, REC price and term.

Additionally, PG&E’s portfolio consists of pre-2009 vintaged resources referred to as PCC0 which may include out-of-state RPS resources (“PCC2”) and un-bundled RECs (“PCC3”) which are both limited from an annual compliance standpoint and carry reportable greenhouse gas emissions.

The following is a description of the major VAMO elements and concerns.

Voluntary Allocations

1. Slice Elections, Costs based on Market Price Benchmarks Voluntary Allocations comprise a “slice” of an IOU’s entire PCIA-eligible RPS portfolio. LSEs will be offered allocations of the PCIA-eligible RPS portfolio in proportion to their vintaged, forecasted annual load share. Each election shall be made in 10 percent increments of the LSE’s vintaged, forecasted annual load share.

LSEs electing to accept allocations shall be required to pay the applicable year’s market price benchmark (MPB) for RPS attributes received and may be required to meet certain credit or collateral requirements, netting agreement, or other commercial arrangements. For reference the 2021 published MPB and 2022 forecasted MPB is in the table below, as well a long-term projection of PCC1 prices.

Table 2 2021 Final MPB Adders and 2022 Forecast MPB Adders for California RPS 2021 Final Adders
RPS Adder $14.23
2022 Forecast Adders
RPS Adder $13.70
Table 3 Long Term REC Forecast
Years 2023 2024 2025 2026 2027 2028 2029 2030
Rec Forecast $ 13.75 $ 14.00 $ 18.24 $ 16.44 $ 14.23 $ 11.98 $ 11.28 $ 10.99

2. Term and Energy Forecasts
Long-term allocations shall last through the end of the term of the longest contract in the PCIA vintage, with the exclusion of evergreen contracts and utility-owned generation resources. Once accepted, the LSE may not decline its long-term allocation election in future years.

An LSE’s long-term allocation election shall be set at a fixed percentage of its forecasted, vintaged, annual load share. Both the LSE’s forecasted vintaged, annual load shares and the RPS energy deliveries will change from year to year based on the updated forecasts of vintaged, annual loads and the actual RPS energy volumes realized in each year of the allocation term.

3. Resource Pool Changes to Voluntary Allocation
Certain contracts may terminate, and new contracts may start deliveries during an allocation year; each IOU will provide notice of any anticipated changes to LSEs in information on their Voluntary Allocations. Due to this shifting of the underlying resource pool, SVCE will have less certainty in the resource mix it has under contract than it typically would with standard REC purchases.

Item 3
I
I
Agenda Item: 3 Agenda Date: 5/11/2022

Page 4 of 5 ends

34910991v1

4. PCC0 Classification Issue
The IOUs recommended that RECs eligible for PCC0 classification that are allocated from the IOUs’ PCIA eligible RPS portfolios to eligible LSEs through the Voluntary Allocation process retain their PCC0 classification eligibility, with the same benefits and limitations that apply to the IOUs’ use of PCC0 RECs. Unfortunately, the Commission and other agencies has yet to rule on this matter in R.18-07-003. PG&E makes no representation or warranty concerning PCC categorization of allocated product in its VA Contract. Further, the VA Contract provides the LSE the right to account for or report the allocated products to a governmental entity. Thus, any CPUC resolution of the IOU’s proposal will not impact the terms and conditions of the VA Contract. This remains as a large regulatory concern for VAMO, as a reclassifications of PCC0s to PCC2 or PCC3 would have negative power content label impacts.

5. Resource Mix of the PG&E PCIA Resource Pools
Staff has analyzed the resource mix of PG&E’s PCIA RPS portfolio. As discussed above, PCC0 resources have been categorized as they may have certain policy/compliance impacts should SVCE receive those energy deliveries. In Table 4, Eligible Voluntary Allocation Volumes, staff estimates PCC0 and PCC1 deliveries for the 2023-2030 delivery period.

Table 4 Illustration of Eligible Voluntary Allocation Volumes (MWhs) 2023 2024 2025 2026 2027 2028 2029 2030
Est. PCC0 Portfolio 10,939,028 10,708,643 10,581,805 10,071,244 9,795,777 9,739,669 9,153,950 9,101,261 Est. PCC1 Portfolio 7,048,344 7,068,000 7,091,589 7,169,889 7,226,926 7,434,485 7,596,384 7,735,959 SVCE Share % 5.6% 5.6% 5.6% 5.6% 5.6% 5.6% 5.6% 5.6%
Est. SVCE Share PCC0 612,586 599,684 592,581 563,990 548,564 545,421 512,621 509,671 Est. SVCE Share PCC1 394,707 395,808 397,129 401,514 404,708 416,331 425,398 433,214 Est. SVCE Share 1,007,292 995,492 989,710 965,503 953,271 961,752 938,018 942,884 Participation and Commitment
PG&E is required to administer the Voluntary Allocation process no more than once for every RPS compliance period. The first opportunity to commit is expected to be late May 2022. SVCE can elect to participate in the Voluntary Allocation portion of VAMO for a share of its allocation in increments of ten percent. SVCE’s share of PG&E’s portfolio is 5.6% or approximately 1,000,000 MWhs annually. Should SVCE take its full allocation, this would provide for an additional 25% RPS resources, which is significantly more than what SVCE needs to meet long-term RPS mandates. Instead SVCE will consider a minimum increment or 2.5% of SVCE’s RPS or 100,000 MWhs up to four increments equivalent to approximately a 10% RPS. aStaff will continue to monitor development delays in its PPAs and assess termination risk. The CEO will exercise his authority to participate in VAMO only if deemed necessary to ensure compliance with long-term RPS mandates and to meet the Board-approved over-procurement target of five percent.

Commitment will be memorialized through PG&E’s Voluntary Allocation Confirmation and subject to the terms and conditions under the Board-approved PG&E and SVCE Master Power Purchase and Sale Agreement.

ALTERNATIVES
While participation in VAMO will help SVCE meet its long-term RPS procurement mandate through a set of existing renewable resources, there are many unfavorable aspects of VAMO including SVCE’s inability to specify the type of resource it desires and the commitment term. Nine percent of PG&E’s RPS PCC1 portfolio is comprised of biomass and biogas resources which carry reportable greenhouse gas emissions. Additionally, the REC adder will change annually with the PCIA MPB and the actual volume delivered will be determined based on other portfolio optimization efforts carried out by PG&E.

In addition to evaluating participation in VAMO, staff will issue a new RFP for long-term PCC1 resources sourced from existing eligible renewable projects to meet a portion of the long-term RPS as needed. If the Item 3
Agenda Item: 3 Agenda Date: 5/11/2022

Page 5 of 5 ends

34910991v1
RFP results in insufficient eligible resources and SVCE elects not to participate in VAMO, SVCE may be subject to non-compliance penalties assessed by the CPUC.

STRATEGIC PLAN
SVCE’s Strategic Plan, Goal #5: Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner; Measure 1: Achieve SVCE 100% Clean goals; exceed long-term RPS mandate of 65%; meet RA obligations; meet IRP procurement mandates.

FISCAL IMPACT
The PG&E Confirmation, if executed, will begin delivery in January 2023 and funds will be budgeted to cover the cost as part of the fiscal year 2023 budget.

ATTACHMENTS

1. PG&E’s Voluntary Allocation Confirmation
Item 3
Sidney Bob Dietz II
Director
Regulatory Relations
Pacific Gas and Electric Company
77 Beale St., Mail Code B13U
P.O. Box 770000
San Francisco, CA 94177
Fax: 415-973-3582
April 11, 2022
Advice 6517-E-A
(Pacific Gas and Electric Company U 39 E)
Public Utilities Commission of the State of California
Subject: Supplemental: Tier 2 Advice Letter of Pacific Gas and Electric Company Requesting Approval of Voluntary Allocation Contract for Power Charge Indifference Adjustment Eligible Renewables Portfolio Standard Resources
Purpose
Pacific Gas and Electric Company (“PG&E”) submits this supplemental advice letter to provide changes to the Voluntary Allocation contract (“VA Contract”) as originally submitted in Advice Letter (“AL”) 6517-E submitted on February 28, 2022 in compliance with Decision (“D.”) 22-01-004. The proposed changes are made to address the California Community Choice Association (“CalCCA”) protest to AL 6517-E filed on March 21, 2022.

While the VA Contract is being changed in this supplemental advice letter, the rest of AL 6517-E remains unchanged.

Background
On February 28, 2022, PG&E submitted AL 6517-E in compliance with Ordering Paragraph 6 of D.22-01-004, which required PG&E to submit a Tier 2 advice letter proposing a Voluntary Allocation of Power Charge Indifference Adjustment (“PCIA”) eligible renewables portfolio standard (“RPS”) resource pro forma contract within 10 days of submission of its Final 2021 RPS Procurement Plan (“RPS Plan”). On March 21, 2022, the Alliance for Retail Energy Markets (“AReM”) and the CalCCA each protested PG&E’s AL. CalCCA’s protest included several recommendations for changes to the VA Contract.

On March 28, 2022, PG&E replied to the AReM and CalCCA protests, indicating that PG&E can accommodate certain of the CalCCA recommendations through revisions to its proposed VA Contract.

Item 3
Attachment 1
m Pacific Gas and
Electric Company•
Advice 6517-E-A - 2 - April 11, 2022
Voluntary Allocation Contract
PG&E’s proposed updated VA Contract is provided as Attachment 1 to this AL. A redline of the updated VA Contract to the contract filed on February 28, 2022 is included as Attachment 2. Below is a summary of the changes:

CalCCA Recommendation Updated VA Contract
Permit Load Serving Entities (“LSEs”) to
take an entire slice of the portfolio,
including the ability to take short-term
volumes from long-term resources.

Product definition has been redefined to
incorporate Energy and Renewable
Energy Credits from both the short-term
and long-term resource pools. LSEs may
elect to take short-term deliveries from the
short-term resource pool and/or long-term
resource pool, and long-term deliveries
from the long-term resource pool.

Require notice provisions for changes to
resource pools.

PG&E will provide notice of any changes
to the resource pool as soon as
reasonably practicable, provided that
expiry of a power purchase agreement
already identified in the VA Contract will
not require such notice.

Limit PG&E’s ability to remove a resource
from the resource pool if it is no longer
PCIA eligible.

Include clarification that PG&E can
remove the resource from the resource
pool if it is no longer PCIA eligible due to
an order or direction from a governmental
authority or governmental entity.

Protest
PG&E asks that the Commission, pursuant to GO 96-B, General Rule 7.5.1, maintain the original protest and comment period designated in AL 6517-E and not reopen the protest period.

Effective Date
Pursuant to General Order (GO) 96-B, Rule 5.2, and OP 6 of D.22-01-004, this AL is submitted with a Tier 2 designation which is the same tier designation of the original AL 6517-E. AL 6517-E was suspended for a period up to 120 days, therefore there is no need to extend the effective date. The effective date of AL 6517-E remains suspended until disposition by Energy Division.

Notice
In accordance with General Order 96-B, Section IV, a copy of this advice letter is being sent electronically to parties shown on the attached list and the parties on the service list Item 3
Attachment 1
Advice 6517-E-A - 3 - April 11, 2022
for R. 17-06-026 and R. 18-07-003. Address changes to the General Order 96-B service list should be directed to PG&E at email address [email protected]. For changes to any other service list, please contact the Commission’s Process Office at (415) 703-2021 or at [email protected]. Send all electronic approvals to [email protected]. Advice letter submittals can also be accessed electronically at:
http://www.pge.com/tariffs/.
/S/
Sidney Bob Dietz II
Director, Regulatory Relations
Attachments:

Attachment 1: VA Contract - CLEAN
Attachment 2: VA Contract - REDLINE
cc: Service Lists R. 17-06-026 and R. 18-07-003
Item 3
Attachment 1

ADVICE LETTER

SUMMARY

ENERGY UTILITY
Company name/CPUC Utility No.:

Utility type:

Phone #:

EXPLANATION OF UTILITY TYPE

ELC GAS

PLC HEAT
MUST BE COMPLETED BY UTILITY (Attach additional pages as needed) Advice Letter (AL) #:

WATER
E-mail:

E-mail Disposition Notice to:

Contact Person:

ELC = Electric
PLC = Pipeline
GAS = Gas
HEAT = Heat WATER = Water
(Date Submitted / Received Stamp by CPUC)
Subject of AL:

Tier Designation:

Keywords (choose from CPUC listing):

AL Type: Monthly Quarterly Annual One-Time Other:

If AL submitted in compliance with a Commission order, indicate relevant Decision/Resolution #:

Does AL replace a withdrawn or rejected AL? If so, identify the prior AL:

Summarize differences between the AL and the prior withdrawn or rejected AL:

Confidential treatment requested? Yes No
If yes, specification of confidential information:

Confidential information will be made available to appropriate parties who execute a nondisclosure agreement. Name and contact information to request nondisclosure agreement/ access to confidential information:

Resolution required? Yes No
Requested effective date: No. of tariff sheets:

Estimated system annual revenue effect (%):

Estimated system average rate effect (%):

When rates are affected by AL, include attachment in AL showing average rate effects on customer classes (residential, small commercial, large C/I, agricultural, lighting).

Tariff schedules affected:

Service affected and changes proposed1:

Pending advice letters that revise the same tariff sheets:
1 Discuss in AL if more space is needed. ✔
Supplemental: Tier 2 Advice Letter of Pacific Gas and Electric Company Requesting Approval of Voluntary Allocation Contract for Power Charge Indifference Adjustment Eligible Renewables Portfolio Standard Resources
[email protected]
N/A
✔
Compliance Clear Form 6517-E-A 2
N/A N/A ✔
Kimberly Loo N/A ✔
No Pacific Gas and Electric Company (ID U39 E) 3/30/22 0 (415)973-4587 [email protected] N/A D.22-01-004
Item 3
Attachment 1
California Public Utilities Commission
□ □ □
□ □
□ □ □ □ □
□ □
□ □
I
California Public Utilities Commission
Energy Division Tariff Unit Email:

[email protected]
Protests and correspondence regarding this AL are to be sent via email and are due no later than 20 days after the date of this submittal, unless otherwise authorized by the Commission, and shall be sent to:

Contact Name:

Title:

Utility/Entity Name:

Telephone (xxx) xxx-xxxx:

Facsimile (xxx) xxx-xxxx:

Email:

Contact Name:

Title:

Utility/Entity Name:

Telephone (xxx) xxx-xxxx:

Facsimile (xxx) xxx-xxxx:

Email:

CPUC
Energy Division Tariff Unit
505 Van Ness Avenue
San Francisco, CA 94102
Director, Regulatory Relations Clear Form Pacific Gas and Electric Company [email protected] Sidney Bob Dietz II, c/o Megan Lawson Item 3
Attachment 1
Advice 6517-E-A
April 11, 2022
Attachment 1
VA Contract - CLEAN
Item 3
Attachment 1
1 MASTER POWER PURCHASE AND SALE AGREEMENT

RENEWABLES PORTFOLIO STANDARD ENERGY ALLOCATION

CONFIRMATION LETTER

BETWEEN
[NAME] (“PARTY A”)
AND
PACIFIC GAS AND ELECTRIC COMPANY (“PARTY B”)
This confirmation letter (“Confirmation”) confirms the Transaction between [Name, place of formation, and type of entity] (“Party A” or “Buyer”), and Pacific Gas and Electric Company, a California corporation, (“Party B” or “Seller”), each individually a “Party” and together the “Parties”, which becomes effective on the date fully executed by both Parties (the “Confirmation Effective Date”), in which Seller agrees to provide to Buyer Product, as such term is defined in this Confirmation. This Transaction is governed by the Master Power Purchase and Sale Agreement between the Parties, effective as of [Date of EEI Master between Parties], together with the Cover Sheet, [the Collateral Annex and Paragraph 10 to the Collateral Annex,] and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation, have the meanings specified for such terms in the Master Agreement, the RPS (defined herein) or the Tariff (defined herein), as applicable. If there is a conflict between the terms in this Confirmation and those in the Master Agreement, this Confirmation shall control. Section references herein are to this Confirmation unless otherwise noted.
[Standard contract terms and conditions shown in shaded text are those that “may not be modified” per CPUC Decisions (“D.”) 07-11-025; D.10-03-021, as modified by D.11-01-025; and D.13-11-024.]
ARTICLE 1

PRODUCT

1.1 Product. “Product” means (a) all RPS Energy and Green Attributes generated and associated with the non-Greengate Resources in the Resource Pools, and (b) all Green Attributes associated with the Greengate Resources in the Resource Pools. During the Delivery Period, Seller shall provide Buyer Product equal to the Total Allocation Amount.

1.2 Buyer’s Exclusive Right. Buyer has exclusive right to Product for the Total Allocation Amount, including the right to account for or report Product equal to the Total Allocation Amount to a Governmental Entity.

ARTICLE 2

TOTAL ALLOCATION AMOUNT

2.1 Total Allocation Amount. “Total Allocation Amount” means the sum of the Total Short-Term Allocation Amount and the Total Long-Term Allocation Amount.

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2 2.2 Total Short-Term Allocation Amount. The “Total Short-Term Allocation Amount” is the sum of all Monthly Short-Term Allocation Amounts in the Delivery Period. For every month in the Delivery Period, the “Monthly Short-Term Allocation Amount” will be the sum of all PCIA Short-Term Allocation Amounts in the month, where a “PCIA Short-Term Allocation Amount” will be calculated for every PCIA vintage applicable to Buyer as the sum of (a) the product of (i) Short-Term A Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Short-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales, plus (b) the product of (i) Short-Term B Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Long-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales.

2.3 Total Long-Term Allocation Amount. The “Total Long-Term Allocation Amount” is the sum of all Monthly Long-Term Allocation Amounts in the Delivery Period. For every month in the Delivery Period, the “Monthly Long-Term Allocation Amount” for a month will be the sum of all PCIA Long-Term Allocation Amounts in the month, where a “PCIA Long-Term Allocation Amount” will be calculated for every PCIA vintage applicable to Buyer as the product of (i) Long-Term Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Long-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales.

2.4 Allocation Election. The “Short-Term A Allocation Election,” “Short-Term B Allocation Election,” and “Long-Term Allocation Election” are the percentages specified in the table below and must be denoted in ten (10) percent increments. The sum of the Short-Term B Allocation Election and Long-Term Allocation Election must be equal to or less than one hundred percent (100%).

2.5 Change in Resource Pools. Seller may remove a Resource from the Resource Pools for the following reasons: (i) if Seller’s power purchase agreement corresponding to the Resource has expired or is terminated, (ii) if the Resource is no longer in Seller’s PCIA-eligible portfolio due to an order or direction from a Governmental Authority or Governmental Entity, or (iii) if the Resource is owned by Seller but ceases operation for Seller. Seller may add Resources to the Resource Pools in the following ways: (a) Seller may add Resources with PCIA vintages corresponding to the PCIA vintages where Buyer has an Allocation Share, or (b) Seller may add Resources from Customer Programs listed in Appendix D. With the exception of expirations of Seller’s power purchase agreements listed in Appendix B, Appendix C, and Appendix D, Seller will provide Notice to Buyer identifying the facility or facilities that constitute the Resources being removed or added to the Resource Pools as soon as reasonably practicable. Seller shall retain the sole and absolute discretion to modify, enforce, or terminate its power purchase Product Allocation Election
Short-Term A [Buyer to fill in] %
Short-Term B [Buyer to fill in] %
Long-Term [Buyer to fill in] %
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3 agreements for Resources during the Delivery Period. Buyer shall not have any right to or discretion to request changes to the Resources or the Resource Pools during the Delivery Period.

2.6 Third Party Sales. From the Confirmation Effective Date throughout the Delivery Period, Seller shall have the right to sell all or any portion of Product to a third party (“Third Party Sale”). The amount of Third Party Sales will be incorporated in the calculation of the Monthly Short-Term Allocation Amount and Monthly Long-Term Allocation Amount for the applicable month in accordance with Article 2.

ARTICLE 3

DELIVERY

3.1 Delivery. Throughout the Delivery Period, Seller shall deliver, and Buyer shall receive, Product in accordance with the Confirmation. Seller, or a qualified third party designated by Seller, will act as Scheduling Coordinator to deliver Product in each hour to the CAISO at the Delivery Point. Buyer shall take title and risk of loss of Product at the applicable Delivery Point selected by Seller.

3.2 Delivery Point. The “Delivery Point” is and shall mean where Seller, or a qualified third party designated by Seller, shall deliver to, and Buyer shall take possession of, Product, which shall be NP 15, SP 15, and/or ZP 26, as selected by Seller, except for Product from Greengate Resources, which will be conveyed in accordance with Article 4.

3.3 Delivery Period. The “Delivery Period” shall commence on January 1, 2023 and last through and until (a) December 31, 2024 for deliveries of the Short-Term Allocation Amount and/or (b) the Long-Term End Date for deliveries of the Long-Term Allocation Amount; provided that with regards to the Green Attributes portion of Product, the Delivery Period shall last through and until that date upon which the amount of Green Attributes conveyed to Buyer meets the Total Allocation Amount. The Long-Term End Date will be determined by comparing the end dates of all power purchase agreements for Resources in the Long-Term Resource Pool with a PCIA vintage applicable to Buyer, and the latest end date will be the “Long-Term End Date.” ARTICLE 4

CONVEYANCE OF GREEN ATTRIBUTES

4.1 Green Attributes. Seller represents and warrants that Seller holds the rights to such Green Attributes from the Resources in the Resource Pools and Seller agrees to convey such Green Attributes to Buyer as included in the delivery of Product from the Resources in the Resource Pools subject to the terms and conditions of this Agreement.

4.2 Conveyance of Green Attributes. Seller shall convey to Buyer the Green Attributes associated with Product no later than twenty-five (25) Business Days once the following have occurred: (a) Seller has obtained the WREGIS Certificates for the Green Attributes for the applicable Calculation Period or calendar year and (b) Seller has received Buyer’s payment of the Monthly Cash Settlement Amount in accordance with Article 5 herein. Since WREGIS Certificates will only be created for whole MWh amounts of RPS Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. During the Delivery Period, Seller shall Item 3
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4 transfer all right, title, and interest in and to the WREGIS Certificates to Buyer’s WREGIS account in an aggregate amount equivalent to the Total Allocation Amount.

4.3 WREGIS Certificate True-Up. A “WREGIS Certificate True-Up” means any deficit or surplus in WREGIS Certificates delivered to Buyer for a calendar month as compared to the sum of the (a) Monthly Short-Term Allocation Amount, plus (b) the Monthly Long-Term Allocation Amount for the same calendar month (“True-Up Month”). Any adjustments to resolve a WREGIS Certificate True-Up will be made as an adjustment on Seller’s monthly invoice to Buyer in accordance with Article 5, provided that no adjustments will be made for any WREGIS Certificate True-Up after twenty-four (24) months from the True-Up Month.

ARTICLE 5

COMPENSATION

5.1 Calculation Period. The “Calculation Period” shall be each calendar month or portion thereof that Delivery was conveyed to Buyer.

5.2 Monthly Cash Settlement Amount. Buyer shall pay Seller the Monthly Cash Settlement Amount, in arrears, for each Calculation Period.

The “Monthly Cash Settlement Amount” for a particular Calculation Period shall be equal to (a) plus (b) minus (c), where:
(a) equals the product of the (i) Index Price multiplied by (ii) the sum of (x) Monthly Short-Term Allocation Amount, plus (y) Monthly Long-Term Allocation Amount; and
(b) equals the product of (i) either (x) the forecasted RPS MPB for the applicable year, or (y) if available, the final RPS MPB for the applicable year, multiplied by (ii) the sum of (a) Monthly Short-Term Allocation Amount, plus (b) Monthly Long-Term Allocation Amount; and
(c) equals the product of the (i) Index Price multiplied by (ii) the sum of (x) Monthly Short-Term Allocation Amount, plus (y) Monthly Long-Term Allocation Amount.

5.3 Annual Cash Settlement Amount. By March 31 of each calendar year, Seller will perform a true-up process for every Monthly Cash Settlement Amount from the previous year (“Annual Cash Settlement Amount”), where Seller will recalculate every Monthly Cash Settlement Amount from the prior calendar year that used the forecasted RPS MPB to instead use the final RPS MPB in congruence with Section 5.2.
(a) If, after determination of the Annual Cash Settlement Amount, Buyer owes Seller, Seller will invoice Buyer on the next monthly invoice. (b) If, after determination of the Annual Cash Settlement Amount, Seller owes Buyer, Seller shall credit Buyer within each future monthly invoice until the Annual Cash Settlement Amount is paid. If Seller owes Buyer and there are no remaining Calculation Item 3
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5 Periods, Seller shall pay Buyer the remaining Annual Cash Settlement Amount balance on the last monthly invoice.

5.4 Payment. Notwithstanding anything to the contrary in Article Six of the Master Agreement, Buyer shall pay Seller the Monthly Cash Settlement Amount four (4) calendar months following the applicable Calculation Period and on or before the later of: (a) the twenty-fifth (25th) day of the month in which Buyer receives from Seller an invoice for the Calculation Period to which the Monthly Cash Settlement Amount pertains, or (b) within fifteen (15) days following receipt of an invoice issued by Seller for such applicable Calculation Period, provided that if such payment due date is not a Business Day, then on the next Business Day. This provision shall survive termination or expiration of the Agreement for all amounts due prior to such termination or expiration.

ARTICLE 6

CREDIT TERMS
The credit and collateral terms set forth in the Master Agreement shall not apply to either Party to this Confirmation.

ARTICLE 7
SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1 Seller Representations and Warranties. Seller, and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement that: (i) the Project qualifies and is certified by the CEC as an Eligible Renewable Energy Resource (“ERR”) as such term is defined in Public Utilities Code Section 399.12 or Section 399.16; and (ii) the Project’s output delivered to Buyer qualifies under the requirements of the California Renewables Portfolio Standard. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law. (a) For the avoidance of doubt, the term “Project” as used in the immediately preceding paragraph means Resources in the Resource Pool, and the phrase “Delivery Term” means the Delivery Period.

7.2 Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.
(a) For the avoidance of doubt, the phrase “Delivery Term” as used in the immediately preceding paragraph means the Delivery Period.

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6 7.3 Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (a) For the avoidance of doubt, the term “contract” as used in the immediately preceding paragraph means this Confirmation, and the phrase “first delivery” means the first date of the Delivery Period.

7.4 In addition to the foregoing, Seller warrants, represents and covenants, as of the Confirmation Effective Date and throughout the Delivery Period, that:
(a) Seller has the contractual rights to sell all right, title, and interest in Product required to be delivered hereunder;
(b) at the time of delivery, all rights, title, and interest in Product required to be delivered hereunder are free and clear of all liens, taxes, claims, security interests, or other encumbrances of any kind whatsoever;
(c) Seller shall not substitute or purchase any Product from any generating resource other than the Resources in the Resource Pools hereunder; and (d) the facility(s) designated by Seller as the Resources in the Resource Pools and all electrical output from the facility(s) designated as the Resources in the Resource Pools are, or will be, by the first date of the Delivery Period, registered with WREGIS as RPS-eligible.

ARTICLE 8

TERMINATION AND CALCULATION OF TERMINATION PAYMENT
In the event this Transaction becomes a Terminated Transaction pursuant to Section 5.2 of the Master Agreement, then the Settlement Amount with respect to this Transaction shall not be calculated in accordance with the Master Agreement, but instead shall be calculated as follows:

The Non-Defaulting Party shall determine its Gains and Losses by determining the Market Quotation Average Price for the Terminated Transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts, to obtain the Market Quotation Average Price with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for the Terminated Transaction in a commercially reasonable manner by calculating the arithmetic mean of the quotes of at least three (3) Broker or Index Quotes based on the offers to sell or bids to buy, as applicable, obtained for transactions substantially similar to the Terminated Transaction. Such Broker or Index Quotes must be obtained assuming that the Party obtaining the quote will provide sufficient credit support for the proposed transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts to obtain at least three (3) such Broker or Index Quotes with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by reference to information supplied to it by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets.

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7 Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information; provided, however, that such third parties shall not be Affiliates of either Party. Only in the event the Non-Defaulting Party is not able, after using commercially reasonable efforts, to obtain such third-party information, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner using relevant market data it has available to it internally. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Transaction, the Settlement Amount for this Transaction will be zero.

ARTICLE 9

GENERAL PROVISIONS

9.1 Buyer Audit Rights. In addition to any audit rights provided under the Master Agreement, Seller shall, upon the Confirmation Effective Date and continuing until the end of the Delivery Period, provide documentation (which may include, for example, WREGIS reports) sufficient to demonstrate that Product has been conveyed and delivered to Buyer.

9.2 Governing Law.
(a) Notwithstanding any provision to the contrary in the Master Agreement, the Governing Law applicable to this Agreement shall be as set forth herein. This Section 9.2 does not change the Governing Law applicable to any other confirmation or transaction entered into between the Parties under the Master Agreement. (b) Governing Law. This agreement and the rights and duties of the parties hereunder shall be governed by and construed, enforced and performed in accordance with the laws of the state of California, without regard to principles of conflicts of law. To the extent enforceable at such time, each party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this agreement.

ACKNOWLEDGED AND AGREED TO:

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8 Buyer, or Party A:
[NAME, place of formation, and type of
entity]
Sign:

Print:

Title:

Date:

Seller, or Party B:

PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation
Sign:

Print:

Title:

Date:

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APPENDIX A

DEFINED TERMS
Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“Allocation Share” means Buyer’s most recent PCIA-vintaged share of RPS Energy, as determined by Seller, through Seller’s load forecasting processes to establish energy procurement revenue requirements for rate-setting purposes, within Energy Resource Recovery Account and/or Resource Adequacy proceedings, or successor proceedings. As of the Confirmation Effective Date, Buyer’s Allocation Share is listed in Appendix E. “Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Product, or the terms of the Agreement.
“Annual Cash Settlement Amount” has the meaning set forth in Section 5.3. “Balancing Authority” has the meaning set forth in the Tariff. “Business Day” means all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed, and shall be between the hours of 8:00 a.m. and 5:00 p.m. Pacific Prevailing Time for the relevant Party’s principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom written communications or payment or delivery is being sent and by whom written communications or payment or delivery is to be received. “Buyer” means Party A.
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“Confirmation Effective Date” means the date in which the Confirmation is fully executed by both Parties.
“CPUC” means the California Public Utilities Commission. “California Renewables Portfolio Standard” or “RPS” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub. Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-025, D.11-12-020, D.11-12-052, D.12-06-038 and D.14-12-023, and as may be modified Item 3
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by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“CEC” means the California Energy Commission.
“CPUC” means the California Public Utilities Commission. “Customer Programs” means Green Tariff Shared Renewables (GTSR) and Disadvantaged Communities (DAC) programs.
“Disadvantaged Communities” or “DAC” means the DAC-Green Tariff program, as set forth in CPUC Decision 18-06-027, as such decision may be amended from time to time or as further defined or supplemented by any law, rule, regulation, or other legal or regulatory determination by a court or Governmental Authority.
“Delivery Period” has the meaning set forth in Section 3.3. “Delivery Point” has the meaning set forth in Section 3.2. “Energy” means electrical energy, measured in MWh.
“Energy Resource Recovery Account” means the balancing account where utilities, including Seller, record and track energy procurement costs, as described in CPUC Decision D.02- 10-062 and subsequent CPUC decisions addressing Energy Resource Recovery Account issues, as those obligations may be altered from time to time.
“FERC” means the Federal Energy Regulatory Commission.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Resource, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (a) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by Law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere ; (c) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state Law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local Law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Electric Energy. Green Attributes do not include (i) any Electric Energy, capacity, reliability or other power attributes from the Resource, (ii) production tax credits associated with the construction or operation of the Resource and other financial incentives in the form of credits, reductions, or Item 3
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allowances associated with the Resource that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Resource for compliance with local, state, or federal operating and/or air quality permits. If the Resource is a biomass or biogas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Resource. “Green Tariff Shared Renewables” or “GTSR” means the Green Tariff Shared Renewables Program implemented per Senate Bill (SB) 43 (Stats. 2013, ch. 413 (Wolk)) and CPUC Decision 15-01-051.
“Greengate Resources” means the Halkirk I Wind Project, Blackspring Ridge IA Wind Project, and Blackspring Ridge IB Wind Project (all affiliates of Greengate Power Corporation). “Governmental Authority” or “Governmental Entity” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement. “Index Price” means the Trading Hub price (as defined in the Tariff) measured in $/MWh, for each MWh of Product, and associated with the Product to the Delivery Point for each applicable hour as published by the CAISO on the CAISO website; or any successor thereto, unless a substitute publication and/or index is mutually agreed to by the Parties. “Long-Term Allocation Election” is the percentage specified in Section 2.4. “Long-Term End Date” has the meaning set forth in Section 3.3. “Long-Term Resource Pool” means Seller’s Resources in Appendix C reflecting power purchase agreements with terms that have 10 years or more remaining from the start of the Delivery Period.
“MWh” means megawatt-hour.
“Monthly Cash Settlement Amount” has the meaning set forth in Section 6.2. “Monthly Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “Monthly Short-Term Allocation Amount” has the meaning seat forth in Section 2.2. “PG&E” means the Pacific Gas and Electric Company, its successors and assigns. “PCIA” or “Power Charge Indifference Adjustment” is a charge to ensure that both PG&E customers and those who have left PG&E service to purchase electricity from other providers pay for the above-market costs for electric generation resources that were procured by PG&E on their Item 3
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behalf. “Above market” refers to expenditures for generation resources that cannot be fully recovered through sales of these resources at current market prices. “PCIA Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “PCIA Short-Term Allocation Amount” has the meaning set forth in Section 2.2. “Product” has the meaning set forth in Section 1.1.
“Renewable Energy Credits” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision 08-08-028, as may be amended from time to time or as further defined or supplemented by Law.
“Resource(s)” means generation units owned by Seller or contracted by Seller, which corresponding costs are recovered through the PCIA.
“Resource Adequacy” or “RA” means the procurement obligation of load serving entities, as such obligations are described in CPUC Decisions D.04-10-035 and D.05-10-042 and subsequent CPUC decisions addressing Resource Adequacy issues, as those obligations may be altered from time to time, and all other capacity procurement obligations established by any other entity, including the CAISO.
“Resource Pools” means the Short-Term Resource Pool (Appendix B) and Long-Term Resource Pool (Appendix C).
“RPS Energy” means the Energy generated from Resources from the applicable Resource Pool(s).
“RPS Market Price Benchmark” or “RPS MPB” means the estimated incremental value of each unit of RPS-eligible energy that is attributable to the fact of that eligibility, in $/MWh, as defined in CPUC D.19-10-001 or subsequent CPUC Decisions defining calculations of the RPS MPB for PCIA purposes.
“Scheduling Coordinator (SC)” means an entity certified by the CAISO to perform the functions as described in the Tariff.
“Seller” means Party B.
“Short-Term A Allocation Election” is the percentage specified Section 2.4. “Short-Term B Allocation Election” is the percentage specified in Section 2.4. “Short-Term Resource Pool” means Seller’s Resources in Appendix B reflecting power purchase agreements with terms that have less than 10 years remaining from the start of the Delivery Period.

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“Tariff” means the FERC-approved California Independent System Operator Tariff, including any current CAISO-published “Operating Procedures” and “Business Practice Manuals,” as may be amended, supplemented or replaced from time to time. “Third Party Sale” has the meaning set forth in Section 2.6. “Total Allocation Amount” has the meaning set forth in Section 2.1. “Total Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “Total Short-Term Allocation Amount” has the meaning set forth in Section 2.2. “WREGIS” means the Western Renewable Energy Generation Information System or any successor renewable energy tracking program.
“WREGIS Certificate” has the same meaning as “Certificate” as defined by WREGIS in the WREGIS Operating Rules and are designated as eligible for complying with the California Renewables Portfolio Standard.

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B-1

APPENDIX B

LIST OF RESOURCES IN SHORT-TERM RESOURCE POOL
Resource Name Technology CEC RPS ID PCIA
Vintage
End Date
Olsen Power Partners Small Hydro 60175 Non-Vintaged 12/31/2026 El Nido Biomass Facility Biomass 60473 2005 2/8/2031
Chowchilla Biomass Facility Biomass 60471 2005 2/8/2031 Klondike Wind Power III Project Wind 60602 2007 3/31/2023 CalRenew-1 Solar PV 60475 2015 4/29/2030
Shiloh II Wind Project Wind 60639 2007 1/31/2029
Rattlesnake Road Wind Power
Project Wind 60553 2008 1/4/2024
Hatchet Ridge Wind 60741 2008 12/13/2025
CM10 Solar PV 60713 2008 12/31/2028
CM48 Solar PV 60786 2009 1/31/2031
Mt. Poso Biomass 60695 2009 2/20/2027
Vantage Wind Energy Center Wind 60712 2009 10/3/2025
Big Creek Waterworks Small Hydro 60900 2009 6/22/2030
Norman Ross Burgess - Three Forks
Water Power Project Small Hydro 60502 2010 10/31/2031
Avenal Park Solar PV 60912 2009 8/4/2031
Sun City Project Solar PV 60913 2009 8/4/2031
Sand Drag Solar PV 60914 2009 8/4/2031
Halkirk I Wind Project Wind 60989 2010 12/18/2032
Coram Brodie Wind 60973 2010 6/5/2032
Shiloh III Wind Project Wind 61069 2010 3/8/2032
Wind Resource II Wind 61468 2012 9/30/2023
ABEC Bidart-Old River Digester Gas 62369 2012 3/9/2029
ABEC Bidart-Stockdale Digester Gas 60886 2012 9/11/2023 Diablo Winds Wind 60030 2013 6/30/2031
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APPENDIX C

LIST OF RESOURCES IN LONG-TERM RESOURCE POOL
Resource Name Technology CEC RPS ID PCIA
Vintage
End Date
Montezuma Wind Energy
Center Wind 60543 2010 1/27/2036
High Plains Ranch II Solar PV 60603 2008 10/30/2038
Topaz Solar Farm Solar PV 61698 2008 10/26/2039
Ivanpah Unit 1 Solar Thermal 62273 2009 1/20/2039
Ivanpah Unit 3 Solar Thermal 62275 2009 1/26/2039
AV Solar Ranch One Solar PV 60790 2009 11/20/2039
Alpine Solar Project Solar PV 60755 2010 1/17/2033
Agua Caliente Solar Project Solar PV 60894 2009 6/22/2039 High Plains Ranch III Solar PV 60603 2010 9/30/2038
Mojave Solar Project Solar Thermal 60848 2009 12/3/2039 Genesis Solar Energy Project Solar Thermal 60605 2009 3/6/2039 DTE Stockton Biomass 60964 2009 2/20/2039
Alpaugh 50 Solar PV 60945 2010 3/7/2038
Alpaugh North Solar PV 60946 2010 3/7/2038
Atwell Island Solar PV 60947 2010 3/11/2038
Corcoran Solar PV 60948 2010 8/14/2038
White River Solar PV 60949 2010 6/26/2038
Sunshine Landfill Landfill Gas 60815 2010 8/31/2034
Potrero Hills Landfill Landfill Gas 63116 2010 4/12/2041 Blackspring Ridge IA Wind 60987 2010 5/11/2034
Blackspring Ridge IB Wind 60988 2010 5/11/2034
Desert Center Solar Farm Solar PV 61068 2010 12/16/2039 Mesquite Solar 1 Solar PV 60875 2010 3/7/2033
North Star Solar Solar PV 61198 2010 6/18/2035
Vasco Wind Energy Center Wind 61344 2010 3/12/2037
Montezuma II Wind Energy
Center Wind 61345 2010 3/13/2037
Kansas South Solar PV 61264 2011 6/24/2033
Westlands Solar Farms Solar PV 61755 2011 4/30/2034
Orion Solar Solar PV 61570 2011 6/25/2034
North Sky River Energy
Center Wind 61385 2011 12/20/2037
Copper Mountain Solar 2 Solar PV 60990 2011 5/12/2040
Shiloh IV Wind Project Wind 61617 2011 1/27/2038
Mammoth G3 Geothermal 60315 2012 3/31/2033
West Antelope Solar PV 61850 2012 2/8/2035
Item 3
Attachment 1
C-2
Western Antelope Blue Sky
Ranch A Solar PV 61517 2012 2/16/2035
Nevada Irrigation District
(NID) - Dutch Flat / Rollins /
Bowman Small Hydro
60264 / 60265 /
60171 2012 6/30/2033
SPI Biomass Portfolio –
Anderson 2 / Burney / Lincoln
/ Sonora / Quincy Biomass
61146 / 60087 /
60088 / 60576 /
60089 2012 9/8/2035
Kansas Solar PV 61263 2012 12/31/2037
Lost Hills Solar Solar PV 61893 2012 12/31/2043
Cuyama Solar Array Solar PV 61891 2012 12/31/2043
Blackwell Solar Solar PV 61892 2012 12/31/2043
Henrietta Solar Solar PV 61841 2012 9/30/2036
Kent South Solar PV 61262 2012 2/18/2035
Algonquin SKIC 20 Solar Solar PV 61558 2012 5/14/2035
White River Solar 2 Solar PV 62045 2012 10/1/2034
Mammoth G1 Geothermal 60306 2012 12/25/2033
Alamo Solar, LLC Solar PV 61453 2012 6/29/2035
CID Solar PV Project Solar PV 62285 2012 3/19/2035
Old River One Solar PV 60853 2013 2/8/2035
Shafter Solar Solar PV 62325 2013 7/15/2035
Rising Tree Wind Farm II Wind 62426 2013 8/6/2035
Kekawaka Creek
Hydroelectric Facility Small Hydro 60186 2013 5/31/2035 RE Astoria Solar PV 62284 2013 1/2/2034
Midway Solar Farm I Solar PV 61295 2013 5/31/2040
California Flats Solar Project Solar PV 62552 2013 4/9/2034 Portal Ridge Solar C Project Solar PV 61684 2014 4/20/2037 Sunray 2 Solar PV 62694 2014 8/24/2037
Bayshore Solar A Solar PV 63133 2015 1/22/2038
Bayshore Solar B Solar PV 63134 2015 1/22/2038
Bayshore Solar C Solar PV 63135 2015 1/22/2038
Java Solar Solar PV 63137 2016 12/31/2039
RE Gaskell West 3 Solar PV 63619 2017 1/14/2038
RE Gaskell West 4 Solar PV 63617 2017 1/14/2038
RE Gaskell West 5 Solar PV 63618 2017 1/14/2038
PGE Alta Small Hydro 60033 Pre-2002 N/A
PGE Coleman Small Hydro 60037 Pre-2002 N/A
PGE Cow Creek Small Hydro 60038 Pre-2002 N/A
PGE Crane Valley Small Hydro 60039 Pre-2002 N/A
PGE Deer Creek Small Hydro 60040 Pre-2002 N/A
PGE De Sabla Small Hydro 60041 Pre-2002 N/A
PGE Dutch Flat 1 Small Hydro 60042 Pre-2002 N/A
Item 3
Attachment 1
C-3
PGE Halsey Small Hydro 60043 Pre-2002 N/A
PGE Hat 1 Small Hydro 60045 Pre-2002 N/A
PGE Hat 2 Small Hydro 60046 Pre-2002 N/A
PGE Newcastle Small Hydro 60053 Pre-2002 N/A
PGE Oak Flat Small Hydro 60276 Pre-2002 N/A
PGE Phoenix Small Hydro 60054 Pre-2002 N/A
PGE Potter Valley Small Hydro 60055 Pre-2002 N/A
PGE Five Points Solar PV 61432 2010 N/A
PGE Stroud Solar PV 61434 2010 N/A
PGE Westside Solar PV 61433 2010 N/A
PGE Cantua Solar PV 61823 2011 N/A
PGE Giffen Solar PV 61822 2011 N/A
PGE Huron Solar PV 61821 2011 N/A
PGE Gates Solar PV 62353 2012 N/A
PGE Guernsey Solar PV 62354 2012 N/A
PGE West Gates Solar PV 62352 2012 N/A
PGE Rock Creek RPS Small Hydro 62269 Pre-2002 N/A
PGE San Joaquin 1A Small Hydro 60056 Pre-2002 N/A
PGE San Joaquin 2 Small Hydro 60057 Pre-2002 N/A
PGE South Small Hydro 60059 Pre-2002 N/A
PGE Spaulding 1 Small Hydro 60060 Pre-2002 N/A
PGE Spaulding 2 Small Hydro 60061 Pre-2002 N/A
PGE Spaulding 3 Small Hydro 60062 Pre-2002 N/A
PGE Spring Gap Small Hydro 60063 Pre-2002 N/A
PGE Toadtown Small Hydro 60064 Pre-2002 N/A
Vaca-Dixon Solar (PG&E) Solar PV 60966 2010 N/A
PGE Volta 1 Small Hydro 60066 Pre-2002 N/A
PGE Volta 2 Small Hydro 60067 Pre-2002 N/A
PGE West Point Small Hydro 60068 Pre-2002 N/A
PGE Wise 1 Small Hydro 60069 Pre-2002 N/A
PGE Wise 2 Small Hydro 60070 Pre-2002 N/A
PGE A.G.Wishon Small Hydro 60032 Pre-2002 N/A
Item 3
Attachment 1
D-1

APPENDIX D

LIST OF PCIA-ELIGIBLE RESOURCES IN TEMPORARY RESOURCE POOLS Resource Name Resource
Pool
Technology CEC RPS
ID
PCIA
Vintage
End Date
Shafter Solar GTSR Solar PV 62325 2013 7/15/2035
Columbia Solar Energy GTSR Solar PV 62051 2012 12/13/2035 Morelos del Sol GTSR Solar PV 62272 2013 2/29/2036
Woodmere Solar Farm
GTSR,
DAC Solar PV 62429 2013 2/24/2036
CED Corcoran Solar 3 GTSR Solar PV 62783 2015 11/30/2036 CED Oro Loma Solar
Project A
GTSR
Solar PV 62841 2014 2/23/2037
Avenal Solar Project A GTSR Solar PV 62840 2014 3/9/2037 CED Oro Loma Solar
Project B
GTSR
Solar PV 62841 2014 3/9/2037
Avenal Solar Project B GTSR Solar PV 62840 2014 3/9/2037 Westside Solar GTSR Solar PV 61185 2015 5/1/2037
Aspiration Solar G GTSR Solar PV 61486 2015 10/26/2037
Summer Wheat
GTSR,
DAC Solar PV 61837 2015 12/9/2038
White River Solar 2 GTSR Solar PV 62045 2012 10/1/2034
Item 3
Attachment 1
E-1

APPENDIX E
BUYER’S ALLOCATION SHARE
PCIA
Vintage
Buyer’s
Allocation
Share (%)
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Item 3
Attachment 1
Advice 6517-E-A
April 11, 2022
Attachment 2
VA Contract - REDLINE
Item 3
Attachment 1
1 MASTER POWER PURCHASE AND SALE AGREEMENT

RENEWABLES PORTFOLIO STANDARD ENERGY ALLOCATION

CONFIRMATION LETTER

BETWEEN
[NAME] (“PARTY A”)
AND
PACIFIC GAS AND ELECTRIC COMPANY (“PARTY B”)
This confirmation letter (“Confirmation”) confirms the Transaction between [Name, place of formation, and type of entity] (“Party A” or “Buyer”), and Pacific Gas and Electric Company, a California corporation, (“Party B” or “Seller”), each individually a “Party” and together the “Parties”, which becomes effective on the date fully executed by both Parties (the “Confirmation Effective Date”), in which Seller agrees to provide to Buyer the ProductsProduct, as such term is defined in this Confirmation. This Transaction is governed by the Master Power Purchase and Sale Agreement between the Parties, effective as of [Date of EEI Master between Parties], together with the Cover Sheet, [the Collateral Annex and Paragraph 10 to the Collateral Annex,] and any other annexes thereto (collectively, as amended, restated, supplemented, or otherwise modified from time to time, the “Master Agreement”). The Master Agreement and this Confirmation are collectively referred to herein as the “Agreement”. Capitalized terms used but not otherwise defined in this Confirmation, have the meanings specified for such terms in the Master Agreement, the RPS (defined herein) or the Tariff (defined herein), as applicable. If there is a conflict between the terms in this Confirmation and those in the Master Agreement, this Confirmation shall control. Section references herein are to this Confirmation unless otherwise noted.
[Standard contract terms and conditions shown in shaded text are those that “may not be modified” per CPUC Decisions (“D.”) 07-11-025; D.10-03-021, as modified by D.11-01-025; and D.13-11-024.]
ARTICLE 1

PRODUCT

1.1 Product. “Products” means collectively, Short-Term Product and Long-Term Product. During the Delivery Period, Seller shall provide Buyer the Products equal to the Total Allocation Amount.

1.21.1 Short-Term Product. “Short-Term “Product” means (a) all RPS Energy and Green Attributes generated and associated with the non-Greengate Resources in the Short-Term Resource PoolPools, and (b) all Green Attributes associated with the Greengate Resources in the Short-Term Resource Pool. Pools. During the Delivery Period, Seller shall provide Buyer Product equal to the Total Allocation Amount.

1.3 Long-Term Product. “Long-Term Product” means (a) all RPS Energy and Green Attributes generated and associated with the non-Greengate Resources in the Long-Term Resource Pool, and (b) all Green Attributes associated with the Greengate Resources in the Long-Term Resource Pool.

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2 1.41.2 Buyer’s Exclusive Right. Buyer has exclusive right to ProductsProduct for the Total Allocation Amount, including the right to account for or report ProductsProduct equal to the Total Allocation Amount to a Governmental Entity.

ARTICLE 2

TOTAL ALLOCATION AMOUNT

2.1 Total Allocation Amount. “Total Allocation Amount” means the sum of the Total Short-Term Allocation Amount and the Total Long-Term Allocation Amount.

2.2 Total Short-Term Allocation Amount. The “Total Short-Term Allocation Amount” is the sum of all Monthly Short-Term Allocation Amounts in the Delivery Period. For every month in the Delivery Period, the “Monthly Short-Term Allocation Amount” will be the sum of all PCIA Short-Term Allocation Amounts in the month, where a “PCIA Short-Term Allocation Amount” will be calculated for every PCIA vintage applicable to Buyer as the sum of (a) the product of (i) Short-Term A Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Short-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales., plus (b) the product of (i) Short-Term B Allocation Election, multiplied by (ii) Allocation Share for the applicable PCIA vintage, multiplied by (iii) the difference between (x) total RPS Energy for that month for every Resource in the Long-Term Resource Pool with the corresponding PCIA vintage, minus (y) any applicable Third Party Sales.

2.4 Allocation Election. The “Short-Term A Allocation Election”,” “Short-Term B Allocation Election,” and “Long-Term Allocation Election” are the percentages specified in the table below and must be denoted in ten (10) percent increments:. The sum of the Short-Term B Allocation Election and Long-Term Allocation Election must be equal to or less than one hundred percent (100%).

2.5 Change in Resource Pools. Seller may remove a Resource from the Resource Pools for the following reasons: (i) if Seller’s power purchase agreement corresponding to the Resource has expired or is terminated, (ii) if the Resource is no longer in Seller’s PCIA-eligible portfolio Product Allocation Election
Short-Term A [Buyer to fill in] %
Short-Term B [Buyer to fill in] %
Long-Term [Buyer to fill in] %
Item 3
Attachment 1
3 for any other reasondue to an order or direction from a Governmental Authority or Governmental Entity, or (iii) if the Resource is owned by Seller but ceases operation for Seller. Seller may add Resources to the Resource Pools in the following ways: (a) Seller may add Resources with PCIA vintages corresponding to the PCIA vintages where Buyer has an Allocation Share, or (b) Seller may add Resources from Customer Programs listed in Appendix D. With the exception of expirations of Seller’s power purchase agreements listed in Appendix B, Appendix C, and Appendix D, Seller will provide Notice to Buyer identifying the facility or facilities that constitute the Resources being removed or added to the Resource Pools at least three (3) Business Days prior to the delivery of RPS Energy from such facility or facilitiesas soon as reasonably practicable. Seller shall retain the sole and absolute discretion to modify, enforce, or terminate its power purchase agreements for Resources during the Delivery Period. Buyer shall not have any right to or discretion to request changes to the Resources or the Resource Pools during the Delivery Period.

2.6 Third Party Sales. From the Confirmation Effective Date throughout the Delivery Period, Seller shall have the right to sell all or any portion of ProductsProduct to a third party (“Third Party Sale”). The amount of Third Party Sales will be incorporated in the calculation of the Monthly Short-Term Allocation Amount and Monthly Long-Term Allocation Amount for the applicable month in accordance with Article 2.

ARTICLE 3

DELIVERY

3.1 Delivery. Throughout the Delivery Period, Seller shall deliver, and Buyer shall receive, the ProductsProduct in accordance with the Confirmation. Seller, or a qualified third party designated by Seller, will act as Scheduling Coordinator to deliver the ProductsProduct in each hour to the CAISO at the Delivery Point. Buyer shall take title and risk of loss of the ProductsProduct at the applicable Delivery Point selected by Seller.

3.2 Delivery Point. The “Delivery Point” is and shall mean where Seller, or a qualified third party designated by Seller, shall deliver to, and Buyer shall take possession of, the ProductsProduct, which shall be NP 15, SP 15, and/or ZP 26, as selected by Seller, except for the ProductsProduct from Greengate Resources, which will be conveyed in accordance with Article

4. 3.3 Delivery Period. The “Delivery Period” shall commence on January 1, 2023 for the Products and last through and until (a) December 31, 2024 for deliveries of the Short-Term ProductAllocation Amount and/or (b) the Long-Term Product End Date for deliveries of the Long-Term ProductAllocation Amount; provided that with regards to the Green Attributes portion of the ProductsProduct, the Delivery Period shall last through and until that date upon which the amount of Green Attributes conveyed to Buyer meets the Total Allocation Amount. The Long-Term Product End Date will be determined by comparing the end dates of all power purchase agreements for Resources in the Long-Term Resource Pool with a PCIA vintage applicable to Buyer, and the latest end date will be the “Long-Term Product End Date.” ARTICLE 4

CONVEYANCE OF GREEN ATTRIBUTES
Item 3
Attachment 1
I_
4 4.1 Green Attributes. Seller represents and warrants that Seller holds the rights to such Green Attributes from the Resources in the Resource Pools and Seller agrees to convey such Green Attributes to Buyer as included in the delivery of the ProductsProduct from the Resources in the Resource Pools subject to the terms and conditions of this Agreement.

4.2 Conveyance of Green Attributes. Seller shall convey to Buyer the Green Attributes associated with the ProductsProduct no later than twenty-five (25) Business Days once the following have occurred: (a) Seller has obtained the WREGIS Certificates for the Green Attributes for the applicable Calculation Period or calendar year and (b) Seller has received Buyer’s payment of the Monthly Cash Settlement Amount in accordance with Article 5 herein.

Since WREGIS Certificates will only be created for whole MWh amounts of RPS Energy generated, any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate. During the Delivery Period, Seller shall transfer all right, title, and interest in and to the WREGIS Certificates to Buyer’s WREGIS account in an aggregate amount equivalent to the Total Allocation Amount.

ARTICLE 5

COMPENSATION

5.1 Calculation Period. The “Calculation Period” shall be each calendar month or portion thereof that Delivery was conveyed to Buyer.

5.2 Monthly Cash Settlement Amount. Buyer shall pay Seller the Monthly Cash Settlement Amount, in arrears, for each Calculation Period.

Item 3
Attachment 1
5 5.3 Annual Cash Settlement Amount. By March 31 of each calendar year, Seller will perform a true-up process for every Monthly Cash Settlement Amount from the previous year (“Annual Cash Settlement Amount”), where Seller will recalculate every Monthly Cash Settlement Amount from the prior calendar year that used the forecasted RPS MPB to instead use the final RPS MPB in congruence with Section 5.2.
(a) If, after determination of the Annual Cash Settlement Amount, Buyer owes Seller, Seller will invoice Buyer on the next monthly invoice. (b) If, after determination of the Annual Cash Settlement Amount, Seller owes Buyer, Seller shall credit Buyer within each future monthly invoice until the Annual Cash Settlement Amount is paid. If Seller owes Buyer and there are no remaining Calculation Periods, Seller shall pay Buyer the remaining Annual Cash Settlement Amount balance on the last monthly invoice.

ARTICLE 6

CREDIT TERMS
The credit and collateral terms set forth in the Master Agreement shall not apply to either Party to this Confirmation.

ARTICLE 7
SELLER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS

Item 3
Attachment 1
6 7.2 Seller and, if applicable, its successors, represents and warrants that throughout the Delivery Term of this Agreement the Renewable Energy Credits transferred to Buyer conform to the definition and attributes required for compliance with the California Renewables Portfolio Standard, as set forth in California Public Utilities Commission Decision 08-08-028, and as may be modified by subsequent decision of the California Public Utilities Commission or by subsequent legislation. To the extent a change in law occurs after execution of this Agreement that causes this representation and warranty to be materially false or misleading, it shall not be an Event of Default if Seller has used commercially reasonable efforts to comply with such change in law.
(a) For the avoidance of doubt, the phrase “Delivery Term” as used in the immediately preceding paragraph means the Delivery Period.

7.3 Seller warrants that all necessary steps to allow the Renewable Energy Credits transferred to Buyer to be tracked in the Western Renewable Energy Generation Information System will be taken prior to the first delivery under the contract. (a) For the avoidance of doubt, the term “contract” as used in the immediately preceding paragraph means this Confirmation, and the phrase “first delivery” means the first date of the Delivery Period.

7.4 In addition to the foregoing, Seller warrants, represents and covenants, as of the Confirmation Effective Date and throughout the Delivery Period, that:
(a) Seller has the contractual rights to sell all right, title, and interest in the ProductsProduct required to be delivered hereunder; (b) at the time of delivery, all rights, title, and interest in the ProductsProduct required to be delivered hereunder are free and clear of all liens, taxes, claims, security interests, or other encumbrances of any kind whatsoever; (c) Seller shall not substitute or purchase any ProductsProduct from any generating resource other than the Resources in the Resource Pools hereunder; and (d) the facility(s) designated by Seller as the Resources in the Resource Pools and all electrical output from the facility(s) designated as the Resources in the Resource Pools are, or will be, by the first date of the Delivery Period, registered with WREGIS as RPS-eligible.

ARTICLE 8

The Non-Defaulting Party shall determine its Gains and Losses by determining the Market Quotation Average Price for the Terminated Transaction. In the event the Non-Defaulting Party Item 3
Attachment 1
7 is not able, after commercially reasonable efforts, to obtain the Market Quotation Average Price with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for the Terminated Transaction in a commercially reasonable manner by calculating the arithmetic mean of the quotes of at least three (3) Broker or Index Quotes based on the offers to sell or bids to buy, as applicable, obtained for transactions substantially similar to the Terminated Transaction. Such Broker or Index Quotes must be obtained assuming that the Party obtaining the quote will provide sufficient credit support for the proposed transaction. In the event the Non-Defaulting Party is not able, after commercially reasonable efforts to obtain at least three (3) such Broker or Index Quotes with respect to the Terminated Transaction, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner by reference to information supplied to it by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets.

Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information; provided, however, that such third parties shall not be Affiliates of either Party. Only in the event the Non-Defaulting Party is not able, after using commercially reasonable efforts, to obtain such third-party information, then the Non-Defaulting Party shall calculate its Gains and Losses for such Terminated Transaction in a commercially reasonable manner using relevant market data it has available to it internally. If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Transaction, the Settlement Amount for this Transaction will be zero.

ARTICLE 9

GENERAL PROVISIONS

Item 3
Attachment 1
8 ACKNOWLEDGED AND AGREED TO:

Buyer, or Party A:
[NAME, place of formation, and type of
entity]
Sign:

Print:

Title:

Date:

Seller, or Party B:

PACIFIC GAS AND ELECTRIC
COMPANY, a California corporation
Sign:

Print:

Title:

Date:

Item 3
Attachment 1
A-1

APPENDIX A

DEFINED TERMS
Any capitalized terms used in this Confirmation but not otherwise defined below shall have the meaning ascribed to such term in the Master Agreement:
“Allocation Share” means Buyer’s most recent PCIA-vintaged share of RPS Energy, as determined by Seller, through Seller’s load forecasting processes to establish energy procurement revenue requirements for rate-setting purposes, within Energy Resource Recovery Account and/or Resource Adequacy proceedings, or successor proceedings. As of the Confirmation Effective Date, Buyer’s Allocation Share is listed in Appendix E. “Applicable Law” means any statute, law, treaty, rule, tariff, regulation, ordinance, code, permit, enactment, injunction, order, writ, decision, authorization, judgment, decree or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, or any binding interpretation of the foregoing, as any of them is amended or supplemented from time to time, that apply to either or both of the Parties, the Product, or the terms of the Agreement.
“Annual Cash Settlement Amount” has the meaning set forth in Section 5.3. “Balancing Authority” has the meaning set forth in the Tariff. “Business Day” means all calendar days other than those days on which the Federal Reserve member banks in New York City are authorized or required by law to be closed, and shall be between the hours of 8:00 a.m. and 5:00 p.m. Pacific Prevailing Time for the relevant Party’s principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom written communications or payment or delivery is being sent and by whom written communications or payment or delivery is to be received. “Buyer” means Party A.
“CAISO” means the California Independent System Operator Corporation or the successor organization to the functions thereof.
“Confirmation Effective Date” means the date in which the Confirmation is fully executed by both Parties.
“CPUC” means the California Public Utilities Commission. “California Renewables Portfolio Standard” or “RPS” means the California renewables portfolio standard, as set forth in Cal. Pub. Util. Code §§ 399.11 et seq. and Cal. Pub. Res. Code §§ 25740-25751, and as administered by the CEC as set forth in the CEC RPS Eligibility Guidebook (9th Ed.), as may be subsequently modified by the CEC, and the California Public Utilities Commission (“CPUC”) as set forth in CPUC Decision (“D”) 08-08-028, D.08-04-009, D.11-01-025, D.11-12-020, D.11-12-052, D.12-06-038 and D.14-12-023, and as may be modified Item 3
Attachment 1
A-2
by subsequent decision of the CPUC or by subsequent legislation, and regulations promulgated with respect thereto.
“CEC” means the California Energy Commission.
“CPUC” means the California Public Utilities Commission. “Customer Programs” means Green Tariff Shared Renewables (GTSR) and Disadvantaged Communities (DAC) programs.
“Disadvantaged Communities” or “DAC” means the DAC-Green Tariff program, as set forth in CPUC Decision 18-06-027, as such decision may be amended from time to time or as further defined or supplemented by any law, rule, regulation, or other legal or regulatory determination by a court or Governmental Authority.
“Delivery Period” has the meaning set forth in Section 3.3. “Delivery Point” has the meaning set forth in Section 3.2. “Energy” means electrical energy, measured in MWh.
“Energy Resource Recovery Account” means the balancing account where utilities, including Seller, record and track energy procurement costs, as described in CPUC Decision D.02- 10-062 and subsequent CPUC decisions addressing Energy Resource Recovery Account issues, as those obligations may be altered from time to time.
“FERC” means the Federal Energy Regulatory Commission.
“Green Attributes” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Resource, and its avoided emission of pollutants. Green Attributes include but are not limited to Renewable Energy Credits, as well as: (a) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (b) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by Law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere ; (c) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state Law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local Law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Electric Energy. Green Attributes do not include (i) any Electric Energy, capacity, reliability or other power attributes from the Resource, (ii) production tax credits associated with the construction or operation of the Resource and other financial incentives in the form of credits, reductions, or Item 3
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A-3
allowances associated with the Resource that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by the Resource for compliance with local, state, or federal operating and/or air quality permits. If the Resource is a biomass or biogas facility and Seller receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, it shall provide Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Resource. “Green Tariff Shared Renewables” or “GTSR” means the Green Tariff Shared Renewables Program implemented per Senate Bill (SB) 43 (Stats. 2013, ch. 413 (Wolk)) and CPUC Decision 15-01-051.
“Greengate Resources” means the Halkirk I Wind Project, Blackspring Ridge IA Wind Project, and Blackspring Ridge IB Wind Project (all affiliates of Greengate Power Corporation). “Governmental Authority” or “Governmental Entity” means any federal, state, local or municipal government, governmental department, commission, board, bureau, agency, or instrumentality, or any judicial, regulatory or administrative body, or the CAISO or any other transmission authority, having or asserting jurisdiction over a Party or the Agreement. “Index Price” means the Trading Hub price (as defined in the Tariff) measured in $/MWh, for each MWh of Product, and associated with the Product to the Delivery Point for each applicable hour as published by the CAISO on the CAISO website; or any successor thereto, unless a substitute publication and/or index is mutually agreed to by the Parties. “Long-Term Product” hasAllocation Election” is the meaning set forthpercentage specified in Section 1.3. 2.4.
“Long-Term Product End Date” has the meaning set forth in Section 3.3. “Long-Term Resource Pool” means Seller’s Resources in Appendix C reflecting power purchase agreements with terms that have 10 years or more remaining from the start of the Delivery Period.
“MWh” means megawatt-hour.
“Monthly Cash Settlement Amount” has the meaning set forth in Section 6.2. “Monthly Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “Monthly Short-Term Allocation Amount” has the meaning seat forth in Section 2.2. “PG&E” means the Pacific Gas and Electric Company, its successors and assigns. “PCIA” or “Power Charge Indifference Adjustment” is a charge to ensure that both PG&E customers and those who have left PG&E service to purchase electricity from other providers pay Item 3
Attachment 1
A-4
for the above-market costs for electric generation resources that were procured by PG&E on their behalf. “Above market” refers to expenditures for generation resources that cannot be fully recovered through sales of these resources at current market prices. “PCIA Long-Term Allocation Amount” has the meaning set forth in Section 2.3. “PCIA Short-Term Allocation Amount” has the meaning set forth in Section 2.2. “ProductsProduct” has the meaning set forth in Section 1.1. “Renewable Energy Credits” or “REC” has the meaning set forth in California Public Utilities Code Section 399.12(h) and CPUC Decision 08-08-028, as may be amended from time to time or as further defined or supplemented by Law.
“Resource(s)” means generation units owned by Seller or contracted by Seller, which corresponding costs are recovered through the PCIA.
“Resource Adequacy” or “RA” means the procurement obligation of load serving entities, as such obligations are described in CPUC Decisions D.04-10-035 and D.05-10-042 and subsequent CPUC decisions addressing Resource Adequacy issues, as those obligations may be altered from time to time, and all other capacity procurement obligations established by any other entity, including the CAISO.
“Resource Pools” means the Short-Term Resource Pool (Appendix B) and Long-Term Resource Pool (Appendix C).
“RPS Energy” means the Energy generated from Resources from the applicable Resource Pool(s).
“RPS Market Price Benchmark” or “RPS MPB” means the estimated incremental value of each unit of RPS-eligible energy that is attributable to the fact of that eligibility, in $/MWh, as defined in CPUC D.19-10-001 or subsequent CPUC Decisions defining calculations of the RPS MPB for PCIA purposes.
“Scheduling Coordinator (SC)” means an entity certified by the CAISO to perform the functions as described in the Tariff.
“Seller” means Party B.
“Short-Term Product” hasA Allocation Election” is the meaning set forthpercentage specified Section 2.4.
“Short-Term B Allocation Election” is the percentage specified in Section 1.2.4. “Short-Term Resource Pool” means Seller’s Resources in Appendix B reflecting power purchase agreements with terms that have less than 10 years remaining from the start of the Delivery Period.

Item 3
Attachment 1
B-1

APPENDIX B

APPENDIX C

LIST OF RESOURCES IN LONG-TERM RESOURCE POOL
Resource Name Technology CEC RPS ID PCIA
Vintage
End Date
Montezuma Wind Energy
Center Wind 60543 2010 1/27/2036
High Plains Ranch II Solar PV 60603 2008 10/30/2038
Topaz Solar Farm Solar PV 61698 2008 10/26/2039
Ivanpah Unit 1 Solar Thermal 62273 2009 1/20/2039
Ivanpah Unit 3 Solar Thermal 62275 2009 1/26/2039
AV Solar Ranch One Solar PV 60790 2009 11/20/2039
Alpine Solar Project Solar PV 60755 2010 1/17/2033
Agua Caliente Solar Project Solar PV 60894 2009 6/22/2039 High Plains Ranch III Solar PV 60603 2010 9/30/2038
Mojave Solar Project Solar Thermal 60848 2009 12/3/2039 Genesis Solar Energy Project Solar Thermal 60605 2009 3/6/2039 DTE Stockton Biomass 60964 2009 2/20/2039
Alpaugh 50 Solar PV 60945 2010 3/7/2038
Alpaugh North Solar PV 60946 2010 3/7/2038
Atwell Island Solar PV 60947 2010 3/11/2038
Corcoran Solar PV 60948 2010 8/14/2038
White River Solar PV 60949 2010 6/26/2038
Sunshine Landfill Landfill Gas 60815 2010 8/31/2034
Potrero Hills Landfill Landfill Gas 63116 2010 4/12/2041 Blackspring Ridge IA Wind 60987 2010 5/11/2034
Blackspring Ridge IB Wind 60988 2010 5/11/2034
Desert Center Solar Farm Solar PV 61068 2010 12/16/2039 Mesquite Solar 1 Solar PV 60875 2010 3/7/2033
North Star Solar Solar PV 61198 2010 6/18/2035
Vasco Wind Energy Center Wind 61344 2010 3/12/2037
Montezuma II Wind Energy
Center Wind 61345 2010 3/13/2037
Kansas South Solar PV 61264 2011 6/24/2033
Westlands Solar Farms Solar PV 61755 2011 4/30/2034
Orion Solar Solar PV 61570 2011 6/25/2034
North Sky River Energy
Center Wind 61385 2011 12/20/2037
Copper Mountain Solar 2 Solar PV 60990 2011 5/12/2040
Shiloh IV Wind Project Wind 61617 2011 1/27/2038
Mammoth G3 Geothermal 60315 2012 3/31/2033
West Antelope Solar PV 61850 2012 2/8/2035
Item 3
Attachment 1
C-2
Western Antelope Blue Sky
Ranch A Solar PV 61517 2012 2/16/2035
Nevada Irrigation District
(NID) - Dutch Flat / Rollins /
Bowman Small Hydro
60264 / 60265 /
60171 2012 6/30/2033
SPI Biomass Portfolio –
Anderson 2 / Burney / Lincoln
/ Sonora / Quincy Biomass
61146 / 60087 /
60088 / 60576 /
60089 2012 9/8/2035
Kansas Solar PV 61263 2012 12/31/2037
Lost Hills Solar Solar PV 61893 2012 12/31/2043
Cuyama Solar Array Solar PV 61891 2012 12/31/2043
Blackwell Solar Solar PV 61892 2012 12/31/2043
Henrietta Solar Solar PV 61841 2012 9/30/2036
Kent South Solar PV 61262 2012 2/18/2035
Algonquin SKIC 20 Solar Solar PV 61558 2012 5/14/2035
White River Solar 2 Solar PV 62045 2012 10/1/2034
Mammoth G1 Geothermal 60306 2012 12/25/2033
Alamo Solar, LLC Solar PV 61453 2012 6/29/2035
CID Solar PV Project Solar PV 62285 2012 3/19/2035
Old River One Solar PV 60853 2013 2/8/2035
Shafter Solar Solar PV 62325 2013 7/15/2035
Rising Tree Wind Farm II Wind 62426 2013 8/6/2035
Kekawaka Creek
Hydroelectric Facility Small Hydro 60186 2013 5/31/2035 RE Astoria Solar PV 62284 2013 1/2/2034
Midway Solar Farm I Solar PV 61295 2013 5/31/2040
California Flats Solar Project Solar PV 62552 2013 4/9/2034 Portal Ridge Solar C Project Solar PV 61684 2014 4/20/2037 Sunray 2 Solar PV 62694 2014 8/24/2037
Bayshore Solar A Solar PV 63133 2015 1/22/2038
Bayshore Solar B Solar PV 63134 2015 1/22/2038
Bayshore Solar C Solar PV 63135 2015 1/22/2038
Java Solar Solar PV 63137 2016 12/31/2039
RE Gaskell West 3 Solar PV 63619 2017 1/14/2038
RE Gaskell West 4 Solar PV 63617 2017 1/14/2038
RE Gaskell West 5 Solar PV 63618 2017 1/14/2038
PGE Alta Small Hydro 60033 Pre-2002 N/A
PGE Centerville Small Hydro 60034 Pre-2002 N/A
PGE Coleman Small Hydro 60037 Pre-2002 N/A
PGE Cow Creek Small Hydro 60038 Pre-2002 N/A
PGE Crane Valley Small Hydro 60039 Pre-2002 N/A
PGE Deer Creek Small Hydro 60040 Pre-2002 N/A
PGE De Sabla Small Hydro 60041 Pre-2002 N/A
Item 3
Attachment 1
C-3
PGE Dutch Flat 1 Small Hydro 60042 Pre
-2002 N/A
PGE Halsey Small Hydro 60043 Pre
-2002 N/A
PGE Hamilton Branch Small Hydro 60044 Pre
-2002 N/A
PGE Hat 1 Small Hydro 60045 Pre
-2002 N/A
PGE Hat 2 Small Hydro 60046 Pre
-2002 N/A
PGE Inskip Small Hydro 60047 Pre
-2002 N/A
PGE Kerckhoff 1 Small Hydro 62360 Pre
-2002 N/A
PGE Kilarc Small Hydro 60049 Pre
-2002 N/A
PGE Lime Saddle Small Hydro 60050 Pre
-2002 N/A
PGE Newcastle Small Hydro 60053 Pre
-2002 N/A
PGE Oak Flat Small Hydro 60276 Pre
-2002 N/A
PGE Phoenix Small Hydro 60054 Pre
-2002 N/A
PGE Potter Valley Small Hydro 60055 Pre
-2002 N/A
PGE Five Points Solar PV 61432 2010 N/A
PGE Stroud Solar PV 61434 2010 N/A
PGE Westside Solar PV 61433 2010 N/A
PGE Cantua Solar PV 61823 2011 N/A
PGE Giffen Solar PV 61822 2011 N/A
PGE Huron Solar PV 61821 2011 N/A
PGE Gates Solar PV 62353 2012 N/A
PGE Guernsey Solar PV 62354 2012 N/A
PGE West Gates Solar PV 62352 2012 N/A
PGE Rock Creek RPS Small Hydro 62269 Pre
-2002 N/A
PGE San Joaquin 1A Small Hydro 60056 Pre
-2002 N/A
PGE San Joaquin 2 Small Hydro 60057 Pre
-2002 N/A
PGE San Joaquin 3 Small Hydro 60058 Pre
-2002 N/A
PGE South Small Hydro 60059 Pre
-2002 N/A
PGE Spaulding 1 Small Hydro 60060 Pre
-2002 N/A
PGE Spaulding 2 Small Hydro 60061 Pre
-2002 N/A
PGE Spaulding 3 Small Hydro 60062 Pre
-2002 N/A
PGE Spring Gap Small Hydro 60063 Pre
-2002 N/A
PGE Toadtown Small Hydro 60064 Pre
-2002 N/A
PGE Tule River Small Hydro 60065 Pre
-2002 N/A
Vaca-Dixon Solar (PG&E) Solar PV 60966 2010 N/A
PGE Volta 1 Small Hydro 60066 Pre
-2002 N/A
PGE Volta 2 Small Hydro 60067 Pre
-2002 N/A
PGE West Point Small Hydro 60068 Pre
-2002 N/A
PGE Wise 1 Small Hydro 60069 Pre
-2002 N/A
PGE Wise 2 Small Hydro 60070 Pre
-2002 N/A
PGE A.G.Wishon Small Hydro 60032 Pre
-2002 N/A
Item 3
Attachment 1
D-1

APPENDIX D

APPENDIX E
BUYER’S ALLOCATION SHARE
PCIA
Vintage
Buyer’s
Allocation
Share (%)
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Item 3
Attachment 1
PG&E Gas and Electric
Advice Submittal List
General Order 96-B, Section IV
Pioneer Community Energy
Public Advocates Office
Redwood Coast Energy Authority
Regulatory & Cogeneration Service, Inc.

SCD Energy Solutions
San Diego Gas & Electric Company
SPURR
San Francisco Water Power and Sewer
Sempra Utilities
Sierra Telephone Company, Inc.

Southern California Edison Company
Southern California Gas Company
Spark Energy
Sun Light & Power
Sunshine Design
Tecogen, Inc.

TerraVerde Renewable Partners
Tiger Natural Gas, Inc.

TransCanada
Utility Cost Management
Utility Power Solutions
Uplight
Water and Energy Consulting Wellhead
Electric Company
Western Manufactured Housing
Communities Association (WMA)
Yep Energy
AT&T
Albion Power Company
Alta Power Group, LLC
Anderson & Poole
Atlas ReFuel
BART
Barkovich & Yap, Inc.

Braun Blaising Smith Wynne, P.C.

California Cotton Ginners & Growers Assn
California Energy Commission
California Hub for Energy Efficiency
Financing
California Alternative Energy and
Advanced Transportation Financing
Authority
California Public Utilities Commission
Calpine
Cameron-Daniel, P.C.

Casner, Steve
Center for Biological Diversity
Chevron Pipeline and Power
City of Palo Alto
City of San Jose
Clean Power Research
Coast Economic Consulting
Commercial Energy
Crossborder Energy
Crown Road Energy, LLC
Davis Wright Tremaine LLP
Day Carter Murphy
Dept of General Services
Don Pickett & Associates, Inc.

Douglass & Liddell
East Bay Community Energy Ellison
Schneider & Harris LLP
Engineers and Scientists of California
GenOn Energy, Inc.

Goodin, MacBride, Squeri, Schlotz &
Ritchie
Green Power Institute
Hanna & Morton
ICF
International Power Technology
Intertie
Intestate Gas Services, Inc.

Kelly Group
Ken Bohn Consulting
Keyes & Fox LLP
Leviton Manufacturing Co., Inc.

Los Angeles County Integrated
Waste Management Task Force
MRW & Associates
Manatt Phelps Phillips
Marin Energy Authority
McClintock IP
McKenzie & Associates
Modesto Irrigation District
NLine Energy, Inc.

NRG Solar
OnGrid Solar
Pacific Gas and Electric Company
Peninsula Clean Energy
Item 3
Attachment 1

Page 1 of 1 ends

Silicon Valley Clean Energy Board of DirectorsMay 11, 2022

Silicon Valley Clean Energy Board of Directors
May 11, 2022