Agenda packet — Silicon Valley Clean Energy Board of Directors, September 14, 2022 (part 1 of 4)

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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: 938 1513 0659
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 August 10, 2022, Board of Directors Meeting 1b) Receive July 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) Approve Amendment No. 5 to Employment Agreement for Chief Executive Officer
1e) Approve General and Administrative Policy #7: Chief Executive Officer Absence Policy
1f) Authorize CEO to Execute a 5-Year Agreement with Adapt2 Solutions, Inc. for Deal Capture and Settlements Software
1g) Adopt Resolution Establishing October 5, 2022 as Clean Air Day 1h) Authorize the Chief Executive Officer to Execute a Two-year Agreement with Braun Blaising Smith Wynne P.C. (“BBSW”)
1i) Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Keyes and Fox, LLP for Legal Services
1j) Authorize the Chief Executive Officer to Execute Agreement with Maher Accountancy for Accountant Services
1k) Authorize CEO to Approve Agreement with Pisenti & Brinker, LLP for Financial Audit Services for the year ending September 30, 2022 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
1l) Authorize the Chief Executive Officer to Execute an Agreement for FY22- 23 with Richards, Watson & Gershon for Legal Services
1m) Executive Committee Report
1n) Finance and Administration Committee Report
1o) Audit Committee Report
1p) Legislative and Regulatory Response to Industry Transition 2022 Ad Hoc Committee Report
1q) California Community Power Report
Regular Calendar
2) CEO Report (Discussion)
3) Update on Strategic Plan and Adopt FY23 SVCE Strategic Focus Areas (Action)
4) Adopt the FY 2022-23 Recommended Operating Budget and Updated Reserves Policy (Action)
5) Authorize the Chief Executive Officer to Execute Necessary Agreements for a Resource Adequacy Resource from AES Clean Energy
Development, LLC (Action)
6) Integrated Resource Plan Status Update (Discussion)
7) New Construction Reach Code Update (Presentation)
Board Member Announcements and Direction on Future Agenda Items Adjourn
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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, August 10, 2022
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Pursuant to State of California Gov’t Code Section 54953 (e) the meeting was conducted via teleconference with an option for members of the Board of Directors and staff to participate in person.

DRAFT MINUTES
Call to Order:

Chair Gibbons called the Regular Meeting to order at 7:00 p.m.

Roll Call

Present:

Liz Gibbons (Chair), Campbell
George Tyson (Vice Chair), Los Altos Hills
Jon Robert Willey, Cupertino (arrived at 7:35 p.m.)
Neysa Fligor, Los Altos
Rob Rennie, Los Gatos
Evelyn Chua, Milpitas
Javed Ellahie, Monte Sereno (arrived at 7:05 p.m.)
Yvonne Martinez Beltran, Morgan Hill
Margaret Abe-Koga, Mountain View
Tina Walia, Saratoga
Larry Klein, Sunnyvale

Absent:

Rebeca Armendariz, Gilroy
Otto Lee, Santa Clara County
Chair Gibbons, Vice Chair Tyson, Director Abe-Koga and Director Willey attended in person; all other Directors attended via teleconference.

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

Consent Calendar
1a) Approve Minutes of the June 8, 2022, Board of Directors Meeting 1b) Approve Minutes of the June 8, 2022, Board of Directors Special Meeting 1c) Approve Minutes of the June 10, 2022 Board of Directors Special Meeting 1d) Receive May and June 2022 Treasurer Report
Item 1a Draft Minutes: August 10, 2022 Board of Directors Meeting r,, SILICON VALLEY \:!,,/ CLEAN ENERGY

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1e) Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings 1f) SVCE 2021 Annual Power Source Disclosure Report Attestation 1g) Establish Policy and Authorize Funding for SVCE Support of Electric Vehicle Charging in Affordable Housing Developments
1h) Authorize the Chief Executive Officer to Execute an Amendment to Agreement for FY21-22 with Keyes and Fox, LLP for Legal Services around Power Transactions 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 Abe-Koga moved and Vice Chair Tyson seconded the motion to approve the Consent Calendar, Items 1a through 1m.

The motion carried unanimously by verbal roll call vote with Directors Ellahie, Lee, Willey and Alternate Director Armendariz absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran welcomed board members and staff back from the July meeting hiatus, expressed his apologies that he would not be able to attend board meetings in person for the next couple of months, and noted he would be departing the meeting following his report and Monica Padilla, Acting CEO, would continue in her interim role for the remainder of the meeting. CEO Balachandran addressed the following in his CEO report:
• Announced SVCE staff would be meeting in-person Thursday and Friday for a retreat to meet within their departments and continue work on the FY 22-23 workplan; • Introductions of the following new employees: Leslie Madarang, Marketing Specialist, and Kris Van Vactor, Wholesale Energy Markets Manager; both provided brief welcome comments; • Reintroduced Colleen McCamy, Digital Engagement & Data Visualization Specialist, and announced her new part-time role as she returns to school to pursue a Master of Environmental Data Science; Digital Engagement & Data Visualization Specialist McCamy provided brief comments; and
• Provided an update on the Customer Focused Strategic Plan, which would be a more customer facing document based on the SVCE Strategic Plan.

Chair Gibbons opened Public Comment.

No speakers.

Chair Gibbons closed Public Comment.
3) Provide Feedback on the FY 2022-23 Proposed Operating Budget and Updated Reserves Policy (Discussion)
Amrit Singh, CFO and Director of Administrative Services, presented a PowerPoint presentation on the proposed FY 22-23 Operating budget which included a summary of the proposed budget, revenue modeling, current and new proposed reserve targets, customer discount rate and funding for programs, power supply costs, and other cost drivers.

Item 1a Draft Minutes: August 10, 2022 Board of Directors Meeting

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CFO and Director of Administrative Services Singh responded to board member questions regarding the proposed discount rate, customer participation rate, cost analysis, CCA comparisons on net position and discount rates, and anticipated PCIA charges.

Chair Gibbons opened Public Comment.

Bruce Karney applauded the consistent carbon-free decision and 1% customer discount, and noted SVCE has a 96-97% market share. Karney provided four things that could be done with profits: 1) give money back to customers through discounts, 2) use money for program expenses, 3) use the money for non-program expenses, and 4) use the money to increase the size of reserves. Karney noted he is interested in seeing the programs budget expanded, and inquired if it would be possible for SVCE to deploy programs quickly.

Chair Gibbons closed Public Comment.

Monica Padilla, Acting CEO, noted a summary report on the Inflation Reduction Act was included in the CEO report, and added staff would bring a discussion item to the August Executive Committee meeting.

Board members provided feedback and comments on the proposed operating budget; Director Ellahie suggested staff begin exploring how SVCE could help people generate energy at home. 4) New Construction Reach Code Update (Presentation)
Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, presented a PowerPoint presentation on a status update and upcoming actions for member agency reach codes and responded to board member questions.

Chair Gibbons opened Public Comment.

No speakers.

Chair Gibbons closed Public Comment.

Board Member Announcements and Future Agenda Items
Director Ellahie announced the City of Monte Sereno would be hosting its annual picnic on August 21, 2022, noon, at Vasona Park and invited all to attend.

Director Klein announced a Mercury News article was published on August 7, 2022, addressing the City of Sunnyvale’s new City Hall development, which will be net zero and will receive a platinum LEED rating.

Director Chua announced Congressmember Ro Khanna visited the City of Milpitas to gather ideas for projects that he could speak with other congressmembers about. Director Chua noted the City of Milpitas requested $3M to electrify approximately 200 homes, and anticipated the project would be approved in the fall.

Director Martinez Beltran announced the Children’s Business Fair occurred on August 6, 2022, and suggested SVCE be involved in future children’s business fair events. Director Martinez Beltran announced a Women’s Walk & Open Mic on August 26, 2022 in Downtown Morgan Hill, and a brunch on August 27, 2022 with a panel discussing impacts of overturning Roe.

Chair Gibbons suggested expanding the SVCE engagement at community events to provide power through solar as opposed to gas generators, as was done at the City of Cupertino Earth Day event.

Director Abe-Koga thanked SVCE staff for their partnership in developing concepts for submission to the Metropolitan Transportation Commission transportation electrification program Call for Project ideas, which was a call for projects to solicit ideas on how to accelerate and expand access to electric mobility options. Dir. Abe-Koga noted the City of Mountain View and the City of Milpitas split the projects and represented the partnership and would continue to monitor the progress of the program. Dir. Abe-Koga noted she was hopeful there would be funding opportunities for the area.

Item 1a Draft Minutes: August 10, 2022 Board of Directors Meeting

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Public Comment on Closed Session
This item was not heard.

Convene to Closed Session
Chair Gibbons announced the Board of Directors would convene to Closed Session at 8:34 p.m. to discuss the following:

Conference with Legal Counsel—Existing Litigation
(California Government Code Section 54956.9(d)(1))
Name of case: Central Coast Community Energy, a California joint powers authority; Silicon Valley Clean Energy Authority, a California joint powers authority v. Big Beau Solar, LLC, et al, Santa Clara County Superior Court Case No. 22CV398156
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case) 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
The Board of Directors returned from Closed Session at 11:04 p.m.; Chair Gibbons noted there was nothing to report out on the following:

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: August 10, 2022 Board of Directors Meeting 1 July Treasure Report 2022

TREASURER REPORT
Fiscal Year to Date
As of July 31, 2022
(Preliminary & Unaudited)
Issue Date: September 14, 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
2 July Treasure Report 2022
Financial Highlights for the month of July 2022:
> SVCE operations resulted in a change in net position for the month of $15.8 million and fiscal-year-to-date (FYTD) change in net position of $29.7 million. > Retail GWh sales for the month landed -0.9% below budget. > FYTD operating margin of $47.2 million or ~17.3% is below budget expectations of 23.9% operating margin for the fiscal year to date. > FYTD Power Supply costs are 5.2% above budget.
> SVCE is investing ~91.3% of available funds generating FYTD investment income of $0.21 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 10,904 6,764 13,067 15,819 31,007 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 11,419 14,537 15,435 17,504 153,225 Wholesale Sales (195) - (15) (82) (182) (208) (236) (23) (56) (18) (1,013) Capacity 2,890 2,207 2,324 3,281 3,557 3,544 3,923 4,236 4,965 5,550 36,477 CAISO Charges (1,301) 205 2,286 1,116 1,004 (328) (1,124) (2,066) 1,721 2,130 3,645 NEM Expense 3 152 (187) (200) (30) 151 39 617 897 761 2,204 Charge/Credit (IST/Net Rev) 1,189 (125) 759 1,855 2,020 3,029 4,966 5,864 7,316 3,955 30,829 Net Power Costs 14,525 17,908 18,660 23,179 22,035 26,744 18,989 23,166 30,279 29,882 - - 225,366 274,979 Other Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Capital Expenditures 4 13 10 - 5 18 - 21.44 - 56 128 150 Energy Programs 68 123 116 220 114 134 121 172 112 179 1,359 8,582 Load Statistics - GWh Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Retail Sales Actual 302 288 327 322 286 306 284 294 322 347 3,078 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 July Treasure Report 2022

Working Capital $203,550,258
Current Ratio 5.4
Operating Margin 16.5%
Expense Coverage Days 209
Long-Term Debt $0
Total Accounts 277,149
Opt-Out Accounts (Month) 72
Opt-Out Accounts (FYTD) 443
Opt-Up Accounts (Month) (1)
Opt-Up Accounts (FYTD) 216
Other Statistics and Ratios
Item 1b

YTD EXPENSES
Retail Sales -Month

60.0 51.5

50.0 45.9
"' 40.0 C:
0 : 30.0
~ 20.0

10.0 0.0
Actual Amended Budget
Controllable O&M - Month

35.0 31.4 30.5

30.0 25.0
"' .2 20.0
~ 15.0

10.0 5.0

0.0 Actual Amended Budget
Personnel

2.3%
preciation

0.0%

25.8 I
FY20/21

24.2 FY20/21
G&A

0.8%
Retail Sales -YTD
300.0 269.9 281.6
250.0
192.8
"' 200.0
I C:
0 : 150.0
~ 100.0

50.0 0.0
Actual Amended Budget FY20/21
Controllable O&M -YTD
300.0
240.3 232.2 250.0 209.0
"' 200.0 C:
0 : 150.0
~ 100.0

50.0 0.0
Actual Amended Budget FY20/21
4 July Treasure Report 2022
Current Assets
Cash & Cash Equivalents $ 162,474,421
Accounts Receivable, net of allowance 45,783,607
Accrued Revenue 30,966,901
Other Receivables 31,988
Prepaid Expenses 4,910,527
Deposits 5,546,882
Restricted cash 161,902
Total Current Assets 249,876,228
Noncurrent assets
Capital assets, net of depreciation 363,354
Deposits 45,330
Total Noncurrent Assets 408,684
Total Assets 250,284,912
Current Liabilities
Accounts Payable 973,827
Accrued Cost of Electricity 31,921,546
Other accrued liabilities 855,422
User Taxes and Energy Surcharges due to other gov'ts 1,238,273 Supplier securit deposits 11,175,000
Total Current Liabilities 46,164,068
Noncurrent Liabilities
Supplier security deposits 7,031,250
Total noncurrent liabilities 7,031,250
Total Liabilities 53,195,318
Net investment in capital assets 363,354
Restricted for security collateral 161,902
Unrestricted (deficit) 196,564,338
Total Net Position $ 197,089,594

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of July 31, 2022
ASSETS

LIABILITIES
Item 1b
5 July Treasure Report 2022

OPERATING REVENUES
Electricity Sales, Net $ 266,198,996
GreenPrime electricity premium 1,456,693
Other income 20,501
Liquidated damages 2,224,250
TOTAL OPERATING REVENUES 269,900,440

OPERATING EXPENSES
Cost of Electricity 225,363,294
Contract services 7,437,549
Staff compensation and benefits 5,451,691
General & Administrative 1,951,914
Depreciation 81,477
TOTAL OPERATING EXPENSES 240,285,925
OPERATING INCOME(LOSS) 29,614,515

NONOPERATING REVENUES (EXPENSES)
Grant Income 1,294,077
Interest Income 210,688
Financing costs (112,172)
TOTAL NONOPERATING REVENUES (EXPENSES) 1,392,593
CHANGE IN NET POSITION 31,007,108
Net Position at beginning of period 166,082,486
Net Position at end of period $197,089,594

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

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

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 235,787,776
Receipts from liquidated damages $ 2,224,250
Other operating receipts 11,275,502
Payments to suppliers for electricity (231,065,390)
Payments for other goods and services (10,167,196)
Payments for staff compensation and benefits (5,456,686) Tax and surcharge payments to other governments (4,298,554) Net cash provided (used) by operating activities (1,700,298)

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Grant revenue received 1,294,077
Finance costs paid 132,187

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition of capital assets (108,895)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 210,688
Net change in cash and cash equivalents (172,241)
Cash and cash equivalents at beginning of year 162,808,564 Cash and cash equivalents at end of period $162,636,323 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 162,474,421
Restricted cash 161,902
Cash and cash equivalents $ 162,636,323

STATEMENT OF CASH FLOWS
October 1, 2021 through July 31, 2022
Item 1b
7 July Treasure Report 2022
Operating Income (loss) $ 29,614,515
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 81,477
Revenue adjusted for uncollectible accounts (500,000)
(Increase) decrease in net accounts receivable (19,293,423) (Increase) decrease in energy settlements receivable 269,012 (Increase) decrease in other receivables 198,497
(Increase) decrease in accrued revenue (16,556,281)
(Increase) decrease in prepaid expenses (2,532,291)
(Increase) decrease in current deposits (4,820,798)
Increase (decrease) in accounts payable (582,719)
Increase (decrease) in accrued cost of electricity (2,927,719) Increase (decrease) in accrued liabilities (30,980)
Increase (decrease) in energy settlements payable 4,022,174 Increase (decrease) in taxes and surcharges due to other governments 183,238 Increase (decrease) in supplier security deposits 11,175,000 Net cash provided (used) by operating activities $ (1,700,298)

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 July 31, 2022
Item 1b
8 July Treasure Report 2022
FYTD FYTD FY 2021-22 FY 2021-22 `
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $268,928,136 $280,671,928 -$11,743,792 -4% $384,498,000 $115,569,864 Green Prime Premium 1,456,693 921,347 535,346 58% 1,005,000 (451,693) Liquidated damages 2,224,250 2,224,250
TOTAL OPERATING REVENUES 272,609,079 281,593,275 (8,984,196) -3% 385,503,000 115,118,171

ENERGY EXPENSES
Power Supply 225,363,294 214,160,248 11,203,046 5.2% 274,979,000 49,615,706 Operating Margin 47,245,785 67,433,027 (20,187,242) -30% 110,524,000

28.7%

OPERATING EXPENSES
Data Management 2,645,700 2,707,843 (62,143) -2% 3,249,000 603,300 PG&E Fees 984,970 1,208,288 (223,318) -18% 1,450,000 465,030 Salaries & Benefits 5,451,691 7,112,201 (1,660,510) -23% 8,535,000 3,083,309 Professional Services 2,376,890 4,770,340 (2,393,450) -50% 5,669,000 3,292,110 Marketing & Promotions 458,218 758,386 (300,168) -40% 908,000 449,782 Notifications 105,975 109,375 (3,400) -3% 131,000 25,025 Lease 416,620 437,500 (20,880) -5% 525,000 108,380
General & Administrative 1,036,302 978,513 57,789 6% 1,225,000 188,698 TOTAL OPERATING EXPENSES 13,476,366 18,082,446 (4,606,080) -25% 21,692,000 8,215,634 OPERATING INCOME/(LOSS) 33,769,419 49,350,581 (15,581,162) -32% 88,832,000 55,062,581

NON-OPERATING REVENUES
Other Income 20,501 41,667 (21,166) -51% 50,000 29,499
Investment Income 210,688 250,000 (39,312) -16% 300,000 89,312 TOTAL NON-OPERATING REVENUES 231,189 291,667 (60,478) -21% 350,000 118,811

NON-OPERATING EXPENSES
Financing 112,172 33,333 78,839 237% 40,000 (72,172)

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 128,157 125,000 3,157 3% 150,000 21,843
Transfer to Programs Fund 5,651,215 5,651,215 - 0% 6,781,000 1,129,785 Nuclear Allocation 500,000 500,000 600,000 100,000
Double Down Programs Allocation 14,166,667 14,166,667 17,000,000 2,833,333 Customer Bill Relief 1,435,063 2,500,000 3,000,000 1,564,937 TOTAL OTHER USES 21,881,102 22,942,882 (1,061,780) -5% 27,531,000 5,649,898

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $12,007,334 $26,666,033 -$14,658,699 -55% $61,611,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ 24,381,000 $ 20,317,882 $ 4,063,118 83% EXPENDITURES & OTHER USES:

Program expenditures 8,581,581 1,358,653 7,222,928 15.8% Net increase (decrease) in fund balance $ 15,799,419 $18,959,229 Fund balance at beginning of period 5,837,711
Fund balance at end of period $24,796,940

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

Program expenditures * 2,850,000 6,135 2,843,865 0.2%
Net increase (decrease) in fund balance $ (2,850,000) (6,135) Fund balance at beginning of period 7,990,315
Fund balance at end of period $7,984,180

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through July 31, 2022

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2021 through July 31, 2022
Item 1b
,. ,.
10 July Treasure Report 2022
Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 12,007,334
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (81,477)
Subract program expense not in operating budget (1,358,653) Subract CRCR expense not in operating budget (6,135)
Add back transfer to Program fund 20,317,882
Add back capital asset acquisition 128,157
Change in Net Position 31,007,108

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

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

OPERATING FUND
Item 1b
,..
11 July 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 $ 31,256,974 $ 31,334,686 $ 44,768,429 $ 45,749,089 $ 266,198,996 Green electricity premium 80,961 $ 60,556 $ 95,594 $ 462,687 $ 103,634 $ 131,601 $ 116,747 $ 141,505 $ 131,322 $ 132,086 1,456,693 Other Income 1,000 $ 2,500 $ 1,000 $ 3,500 $ 2,250 $ 5,251 $ 1,000 $ 2,000 $ 1,000 $ 1,000 20,501 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 31,374,721 31,478,191 44,900,751 45,882,175 - - 269,900,440

OPERATING EXPENSES
Cost of electricity 14,524,607 17,907,845 18,660,060 23,179,137 22,034,894 26,743,821 18,988,683 23,163,741 30,278,708 29,881,798 225,363,294 Staff compensation and benefits 448,844 465,162 593,320 572,350 538,861 551,232 540,655 555,023 630,611 555,633 5,451,691 Data manager 263,759 263,759 262,863 263,514 264,092 264,817 265,002 - 531,059 266,835 2,645,700 Service fees - PG&E 97,254 96,768 104,341 97,053 97,084 97,331 97,671 - 199,269 98,199 984,970 Consultants and other professional fees 370,413 341,404 376,273 473,924 393,452 363,558 395,856 744,189 28,855 318,955 3,806,879 General and administration 209,985 134,289 152,437 306,490 129,063 161,762 179,349 247,909 175,222 255,408 1,951,914 Depreciation 7,289 8,162 7,774 7,716 7,853 8,168 8,169 8,558 8,558 9,230 81,477 Total operating expenses 15,922,151 19,217,389 20,157,068 24,900,184 23,465,299 28,190,689 20,475,385 24,719,420 31,852,282 31,386,058 - - 240,285,925 Operating income (loss) 1,524,890 (4,532,626) (2,244,745) (6,283,166) (5,779,861) 1,727,330 10,899,336 6,758,771 13,048,469 14,496,117 - - 29,614,515

NONOPERATING REVENUES (EXPENSES)
Grant Income 1,294,077 1,294,077
Interest income 18,545 18,382 19,370 18,957 16,791 17,596 15,861 16,059 29,596 39,531 210,688 Financing costs (11,042) (11,626) (12,027) (11,042) (11,226) (11,042) (11,042) (11,041) (11,042) (11,042) (112,172) Total nonoperating revenues (expenses) 7,503 6,756 7,343 7,915 5,565 6,554 4,819 5,018 18,554 1,322,566 - - 1,392,593 CHANGE IN NET POSITION $ 1,532,393 $ (4,525,870) $ (2,237,402) $ (6,275,251) $ (5,774,296) $ 1,733,884 $ 10,904,155 $ 6,763,789 $ 13,067,023 $ 15,818,683 $ - $ - $ 31,007,108

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2021 through July 31, 2022
Item 1b
12 July 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 $15,861 $16,059 $29,596 $39,531 $0 $0 $210,688 Portfolio Invested
Average daily portfolio available to invest* 152,976,979 155,897,345 155,743,105 157,270,808 153,138,549 145,837,752 137,341,613 133,261,734 132,574,141 145,457,337 Average daily portfolio invested 141,994,910 145,456,026 148,530,962 147,297,741 145,363,213 137,891,490 128,040,211 122,422,665 125,005,246 132,803,050 % of average daily portfolio invested 92.8% 93.3% 95.4% 93.7% 94.9% 94.6% 93.2% 91.9% 94.3% 91.3% Detail of Portfolio
Opening Rate Current Rate
Carrying
Value
Interest
Earned
Money Market - River City Bank 1.26% 0.36% $145,907,048 $39,482 * Note: Balance available to invest does not include lockbox funds. -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

RESIDENTIAL ACCOUNTS
300 VI
"O
C: 246.9 247.2 247.4 247.5 248.1 248.3 248.5 249.0 249.3 249.6 (II 250 VI ::,
0 .=
I- 200
150
100
50 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
- Actual - Budget

NON-RESIDENTIAL ACCOUNTS
30 VI 27.7 ?7.f. 27.6 27.~ 27.~ 27.4 27A 27.4 27.S 27.S "O C:
(II
VI
::, 25
0 .r:

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% 83.0% 80.6% 81.6% 84.6% 31 to 60 days 8.3% 11.6% 9.1% 5.4% 6.9% 6.7% 4.5% 7.6% 7.6% 5.6% 61 to 90 days 3.1% 3.7% 5.1% 3.9% 2.7% 2.7% 2.2% 2.0% 2.4% 2.4% 91 to 120 days 2.0% 2.9% 3.0% 3.2% 2.5% 1.7% 1.7% 1.6% 1.3% 1.6% Over 120 days 12.0% 15.1% 15.0% 17.1% 14.1% 11.1% 8.6% 8.1% 7.1% 5.9%

TOTAL DUE
Bad Debt % (Budget)
1%
Accounts Receivable Days
45 Days
$47,532,774
Item 1b

AGE SUMMARY
$45,000,000
$40,203,308
$40,000,000
$35,000,000
$30,000,000
$25,000,000
$20,000,000
$15,000,000
$10,000,000
$5,000,000 $2,638,327 $2,801,847
-
$1,124,864 $764,428
- $0
<30 days <60 days <90 -days <120 - days Older

Page 1 of 2 ends

Staff Report – Item 1c
Item 1c: Adopt Resolution Authorizing Public Meetings to Continue to Be Held Via Teleconferencing Pursuant to Government Code Section 54953(e) and Making Findings
From: Trisha Ortiz, General Counsel
Prepared by: Trisha Ortiz, General Counsel
Date: 9/14/2022

RECOMMENDATION
To continue meetings to be held via teleconferencing pursuant to Government Code Section 54953(e), adopt the attached Resolution 2022-19 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.

Item 1c
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Agenda Item: 1c Agenda Date: 9/14/2022

Page 2 of 2 ends

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).

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.

The list below identifies the board meeting dates and corresponding resolutions 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):

November 10, 2021: 2021-26;
December 8, 2021: 2021-27;
January 12, 2022: 2022-02;
February 9, 2022: 2022-03;
March 9, 2022: 2022-07;
April 13, 2022: 2022-11;
May 11, 2022: 2022-13;
June 8, 2022: 2022-14, and
August 10, 2022: 2022-17.

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

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

ANALYSIS & DISCUSSION
The attached Resolution makes the periodic findings necessary to continue holding meetings under Government Code Section 54953(3). Specifically, the attached Resolution makes findings that the Board has reconsidered the circumstances of the COVID-19 state of emergency and that local officials continue to recommend measures to promote social distancing. As required by Government Code Section 54953(e)(3), the resolution makes the findings as of September 9, 2022, and provides that the findings will cover the period of time until the next regular meeting of the Board. The resolution applies to both the Board of Directors and its Committees.

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

ATTACHMENTS

1. Resolution 2022-19 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 2022-19

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2022-19

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 2022-19
Emergency in response to the COVID-19 pandemic (the “Emergency”) which remains in effect; and
WHEREAS, the Santa Clara Public Health Officer recommends that public bodies meet remotely to the extent possible, specifically including use of newly enacted AB 361.

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

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

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

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

Section 2. The Board has reconsidered the circumstances of the COVID-19 state of emergency and local officials continue to recommend measures to promote social distancing. As required by Government Code Section 54953(e)(3), the findings made pursuant to this Section 2 shall apply as of September 9, 2022 and shall cover the period of time until the next regular meeting of the Board.

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

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

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

PASSED AND ADOPTED this 14th day of September 2022, by the following vote:

Item 1c
Attachment 1
3 RESOLUTION 2022-19

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
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Ellahie
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein

Chair
ATTEST:

Andrea Pizano, Board Clerk
Item 1c
Attachment 1

Page 1 of 1 ends

Staff Report – Item 1d
Item 1d: Approve Amendment No. 5 to Employment Agreement for Chief Executive Officer To: Silicon Valley Clean Energy Board of Directors
From: Trisha Ortiz, General Counsel
Date: 9/14/2022

RECOMMENDATION
The CEO Employment Agreement Ad Hoc Committee recommends approving Amendment No. 5 to the Employment Agreement for Chief Executive Officer (“Agreement”).

BACKGROUND
Girish Balachandran was hired as the Chief Executive Officer (“CEO”) on February 19, 2018 pursuant to the Agreement. In 2018, 2019 and 2020, the Board approved Amendment Nos. 1, 2, 3 and 4 to the Agreement providing for salary increases, changing the term of the Agreement and amending other provisions relating to the CEO evaluation process and certain Benefits. The 2022 performance evaluation of the CEO has been completed and a salary increase is being proposed along with granting additional management leave time.

ANALYSIS & DISCUSSION
Amendment No. 5 to the Agreement makes the following changes:
• Increases the annual salary from $384,000 to $422,400. • Allows the CEO to elect to receive an additional $1,000 per month in lieu of participating in SVCEA’s group medical insurance plan, either as: (a) a contribution to his 457 Plan, or (b) compensation added to his base salary. Although the current agreement allows the CEO to elect to receive the payment instead of medical insurance, it does not provide a choice between either a contribution to the 457 Plan or additional salary. Rather, the current agreement allows only an election to take the $1,000 as a contribution to the 457 Plan. • Provides an additional 80 hours of management leave time to be used before September 30, 2023. The time cannot be accumulated and carried forward after September 30, 2023, and cannot be paid to the CEO if unused on September 30, 2023.

ATTACHMENTS

1. Amendment No. 5 to Employment Agreement for Chief Executive Officer Item 1d
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AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT FOR

CHIEF EXECUTIVE OFFICER
The Employment Agreement, dated December 13, 2017, between the Silicon Valley Clean Energy Authority (SVCEA or Employer) and Girish Balachandran, an individual, (Employee) as amended by Amendment Nos. 1, 2, 3 and 4 is further amended by this Amendment No. 5, effective October 3, 2022.

A. SVCEA and Employee entered into an Employment Agreement (Agreement), as identified above, providing for the employment of Employee as Chief Executive Officer of SVCEA, commencing on February 19, 2018.

B. In 2018, 2019, 2020 and 2021, the Board of Directors approved Amendment Nos. 1, 2, 3 and 4 to the Agreement providing for salary increases, changing the term of the Agreement and amending other provisions relating to the CEO evaluation process and certain benefits.

C. The parties desire to further amend the Agreement with this Amendment No. 5 to provide for a salary increase.

D. In entering into this Amendment No. 5, the parties expect to confer six months prior to its termination regarding any extension to the Term and the terms on which such extension would be provided, including but not limited to establishing goals and achievements for which Employee would be eligible to receive a bonus.

NOW, THEREFORE, the parties desire to amend the Agreement as follows:

1. Section 5, titled “Salary” is amended and restated to read as follows:

Salary. Effective October 3, 2022, SVCEA shall pay Employee a base salary of $422,400 per year, prorated and paid on SVCEA’s normal paydays, subject to legally permissible or required deductions. Employee’s salary is compensation for all hours worked and for all services under this Agreement. Employee shall be exempt from overtime pay provisions of California law (if any) and federal law. Employee’s salary may be adjusted periodically to reflect cost of living increases and merit increases.

2. The first paragraph of Section 7, titled “Benefits” is amended and restated to read as follows:

Benefits. During the Term of this Agreement, EMPLOYEE shall be entitled to participate in any group insurance plan (including medical, dental, vision, life and disability, if any), retirement program or similar plan or program of SVCEA established by the Board during the term of this Agreement to the extent EMPLOYEE is eligible under its provisions. EMPLOYEE may elect to receive a $1,000 per month in lieu of participating in SVCEA’s group medical insurance plan, either as: (a) a contribution to his 457 Plan , or (b) compensation added to the base salary described in Item 1d
Attachment 1
-2-
12955-0001\2710312v2.doc
Section 5. Due to a statutory cap on contributions to SVCEA’s 401(a) plan, EMPLOYEE will not receive the full benefit of the 10% salary match that is available to all employees. Therefore, SVCEA will provide an additional contribution to the Section 457 deferred compensation program for EMPLOYEE in an amount that equals half the difference between the statutory cap on the total contributions to Employee’s 401(a) plan and total amount that would be contributed based on the EMPLOYEE’s annual salary if such statutory cap did not exist. Such payments shall be divided and deposited on EMPLOYEE’s behalf for each pay period. In the event SVCEA establishes a separate benefit program for executive and management employees, EMPLOYEE shall be entitled to participate only in such benefit program. SVCEA may establish additional benefit programs and may modify or eliminate any benefit plan or program in its discretion, in accordance with applicable law. Employee shall be entitled to any unpaid time off benefit granted to SVCE employees with any unpaid time off requested by Employee subject to the approval of the Board Chair. In addition, EMPLOYEE shall be entitled to the following benefits:

3. Section 7 (Benefits), sub-section (a) (Paid Time Off) is amended and restated to read as follows:
a. Paid Time Off; Management Leave. EMPLOYEE will accrue paid time off (PTO) in the amount of 320 hours per year, prorated and credited each pay period. Except as otherwise provided in this Agreement, PTO shall be subject to any SVCEA PTO policy applicable to employees generally. In addition, EMPLOYEE shall be entitled to an additional 80 hours of management leave to be used before September 30, 2023. Such leave may not be accumulated and carried forward after September 30, 2023, and shall not be paid to EMPLOYEE if unused on September 30, 2023.

Except as expressly amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.

Item 1d
Attachment 1
-3-
12955-0001\2710312v2.doc
IN WITNESS WHEREOF, the parties have executed this Amendment No. 5.

Silicon Valley Clean Energy Authority Employee
__________________________________ ____________________________ Chair, Board of Directors
DATE: _________________
ATTEST:
____________________________
Secretary/Clerk
Girish Balachandran
DATE: _________________
APPROVED AS TO FORM:
____________________________
Trisha Ortiz
General Counsel
Item 1d
Attachment 1

Page 1 of 1 ends

Staff Report – Item 1e
Item 1e: Approve General and Administrative Policy #7: Chief Executive Officer Absence Policy
From: Girish Balachandran, CEO
Prepared by: Kevin Armstrong, Deputy Director of Administrative Services Date: 9/14/2022

RECOMMENDATION
Approve General & Administrative Policy #7 (GAP7) establishing a CEO absence policy authorizing the Chief Executive Officer (CEO) to delegate his duties during a temporary absence from regular work, either planned or unplanned, to one Department Director, for a period not exceeding 30 days.

BACKGROUND
Silicon Valley Clean Energy (SVCE) has been informally assigning limited CEO responsibility to Director-level staff during times when the CEO is unavailable.

ANALYSIS & DISCUSSION
Based on discussion with outside counsel, SVCE believes that it is prudent to have a board-adopted policy delegating authority to an Acting CEO during the CEO’s unavailability. A board-adopted policy would formally allow for the temporary transfer of executive duties to another position within SVCE, rather than relying on unofficial practice. A formal policy would provide clarity and confirm authority should any question of legitimacy arise during such time of absence.

SVCE would like the CEO absence policy to provide the CEO the ability to designate any one of the Department Directors as Acting CEO. In cases where the CEO is unable to designate an Acting CEO, or should an absence extend beyond 30 days, a special meeting of the Executive Committee shall be called to appoint an Acting CEO.

STRATEGIC PLAN
Approval of a CEO Absence Policy will directly support Goal 1 of the Strategic Plan, which is to “Build and maintain a high-performing team”.

ALTERNATIVE
SVCE would not implement a CEO absence policy and would continue to unofficially delegate duties during short-term CEO absences.

FISCAL IMPACT
There is no fiscal impact associated with this policy.

ATTACHMENTS

1. GA Policy #7 – CEO Absence Policy
Item 1e
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GAP7
Category: GENERAL & ADMINISTRATIVE
Page | 1 Proposed: 9/14/2022

CHIEF EXECUTIVE OFFICER ABSENCE POLICY
I. PURPOSE
To establish a procedure for conducting Silicon Valley Clean Energy (SVCE) business operations during a temporary absence of the Chief Executive Officer (CEO), lasting 30 days or less.

II. SCOPE
All SVCE functions regularly conducted by the Chief Executive Officer, including those delegated by the board.

III. DEFINITIONS
“Functions” shall mean any normal business function or decision requiring the input / authority of the SVCE Chief Executive Officer.

IV. POLICY
SVCE recognizes there will be times when the CEO is absent from work and unavailable to perform the regular functions of the role, whether due to planned or unplanned events. This policy establishes the method by which an Acting CEO is selected.

During any such absence of the CEO from regular work functions, whether planned (Management Leave, Paid-Time-Off, or other reason), or unplanned, the CEO shall designate one Department Director (currently Power Policy, Planning, Procurement, Regulatory and Operations, Finance and Administration, Energy Services and Community Relations, or Decarbonization Programs and Policy, but subject to future change) to serve as Acting CEO during his / her absence. The Acting CEO shall represent SVCE and perform the regular functions of the CEO role for the duration of any absence and shall return those functions to the CEO upon his / her return.

In cases where the CEO is unable to designate an Acting CEO, or should an absence extend beyond 30 days, a special meeting of the Executive Committee shall be called to appoint an Acting CEO.

The Acting CEO shall be subject to the same limits of authority as the CEO, as noted in Section 6.5.4 and Table 4 of SVCE’s Energy Risk Management Policy, adopted November 10, 2021.

Item 1e
Attachment 1
, ~, SILICON VALLEY
~CLEAN ENERGY

Page 1 of 3 ends

Staff Report – Item 1f
Item 1f: Authorize CEO to Execute a 5-Year Agreement with Adapt2 Solutions, Inc. for Deal Capture and Settlements Software
From: Girish Balachandran, CEO
Prepared by: Amrit Singh, CFO / Director of Administrative Services Zakary Liske, Senior Manager of Power Operations
Date: 9/14/2022

RECOMMENDATION
Staff recommends that the Board authorize the CEO to execute the attached agreement with Adapt2 Solutions, Inc with non-substantive changes approved by the CEO and subject to final review and approval by the General Counsel. The agreement has a not to exceed cost of $3,296,405 over 5 years to develop, implement, and maintain a deal capture and settlements software platform as part of phase 1 of the Business Process Optimization Project (“BPO”).

BACKGROUND
In 2021 as part of one of the five strategic focus areas, staff initiated a comprehensive assessment of SVCE’s business processes to move the operations from a startup phase to more mature processes leveraging technology. The high-level goals of BPO are to create auditable, automated, secure, and integrated business processes. Currently, a small group of staff manages multiple large transactions with monthly cashflow that can in absolute terms reach over $75 million using labor-intensive and manual processes along with reliance on core functions with outside vendors/consultants. With BPO tools, these processes will align with industry best practices of using Energy Trading and Risk Management (“ETRM”) tools to streamline, automate and gain the ability to efficiently and effectively make insightful data-driven decisions. Staff created a BPO roadmap that currently has three phases of implementation with this being phase one that is focused on deal capture and settlements system. Phase 2 will focus on portfolio and risk management integrations and phase 3 will be defined later and could cover functions of customer relationship management, decarbonization program design and implementation, meter data and load forecasting, and financial management and modeling.

Staff developed detailed functional requirements of SVCE’s needs in a deal capture and settlements system.

Using these requirements, Staff reached out to several vendors to learn about their systems and potential fit for SVCE’s needs. Using the knowledge gained from the initial assessment, staff developed a Request for Proposals (RFP) and released that to the public in early February 2022. The RFP was structured to allow firms to respond to either or both elements of deal capture and settlements systems.

SVCE received responsive proposals from the following three firms in March 2022:
• Adapt2 Solutions
• Hitachi
• Power Settlements
Staff evaluated the three proposals and shortlisted Adapt2 Solutions and Power Settlements, inviting each to provide system demonstrations during late April and early May 2022. Staff’s evaluation criteria included Item 1f
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~CLEAN ENERGY
Agenda Item: 1f Agenda Date: 9/14/2022

Page 2 of 3 ends

assessment of functionality, ability to integrate between systems, ease of use, ease of implementation, relevant market experience, and cost/value.

Staff provided updates on the project to the Executive Committee on May 27, 2022, with a goal of bringing a negotiated contract to the Board of Directors (BOD) by September 2022. Staff finalized its evaluation process in late May, selecting Adapt2 Solutions as its preferred software provider. Contract negotiations launched in late May and progressed over the summer. SVCE has negotiated an agreement with Adapt2 Solutions to build and maintain SVCE’s Adapt2 Green implementation over a period of 5 years, with the option to extend for an additional 5 years.

Adapt2 Green is a web-based, distributed software platform that focuses on portfolios with renewable energy resources. Adapt2 Solutions was founded in 2008 and is based in Houston, Texas. Adapt2’s current customers include similar utilities with renewable portfolios, including NRG and AES, and another CCA - East Bay Community Energy.

ANALYSIS & DISCUSSION
SVCE operates in various wholesale electricity markets including bilateral markets directly with suppliers and the California Independent System Operator (CAISO) day-ahead and real-time markets. Participation in these markets is necessary to procure supply and develop SVCE's portfolio to meet internal and external targets, goals, and compliance mandates as part of SVCE's mission to decarbonize the grid and provide reliable electricity to SVCE's customers.

Traditional utilities and suppliers in the energy sector utilize systems called Energy Trading Risk Management (ETRM) software that can capture and store all of the relevant attributes of a wholesale portfolio including trades, contracts, forecasts, and related financial settlements.

Since SVCE's inception, various tools and models have been developed internally to capture SVCE's wholesale portfolio, most recently with a spreadsheet-based model that captures SVCE's portfolio at a monthly granularity.

While this model was generated in-house and costs only staff time, it is not particularly scalable for the long-run and cannot capture the complexity that SVCE's portfolio is introducing with contracts for renewable resources including solar plus storage.

Through the RFP process SVCE determined that the product that Adapt2 offers will best-fit SVCE's needs and will best capture all of the wholesale transactions and contracts in SVCE's portfolio. In addition, this software will also address a key weakness of SVCE's current spreadsheet-based model: hourly and sub-hourly data.

Spreadsheets typically hit their capability limits at approximately 1 million rows of data. The CAISO's settlements process can easily produce upwards of 35 million rows of data per month, which would quickly push the limits of a spreadsheet.

Further, procuring a Deal Capture and Settlements system also addresses a significant operational risk that SVCE has been facing. Current works processes rely on staff to ensure they minimize and catch mistakes when working with the portfolio in the spreadsheet model. Human error is unavoidable and using a spreadsheet model presents significant opportunities for an unintended error to create problems. SVCE also relies on a spreadsheet model to track power supply invoices, which has the ability to be altered intentionally or not. Adapt2's system will have strict permissions controls around what users have read/write access and on what aspects of the system. This will support SVCE's Energy Risk Management Policy through the segregation of duties between Front (procurement), Middle (risk management), and Back Office (settlements) staff.

For example: authorized Front office staff will be the only ones able to enter transactions and their attributes:
price, quantity, etc. Back office staff will have the ability to receive invoices and track accordingly, but will not be able to modify transaction attributes. This ensures proper separation of duties and creates a workflow in which traders are not receiving or processing invoices for transactions that they make.

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Agenda Item: 1f Agenda Date: 9/14/2022

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Pending Board approval, staff will kick off implementation with Adapt2 and work together to transition portfolio tracking from the current spreadsheet-based model into a software platform supported by a database backend.

Upon completion of implementation and significant parallel testing, SVCE will have completed the first phase of its larger Business Process Optimization project and will turn to subsequent phases.

STRATEGIC PLAN
The proposal supports SVCE’s updated 2021-2022 Strategic Plan Goal 21, which is to “enable data-driven decision-making across the organization”, by building and maintaining a centralized, secure deal repository that allows Staff to efficiently record transactions and settlements.

ALTERNATIVE
An alternative option to using third-party software would be to tackle the development and maintenance of a deal capture and settlements system in-house, including the development of tools and applications. This would require significant staff time to acquire expertise not currently found within the organization and significant time to design, build, and test such a system, increasing operational risk to the organization for an extended period of time.

FISCAL IMPACT
The proposed agreement has a not-to-exceed amount of $3,296,405 for the implementation and software license over the 5-year term, with an estimated first year cost of $1,084,026. The first-year cost, along with a 25% contingency to cover any changes or additional work identified during implementation, is included in the FY22-23 budget request ($1,375,000 total). Appropriations of funds for subsequent years of the agreement will be requested in upcoming budgets.

ATTACHMENTS

1. Draft agreement with Adapt2 Solutions, Inc. for Deal Capture and Settlements Software Item 1f
4879-5513-0666 v.3 1

MASTER AGREEMENT

SOFTWARE AS A SERVICE
This agreement (“Agreement”) is entered into and is effective as of [Effective Date] (“Effective Date”), by and between Silicon Valley Clean Energy, an independent public agency located at 333 W. El Camino Real, Ste 330, Sunnyvale, California 94087 (“SVCE”) and Adapt2 Solutions, Inc., a Texas corporation located at 24 Greenway Plaza, Suite 725, Houston, Texas 77046 (“Service Provider”).

RECITALS
WHEREAS, SVCE requires “software as a service” services, as further described herein, with respect to certain of its information technology needs; WHEREAS, SVCE requested a proposal from Service Provider for such Services, and “Services” means “Accelerated Services” as defined in the attached Exhibit “A”, which does not include the hosting or storage of data or the software, that hosting and storage to be provided to SVCE via the cloud by either MS Azure or AWS;
WHEREAS, Service Provider has experience and expertise in the business of providing the Services;
WHEREAS, Service Provider submitted a proposal to SVCE to perform such Services on behalf of SVCE;
WHEREAS, based on Service Provider’s superior knowledge and experience relating to such Services, SVCE has selected Service Provider to provide and manage the Services; WHEREAS, Service Provider wishes to perform the Services and acknowledges that the successful performance of the Services and the security and availability of SVCE’s data are critical to the operation of SVCE’s business; and,
WHEREAS, Service Provider has agreed to provide the Services to SVCE, all on the terms and conditions set forth herein.

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

1. Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the term (the “Initial Term”) shall commence on the Effective Date and continue for five years. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, this Agreement may be renewed for up to five (5), successive one (1) year terms (each, a “Renewal Term”) upon mutual written agreement of the parties.

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2. Fees. SVCE shall be responsible for and shall pay to Service Provider the fees as further described in Exhibit A, subject to the terms and conditions contained in this Agreement, including, but not limited to, Section 9 Fees; Billing, below.

3. The Services. The terms and provisions of this Agreement and the Exhibits are intended to be construed in harmony. Nonetheless, the provisions of the Exhibit “A” Adapt2 Solutions Subscription Agreement shall exclusively control over all matters provided for in the Subscription Agreement. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to SVCE and provide access to certain software (collectively referred to as the “Accelerated Services” or the “Services”).

3.1 Authorized Users. As provided in Exhibit “A”.

3.2 Acknowledgement of License Grant. For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that Exhibit “A” constitutes a grant of license to use intellectual property in software form, to SVCE by Service Provider.

3.3 Changes in Number of Authorized Users. SVCE is entitled to increase or decrease the initial number of twenty (20) Authorized Users (“Minimum Commitment”), on an as-requested basis; provided, however, that SVCE shall maintain the Minimum Commitment unless the parties otherwise agree to adjust the Minimum Commitment. Should SVCE elect to change the number of Authorized Users, Service Provider shall reduce or increase Authorized Users specified in Exhibit A and adjust the prospective Services Fees accordingly no later than five (5) business days from SVCE’s written request.

3.4 Control and Location of Services. Service Provider does not and will not host either SVCE’s data or environment. SVCE understands and agrees that Accelerated Services will be provided through a cloud-based service with either MS Azure or AWS. The contract for that cloud-based hosting service will be between SVCE and MS Azure or AWS, not Service Provider, and Service Provider’s role in that contract, including the performance of MS Azure or AWS under that contract, will be limited to administration.

3.5 Subcontractors. Service Provider shall not assign or transfer any of its rights or obligations under this Agreement, without SVCE’s prior written consent, and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement. Service Provider’s use of subcontractors internally within Service Provider’s business shall not relieve Service Provider of any of its duties or obligations under this Agreement.

3.6 Storage. Service Provider will not provide any software or data storage to SVCE.

3.7 Development and Test Environments. Service Provider will not provide a test or development environment to SVCE following the first use in production of the Service by SVCE.

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3.8 Documentation. The documentation for the Services (“Documentation”) will accurately and completely describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by an experienced end user and shall provide Authorized Users with sufficient instruction such that an Authorized User can become self-reliant with respect to access and use of the Services. SVCE shall have the right to make any number of additional copies of the Documentation at no additional charge.

Documentation is Confidential Information.

3.9 Changes in Functionality. Exhibit “A” governs changes to functionality in Services.

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

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

3.12 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 materially affect those employed by it or in any way 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, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq. 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. Service Levels.

4.1 Service Levels; Time is of the Essence. For the term of this Agreement, Service Provider shall provide the Services, force majeure events excepted, during the applicable Service Periods and 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.

4.2 Service Level Reporting. On a monthly basis, in arrears and no later than the fifteenth (15th) calendar day of the subsequent month following the reporting month, Service Provider shall provide reports to SVCE describing the performance of the Services and of Service Provider as compared to the Service Level Standards, which shall not include the performance or failure of the provider of the cloud-based service provider AWS or MS Azure; provided, however, that a SVCE Item 1f
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Satisfaction Service Level Survey shall be conducted by Service Provider each year on the anniversary of the Effective Date and the results shall be reported to SVCE by Service Provider no later than the fifteenth (15th) calendar day of the subsequent month following such anniversary date. The reports shall be in a form agreed-to by SVCE, and, in no case, shall contain less than the following information: (a) actual performance compared to the Service Level Standard; (b) the cause or basis for not meeting the Service Level Standard; and (c) the specific remedial actions Service Provider has undertaken or will undertake to ensure that the Service Level Standard will be subsequently achieved. Service Provider and SVCE will meet as often as shall be reasonably requested by SVCE, but no less than monthly, to review the performance of Service Provider as it relates to the Service Levels. Service Provider shall, without charge, make SVCE’s historical Service Level reports available to SVCE upon request.

4.3 Failure to Meet Service Level Standards. In the event Service Provider does not meet a Service Level Standard, Service Provider shall use its best efforts to ensure that any unmet Service Level Standard is subsequently met. Notwithstanding the foregoing, Service Provider will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service.

4.4 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 prepaid fees where Service Provider fails to meet any Service Level Standard: (a) to such an extent that the SVCE’s ability, as solely determined by SVCE, to use the Services is materially disrupted, force majeure events excepted; or, (b) for four (4) months out of any twelve (12) month period.

4.5 Audit of Service Levels. No more than annually, SVCE or SVCE’s agent shall have the right to audit Service Provider’s books, records, and measurement and auditing tools to verify Service Level Standard achievement Support; Maintenance; Additional Services.

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

4.7 Maintenance. Service Provider shall provide, pursuant to the terms and conditions of Exhibit A, bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, 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 Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the three Item 1f
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prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the fees for maintenance.

4.8 Customization / Integration Services. Service Provider will not provide Customization / Integration Services.

4.9 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 the Training Services.

5. Audit Rights of Service Provider. Service Provider shall have no right to conduct an on-premises audit of SVCE’s compliance with the use of the Services. No more than once annually, Service Provider shall have the right to request from SVCE its certification of compliance with the permitted number of Authorized Users. Where the actual number of users exceeds the permitted number of Authorized Users, SVCE, at SVCE’s sole election shall, within thirty (30) business days: (a) reduce the actual number of users so as to be in compliance with the permitted number of Authorized Users in which case no additional Services Fees shall be due to Service Provider; or, (b) acquire the appropriate number of Authorized Users’ licenses at Service Provider’s then listed rate so as to be in compliance with the permitted number of Authorized Users.

6. Change Control Procedure. SVCE may, upon written notice, request changes to the scope of the Services under Exhibit A. If SVCE requests an increase in the scope, SVCE shall notify Service Provider, and, not more than five (5) business days (or other mutually agreed upon period) after receiving the request, Service Provider shall notify SVCE whether or not the change has an associated cost impact. If SVCE approves, SVCE shall issue a change order, which will be executed by the Service Provider.

7. Termination; Renewals.

7.1 Termination for Convenience. Without limiting the right of a party to terminate this Agreement as provided for in this Agreement, SVCE and Service Provider may each terminate this Agreement for convenience upon not less than one hundred eighty (180) days prior written notice to the other.

7.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement for cause as of a date specified in such notice.

7.3 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 amounts due and payable hereunder, such as Performance Credits and prepaid fees, if any.

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7.4 Return of SVCE Data. Service Provider will not host or store SVCE data. Upon the termination of this Agreement, Service Provider shall, within one (1) business day 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 any SVCE Data possessed by Service Provider in the format specified by SVCE.

Further, Service Provider shall certify to SVCE the destruction of any SVCE Data within the possession or control of Service Provider, in accordance with Section

13.5, but such destruction shall occur only after the SVCE Data has been returned to SVCE. This Section shall survive the termination of this Agreement.

7.5 Renewals. Should the Services continue beyond the Initial Term, the Services Fees for the Renewal Term may be increased to reflect Service Provider’s costs.

8. Transition Services. Service Provider will provide to SVCE and/or to the service provider selected by SVCE (“Successor Service Provider”) assistance reasonably requested by SVCE to effect the orderly transition of the Services, in whole or in part, to SVCE or to Successor Service Provider (“Transition Services”) following the termination of this Agreement, in whole or in part. All applicable terms and conditions of this Agreement shall apply to the Transition Services. This Section shall survive the termination of this Agreement.

9. 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.

9.1 Billing Procedures. Service Provider shall bill to SVCE the sums due pursuant to Exhibit A by Service Provider’s invoice, which shall contain: (a) SVCE’s purchase order number, if any, and Service Provider’s invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, if any; and, (e) total amount due. Service Provider shall forward invoices in hardcopy format to [SVCE Accounts Payable Address].

9.2 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 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 as a result of this Agreement shall be paid or withheld by Service Provider.

9.3 Credits. Not applicable.

9.4 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 the SVCE.

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9.5 Auditable Records. Service Provider shall maintain accurate records of all fees billable to, and payments made by, SVCE in a format that will permit audit by SVCE for a period of no less than three (3) years from when a fee was incurred, or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon SVCE’s written request, Service Provider shall provide SVCE with a copy of its annual American Institute of Certified Public Accountants Service Organization Control SOC 2 type 2 report.

9.6 Billing Reviews by Third-Parties. SVCE is not entitled to disclose to a third-party this Agreement, and any other data pertaining to fees paid or payable by SVCE to Service Provider.

9.7 No Suspension of Services. Service Provider shall not suspend any part of the Services where: (a) SVCE is reasonably disputing any amount due to Service Provider; or, (b) any unpaid but undisputed amount due to Service Provider is less than ninety (90) business days in arrears.

10. Representations and Warranties.

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

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

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

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

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

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

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

10.2.1 it is in the business of providing the Services;

10.2.2 the Services are fit for the ordinary purposes for which they will be used;

10.2.3 it is possessed of superior knowledge with respect to the Services but that SVCE possesses superior knowledge of the business of SVCE and the use to which SVCE will employ the Services and that Service Provider is relying upon SVCE’s due diligence and determination that SVCE understands the functionality of the Services, the expertise required of SVCE to use the Services as both documented and demonstrated by Service Provider to SVCE and that SVCE has determined that the Services, as documented and demonstrated, are appropriate for the business of SVCE;

10.2.4 it acknowledges that SVCE is relying on its representation of its experience and expert knowledge of the Services, and that any substantial misrepresentation may result in damage to SVCE;

10.2.5 it knows the particular purpose represented in writing by SVCE to Service Provider for the Services;

10.2.6 it is the lawful licensee or owner of the Services (which excludes any SVCE Data) and has all the necessary rights in the Services to grant the use of the Services to SVCE;

10.2.7 the Services and any other work performed by Service Provider hereunder shall not 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;

10.2.8 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services, and it shall maintain in-force written agreements with such third-party, if any, for the term of this Agreement;

10.2.9 it has the expertise to perform the Services as documented and demonstrated to SVCE in a competent, workmanlike, and professional manner and in accordance with the industry standards;

10.2.10 it will use its commercially reasonable efforts to ensure that no computer viruses, worms, malware, or similar items (collectively, a “Virus”) are Item 1f
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introduced into SVCE’s computing and network environment by the Services, and that, where it transfers a Virus to SVCE through the Services due to Service Provider’s failure to adhere to Service Provider’s software security protocols, it shall reimburse SVCE the actual cost incurred by SVCE to remove or recover from the Virus, including the costs of persons employed by SVCE to perform such services;

10.2.11 intentionally omitted;

10.2.12 in the case of SVCE’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, or access to SVCE Data; and,

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

11. SVCE Data.

11.1 Ownership. SVCE’s data (“SVCE Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) SVCE’s and/or SVCE employees’ data collected, accessed, used, processed, stored, or generated as the result of the SVCE’s use of the Services; and, (b) personally identifiable information (“PII”) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein.

Except where subject to a third party’s intellectual property rights, all SVCE Data is and shall remain the sole and exclusive property of SVCE and all right, title, and interest in the same belongs to SVCE. This Section shall survive the termination of this Agreement.

11.2 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 Item 1f
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disclose or make available SVCE Data for Service Provider’s own purposes or for the benefit of anyone other than SVCE without SVCE’s prior written consent. This Section shall survive the termination of this Agreement.

11.3 Access to, and Extraction of SVCE Data. SVCE shall have full and complete access to the Services, 24 hours per day, 7 days per week, except during authorized periods of maintenance by Service Provider. Further, Service Provider shall, within one (1) business day of SVCE’s 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, if any, of the SVCE Data possessed by Service Provider in the format specified by SVCE. In the event SVCE gives Service Provider written notice of a “litigation hold”, then as to all data identified in such notice, SVCE shall be responsible for isolating and preserving all such data.

11.4 Backup and Recovery of SVCE Data. Service Provider will not store SVCE’s data.

SVCE is responsible for maintaining a backup of SVCE Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted.

11.5 Loss or Unauthorized Access to the Service. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Service, 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 required by SVCE. If circumstances change and both parties agree that Service Provider should access SVCE’s PII, prior to that access Service Provider and SVCE agree to negotiate in good faith provisions appropriate to governing PII.

12. 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.

12.1 Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. Except for electric and gas usage information provided to Service Provider pursuant to this Agreement, the term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) Item 1f
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developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, SVCE Data shall be deemed to be Confidential Information.

12.2 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.

12.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best 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 cooperate with the other party in seeking injunctive or other equitable relief against any such person. It is understood that SVCE is subject to the California Public Records Act (Gov. Code § 6250 et seq.). If a request under the California Public Records Act is made to view Service Provider’s Confidential Information, SVCE shall notify Service Provider of the request and the date that such records will be released to the requester unless Service Provider obtains a court order 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.

12.4 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 SVCE, at the sole election of SVCE, the immediate termination, without liability to SVCE, of this Agreement.

12.5 Surrender of Confidential Information upon Termination. Upon termination of this Agreement or Exhibit A, in whole or in part, each party shall, within five (5) 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 Item 1f
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party on behalf of the other party, which is in such party’s possession, custody, or control; provided, however, that Service Provider shall return SVCE Data to SVCE following the timeframe and procedure described further in this Agreement.

Should Service Provider or SVCE determine that the return of any SVCE Data or non-SVCE Data Confidential Information is not feasible, Service Provider shall destroy the data comprising such Confidential Information in compliance with the most current version of NIST standard SP800-88, or other standard acceptable to the SVCE, and shall certify the same in writing within five (5) calendar days from the date of termination to the other party.

13. Data Privacy and Information Security.

13.1 Undertaking by Service Provider. At SVCE’s request, Service Provider shall be responsible for establishing, maintaining, and providing a written description to SVCE of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards. Service Provider will not store SVCE’s Data. The Services do not include handling credit card information.,

13.2 Audit by Service Provider. No less than annually, Service Provider shall conduct a comprehensive independent third-party SOC 2 audit.

13.3 Right of Audit by SVCE. Without limiting any other audit rights of SVCE, SVCE shall have the right to review Service Provider’s data privacy and information security program prior to the commencement of Services and from time to time during the term of this Agreement. During the providing of the Services, on an ongoing basis from time to time and without notice, SVCE, at its own expense, shall be entitled to perform, or to have performed, an on-site audit of Service Provider’s data privacy and information security program. In lieu of an on-site audit, upon request by SVCE, Service Provider agrees to complete, within forty-five (45 days) of receipt, an audit questionnaire provided by SVCE regarding Service Provider’s data privacy and information security program.

13.4 Audit Findings. Service Provider shall implement any required safeguards as identified by SVCE or by any audit of Service Provider’s data privacy and information security program.

13.5 Pattern of Violations. It shall be considered a material breach of this Agreement if Service Provider engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein. Service Provider understands that if SVCE finds that Service Provider is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement SVCE shall promptly cease all disclosures of Confidential Information to Service Provider.

Service Provider further understands that if SVCE receives a customer complaint about Service Provider’s misuse of data or other violation of the Disclosure Provisions, SVCE shall promptly cease disclosing that customer’s information to Item 1f
Attachment 1
4879-5513-0666 v.3 13
Service Provider and shall notify the California Public Utilities Commission (“CPUC”) of the complaint.

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

13.7 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.

13.8 SVCE’s Right to Termination for Deficiencies. SVCE reserves the right, at its sole election, to immediately terminate this Agreement without limitation and without liability if SVCE reasonably determines that Service Provider fails or has failed to meet its obligations under this Section.

14. Proprietary Rights.

14.1 Title. The copyright of Licensee’s software and documentation underlying the Subscription shall at all times remain the sole property of ADAPT2. ADAPT2 remains the sole owner of all right, title, and interest in the services and Subscription. Except as stated in the terms of this Agreement, ADAPT2 does not grant the LICENSEE any patents, copyrights, trade secrets, trademarks, or any other rights in respect to the services or Subscription and Licensee’s software and documentation underlying. ADAPT2 reserves all rights not granted under the terms of this Agreement.

14.2 Trademark Ownership. Any trademarks, trade names, services marks, brand names, logos, trademark and service mark registrations and applications, and other trade designations (including unregistered names and marks) (collectively, the “Trademarks”) owned by either Party shall remain the sole and exclusive property of that Party.

14.3 Patent and Copyright Information. ADAPT2 represents and warrants that it has full power and authority to enter into this Agreement, and that it owns the Licensee’s software and documentation underlying the Subscription and is entitled to grant both the Operational Subscription to LICENSEE to use the Subscription and all related materials, free and clear of all liens or other encumbrances. ADAPT2 will, at its own expense, defend, hold harmless and indemnify LICENSEE against any costs (including attorney fees for counsel pre-approved by ADAPT2) or damages Item 1f
Attachment 1
4879-5513-0666 v.3 14
suffered by LICENSEE by virtue of claims that the Subscription, the related materials, or any element of either constitutes an infringement of any existing U.S. patent or copyright; PROVIDED, that LICENSEE gives reasonable written notice of such claims to ADAPT2; and permits ADAPT2 to defend or settle the claims in such a manner as ADAPT2 in its discretion shall determine.

14.4 Remedy. Furthermore, if any item of the Subscription or related materials is, or (in the reasonable opinion of ADAPT2) may become, the subject of a claim of infringement or misappropriation, ADAPT2 may, or if use of the Subscription is enjoined, ADAPT2 shall, at its expense, either: (i) obtain the right of continued use of the Subscription, and/or related materials for LICENSEE; or (ii) as soon as reasonably possible, replace or modify the Subscription and/or its use so that it becomes non-infringing, without adversely affecting the performance of the functions of the Subscription; PROVIDED, that if any such replacement or modification does not, in the opinion of LICENSEE, perform the functions of the Subscription before being replaced or modified, Customer may terminate this Agreement and the Operational License and seek reimbursement of the Total License Fee in a pro rata amount over 12 months relative to the date such replacement or modification is implemented.

15. Indemnification; Limitation of Liability; Insurance.

15.1 General Indemnification. Service Provider agrees to indemnify, defend, and hold harmless SVCE and its elected officials, officers, directors, agents, attorneys and employees (each, an “Indemnitee”) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims”), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any negligence by the Service Provider in the performance of this Agreement, or misconduct of Service Provider, its officers, directors, agents, employees, and subcontractors, during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Service Provider; (c) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; (d) any destruction, or unauthorized access, use, or theft of SVCE Data (collectively, “cyber theft”) or, (e) any material breach of any covenant set forth in this Agreement; provided, however, that to the extent that Claims are caused in whole or in part by Indemnitees or third parties then the indemnity above shall be limited and costs, losses and damages of Claims shall be apportioned among the Service Provider, Indemnitees and third parties on a contributory basis.

15.2 Indemnification Procedures. Promptly after receipt by SVCE of a threat, notice, or filing of any Claim against an Indemnitee, SVCE shall give notice thereof to Service Provider, provided that failure to give or delay in giving such notice shall Item 1f
Attachment 1
4879-5513-0666 v.3 15
not relieve Service Provider of any liability it may have to the Indemnitee except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim and SVCE shall not independently defend or respond to a Claim; provided, however, that: (a) SVCE may defend or respond to a Claim, at Service Provider’s expense, if SVCE’s counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) SVCE shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, SVCE shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse SVCE for all reasonable out-of-pocket costs incurred by SVCE (including, without limitation, reasonable attorneys’ fees and expenses) in providing such cooperation.

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

15.4 Insurance. Unless otherwise approved in writing by SVCE’s risk manager, Service Provider shall, at its own expense, procure and maintain in full force and effect during the term of this Agreement, policies of insurance, of the types and in the minimum amounts stated on the attached Exhibit “B”.

16. General.

16.1 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 venture, or partner of SVCE. In recognition of Service Provider’s status as an independent contractor, SVCE shall carry no Workers’ Compensation insurance or any health or accident insurance to cover Service Provider or Service Provider’s agents or staff, if any. SVCE shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Service Provider nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of SVCE.

16.2 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 Item 1f
Attachment 1
4879-5513-0666 v.3 16
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.

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

16.4 Compliance with Laws; SVCE Policies and Procedures. SVCE and Service Provider agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. SVCE and Service Provider shall comply with SVCE policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

16.5 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 cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.

16.6 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 delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. Where Service Provider fails to use its best 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 providing Services. In no event shall any of the following constitute a force majeure event: (a) failure, inadequate performance, or unavailability of Service Provider’s subcontractors, if any; or, (b) configuration changes, other changes, Viruses, or other errors or omissions introduced, or permitted to be introduced, by Service Provider that result in an outage or inability for SVCE to access or use the Services. Within thirty (30) calendar days following the Effective Date and on an annual basis thereafter until the termination of this Agreement, Service Provider shall provide its then-current business continuity plan (“Business Continuity Plan”) to SVCE upon SVCE’s request. The Business Continuity Plan shall include: (a) Services and SVCE Data backup and recovery procedures, including procedures and resources for disaster recovery; (b) fail-over Item 1f
Attachment 1
4879-5513-0666 v.3 17
procedures; and, (c) how Service Provider will interact with its business continuity suppliers, if any. Service Provider shall test its Business Continuity Plan on an annual basis until the termination of this Agreement and shall provide the test results to SVCE upon SVCE’s request.

16.7 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.

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

16.9 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.

16.10 Assignment of Agreement. SVCE and Service Provider, at their respective sole election, may assign any and all of its rights and obligations under this Agreement to any company that succeeds to substantially all of the assigning party’s business, provided that written notice must be provided to the non-assigning party not later than thirty (30) days following the assignment and the party receiving notice then shall have a thirty (30) day option period following receipt of notice during which the receiving party may elect to terminate this Agreement for convenience.

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

16.12 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.

16.13 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 Item 1f
Attachment 1
4879-5513-0666 v.3 18
by an instrument in writing signed by the parties. 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.

16.14 Cumulative Remedies. All rights and remedies of SVCE 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.

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

16.16 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, 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.

16.17 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, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest.

Service Provider and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Service Provider’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Service Provider may perform similar services for other clients, but Service Provider and its officers, employees, associates and subcontractors shall not, without the SVCE Representative’s prior written approval, perform work for another person or entity for whom Service Provider is not currently performing work that would require Service Provider or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest 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.

Item 1f
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4879-5513-0666 v.3 19
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 SVCE, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

16.18 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.

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

16.20 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.

16.21 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.

16.22 Exhibits. The Exhibits referenced in this Agreement are attached hereto and incorporated herein by this reference as though set forth in full in the Agreement.

If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Service Provider’s proposal, the provisions of this Agreement shall control.

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

Item 1f
Attachment 1
4879-5513-0666 v.3 20
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.

SILICON VALLEY CLEAN ENERGY (SVCE)
By:______________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
Address for Notice:

ADAPT2 SOLUTIONS, INC.

By:______________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
Address for Notice:

Item 1f
Attachment 1
4 8
3 4-
2 7
7 4-
1 6

EXHIBIT A
ADAPT2 SOLUTIONS, INC.

ANNUAL SUBSCRIPTION AGREEMENT

Adapt2 Solutions, Inc. (herein referred to as “ADAPT2” or “LICENSOR”) agrees to grant Silicon Valley Clean Energy (SVCE) (herein referred to as “Customer” or “LICENSEE”), andCustomer agrees to accept, this non-exclusive annual subscription license, pursuant to the termsand conditions of this Annual Subscription Agreement (hereinafter “Agreement”), to use the Subscription as of the date set forth in the Master Software as a Service Agreement (“Master Agreement”) (the “Effective Date” of this Agreement). Customer and ADAPT2 may be sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party.” That certain Software as a Service Agreement entered into by the Parties on the same date as this Agreement is the “SaaS Agreement”.

Item 1f
Attachment 1
4879-5513-0666 v.3 A-1
Article I.

ANNUAL SUBSCRIPTION
I.1 Subscription(s)
Subscription(s) (herein called the “Subscription(s)”) consists of licensed access by LICENSEE to Adapt2 computer software made available by ADAPT2 to LICENSEE, that software entitled Adapt2 B2B and including the modules listed below:
• Adapt2 Green: Trade Capture, PPA/Contract Management
• Adapt2 B2B: Back Office Essential and Advanced
I.2 Licensee and Accelerated Services
ADAPT2 grants to LICENSEE an indivisible, royalty-free, nontransferable, nonexclusive right, privilege, and license, for twenty (20) named users, to access the Subscription, first on a temporary test license, which will automatically terminate when LICENSEE uses the Subscription in production, and which will then be automatically replaced by the annual “Operational Subscription”. LICENSEE shall use the Subscription(s) only for the benefit of LICENSEE, in the course of its normal internal business and governmental activities and not in competition with ADAPT2. LICENSEE shall not duplicate or disclose the Licensee’s software and documentation underlying the Subscription(s) to third parties without express written permission from ADAPT2, nor shall LICENSEE allow the Subscription(s) to be used by any other person or company.

LICENSEE will use the Subscription(s) in conjunction with only one production database, defined as [include description] (“Production Database”).

Adapt2 provides Subscription only through “Accelerated Services”, as services to maintain software in hosted environment. Customer will pay to Adapt2 an annual Operational Subscription fee equal to $526,250 USD, which is included in the following payment schedule, along with one time software fees equal to $542,015 invoiced in three installments:

Due Date Event Amount
9/15/2022 Contract Execution $ 542,013
10/30/2022 One Time Software Fee #1 $ 216,806
12/15/2022 One Time Software Fee #2 $ 108,403
3/1/2023 One Time Software Fee #3 $ 216,806
9/15/2023 Renewal $ 536,775
9/15/2024 Renewal $ 547,511
9/15/2025 Renewal $ 558,461
9/15/2026 Renewal $ 569,630
Item 1f
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4879-5513-0666 v.3 A-2
The annual fee charged for Accelerated Services is subject to adjustment in future years based upon increases in the cost to Adapt2 of providing the Accelerated Services and the fees charged for the cloud-based services.

However, notwithstanding the preceding and expressly excluded from the preceding, any suggestions, proposed enhancements, recommendations or other feedback provided by the Licensee to Adapt2 to improve Adapt2’s software or services (collectively “Feedback”) are made at Licensee’s discretion and Licensee grants to Adapt2 a worldwide, perpetual, irrevocable, royalty-free license to use any Feedback.

Responsibility for (a) compliance with hosting legal requirements and (b) the security of Customer’s data or environment while hosted by, or communicating with, MS Azure or AWS, is governed by the cloud service contract between Customer and MS Azure or AWS.

Adapt2 does not and will not host either Customer’s data or environment. Customer understands and agrees that Accelerated Services will be provided through a cloud-based service with either MS Azure or AWS. The contract for that cloud-based hosting service will be between Customer and MS Azure or AWS, not Adapt2, and Adapt2’s role in that contract, including the performance of MS Azure or AWS under that contract, will be limited to administration. Licensee will use part of the Accelerated Fee to pay the fees due to MS Azure or AWS under that contract. Licensee understands and agrees that any and all implementation services provided Licensee will be performed by Adapt2 Services LLC, not by Adapt2, under a separate agreement for Implementation Services between Licensee and Adapt2 Services LLC so that Licensee will look exclusively to Adapt2 Services LLC for all matters connected to Implementation Services.

I.3 Licensee Sites
LICENSEE shall make use of the Subscription at LICENSEE’s sites under the condition that LICENSEE use the Subscription in conformance with the terms set forth in Section I.2.

Article II.

FEES
Subscription fees will include the license to access the Subscription and any improvements or enhancements made by ADAPT2 to the service during the term of this Agreement which ADAPT2 in its sole discretion generally makes available to all licensees of the Subscription without additional charge (the “General Enhancements”).

III.2
II.1
AND IN THE SaaS AGREEMENT
SaaS Agreement Applicable provisions are those contained in the SaaS Agreement.

These provisions are stated in the SaaS Agreement.

Item 1f
Attachment 1
4879-5513-0666 v.3 A-3
II.2 These provisions are stated in the SaaS Agreement. These provisions are stated in the SaaS Agreement.

These provisions are stated in the SaaS Agreement.IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be signed and delivered by its duly authorized representative as of the Effective Date.

LICENSOR: CUSTOMER:

Adapt2 Solutions, Inc.
24 Greenway Plaza, #725
Houston, TX 77046
Valley Clean
Signature: Signature:

Name: Francisco Diaz Name:

Title: President Title:

Date: Date:

Silicon Energy (SVCE)
333 W. El Camino Real, Ste 330
Sunnyvale, CA 94087
Item 1f
Attachment 1
4879-5513-0666 v.3 B-1

EXHIBIT B
Certificate of Insurance
[Attached]
Item 1f
Attachment 1

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER

OTH-STATUTEPER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY)

POLICY EFF

LTR TYPE OF INSURANCE POLICY NUMBER
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
Sunnyvale, CA 94087 333 W. El Camino Real, Ste 330
Silicon Valley Clean Energy
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies above. The insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies.
1,000,000 1,000,000 1,000,000 ✘
D Y 7176-7628 06/25/2022 06/25/2023 2,000,000 2,000,000 UMBTXD527311613N 06/25/2022 06/25/2023 ✘ 0 ✘ ✘
C
1,000,000 7360-2962 06/25/2022 06/25/2023 ✘
✘
✘
B
4,000,000 4,000,000 Included 10,000 1,000,000 2,000,000 TECTXD527260493N 06/25/2022 06/25/2023 ✘ ✘
✘
A
Chubb National Insurance Company 10052 ACE Property and Casualty Insurance Company 20699 FEDERAL INSURANCE COMPANY 20281 ACE Fire Underwriters Insurance Company 20702 Houston TX 77046 24 Greenway Plaza Ste. 725 ADAPT2 SOLUTIONS INC., ADAPT2 SERVICES LLC [email protected] 877-858-9486 Chubb Customer Service Center ROLLING MEADOWS IL 60008 2850 GOLF ROAD ARTHUR J GALLAGHER RISK MANAGEMENT SERVICES INC. 8/29/2022 Item 1f
ACORD®
Attachment 1
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CONFIGURATION TASK ORDER (“Task Order”):

Issued by: Silicon Valley Clean Energy (“SVCE”)
Issued to: to Adapt2 Services LLC
For purposes of clarity, SVCE understands that this Task Order is independent of the agreements between SVCE and Adapt2 Solutions, Inc. and is a separate agreement between SVCE and Adapt2 Services LLC.

INCORPORATION OF SAAS PROVISIONS INTO TASK ORDER
When used in this Task Order (“Task Order”) the terms (a) “SAAS AGREEMENT” shall mean that certain Master Agreement Software As A Service by and between Silicon Valley Clean Energy and Adapt2 Solutions, Inc. dated ___________, 2022 and (b) “Service Provider” appearing in provisions of the SAAS Agreement incorporated by reference into this Task Order shall mean Adapt2 Services LLC.

The following provisions of the SAAS Agreement are incorporated into this Task Order as fully as if stated within this Task Order: Parts 2.3, 2.8, 2.9, 8, 9.1, 9.2.1, 9.2.2, 9.2.3, 9.2.4, 9.2.9, 11,

12.6, 12.7, 12.8, 13.2, 14 and 15.

DESCRIPTION OF WORK
Adapt2 Services LLC (“Adapt Services”) will provide services for installation and configuration of Adapt2 Solutions Inc.’s (“Adapt2”) B2B Front Office, B2B Back Office, and Green software for the CAISO market which has been separately licensed to SVCE by Adapt2.

SCOPE OF SERVICES
Adapt2 Services will allocate resources as required to perform the services for the scope of work listed below.

Configuration Details:
● Finalize Project Schedule
● Implement Adapt2 B2B Front Office
o Bids – submission of demand bids
o Offers – submission of generation offers
o Schedules – submission of bilateral schedules
o Awards and Schedules – view cleared awards and bilateral schedules Item 1f
Attachment 1
o Prices – view market prices
o Financial Bilateral Transactions
o Import/Export bids
● Implement Adapt2 B2B Back Office
o Market Link – job scheduler and market data interface ▪ Settlement Statements
▪ Invoices
▪ Market Awards
▪ Unit Offers
▪ Demand Bids
o Production Month – view settlement statements
o Prior Period Adjustments – compare settlement statements o Invoice Review – view invoices
● Implement Adapt2 Green
o Trade Capture
o Trade Settlements
o PPA/Contract Management
Item 1f
Attachment 1

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Staff Report – Item 1g
Item 1g: Adopt Resolution Establishing October 5, 2022 as Clean Air Day From: Girish Balachandran, CEO
Prepared by: Tony Eulo, Senior Manager of Public Sector Services Justin Zagunis, Director of Decarbonization Programs & Policy Date: 9/14/2022

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors adopt Resolution 2022-20 declaring October 5, 2022 as Clean Air Day.

BACKGROUND
Clean Air Day is a somewhat new statewide event built on the idea that shared experiences unite people to action to improve our community health. By joining together for a unified day of action, we can create new habits to clear the air for all members of California’s diverse communities. California Clean Air Day is a project of the Coalition for Clean Air.

ANALYSIS & DISCUSSION
While air quality concerns have traditionally been dominated by thoughts about tailpipe and smokestack emissions and smoke, recent studies have shown that contributions from water heaters, space heaters, and stoves are responsible for significant emissions and generate measurable impacts. With this in mind, focusing on air quality and health concerns represents an entirely new way for SVCE to communicate with customers about the need to electrify their world.

Staff intends 2022 to be SVCE’s initial entrance into this area with the opportunity to expand participation and efforts in 2023 and beyond. For 2022, staff plans to take the following three actions:
• Create social media posts for customers around the “Clean Air” message • Encourage employees to engage
• Encourage other agencies to adopt resolutions, sponsor events, push out social media posts, etc.

Adopting the attached resolution is a foundational step for this effort.

STRATEGIC PLAN
The proposed programs align with the board-adopted strategic plan for the following goals:
• Goal #11: Engage a full range of public, private and nonprofit stakeholders to leverage our decarbonization efforts

ALTERNATIVE
The Board may choose to decline the opportunity to adopt the resolution or edit its contents.

FISCAL IMPACT
N/A
Item 1g
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~CLEAN ENERGY
Agenda Item: 1g Agenda Date: 9/14/2022

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ATTACHMENTS

1. Recommended Resolution 2022-20 Declaring October 5, 2022 Clean Air Day Item 1g

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2022-20

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

SILICON VALLEY CLEAN ENERGY AUTHORITY DECLARING
OCTOBER 5, 2022 CLEAN AIR DAY
WHEREAS, air pollution contributes to higher rates of cancer and heart and lung diseases, which adversely affect health; and
WHEREAS, the Silicon Valley Clean Energy region remains a nonattainment area for ozone and has some of the worst air quality in the Bay Area; and WHEREAS, it is vital that we protect the health and well-being of our residents, visitors, and workforce; and
WHEREAS, emissions from vehicles, industry, and even household sources significantly affects the natural environment, air quality and well-being of local residents; and
WHEREAS, individual actions such as electrifying space and water heating and replacing gas ranges with induction cooktops can directly improve air quality in our region; and
WHEREAS, agency employees, vendors and directors have tremendous power to help lower emissions; and
WHEREAS, pledges by individuals have shown to result in action; and WHEREAS, education about air quality can raise community awareness, encourage our community to develop better habits, and improve our community health; and
WHEREAS, Californians will be joining together across the state to clear the air on October 5, 2022; and
WHEREAS, Silicon Valley Clean Energy is committed to the health of our residents, workforce, visitors, and community at large.

NOW THEREFORE, the Board of Directors of the Silicon Valley Clean Energy Authority does hereby resolve that the first Wednesday of October be declared “Clean Air Day” in the district; and be it further
RESOLVED, that our departments ask their employees to take the clean air pledge for California Clean Air Day; and be it further
Item 1g
Attachment 1
RESOLVED, that we encourage all residents, businesses, employees, and community members to participate in Clean Air Day and help clear the air for all Californians.

PASSED AND ADOPTED this 14th day of September, 2022, by the following vote:

Andrea Pizano, Board Secretary
Item 1g
Attachment 1

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Staff Report – Item 1h
Item 1h: Authorize the Chief Executive Officer to Execute a Two-year Agreement with Braun Blaising Smith Wynne P.C. (“BBSW”)
From: Girish Balachandran, CEO
Prepared by: Monica Padilla, COO and Director of Power Resources Maren Wenzel, Senior Manager of Energy Policy and Regulatory Analysis Date: 9/14/2022

RECOMMENDATION
Staff recommends that the Board approve and authorize the CEO to execute an agreement with Braun Blaising Smith Wynne P.C. (“BBSW”) for regulatory legal counsel services for an amount not to exceed $330,000 over two years.

BACKGROUND
BBSW has been SVCE’s primary provider of regulatory counsel services since 2016. As one of the earliest firms serving CCAs in that capacity, their team has extensive knowledge about CCA regulatory issues. This agreement would refresh SVCE’s contract with BBSW, which will now provide for $165,000/year over the next two fiscal years. This reflects a continuation of current services to address new emerging issues in the regulatory space. The current, expiring agreement was originally signed in 2019 for two years, and extended for an additional year in 2021.

ANALYSIS & DISCUSSION
BBSW provides “bread and butter” legal services for SVCE’s regulatory activities. This includes monitoring CPUC activities; drafting, editing, and/or filing regulatory and compliance documents; legal research and advising on topics of interest to SVCE staff and leadership; and coordinating joint filings with other CCAs.

BBSW’s history with the CCA community gives them a great depth of knowledge on CCA issues, and their work with other CCAs in the region facilitates the regulatory collaboration that has been an important part of CCAs’ approach at the CPUC.

As the California regulatory space continues to grow more complex, SVCE will continue to benefit from BBSW’s expertise and proactive engagement in the regulatory space, including outreach to stakeholders across various regulatory and state agencies such as the CPUC, CEC and CAISO. Staff expects that BBSW will provide support in numerous key regulatory proceedings impacting SVCE. For the Power Supply team this includes Resource Adequacy, Integrated Resource Planning and Renewable Portfolio Standards among others.

BBSW is also utilized to support on regulatory proceedings impacting Finance and Programs, such as the Provider of Last Resort and the Higher DER proceeding. Additionally, BBSW provides valuable insights and tracking for proceedings which may not have immediate impact to SVCE but increase our Staff’s awareness of the broader regulatory space and emerging trends.

STRATEGIC PLAN
Approving this contract will directly support Goal 16 of SVCE’s Strategic Plan, “Engage regulators, legislators, and local elected officials in representing SVCE priorities.” Item 1h
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~CLEAN ENERGY
Agenda Item: 1h Agenda Date: 9/14/2022

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ALTERNATIVE
If the Board does not approve this contract, SVCE will have a significant need for regulatory counsel services that cannot be filled by current SVCE staff. SVCE would need to either issue an RFP and identify a different legal firm to provide these services or hire more internal staff with legal expertise in CCA regulatory matters.

FISCAL IMPACT
The total fiscal impact of these services is $330,000, equally divided over two fiscal years. The first-year cost is included in the FY22-23 budget request ($165,000). Appropriations of funds for subsequent years of the agreement will be requested in upcoming budgets, and subject to Board approval.

ATTACHMENTS

1. Draft Agreement with Braun Blaising Smith Wynne P.C.

Item 1h
1 Third Legal Services Agreement
This Third Legal Services Agreement (Agreement), effective as of latest date set forth in the signature block, is entered into by and between Silicon Valley Clean Energy Authority (Client), and Braun Blaising & Wynne, P.C., a California professional corporation (Firm). The Firm and the Client shall be collectively referred to herein as the Parties.

A. The Firm provides regulatory and legal services related to, among other things, rates, rules, policies and regulations affecting Community Choice Aggregation (CCA) programs.

B. The Parties entered into legal services agreements, dated January 1, 2017 (First Agreement) and September 13, 2019 (Second Agreement), by which the Firm has been providing legal and regulatory services in support of the Client’s CCA program, including the provision of certain joint services provided by the Firm to the Client and other CCA clients (CCA Group).

C. The Parties are interested in entering into this Agreement to replace the currently effective Second Agreement and to set forth the terms and conditions, and budgetary limitation, associated with the Firm’s provision of legal and regulatory services. - Agreement -
The Parties agree as follows:

1. Term and Termination. This Agreement shall be effective on October 1, 2022 and shall continue in effect through September 30, 2024, unless earlier terminated as described below. The Second Agreement shall terminate on the effective date of this Agreement. For the avoidance of doubt, it is the intention of the Parties that this Agreement shall succeed and replace services provided under the Second Agreement, such that there is no lapse in services provided by the Firm to the Client. Either Party may terminate this Agreement by providing no less than 30 days written notice.

2. General Scope of Services. The Firm shall provide (a) regulatory and legal services, as directed and authorized by the Client, in support of the Client’s CCA program, as described further in Section 3(a), (b) joint representation of Client and other participants in the CCA Group on matters before California regulatory agencies, as described further in Section 3(b), and (c) joint reporting services provided by the Firm to the Client and to the CCA Group, as described further in Section 3(c).
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Item 1h
Attachment 1
2 3. Fees and Description of Services.
(a) Individual Client Services: For services provided under this Agreement directly to the Client, as requested and authorized by the Client, the Client shall pay the Firm in accordance with the following hourly rates for the following categories:

Senior Shareholders: $450
Junior Shareholders: $400
Senior Attorney: $370
Senior Associates: $345
Junior Associates: $300
Paralegal / Law Clerk: $170
Administrative Assistant: $65
(b) Joint Representation: As authorized by the Client and other clients in the Firm’s CCA Group, the Firm shall provide joint representation on various regulatory matters at the California Public Utilities Commission (CPUC). The Client’s share of such joint services shall generally be its pro-rata share, but in any event shall be described to and authorized by the Client. Costs associated with joint representation shall generally be setup as a separate matter in the Firm’s accounting system. Further information regarding joint representation is described in Section 8.
(c) Regulatory Reports and Summaries: The Firm provides a variety of regulatory reporting services. On a fixed-fee basis, the Firm shall continue to provide regulatory reports on the same basis as provided under the Second Agreement, namely (1) a bi-weekly, comprehensive regulatory report, (2) alternate week email regulatory bulletins (3) agenda summaries of energy-related items on the CPUC’s meeting agenda and (4) an email report on the outcome of energy-related items on the CPUC’s meeting agenda. The current monthly fee for this service is $1,750 but may be adjusted upward or downward based on mutual written agreement of the Parties. In addition to these regulatory reports, the Firm also provides regulatory summaries of issues and activities of interest to the CCA Group. The cost of this service will be shared on a pro-rata basis among participating clients. At any time, upon written notice from the Client, the Client may suspend or modify the scope of either the regulatory reports or the regulatory summaries.
(d) Hourly Rates: All office, research, travel and meeting time shall be billed at the hourly rates set forth above; provided, however, travel time shall be billed at 50% of actual time.
(e) Annual Adjustment: The hourly rates for services provided under this Agreement, including the hourly rate for any contract attorney(s), are reviewed annually by the Firm on or about June 1, and are subject to adjustment on no less than 30 days written notice. (f) Not to Exceed Budget: The total amount of charges under this Agreement shall not exceed $165,000 per contract year (or a total of $330,000) without the express written consent of the Client.

Item 1h
Attachment 1
3 (g) Other Attorney(s): As needed and as authorized by the Client, the Firm may contract with other attorney(s) to provide services under the guidance and direction of the Firm’s assigned attorney (Scott Blaising). The Firm will provide advance notice to the Client of the hourly rates for attorneys with whom the Firm has contracted for services provided under this Agreement. The Client will be billed at the specified hourly rate for the contract attorney(s) regardless of the amount of charge to the Firm for services provided by the contract attorney(s). (h) Other Providers: As needed and as authorized by the Client, the Firm may contract with electric industry professionals (e.g., rate consultants, etc.) (Other Provider(s)) in order to perform Client-directed tasks. In the event that such tasks are authorized and the Client wishes the Firm to pay Other Providers on the Client’s behalf, the Client and the Firm will agree on a reasonable administrative fee for consolidated billing, not to exceed 10%.

4. Costs and Expenses. In addition to the fees set forth above, the Client shall reimburse the Firm for all pre-approved out-of-pocket costs and expenses actually incurred by the Firm in connection with the legal services provided by the Firm. Out-of-pocket costs and expenses include, but are not necessarily limited to, travel expenses, and reproduction and postage costs associated with representation of the Client in regulatory or other legal proceedings. Reproduction and postage costs otherwise incurred in the normal course of business are considered Firm overhead and will not directly be charged to the Client.

5. Billing and Payment. The Firm shall provide monthly invoices to the Client for all fees and expenses. The invoice shall be itemized to include, at a minimum, the time spent by each service provider, the total time spent by each service provider, a description of services performed, and a description and itemization of costs and expenses. The Firm shall bill the Client in minimum increments of 1/10th of an hour. Invoices shall be considered due and payable upon receipt, and shall be overdue after 30 days of receipt.

6. Notices. All notices, invoices, reports or other communication required herein shall be properly given if delivered via electronic mail, or other mutually acceptable means, to the following addresses:

Client: Silicon Valley Clean Energy Authority
Attention: Maren Wenzel
[email protected]
Firm: Braun Blaising & Wynne, P.C.

Attention: Scott Blaising
[email protected]

7. Independent Contractor. The Firm is and shall be considered an independent contractor with respect to the performance of services under this Agreement.

8. Joint Representation and Conflict Waiver.

(a) The Firm currently represents several clients that have operational CCA programs. The Firm also represents the California Community Choice Association, an Item 1h
Attachment 1
4 association of CCA programs. (See Exhibit A, which reflects the Firm’s current list of clients.) Together with the Client, these CCA clients shall be referred to below as “CCA Clients.” The Firm anticipates that it will from time to time provide joint representation of the CCA Clients before the CPUC, whether directly or indirectly through a coalition or other organizational structure. This section generally describes the contemplated joint representation and requests written consent to the Firm’s joint representation. This section also describes potential conflicts and requests written consent to the Firm’s continuing representation in such circumstances. (b) The Firm does not believe that the Firm’s joint representation of the CCA Clients presently involves any actual conflicts of interest. The Client should be aware, however, that such representation may involve potential conflicts and that the interests and objectives of each of the participants individually on certain issues may, at some time in the future, become inconsistent with the interests and objectives of the other participants. The Firm’s joint representation has implications, which the Client should consider. For example, rather than vigorously asserting a single participant's interest on an issue, it is likely that the Firm will balance interests between the participants represented. Because individual participants may have different talents, energy, personal goals, and financial resources, sole representation of one participant could result in more aggressive advocacy, and hence more favorable treatment, for that participant compared to the more even-handed approach the Firm may follow in representing multiple interests. Joint representation may also result in the loss of the attorney-client privilege for communications between you and members of the Firm, because anything disclosed by one participant on a matter of common interest could be disclosed to a jointly represented client in a civil proceeding between the two participants. (c) The Firm will make every effort during the course of joint representation to confirm that the participants continue to have a commonality of interest in connection with the positions asserted. If interests diverge during the course of joint representation, further disclosure and waiver of the conflict, or withdrawal from representation, could be necessary. (d) In addition to the joint representation described above, the Firm also represents numerous public agencies in California on diverse matters of energy law and regulation. Therefore, it is possible that, while the Firm is representing the Client, certain types of conflicts may arise in matters unrelated to the present engagement for which the Firm requests the Client’s consent and waiver now. Present or future clients, including clients who rely upon the Firm for general representation, may ask the Firm to represent them in transactions or litigation adverse to the Client. The Firm would decline the other representation if the Firm believes there is a risk of misuse of the Client’s confidential information. (e) By signing this Agreement, the Client confirms (i) that the Client has been informed as to the nature of potential conflicts that may arise as a result of the Firm’s joint representation and the Firm’s representation of other clients; (ii) that the Client has been provided a reasonable opportunity to seek the advice of independent counsel regarding potential conflicts and waiver thereof; (iii) that the Client understands an actual conflict may arise in the future that would require an additional disclosure and waiver, or, alternatively, withdrawal by the Firm; (iv) that the Client agrees that the Firm may represent other clients as described herein, including clients in unrelated matters adverse to the Client; and (v) that the Client hereby waives any claim of conflict of interest arising from such representation.

Item 1h
Attachment 1
5 9. Insurance
(a) Malpractice Insurance. Without limiting the provisions of this Agreement relating to indemnification and defense, the Firm, at its expense, shall maintain in full force and effect during the period of performance of this Agreement and for three years thereafter, professional malpractice insurance that covers the services provided pursuant to this Agreement in the amount of not less than $1,000,000, with an insurance carrier authorized to do business in California.
(b) Other Insurance. The Firm, at its expense, shall also maintain during the period of performance of this Agreement and for three years thereafter, insurance as follows:
(1) General liability: (with coverage at least as broad as ISO form CG 00 01 10 01) coverage in an amount not less than $2,000,000 general aggregate and $1,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage.
(2) Automobile liability: (with coverage at least as broad as ISO form CA 00 01 10 01, for “any auto”) coverage in an amount not less than $1,000,000 per accident for personal injury, including death, and property damage.
(3) Workers' compensation and employer's liability: coverage shall comply with the laws of the State of California.
(c) Primary. The Firm’s insurance is primary to any other insurance available to the Client with respect to any claim arising out of this Agreement. Any insurance maintained by the Client shall be excess of the Firm’s insurance and shall not contribute with it.

The Firm’s endorsement of insurance shall include a waiver of any rights of subrogation against the Client, and its directors, officers, employees and agents.

10. Miscellaneous.
(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, exclusive of conflict of laws provisions. (b) This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof.
(c) This Agreement may not be modified or amended without the express written agreement of the Parties.
(d) This Agreement may be executed in any number of counterparts, including through facsimile signatures, and upon execution by the Parties, each executed counterpart shall have the same force and effect as an original document and as if the Firm and the Client had signed the same document. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any Item 1h
Attachment 1
6 signatures thereon, and may be attached to another counterpart of this Agreement identical in form but having attached to it one or more signature pages. (e) This Agreement may be scanned and stored in electronic format. Neither Party shall object to the admissibility of an electronic version of this Agreement on the basis that such was not originated or maintained in documentary form.

11. Signature. In witness whereof, the Parties have caused this Agreement to be executed by their duly authorized representatives.

Client Firm
__________________________ ________________________
Girish Balachandran Scott Blaising
Title: CEO Title: Principal/Shareholder
Date: ________________ Date: ________________
APPROVED AS TO FORM:
________________________
Counsel for Client
ATTEST:
________________________
Client’s Clerk
Item 1h
Attachment 1
Exhibit A
Representative List of Clients
Braun Blaising & Wynne, P.C.
(September 2022)
Balancing Authority of Northern California (BANC)
California Choice Energy Authority (CalChoice)
Cities of Lancaster, Pico Rivera, Pomona, Rancho Mirage, San Jacinto, and Santa Barbara California Community Choice Association (CalCCA)
California Community Power (CC Power)
California Municipal Utilities Association (CMUA)
Central Coast Community Energy
Clean Energy Alliance
Clean Power Alliance of Southern California
City of Cerritos
City of Colton
City of Corona
East Bay Community Energy
Eastside Power Authority
City of Escondido
Friant Power Authority
City of Indio
City of Industry
Kirkwood Meadows Public Utilities District
Lamb Energy (City of Coachella)
Lathrop Irrigation District
City of Los Angeles, Department of Water and Power
Marin Clean Energy
Merced Irrigation District
Minter Field Airport District
City of Moreno Valley
City of Needles
Orange Cove Irrigation District
City of Pasadena
City of Pittsburg (Pittsburg Power Company)
Peninsula Clean Energy Authority
Pioneer Community Energy
Port of Stockton
Power and Water Resources Pooling Authority (PWRPA)
City of Rancho Cucamonga
City of Redding
Redwood Coast Energy Authority
City of Roseville
Sacramento Municipal Utility District (SMUD)
Salt River Project
San Diego Community Power
San Luis and Delta-Mendota Water Authority
Seattle City Light
City of San Jose
City of Shasta Lake
Silicon Valley Clean Energy
Sonoma Clean Power Authority
Southern California Public Power Authority
Turlock Irrigation District
University of California (Office of the President)
City of Victorville
Item 1h
Attachment 1

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Staff Report – Item 1i
Item 1i: Authorize the Chief Executive Officer to Execute a Three-Year Agreement with Keyes and Fox, LLP for Legal Services
From: Girish Balachandran, CEO
Prepared by: Monica Padilla, COO / Director of Power Resources Kevin Armstrong, Deputy Director of Administrative Services Date: 9/14/2022

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority Board (“Board”) authorize the Chief Executive Officer (“CEO”) to execute an agreement with Keyes and Fox, LLP (“K&F”) for legal services for a total amount not to exceed (“NTE”) $300,000 from October 1, 2022 through September 30, 2025.

BACKGROUND
SVCE approved an agreement with Keyes and Fox in September 2021 to provide legal representation and support with respect to the procurement of wholesale electricity supply and related services including energy, energy storage, resource adequacy, and renewable power to serve the Authority’s customers. At the time, staff recommended a new, separate agreement with K&F, separate from an existing agreement to provide regulatory representation, due to the differing legal standards between the two types of work. The agreement was amended in August 2022 to add an additional $25,000 to the agreement NTE amount.

ANALYSIS & DISCUSSION
As a load serving entity in California, the Authority is required to procure resources and products for multiple objectives and mandates. The number and complexity of such transactions has grown since the Authority first launched. The number of community choice aggregators in California has also grown resulting in high demand for resources and services including legal support. The Authority’s Power Resources Department continues to require additional legal support on retainer to review power transactions, including renewable power purchase agreements and energy and capacity transactions under master agreements and bilateral contracts.

Staff is requesting this new agreement with Keyes and Fox to provide additional capacity over the next three years, based on their familiarity with the power market and the transactions in question, and their long track record of working constructively with SVCE. Having additional capacity in the agreement for transactional support will allow SVCE to be more responsive to market opportunities and thus reduce transactional risk.

STRATEGIC PLAN
Approving this contract will directly support Goal 7 of the Strategic Plan is to “Ensure SVCE adopts the appropriate tools, systems, and resources to support portfolio optimization, risk management, load forecasting, compliance, and settlements”.

Item 1i
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~CLEAN ENERGY
Agenda Item: 1i Agenda Date: 9/14/2022

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ALTERNATIVE
If the Board does not approve this contract, SVCE will face transactional risk, due to potential lack of legal support given the high demand for legal support and limited capacity.

FISCAL IMPACT
The recommendation results in an estimated fiscal impact of $100,000 during Fiscal Year 2022-23, with similar impacts estimated for fiscal years 23-24 and 24-25, subject to annual approval by the Board. SVCE also has a separate, ongoing agreement with Keyes and Fox for legislative and regulatory representation, with a separate NTE amount of $216,100. The total fiscal impact across both agreements is $516,100 across multiple fiscal years.

ATTACHMENTS

1. Letter of Engagement with Keyes & Fox LLP for FY22-25 transactional legal services Item 1i

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1580 Lincoln Street, Suite 880
Denver, CO 80203
August 29, 2022
Attn: Girish Balachandran
Silicon Valley Clean Energy Authority
333 W. El Camino Real, Suite 330
Sunnyvale CA 94087
RE: Engagement Letter - Keyes & Fox LLP and Silicon Valley Clean Energy Authority
Keyes & Fox LLP (“K&F”) welcomes the opportunity to continue representing Silicon Valley Clean Energy Authority, a California joint powers authority (“SVCE”), with respect to the procurement of wholesale electricity supply, energy storage, resource adequacy, renewable energy credits, and transmission rights to serve SVCE customers (referred to herein as “Legal Services”). The Legal Services and this Engagement Letter exclude work that K&F is currently performing for SVCE under a separate representation agreement related to regulatory proceedings before the California Public Utilities Commission.

Upon the later to occur of October 1, 2022 and SVCE’s execution of this Engagement Letter, this Engagement Letter will replace the engagement letter entered on September 9, 2021 and amended on August 11, 2022 between K&F and SVCE with respect to the same scope of Legal Services. This Engagement Letter will have a three (3) year term beginning October 1, 2022 and ending September 30, 2025. This Engagement Letter describes the basis of the attorney-client relationship between K&F and SVCE with respect to the Legal Services, along with an explanation of how K&F will bill for those services.

1. Scope of Engagement
Pursuant to this engagement letter, K&F agrees to represent SVCE as its client with regard to the Legal Services described above. Keyes & Fox will do its utmost to serve SVCE effectively, provide Legal Services in an efficient manner, and respond promptly to SVCE’s inquiries.

K&F has run a conflict check as it relates to the contemplated Legal Services and has not found any direct conflicts with undertaking them. If a conflict arises that may impact our ability to provide SVCE with effective representation, including with respect to negotiations that may involve current or former K&F clients as counterparties, we will promptly bring that conflict to SVCE’s attention. If you have any concerns regarding any relationship K&F may have with particular companies, organizations, or individuals, please bring those concerns to our attention.

Item 1i
Attachment 1

KEYES&FOXLLP

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K&F will coordinate the provision of the Legal Services with Monica Padilla as the designated representatives of SVCE, or with whomever she may specifically delegate that authority. We understand that Ms. Padilla has the authority to make decisions on behalf of SVCE in connection with the Legal Services, and we are relying on that understanding.

2. Confidentiality of Communications and Work Product
It is in SVCE’s interest to preserve confidentiality of all communications with K&F and such work product related to the Legal Services not intended for use with third parties.

If SVCE discloses any of our communications, it jeopardizes the privileged nature of the communications or work product. Accordingly, we advise our clients to take care not to disclose privileged information or work product not intended for use with third parties to any third-party person or entity.

3. Fees, Expenses, Invoicing, and Retainer
By signing this Engagement Letter, SVCE agrees to pay K&F for all professional fees and out-of-pocket expenses related to the Legal Services, according to the terms set forth below. Compensation under this Engagement Letter shall not exceed [one hundred thousand dollars ($100,000)] per year (beginning on the later to occur of October 1, 2022 and SVCE’s execution of this Engagement Letter and each anniversary thereof) without prior authorization by SVCE.
a. Professional Fees
K&F will keep an hourly total of time spent on the Legal Services. Work will be performed at the hourly rates set forth in the Rates for Professionals provided in Attachment A to this Engagement Letter, which is incorporated by reference herein.

Attachment A lists those persons we anticipate may work on the Legal Services. In addition to the K&F attorneys listed in Attachment A, the assistance of other K&F attorneys and/or staff may be enlisted from time to time as determined necessary for the provision of the Legal Services.

It is K&F’s policy to adjust hourly rates for all attorneys and staff at the beginning of the calendar year. Historically, rate increases have been between 5-8% per year. Rates quoted in Attachment A are 2022 rates. K&F shall not increase hourly rates charged for work performed during calendar year 2022 for Legal Services above those listed in Attachment A. K&F’s practice is to charge for travel time, as discussed in Attachment A.

Mr. Fox will be the lead K&F attorney working with you in connection with the Legal Services. Mr. Fox may utilize the services of other K&F attorneys in connection with this matter. By entering into this Engagement Letter, you consent in writing to Mr.

Fox serving as the lead attorney in this matter and to Mr. Fox’s assignment, with authorization by SVCE, of work on this matter to the other persons listed in Attachment A. b. Expenses
Expenses may be incurred in connection with the Legal Services. K&F will bill for all costs, disbursements, and expenses in addition to our hourly fees. Costs and expenses Item 1i
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include messenger and other delivery fees, copying and reproduction costs, costs for travel including mileage and parking, and similar expenses. Expenses will be billed at actual cost.
c. Invoices and Payments
K&F will invoice SVCE at the beginning of each month for Legal Services during the prior calendar month. Invoices will list the matter worked on and provide information on the dates of service, time involved, person responsible and activity undertaken. K&F will use best efforts to respond to requests for special invoice formats. Upon receipt of properly prepared invoicing, SVCE shall pay K&F within thirty (30) calendar days for services provided in accordance with this Engagement Letter.

4. Termination of K&F’s Representation
Either SVCE or K&F may terminate K&F’s representation of SVCE at any time and for any reason. At the time K&F’s representation of SVCE concludes, all unpaid fees and costs for work performed by K&F become due and payable. If at that time SVCE does not request the return of files related to the Legal Services, K&F will retain such files for a period of three (3) years, after which K&F may have the files destroyed.

5. Miscellaneous
This letter is the entire agreement between SVCE and K&F concerning the Legal Services and supersedes all prior or contemporaneous agreement between SVCE and K&F, whether written or verbal, for the Legal Services. This agreement and the scope of work provided under it may be amended from time to time by mutual agreement among K&F and SVCE. California law will govern this agreement and any subsequent amendments.

6. Conclusion
If the terms of K&F’s representation as explained in this letter are satisfactory, please execute a copy of this letter as indicated and return it to me. Please feel free to contact me if you have any questions.

We look forward to our representation of SVCE.

Sincerely,
Kevin Fox, Partner
Keyes & Fox LLP
By signing this letter, the signatory affirms that he or she understands and agrees to bind his or her company to the terms set forth in this Engagement Letter. This agreement shall Item 1i
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not take effect, and K&F shall have no obligation to provide the work described herein, until SVCE has returned a signed copy of this letter.

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Silicon Valley Clean Energy Authority
I have read the foregoing letter, understand it and agree to it on behalf of SVCE.

By:______________________
Girish Balachandran
Title: Chief Executive Officer
Date: ____________________
APPROVED AS TO FORM:

By:______________________
Counsel for Authority
ATTEST:

By:______________________
Authority Clerk
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Attachment A
Rates for Professionals
Hourly Rates and Other Terms
Kevin Fox, Partner $445
Sheridan Pauker $420
Caryn Lai, Counsel $380
Julia Kantor, Associate $280
Beren Argetsinger, Partner $285
Alicia Zaloga, Paralegal $110
Firm Travel: Travel time is billed at the one-half of the listed hourly rate. Every effort will be made to work productively on the Legal Services during travel. All reasonable travel expenses are billable – hotel, airfare, car rental, meals, taxi, public transit, etc.

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Staff Report – Item 1j
Item 1j: Authorize the Chief Executive Officer to Execute Agreement with Maher Accountancy for Accountant Services
From: Girish Balachandran, CEO
Prepared by: Amrit Singh, CFO / Director of Administrative Services Kevin Armstrong, Deputy Director of Administrative Services Date: 9/14/2022

RECOMMENDATION
Staff recommends the Board of Directors approve and authorize the Chief Executive Officer to execute an agreement with Maher Accountancy for $273,500 through September 30, 2023.

BACKGROUND
SVCE has been utilizing the services of Maher Accountancy since March 2017 with the current agreement expiring on September 30, 2022. There is a modest increase in cost ($18,000) between the proposed agreement and the current agreement, to adjust for inflation (7.3% year over year – in line with Bay Area Consumer Price Index data from the Bureau of Labor Statistics). In addition to service costs, the contract includes a $10,000 contingency for business continuity support services. This contingency is in place to provide ad hoc support, should staff become unavailable due to leave, separation, or another event.

Maher Accountancy services strengthen internal controls and provide institutional knowledge based on years of experience with other Community Choice Aggregators.

ANALYSIS & DISCUSSION
Maher Accountancy shall provide accounting services and financial operational assistance to the Authority for a fixed monthly fee. Services include (See Exhibit A of Attachment 1):

1. Maintenance of the General Ledger including reconciling customer data management reports of customer activity and accounts receivable and reconciliation of the agency’s financial institution for cash activity and balances.

2. Assist staff with the development of the operating budget.

3. Manage accounts payable by providing a cloud-based accounts payable document management system that enhances internal controls.

4. Manage compliance with fiscal provisions of vendor contracts including the verifying of time periods, rates, and financial limits before payment is released.

5. Monitor expenditures budget compliance and make timely suggestions and budget amendments when necessary.

6. Financial reporting including periodic and year-to-date accrual basis financial statements.

7. Present financial information to Board of Directors, as needed.

8. Assist the treasury function.

9. File various compliance reports for state and local agencies, such as user taxes, energy surcharges, and state controller reports

10. File annual information returns such as 1099’s/1096’s.

11. Provide hosting and portal to assist with contracts management.

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~CLEAN ENERGY
Agenda Item: 1j Agenda Date: 9/14/2022

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Maher Accountancy shall also assist with coordination of an independent auditor for the annual audit and prepare annual financial statements. In addition, Maher Accountancy developed and manages an online contract portal, allowing staff to track open contracts and expenditures.

STRATEGIC PLAN
The recommendation supports the financial goals of the Strategic Plan.

ALTERNATIVE
Staff is open to alternatives from the Board.

FISCAL IMPACT
This recommendation results in a $273,500 fiscal impact to the agency but is offset with the avoidance of SVCE hiring internal staff to perform these duties. The recommended contract is an increase of $18,000 consisting solely of the inflationary adjustment.

ATTACHMENTS

1. Draft Agreement with Maher Accountancy
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AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

MAHER ACCOUNTANCY
FOR

ACCOUNTING SERVICES
THIS AGREEMENT (“Agreement”), is entered into this 1st day of October, 2022, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and MAHER ACCOUNTANCY, a California Corporation whose address is 1101 Fifth Avenue, Suite 200, San Rafael, CA 94901 (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 Accounting Services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on October 1, 2022, and shall terminate on September 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.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed two hundred seventy-three thousand four hundred ninety-seven dollars and no/100 ($273,500.00), 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 this Agreement.

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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 Consultant, shall not discriminate against any employee, subcontractor or applicant for Item 1j
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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 expiration or termination of this Agreement.

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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.

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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 same requirements and provisions of this Agreement, including the indemnity and insurance Item 1j
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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 by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.

B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion.

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement that has not been publicly released shall be made available to any individual or organization by Consultant without prior approval by Authority.

F. Authority shall be the owner of and shall be entitled upon request to immediate possession of accurate reproducible copies of Reports or other pertinent data and information gathered or computed by Consultant prior to termination of this Agreement or upon completion of the work pursuant to this Agreement.

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
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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. Maher Accountancy (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL 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.

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 agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

E. 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:

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

Michael Maher, CPA
Maher Accountancy
1101 Fifth Avenue, Suite #200
San Rafael, CA 94901

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 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, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. 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, Item 1j
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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 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.

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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 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 Item 1j
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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
_______________________________
Enter Your Name, Enter Your Title

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services Item 1j
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CONSULTANT NAME
Enter Consultant’s Name
By: ________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Monthly Financial Operational Assistance:

1. Assist in development of operating budget in collaboration with management and technical consultants.

2. Maintain the general ledger by:
a. Posting billings, accrued revenue, cash receipts, accounts payable, cash disbursements, payroll, accrued expenses, etc.
b. Prepare or maintain the following monthly analysis regarding general ledger account balances:
i. Reconciliation to statements from Authority’s financial institution for cash activity and balances;
ii. Reconcile customer data manager reports of customer activity and accounts receivable;
iii. Estimated user fees earned but not billed as of the end of the reporting period;
iv. Schedule of depreciation of capital assets;
v. Aged schedule of accounts payable;
vi. Schedules of details regarding all remaining balance sheet accounts.

3. Manager accounts payable: Consultant utilizes a cloud-based accounts payable document management system to provide for documentation of management review, proper segregation of duties, and access to source data. Consultant ensures that required authorization is documented, and that account coding is correct. SVCEA staff then authorizes the release of payment by an independent payment service in order to provide an additional safeguard.

4. Manage compliance with fiscal provisions of vendor contracts: Before submitting vendor invoices for management approval, Consultant verifies that a vendor invoice with contract provisions regarding time periods, rates, and financial limits.

5. Monitor expenditure budget compliance. Consultant monitors budget available and will make timely suggestions for any necessary budget amendments.

6. Provide periodic and year-to-date accrual basis financial statements with comparison to projections.

7. Provide modified accrual basis financial statement with comparison to budget.

8. Filing annual information returns such as form 1099/1096’s.

9. Present financial information to Board of Directors, as needed.

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10. Assist the treasury function.

11. Provide services to meet the requirements of applicable laws and regulations relating to the provisions of accounting services for Authority.

12. File various compliance reports for state and local agencies, such as user taxes, energy surcharges, and state controller reports

13. Provide hosting and portal management for the contracts management portal. Prepare annual financial statements and coordination with independent auditor Item 1j
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Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Task Begin Complete

1. Accounting Services Monthly October 2022 September 2023

2. Prepare annual financial statements and coordinate
with external auditor (Annual)
October 2022 September 2023

3. Contract Portal Management (Annual) October 2022 September 2023

4. Business Continuity Support October 2022 September 2023 Item 1j
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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 two hundred seventy-three thousand five hundred dollars and no/100 ($273,500.00) 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. Accounting Services (monthly) $19,500

2. Prepare annual financial statements and coordinate with external auditor (annual)
$16,000

3. Contract Portal Management (annual) $13,500

4. Business Continuity Support $10,000
Total $273,500
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). 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.

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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 $5,000,000 US per occurrence.

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Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

1. The Confidential Information disclosed to Consultant in connection herewith may include, without limitation, the following information about Authority Customers: (a) names; (b) addresses; (c) telephone numbers and email addresses; (d) service agreement numbers and account numbers; (e) meter and other identification numbers; (f) Authority-designated account numbers; (g) electricity and gas usage (including monthly usage, monthly maximum demand, electrical or gas consumption, HP load, and other data detailing electricity or gas needs and patterns of usage); (h) billing information (including rate schedule, baseline zone, CARE participation, end use code (heat source) service voltage, medical baseline, meter cycle, bill cycle, balanced payment plan and other plans); (i) payment / deposit status; (j) number of units; and (k) other similar information specific to Authority Customers individually or in the aggregate. Confidential Information shall also include specifically any copies, drafts, revisions, analyses, summaries, extracts, memoranda, reports and other materials prepared by Consultant or its representatives that are derived from or based on Confidential Information disclosed by Authority, regardless of the form of media in which it is prepared, recorded or retained.

2. Except for electric and gas usage information provided to Consultant pursuant to this Agreement, Confidential Information does not include information that Consultant proves (a) was properly in the possession of Consultant at the time of disclosure; (b) is or becomes publicly known through no fault of Consultant, its employees or representatives; or (c) was independently developed by Consultant, its employees or representatives without access to any Confidential Information.

3. From the Effective Date, no portion of the Confidential Information may be disclosed, disseminated or appropriated by Consultant, or used for any purpose other than the purposes set forth in the Agreement.

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1j
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their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services.

5. Notwithstanding the above, Consultant may disclose Confidential Information to the extent required by an order, subpoena, or lawful process requiring the disclosure of such Confidential Information issued by a court or other governmental authority of competent jurisdiction, provided that Consultant notifies Authority immediately upon receipt thereof to allow Authority to seek protective treatment for such Confidential Information.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority 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 required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but 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 Item 1j
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absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant 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 Consultant. This Section shall survive the termination of this Agreement.

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

8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent Item 1j
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with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

10. In addition to any other requirements set forth in the Agreement, within ten (10) business days of receipt of Authority’s written request, and at Authority’s option, Consultant will either return to Authority all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Authority with written certification that all such tangible Confidential Information of Authority has been destroyed.

11. Consultant acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to Authority and/or Authority Customers, the amount of which may be difficult to assess. Accordingly, Consultant hereby confirms that the Authority shall be entitled to apply to a court of competent jurisdiction or the California Public Utilities Commission 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 Consultant or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the Authority, in law or equity.

12. In addition to all other remedies, Consultant shall indemnify and hold harmless Authority, its officers, employees, or agents from and against and claims, actions, suits, liabilities, damages, losses, expenses and costs (including reasonable attorneys’ fees, costs and disbursements) attributable to actions or non-actions of Consultant and/or its employees and/or its representatives in connection with the use or disclosure of Confidential Information.

13. When Consultant fully performs the purposes set forth in the Agreement, or if at any time Consultant ceases performance or Authority requires Consultant cease performance of the purposes set forth in the Agreement, Consultant shall promptly return or destroy (with written notice to Authority itemizing the materials destroyed) all Confidential Information then in its possession at the direction of Authority. Notwithstanding the foregoing, the nondisclosure obligations of this Agreement shall survive any termination of this Agreement.

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Staff Report – Item 1k
Item 1k: Authorize CEO to Approve Agreement with Pisenti & Brinker, LLP for Financial Audit Services for the year ending September 30, 2022
From: Girish Balachandran, CEO
Prepared by: Amrit Singh, CFO / Director of Administrative Services Kevin Armstrong, Deputy Director of Administrative Services Date: 9/14/2022

RECOMMENDATION
Authorize the CEO to approve agreement with Pisenti & Brinker, LLP for financial audit services for a not to exceed (“NTE”) amount of $32,900 to audit the financial statements for the fiscal year ending September 30, 2022 (“FY21-22”).

AUDIT COMMITTEE RECOMMENDATION
At the August 31, 2022 meeting, the Audit Committee voted unanimously to accept the staff proposal and recommend that the Board approve this agreement with Pisenti & Brinker, LLP.

BACKGROUND
Board Policy FP1 states that an independent certified public accountant shall perform an annual audit of basic financial statements that are accompanied by required supplemental information.

Following the completion of the audit of the fiscal year’s financial statements, the auditor shall issue for SVCE:
• A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles
• If applicable, a report of deficiencies in internal control In addition, FP1 contains (Section II.3) the requirement that the outside auditor be selected through a competitive solicitation at least every 5 years. SVCE’s original agreement with Pisenti & Brinker was signed in November 2017, for three years, and then extended in 2020 for two additional years, necessitating this year’s competitive solicitation.

In addition, CA Government Code Section 12410.6.(b) requires local agencies to engage lead audit partners for no more than six consecutive fiscal years, meaning that a change in partners would be required soon as well.

ANALYSIS & DISCUSSION
In June 2022, a Request for Proposals was sent to firms that have provided audits to SVCE and other CCAs, firms recommended by our outside accountancy, Maher, and the general SVCE solicitations list. Four proposals were received, from:
• Baker Tilly US, LP
• Eide Bailly LLP
• Maze & Associates
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~CLEAN ENERGY
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• Pisenti & Brinker, LLP
Proposals included quotes for both an audit of financial statements, and a Single Audit, due to SVCE’s having received pass-through federal funding as part of the California Arrearage Payment Program (“CAPP”). The audit of SVCE’s financial statements is to be conducted to Governmental Accounting Standards Board (“GASB”) standards, as in past years, with the single audit to be conducted according to Uniform Code standards.

The four proposals were reviewed against criteria recommended by the American Institute of Certified Public Accountants (“AICPA”), which included state licensure, firm independence from the client, and industry experience and professional development. Based on these standards, SVCE staff shortlisted Baker Tilly, LLP and Pisenti & Brinker, LLP, given their extensive experiences auditing Community Choice Energy associations.

After interviewing each firm, SVCE staff recommends continuing with Pisenti & Brinker, LLP, as SVCE’s outside auditor. Pisenti & Brinker is proposing a new engagement partner with their firm, Kellin Gilbert, who has extensive Single Audit experience, and who will bring fresh eyes to the audit process. Pisenti & Brinker will be utilizing our past engagement partner, Brett Bradford, in a quality-assurance, quality control role, to provide oversight and continuity as the engagement transfers to a new partner. SVCE staff believes that this offers a “best of both worlds” scenario, with a firm that has a solid work history with SVCE, and a partner that brings new perspective to the audit.

Staff presented an overview of the process and made a recommendation to the members of the Audit Committee at the August 31, 2022 meeting. The Committee agreed with the staff recommendation and is recommending to the Board to engage with Pisenti & Brinker, LLP through a new agreement. A copy of the Audit Committee presentation is provided for reference.

Compensation is not to exceed $32,900 for the term of the agreement. Upon successful completion of the audit, staff anticipates returning to the Board with a recommendation to extend the agreement for up to four additional fiscal years, which would provide continuity and adhere to the solicitation requirements in FP1.

Timeline
• Late September 2022 – Audit Committee kick-off meeting • November 2022 – Preliminary Audit Work commences
• January 2023 – Draft report presented to Audit Committee • March 2023 – Final report presented to Board of Directors • Progress reports will be made to SVCE management throughout the audit

STRATEGIC PLAN
The proposal supports SVCE’s updated 2021-2022 Strategic Plan Goal 13, to “Commit to maintaining a strong financial position”, by achieving an unqualified audit opinion.

ALTERNATIVE
Staff is open to alternatives from the Board, including the selection of an alternate audit firm.

FISCAL IMPACT
The proposed agreement has a total not-to-exceed amount of $32,900 for the audit of SVCEs financial records ($27,600) and the single audit of CAPP funding ($5,300) for FY21-22.

ATTACHMENTS

1. Copy of the June 2022 Request for Proposals

2. Staff presentation to Audit Committee – August 31, 2022

3. Draft Agreement with Pisenti & Brinker, LLP for Financial Audit Services Item 1k
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REQUEST FOR PROPOSALS
FOR

FINANCIAL AUDIT SERVICES
RFP Release Date: June 10, 2022
RFP Submittal Deadline: Friday, July 8, 2022 at 5:00 PM Pacific Time
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SILICON VALLEY

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1 Contents
2 - Silicon Valley Clean Energy Overview.....................................................................................3 3 - RFP Overview....................................................................................................................................3 4 - RFP Tentative Timeline .................................................................................................................4 5 - High Level Scope of Work............................................................................................................5 6 - Proposal Submittal..........................................................................................................................7 7 - Review and Selection Process ...................................................................................................9 8 - Agreement Terms ...........................................................................................................................9 9 - Inclusion of Non-Participating Agencies.................................................................................9 10 - California Public Records Act..................................................................................................10 11 - Ex Parte Communication .........................................................................................................10 12 - Insurance Requirements..........................................................................................................10 13 - Conflict of Interest/Statement of Non-Collusion............................................................11 14 - Addenda .........................................................................................................................................11 15 - Certifications.................................................................................................................................11 16 - Rights of SVCE.............................................................................................................................12 Attachment A – Standard Contract...............................................................................................13 Item 1k
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2 - Silicon Valley Clean Energy Overview
Silicon Valley Clean Energy (SVCE), a Community Choice Energy agency, is redefining the local electricity market and providing our residents and businesses with new clean energy choices—renewable and carbon–free electricity at competitive rates. SVCE was formed as a Joint Powers Authority in 2016, and now serves approximately 270,000 residential and commercial electricity customers across a service area comprised of the following thirteen communities: Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Saratoga, Sunnyvale and Unincorporated Santa Clara County. 97% of electricity customers in SVCE’s service area receive their electricity from SVCE. For more information on SVCE, please visit: https://www.svcleanenergy.org/.

As SVCE was formed to support our communities in reducing their greenhouse gas emissions, we aim to provide our customers with resources that can help them understand their energy use and how it relates to their carbon footprint, discover ways to reduce their carbon footprint and find products and contractors to help them save energy and money.

SVCE is also in the process of launching a broad set of programs supporting decarbonization efforts and needs an online resource to enable customers to engage with these programs and related activities. For more information on SVCE’s overarching program strategy and planned programs, please visit: https://www.svcleanenergy.org/programs/. 3 - RFP Overview
With this request for proposals (RFP), SVCE seeks proposals from qualified firms (Bidder) to audit its financial statements as described in this RFP’s scope of work. Bidders should provide one proposal in response to this RFP. SVCE reserves the right to award work to multiple Bidders, or to award work to no Bidders.

SVCE contemplates an initial one-year term, and reserves the right to extend for additional years, subject to the annual review, the satisfactory negotiation of terms (including a price acceptable to both SVCEA and the selected firm), the concurrence of the Board of Directors and the annual availability of an appropriation.

With this RFP, SVCE is soliciting the services of qualified firms of certified public accountants to prepare and present an audit of its basic financial statements, accompanied by required supplemental information, encompassing the fiscal period(s) commencing October 1, 2022, through September 30, 2023. Additional years / periods may be negotiated through an extension to the agreement This audit is to be performed in accordance with U.S. generally accepted auditing standards.

GENERAL EXPECTATIONS OF THE ENGAGEMENT
It is expected that the firm will have good standing in the community regarding integrity of work, independence of SVCE as defined by generally accepted auditing standards, no pending investigations, and preferably no pending litigations.

The firm will be expected to work directly with SVCE’s accountant, Maher Accounting, SVCE’s Chief Financial Officer, Amrit Singh, SVCE’s Deputy Director of Administrative Services, Kevin Armstrong, and possibly other SVCE staff on a regular and professional basis. Regular consultations may be required. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance.

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4 - RFP Tentative Timeline
This tentative schedule is provided for the convenience of Bidders but may be subject to change at any time by SVCE. Any such changes will be stated in an addendum to this RFP or otherwise communicated to Bidders.

Date Event
June 10, 2022 RFP Released
June 24, 2022 Deadline for questions, clarifications (see below)
July 1, 2022 Responses to Questions posted
July 8, 2022 @5:00 PM PT Deadline for Bidders to submit proposals July 22, 2022 Last day of possible interviews, if requested by SVCE
July 29, 2022 Anticipated date SVCE will notify awardees August 2022 (tbd) Staff presents recommendation to Audit Committee
August 31, 2022 Anticipated date contract finalized (to be sent to Board for approval)
September 9, 2022 Board Meeting – contract approval
Late September 2022 (tbd) Audit Committee kick-off meeting (work begins)
Notes:
• Questions: Bidders may submit questions concerning the RFP to [email protected]. All questions and answers will be shared with all Bidders and will be posted in the same location as the RFP, at https://www.svcleanenergy.org/solicitations/. Questions must be emailed and received by SVCE no later than June 24, 2022 @ 5:00 PM PT. SVCE shall not be responsible for nor be bound by any oral instructions, interpretations or explanations issued by SVCE or its representatives.
• Proposal Review: SVCE may request clarifications of submitted proposals by email or phone. Prompt responses will be requested.
• Bidder Interviews: SVCE may choose to conduct in-person/phone interviews of the top Bidders, to occur no later than July 22, 2022.
5 – Minimum Qualifications
All proposers should be legally certified to perform financial auditing services for government agencies within in the State of California or be able to show certification will be attained by the August 2022 start date. In addition, the firm should affirm all staff to be assigned to the project are properly licensed and legally able to practice in California.

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6 - High Level Scope of Work

NATURE OF SERVICES REQUIRED
A. Scope of Work to be Performed
SVCEA desires the auditor to express an opinion on the fair presentation of its basic financial statements in conformity with generally accepted accounting principles.

SVCEA will provide the auditor with full disclosure financial statements be presented in accordance with current Governmental Accounting Standards Board pronouncements, as well as any subsequent pronouncements over the course of the agreement term. SVCEA will prepare supporting schedules and required documentation for use by the auditors.

B. Reports to be Issued
Following the completion of the audit of the fiscal year’s financial statements, the auditor shall issue for SVCEA:
a. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles. This report shall include, at a minimum, Management’s Discussion and Analysis, the Basic Financial Statements, and Notes to the Basic Financial Statements. b. If applicable, a report or letter outlining any deficiencies in internal control.

C. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the auditors’ expense, for a minimum of seven (7) years, unless the firm is notified in writing by the SVCEA of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees:

Silicon Valley Clean Energy Authority
In addition, the firm(s) shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance.

D. Conferences and Meeting Attendance
The firm may be required to meet independent of SVCE staff with SVCE Board members to discuss details of scope, intent, or expectations on behalf of the Board.

This may be done by phone or video conference. However, the Consultant shall be prepared to attend an in-person final presentation of the audited financial statements to the Board at the end of the project. This presentation will likely be held at a Board meeting in the City of Cupertino. Additional meeting attendance may be required.

Sufficient advance notice will be provided by SVCE staff.

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DESCRIPTION OF THE ENTITY
Names and Contact Information
The auditors’ principal contacts with the SVCEA will be Amrit Singh, Chief Financial Officer and Director of Administrative Services, and Michael Maher, CPA, Accounting Consultant. Girish Balachandran, CEO, and other staff with be available as needed.

Background Information
The Silicon Valley Clean Energy Authority was created as a California Joint Powers Authority on March 31, 2016. SVCEA was established to provide electric power and related benefits within Santa Clara County, including developing a wide range of renewable energy sources and energy efficiency programs.

SVCE began providing electric power to customers in April 2017. Electric power is delivered to SVCEA’s customers through a contractual arrangement with Pacific Gas & Electric Company (PG&E). PG&E is also responsible to read electric meters, to send invoices to customers and to collect payments on behalf of SVCE. SVCE contracts with another service provider for customer account data management and a customer service call center. SVCE currently is under contract to purchase electric power from several suppliers. It is anticipated that purchases from additional suppliers will occur in future periods. SVCE currently has thirty employees and does not expect to have more than fifty during the term of this contract.

The accounting and financial reporting functions SVCE are the responsibility of Maher Accountancy.

SVCE operates as an enterprise-type fund. Financial accounting is maintained on the accrual basis of accounting. Budgets are prepared on the modified accrual basis.

Employees are eligible to participate in a defined contribution retirement plan and there is no obligation for other post-employment benefits.

PROPOSED PROJECT TIMELINE
September 2022 Kick-Off Meeting with SVCE Audit Committee – date TBD December 1, 2022 SVCE to have records ready for audit and key personnel available to meet.

Progress Reports Routine progress reports to be provided to SVCE and Maher Accountancy, or their designated representatives, at regular intervals, but no less than monthly.

Mid-January, 2023 Auditor shall have draft audit report and recommendations available for review by SVCE
February 1, 2023 Auditor shall have final report and recommendations available for SVCE to present at
Mid-February, 2023 SVCE and Auditor present report to Audit Committee – date TBD
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Early March, 2023 SVCE and Auditor to present report to Board of Directors – date TBD
Subsequent distribution to the public shall be the
responsibility of SVCE.
7 - Proposal Submittal
Proposals must be received on or before the above deadline and submitted by email to [email protected] with the subject “Proposal - <Organization> - FINANCIAL AUDIT SERVICES”.

Only electronic submittals in PDF format will be accepted.

Proposals must include the following sections (to be submitted in this order only):

1. Title Page with Administrative Information
• Provide administrative information, including at a minimum: date of proposal, firm name, mailing address, phone number, and email of designated point of contact.

2. Proposal summary
• Briefly discuss the highlights, key features and distinguishing points of the proposal.

3. Technical Proposal:
• An outline of the Scope of Work to be done
• Staff to be assigned to the project, with qualifications o Identify the principal supervisory and management staff, including engagement partners, managers, supervisors and others, who would be assigned to the engagement. Indicate whether each such person is registered or licensed to practice as a certified public accountant in California. Provide information on the government auditing experience of each person, including information on continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of the audit(s).
o Provide as much information as possible regarding the number, qualifications, experience and training, including relevant continuing professional education, of the specific staff to be assigned to this engagement. Indicate how the quality of staff over the term of the agreement will be assured.
o Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of SVCEA.
o Consultants and firm specialists mentioned in response to this request for proposal can only be changed with the express prior written permission of SVCEA.

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o Other audit personnel may be changed at the discretion of the proposer provided that replacements have substantially the same or better qualifications or experience.
• Proposer qualifications and related experience
o The proposer should state the size of the firm, the size of the firm's governmental audit staff, the location of the office from which the work on this engagement is to be performed and the number and nature of the professional staff to be employed in this engagement. o The firm is required to submit a copy of the report on its most recent external quality control review, with a statement whether that quality control review included a review of specific government engagements.
o The firm shall provide information on the results of any federal or state desk reviews or field reviews of its audits during the past three (3) years. The firm shall also provide information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three (3) years with state regulatory bodies or professional organizations, or litigation whereby a court has ruled against the firm. In addition, the firm is asked to describe the nature, magnitude, and status of any litigation current or pending against the firm in any manner related to the firm’s professional activities.
o Proposer must disclose any debarment or other disqualification as a vendor for any federal, state or local entities. Proposer must describe the nature of the debarment/disqualification, including where and how to find such detailed information.
• A statement regarding the extent and duration of any direct experience with other CCA’s

4. Description of Qualifications (can be an appendix)
• The firm should provide an affirmative statement that it is independent of SVCE as defined by generally accepted auditing standards.
• An affirmative statement should be included that the firm and all assigned key professional staff are properly licensed to practice in California. • Acknowledgement of understanding of the General Expectations stated in section 3, above
• A description of any subcontractors that may be used in relation to this project and the capacity in which they will be employed
• Years of operation and directly related experience, or most significant engagements similar to this, performed in the last five (5) years, for government clients.
• Three (3) references
• Sample of work

5. Project Timeline: Not to exceed the absolute deadline in SVCE’s project timeline listed above

6. Project Budget: With a not to exceed, staffing cost table, subcontractor passthroughs (if applicable), and estimated hours
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7. Confirmation of acceptance of contract terms or explanation of proposed contract modifications (see Section 7 of this RFP)
• List all exceptions or requested changes that Bidder has to SVCE’s standard contract. Items not excepted will not be open to later negotiation.

8. Inclusion of non-participating agencies (see Section 10 of this RFP) • Indicate Bidder’s willingness to extend the terms of resulting contracts to other similar entities.
8 - Review and Selection Process
In addition to, or in reiteration of, the aforementioned minimum proposal requirements, all of which are mandatory, proposals will be evaluated based on the following non-exclusive list of criteria:
• Qualifications and experience of the Bidder providing similar products and services, including the capability and experience of key personnel as well as experience with other public and/or private agencies in similar capacities • History of successfully performing services for public and/or private agencies and other Community Choice Energy agencies
• Financial viability of the Bidder
• Cost to SVCE for the products and services identified in this RFP • Proposed approach, including a clearly-demonstrated understanding of the intended scope of products and services to be provided
• Ability to meet any required timelines or other requirements • Existence of and circumstances surrounding any claims or violations of law or governmental regulations against the Bidder, its representatives and/or partners • Pertinent references
• Acceptance of SVCE’s standard contract terms and conditions SVCE reserves the right to consider factors other than those specified above and to request additional information from any/all Bidders as a part of the selection process. 9 - Agreement Terms
Awardees will be required to enter into a contract using SVCE’s standard contract terms.

Modification of the contract terms may be proposed by the Bidder for consideration by SVCE but are not guaranteed to be accepted. Rejection of the final terms from SVCE is grounds for disqualification.

SVCE’s standard contract terms are available for review in Appendix A. 10 - Inclusion of Non-Participating Agencies
SVCE is asking all responding Bidders to indicate their willingness to extend the terms of resulting contracts, inclusive of price, to other interested California-based municipalities, municipally-owned utilities and community choice energy programs. While this clause in no way commits these agencies to contract with SVCE’s awarded consultant, nor does it guarantee any additional orders will result, it does allow other agencies, at their discretion, to make use of SVCE’s competitive process (provided said process satisfies their own procurement guidelines) and enter into a contract directly with the awarded consultant. All contracts entered into by other agencies shall be understood to be transactions between that Item 1k
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agency and the awarded consultant; SVCE shall not be responsible or liable in any manner for any such contracts.
11 - California Public Records Act
All parties acknowledge that SVCE is a public agency subject to the requirements of the California Public Records Act, Cal. Gov. Code section 6250 et seq. (“CPRA”). SVCE will not disclose any part of any proposal before it announces a recommendation for an award, on the ground that there is a substantial public interest in not disclosing proposal during the evaluation process. After the announcement of a recommended award, all proposals received in response to this RFP will be subject to public disclosure, with the exception of those elements in each proposal which are exempt from disclosure pursuant to the CPRA.

If a Bidder believes there are portion(s) of the proposal which are exempt from disclosure, the Bidder must plainly mark it as “Confidential”, “Proprietary”, or “Trade Secret.” SVCE may also request that the Bidder state the specific provision of the CPRA which provides the exemption, and the factual basis for claiming the exemption. Any proposal which contains language purporting to render all or significant portions of the proposal as “Confidential,” “Trade Secret,” or “Propriety,” will be considered non-responsive and a public record in its entirety.

Although the CPRA recognizes that certain confidential trade secret information may be protected from disclosure, SVCE may not be in a position to establish that the information a Bidder submits is a trade secret. If a public records request is made for information marked “Confidential,” “Proprietary,” or “Trade Secret,” SVCE will provide the Bidder(s) who submitted the information with reasonable notice to seek protection from disclosure by a court of competent jurisdiction. The Bidder shall be solely responsible for taking such legal steps; if the Bidder takes no such action after receiving notice of the public records request, SVCE will disclose all records it deems subject to disclosure, even if marked “Confidential,” “Trade Secret,” or “Proprietary.”
12 - Ex Parte Communication
Please note that to insure the proper and fair evaluation of a proposal, SVCE prohibits ex parte communication (i.e., unsolicited) initiated by the Bidder to an SVCE Official or Employee evaluating or considering the proposals prior to the time a bid decision has been made.

Communication between Bidder and SVCE will be initiated by the appropriate Agency Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the proposal. Ex parte communication may be grounds for disqualifying the offending Bidder from consideration or award of the proposal, then in evaluation, or any future proposal.
13 - Insurance Requirements
All insurance shall be secured from or countersigned by an agent or surety company recognized in good standing and authorized to do business in the State of California.

All proposers should be able to show the following minimum insurance requirements will be maintained through the duration of the project:

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• $1,000,000 of Commercial General Liability and a general aggregate limit of $2,000,000 per project or location
• $1,000,000 of Automobile Liability for any owned, non-owned, or hired vehicle to be used in connection with the performance of this project • $1,000,000 of Worker’s Compensation as required by the State of California • $2,000,000 of Professional Liability/Errors & Omissions The Bidder shall, within thirty (30) days of notification of award and prior to commencement of work, take out and maintain in full force and effect minimum insurance coverage as specified in the attached requirements. This insurance shall remain in force and effect throughout the duration of the contract.

A certificate of existing insurance coverage should be submitted with the proposal as proof of insurability. If the current coverage does not meet the RFP requirements, then the Bidder should request an affidavit of insurability from the Bidder’s insurance agent that certifies the requirements can and will be met. Failure to provide adequate insurance coverage may be cause for disqualification as non-responsive to the RFP requirements. 14 - Conflict of Interest/Statement of Non-Collusion
All bidders must disclose with their proposal the name of any officer, director, or agent who is also an employee of SVCE. Further, all bidders must disclose the name of any SVCE employee who owns, directly or indirectly, an interest of five percent (5%) or more of the bidder’s firm or any of its branches.

The Bidder shall certify that he/she has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with the proposal and that the bidder is not financially interested in, or otherwise affiliated in a business way with any other bidder on the same land or improvements.
15 - Addenda
It is the Bidder’s responsibility to contact SVCE prior to submitting a proposal to ascertain if any addenda have been issued, to obtain all such addenda and return executed addenda with the proposal.

The failure of a Bidder to submit acknowledgement of any addenda that affects the proposal price(s) may be considered an irregularity and may be cause for rejection of the proposal. 16 - Certifications
The submission of a proposal shall be deemed a representation and certification by the Bidder that it:
• Has read, understands and agrees to the information and requirements set forth in this RFP.
• Has the capability to complete the responsibilities and obligations of the proposal being submitted
• Represents that all information contained in the proposal is true and correct Item 1k
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• Acknowledge that SVCE has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Bidder, and Bidder hereby grants SVCE permission to make these inquiries
• Will provide any and all documentation related to the proposal in a timely manner • Is eligible to submit a proposal because he/she is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in a transaction by any Federal, State, or local department or agency 17 - Rights of SVCE
SVCE is not obligated to respond to any proposal submitted as part of the RFP. SVCE at its sole discretion reserves the right to waive technicalities or irregularities, to reject any or all proposals, and/or to accept that proposal which is in the best interest of SVCE. The award of this proposal, if made, may be based on considerations other than total cost and may be awarded based on various considerations, including without limitation; Bidder’s experience and/or qualifications, past experience, administrative cost, standardization, technical evaluation and oral and/or written presentations as required. SVCE reserves the right to accept all or part, or to decline the whole, and to award this RFP to one (1) or more Bidders. There is no obligation to buy. The RFP, if awarded, will be in the judgement of SVCE the most responsive to the agency’s needs.

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Attachment A – Standard Contract
(See Attached Contract Template)
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AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

FOR
S
THIS AGREEMENT (“Agreement”), is entered into this Click here to enter DAY. day of ENTER MONTH., ENTER YEAR., by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Click here to enter Consultant’s name., a Click here to enter entity type (California corporation, partnership, etc.). whose address is Click here to enter address. (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for Click here to enter a description of work to be performed. upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on Click here to enter beginning of term., and shall terminate on Click here to enter end of term., unless terminated earlier as set forth herein.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Click here to enter amount of compensation in words. dollars ($Click here to enter amount of compensation in numerals..00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.

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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 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.

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 Item 1k
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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.

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

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

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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.

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 Item 1k
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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.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the 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.

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B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion.

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

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. Click here to enter the name of Consultant representative. (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL 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 Item 1k
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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.

Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

D. Consultant agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

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

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

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Click here to enter consultant name.

Click here to enter company name.

Click here to enter street number and street name.

Click here to enter city, state, and zip code.

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

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 Item 1k
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approvals during the term of this Agreement.

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.

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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.

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 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’ Item 1k
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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.

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.

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

RECOMMENDED FOR APPROVAL
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_______________________________
Enter Your Name, Enter Your Title

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME
Enter Consultant’s Name
By: ________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Click here to enter text.

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Exhibit B
Schedule of Performance
Click here to enter text.

This schedule may be modified with the written approval of the Authority.

Task Begin Complete

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

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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 Click here to enter dollar amount in words. dollars ($Click here to enter dollar amount in numerals.), 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. $ XX,000

2. $ XX,000

3. 4.

5. 6.

7. 8.

9. 10.

Total
Rates
Personnel Title Hourly
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, Item 1k
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task(s) for which work was performed). 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.

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1 [Review insurance coverage and amounts to confirm they are appropriate for each scope of service]
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 [May be reduced or eliminated based on scope of services]
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 $5,000,000 US per occurrence.

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2 Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1k
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3 their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SAS-70 (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of an SAS-70 Type II report.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority 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 Item 1k
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4 required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but 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, within five (5) calendar days of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant 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 Consultant. This Section shall survive the termination of this Agreement.

8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or Item 1k
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5 representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

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SVCE RFP - Financial Services
• Subtitle
New SV Clean Energy
PowerPoint Template
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Attachment 2
Presentation to Audit Committee
12410.6.(b) requires local agencies to engage lead
audit partners for no more than six consecutive fiscal years.

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Presentation to Audit Committee
Section 11.3 - Requirement to competitively solicit at least every 5 years 1) SVCE originally conducted an RFP in 2017, and selected Pisenti & Brinker, LLP as financial auditor;
2) Pisenti & Brinker, LLP was contracted to audit SVCE's financials for 3 years, from the partial fiscal year 2016-17 through the full fiscal year 2018-19; 3) In 2020, SVCE extended Pisenti's contract for an additional 2 years, through the audit of SVCE's financials for fiscal year 2020-21 4) CA Govt Code Section
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Presentation to Audit Committee
SVCE released the Audit
RFP in June 2022
The RFP was shared
with auditors with direct
CCA experience, as well
as the general SVCE
solicitations list
Proposals were received from four firms:

Pisenti & Brinker, LLP
Baker Tilly US, LP
Eide Bailly LLP
Maze & Associates
Proposals included both American Institute of
Certified Public Accountants (AICPA) and Single
(Uniform Code) audit elements (due to SVCE's
receipt of California Arrearage Payment Program
(CAPP) funding in 2022).

Audits to be conducted to GASB standards
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Presentation to Audit Committee
The AICPA
recommends the
following standards
when selecting an
auditor:

Licensure by the
appropriate state
regulatory agency
Independence of
the firm
Experience and
professional
development
Pisenti & Brinker, LLP
CA Licensed
Santa Rosa, CA
Previous CCA experience
Smaller firm (N50 staff)
Eide Bailly, LLP
CA Licensed
Menlo Park, CA
Previous Municipal Utility
experience
Larger firm (N2,500 staff)
Baker Tilly, LLP
CA Licensed
Madison, WI
Previous CCA Experience
Larger Firm (N6,000 staff)
Maze & Associates
CA Licensed
Pleasant Hill, CA
Previous Municipal Utility
experience
Smaller firm (N60 staff)
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Presentation to Audit Committee
Staff identified two firms
for shortlisting, based on
standards that match
those recommended by
the AICPA
Staff conducted
interviews with each firm
to finalize a
recommendation
Both Firms
Extensive experience with CCAs, Maher CPA, and Calpine
Due to SVCE's staggered FY, both would have Single Audits of CAPP funds underway with other CCAs before starting with SVCE Baker Tilly, LLP
Firm would provide a fully-new audit team to review
SVCE financials
Firm has extensive energy
& utility industry
experience nationwide
Firm currently conducting
over 500 single audits
Total Cost - $40,000
Pisenti & Brinker, LLP
Firm would be rotating
partners in advance of the
CA Govt Code deadline, to
provide overlap before full
transition - new partner to
sign off on audit, but with
benefit of past partner
experience
New partner is firm lead for
Single Audits
Total Cost - $33,000
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© Staff Recommendation - Pisenti & Brinker
Staff recommends that
the Audit Committee
recommend to the Board
of Directors that:

Pisenti & Brinker, LLP be
selected as the financial
auditor for SVCE's
financial statements for
fiscal year 2022-23
Pisenti has extensive previous CCA experience, having
prepared audits for SVCE, 3CE, and SCP for numerous
fiscal years, working with Maher and Calpine.

The rotation in lead partner will provide SVCE with the best of both worlds - new eyes I attention to our
financials, with a firm familiarity from prior work, ideally allowing them to focus on matters of significance
quickly, without dwelling on routine items.

Pisenti's new partner on the engagement is their single audit lead, bringing extensive experience to our
upcoming CAPP audit.
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Staff will present an agreement on consent to the Board for approval at the September 14th Meeting.

Agreement will be for an initial one-year term, with the option to extend for additional years upon completion of a successful engagement.

Staff will schedule a committee meeting to kick-off the audit process in late September (date tbd).

After the close of SVCE's financials, audit work will commence in October 2022.
rA, s1L1coN VALLEY ~ CLEAN ENERGY 7
•
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Approve an agreement with Pisenti & Brinker, LLP to audit SVCE's financial statements for fiscal year 2021-22, with an option to extend for additional years (not to exceed the 5-year limit).
rA, s1L1coN VALLEY ~ CLEAN ENERGY 8
2/2022 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

PISENTI & BRINKER, LLP
FOR

FINANCIAL AUDIT SERVICES
THIS AGREEMENT (“Agreement”), is entered into this 14th day of September, 2022, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and Pisenti & Brinker, LLP, a California corporation whose address is 3562 Round Barn Circle, Suite 200, Santa Rosa, CA 95403 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for financial audit services 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 15, 2022, and shall terminate on September 30, 2023, unless terminated earlier as set forth herein.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Thirty-two thousand, nine hundred dollars ($32,900.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of this Agreement.

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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 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. Consultant agrees to accept responsibility for loss or damage to any person or entity, including the Authority, and to defend, indemnify, hold harmless, and release the Authority, its officers, agents, and employees, from and against any and all actions, claims, damages, liabilities, or expenses, that may be asserted by any person or entity, including Consultant, arising out of or in connection with the negligent performance or willful misconduct of Consultant hereunder, whether or not there is concurrent negligence on the part of the Authority, but excluding liability arising out of or due to the Authority’s active negligence or willful misconduct. This indemnification obligation is limited to the total professional fees paid to and/or incurred by Consultant hereunder; provided, however, that such indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Consultant or its agents under workers compensation acts, disability benefits acts, or other employee benefit acts. The parties hereto understand and agree that the foregoing is not intended to abrogate, limit or violate any terms and conditions of Consultant's existing general and professional liability insurance coverages, nor reduce or limit the amount otherwise payable from such policies relating to or on account of a claim falling within the scope of this section.

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 Item 1k
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attorneys’ fees of counsel of Authority’s choice, expert fees and all other costs and fees of litigation.

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

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

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 Item 1k
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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.

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 Item 1k
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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.

Consultant agrees to include within their subcontract(s) with any and all subcontractors the 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.

B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the Item 1k
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original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion.

C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

D. All Reports shall also be provided in electronic format, both in the original file format (e.g., Microsoft Word) and in PDF format.

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. Kellin Gilbert (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. CONFIDENTIAL 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 Item 1k
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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.

Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

D. Consultant agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

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

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

Kellin Gilbert, CPA, Partner
Pisenti & Brinker, LLP
3562 Round Barn Circle, Ste 200
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Santa Rosa, CA 95403

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

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
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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.

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.

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement Item 1k
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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.

31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE

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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.

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

RECOMMENDED FOR APPROVAL
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__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services

CONSULTANT NAME
Pisenti & Brinker, LLP
By: ________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

2/2022 Version
Exhibit A
Scope of Services
Perform audits of the basic financial statements of the Silicon Valley Clean Energy Authority (Authority) as set forth below for the period October 1, 2021 to September 30, 2022. Perform the audit in accordance with auditing standards generally accepted in the United States of America as set forth by the American Institute of Certified Public Accountants. If necessary, perform a Single Audit of the California Arrearage Payment Program (CAPP) according to Uniform Guidance.

Reports to be prepared include:
• Report on the fair presentation of the financial statements of the Authority; • Management letter of comments;
• Report on significant deficiencies or material weaknesses in internal control, if any are identified;
• Other communications to those charged with governance as required by professional standards.
• Report on internal control over financial reporting and on compliance and other matters based on an audit of financial statements performed in accordance with Government Auditing Standards (if a single audit is required);
• Report on compliance for each major federal program and report on internal control over compliance required by the Uniform Guidance (if a single audit is required); • Schedule of findings and questioned costs and schedule of prior audit findings and responses (if a single audit is required).

PISENTI & BRINKER, LLP will retain all working papers and reports for a minimum of seven years. Working papers are available upon request to the government agencies with oversight over the Authority.

During the audits, PISENTI & BRINKER, LLP will observe the adequacy of the system of internal control relevant to the basic financial statements of the Authority. At the conclusion of the audits, PISENTI & BRINKER, LLP will make a presentation to the board or other representatives of the Authority if requested and present the audit report, findings, and make other communications as required by professional standards.

During the audits, PISENTI & BRINKER, LLP will provide routine progress reports to the audit committee, SVCE staff and outside accountant on the status of the engagement.

The Management Letter of Comments will address the following:
• Areas where the Authority’s internal controls can be enhanced; • Areas where operational processes can be streamlined and made more efficient; • Compliance with other laws and regulations applicable to the Authority.

Should any irregularities or illegal acts come to the attention of the audit team during the course of the audits, PISENTI & BRINKER, LLP will make an immediate written report to Management and the Governing Board, unless they are clearly inconsequential.

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Exhibit B
Schedule of Performance
We propose to perform the services according to the following timeline for the audit of the period October 1, 2021, through September 30, 2022. Subsequent years will be modified as mutually agreed upon.

September 2022:
• Execute contract and provide arrangement letter to SVCE • Provide SVCE staff with a preliminary list of documents for the audits • Kick‐off meeting with audit committee
Early December 2022 – Entrance Conference and Preliminary Planning Phase:
• Planning meetings with SVCE management and finance staff • Provide SVCE with a preliminary audit plan and discuss questions regarding documents and audit procedures
Mid‐December 2022 ‐ Fieldwork – Risk Assessment and Testing:
• Perform "walk‐throughs" in order to obtain an understanding of the significant processes and related internal controls of finance and accounting functions • Testing of significant year end balances and transaction cycles • Perform compliance testing in connection with laws and regulations • Perform compliance testing in connection with the Single Audit, if applicable; Prior to January 16, 2023 – Complete Post Fieldwork & Deliver Draft Reports:
• Deliver to SVCE management:
o Draft of audited financial statements
o Draft of management letter and other communications
• Meet with SVCE management as needed to discuss draft reports Prior to January 31, 2023 – Reporting and Wrap Up:
• Meet with SVCE finance committee to discuss draft reports • Present and report on audit to SVCE board of directors (at a time and place to be designated by SVCE)
• Deliver all final reports and communications
• Completed Single Audit reports, if applicable.

Please note that this timeline is contingent upon our timely receipt of all documents, schedules, and other information necessary to complete the audits. Additionally, we will work with SVCE staff to fine‐tune a mutually agreeable schedule.

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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 thirty-two thousand nine hundred dollars ($32,900), 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. Financial Statement Audit (incl Management Letter) $ 27,600

2. Single Audit (if necessary) $ 5,300

3. Total $ 32,900
Rates
Personnel Title Hourly
Kellin Gilbert Partner 390
Brett Bradford Partner 390
Jenna Blanchard Supervisor 220
Aliandra Schaffer Senior 180
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). 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
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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.

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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:

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Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

4. Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Confidential Information in the course of Item 1k
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their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority. Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing a written description to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800-53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. If the services include handling credit card information, then the Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SAS-70 (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of an SAS-70 Type II report.

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority 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 Item 1k
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required by Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but 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, within five (5) calendar days of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant 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 Consultant. This Section shall survive the termination of this Agreement.

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8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

9. Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

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Silicon Valley Clean Energy Board of DirectorsSeptember 14, 2022

Silicon Valley Clean Energy Board of Directors
September 14, 2022