Agenda packet — Silicon Valley Clean Energy Board of Directors, May 10, 2023 (part 1 of 2)

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

George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, May 10, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

Gilroy, CA 95020
Morgan Hill City Hall
17575 Peak Ave.

Morgan Hill, CA 95037
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/95580440988
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 955 8044 0988
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.

SILICON VALLEY <3/ CLEAN ENERGY

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George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the Americans with Disabilities Act (“ADA”) please contact Board Clerk Andrea Pizano at [email protected] prior to the meeting for assistance.

AGENDA
Call to Order
Roll Call
Public Comment on Matters Not Listed on the Agenda
The public may provide comments on any matter not listed on the Agenda provided that it is within the subject matter jurisdiction of SVCE. Speakers are customarily limited to 3 minutes each, however, the Board Chair may increase or decrease the time allotted to each speaker based on the number of speakers, the length of the agenda and the complexity of the subject matter. Speaking time will not be decreased to less than one minute.

Consent Calendar (Action)
1a) Approve Minutes of the April 12, 2023, Board of Directors Meeting 1b) Receive March 2023 Treasurer Report
1c) Authorize the Chief Executive Officer to Approve the Agreement with Strategic Energy Innovations to Host Three Climate Corps Fellows for the 2023-2024 Fellowship Cycle
1d) Adopt Resolution Approving Amendment to Operating Rules and Regulations to Expand Executive Committee Membership to Up to Six Members
1e) Authorize Request for Extension to Comply with Load Management Standards
1f) Receive SVCE Rate Schedules Effective May 1, 2023
1g) Adopt Resolution Moving Reinstatement of SVCE’s Delinquent Payment Policy to May 2023
1h) Authorize the Chief Executive Officer to Execute an Amendment to the Agreement with Enervee Corporation to Extend the Term of the Agreement for 15.5 Months and Increase Compensation by $175,500 1i) Executive Committee Report
SILICON VALLEY <3/ CLEAN ENERGY

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George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
1j) California Community Power Report
1k) Additional Committee Reports
Regular Calendar
2) CEO Report (Discussion)
3) Appoint Sixth Member to SVCE’s 2023 Executive Committee (Action) 4) Update on FY 2022-2023 Digital Engagement Initiatives (Information) Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
The public may provide comments regarding the Closed Session item(s) just prior to the Board beginning the Closed Session. Closed Sessions are not open to the public.

Closed Session
Public Employee Performance Evaluation
Title: Chief Executive Officer
Conference with Labor Negotiators
Agency Representatives: George Tyson, Chair, Board of Directors, Tina Walia, Vice Chair, Board of Directors
Unrepresented Employee: Chief Executive Officer
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case)
Report from Closed Session
Adjourn
SILICON VALLEY <3/ CLEAN ENERGY

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, April 12, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

Gilroy, CA 95020
929 Coventry Way
Milpitas, CA 95035
Wasa Park Hotel
1 Sankt Eriksplan, 113 20,
Stockholm, Sweden

DRAFT MEETING MINUTES
Call to Order:

Chair Tyson called the meeting to order at 7:01 p.m.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills
Tina Walia (Vice Chair), Saratoga
Sheila Mohan, Cupertino
Zachary Hilton, Gilroy (Participated via teleconference) Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Evelyn Chua, Milpitas (Participated via teleconference) Bryan Mekechuk, Monte Sereno
Tanya Carothers, Morgan Hill
Margaret Abe-Koga, Mountain View
Murali Srinivasan, Sunnyvale
Otto Lee, Santa Clara County

Absent:

Elliot Scozzola, Campbell
Public Comment on Matters Not Listed on the Agenda
No speakers.

Item 1a Draft Minutes: April 12, 2023 Board of Directors Meeting SILICON VALLEY \3/ CLEAN ENERGY

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Consent Calendar
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.
1a) Approve Minutes of the March 8, 2023, Board of Directors Meeting 1b) Receive February 2023 Treasurer Report
1c) Review Operating Rules and Regulations Amendment to Expand Executive Committee Membership to Up to Six Board Members
1d) Authorize the Chief Executive Officer to Execute an Amended and Restated PPA for a Previously Executed Distributed Energy Storage Agreement for Resilience and Capacity with Sunrun Inc. in an Amount Not to Exceed $7,400,000 and for a Modified Term from January 1, 2024 through December 31, 2034
1e) Adopt Resolution to Approve SVCE’s Amended Files and Records Management Policy and Authorize the Chief Executive Officer to Make Future Updates to the Policy and Records Retention Periods in Consultation with General Counsel
1f) Receive Q1 2023 Decarbonization Programs Update
1g) Authorize the Chief Executive Officer to Execute Amendment to Agreement with Pisenti & Brinker, LLP for Financial Audit Services
1h) Executive Committee Report
1i) Legislative Response to Industry Transition 2023 Ad Hoc Committee Report 1j) California Community Power Report
1k) Additional Committee Reports
MOTION: Director Mekechuk moved and Director Lee seconded the motion to approve the Consent Calendar, Items 1a through 1k.

The motion carried by verbal roll call vote with Director Scozzola absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran addressed the following topics in his report:
1) Introduction of SVCE’s five newest employees:

Jessica Feng, Power Resources Planner,
Alex Krause, Senior Quantitative Analyst,
Leanna Huynh, Senior Programs Specialist,
Eric Rodriguez, Programs Lead, and
Kaley Dodson, Energy Services Specialist
All provided brief welcome comments; Chair Tyson welcomed the new employees on behalf of the Board.
2) A brief update on anticipated penalties, noting that the Board would be informed when received; 3) Information on the Governor’s change proposal through a budget trailer bill, and 4) Provided an invitation to board members to join staff for dinner following an upcoming in-person retreat.

Senior Communications Manager Pamela Leonard provided an update on upcoming Earth Day activities.

Chair Tyson opened Public Comment.

No speakers.

Item 1a Draft Minutes: April 12, 2023 Board of Directors Meeting

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Chair Tyson closed Public Comment.
3) Delegate Authority to the Chief Executive Officer to Execute Power Purchase Agreement for Biomass Project Rio Bravo Fresno (Action)
Monica Padilla, COO and Director of Power Resources and Charles Grinstead, Senior Manager of Power Resources provided a presentation with a request for the Board of Directors to delegate authority to the CEO to execute a short-term power purchase agreement with Rio Bravo Fresno Biomass energy, with the following parameters:

Capacity: 25 megawatts
Est. Annual Generation: 175,000 MWhs
Price: fixed dollar per megawatt hour
Term: 2.75 years, May 1, 2023 through December 31, 2025 Not-to-exceed dollar amount: $60,000,000
Staff provided background information on the resource; Board members provided comments on the project’s contribution to SVCE’s resource adequacy and the efficient burning of the biomass.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Director Chua moved and Director Mekechuk seconded the motion to authorize the CEO to execute a power purchase agreement for the Rio Bravo Fresno renewable biomass project.

The motion carried by verbal roll call vote with Director Scozzola absent. 4) Adopt Resolution Authorizing the Chief Executive Officer to Finalize Negotiations and Execute Power Purchase Agreement with Middle River Power for the Hanford Hybrid Natural Gas Power Plant and Battery Energy Storage System; Allowing for an Exception to the Board-adopted Energy Risk Management Policy; and Directing Staff to Return with a Policy and Guidelines for Establishing a Fund to Mitigate the Impacts of Emissions Associated with the Hanford PPA (Action)
CEO Balachandran introduced the item. COO and Director of Power Resources Padilla and Senior Manager of Power Resources Grinstead provided a presentation which included background information on California’s Clean Goals, Reliability Challenges and Requirements; SVCE’s Energy and Capacity Portfolio, Procurement and Progress efforts; information on Middle River Power’s Hanford Hybrid Natural Gas Power Plant with Battery Storage System; and an overview of the recommendation.

Staff responded to board member questions regarding similar existing projects, natural gas use and cost, battery storage, an emissions mitigation fund, resource adequacy capacity, emissions reductions, and project location.

Chair Tyson opened Public Comment.

Eric Muller, SVCE customer, commented on the difficult decisions that will need to be made and the importance of educating the community.

Chair Tyson closed Public Comment.

MOTION: Director Lee moved and Director Abe-Koga seconded the motion to adopt Resolution 2023-06 which provides for the following:

1. Delegates authority to the Chief Executive Officer (CEO) to finalize negotiations and execute a Power Purchase Agreement (PPA) with Middle River Power, or its affiliate MRP Pacifica Marketing LLC, for Resource Adequacy with Dispatchable Energy from its Hanford Hybrid Natural Gas Power Plant and Battery Energy Storage System (“Hanford”) Item 1a Draft Minutes: April 12, 2023 Board of Directors Meeting

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for a term not to exceed twelve years and in an amount not to exceed $280,000,000 over the life of the PPA with the following parameters:
a. Resource Adequacy (RA) capacity from existing Hanford Natural Gas Power Plant of 99.4 megawatts (MW)
b. Additional RA capacity from a new Battery Energy Storage System (BESS) of 16 MW sited adjacent to Hanford with an expected 13.97 MW to count towards the Mid-term Reliability Procurement Order and with expected commercial on-line date of April 1, 2024 date and delivery through April 30, 2036. c. Dispatchable energy from the Natural Gas Peaker Power Plant subject to operating constraints and to meet demand under certain market and grid conditions;

2. Provides for an exception to the Board-approved Energy Risk Management Policy to allow for procurement of natural gas to manage risk associated with the Natural Gas Peaker Plant Toll portion of the Hanford project, if necessary, and

3. Directs staff to develop a policy and/or guidelines to set aside funds to be used for programs and/or projects to mitigate emissions associated with energy produced by the Hanford project resulting from the Hanford PPA and return to the Board by the December 2023 Board meeting with a recommendation.

The motion carried by verbal roll call vote with Director Scozzola absent. 5) Adopt Resolution to Update Design of SVCE’s E-ELEC Generation Rate Discount (Action) Adam Selvin, Director of Energy Services and Community Relations, and Peter Mustacich, Energy Services Lead, provided a presentation which included: background information on SVCE’s electrification discount; information on the E-ELEC rate and E-ELEC discount timeline; various discount approaches; evaluation of different customer profiles; Executive Committee feedback on the proposed E-ELEC design discount in phases; and a request to approve a design update to the E-ELEC discount to a “TOU Super” design structure.

Staff responded to board member questions regarding data analysis from the first phase of enrolled customers, timing on when the discount would take effect, if time-of-use currently exists on other plans, incentivizing customers, information on the pilot program, and the proposed design structure.

CEO Balachandran reiterated that the rate is voluntary and opt-in.

Board members provided comments on the design structure.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Director Mekechuk moved and Director Meadows seconded the motion to adopt Resolution 2023-07 to update the E-ELEC discount to reflect the “TOU Super” design structure to establish generation rates 30% lower than PG&E’s generation rates during Off-Peak summer and winter time-of-use periods, 10% higher than PG&E’s generation rates during Peak summer and winter time-of-use periods, and with no deviation (0%) from PG&E’s generation rates during Partial-Peak summer and winter time-of-use periods.

The motion carried by verbal roll call vote with Director Scozzola absent.

Item 1a Draft Minutes: April 12, 2023 Board of Directors Meeting

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Board Member Announcements and Future Agenda Items
Director Meadows announced the City of Los Altos adopted reach codes as recommended by The City of Los Altos’ Environmental Commission after being sent to the California Energy Commission.

Director Abe-Koga announced the Bay Area Air Quality Management District Board adopted amendments to Rule 9-4 and 9-6 at their March meeting that will ban the replacement of gas appliances starting in 2027. Director Abe-Koga noted the district would be conducting a study to be completed two years prior to the start of the ban.

Director Chua announced the City of Milpitas will be celebrating Earth Day Saturday, April 22, 2023, from 10am to noon.

Public Comment on Closed Session
No speakers.

The Board of Directors convened to Closed Session at 8:37 p.m.

Closed Session
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case) The Board of Directors reconvened from Closed Session at 9:06 p.m.

Report from Closed Session
Chair Tyson announced there was nothing to report.

Adjourn
Chair Tyson adjourned the meeting at 9:06 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: April 12, 2023 Board of Directors Meeting 1 TREASURER REPORT
Fiscal Year to Date
As of March 31, 2023
(Preliminary & Unaudited)
Issue Date: May 10, 2023
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 Treasurer Report, March 2023
©

SILICONVALLEY

CLEAN ENERGY
2 Financial Highlights for the month of March 2023:
> SVCE operations resulted in a change in net position of $13.7 million for the month of March and $56.2 million for fiscal-year-to-date (FYTD). > Retail GWh sales for the month landed 8% above budget. > FYTD operating margin of $65.3 million or 28% is above amended budget expectations of 16% operating margin for the fiscal year to date. > FYTD Power Supply costs are -12% below mid-year budget. > SVCE is investing ~92.1% of available funds generating FYTD interest/divident income of $2.2 million.

Change in Net Position Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Actual 10,608 10,380 2,026 6,211 13,295 13,720 - - - - - - 56,240 73,365 Power Supply Costs Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Energy & REC's 18,322 15,903 13,022 10,566 9,996 9,989 77,798 Wholesale Sales (976) (300) (436) - - - (1,711)
Capacity 4,101 4,063 4,228 2,207 2,360 2,362 19,321
CAISO Charges (538) 3,364 10,935 2,124 9,626 (2,529) 22,981 NEM Expense 204 (150) (438) (510) (136) 24 (1,006)
Charge/Credit (IST/Net Rev) 2,104 (1,060) 8,054 21,448 4,167 15,430 50,143 Net Power Costs 23,218 21,819 35,365 35,834 26,012 25,276 - - - - - - 167,526 392,436 Other Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Capital Expenditures 34 - 4 - 17 2 57 200
Energy Programs 73 182 898 156 158 272 1,738 15,007
Load Statistics - GWh Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Total Amended
Budget
Retail Sales Actual 299 296 341 341 311 334 1,922
Retail Sales Budget 315 308 331 336 295 309 290 313 340 358 369 342 3,907 3,907 * 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 Treasurer Report, March 2023
3 Working Capital $274,971,469
Current Ratio 8.6
Operating Margin 27.8%
Expense Coverage Days 206
Long-Term Debt $0
Total Accounts 278,106
Opt-Out Accounts (Month) 69
Opt-Out Accounts (FYTD) 567
Opt-Up Accounts (Month) 24
Opt-Up Accounts (FYTD) (9)
Other Statistics and Ratios
Item 1b Treasurer Report, March 2023
Millions
Millions

YTD EXPENSES
Retail Sales - Month Retail Sales -YTD
Controllable O&M - Month Controllable 0&M- YTD
4 Current Assets
Cash & Cash Equivalents $ 223,410,046
Accounts Receivable, net of allowance 40,082,762
Accrued Revenue 24,651,932
Other Receivables 403,605
Prepaid Expenses 1,503,233
Deposits 20,870,783
Restricted cash 162,726
Total Current Assets 311,085,087
Noncurrent assets
Capital assets, net of depreciation 352,244
Lease asset, net of amortization 1,083,375
Deposits 45,130
Total Noncurrent Assets 1,480,749
Total Assets 312,565,836
Current Liabilities
Accounts Payable 977,107
Accrued Cost of Electricity 24,207,653
Other accrued liabilities 1,318,524
User Taxes and Energy Surcharges due to other gov'ts 1,552,025 Supplier securit deposits 7,400,000
Lease liability 495,583
Total Current Liabilities 35,950,892
Noncurrent Liabilities
Supplier security deposits 7,031,250
Lease liability 660,243
Total noncurrent liabilities 7,691,493
Total Liabilities 43,642,385
Net investment in capital assets 279,793
Restricted for security collateral 162,726
Unrestricted (deficit) 268,480,932
Total Net Position $ 268,923,451

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of March 31, 2023
ASSETS

LIABILITIES
Item 1b Treasurer Report, March 2023
5 OPERATING REVENUES
Electricity Sales, Net $231,352,985
GreenPrime electricity premium 736,850
Other income 28,156
TOTAL OPERATING REVENUES 232,117,991

OPERATING EXPENSES
Cost of Electricity 167,525,476
Contract services 4,917,319
Staff compensation and benefits 4,375,363
Other operating expenses 1,674,249
Depreciation 303,659
TOTAL OPERATING EXPENSES 178,796,066
OPERATING INCOME(LOSS) 53,321,925

NONOPERATING REVENUES (EXPENSES)
Grant income 716,553
Interest Income 2,216,734
Financing costs (15,283)
TOTAL NONOPERATING REVENUES (EXPENSES) 2,918,004
CHANGE IN NET POSITION 56,239,929
Net Position at beginning of period 212,683,522
Net Position at end of period $268,923,451

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2022 through March 31, 2023

AND CHANGES IN NET POSITION
Item 1b Treasurer Report, March 2023
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $252,418,785
Other operating receipts 16,819,496
Payments to suppliers for electricity (200,686,116)
Payments for other goods and services (7,403,504)
Payments for staff compensation and benefits (4,185,449) Tax and surcharge payments to other governments (4,100,343) Net cash provided (used) by operating activities 52,862,869

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Grant revenue received 716,553
Finance costs paid (1,750)
Net cash provided (used) by financing activities 714,803

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition of capital assets (57,407)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 2,216,734
Net change in cash and cash equivalents 55,736,999
Cash and cash equivalents at beginning of year 167,835,773 Cash and cash equivalents at end of period $223,572,772 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $223,410,046
Restricted cash 162,726
Cash and cash equivalents $223,572,772

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2022 through March 31, 2023
Item 1b Treasurer Report, March 2023
7 Operating Income (loss) $ 53,321,925
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 303,659
(Increase) decrease in net accounts receivable 15,580,460 (Increase) decrease in other receivables (321,891)
(Increase) decrease in accrued revenue 856,766
(Increase) decrease in prepaid expenses (525,305)
(Increase) decrease in current deposits (305,462)
Increase (decrease) in accounts payable (30,701)
Increase (decrease) in accrued cost of electricity (15,927,739) Increase (decrease) in accrued liabilities (27,401)
Increase (decrease) in energy settlements payable 4,080,530 Increase (decrease) in taxes and surcharges due to other governments (141,972) Increase (decrease) in supplier security deposits (4,000,000) Net cash provided (used) by operating activities $ 52,862,869

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, 2022 through March 31, 2023
Item 1b Treasurer Report, March 2023
8 FYTD FYTD FY 2022-23 FY 2022-23 `
OPERATING REVENUES Actual Amended Budget $ % Amended Budget Remaining Budget Energy Sales $232,069,538 $227,773,900 $4,295,638 2% $522,853,000 $290,783,462 Green Prime Premium 736,850 600,102 136,748 23% 1,055,000 318,150 Other Income 28,156 25,000 3,156 13% 50,000 21,844
TOTAL OPERATING REVENUES 232,834,544 228,399,002 4,435,542 2% 523,958,000 291,123,456

ENERGY EXPENSES
Power Supply 167,525,476 191,317,342 (23,791,866) -12% 392,436,000 224,910,524 Operating Margin 65,309,068 37,081,660 28,227,408 76% 131,522,000 66,212,932

OPERATING EXPENSES
Data Management 1,595,021 1,706,250 (111,229) -7% 3,413,000 1,817,979 PG&E Fees 588,871 735,000 (146,129) -20% 1,470,000 881,129 Salaries & Benefits 4,375,363 5,642,440 (1,267,077) -22% 11,285,000 6,909,637 Professional Services 1,552,762 4,052,663 (2,499,901) -62% 8,016,000 6,463,238 Marketing & Promotions 294,644 435,559 (140,915) -32% 862,000 567,356 Notifications 49,468 65,625 (16,157) -25% 131,000 81,532 Lease 258,207 262,500 (4,293) -2% 525,000 266,793
General & Administrative 766,529 928,568 (162,039) -17% 1,857,000 1,090,471 TOTAL OPERATING EXPENSES 9,480,865 13,828,605 (4,347,740) -31% 27,559,000 18,078,135 OPERATING INCOME/(LOSS) 55,828,203 23,253,055 32,575,148 140% 103,963,000 48,134,797

NON-OPERATING REVENUES
Investment Income 2,216,734 1,490,158 726,576 49% 3,870,000 1,653,266 TOTAL NON-OPERATING REVENUES 2,216,734 1,490,158 726,576 49% 3,870,000 1,653,266

NON-OPERATING EXPENSES
Financing 1,750 1,500 250 17% 3,000 1,250

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 57,407 100,000 (42,593) -43% 200,000 142,593 Transfer to Programs Fund 9,765,000 9,765,000 - 0% 9,765,000 - Nuclear Allocation 1,900,000 1,900,000 - 0% 1,900,000 - Multi Family Discount Programs 9,500,000 9,500,000 - 0% 9,500,000 - Electrification Discount Programs 9,500,000 9,500,000 - 0% 9,500,000 - Transfer to CRCR Fund 3,600,000 3,600,000 - 0% 3,600,000 - TOTAL OTHER USES 34,322,407 34,365,000 (42,593) 0% 34,465,000 142,593

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $23,720,780 -$9,623,287 $33,344,067 -346% $73,365,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through March 31, 2023
Item 1b Treasurer Report, March 2023
9 ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfers in - General Programs $ 9,765,000 $ 9,765,000 $ - 100.0% Transfers in - Nuclear Allocation $ 1,900,000 $ 1,900,000 $ - 100.0% Transfers in - Multi-Family DI $ 9,500,000 $ 9,500,000 $ - 100.0% Total $ 21,165,000 $ 21,165,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures 15,007,082 868,442 14,138,640 5.8% Net increase (decrease) in fund balance $ 6,157,918 $20,296,558 Fund balance at beginning of period 28,536,229
Fund balance at end of period $48,832,787

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund $ 3,600,000 $ 3,600,000 $ - 100.0% EXPENDITURES & OTHER USES:

Customer bill relief credit 3,600,000 - 3,600,000 0.0%
Other program expenditures 3,119,875 869,474 2,250,401 27.9% Total Program expenditures 6,719,875 869,474 5,850,401
Net increase (decrease) in fund balance $ (3,119,875) 2,730,526 Fund balance at beginning of period 7,982,993
Fund balance at end of period $10,713,519

ADOPTED ACTUAL/
Amended BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfer from Operating Fund * $ 9,500,000.00 $ 9,500,000.00 $ - 100.0% EXPENDITURES & OTHER USES:

Program expenditures * 100,000 - 100,000 0.0%
Net increase (decrease) in fund balance $ 9,400,000 9,500,000 Fund balance at beginning of period -
Fund balance at end of period $9,500,000

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through March 31, 2023

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through March 31, 2023

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through March 31, 2023
Item 1b Treasurer Report, March 2023
10 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 23,720,780
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (303,659)
Subract program expense not in operating budget (1,737,916) Add back GASB 87 expenses not in operating budget 238,317 Add back transfer to Program fund 34,265,000
Add back capital asset acquisition 57,407
Change in Net Position 56,239,929

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2022 through March 31, 2023

OPERATING FUND
Item 1b Treasurer Report, March 2023
11 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net $ 35,283,024 $ 33,596,659 $ 39,756,116 $ 42,320,931 $ 40,149,296 $ 40,246,959 $231,352,985 Green electricity premium 133,572 123,147 130,539 120,693 101,229 127,670 736,850 Other Income 2,250 15,255 - 2,250 5,651 2,750 28,156
Total operating revenues 35,418,846 33,735,061 39,886,655 42,443,874 40,256,176 40,377,379 - - - - - - 232,117,991

OPERATING EXPENSES
Cost of electricity 23,218,378 21,819,493 35,364,953 35,834,118 26,012,142 25,276,392 167,525,476 Staff compensation and benefits 656,536 673,219 792,543 742,292 723,137 787,636 4,375,363 Data manager 265,853 265,687 265,535 265,615 266,006 266,325 1,595,021 Service fees - PG&E 98,200 98,021 98,152 98,182 98,159 98,157 588,871 Consultants and other professional fees 410,507 374,917 575,873 298,921 372,763 700,446 2,733,427 Other operating expenses 200,337 182,040 881,981 206,710 (17,169) 220,350 1,674,249 Depreciation 50,510 50,510 50,449 50,397 50,866 50,927 303,659 Total operating expenses 24,900,321 23,463,887 38,029,486 37,496,235 27,505,904 27,400,233 - - - - - - 178,796,066 Operating income (loss) 10,518,525 10,271,174 1,857,169 4,947,639 12,750,272 12,977,146 - - - - - - 53,321,925

NONOPERATING REVENUES (EXPENSES)
Grant income - - - 716,553 - - - - - - - - 716,553
Interest income 91,459 111,370 172,923 549,063 546,985 744,934 - - - - - - 2,216,734 Financing costs (2,428) (2,359) (4,010) (2,251) (2,152) (2,083) - - - - - - (15,283) Total nonoperating revenues (expenses) 89,031 109,011 168,913 1,263,365 544,833 742,851 - - - - - - 2,918,004 CHANGE IN NET POSITION $ 10,607,556 $ 10,380,185 $ 2,026,082 $ 6,211,004 $ 13,295,105 $ 13,719,997 $ - $ - $ - $ - $ - $ - $ 56,239,929

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2022 through March 31, 2023
Item 1b Treasurer Report, March 2023
12 YTD
Return on Investments Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Total $91,459 $111,370 $172,923 $549,063 $546,985 $744,934 $0 $0 $0 $0 $0 $0 $2,216,734 Portfolio Invested
Average daily portfolio available to invest* 172,316,490 194,339,856 206,387,935 204,912,664 186,285,344 199,970,241 Average daily portfolio invested 159,489,912 182,240,450 193,643,770 187,505,697 173,917,058 184,112,597 % of average daily portfolio invested 92.6% 93.8% 93.8% 91.5% 93.4% 92.1% Detail of Portfolio
Annualized
Yield
Carrying
Value
Interest
Earned
Money Market - River City Bank 1.26% $724 $724
ICS Account** 2.56% $1,035,109 $12,161
CAMP Account*** 4.80% $177,721,225 $724,233
* Note: Balance available to invest does not include lockbox funds. ** IntraFi Cash Service Account (ICS) - River City Bank *** California Asset Management Program (CAMP)
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2022 through March 31, 2023
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Item 1b Treasurer Report, March 2023
13 CUSTOMER ACCOUNTS
Item 1b Treasurer Report, March 2023

RESIDENTIAL ACCOUNTS
^Actual —Budget*

NON-RESIDENTIAL ACCOUNTS
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 77.4% 76.1% 80.5% 82.3% 81.3% 82.0%
31 to 60 days 7.6% 7.9% 5.1% 4.8% 5.3% 6.1%
61 to 90 days 4.6% 4.8% 4.0% 2.7% 3.2% 2.3%
91 to 120 days 3.4% 2.9% 2.3% 2.5% 2.1% 1.6%
Over 120 days 7.0% 8.3% 8.1% 7.8% 8.2% 8.1%

TOTAL DUE
Bad Debt % (Budget)
1%
Accounts Receivable Days
30 Days
$43,055,202
Item 1b Treasurer Report, March 2023

Page 1 of 3 ends

Staff Report – Item 1c
Item 1c: Authorize the Chief Executive Officer to Approve the Agreement with Strategic Energy Innovations to Host Three Climate Corps Fellows for the 2023-2024 Fellowship Cycle
From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services and Community Relations Date: 5/10/2023

RECOMMENDATION
Authorize the CEO to execute the Service Agreement, any nonfinancial amendments, and other related documents for Climate Corps fellow hosting services with the nonprofit Strategic Energy Innovations, not-to-exceed $216,000 through June 30, 2024.

BACKGROUND
SVCE was introduced to Strategic Energy Innovations (SEI) and the Climate Corps fellowship program in 2017 through the City of Cupertino’s Office of Sustainability, who had a fellow focused on outreach projects for SVCE’s startup phase. Since 2017, SVCE has hosted Climate Corps fellows on the Energy Services and Community Relations team primarily focused on outreach and educational initiatives. During the 2022-2023 Climate Corps fellowship cycle, SVCE is hosting two fellows, one focused on outreach, and another working with the Decarbonization Programs and Policy team on the fleet electrification program.

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

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

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

Past and current fellow projects include the Bike to the Future high school scholarship competition focused on clean transportation innovation, managing the annual SVCE Education Fund, creating and running the EmPowerSV youth short-film competition, and additional support for outreach initiatives and programs.

Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1c Agenda Date: 5/10/2023

Page 2 of 3 ends

The added benefit of working with a defined fellowship program is that much of the recruitment effort and liability for the fellows is managed by SEI, and fellows receive professional development opportunities. The scope of work for SEI includes:
- Recruitment assistance
- Ongoing training and support of selected fellows
- Development of metrics for fellows to measure and track progress - Monthly follow-ups to review progress
- Receipt of a Climate Protection Professional Career Certificate with Skyline College at conclusion of fellowship The 2023-2024 fellowship cycle starts in September 2023 and runs until June 2024. With the proposed agreement, SVCE plans to host three fellows, one under the Energy Services and Community Relations team, one under the Decarbonization Programs and Policy team, and another under the Power, Policy, Planning, Procurement, Regulatory and Operations (4PRO) team.

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

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

The 4PRO Fellow will be supervised by Senior Manager of Power Resources, Charles Grinstead. The fellow’s primary role will be to research emissions of the CAISO grid, including local area, technology specific, and resource specific emissions. Other duties may include reviewing and analyzing regulatory policies related to emissions reporting.

Past fellows have gone on to receive full-time employment and job growth opportunities with SVCE, other CCAs or other energy and climate-related industries. It’s proven to be an effective channel for professional development in a growing field.

STRATEGIC PLAN
Hiring three climate corps fellows will help achieve the following goals from the October 2022 Board-adopted Strategic Plan.
- Goal 3: Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives.
- Goal 6: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices
- Goal 7: Support communication and engagement with public, private, and non-profit stakeholders to leverage our decarbonization efforts.
- Goal 15: Build and maintain a high-performing team to be an employer of choice The 4PRO fellow will work to support Goal 3 by researching emissions impact on portfolio compliance reporting. With the Outreach Fellow’s role to conduct and assist with youth engagement, the DIY Energy Savings Toolkit program and outreach initiatives, the fellow will support the team in continuing to reach the metrics set in Goal 6. The Fleet Electrification Fellow will also work in supporting Goal 7 through engaging with public and private fleet managers and representatives to support the fleet electrification efforts identified in the Electric Vehicle Infrastructure Joint Action Plan. By utilizing SEI’s support in recruitment and hiring, SVCE can act on Goal 15 with reduced staff time.

Item 1c
Agenda Item: 1c Agenda Date: 5/10/2023

Page 3 of 3 ends

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

FISCAL IMPACT
The fiscal impact of this agreement would be $216,000, which will be included in the 2023-2024 FY budget, should it be approved by the SVCE board. The current 2022-2023 FY budget does account for temporary staff, inclusive of the annual Climate Corps fellowship.

ATTACHMENTS

1. SEI Climate Corps Fellowship Agreement

2. Outreach Fellow Job Description

3. Fleet Electrification Fellow Job Description

4. 4PRO Fellow Job Description
Item 1c
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

STRATEGIC ENERGY INNOVATIONS
FOR

CLIMATE CORPS FELLOW HOSTING SERVICES
THIS AGREEMENT, is entered into this 1st day of September 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority" or “Partner”), and STRATEGIC ENERGY INNOVATIONS, a nonprofit organization whose address is 899 Northgate Dr #401, San Rafael, CA 94903 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

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

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

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

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on September 1, 2023, and shall terminate on June 30, 2024, 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 and sixteen thousand dollars and no/100 ($216,000,.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

Item 1c
Attachment 1
1/2023 Version

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 employment because of race, color, religious creed, sex, gender, gender identity, gender Item 1c
Attachment 1
1/2023 Version
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.

Item 1c
Attachment 1
1/2023 Version

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

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

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

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

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

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

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

Item 1c
Attachment 1
1/2023 Version

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 requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors Item 1c
Attachment 1
1/2023 Version
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

16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in Item 1c
Attachment 1
1/2023 Version
all matters pertaining to the services to be performed under this Agreement. Nathan McKenzie (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

17. INFORMATION AND DOCUMENTS
A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by Authority. Authority shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the Authority Representative or unless requested in writing by the Authority’s General Counsel, 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. It is understood that Authority is subject to the California Public Records Act (Gov.

Code § 7920.000 et seq.). If a request under the California Public Records Act is made to view any documents Consultant provided to Authority, Authority shall notify Consultant of the request and the date that such records will be released to the requester unless Consultant obtains a court order enjoining that disclosure. If Consultant fails to obtain a court order enjoining that disclosure, Authority will release the requested information on the date specified.

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

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:

Nathan McKenzie
Strategic Energy Innovations
899 Northgate Drive, Suite 410
San Rafael, CA 9403

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

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.

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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 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 Item 1c
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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
_______________________________________________________ Adam Selvin, Director of Energy Services and Community Relations

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

CONSULTANT NAME

STRAREGIC ENERGY INNOVATIONS
By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
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APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Through Climate Corps, SEI agrees to:
• Recruit and assist in selection of three Fellows for a commitment of 1,756 total hours over a period of 10 months for each Fellow.
o 1,464 hours of on-site service with Partner (“on-site hours”) o 132 hours of training led by SEI (“training hours”)
o 160 hours personal time off (“PTO hours”)
• Train and support the selected Fellows with a comprehensive training program that includes a training manual, a multi-day orientation led by an array of experts, monthly trainings, a mid-year two-day retreat, and two Professional Development Assessment reviews.
• Work with the Partner to develop a specific Fellowship Scope for specific Partner initiatives that aligns with Climate Corps goals and defines the Training Plan for the Fellows.
• Provide assistance in defining and developing metrics forthe Fellow to measure and track the progress of project activities throughout their Fellowship. • Provide monthly follow-ups to review progress with Site Supervisor andFellows. • Define and implement any corrections to Fellows’ plan determined to be necessary based on feedback collected from Fellows and Partner.

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

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• Provide program-wide support through either:
o Sponsoring a venue and staff presentations for a monthly training event for all Fellows; or
o Participating in a program sponsored training session or professional development event.
o Being receptive to informational interview requests from 1 or more current Fellow Program Plan
Fellow service information
[A] Number of Fellows 3
Service Term Full Cycle: September 1, 2023 to June 30, 2024 Standard Hours
Full Cycle: 1,764 total hours, allocated as follows:
● 1,464 hours of on-site service with Partner (“on-site hours”)
● 140 hours of training led by SEI (“training hours”)
● 160 hours of vacation, holiday and sick time (VHS)
Position fee
[B] Amount $49,000 per non-profit Fellow
Additional funding
[C] Amount $20,000
Use of additional funds [Living Stipend: Additional funds will go towards enhancing Fellow’s Living Stipend. Funds will be paid out to Fellow twice a month as part of the Fellow’s regular stipend checks.] [End-of-Program Award: Additional funds will go towards enhancing Fellow’s end of program award.]
[Expense reimbursements: Additional funds will be held by SEI in a reimbursement account for Program-related costs such as commuting, trainings, and other benefits. For Fellow to be reimbursed, Fellow must submit a Partner-approved Climate Corps Expense Report and to SEI. SEI will disburse the funds to Fellow within 30 days after receiving the request and following Partner approval. If, at the end of the Service Term, any funds remain in the account, SEI will transfer the remaining funds to Partner.]
[D] Administration fee Partner will pay to SEI a fee equal to 15% of the amount of additional funds.

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Timing [Additional funds to be held in a reimbursement account are due at the same time as the first installment of the Program fee.] [Partner will pay additional funds and the administration fee promptly following receipt of an invoice from SEI.]
Total fee
Amount $ 216,000
Timing Partner will pay the fee in two installments:
● $108,000 due October 15, 2023
● $108,000 due February 15, 2024
Partner contact information
Contact person and title Pamela Leonard
Email address [email protected]
Phone number (408) 549-2671
Mailing address 333 W. El Camino Real, Ste. 330
Sunnyvale, CA 94087
Billing contact information
(if different from above)
P.O. Number (if applicable)
SEI contact information
Contact person and title Nathan McKenzie, Program Director Email address [email protected]
Phone number 415-507-1432
Mailing address 899 Northgate Drive, Suite 410
San Rafael, CA 94903
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Additional
Terms
Program Initiation
Recruitment and Selection
SEI will recruit, screen, and select a Fellow to serve at Partner during the service term set out in the Program Plan (“Service Term”). Partner will assist in the recruitment and selection of Fellow, including, without limitation, developing a job description specific to Partner’s activities and needs, conducting interviews, and participating in the final selection. If Partner ultimately fails to select a Fellow, Partner will pay to SEI a $2,500 fee for the recruiting effort promptly following receipt of an invoice from SEI.

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

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

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

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

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

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

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

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

Fellow Responsibilities, Scheduling, and Supervision
Fellow Responsibilities
Partner may assign specific responsibilities to Fellow so long as they are consistent with the Fellowship Scope.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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. Fellow Interview and Recruitment May 2023 August 2023

2. Fellowship Cycle September 2023 June 2024
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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 and sixteen thousand dollars and no/100 ($216,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Estimated Budget

1. Fellow Position Fee – Fellow 1 $ 49,000

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

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

4. Fellow Position Fee – Fellow 2 $49,000

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

6. SEI Administrative Costs – Fellow 2 $3,000

7. Fellow Position Fee – Fellow 3 $49,000

8. Fellow Living Stipend – Fellow 3 $20,000

9. SEI Administrative Costs – Fellow 3 $3,000
Total $216,000
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:

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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Climate Corps Description – Community Outreach Fellow
Do you want to be a part of an organization that is fighting climate change, accelerating electric innovation and reinvesting locally? Silicon Valley Clean Energy (SVCE) is the community choice electricity provider for 13 communities in Santa Clara County. By providing renewable and carbon-free electricity, SVCE has reduced local, energy-related emissions by 29% from the 2015 baseline and is continuing to reduce emissions through innovative community programs focused on building and transportation electrification.

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

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

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

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

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

The following skills are also highly desired:
• Exceptional writing skills
• Detail-oriented and organized
• Understanding and passion for the traditional and social media landscape • Strong interviewing, public speaking and presentation skills • Working with youth
• Graphic or web design and editing skills
• Ability to work with a team, as well as independently motivated • Passion to help build our brand while building your career • Knowledge of Santa Clara County and its communities
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• Bilingual Spanish or Chinese languages is strongly desired • Applicants must be able to perform the essential job functions with or without a reasonable accommodation
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Climate Corps Description – Fleet Electrification and Climate Action Fellow Do you want to be a part of an organization that is fighting climate change, accelerating electric innovation and reinvesting locally? Silicon Valley Clean Energy (SVCE) is the community choice electricity provider for 13 communities in Santa Clara County. By providing renewable and carbon-free electricity, SVCE has reduced local, energy-related emissions by 29% from the 2015 baseline and is continuing to reduce emissions through innovative community programs focused on building and transportation electrification.

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

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

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

As fleet electrification work frequently ebbs and flows as fleet owners engage, the fellow’s secondary role will be to conduct research and analyze a variety of issues relating to climate action of interest to SVCE and SVCE member agencies. This may include technological research, policy comparisons, activity reporting, administrative reporting, and communication material development. Most of this work will center on the broad topic of building electrification as SVCE is deeply involved in this issue.

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

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

The following skills are also highly desired:
• Basic understanding of principles of transportation and building decarbonization • Excel and PowerPoint experience
• Exceptional research skills
• Ability to run cost-benefit analysis, Net Present Value calculations, and risk analyses • Develop other qualitative and quantitative metrics to compare and prioritize opportunities
• Knowledge of California regulatory and legislative bodies and processes governing energy, transportation, and climate change
• Educational focus of finance, economics, public policy, business administration or related field
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Attachment 3
2 Climate Corps Description – Power, Policy, Planning, Procurement, Regulatory and Operations Fellow
Do you want to be a part of an organization that is fighting climate change, accelerating electric innovation and reinvesting locally? Silicon Valley Clean Energy (SVCE) is the community choice electricity provider for 13 communities in Santa Clara County. By providing renewable and carbon-free electricity, SVCE has reduced local, energy-related emissions by 29% from the 2015 baseline and is continuing to reduce emissions through innovative community programs focused on building and transportation electrification.

Under staff direction, the fellow’s primary role will be to research emissions of the CAISO grid, including local area, technology specific, and resource specific emissions. The successful candidate will be responsible for researching the impacts of these emissions in an agency’s portfolio for the purposes of present and future compliance reporting such as the Power Content Label and CPUC GHG emissions.

The fellow will also learn the process of contract negotiations, portfolio modeling and reporting, and position management. The fellow will be responsible for completing ad-hoc assignments from the Power Supply team as requested and must be able to manage multiple priorities and deadlines in a fast-paced environment.

Essential Duties
The successful fellow will:
• Assess the existing SOX and NOX emissions of the CAISO grid historically • Research specific resources historical and expected emissions, and its impact on portfolio compliance reporting
• Explore existing public data on emissions from other community choice energy agencies and independently owned utilities
• Review and analyze regulatory policies related to emissions reporting • Provide regular updates and reports to management on progress and findings related to research projects
Qualifications
Qualified candidates should be a recent graduate from an academic institution with a degree that will provide the specific skills and knowledge that will contribute to available work assignments. Candidates are expected to possess excellent communication and interpersonal skills, with an ability to work independently and collaboratively in a team environment.

The following skills are also highly desired:
• Exceptional research skills
• Strong ability to report findings to management in succinct, data-driven presentations
• Basic understanding of principles of California Wholesale Power Markets Experience using data analytics tools, such as Microsoft Excel, PowerBI, Python; Related technologies, are desired, but not required.
• Knowledge of California regulatory and legislative bodies and processes governing energy procurement, emissions, and climate change
Item 1c
Attachment 4
1 • Educational focus of finance, economics, public policy, business administration or related field
Item 1c
Attachment 4
2

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Staff Report – Item 1d
Item 1d: Adopt Resolution Approving Amendment to Operating Rules and Regulations to Expand Executive Committee Membership to Up to Six Members From: Girish Balachandran, CEO
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 5/10/2023

RECOMMENDATION
Staff recommends the SVCE Board of Directors adopt Resolution 2023-08 approving the amendment to SVCE’s Operating Rules and Regulations (ORR) to expand Executive Committee membership to up to six Board members. The amendment was proposed at the April 12, 2023 Board of Directors Meeting; a notification was emailed to all Directors and Alternate Directors on April 28, 2023 per the ORR amendment process (Article VI).

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee met March 24, 2023 and voted in favor of recommending the Board approve the proposed amendment to the ORR to expand membership of the Executive Committee to up to six Board members.

BACKGROUND
SVCE’s ORR were first adopted in June 2016 as the Authority was in its infancy with the intent that they can be expanded as the board further addressed its operations and policies.

The ORR have been previously amended to include/revise:
- Regular meeting location;
- Authorization for the Chair of the Board to designate an alternative meeting place within the jurisdiction of the authority after consultation with the Chief Executive Officer on available meeting locations in the event that the Cupertino Community Hall is not available for a regular or adjourned regular meeting; - Changing the Date of the Annual Meeting and the Appointment of Officers and Committee Members and Conforming the Provisions Regarding the Holding of Regular Meetings to Board Resolution Nos. 2016-14 and 2017-11;
- Defining unexcused absences from board meetings;
- Including reference to SVCE’s Code of Ethics Policy;
- Clarification of general Committee Membership;
- Clarification of Executive Committee appointments in January of each year; and - Addition of Chair and Vice Chair Vacancy language.

The ORR was last amended in January 2021.

ANALYSIS & DISCUSSION
The existing ORR states the Executive Committee consists of five Board members (Article 4, Section 2). Staff would like to change this to identify that up to six Board members can make up the Executive Committee.

Changing this language allows flexibility in the event the Board would like to elect six members instead of the Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 5/10/2023

Page 2 of 2 ends

current five, and an opportunity for other board members to express interest in membership with an additional seat. SVCE’s other Brown Act committees (Finance and Administration Committee, Audit Committee) allow up to six members to participate.

Below is the proposed language change:

Article 4, Section 2
Executive Committee. There shall be an Executive Committee consisting of up to six Board members. The duties of the Executive Committee shall be to review and provide advice to the Chief Executive Officer and the entire Board on policy, operational and organizational matters and perform such other responsibilities, tasks or activities as delegated to it by the Board.

ALTERNATIVE
Staff is open to suggestions from the Board of Directors.

FISCAL IMPACT
No fiscal impact as a result of reviewing the proposed ORR amendment.

ATTACHMENT

1. Resolution 2023-08 Amending the Operating Rules and Regulations

2. SVCE Operating Rules and Regulations Amendments Draft (redline) Item 1d
RESOLUTION NO. 2023-08

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN

ENERGY AUTHORITY AMENDING THE OPERATING RULES AND REGULATIONS

TO EXPAND EXECUTIVE COMMITTEE MEMBERSHIP TO UP TO SIX BOARD

MEMBERS
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, Section 2.5.11 of the Joint Powers Agreement provides for adoption by the Board of Directors of Operating Rules and Regulations; and WHEREAS, the Board of Directors adopted Resolution No. 2016-04 on June 8, 2016 approving the initial Operating Rules and Regulations for the Authority; and WHEREAS, the Operating Rules and Regulations currently provide that there shall be an Executive Committee consisting of five Board members; and WHEREAS, the Board of Directors wish to amend the Operating Rules and Regulations to expand Executive Committee membership to up to six Board members.

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SILICON VALLEY

CLEAN ENERGY AUTHORITY DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:

Section 2 of Article IV of the Operating Rules and Regulations is hereby amended to read:

Section 2. Executive Committee. There shall be an Executive Committee consisting of up to six Board members. The duties of the Executive Committee shall be to review and provide advice to the Chief Executive Officer and the entire Board on policy, operational and organizational matters and perform such other responsibilities, tasks or activities as delegated to it by the Board.

ADOPTED AND APPROVED this 10th day of May, 2023, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
Item 1d
Attachment 1
-2-
City of Monte Sereno Director Mekechuk
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:

Clerk
Item 1d
Attachment 1
Resolution 2023-08
1 12660-0002\1961754v2.doc
Amended: 1/13/21
Proposed Amendment: 5/10/23

SILICON VALLEY CLEAN ENERGY AUTHORITY

OPERATING RULES AND REGULATIONS

ARTICLE I

FORMATION
The Silicon Valley Clean Energy Authority (the “Authority”) was established on March 31, 2016 pursuant to the execution of the Silicon Valley Clean Energy Authority Joint Powers Agreement (the “Agreement”) by the County of Santa Clara, the Cities of Campbell, Cupertino, Gilroy, Los Altos, Monte Sereno, Morgan Hill, Mountain View, Saratoga and Sunnyvale and the Towns of Los Altos Hills and Los Gatos. The members of the Authority are referred to as Party or Parties in these Operating Rules and Regulations. As defined by the Agreement, these Operating Rules and Regulations consist of rules, regulations, policies, bylaws and procedures governing the operation of the Authority.

ARTICLE II

PURPOSES
The Authority is formed to study, promote, develop, conduct, operate, and manage energy and energy-related climate change programs, and to exercise all other powers necessary and incidental to accomplishing this purpose. These programs include but are not limited to the establishment of a Community Choice Aggregation Program known as Silicon Valley Clean Energy in accordance with the terms of the Agreement.

ARTICLE III

BOARD OF DIRECTORS
Section 1. Appointment of Chair and Vice-Chair. The Board shall appoint from among themselves by majority vote a Chair and Vice-Chair. The Chair and Vice-Chair shall be appointed for one-year terms expiring at the annual meeting held in January of each year. As provided by the Agreement, there are no limits on the number of terms that a Board member may serve as Chair or Vice-Chair.

Section 2. Appointment of Secretary and Treasurer. The Secretary and Treasurer shall be appointed by the Board for one-year terms expiring at the annual meeting held in January of each year.

Section 3. Extension of Term of Office. If for any reason, the appointment of a Board officer is not made in January of any year, such officer shall continue to serve in his or her position until an appointment is made at a meeting of the Board.

Section 4. Removal of Officers. An officer of the board shall be subject to removal as an officer of the board at any time for any reason by a majority vote of the entire Board.

Item 1d
Attachment 2
2 12660-0002\1961754v2.doc
Amended: 1/13/21
Proposed Amendment: 5/10/23
Section 5. Removal of Board Members for Cause. A Director may be removed by the Board for cause. Cause shall be defined for the purposes of this section as follows:
a. Unexcused absences from three consecutive Board meetings. Board members shall make every effort to notify the Chair and/or Board Clerk no later than 24 hours prior to any regular meeting of his/her absence. The failure to give such notice shall be deemed an unexcused absence unless the failure to give timely notice was due to emergency circumstances.
b. Unauthorized disclosure of confidential information or documents from a closed session or the unauthorized disclosure of information or documents provided to the Director on a confidential basis and whose public disclosure may be harmful to the interests of the Authority.
c. Failure to comply with SVCE’s Code of Ethics Policy.

Written notice shall be provided to the Director proposed for removal and the governing body that appointed such Director at least thirty days prior to the meeting at which the proposed removal will be considered by the Board. The notice shall state the grounds for removal, a brief summary of the supporting facts, and the date of the scheduled hearing on the removal. The Director proposed for removal shall be given an opportunity to be heard at the removal hearing and to submit any supporting oral or written evidence. A Director shall not be removed for cause from the Board unless two-thirds of all Directors on the Board (excluding the Director subject to removal) vote in favor of the removal.

ARTICLE IV

COMMITTEES
Section 1. Establishment of Committees. The Executive Committee and all other Committees of the Board shall be selected as provided by Sections 4.6 and 4.7 of the Agreement. Each duly established Committee may establish any Standing or Ad Hoc Committees determined to be appropriate or necessary. The duties and authority of all Committees shall be subject to the approval and direction of the Board. The term of office for each Committee established by the Board shall be one year. The Executive Committee members shall be appointed at the annual meeting in January with all other Committee members appointed in February. There are no limits on the number of terms that a Director may serve on a Committee. If for any reason, the appointment of Committee members is not made at either the January or February meeting of the Board in any year as provided above, such Committee members shall continue to serve in their positions until an appointment is made at a meeting of the Board. An alternate Director may not attend a Committee meeting on behalf of an absent regular Director. Except for the Executive Committee, alternate Directors may be appointed by the Board to Committees. However, for each Committee, not more than one Committee member shall represent a particular member agency.

Item 1d
Attachment 2
3 12660-0002\1961754v2.doc
Amended: 1/13/21
Proposed Amendment: 5/10/23
Section 2. Executive Committee. There shall be an Executive Committee consisting of five up to six Board members. The duties of the Executive Committee shall be to review and provide advice to the Chief Executive Officer and the entire Board on policy, operational and organizational matters and perform such other responsibilities, tasks or activities as delegated to it by the Board.

ARTICLE V

MEETINGS
Section 1. Regular Meetings. The regular meetings of the Board of Directors of Authority shall be held on the second Wednesday of each month at the hour of 7 p.m. at the Cupertino Community Hall, located at 10350 Torre Avenue, in Cupertino, California. In the event that Cupertino Community Hall is not available for a regular or adjourned regular meeting, the Chair of the Board may designate an alternative meeting place within the jurisdiction of the Authority after consultation with the Chief Executive Officer on available meeting locations.

Section 2. Special Meetings. Special meetings of the Board may be called at any time and may be held in any location within the jurisdiction of the Authority as provided by the notice for the special meeting.

Section 3. Annual Meeting. The Board shall hold an annual meeting in January of each year at which time it will appoint Board officers and Executive Committee members.

Section 4. Open Meeting Requirements. The meetings of the Board, the Executive Committee and all other committees established by the Board shall be governed by the provisions of the Ralph M. Brown Act (Government Code Section 54950 et seq.).

Section 5. Chair and Vice Chair Vacancies. At any meeting of the Board or a committee where the Chair and Vice Chair are not present, the previous Chair of that body will serve as Interim Chair. If that person is not present, the longest serving member of that body will serve as Interim Chair. If it is a new committee, members will draw lots to determine who will serve as Interim Chair.

ARTICLE VI

AMENDMENTS
These Operating Rules and Regulations may be amended by a majority vote of the full membership of the Board but only after such amendment has been proposed at a regular meeting and acted upon at the next or later regular meeting of the Board for final adoption. The proposed amendment shall not be finally acted upon unless each member of the Board has received written notice of the amendment at least 10 days prior to the date of the meeting at which final action on the amendment is to be taken. The notice shall include the full text of the proposed amendment.

Item 1d
Attachment 2

Page 1 of 2 ends

Staff Report – Item 1e
Item 1e: Authorize Request for Extension to Comply with Load Management Standards From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services & Community Relations Citlalli Sandoval, Senior Regulatory Advisor
Date: 5/10/2023

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy (SVCE) Board of Directors authorize SVCE staff to request an extension to comply with the California Energy Commission's (CEC) Load Management Standards.

EXECUTIVE COMMITTEE RECOMMENDATION
The Executive Committee met April 28, 2023 and voted to support staff’s recommendation for the Executive Committee to recommend the SVCE Board of Directors authorize SVCE staff to request an extension to comply with the California Energy Commission’s (CEC) Load Management Standards, to be included on the Consent Calendar.

BACKGROUND
On January 20, 2023 the Office of Administrative Law approved the CEC’s regulatory action to amend the Load Management Standards (California Code of Regulations Title 20 §§ 1621-1625). The Load Management Standards apply to Silicon Valley Clean Energy in addition to California’s investor-owned utilities, publicly-owned utilities, and community choice aggregators (CCAs) and were adopted to encourage the use of electrical energy at off-peak hours, encourage the control of daily and seasonal peak loads to improve electric system equity, efficiency and reliability, minimize or delay the need for new capacity, and reduce fossil fuel consumption and greenhouse gas emissions.

The Load Management Standards include several compliance deadlines beginning in 2023 and ending in 2027.

Typically, administrative matters such as requests for extension do not require Board of Director approval. However, the Load Management Standards state that the rate approving body of a CCA can approve a plan or revisions to a previously approved plan that delays compliance or modifies compliance with the requirements of California Code of Regulations Title 20 §§ 1623.1 (b)-(c).

California Code of Regulations Title 20 §§ 1623.1 (b)-(c) require Silicon Valley Clean Energy to:
1) Upload existing time-dependent rates into the CEC’s Market Informed Demand Automation Server (MIDAS) no later than three (3) months after April 1, 2023 (i.e., July 1, 2023)1; 2) Submit to the CEC’s Executive Director of a list of load flexibility programs deemed cost-effective no later than eighteen (18) months after April 1, 2023 (i.e., October 1, 2024); 3) Request approval from its rate approving body for at least one marginal cost-based rate within twenty-seven (27) months of April 1, 2023 (i.e., July 1, 2025); and 1 Time-dependent rates are rates that can vary depending on the time of day to encourage off-peak electricity use and reductions in peak electricity use (e.g., time-of-use, hourly, and sub-hourly rates are time-dependent rates).

Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 5/10/2023

Page 2 of 2 ends

4) Offer to each of its electricity customers within fifty-one (51) months of April 1, 2023 (i.e., July 1, 2027) voluntary participation in either a marginal cost-based rate or a cost-effective program previously identified in the list of load flexibility programs submitted to the CEC’s Executive Director.

ANALYSIS & DISCUSSION
The amended Load Management Standards require investor-owned utilities, publicly-owned utilities, and large CCAs to populate a California-wide online database that is customer and machine accessible, the Market Informed Demand Automation Server (MIDAS), with dynamic rates.2 MIDAS is designed to provide utilities’ time-varying rates, greenhouse gas emission signals, and California Independent System Operator FlexAlerts.

By July 1, 2023, Silicon Valley Clean Energy is required to upload its time-dependent rates into MIDAS.3 Silicon Valley Clean Energy has participated and continues to participate in a CEC working group for MIDAS implementation. However, timely compliance with the July 1, 2023 upload deadline is not technologically feasible or cost-effective for Silicon Valley Clean Energy, because the MIDAS database, as well as the final protocols for the upload of Silicon Valley Clean Energy’s existing time-dependent rates to the database, have not been finalized by the CEC, and therefore Silicon Valley Clean Energy cannot cost-effectively establish the automated systems necessary to perform the upload, thereby making timely compliance technologically infeasible at this time.

CCAs and investor-owned utilities have submitted to the CEC a letter jointly signed by all large CCAs and investor-owned utilities requesting an extension to comply with the MIDAS upload requirement. However, there is a possibility that the CEC rejects the request and requires each CCA to individually request an extension through a plan to comply with the Load Management Standards.

Silicon Valley Clean Energy requests that the Board determine in connection with its grant of extension pursuant to California Code of Regulations Title 20 § 1623.1(a)(2) that despite Silicon Valley Clean Energy’s good faith efforts to comply, requiring timely compliance with the Load Management Standards requirements will result in extreme hardship to Silicon Valley Clean Energy.

STRATEGIC PLAN
This item relates to SVCE’s Board-adopted Strategic Plan Goal 8, “Enact and maintain competitive service offerings for SVCE customers that deliver measurable economic and environmental benefits”, Measure 3, “Provide policy support for key customer-facing L&R activities.”

ALTERNATIVE
Do not authorize a request for extension. If Silicon Valley Clean Energy is not in compliance with the Load Management Standards, then the CEC could seek injunctive relief. 2 Large CCA defined as providing in excess of 700 GWh of electricity to customers in any calendar year. 3 California Code of Regulations Title 20 § 1623.1 (c)
Item 1e

Page 1 of 1 ends

Staff Report – Item 1f
Item 1f: Receive SVCE Rate Schedules Effective May 1, 2023 From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Account Services and Community Relations Peter Mustacich, Energy Services Lead
Peyton Parks, Energy Services Lead
Date: 5/10/2023

RECOMMENDATION
Receive staff report and rate tables for new SVCE rates effective May 1, 2023 reflecting an updated discount to the E-ELEC residential rate including a 30% discount to PG&E for Off-Peak time-of-use (TOU) periods, a 10% increase for Peak TOU periods, and no discount (0%) for Partial-Peak TOU periods, established per the discount design update approved by the Board on April 12, 2023 by the adoption of Resolution 2023-07, Resolution to Update Design of SVCE’s E-ELEC Generation Rate Discount.

BACKGROUND
At the December 14, 2022 Board meeting, the Board directed staff to adopt the E-ELEC rate mirroring PG&E’s new residential customer rate with a 10% discount relative to PG&E’s generation rate. At the April 12, 2023 Board meeting, the Board directed staff to update the E-ELEC discount structure on May 1, 2023 to reflect a TOU-based design to further promote aligning customer usage with times of lower energy costs and reduced grid stress.

ANALYSIS & DISCUSSION
SVCE rate schedules and associated billing determinants have been updated for the E-ELEC rate as referenced in the Attachments, and reflect a 30% discount to PG&E’s comparable generation rates during the Summer and Winter Off-Peak TOU periods, a 10% increase relative to PG&E’s generation rates during Peak TOU periods, and no discount (0%) during Partial-Peak TOU periods. The rates are currently loaded into the billing system and became effective on May 1, 2023.

STRATEGIC PLAN
Rate setting is directly supported by SVCE Strategic Plan Goal 8 – “Enact and maintain competitive service offerings for SVCE customers that deliver measurable economic and environmental benefits”.

FISCAL IMPACT
During the December 14, 2022 Board of Directors meeting, the Board voted to allocate $19M to customer-focused electrification programs, of which $9.5M was approved to fund a multi-year discount to the E-ELEC rate. The updated E-ELEC generation rates approved during the April 12, 2023 Board meeting do not impact the approved budget.

ATTACHMENT

1. SVCE Residential Rate Schedule effective May 1, 2023 Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-1 Year-round $ 0.14589 $ 0.14989 $ 0.15614 Rates applicable to all usage throughout the year E-6 Summer (Jun-Sep)
SUMMER PEAK $ 0.26997 $ 0.27397 $ 0.28539 3:00 p.m. to 8:00 p.m. Monday through Friday SUMMER PART-PEAK $ 0.19036 $ 0.19436 $ 0.20246 12:00 p.m. to 3:00 p.m. AND 8:00 p.m. to 10:00 p.m. Monday through Friday, 5:00 p.m. to 8:00 p.m. Saturday and Sunday
SUMMER OFF-PEAK $ 0.12299 $ 0.12699 $ 0.13228 All other times including Holidays Winter (Oct-May)
WINTER PART-PEAK $ 0.15453 $ 0.15853 $ 0.16514 5:00 p.m. to 8:00 p.m. Monday through Friday WINTER OFF-PEAK $ 0.12209 $ 0.12609 $ 0.13134 All other times including Holidays EV-A, EV-B Summer (May-Oct)
SUMMER PEAK $ 0.29680 $ 0.30080 $ 0.31333 2:00 p.m. to 9:00 p.m. Monday through Friday, 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays
SUMMER PART-PEAK $ 0.15907 $ 0.16307 $ 0.16986 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, except holidays
SUMMER OFF-PEAK $ 0.11454 $ 0.11854 $ 0.12348 All other hours Winter (Nov-Apr)
WINTER PEAK $ 0.11011 $ 0.11411 $ 0.11886 2:00 p.m. to 9:00 p.m. Monday through Friday. 3:00 p.m. to 7:00 p.m. Saturday, Sunday and Holidays
WINTER PART-PEAK $ 0.08625 $ 0.09025 $ 0.09401 7:00 a.m. to 2:00 p.m. and 9:00 p.m. to 11:00 p.m. Monday through Friday, except holidays
WINTER OFF-PEAK $ 0.08625 $ 0.09025 $ 0.09401 All other hours Item 1f
Attachment 1
1 SILICON VALLEY \3/ CLEAN ENERGY
1 1 1 J
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
EV-2A Summer (Jun-Sep)
SUMMER PEAK $ 0.20657 $ 0.21057 $ 0.21934 4:00 p.m. to 9:00 p.m. every day including weekends and holidays SUMMER PART-PEAK $ 0.16364 $ 0.16764 $ 0.17463 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
SUMMER OFF-PEAK $ 0.12415 $ 0.12815 $ 0.13349 All other hours Winter (Oct-May)
WINTER PEAK $ 0.15197 $ 0.15597 $ 0.16247 4:00 p.m. to 9:00 p.m. every day including weekends and holidays WINTER PART-PEAK $ 0.13998 $ 0.14398 $ 0.14998 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
WINTER OFF-PEAK $ 0.11744 $ 0.12144 $ 0.12650 All other hours E-ELEC Summer (Jun-Sep)
SUMMER PEAK $ 0.32020 $ 0.32420 $ 0.29473 4:00 p.m. to 9:00 p.m. every day including weekends and holidays SUMMER PART-PEAK $ 0.19162 $ 0.19562 $ 0.19562 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
SUMMER OFF-PEAK $ 0.10136 $ 0.10536 $ 0.15052 All other hours Winter (Oct-May)
WINTER PEAK $ 0.14186 $ 0.14586 $ 0.13260 4:00 p.m. to 9:00 p.m. every day including weekends and holidays WINTER PART-PEAK $ 0.10863 $ 0.11263 $ 0.11263 3:00 p.m. to 4:00 p.m. and 9:00 p.m. to 12:00 a.m. every day including weekends and holidays
WINTER OFF-PEAK $ 0.06550 $ 0.06950 $ 0.09928 All other hours Item 1f
Attachment 1
2 SILICON VALLEY \3/ CLEAN ENERGY
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-TOU-B Summer (Jun-Sep)
SUMMER PEAK $ 0.25800 $ 0.26200 $ 0.27292 4:00 p.m. to 9:00 p.m. Monday through Friday SUMMER OFF-PEAK $ 0.13987 $ 0.14387 $ 0.14986 All other times including Holidays Winter (Oct-May)
WINTER PEAK $ 0.15624 $ 0.16024 $ 0.16692 4:00 p.m. to 9:00 p.m. Monday through Friday WINTER OFF-PEAK $ 0.11900 $ 0.12300 $ 0.12812 All other times including Holidays E-TOU-C Summer (Jun-Sep)
SUMMER PEAK $ 0.19216 $ 0.19616 $ 0.20433 4:00 p.m. to 9:00 p.m. everyday SUMMER OFF-PEAK $ 0.14085 $ 0.14485 $ 0.15089 All other times Winter (Oct-May)
WINTER PEAK $ 0.14535 $ 0.14935 $ 0.15557 4:00 p.m. to 9:00 p.m. everyday WINTER OFF-PEAK $ 0.13092 $ 0.13492 $ 0.14054 All other times Item 1f
Attachment 1
3 SILICON VALLEY \3/ CLEAN ENERGY
Silicon Valley Clean Energy
Residential Generation Rates and Generation Service Cost Comparison SVCE Rate
Schedule
Time of Use
Period
SVCE
Generation
Rates1
SVCE
Generation
Service2
PG&E
Generation
Service3 Notes
E-TOU-D Summer (Jun-Sep)
SUMMER PEAK $ 0.22141 $ 0.22541 $ 0.23480 5:00 p.m. to 8:00 p.m. Monday - Friday SUMMER OFF-PEAK $ 0.12065 $ 0.12465 $ 0.12984 All other times including Holidays Winter (Oct-May)
WINTER PEAK $ 0.18217 $ 0.18617 $ 0.19393 5:00 p.m. to 8:00 p.m. Monday - Friday WINTER OFF-PEAK $ 0.14850 $ 0.15250 $ 0.15885 All other times including Holidays GreenPrime + $ 0.00800 Same as applicable rate, with $0.008/kWh adder for 100% Renewable energy 1 SVCE Generation Rates, without added PG&E fees, effective 5/1/2023 2 SVCE Generation Service reflects our price for Generation, with added PG&E fees (PCIA and Franchise Fees), effective 5/1/2023 3 PG&E Generation service rate effective 5/1/2023
Item 1f
Attachment 1
4 SILICON VALLEY

CLEAN ENERGY
1 1 1 1

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Staff Report – Item 1g
Item 1g: Adopt Resolution Moving Reinstatement of SVCE’s Delinquent Payment Policy to May 2023
From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services and Community Relations Peyton Parks, Energy Services Lead
Date: 5/10/2023

RECOMMENDATION
Staff requests the Board of Directors (Board) adopt Resolution 2023-09, moving re-instatement of SVCE’s Delinquent Payment policy from March 2022 to May 2023.

BACKGROUND
At its November 10th, 2021 meeting, the SVCE Board approved moving the reinstatement date of SVCE’s Delinquent Payment Policy to March 2022. This timing was predicated on an extension of PG&E’s scheduled service disconnection moratorium and to allow for federally funded California Arrearage Payment Program (CAPP) relief payments to be applied directly to customers’ outstanding aged balances that were accrued due to non-payment during the identified COVID-19 crisis period March 4th, 2020 through June 15th, 2021.

Prior to any customer disconnections occurring, SVCE staff learned in Spring 2022 that a second round of CAPP relief payments would be made to qualifying customers for an extended COVID-19 crisis period of June 16th, 2021 through December 31, 2021. These payments to customers were to be made no later than January 2023. One of the requirements of the CAPP program is that participating utilities suspend disconnection for non-payment until a minimum of 90 days after an eligible customer has received a CAPP payment.

SVCE staff delayed reinstatement of the Delinquent Payment Policy to accommodate residential customers in arrears that were qualified to receive a CAPP payment in January 2023. In total, SVCE residential customers received a total of $1.9M in relief payments- approximately $1.2M in January 2022 and an additional $700k in January 2023. These payments to vulnerable families helped to alleviate approximately 33% of SVCE’s growing 120+ day aged arrearage burden brought on by the COVID-19 pandemic.

ANALYSIS & DISCUSSION
An extended service disconnection moratorium allowed for significant new customer credits funded by the second iteration of the California Arrearage Payment Program (CAPP) to be applied to customer balances in arrears in January 2023. Per the CAPP rules, customers eligible for CAPP payments may not have their service disconnected for non-payment before April 2023 at the earliest.

As such, SVCE staff requests that re-start of the Delinquent Payment Policy be reinstated in the current month, May 2023. This means qualifying SVCE customers under the existing Delinquent Payment Policy, regardless of arrearage amount or days overdue, would receive at least three late payment notices beginning in May and over three consecutive months. No customers would be returned to PG&E before August of 2023.

This will allow time for customers made aware of their outstanding balances and impending return to PG&E service to make applicable payments on their balances in arrears and to avoid being returned to PG&E service.

Item 1g
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1g Agenda Date: 5/10/2023

Page 2 of 2 ends

STRATEGIC PLAN
This recommendation balances SVCE strategic plan goals described in Goal 10 ‘empower customers with the awareness, knowledge and resources to make effective clean energy choices’, and Goal 13 ‘commit to maintaining a strong financial position’.

ALTERNATIVE
Staff is open to new suggestions from the Board of Directors. In this new resolution, staff has strived to maintain consistency with direction provided in previous related resolutions.

FISCAL IMPACT
Delaying reinstatement of the Delinquent Payment Policy until May 2023 has allowed time for credits under the California Arrearage Payment Program to be applied. This has helped customers with delinquent payments meet their payment obligations while reducing SVCE’s outstanding customer balances. Timely reinstatement will aid SVCE in further reducing its aging outstanding amounts.

ATTACHMENT

1. Resolution 2023-09 Modification of the Reinstatement Date of the Delinquent Payment Policy Item 1g
1 RESOLUTION 2023-09

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2023-09

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY MODIFYING THE

REINSTATMENT DATE OF THE DELINQUENT PAYMENT POLICY
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, at the May 10, 2017 Board of Directors Meeting, the Board adopted the policy FP10, the Delinquent Accounts & Collections Policy, authorizing return of SVCE customers to PG&E for non-payment; and
WHEREAS, in March of 2020, due to the outbreak of the COVID-19 pandemic and statewide shelter-in-place orders, PG&E suspended their service disconnection policy for non-payment, and SVCE suspended its return of customers to PG&E for non-payment; and WHEREAS, since March of 2020, SVCE customer arrearage amounts have doubled to nearly $6 million, and the number of customers in arrears has grown from 13,000 to 21,000; and
WHEREAS, COVID restrictions are being lifted, economic conditions are improving, and PG&E was scheduled to reinstate it’s service disconnection policy effective June 30th, 2021; and
WHEREAS, a broad range of payment plans, discounts and debt relief programs are now available to help impacted customers address their past-due payments; and WHEREAS, SVCE seeks to reduce arrearage and avoid potential PG&E service disconnections by helping customers identify and utilize available debt forgiveness and financial support programs; and minimize customer returns to PG&E, financial write-offs of bad debt, and exposure to additional arrearage; and
WHEREAS, on June 9, 2021, the Board of Directors of the Silicon Valley Clean Energy Authority approved Resolution No. 2021-12 reinstating SVCE’s delinquent payment policy effective July 1, 2021; and
WHEREAS, on June 24, 2021, the California Public Utilities Commission voted to approve Decision D.21-06-036, extending PG&E’s service disconnection moratorium by three months, from June 30, 2021 to September 30th, 2021; and Item 1g
Attachment 1
2 RESOLUTION 2023-09
WHEREAS, on July 16th, 2021, the Governor approved Assembly Bill 135, establishing the California Arrearage Payment Program (CAPP), which will provide direct credits to customers with past-due balances of 60 days or more, for debts incurred between March 4th 2020 and June 15th 2021, with credits to be applied no later than January 31, 2022; and
WHEREAS, on August 11th, 2021, the Board of Directors of the Silicon Valley Clean Energy Authority approved Resolution No. 2021-18, extending reinstatement SVCE’s delinquent payment policy from July 1, 2021, to November 1, 2021; and WHEREAS, on September 30th, 2021, PG&E announced that it is extending its service disconnection moratorium through January 1, 2022, and is automatically enrolling all residential and small business customers with past due balances over 60 days in new extended payment arrangements; and
WHEREAS, in January 2022, an estimated 11,000 SVCE customers will receive direct credits from the CAPP program and may not have their service disconnected for non-payment for a minimum of 90 days after receiving the credit such that the earliest any CAPP payment recipient would be eligible for service disconnection would be April 2022.

WHEREAS, in Spring 2022, an additional round of funding for the CAPP program was announced and made available to settle customer arrearages for a pandemic-related period of June 16, 2021 through December 31, 2021, to be applied to customer invoices no later than January 2023.

WHEREAS, as of January 2023, an additional group of SVCE customers will have received direct credits from the second iteration of the CAPP program and may not have their service disconnected for non-payment for a minimum of 90 days after receiving the credit such that the earliest any CAPP payment recipient would be eligible for service disconnection would be April 2023.

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

Section 1. SVCE’s delinquent payment policy will be reinstated effective May 10, 2023. Affected customers will receive a minimum of three (3) monthly late payment notices before being returned to PG&E; no customer returns will occur before August 2023.

Item 1g
Attachment 1
3 RESOLUTION 2023-09
PASSED AND ADOPTED this 10th day of May 2023, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Mekechuk
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 1g
Attachment 1

Page 1 of 3 ends

Staff Report – Item 1h
Item 1h: Authorize the Chief Executive Officer to Execute an Amendment to the Agreement with Enervee Corporation to Extend the Term of the Agreement for 15.5 Months and Increase Compensation by $175,500
From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services and Community Relations Date: 5/10/2023

RECOMMENDATION
Staff recommends that the Board authorize the Chief Executive Officer to execute an amendment to the agreement with Enervee Corporation to extend the term of the agreement for 15.5 months until September 30, 2024 and increase compensation by $175,500 for a new not to exceed total of $742,000. This amendment and extension will allow SVCE to continue educating customers on electrification and enable customer action on the eHub Appliances Assistant site.

BACKGROUND
In 2019, staff started the process of building eHub, an online resource center for customers to learn more about electrification. SVCE issued an RFP to select vendor partners that could provide online tools to help customers increase their energy literacy and enable actions such as evaluating efficient, electric home appliances, EVs, and solar and battery storage options.

In fall 2020, eHub was formally launched to customers. Per goals identified in SVCE’s strategic plan, SVCE is continuing to expand eHub capabilities to increase accessibility and resources to help customers make clean energy choices. In winter 2020, the Board approved the addition of $95,000 to the original Enervee agreement in order to add new categories and functionality. Although the increase was approved by the Board, an amendment was not officially signed. As such, this current amendment is presented as the first formal amendment, and contains the previously approved $95,000 increase, in addition to the $175,500 currently being requested.

The Enervee platform, known as the ‘Appliances Assistant’ on the SVCE eHub, provides customers with online educational resources to support an understanding of home appliance energy consumption, energy savings, and electrification - including product and price comparisons, energy efficiency scores, and customer reviews.

Customers can then link directly to retailers (e.g., Home Depot, Amazon) to place orders or purchase products directly on the Appliances Assistant with eligible fulfillment partners (e.g., Lightbulbs.com, Best Buy).

If desired, SVCE can offer post-purchase discounts/rebates. For certain products that are warehoused by fulfillment partners, such as smart thermostats or LED lightbulbs, Enervee offers a more direct retail experience, enabling SVCE to provide real-time discounts at the time of purchase. Also, for products that require professional installation, customers have access to pre-screened local service providers through HomeAdvisor, linked as an external resource from the Appliances Assistant. Enervee charges $8 per digital rebate claimed. Over the past three years, SVCE has spent $72,250.60 on customer rebates and $10,696 on rebate processing fees.

Item 1h
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1h Agenda Date: 5/10/2023

Page 2 of 3 ends

ANALYSIS & DISCUSSION
The objective of eHub is to inspire, educate, and enable customers to take action with respect to electrification and decarbonization in mobility and the built environment. Significant education is needed to help familiarize customers with electrification, and the benefits of electric appliances for homes, EVs, and solar and storage.

Since launching the Enervee platform with eHub, staff continues to expand SVCE’s ability to meet customers’ needs, build awareness and promote home electrification. New features since the initial contract was signed include developing online customer promotions to allow customers to claim rebates on eligible products and adding an induction cooktop category and electric leaf blower category. Since launching eHub in 2020, the Appliances Assistant has had 138,937 unique users and 12,891 returning users who spend an average time of 2 minutes and 4 seconds on the site, which shows the tool is being utilized as a resource for customers.

Extending the agreement with Enervee for 15.5 months will allow customers to continue using the Appliances Assistant, helping customers make informed decisions when considering purchasing electric home appliances.

The time period for this contract to be extended until September 30, 2024 is based on staff planning to issue another Request for Proposals in winter 2024 to re-examine the vendor landscape for eHub 2.0.

The cost estimate for extending the Enervee contract for 15.5 additional months is $175,500 and covers the fees for operating the Appliances Assistant platform. Enervee fees have increased 5% to adjust for inflation and reflects the vendor’s increased labor costs. The list below includes cost estimates:

Service Monthly Fee Total for Contact Duration
Operation and maintenance fees for the Enervee
Choice Engine – Appliances
$4,375 $67,812
License fee for cooktop category $437 $6,774
License fee for leaf blower category $437 $6,774
Commerce $2,625 $40,688
Customer Care $1,575 $24,412
Engage Paid Media Program $774 $12,000
Engage Sweepstakes Program $4,000 per campaign $8,000
Ad Banners Set Up Fee One time set up fee $9,000
Total: $175,460
The cost estimate to run online customer promotions vary based on rebate value and Enervee charges $8 per rebate processed. In the past three years, SVCE has spent $72,250.60 on rebates and $10,696 on processing rebates that were claimed. SVCE has also set aside $100,000 in the board-approved marketing budget, separate from the Enervee contract funding, for future online customer promotions.

To extend the contract for 15.5 additional months, staff requests the Board of Directors approve the amendment to the existing Enervee contract, increasing the current not-to-exceed total of $566,500 to a new total of $742,000.

STRATEGIC PLAN
The eHub Appliances Assistant helps to achieve Goal 6: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices, as listed in the 2022 Strategic Plan. By extending the contract for 15.5 additional months, SVCE can continue to help provide customers with the ability to understand home appliance energy consumption, energy savings, and electrification - including product and price comparisons, energy efficiency, and customer reviews.

Item 1h
Agenda Item: 1h Agenda Date: 5/10/2023

Page 3 of 3 ends

Extending the contract to allow customers to continue using the Appliances Assistant tool also contributes to Measure 2 within Goal 6 to enable customer education, engagement, and action related to electrification and decarbonization via online tools, resources, and promotions.

ALTERNATIVE
Maintain the existing contract for the remainder of the contract period. SVCE customers will not have access to the Appliances Assistant after the contract expires. Staff could also explore other vendors with similar services.

FISCAL IMPACT
The Board approved 2022-2023 fiscal year budget includes a $250,000 annual budget for the ongoing operation of eHub. If this contract extension and updated not-to-exceed amount of $175,500 is approved, SVCE’s annualized software service support fees for all eHub tools total $221,100 which remains under the annual $250,000 budget. SVCE has set aside $100,000 annually, separate from the Enervee contract budget, to provide online customer promotions through eHub.

ATTACHMENTS

1. Amendment to Enervee Corporation contract

2. Enervee Customer Resource Center Appliance Marketplace Agreement with updated Scope of Work

3. Enervee Corporation Contract
Item 1h
1/2023 Version

FIRST AMENDMENT TO AGREEMENT WITH ENERVEE CORPORATION
WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and ENERVEE CORPORATION, entered into that certain agreement entitled MASTER SUBCRIPTION AGREEMENT, effective on April 17, 2020, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and ENERVEE CORPORATION have determined it is in their mutual interest to amend certain terms of the Original Agreement.

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

1. Section 10.1 of the Original Agreement shall be amended to read as follows:

The term of this Agreement will begin on the Effective Date (April 17, 2020) and shall terminate on September 30, 2024 unless terminated earlier as per this Section 10. The initial term and all renewal terms are collectively referred to as the “Term.” Each Subscription Term commences on Acceptance and continues for the Subscription Term specified in the corresponding Order Form and for the period of any renewals or extensions thereunder.

2. Exhibit C SOW ENERVEE APPLIANCES CHOICE ENGINE of the Original Agreement is deleted in its entirety and replaced with the new Exhibit C ENERVEE CHOICE ENGINE as shown in Attachment 1.

3. Exhibit D SOW ENERVEE CHECKOUT of the Original Agreement is deleted in its entirety and replaced with the new Exhibit D ENERVEE COMMERCE as shown in Attachment 1.

4. Exhibit G OPERATIONS AND MAINTENANCE of the Original Agreement shall be amended to delete the following sections in their entirety:

3. Customer Service (deleted)

3.1 Phone Support Service (Optional at Extra Cost) (deleted)

3.2 Live Phone Support and Voicemail (deleted)

3.1 Email Support (deleted)

3.2 Major Holidays (deleted)
All other sections remain unchanged.

5. Exhibit H PROFESSIONAL SERVICES of the Original Agreement is deleted in its entirety and replaced with the new Exhibit H PROFESSIONAL SERVICES as shown in Attachment 1.

6. Exhibit I CHOICE ENGINE SERVICES PACKAGES of the Original Agreement is deleted in its entirety and replaced with the new Exhibit I CHOICE ENGINE SERVICES PACKAGES as shown in Attachment 1.

Item 1h
Attachment 1
1/2023 Version

7. Exhibit J PARTNER PROMOTION RESPONSIBILITIES of the Original Agreement is deleted in its entirety and replaced with the new Exhibit J PARTNER PROMOTION RESPONSIBILITIES as shown in Attachment 1.

8. Exhibit K ENGAGE PROGRAM of the Original Agreement is deleted in its entirety and replaced with the new Exhibit K ENERVEE ENGAGE PROGRAM as shown in Attachment 1.

9. Exhibit M SAAS SUBSCRIPTION ORDER FORM OPTIONAL SERVICES of the Original Agreement shall be amended to include the additional information provided in Exhibit M ORDER FORM PRICING as shown in Attachment 1.

10. The Original Agreement shall be amended to add Exhibit P CUSTOMER CARE as shown in Attachment 1.

11. The Original Agreement shall be amended to add Exhibit Q MARKETPLACE AD BANNERS as shown in Attachment 1.

12. The Original Agreement shall be amended to add Exhibit R ECO FINANCING (OPTIONAL) as shown in Attachment 1.

13. This Amendment shall be effective on May 10, 2023.

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

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

Item 1h
Attachment 1
1/2023 Version
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below.

RECOMMENDED FOR APPROVAL
_____________________________________________________
Adam Selvin, Director of Energy Services & Community Relations

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

CONSULTANT NAME

ENERVEE CORPORATION
By: __________________________
Name: Clayton Claassen
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
Item 1h
Attachment 1

ORDER FORM

PARTNER INFORMATION
Partner: Silicon Valley Clean Energy Authority Address:

Program Contact:

Phone:

Email:

Billing Contact:

Phone:

Email:

TERMS & CONDITIONS
This Order Form and all Attachments is entered into by and between Silicon Valley Clean Energy Authority (”Partner”, “SVCE”) and Enervee Corporation to be effective as of the date of last signature below. This Order Form is governed by the Master Service Agreement ((the “Agreement”) between Partner and Enervee, as amended, together with all attachments thereto.

The Agreement, as modified and amended hereby, will remain in full force and effect and will govern, control, and contain the entire understanding between the parties with respect to the subject matter of this Order Form. All terms not otherwise defined herein shall have meaning assigned to them in the Agreement.

Order Form Term: June 19, 2023 through September 30, 2024 Enervee and Partner have signed and executed this Order Form effective as of the Effective Date by their authorized representatives.

ENERVEE CORPORATION SILICON VALLEY CLEAN

ENERGY AUTHORITY
Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Item 1h
Attachment 2
1 enervee
ATTACHMENT 1: STATEMENT OF WORK
Exhibit C: Enervee Choice Engine (updated)
Exhibit D: Enervee Commerce (updated)
Exhibit H: Professional Services (updated)
Exhibit I: Choice Engine Services Packages (updated)
Exhibit J: Partner Promotion Responsibilities (updated) Exhibit K: Enervee Engage Program (updated)
Exhibit M: Order Form Pricing (updated)
Exhibit P: Customer Care (new)
Exhibit Q: Ad Banners (new)
Exhibit R: Eco Financing (new - optional)
Item 1h
Attachment 2
2 enervee
EXHIBIT C:

ENERVEE CHOICE ENGINE
Enervee Choice Engine or “Choice Engine” is a custom, fully automated appliance, and product recommendation platform. The solution brings together all the data customers need to make an informed decision - pricing, features, efficiency, popularity, and user reviews - into the single most comprehensive selection of products and information available online.

Enervee Choice Engine is designed to help Customers quickly and easily find the most efficient and therefore cost-saving appliances that meet their unique requirements. It drives continuous engagement and positions the Partner as a trusted advisor in the Customer’s appliance purchase decision. Enervee leverages the data pulled from the largest online retailers and manufacturers each day and compiles this information into a simple product card displaying the most important shopping information for Customers in a mobile friendly way.

DELIVERABLES DESCRIPTION
Service Enervee will maintain a geo-targeted, Partner-branded version of the Choice Engine.

ENERVEE CHOICE ENGINE
Mobile First
Design
Mobile first design with product cards. Each card gives the visitor key information on the price, user reviews and efficiency of a product.

Features and Functions Favorite a product, save a search, sort and filter product listing, click to retailer offer, view product specifications, view product reviews, FAQs Enervee Score® Enervee Choice Engine provides a unique scoring system from 0-100, the Enervee Score, for electronics, appliances and lighting. The dynamic scoring is designed to help shoppers make a better decision when it comes to choosing their next appliance by comparing the energy efficiency between comparable models. (https://enervee.com/score/)
CLEARCOST CLEARCOST shows the projected total costs of owning an appliance over its useful lifetime based on purchase price, Partner energy rates and usage profile.

YOUSAVE Estimates the lifetime energy cost savings of a product compared to the baseline model of that size class.

Accessibility Enervee builds its products in accordance with ADA requirements and shall maintain the website in a manner accessible to persons with disabilities.

Categories Air Purifiers, Connected Homes, Dehumidifiers, EV Chargers, Light Bulbs, Power Strips, Dryers, Washers, Cooktops, Dishwashers, Freezers, Ranges, Refrigerators, Portable Power Stations, Air Conditioners, Electric Water Heaters, Evaporative Coolers, Thermostats, Lawn Mowers, Leaf Blowers, Pool Heaters, Pool Pumps
Item 1h
Attachment 2
3 enervee

SET UP AND CUSTOMIZATION
Branding Enervee incorporates branding elements throughout Homepage and other Enervee Appliances pages to ensure branding alignment including name, logos, color palette, images, default Enervee Appliances elements and copy. Partner provides brand guidelines.

Technical Set up platform, platform data management and profile data management Quality testing before deployment
Hosting Enervee hosts the Appliances site at a custom URL:
https://appliances.svcleanenergy.org/
Tracking Set up tracking of user activities on Enervee Appliances. Partner integrates remarketing pixel.

Region, Language,
Currency
Partner Region, US English, US Dollar

OPERATIONS & MAINTENANCE
Partner-branded
Choice Engine
Enervee will operate and manage the customized version of the Enervee Choice Engine after its deployment. All model, brand and price information, data sources and the Enervee Score will be updated daily.

Surveys Enervee may conduct online surveys to Customers who have visited the Enervee Choice Engine. The surveys will ask questions about the customer shopping journey and what impact the Choice Engine had on his/her purchase decision.

Survey results will be shared with Partner.

Data Management Regular quality testing based on automated scripts that run daily for updates to Enervee Score and updating of new appliance models.

Partner Promotions Product promotion possibilities on Enervee Choice Engine include placement of ads provided by Partner on the Marketplace in a specified format in the available ad slots. Partner can request one (1) update every six months with fourteen (14) business days advance notice.

Technical Support Regular performance checks, issues related to technical support and maintenance are defined in EXHIBIT A of the Agreement, Data Protection and Disaster Recovery
Hosting Hosting of Enervee Choice Engine for Partner on servers owned or leased by Enervee.

Reporting Enervee provides access to an online reporting dashboard. Key metrics are tracked around site traffic and engagement. Additional metrics or views can be added at an additional cost through Professional Services.

Item 1h
Attachment 2
4 (2) enervee
Enervee's Partner Success Executive will conduct quarterly business reviews (QBRs) with Partner to discuss progress and results of the platform.

Software Upgrades Standard upgrades of the core Choice Engine functionality are included. Custom functionality and extensions may have additional costs.

Customer-facing information and services on the site will include:
● Products, in the selected categories by Partner, for sale through online retailers is updated daily ● Online sale offers with pricing, and user reviews from Amazon.com, Best Buy, Home Depot, Sears, Lowe’s, and many others.
● User reviews are aggregated across all participating retailers into a single 5-star scale score. ● Recommendations for efficient models based on price, rebates, user reviews and Enervee Score ● Sorting of products based on price, user reviews, Enervee Score and CLEARCOST ● Filtering of products based on category-specific product specifications such as size/capacity, color, technology type.
● Elastic search in real time of all currently available products based on product name, brand, features and more
● Relative price uses $ to $$$$ icons to show whether a model is inexpensive or highly priced compared to similar features/capacity models
● Allowing Customers to create a user profile linked to an email account ● Allowing Customers to “favorite” a product and get notifications when the price drops ● Allowing Customers to “save a search” and get notifications when new products meet the criteria Item 1h
Attachment 2
5 enervee
EXHIBIT D:

ENERVEE COMMERCE
Enervee Commerce provides an end-to-end transactional e-commerce platform integrated directly into the Choice Engine, providing the most convenient way to purchase products and apply any available rebates instantly. Enervee Commerce validates customer eligibility to purchase Partner-approved products at the time of purchase. Enervee Commerce platform enables Customers to purchase products and accepts credit and debit cards, and other payment processing options as these become available.

ENERVEE COMMERCE
Setup Enervee will enable all available categories and rebates. Any changes to the initial set up are defined as change requests and will be charged separately based on efforts.

Categories Includes: Air purifiers, light bulbs, power strips, dryers, induction cooktops, leaf blowers, portable power stations, evaporative coolers, smart thermostats, lawn mowers, EV chargers, dehumidifiers, washers, ranges, refrigerators, dishwashers, room air conditioners, freezers.

Additional categories may be added later by Enervee with SVCE’s approval, which will not be unreasonably withheld.

Rebates Enervee will set up the eligibility of Rebates for products specified by Partner based on criteria publicly available on the Energy Star rebate finder:
https://www.energystar.gov/rebate-finder
Partner must specify eligibility dates, rebate specific eligibility questions, and limits per Customer in the Implementation Workbook.

One change to Rebate criteria per year is included. Any additional changes are defined as change requests and will be charged separately based on hours of effort.

Products Enervee maintains the product catalog including price updates. Adding products or taking products out are defined as change requests and will be charged separately based on efforts.

Order
Experience
Customers will add items to their cart on Enervee Commerce. The Customer will then proceed to cart checkout and must complete a verification to be eligible for the instant rebate. If eligible, they will receive the rebate instantly, if not, they can continue to purchase at full cost. Our distribution partner will receive and fulfill these orders from Enervee.

Bundled
Services
For supported categories, Customers will have the option to include delivery, installation or haul away & recycling services. These services can be added to the order for the fees provided.

Handling of
Returns
Customers will contact the order support phone number and/or email listed on the cart checkout page, support page, and/or order packing slip with any inquiries regarding their order. The Customer is responsible for all costs associated with returning orders not related to warehouse errors, damaged-in-shipment products, or defective items.

These costs include restocking and/or shipping fees.

Item 1h
Attachment 2
6 enervee

SET UP AND CUSTOMIZATION
Technical Set up platform, platform data management quality testing before deployment Customer
Validation
Enervee and Partner will use a zip code, flat-file, or Enervee API integration for Customer validation. The rebate validation process will also be agreed upon and defined jointly by Enervee and Partner to prevent duplicate rebate payments and enforce rebate business rules.

Hosting Enervee hosts Enervee Commerce on the existing Choice Engine URL Tracking Set up tracking of user activities during the checkout process.

Item 1h
Attachment 2
7 enervee

REPORTING
Claims Report Monthly report for settled rebates on Enervee Commerce transactions.

Transaction
Report
Monthly transaction detail report of products sold & returned on Enervee Commerce
Claims Report Template
claim_id TcOmBKlP
Order ID 1001-001
status settled
email [email protected]
category Thermostat
claim_source commerce
first_name Jane
last_name Doe
street_number 123
route Street Name
unit
city Los Angeles
state CA
postal_code 90232
phone 5555555555
account_ID 10000000000
payment_method payment_card
Quantity 1
amount 100
utility Utility Name
Model number Google Nest T3007ES
purchase_date 1/1/2022
price 500
Product id 139093284
Incentive id 5605
store_name Aurora Marketplace
redemption_date 1/1/2022
payment_date 1/1/2022
utility_measure_id
opt_in_method online
adjusted_amount
adjusted_status
adjusted_date
Item 1h
Attachment 2
8 (2) enervee
EXHIBIT H:

PROFESSIONAL SERVICES
Enervee offers Professional Services for Enervee Choice Engine customization based on Partner’s needs. All material requests that are not related to bug fixes on the Enervee product roadmap will be scoped and a proposal detailing hours, timeline and deliverables will be provided to Partner for review and approval.

Enervee releases new software product upgrades and new developments including change requests 4-6 times per year. Partner and Enervee are planning Professional Services and Change Requests efforts in a roadmap development meeting at the beginning of each quarter. This enables Enervee to secure resources and synchronize the new developments with the software releases, Engage Program and/or the Partner marketing activities.

The following list is a non-exhaustive sample of product request examples that would be considered “out of scope”, and that would require Professional Services engagements:
● Requests for addition of products and/or categories
● Requests for additional features or functions
● Requests for customized dashboards, event tracking or analytics ● Requests for additional reporting
Item 1h
Attachment 2
9 enervee
EXHIBIT I:

CHOICE ENGINE SERVICES PACKAGES

DELIVERABLES DESCRIPTION
Partner
Promotions
Optional
Product promotion possibilities on Enervee Choice Engine: up of a text and image native ad, separate ad for home page and for each category, tracking of clicks Contractor
(Included)
Includes an integrated Contractor module to connect Partner customers with pre-screened local service professionals. Leveraging HomeAdvisor’s proven vetting system and methodologies, customers answer a few simple questions and are contacted immediately with a quote for the services they need. These services include installation of home EV chargers (including Level 2 chargers), HVAC upgrades and other appliance installations.

Item 1h
Attachment 2
10 enervee
EXHIBIT J:

PARTNER PROMOTION RESPONSIBILITIES
Client confirms that it will meet the requirements specified below for channels, making all necessary resources available.

CHANNEL FREQUENCY REQUIREMENT
Partner Website Ongoing
Choice Engine featured on Partner Homepage
as top-level menu option. Promotion of Choice
Engine on Homepage main carousel and
relevant sub-pages. Choice Engine promoted
on Partner energy efficiency related pages. All
links go directly to the Choice Engine.

Partner Website Ongoing Enervee provided remarketing pixel placed Email 1x/Month
Partner will provide a full list of all residential
Customer email addresses, first and last names,
home ownership status, etc., and approve
Enervee to conduct email marketing to
Customers, as per defined plan in Exhibit L,
Engage Program. Maximum of 12 email
campaigns per year.

Facebook Posts Monthly Choice Engines specific posts linking directly to platforms
Partner may take other promotional actions to promote the Choice Engine. Partner is responsible for communicating to Enervee the frequency and content of all promotional actions in advance on a quarterly basis to enable effective management of transactional and customer support activity on Choice Engine and Enervee Commerce.

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EXHIBIT K:

ENERVEE ENGAGE PROGRAM
The primary objective of Enervee’s Engage program is to maximize sales of efficient products on the Choice Engine, in addition to ensuring a positive customer experience. In each instance, Engage builds and constantly optimizes traffic to meet these objectives. An essential channel of the Enervee Engage Program is email services for large scale traffic and reach of Partner`s customers to drive awareness, actions, product sales and engagement.

Engage Email Program
Enervee offers full-service promotional email and data management including email template design and coding, enterprise email list management, audience segmentation, campaign setup and sends, analysis and performance reporting. Enervee email services provide the most cost-effective channel. To ensure the success of the Choice Engine and SVCE goals, the following requirements must be met by SVCE:

Requirements
General ● After initial framework approval, the partner has to approve assets in 1 week (5 business days) or less.
● One round of review, no additional changes after the first set of revisions made. ● Access to Customer database for user verification and cross check with email list Email ● Permission for Enervee to send emails
● Approval of Enervee’s templates
● Customization options are only
o Hero image
o Logo
o Font
o Brand colors
o Legal disclaimers
● Emails sent to all customers opted in to receive marketing from the utility o Full Partner residential customer email list
o List includes segmentation data (home ownership, single or multi-family dwelling, fuel types, any affinity segmentation, preferred language) o Enervee determines all segmentation for each send to maximize performance and minimize unsubscribes.
o Utility provides a refreshed list monthly with all new customers and removing any closed accounts.
○ Unsubscribed customers maintained in a separate list
● Approval of email schedule prior to Choice Engine launch including up to 12 promotional emails per year
● Approval of automated / triggered email campaigns. Number to be determined by Enervee based on selection of product categories and targets. o Cancellation or rescheduling of emails need to be 30 days in advance. o Promos around major shopping events cannot be canceled (Black Friday, Pre-Christmas, July 4th)
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Paid Media ● Approval of campaign templates, and ability to optimize ads within framework without ongoing approvals.
● Enervee determines use of channels as needed to optimize performance and goals ● Paid search
o No restrictions on keywords outside of brand safety.
o Utility partner to supply any keywords they are bidding on ● Google shopping
○ Approval of channel
● Facebook
o Access to run ads through their existing Facebook page. This does not give Enervee to post on the page, only use the brand in ads. (Fallback:

Permission to create a utility branded Choice Engine page). o Approval of Enervee ad templates
o Customization options are only
■ Logo
■ Font
■ Brand colors
● YouTube
o Permission to create a utility Choice Engine YouTube channel to host ads o Approval of Enervee ad templates
o Customization options are only
■ Logo
■ Font
■ Brand colors
● Google Display
o Approval of Enervee ad templates
o Customization options are only
■ Logo
■ Font
■ Brand colors
Traditional
advertising
In some cases, depending on the territory and program it may be necessary to explore traditional and direct media channels. Requirements will be mutually agreed in writing if determined necessary
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Sweepstakes
General ● Includes the set up and management of the specified number of sweepstakes ○ Technical Set up of sweepstakes via sweepstakes app and embedding it on a sweepstakes landing page on the marketplace
○ Design and implementation of Sweepstakes hero for the app and landing page
○ Implementation of methods of entry per discussion with SVCE. Some limitations will apply depending on capabilities of the sweepstakes app. ○ Implementation of legal terms and conditions. Enervee can provide a template for SVCE’s legal team to review and customize per their requirements
○ Includes drawing of winners. It is optional to have Enervee’s support team contact the winners and facilitate the prizes, or for the partner to facilitate the process
○ Does not include prizes. SVCE has the option to include electronic gift cards or additional prizes at their own expense. If SVCE chooses to include additional prizes, SVCE may facilitate distribution to winners ○ Implementation of promotional banners or pop ups on the Marketplace to promote the sweepstakes
○ Enervee retains the right to communicate with customers who choose to opt-in to email communication during the sweepstakes entry process. This list can also be shared with the utility on request
Optional ● Driving Engagement with the Sweepstakes
○ The cost for the sweepstakes does not include budget for promoting the sweepstakes, but agreed on portions of any purchased Engage programs can be allocated to drive traffic to promote the sweepstakes ○ It is highly recommended to send at least 1-2 email promoting the sweepstakes
○ It is also highly recommended to utilize Engage’s digital advertising programs to drive additional traffic
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Reporting
General Enervee will report using a standardized report on a quarterly basis. This report can include the following for email and advertising channels Email Broken out by campaign or automation:
● # of emails
● CTR
● Unique clicks
Advertising Broken out by ad media network (Meta, Google, etc.) ● Ad impressions
● CTR
● Clicks
Deliverables
Part 1
Engage
Email Program
● Email Schedule for the year
● Program Framework for email and advertising, sweepstakes ● Outline of Customization possibilities for email, advertising, sweepstakes Part 2
Engage Program
Customization
● Implementation of Enervee’s templates to Partners CI within allowed parameters ● Development of HTML emails
● Production of customized ad templates
● Production of Sweepstakes and landing page
● Project Management
Part 3
Email List
Management
● Import and segmentation of SVCE provided customer email list ● Data maintenance of customer email list included in monthly fee ● Additional subscribers can be implemented on demand
● Black and whitelisting of email accounts
● Deliverability check and optimization
Part 4
Email Campaign
Setup &
Management
● Campaign design per Enervee’s templates
● Campaign setup and implementation
● Recipient list segmentation
● Campaigns scheduling & send
Part 5
Advertising
Campaign Setup
& Management
● Campaign design per Enervee’s templates
● Campaign setup and implementation
● Ongoing optimizations, keyword management and copy and design updates as needed
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Part 6
Sweepstakes
setup and
management
● Terms and conditions example (if needed)
● Outline and customization of proposed sweepstakes functionality within the platforms features
● Execution of the sweepstake and sweepstakes landing page ● Drawing of winners
All content and schedule would be approved by SVCE in advance. Triggered email content would also be approved by SVCE in advance but would be sent out by Enervee based on user behavior. SVCE can make a request to postpone an email or pause automated emails.

Enervee would seek SVCE approval for all campaign templates/framework but would have the ability to optimize the ads (products, price, text) within this framework without ongoing approvals.

SVCE will not unreasonably withhold approvals and provide all approvals requested in a timely manner with a maximum of 1 iteration allowed.

SVCE to provide a designated contact person that manages feedback and final approvals to be provided to Enervee
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EXHIBIT M:

ORDER FORM PRICING
This exhibit provides the pricing and billing schedule applicable under this Order Form

PRICING
Partner:

SVCE
Service Start:

June 19,2023
Service End:

September 30, 2024

PRODUCT QUANTITY TYPE DURATION MONTHLY
PRICE
TERM

TOTAL PRICE
Enervee Choice Engine
(Appliances) 1 Non-Profit 15.5 months $4,375 $67,812
License fee for
leaf blower category 1 Non-Profit 15.5 months $437 $6,774 License fee for
cook top category 1 Non-Profit 15.5 months $437 $6,774
Commerce 1 Non-Profit 15.5 months $2,625 $40,688
Customer Care: Phone, Voice
Mail and Email Support 1 Non-Profit 15.5 months $1,575 $24,412 Engage Paid Media Program 1 Non-Profit 15.5 months $774 $12,000 Engage Sweepstakes
Program (Sweepstakes
promotion not included)
1 Non-Profit Per Campaign
Setup
$4,000 per
campaign
$8,000
(optional)
Fast Track Rebate
Processing Fee 1 Non-Profit 15.5 months
$8.00 per
rebate
processed
Invoiced as
incurred
Contractor 1 Non-Profit 15.5 months
Available
at no cost
Available
at no cost
Go Green Home Eco
Financing (Optional) 1 Non-Profit TBD
Available
at no cost
Available
at no cost

SUBTOTAL
$10,223 $166,460

ONE TIME FEES
Ad Banners Set Up $9,000
ONE TIME FEE SUBTOTAL $9,000
ORDER FORM TOTAL $175,460
Any changes or additions to the agreed scope is defined as Professional Services and will result in additional costs at a rate of $200 per hour.

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BILLING SCHEDULE

INVOICE DATE DESCRIPTION AMOUNT
October 1, 2023 One Time Fees and June-Dec 2023 billings $79,453 Jan 1, 2024 Jan - Sep 2024 billings $96,007

BILLINGS TOTAL
$167,460
Fast Track Rebates processed, and Instant Rebates issued on Commerce transactions will be billed monthly based on actuals. Sweepstakes program invoices will be invoiced on execution of Change Order Request.

Summary of previously approved funding
Original MSA – April 2020
Service 3-Year Total
Annual License Fees $390,000
Customer Service Fees $54,000
One-Time Setup Fees $27,500
Total $471,500
Additional Board Approved Funding – Nov 2020
Service Total for Contract Duration
Additional License Fees for new product
offerings (allowance)
Up to $45,000
Rebate Administration Fees (allowance) Up to $40,000
New Features / Tools (allowance) Up to $10,000
Total Up to $95,000
Total Not-to-exceed amount = Original MSA ($471,500) + Additional Board Funding ($95,000) + Amendment ($175,500) = $742,000
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EXHIBIT P:

CUSTOMER CARE
For Enervee, providing excellent customer service means going the extra mile in making sure a customer is happy and satisfied with a company’s products or services. It also involves providing service to a customer in a timely, pleasant manner. Enervee’s Customer Care team is located in the United States and Enervee shall ensure that its Customer Care team members are well trained for effective exchange of product, rebate, and platform information with Customers.

Enervee will handle all customer inquiries, via email or phone, that relate to the operation of Choice Engine & Commerce, including website and webpage assistance, product and service inquiries, fulfillment, charges, and any other inquiries directly relating to the Marketplace.

Enervee will redirect any non-Marketplace-Platform-related calls or emails to SVCE, or the appropriate party designated by SVCE. Enervee will also manage all customer inquiries related to the Marketplace Platform redirected from SVCE to Enervee customer support service

1. LIVE PHONE SUPPORT SERVICE & VOICEMAIL
Enervee offers a live phone support center, which takes inbound calls for questions on products, assisting with rebate applications, or regarding the Choice Engine functionality. ● Enervee guarantees live phone support for all business days in the year with an unlimited number of minutes per month.
● Enervee needs a minimum thirty (30) days to set-up phone support, which includes training sessions for support agents, the set-up of the system with a dedicated number and the development/approval process for phone scripts and/or guides.
● Customers can call the dedicated toll-free number from 9:00 AM to 5:00 PM Pacific Time, excluding major holidays, to speak directly to an Enervee support agent during business hours. Extended business hours can be set up on demand.
● The toll-free number will include a voicemail line for customers to call and leave a message during non-business hours and major holidays. All voice messages from Customers will be returned within 72 hours, excluding major holidays or weekends.
● Partner will need to notify Enervee of any changes to the phone support set-up, specifically if there is expected to be an increasing volume of phone support minutes, with twenty (20) business days advance notice.
● Enervee will track monthly minutes from all incoming calls and any outbound phone calls to Customers.

2. EMAIL SUPPORT
Enervee guarantees email support on all business days in the year, excluding the major holidays.

Customers can ask questions by using a dedicated support email address. Enervee has a target to respond to all personal communication from users within 72 hours after initial contact.

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3. MAJOR HOLIDAYS
❏ New Year’s Day
❏ Martin Luther King Jr. Day
❏ Presidents Day
❏ Memorial Day
❏ Independence Day
❏ Labor Day
❏ Veterans Day
❏ Juneteenth
❏ Thanksgiving Day
❏ Christmas Day

4. CUSTOMER CARE REPORTING
Email Conversations
Enervee provides Partner the number of conversation threads upon request with twenty (20) business days advance notice.

Live Phones & Voicemails
Enervee provides The Partner the number of inbound calls, the number of outbound calls, and the total number of minutes used per month, reported monthly.

Customer Satisfaction/Customer Service Feedback Surveys (CSAT) Enervee provides the Partner the average satisfaction rating (1-5), number of surveys sent, number of ratings received, and number of comments received of email conversations, reported monthly. (CSAT) Reports will be provided via secure SFTP
SVCE reserves the right to conduct CSAT studies on the solution, in addition to any reporting Enervee produces.

In the case that CSAT is below a 4 (in a 1 – 5 scale) in a given month, Enervee will work with SVCE to identify and resolve any issues in the customer experience, technical or otherwise, as soon as possible.

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EXHIBIT Q:

MARKETPLACE AD BANNERS
Ad banners can be displayed in various areas on the Appliances Assistant with any messaging SVCE would like to display. Updates to the banners requires professional services work in the form of a Change Order.

SVCE has requested an ad banner to promote its Grid Shift rebate. Ad creative materials must be formatted specifically to fit within the available Appliances Assistant ad banner space.

An ad campaign must have ad tiles in the following sizes: 728x90, 160x600, 300x600, 300x100 (mobile) and are optimized for web resolution to ensure fast page loading speeds.

Each ad supports one link per banner.

Process Overview:
● Project kickoff, email - 1 day
● Content - 4-8 weeks
● Implementation - 4 weeks
● Review for the Utility - 5 days
● Released to Production - 2 days
SVCE can request an update every six months. More frequent changes to the banners or updates to the banners requires professional services work in the form of a Change Order Request.

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EXHIBIT R:

ECO FINANCING(OPTIONAL)
SVCE has the option at any time over the course of this contract term, to enable Eco Financing on Enervee Commerce. There will be no setup or recurring fee. Eco Financing enables customers to purchase select products on Enervee Commerce through a $0 down loan with an affordable APR. Customers have the option to bundle in installation and other services. The rates are attractive to a wide range of customers. The loans are digitally underwritten, and customers set up loan servicing via ACH directly with Enervee’s sponsor bank as the lender.

Enervee’s partnership with The California Alternative Energy and Advanced Transportation Financing Authority (CAEATFA) positions the Go Green Home fund as a Loan Loss Reserve (LLR) to mitigate the financial risk of offering low interest rates to credit challenged customers (between 640-580 credit score), which is particularly useful to SVCE’s low and moderate-income customer segments. Loans for emissions reducing products and high efficiency products can have as low as a 9.99% interest rate for credit challenged customers. This already proven solution enables SVCE customers (except for City of Palo Alto customers) to participate in the Go Green Home program, giving them access to this program’s fund to finance their next emissions reducing and high efficiency appliance purchase directly off the SVCE Appliance Assistant. The program covers eligible products from $200-$5,000, inclusive of all taxes, accessories and installation. In short, it provides an alternative to using a credit card on the Appliances Assistant in the form of a loan option from a fund SVCE customers currently pay into.

The following is a list of electric products/measures that are eligible for Go Green Home financing (approved by CAEATFA):
● Refrigerators
● Dishwashers
● Ovens
● Air Conditioners
● Cooktops
● Ranges
● Washers
● Dryers
● Freezers
● Heat Pump Electric Water Heaters
● Air Purifiers
● Thermostats
The Go Green Home program is administered by The California Alternative Energy and Advanced Transportation Financing Authority (CAEATFA). Enervee has approval from CAEATFA that validated PG&E customers in the SVCE area would be eligible for this program.

To begin the deployment of Eco Financing on the SVCE Appliances Assistant, SVCE must execute a Change Order with Enervee. To enable eligibility verification, SVCE will need to ensure that the current customer data feeds powering rebate eligibility verification includes customer data points required by CAEATFA, including any information as required by the program, which may change from time to time Item 1h
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Enervee Master Service Agreement January 2019
NYACTIVE-18510279.1
Master Service Agreement
This agreement is entered into between Enervee Corporation (“Enervee”) and Silicon Valley Clean Energy Authority, an independent public agency (“Partner”) as of the date this Agreement is executed by both Parties – April 17. 2020 (the “Effective Date”) and incorporates (i) the attached Terms and Conditions, which sets forth the general terms and conditions governing the relationship of the Parties, (ii) each Order Form executed pursuant to the Terms and Conditions, each of which describes the specific services to be provided by Enervee to Partner, and (iii) all other exhibits and attachments expressly incorporated herein (collectively, and as amended from time to time, the “Agreement”).

Each of Enervee and Partner may be referred to as a “Party” and together as the “Parties.” DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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Enervee Master Service Agreement January 2019
NYACTIVE-18510279.1

MASTER SERVICE AGREEMENT

1. DEFINITIONS.

Certain terms used in this Agreement, not otherwise defined on the cover page, shall have the meanings set forth below.

1.1. “Administrative User” means an employee or contractor of Partner to whom Partner has assigned a unique identification number for access to the Web-based portion(s) of the Services for Partner’s own use as specified in an Order Form.

1.2. “Aggregated Data” means aggregated and statistical data derived from the operation of the Service, including, without limitation, information, improvements, updates, enhancements, business practices, trends, analyses, metadata, performance results or other information or data which Enervee may develop in the course of providing the Services. For the avoidance of doubt, Aggregated Data shall not include any Personal Information and must be anonymized.

1.3. “Brand” means any trademarks, service marks, trade names, domain names, logos, business names, product names and slogans, and all registrations and applications for registration thereof owned by or licensed to a Party or to which the Party has rights.

1.4. “Partner Data” means any data or information supplied by Partner to Enervee under this Agreement or any Customer Information. Partner Data excludes Enervee Intellectual Property and Third Party Data.

1.5. “Personal Information Laws” mean California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. and its implementing regulations (the “CCPA”) and similar state data privacy laws.

1.6. “Confidential Information” means, whether written or oral, (i) know-how, business methods, intellectual property, trade secrets, financial data and any other non-public, confidential or proprietary information of a Party and (ii) information that, by the nature of the information or the circumstances surrounding disclosure, ought reasonably to be treated as confidential. For purposes of this Agreement, Enervee Intellectual Property and Third Party Data shall be the Confidential Information of Enervee and Partner Data shall be the Confidential Information of Partner.

1.7. “Customer” means any current or former Partner customer.

1.8. “Customer Information” means a Customer's name,
address, telephone number, and any other Personal Information, as well as information related to the quantity, technical configuration, type, destination, and amount of use of service or products subscribed to by a customer of a regulated utility that is available to the utility solely by virtue of the customer-utility relationship.

1.9. “Documentation” means Enervee’s electronic descriptions of the functionality and operation of Service identified in the Order Form.

1.10. “Enervee Content” means (i) all content, including any text, copy, images, graphics, designs, photos, video, sound, derivative works or works of authorship, data, statistics, analyses, compilation, aggregation, forecasts and any similar information that is either owned, developed or licensed by Enervee; (ii) any information, improvements, updates, enhancements, business practices, or other information which Enervee may develop in the course of providing the Services; (iii) the Documentation; and (iv) Aggregated Data. For the avoidance of doubt, Enervee Content shall not include any Partner Data or Personal Information.

1.11. “Enervee Intellectual Property” means: (i) any proprietary work or system that is owned, licensed or developed by Enervee; (ii) any data independently developed or created by Enervee; and (iii) any other Enervee Content.

1.12. “Initial Term” is the initial term of the agreement , as set forth in the initial order

1.13. “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household. . Personal Information includes, but is not limited to, the data elements listed in section 140(o)(1)(A)-(K) of the CCPA, if any such data element identifies, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular individual or household.

1.11. “Program Result Report” means the evaluations and results of the Services to be provided by Enervee to Partner as specified in an Order Form.

1.12. “Services” means the services to be made available by Enervee that are specified in an Order Form.

1.13. “Order Form” means a document signed by both Parties identifying Services to be made available by Enervee pursuant to this Agreement.

1.14. “Third Party Data” means all content received by Enervee from a third party (other than Partner) or made available by a third party (other than Partner) through the Services, including any text, images, graphics, designs, photos, video, sound, works of authorship, data, statistics, analyses, forecasts and similar information. Third Party Data does not include Customer Information.

1.15. “Term” means the initial term plus all renewed terms

1.16. “Renewal Term” means a period following the initial term for which the agreement has been renewed.

2. ORDER FORM; ACCESS AND USE

2.1. Order Form. The Services to be provided by Enervee under this Agreement shall be set forth in one or more Order Forms, each of which is incorporated into this Agreement by reference. The initial Order Form issued under this Agreement shall be attached to this Agreement. Additional Order Forms may be entered into after the date hereof and shall be effective upon execution by both Parties.

Modifications to the Services described in an Order Form shall be set forth in an additional Order Form or a Change Order executed by both Parties.

2.2. Access to Services. Subject to the terms and conditions of this Agreement, Enervee hereby grants to Partner a non-exclusive, non-transferable, non-sublicensable right to permit access to the Services for the term specified in the applicable Order Form.

2.3. Access to Partner Data. Subject to the terms and conditions of this Agreement, Partner hereby grants Enervee a worldwide, fully-paid non-exclusive, non-transferable (subject to Section 6), non-sublicensable, royalty-free license to (i) use, reproduce, adapt, modify, translate and distribute the Partner Data as set forth in this Agreement, including in order to perform the Services; and (ii) use the Aggregated Data for purposes of operating Enervee’s business, including in marketing and promoting the Services.

2.4. Brand Licenses. The Parties shall cooperate with each other to develop a mutually agreeable strategy for branding the Services, as described in an Order Form. Upon approval by Partner (i) Enervee may use the Partner Brand as described in an Order Form in order to provide the Services; (ii) Enervee may identify Partner as an Enervee customer and may further publicly disclose generalized details regarding the Services provided to Partner for marketing purposes; and (iii) Enervee may include reference to the Enervee Brand in the Services, including a statement such as “runs on Enervee” and reasonable indicia of Enervee’s copyrights and other intellectual property rights therein. Except as expressly permitted above, each Party shall have a written right of approval over the use of its Brand by the other Party, not to be unreasonably withheld.

DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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Enervee Master Service Agreement January 2019
NYACTIVE-18510279.1

2.5. Usage Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Partner will not, and will not permit or authorize third parties to: (a) rent, lease, or otherwise permit third parties to use any Enervee Content, other than Customers; (b) use any Enervee Content to provide services to third parties, other than Customers (e.g., as a service bureau); (c) circumvent or disable any security or other technological features or measures of any Services; (d) create improvements, modifications or derivative works of, or reverse engineer or otherwise attempt to discover any source code of or trade secrets embodied in, the Enervee Content (including, without limitation, any Services or any software or technology used to provide the Services); (e) use the Services in a manner not authorized under the Documentation or in violation of any applicable law, rule or regulation, including any export/import laws; (f) knowingly interfere with or disrupt the integrity or performance of the Services or the data contained therein, or unreasonably burdens the infrastructure utilized to deliver the Services; and (g) attempting to gain unauthorized access to the Services or its related systems or networks.

2.6. Retained Rights; Ownership.
(i) Subject to the rights granted in this Agreement, Partner retains all right, title and interest in and to the Partner Brand and Partner Data, and Enervee acknowledges that it neither owns nor acquires and hereby disclaims any rights in and to the Partner Brand and Partner Data not expressly granted by this Agreement. Partner shall further own the Program Result Reports, provided that Enervee (a) retains ownership in the design, look and feel of such reports and any other intellectual property therein and (b) may use such reports for its internal business purposes.
(ii) Subject to the rights granted in this Agreement, Enervee retains all right, title and interest in and to the Services and Documentation, including all Enervee Intellectual Property and further including all improvements and modifications to the Services and Documentation that arise out of Enervee’s performance of the Services. Partner acknowledges that it neither owns nor acquires and hereby disclaims any rights in and to the foregoing not expressly granted herein.

3. ENERVEE OBLIGATIONS.

3.1. Performance of Services. Enervee shall perform the Services in accordance with the terms and conditions of this Agreement (including each applicable Order Form) and the Documentation.

3.2. Data Protection and Disaster Recovery. Enervee shall use commercially reasonable efforts to maintain appropriate managerial, operational, and technical safeguards designed to preserve the integrity and security of the Partner Data while in its possession and control hereunder. Such safeguards shall be at least as stringent as those set forth in Exhibit B (Data Protection and Disaster Recovery).

Enervee shall notify Partner within twenty-four (24) hours if it knows of any breach of this Section 3.2.

3.3. Subcontractors. Enervee is permitted to enter into an arrangement with one or more subcontractors to fulfill any of Enervee’s obligations hereunder, provided Enervee gives prior Partner notice of such arrangement, provided, however, that the limitations set forth in this Section 3.3 shall not apply to the purchase of standard commercial supplies or raw materials or services purchased for the provision of services by Enervee to all of its customers generally, including without limitation general back-end and digital marketing services, so long as such subcontractors have no access to Partner Data. Enervee shall be responsible for any breach of this Agreement that is caused by a subcontractor.

3.4. Communication with Customers. As part of the provision of the Services, Enervee may need to communicate with Customers from time-to-time. Partner hereby grants Enervee the limited right to communicate with Customers as may be reasonably necessary or beneficial to provide or improve the Services, except that any communications initiated by Enervee related to marketing activities shall be subject to Partner’s approval.

3.5. Litigation Hold. In the event Partner gives
Enervee written notice of a “litigation hold”, then as to all data identified in such notice, Enervee shall, at no additional cost to Partner, preserve all such data pending receipt of further direction from the Partner.

3.6. Advertising. Enervee shall not refer to Partner
directly or indirectly in any advertisement, news release, or publication, or use any Partner logo, seal or mark, without prior written approval from Partner.

3.7. General Indemnification. Enervee agrees to
indemnify, defend, and hold harmless Partner 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 act, error or omission, negligence, or misconduct of Enervee, 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 Enervee; (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 Partner Data (collectively, “cyber theft”); or, (e) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the sole negligence or willful misconduct of an Indemnitee.

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

The Indemnitees shall be named as additional insureds in the commercial general, cyber, and excess liability policies which shall contain standard cross liability clauses. Enervee shall cause the liability it assumed under this Agreement to be specifically insured under the contractual liability section of the liability insurance policies. The liability policies shall be primary without right of contribution from any Indemnitee, and Enervee waives all rights of subrogation with respect to said policies. Such policies shall require that Partner be given no less than thirty (30) calendar days prior written notice of any cancellation thereof or material change therein.

Partner shall have the right to request an adjustment of the limits of liability for commercial general, cyber, and excess liability, and/or professional liability insurance as Enervee’s exposure to Partner increases.

Enervee shall provide Partner with certificates of insurance and original endorsements, evidencing all of the above coverage, including all special requirements specifically noted above, and shall provide Partner with certificates of insurance evidencing renewal or substitution of such insurance thirty (30) calendar days prior to the effective date of such renewal or substitution.

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4. PARTNER OBLIGATIONS.

4.1. Partner Data. Partner shall provide the Partner Data to Enervee in the format and at the times specified in the Order Form.

Partner shall be responsible for, and Enervee shall not be liable for, (i) ensuring that all consents have been obtained and all notices have been given, to the extent that any such consent or notice is required under applicable law, rules, regulations, agreement or Partner policies to authorize Enervee to communicate with its Customers and use Partner Data as contemplated by this Agreement and (ii) any breach of this Agreement resulting from the Partner Data, including the delivery, accuracy, completeness and consistency thereof. Partner shall make available in a timely manner at no charge to Enervee all content, graphic files, Partner Brand information and other information and resources of Partner reasonably required by Enervee for the performance of its obligations under this Agreement.

4.2. Accounts. Partner shall be responsible for the security of its Administrative Users’ accounts and passwords, and shall promptly notify Enervee of any unauthorized use of any password or account or any other known or suspected breach of security. Partner shall be responsible for the acts or omissions of its Administrative Users in connection with the use of, and access to, the Services.

4.3. Feedback. Partner shall provide Enervee with prompt written notification of any comments or complaints about the Services that are made to Partner by Customers, and of any problems with the Services or their use that Partner becomes aware of during the Term.

Accordingly, Enervee shall provide Partner with any feedback received by Customers and of any problems with the Services that Enervee becomes aware of during the Term.

4.4. Assistance to Enervee. Partner shall provide reasonable assistance and access to Enervee to the limited extent necessary to enable Enervee to perform its obligations under this Agreement, including any obligations with respect to an Order Form.

5. FEES AND EXPENSES; PAYMENTS.

5.1. Fees. Partner shall pay to Enervee, without offset or deduction, all fees required by each Order Form and payment schedule. Enervee shall submit invoices to Partner according to the relevant payment schedules indicated on the applicable Order Form, and each invoiced amount will be due and payable within 30 days of the invoice date. Enervee shall not suspend any part of the Services where Partner is reasonably disputing any amount due to Enervee.

Any terms and conditions included in a Enervee invoice shall be deemed to be solely for the convenience of the Enervee, and no such term or condition shall be binding upon the Partner. Late payments more than 30 days past due will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid

5.2. Taxes. Partner shall be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Enervee’s income), and any related penalties and interest for the grant of license rights hereunder, or the delivery of related services. Partner shall make all required payments to Enervee free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Enervee shall be Partner’s sole responsibility, and Partner shall, upon Enervee’s request, provide Enervee with official receipts issued by the appropriate taxing authorities, or such other evidence as Enervee may reasonably request, to establish that such taxes have been paid.

5.3. Audit. Enervee shall maintain accurate records of all fees billable to, and payments made by, Partner in a format that will permit audit by Partner 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 Enervee shall survive the termination of this Agreement.

5.4. Invoice Disputes. If Partner disputes in good faith any portion of an invoice or any other amount due under this Agreement, Partner shall notify Enervee in writing within 30 days after receipt of the invoice with an explanation of the nature of the dispute. Unless a written notice of a dispute as to invoiced or due amounts is received by Enervee within such 30-day period, the invoice or amount due shall be deemed correct and payable in full by Partner.

6. CONFIDENTIAL INFORMATION.

6.1. Ownership of Confidential Information. As between the Parties, all Confidential Information is and shall remain proprietary to the disclosing Party.

6.2. Mutual Confidentiality Obligations. Each Party agrees (i) to use Confidential Information disclosed by the other Party only as described herein; (ii) to protect the other Party's Confidential Information with the same standard of care it uses to protect its own Confidential Information, but in no event less than reasonable care, (iii) not to disclose the other Party’s Confidential Information without its prior written consent to any third party except as provided in Section 6.3.

6.3. Permitted Disclosures. Notwithstanding the above, a Party may disclose the Confidential Information of the other Party (i) to such personnel, agents, consultants, attorneys or professional advisors of the disclosing Party or its prospective or actual investors, financiers, successors or assigns, if any, who have a bona fide need to access such information and are bound by confidentiality obligations at least as protective as those set forth in this Article 6 and (ii) to the limited extent required to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall if permitted by applicable law first have given written notice to the other Party and made a reasonable effort to seek protective treatment of the Confidential Information to be disclosed. It is understood that Partner 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 Enervee’s Confidential Information, Partner shall notify Enervee of the request and the date that such records will be released to the requester unless Enervee obtains a court order enjoining that disclosure. If Enervee fails to obtain a court order enjoining that disclosure, Partner will release the requested information on the date specified.

6.4. Confidentiality Exceptions. Notwithstanding the
foregoing, the provisions of Article 6 shall not apply to Confidential Information that: (i) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (v) is independently developed by the recipient.

6.5. Terms of Agreement. Each Party shall be entitled to disclose to third parties the existence of this Agreement. Partner will cooperate to redact certain terms in the Statement of Work that Enervee may deem sensitive confidential information or trade secrets of Enervee, subject to Section 6.3 above.

6.6. Equitable Relief. In the event of a breach or threatened breach of this Article 6 by either Party, each Party agrees that remedies at law may not be adequate to protect the non-breaching Party and the non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief to enforce the provisions hereof and shall be entitled to recover from reasonable attorneys’ fees incurred in connection therewith. Notwithstanding the foregoing, the remedies in this Section 6.6 shall not be the exclusive remedies for a breach of this Article 6.

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7. REPRESENTATIONS AND WARRANTIES.

7.1. General Representations. Each Party represents and warrants that (i) it has the rights, power and authority necessary to enter into this Agreement; and (ii) this Agreement, when executed and delivered by the other Party, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. Enervee represents and warrants that: (a) it is in the business of providing the Services; (b) the Services are fit for the ordinary purposes for which they will be used; (c) it acknowledges that Partner is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to Partner; (d) it knows the particular purpose for which the Services are required by Partner; (e) it is the lawful licensee or owner of the Services (excluding any Partner Data therein) and has all the necessary rights in the Services to grant the use of the Services to Partner; (f) the Services and any other work performed by Enervee 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; (g) 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; (h) it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards; (i) it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation; (j) it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (k) 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 (l) 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.

7.2. Service Warranty. Enervee represents and warrants that the Services will conform in all material respects to the requirements set forth in an Order Form, Exhibit C- Service Level Agreement, and the Documentation; provided, however, that Enervee does not warrant that the Services will be error free or will operate without interruption.

Partner’s exclusive remedy for any breach of this Section 7.2 shall be the discounts set forth in Exhibit C, provided, however if Enervee fails to meet the Service Levels for three (3) consecutive months, Partner may opt to terminate this Agreement, including all Order Forms in accordance with Section 10.2

8. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF
LIABILITY.

8.1. Partner Data and Third Party Data. Enervee makes no representations or warranties regarding any Partner Data or Third Party Data made available in connection with the Services. Enervee is not responsible for the accuracy, reliability, legality or validity of any Partner Data or Third Party Data.

8.2. Disclaimer. Except as expressly represented or warranted in Article 7, the Third Party Data is provided “as is,” and Enervee disclaims any and all other promises, representations and warranties, whether express or implied.

8.3. Exclusions of Remedies; Limitation of Liability. IN NO EVENT

WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY

INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE

DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS,

LOSS OF USE, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE NATURE OF THE CLAIM; PROVIDED,

HOWEVER, THAT ENERVEE WILL BE LIABLE FOR THE FOLLOWING

COSTS AND EXPENSES INCURRED BY PARTNER IN CONNECTION WITH THIRD PARTY CLAIMS IN CONNECTION WITHABREACHOF SECTION 3.2

OR EXHIBIT A, NOTWITHSTANDING THAT SUCH DAMAGES MAY BE
CONSEQUENTIAL IN NATURE: (1) THE COST OF PREPARING AND
DELIVERING NOTICES TO AFFECTED INDIVIDUALS; (2) THE COST OF

PROVIDING CREDIT MONITORING SERVICES OR OTHER CREDITS OR BENEFITS EXTENDED TO AFFECTED DATA SUBJECTS; (3) REASONABLE ATTORNEYS’ FEES ASSOCIATED WITH INVESTIGATION, REMEDIATION AND RESPONSE; AND (4) LIABILITY TO THIRD PARTIES THAT PARTNER

INCURS IN CONNECTION WITH THE BREACH (SUCH AS AMOUNTS PAID

OR FOR WHICH PARTNER IS LIABLE TO THIRD PARTIES IN TORT OR ARISING OUT OF CONTRACTS. EXCEPT IN THE CASE OF FRAUD, GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT, BREACH OF

CONFIDENTIALITY OBLIGATIONS, OR INTELLECTUAL PROPERTY

INFRINGEMENT, THE CUMULATIVE LIABILITY OF ENERVEE TO PARTNER

FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF EITHER (A) TWO TIMES (2X) THE FEES PAID TO ENERVEE BY PARTNER DURING THE 12-MONTH PERIOD

PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR (B) THE

MAXIMUM POLICY LIMITS OF THE INSURANCE COVERAGES PROVIDED IN SECTION 3.8 IF SUCH CLAIM IS COVERED BY SUCH INSURANCE COVERAGE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY

WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS
AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

9. INTELLECTUAL PROPERTY INFRINGEMENT

9.1. Defense of Infringement Claims. Enervee will, at its expense, either defend Partner from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Partner alleging that Partner’s use of the Services infringes or misappropriates any United States patent, copyright, trade secret, or trademark during the Service Term if: Partner gives Enervee prompt written notice of the Claim; Partner grants Enervee full and complete control over the defense and settlement of the Claim; Partner provides assistance in connection with the defense and settlement of the Claim as Enervee may reasonably request; and Partner complies with any settlement or court order made in connection with the Claim (e.g., relating to the future use of any infringing Services). Partner will not defend or settle any Claim relating to the Services without Enervee’s prior written consent. Partner will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Enervee will have sole control over the defense and settlement of the Claim.

9.2. Indemnification of Infringement Claims. Enervee will indemnify Partner from and pay all damages, costs, and attorneys’ fees finally awarded against Partner in any Claim under Section 9.1; all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Partner in connection with the defense of a Claim under Section 9.1 (other than attorneys’ fees and costs incurred without Enervee’s consent after Enervee has accepted defense of the Claim); and all amounts that Enervee agrees to pay to any third party to settle any Claim under Section 9.1.

9.3. Exclusions from Obligations. Enervee will have no obligation under this Article 9 for any infringement or misappropriation to the extent that it arises out of or is based upon use of the Services by Partner for purposes not intended or outside the scope of the limited right to use the Services granted to Partner; Partner’s failure to use the Services in accordance with instructions provided by Enervee, if the infringement or misappropriation would not have occurred but for DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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such failure; or any modification of the Services not made or authorized in writing by Enervee where such infringement or misappropriation would not have occurred absent such modification.

9.4. Conditions to Infringement Indemnity. Enervee’s
infringement indemnity obligations under this Article 9 are conditioned on Partner's agreement that if the applicable Service becomes, or in Enervee’s opinion is likely to become, the subject of a Claim covered by this Article 9, Partner shall permit Enervee, at Enervee’s option and expense, to either procure the right for Partner to continue using the affected Service or replace or modify the same with a non-infringing functional equivalent. If the foregoing alternatives are not available to Enervee on terms that, in its judgment, are reasonable, Enervee shall have the right to require Partner to cease using the affected Service in which case Enervee shall refund to Partner that portion of the fees paid for Services not yet provided.

10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement (the “Term”) will commence on the Effective Date and will continue until the date on which all Services contemplated under all Order Forms have been completed, unless earlier terminated in accordance with this Article

10. Any termination of an Order Form shall not result in termination of any other Order Form(s) or this Agreement. However, any termination of this Agreement shall result in termination of all then-pending Order Form(s).

10.2 Termination for Breach. Either Party may terminate this Agreement in the event of a material breach by the other Party by providing written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based.

The breaching Party shall have a right to cure such breach within 30 days of receipt of such notice and this Agreement shall terminate in the event that such cure is not made within such 30-day period.

10.3 Termination without Cause. After one (1) year, Partner may terminate this Agreement and/or any Order Form(s) at any time and for any or no reason upon ninety (90) days’ written notice to Enervee.

In the event of such termination, Enervee shall be entitled to 20% of the unpaid fees due for the remainder of the Term if the Agreement had not been terminated.

10.4 Transition. Enervee will provide to Partner and / or to the consultant selected by Partner (“Successor Consultant“) assistance reasonably requested by Partner to effect the orderly transition of the Services, in whole or in part, to Partner or to Successor Consultant (“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. Unless otherwise instructed by Partner, upon expiration or termination of this Agreement and/or any Order Form(s), Enervee will do the following at no additional charge: (a) within ten (10) business days, meet and confer with Partner and discuss the manner and method Enervee will return all Partner Confidential Information and Partner Data to Partner, it being agreed that such material shall be provided to Partner in human readable format unless otherwise specifically approved in advance and in writing by Partner; (b) continue to provide the Services to Partner until the effective date of such expiration or termination provided Partner continues to pay for the Services through such date; (c) wind down the Services in a professional and cost-effective manner, and (d) within thirty (30) days, refund to Partner all pre-paid, unused fees. This Section shall survive the termination of this Agreement.

10.5 Suspension of Access. Enervee may suspend access to any or all of the Services in the event any amount due under this Agreement is not received by Enervee within 30 days after it was due and Enervee has provided Partner with written notice (in addition to the original invoice) of the past due amount.

10.6 Termination Upon Bankruptcy or Insolvency. Either Party may, at its option, terminate this Agreement upon written notice to the other Party, in the event: (i) the other Party becomes insolvent or unable to pay its debts when due; (ii) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.; or (iii) the other Party discontinues its business.

10.7 Effect of Termination. Upon any termination of this Agreement: (i) Partner shall immediately discontinue all use of the Services and any Enervee Confidential Information; (ii) Partner shall delete any Enervee Confidential Information from Partner’s computer storage or any other media including, but not limited to, paper files and online and off-line libraries; (iii) Enervee shall, at Partner’s direction return or delete any Partner Confidential Information and Partner Data (to the extent allowable by law) from Enervee’s computer storage or any other media including, but not limited to, paper files and online and off-line libraries; (iv) each Party shall discontinue use of the other Party’s Brand; and (v) Partner shall promptly pay to Enervee all amounts due and payable hereunder. This Section 10.5 shall only require each Party to delete Confidential Information from off-site physical back-up in the ordinary course of business, provided that such Confidential Information shall remain subject to the terms of Article 6.

10.8 Survival. The provisions of Articles 1, 2.3, 2.5, 2.6, 5, 6, 7, 8, 9, 10.4, 10.7, and 11 shall survive the termination of this Agreement.

11. MISCELLANEOUS.

11.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties and supersedes all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither Party shall be bound by any conditions, inducements or representations other than as expressly provided for herein. All terms of use, terms of service, end user license agreements, shrink-wrap, click-wrap and browse-wrap terms of any kind that may accompany the Service or be required to be clicked, accepted or acknowledged before a User may access or use the Service are specifically refused by Partner; accordingly, such terms are expressly excluded from and superseded by this Agreement.

11.2 Independent Contractors. In making and performing this Agreement, Partner and Enervee act and will act at all times as independent contractors, and nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them. Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of, the other Party.

11.3 Notices. All notices relating to this Agreement shall be in writing and addressed as follows:

Enervee Corporation
10000 Washington Blvd, 6th Floor
Culver City CA 90232
Attention: General Counsel
Email: [email protected]
Silicon Valley Clean Energy Authority
333 W. El Camino Real, Suite 290
Sunnyvale, CA 94087
Attention: Chief Executive Officer
Email: [email protected]
With CC to: [email protected]
Notice will be deemed given upon: (i) personal delivery or delivery confirmed by an overnight courier, (ii) the second business day after DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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mailing by certified U.S. mail or upon confirmation of delivery by the U.S. Postal Service or (iii) recipient’s acknowledgement of receipt if sent by email.

11.4 Amendments; Modifications. This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.

11.5 Assignment; Delegation. Neither party may assign its rights, duties, or obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of, or otherwise is bound by, the assigning party’s obligations under this Agreement.

11.6 No Third Party Beneficiaries. The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

11.7 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions of this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.

11.8 Waiver. No waiver under this Agreement will be valid or binding unless confirmed in writing by the Party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.

11.9 Force Majeure. Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party’s reasonable control, including, by way of example, war, acts of terror, earthquake, riot, fires, labor disturbance, floods, epidemics, failure of public utilities or public transportation systems, Internet disturbance, denial of service attacks or acts of governmental bodies, such failure or delay will not be deemed to constitute a breach of this Agreement, provided that if such Party is prevented or delayed from performing for more than 90 days, the other Party may terminate this Agreement upon 30 days’ prior written notice. Without limiting the foregoing, Enervee shall not be liable for any delay in performing or failure to perform its obligations hereunder as a result of Partner’s delays, acts or omissions.

11.10 Governing Law; Dispute Resolution. This Agreement will be governed by and interpreted in accordance with the laws of the State of California with venue in Santa Clara County.

11.11 Conflict Of Interest. Enervee 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 violate any conflict of interest statutes of the State of California applicable to Enervee’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000 et seq.) and Government Code Section 1090. Enervee shall incorporate a clause substantially similar to this section into any material subcontract that Enervee executes during the Term in connection with any subcontractors furnishing services primarily for the performance of this Agreement (and excluding any subcontractors or vendors that furnish services for Enervee and its customers in general). Enervee understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Enervee to make certain governmental decisions or serve in a staff capacity, as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

11.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement. A copy of this Agreement delivered by email or other electronic means shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

11.13 Interpretation. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement. The terms “include”, “includes” and “including” shall be deemed followed by the words “without limitation,” and the term “or” is not exclusive. The words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

11.14 Attorneys’ Fees and Costs. In any 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.

11.15 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.

Enervee will cooperate with any Partner consultant performing services, and all parties supplying hardware, software, communication services, and other services and products to Partner.

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

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

11.18 No Recourse against Constituent Members of Authority.

Partner is organized as a Joint Powers Partner in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement, and is a public entity separate from its constituent members. Partner shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement.

Enervee shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Partner’s constituent members in connection with this Agreement.

11.19 Non-Discrimination. In the performance of this Agreement, Enervee 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 or other basis prohibited by law.

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11.20 Final Payment Acceptance Constitutes Release. The acceptance by Enervee of the final payment made under this Agreement shall operate as and be a release of Partner from all claims and liabilities for compensation to Enervee for anything done, furnished or relating to Enervee’s work or services. Acceptance of payment shall be any negotiation of Partner’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 Partner shall not constitute, nor be deemed, a release of the responsibility and liability of Enervee, 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 Partner for any defect or error in the work prepared by Enervee, its employees, subcontractors and agents.

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

11.22 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.

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

11.24 Inclusion of Non-Participating Agencies. Enervee agrees to extend the terms of this Agreement, inclusive of a non-profit discount on license fees, to other interested community choice energy programs, with such non-profit discounts subject to the scope of services (including but not limited to duration of contract, modules, marketing campaigns, etc.) requested by such non-profit entities. While this clause in no way commits these agencies to contract with Enervee, nor does it guarantee any additional orders will result, it may allow other agencies, at their discretion, to make use of Partner’s competitive process (provided said process satisfies their own procurement guidelines) and enter into a contract directly with Enervee. All contracts entered into by other agencies shall be understood to be transactions between that agency and Enervee; Partner shall not be responsible or liable in any manner for any such contracts.
[End of terms.]

SIGNATURES ON FOLLOWING PAGE

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

Recommended for Approval:

CLIENT
Signature:

Name: Don Bray
Title: Director of Account Services &
Community Relations
Date:

Recommended for Approval:

CLIENT
Signature:

Name: Don Eckert
Title: Director of Finance & Administration
Date:

Approved

ENERVEE
Signature:

Name: Luis I Castro
Title: Director of Growth
Date:

Approved

AUTHORITY
Signature:

Name: Girish Balachandran
Title: Chief Executive Officer
Date:

APPROVED AS TO FORM

COUNSEL FOR AUTHORITY
Signature:

ATTEST:

AUTHORITY CLERK
Signature:

DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD 4/14/2020
4/14/2020
4/15/2020 4/15/2020
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Enervee Master Service Agreement January 2019
NYACTIVE-18510279.1

EXHIBIT A
Data Protection and Disaster Recovery
This Exhibit A sets forth the safeguards that Enervee has in place in order to protect the confidentiality and integrity of Partner Data held by Enervee.

Enervee shall maintain data protection and disaster recovery standards at least as stringent as this Exhibit A during the term of the Agreement.

A. DATA PROTECTION AND SECURITY:

Enervee shall have in place information security safeguards that are designed to conform to or exceed industry standard practices regarding the protection of the confidentiality, integrity and availability of Partner and customer information. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit.

Overview. Enervee uses a defense-in-depth strategy designed to secure Personal Information and usage and billing data received from Partner or its Customers (“Customer Data”). This is achieved by reference to the National Institute of Standards and Technology (NIST) Risk Management Framework (to include the recently released NISTIR 7628 Guidelines for Smart Grid Cyber Security) as the foundation of our Information Security Program.

Managerial, operational, and technical, security controls are implemented by Enervee to protect the confidentiality, integrity, and availability of Partner and customer data are derived from the NIST SP 800-53 and NISTIR 7628 control families.

Compliance with Personal Information Laws. Enervee shall process Personal Information disclosed by Partner to Enervee in connection with the Services (“Partner Personal Information”) in compliance with Personal Information Laws and shall not (1) sell, as that term has been defined in the CCPA, Partner Personal Information, or (2) retain, use or disclose Partner Personal Information (i) for any purpose other than for the specific purpose of performing the Services, or (ii) outside of the direct business relationship between Enervee and Partner, Enervee hereby certifies that Enervee understands the restrictions set out in this Exhibit A regarding Partner Personal Information and will comply with them.

Data Storage. Customer data is stored at independently verified SSAE-16 / SOC I Type II certified Tier-III data centers. The data centers’ physical and environmental security includes industry-leading network hardening and active monitoring, digital security video surveillance, 24/365 on-site security staff, and biometric access control.

Role-Based Logical Access Control. Enervee employs role-based access controls to servers containing Customer Data. Authorized employees must use individual account and authentication credentials to gain access to Customer Data. Enervee controls access to back end servers through authentication handled with key-based SSH sessions. Authorization is done on a least privilege model.

Information Classification and Handling. Enervee classifies information assets using specific sensitivity labels and handling procedures so that appropriate security controls are applied to Customer Data.

Secure Data Transfer. Enervee requires that all Customer Data containing Personal Information transmitted to or from the Enervee information system use approved secure transfer processes such as Enervee’s secure file transfer protocol (SFTP) and Enervee’s Data Transfer Specification. Data traversing the SFTP connection is authenticated and encrypted during transmission.

Secure Web Communications. Enervee’s Website Portal and Customer Service Application utilize HTTPS for securing web server to web browser communications using a Transport Layer Security (TLS) encrypted 256-bit certificate signed by an approved Certificate Authority. This establishes the encryption of the session, designed to protect the transmitted data between the end-user and the application.

Network and Security Monitoring. Enervee’s infrastructure incorporates firewalls, intrusion detection systems, intrusion prevention systems, vulnerability management tools and other technologies designed to monitor for network security events.

Vulnerability Assessments. Enervee performs periodic internal and external web application and network vulnerability assessments that include the use of independent third-party assessors as part of its continuous monitoring program to assess the application and operation of its security controls The scope of these audits includes assessment of compliance with Open Web Application Security Project (OWASP) Top 10 Web Vulnerabilities (www.owasp.org). Enervee will use commercially reasonable efforts to promptly install applicable security patches and updates.

Website Portal Security Controls and Procedures:

User Authentication. Access to the Enervee Website Portal and Customer Service Application requires a valid unique user ID and password combination, along with 2 factor authentication, which are encrypted via TLS while in transmission.

Security Controls: The Enervee Website Portal and Customer Service Application include the following security controls:
• Unique user IDs so that activities can be attributed to the responsible individual.
• User lock-out controls after consecutive failed login attempts. • Controls to terminate a User session after a period of inactivity. • Password complexity requirements.

Security Procedures, Policies and Logging: The Enervee Website Portal and Customer Service Application are operated in accordance with the following procedures to enhance security:
• User access log entries will be logged
• Logging will be kept for a minimum of 90 days.
• Logging will be kept in a secure area to prevent tampering. • Passwords are reset to a random value (which must be changed on first use) and delivered automatically via a secure delivery method to the requesting user.

Viruses: The Enervee Platform has been designed to detect and quarantine viruses on both employee computers and servers.; All email attachments are scanned for viruses. Employee computers are scanned daily for viruses.

All Linux servers are scanned weekly for viruses.

Incident Response. In the event of a security breach, Enervee’s System Administration Team and Security Team will perform a risk-based assessment of the situation and develop appropriate mitigating strategies in accordance with Enervee incident response procedures, which include contacting the Partner.

Security Plan Changes. Enervee periodically updates and implements enhancements to the Information Security Program, and may add or modify security controls, procedures, policies and features. These additions and modifications will not make the Information Security Program less protective than it was on the effective date of the Agreement in any material respect.

Hosted Services. The Enervee Platform utilizes industry-leading hosted storage and application services, such as Amazon Web Services, that DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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employ security practices that meet or exceed the practices described in this exhibit. For more information on Amazon Web Services security practices, see http://aws.amazon.com/security/security-resources.

B. DISASTER RECOVERY:

Production Site Recovery Methodology:

Overview: Enervee’s Primary data centers provide production services for the Enervee Platform and geographically separate disaster recovery (“DR”) data center(s) provide(s) recovery services if needed as a result of a disaster. All data received from Partner or Customers for purposes of the Enervee Platform is maintained in both the primary data centers and the DR data center(s).

Hardware: All data centers utilize carrier-grade components designed to support high level of availability and performance. Extensive use of high availability servers and network technologies, combined with multicarrier and carrier-neutral network strategy, mitigate the risk of single points of failure and provide a highly resilient environment.

Data Replication / Backups: Enervee performs remote data replication of all production data to a geographically remote DR site.

Specifically, nightly backups are performed at all the production data centers and backups are made at Enervee’s remote DR data center as follows:
• Disk Backup Schedule- Weekly Full/Nightly Incremental • Site to Site Backup Schedule – Nightly
Should there be a catastrophic failure at a primary data center or another type of disaster affecting that facility, Enervee would initiate its disaster recovery process. Recovery would be performed at Enervee’s primary data centers if the recovery could be completed within Enervee’s recovery time objective (“RTO”) and recovery point objective (“RPO”). If recovery could not be completed at Enervee’s primary data center within the RTO and RPO, recovery would be performed at Enervee’s remote DR data center(s).

Data Center Recovery Planning Progress:

As a part of developing a viable disaster recovery plan and program for the production environment and platforms, Enervee conducts periodic disaster recovery exercises.

The scope of the disaster recovery exercise is to validate the ability to recover production data from a primary data center to the DR data center utilizing developed operational and disaster recovery procedures and documentation. Key elements of proof currently include:
• Network access
• Hardware and / or server component accessibility.
• Application accessibility
• Data currency (RPO)
• Plan elements are reviewed and updated
• Task, script and procedures remain current
Data Center Facilities:

Enervee services run from enterprise-grade data centers. Cameras provide interior and exterior surveillance, monitored by onsite security guards around the clock. Various combinations of Card-key access, PIN-based & bio-metric system restrict access to and within the data center. Electrical power, telecommunications, and environmental systems (cooling, fire suppression, etc.) are redundant with uninterruptible power supply units, generators, and water supplies available for emergency use. Heat, smoke, fire detection and suppression systems are strategically located throughout the facility. Building logic control systems monitor temperature, humidity, and other environmental conditions. Notification via email/paging mechanisms and onscreen dashboards display all critical functions and any alarm conditions.

Power:

Enervee’s solution is designed to offer an uninterrupted power supply while the load is being transitioned to emergency/generator power in the case of a utility outage. Both the primary and the DR data centers have power capacity to support the load for the entire facility for a minimum of 48 hours on emergency generator power with multiple vendors to supply fuel as required. In the event of a critical data center facility service impacting failure or disaster, Enervee has the ability to transition to a data replicated, geographically diverse DR data center.

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EXHIBIT B:

SERVICE LEVEL AGREEMENT
Service Availability
Enervee will maintain a Monthly Uptime Percentage of at least 99% during each month. Here “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes in which the Enervee Platform was unavailable, not including any Enervee scheduled or emergency maintenance periods. In the event that Enervee does not meet this service level commitment, Partner will receive a discount for that billing cycle according to the rules below. These discounts will constitute Partner’s sole remedy, and Enervee’s sole liability for any failure to meet Enervee’s service level commitment.

Less than 99% but equal to or greater than 97.0% monthly uptime:
3% discount
Less than 97.0% monthly uptime:
5% discount
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EXHIBIT C:

SOW ENERVEE APPLIANCES CHOICE ENGINE

1. Appliances Choice Engine
The Appliances Choice Engine is a custom, fully automated appliance and product recommendation platform. Appliances brings together all the data Customers need to make an informed decision - pricing, features, efficiency, popularity and user reviews - into the single most comprehensive selection of products and information available online.

Appliances is designed to help Customers quickly and easily find the most efficient and therefore cost-saving appliances that meet their unique requirements. It drives continuous engagement and positions the Partner as a trusted advisor in the consumer’s appliance purchase decision. Appliances leverages the data pulled from the largest online retailers and manufacturers each day and compiles this information into a simple product card displaying the most important shopping information for consumers in a mobile friendly way.

Enervee will create, operate and manage a geo-targeted, Partner-branded version of the Choice Engine platform that has a fully responsive and mobile-first design. The Choice Engine will be hosted by Enervee’s hosting service (provided by Amazon Web Services) and will be available on the efficientchoice.com domain.

Consumer-facing information and services on the site will include:
● Products, in the selected categories by Partner, for sale through online retailers updated daily.

During implementation SVCE can choose which categories to include from Enervee’s catalog. ● An “Enervee Score” rating the energy efficiency for every product derived according to Enervee’s scoring system.
o Enervee commits to working with SVCE and other Enervee customers to incorporate additional environmental attributes into the Enervee Platform, including factoring in the carbon intensity of the appliance’s energy source (electricity or natural gas), and the ability of the appliance to be networked and utilize utility-provided information such as time of use rates, dynamic pricing, and demand response signals. ● Online sales offers, with pricing, and user reviews from Amazon.com, Best Buy, Home Depot, Sears, Lowe’s and many others.
● User reviews are aggregated across all participating retailer into a single 5-star score. ● “CLEARCOST” which adds estimated energy consumption costs to the lowest online listed purchase price for every product. Clear Cost is based on average Client residential rates as provided by Client.
● “YOUSAVE” which estimates the lifetime energy cost savings of a product compared to the baseline model of that size class.
● Leverage an SVCE-owned and provided URL at an extra cost. The included standard URL is partner.efficientchoice.com/org
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● Leverage an SVCE-provided marketplace name
● Apply branding leveraging SVCE brand guidelines following the platform configuration options defined in the implementation workbook
● Manage an appliance and equipment catalog including a variety of large and small appliances; Enervee may offer additional product categories in the future that SVCE can decide to add to the Marketplace Application.
o All product categories, including additions and deletions, to be approved by SVCE o New categories will be offered to SVCE as they become available, as optional categories to be included in the SVCE platform. These new categories will have an implementation fee that shall be agreed upon as the categories are requested by SVCE. ● Provide option for customers to received quotes from local installers through HomeAdvisor with Contractor add on
● Enable referral purchase capabilities for products and services, with communication of SVCE rebates and incentives available and how to redeem them. SVCE must provide rebate criteria in the implementation workbook. New rebate setup requests after launch incur fees. ● Coordinate with other SVCE vendors/partners to allow for integration between solutions and applications, as appropriate and mutually agreed to (e.g., embedding links to other websites, creating site content, sending customer communications, etc.). Some requests may require additional fees. In that case any fees will be identified and approved in writing by SVCE before the work is done.

DELIVERABLES DESCRIPTION
Service Enervee will set up and customize a geo-targeted, Partner-branded version of Enervee Appliances.

ENERVEE APPLIANCES PLATFORM
Mobile First
Design
Mobile first design with product cards. Each card gives the visitor key information on the price, user reviews and efficiency of a product.

Features and
Functions
Favorite a product, save a search, sort and filter product listing, click to retailer offer, view product specifications, view product reviews, FAQs
Enervee Score® Enervee Appliances provides a unique scoring system from 0-100, the Enervee Score, for electronics, appliances and lighting. The dynamic scoring is designed to help shoppers make a better decision when it comes to choosing their next appliance by comparing the energy efficiency between comparable models. (https://enervee.com/score/) CLEARCOST CLEARCOST shows the projected total costs of owning an appliance over its useful lifetime based on purchase price, Partner energy rates and usage profile.

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Accessibility Enervee builds its products in accordance with ADA requirements and shall maintain website in a manner accessible to persons with disabilities.

New Categories As new categories become available for the Appliances Choice Engine, Partner will be able to add those categories to their Appliances Choice Engine. Adding new categories generate additional costs to the original scope of the platform, which result in a $7,500 (non-profit pricing) implementation fee and a $5,000 (non-profit pricing) annual fee.

SET UP AND CUSTOMIZATION
Standard branding and configuration options for Enervee Appliances are outlined through an Implementation Workbook (EXHIBIT G). High-level considerations are outlined below:

Branding Enervee incorporates branding elements throughout Homepage and other Enervee Appliances pages to ensure branding alignment including name, logos, color palette, images, default Enervee Appliances elements and copy. Partner provides brand guidelines.

Technical Set up platform, platform data management and profile data management Quality testing before deployment
Hosting Enervee hosts the Appliances site at a custom URL. i.e. partnername.efficientchoice.com.

Tracking Set up tracking of user activities on Enervee Appliances. Partner integrates re-marketing pixel.

Region, Language,
Currency
Partner Region, US English, US Dollar
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EXHIBIT D:

SOW ENERVEE CHECKOUT

1. Checkout
Selling directly to customers can make sense when consumers want to make a quick decision, or the utility wants to supply the product. For these situations, there's Enervee Checkout - an integrated direct-sales application. The Checkout API extension allows the fastest and most convenient way to purchase products with rebates instantly through the Appliances Choice Engine. The Checkout functionality allows active and validated customers to purchase Partner-approved products with an instant rebate discount applied at the time of purchase.

Source, secure, and manage all participating product and service suppliers, manufacturers, and distributors
o Identify, contract, price, and manage any order fulfillment logistics and related system functionalities as required
o Enable inclusion of products sourced and fulfilled via SVCE as mutually agreed. New and non-existing categories requested to be sold via Checkout, might incur additional fees, depending on the type of category.

Source, secure, and manage product fulfillment vendor(s) for direct-purchase products and services
o Act as an affiliate referrer for certain products or services o Send all order confirmations via email to customers with branding as approved by SVCE ● Enable access to available manufacturer promotions as mutually agreed Track and monitor rebates issued to customers

DELIVERABLES DESCRIPTION
Service Enervee will set up and customize a geo-targeted, Partner-branded version of Enervee Checkout

ENERVEE CHECKOUT
Setup
Enervee will send a product list of energy-star certified products that will be available for purchase for approval. Any changes to the initial set up are defined as change requests and will be charged separately based on efforts. Changes only happen with SVCE’s approval of scope and costs. Efforts are defined as the number of hours required to make any changes, new requests or additional software development. Enervee’s hourly rate for changes, requests or software development is $200/hr.

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Categories
The initial set-up will include up to three categories with products available to purchase:

Thermostats, Lightbulbs and Power strips. Other categories may be added at a later date by Enervee with SVCE’s approval. The lightbulbs category will consist of minimum 15 energy star light bulbs products available for purchase. The thermostats category will consist of minimum 8 energy star thermostats. The Power strips category will consist of a minimum of 2 energy star brands.

This is all dependent on the utilities rebate requirements. Any changes to the initial set up like additional categories are defined as change requests and will be charged separately based on efforts. Changes only happen with SVCE’s approval of scope and costs. Efforts are defined as the number of hours required to make any changes, new requests or additional software development. Enervee’s hourly rate for changes, requests or software development is $200/hr.

Products
Enervee maintains the product catalog including price updates. Adding products or taking products out are defined as change requests and will be charged separately based on efforts. SVCE is able to define the products to be included in the marketplace before the platform’s launch at no costs. Any other changes to product catalog shall be charged based on effort. Changes only happen with SVCE’s approval of scope and costs. Efforts are defined as the number of hours required to make any changes, new requests or additional software development. Enervee’s hourly rate for changes, requests or software development is $200/hr.

Shopping
Experience Through the Checkout API, items added to the cart from Enervee Appliances Choice Engine are transferred to a co-branded Checkout page hosted by one of our distributors.

The entire shopping experience remains seamless and efficient.

Order Experience
Customers will add items to their cart on Enervee Appliances Choice Engine. The customer will then proceed to Checkout and must complete a verification to be eligible for the instant rebate. If eligible, they will receive the rebate instantly, if not, they can continue to purchase at full cost. Our distribution partner will receive and fulfill these orders from the Enervee Appliances Choice Engine via the API.

Handling of
Returns Customers will contact the order support phone number (at an extra cost) and/or email listed on the Checkout page, Support page, and/or order packing slip with any inquiries regarding their order. The customer is responsible for all costs associated with returning orders not related to warehouse errors, damaged-in-shipment products, or defective items. These costs include restocking and/or shipping fees.

Rebate Invoicing
Enervee will invoice Partner at the beginning of every month for all rebates paid via Checkout. Enervee’s invoice will come with an attached report of every transaction made through Checkout, with detailed information of which products were sold and to whom those products were sold to.

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SET UP AND CUSTOMIZATION
High-level considerations are outlined below:

Technical Set up platform, platform data management quality testing before deployment Customer
Validation Enervee and Partner agree to kick-off Customer Validation via zip code matching.

Enervee and Partner will work together to implement flat-file integration for customer validation. Enervee needs to have a database of previous claimed rebates to prevent double dipping. The claim validation process will also be agreed upon and defined jointly by Enervee and Partner to prevent duplicate rebate payments and enforce rebate business rules.

Other Customer Validation forms may be agreed upon at a later date.

Hosting Enervee hosts the Checkout functionality under a custom URL i.e. efficient.partnername.com
Tracking Set up tracking of user activities during the Checkout process.

Region, Currency
and Language
Partner Region, US English, US Dollar
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EXHIBIT E:

IMPLEMENTATION RESPONSIBILITIES

1. Implementation Responsibilities Enervee
During Enervee Appliances implementation, Enervee will:
a) Provide Partner with Enervee team necessary to successfully implement Appliances platform as defined.
• Develop a detailed project schedule along with SVCE staff and contractors • Hold or participate in weekly check in meetings on project progress • Develop scripts and provide data for user acceptance testing • Fix all reported bugs impacting site performance within five (5) working days or as quickly as possible
• Perform testing with an automated and manual process, followed by a regression test that gets run prior to each release (using Rainforest QA) • Provide access to the Enervee Partner Portal and online dashboard b) Implement services defined for Partner
c.) Provide Choice Engine Implementation Workbook
d) Discuss and finalize Partner’s design and implementation details e) Guide Partner through program branding and content considerations f) Set up Enervee’s Engage Program (if service is included) The Enervee team roles and descriptions are listed here for reference. An individual may assume one or more roles.

Customer Success Manager
Primary point of contact for all pre-implementation activities and after Enervee Appliances Launch.

Focused on ensuring our Partners achieve their desired outcomes. Responsible for day to day contact, marketing decisions, platform performance tracking and optimization, Enervee impact surveys and Enervee support for independent impact assessment and strategic planning. Also responsible for implementing Enervee Appliances scope, project scheduling, resource management, technical dependency management, engineering coordination and test coordination. After Program launch, the Customer Success Manager will deliver results reports, drive ongoing optimization efforts, and closely monitor key milestones.

Customer Service Manager
Primary point of contact for customer support functions Engage Program Manager
Primary point to advise and manage Enervee Engage Program (if service is included) 2 Implementation Responsibilities Partner
During Enervee Appliances implementation, Utility partner will:
a) Provide Enervee with Partner team as described below b) Provide Enervee with all necessary information
c) Make decisions regarding corporate branding and content strategies associated with Enervee DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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solution
Partner is required to provide the resources to work on the implementation with the Enervee team. The responsibilities of these roles are defined in the table below. An individual may assume one or more roles. Partner must identify the individuals to assume these roles and communicate this information within 30 days of the execution of the SOWs.
d) Engage a third-party evaluation company prior to the launch of the Appliances site. The evaluator will quantify the efficient purchases influenced by the Appliances platform and the resulting gross and net energy savings resulting from those purchases, using a method consistent with regulatory requirements.
e) Conduct any regulator outreach that may be required to obtain regulatory approval to claim market-based savings post-pilot.

Project Owner
Primary point of contact for Enervee Appliances. Responsible for general communication, pilot/control selection, measurement and verification. Will have the authority to grant all approvals, assemble Partner’s implementation team, execute all documents and take all actions relating to the program on behalf of Partner.

Marketing Manager
Primary point of contact for Enervee Appliances with regard to marketing activities and needs.

Responsible for making all content and branding decisions for the Partner.

Technical Manager
Primary point of contact for Enervee Appliances with regard to technical activities and needs.

Responsible for technical decisions and actions required to integrate Enervee Appliances with Partner’s existing website.

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EXHIBIT F:

IMPLEMENTATION TIMELINES
Implementation Timelines
Enervee is using a phased approach for developing Choice Engine platforms. Each phase will have clearly defined objectives and deliverables. To ensure that all participating stakeholders at Partner and Enervee are in synch with the work stream for each phase of the project, we will have status calls at least once per week during customization of the platform.

1. TIMELINE APPLIANCES
Week 1-2, following contract signing

KICK OFF
Define Goals & Timing
Provide Content & Branding Guidelines
Partner delivers all Configuration Workbook responses
MILESTONE I: Configuration Workbook
Week 3-6, following contract signing

CUSTOMIZATION PHASE
Customize Design and Branding
Integration of electric and gas rates
Set up Testing Environment
FAQs, Terms & Conditions, Privacy Policy
MILESTONE II: Completed development of Partner Choice Engine in test environment Week 7-8, following contract signing

TESTING
Use Cases
Content & branding check
Fixing of any identified bugs
MILESTONE III: Sign off on launch
Week 9, following contract signing
MILESTONE IV: Go live

2. TIMELINE CHECKOUT

KICK OFF, Week 1-2, following contract signing
Define Goals & Timing
Partner delivers Customer Flat File list
Rebate invoicing scheduling
MILESTONE I: Deliverables sent to Enervee

CUSTOMIZATION PHASE
Set up Testing Environment
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MILESTONE II: Completed development of Partner Choice Engine in test environment by Week 3-6, following contract signing

TESTING
Use Cases
Content & branding check
Fixing of any identified bugs
MILESTONE III: Sign off on launch by Week 7-8, following contract signing MILESTONE IV: Go live by Week 9, following contract signing DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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EXHIBIT G:

OPERATIONS AND MAINTENANCE

DELIVERABLES DESCRIPTION
Partner Choice
Engine
Enervee will operate and manage the customized version of the Enervee Appliances platform after its deployment. All model, brand and price information, data sources and the Enervee Score will be continuously updated.

Surveys Enervee will conduct online surveys to Customers who have visited Enervee Appliances. The surveys will ask questions about the customer shopping journey and what impact Enervee Appliances had on his/her purchase decision. Survey results will be shared with Partner.

Data Management Regular quality testing, updates to Enervee Score and updating of new appliance models Technical Support Regular performance checks; issues related to technical support and maintenance are defined in EXHIBIT A, Data Protection and Disaster Recovery Hosting Hosting of Enervee Appliances platform and Enervee Appliances data Dashboard
Reporting
Enervee provides access to an online reporting dashboard with a number of detailed performance data elements as part of the SaaS agreement. Key metrics are tracked around site traffic and engagement. Enervee´s Customer Success Manager will do quarterly business reviews (QBRs) with Partner to discuss progress and results of the platform and surveys.

Software
Upgrades
Standard upgrades of the Choice Engine software (e.g. new functionality, etc) are included.

Custom functionality may have additional costs.

Supported
browser versions
For both desktop and mobile browsers, Enervee supports the latest two version of all major browsers (Chrome, Safari, Firefox & Edge) and up to IE11 for Internet Explorer.

3. CUSTOMER SERVICE
For Enervee, providing excellent customer service means going the extra mile in making sure a customer is happy and satisfied with a company’s products or services. It also involves providing service to a customer in a timely, pleasant manner. Enervee’s agents are well trained, experienced, and sitting in the same office as the Choice Engine data team for having an effective exchange of product, rebate, and platform information.
• Provide service level agreement for customer care channels to be mutually agreed upon with SVCE
• Handle all customer inquiries, via email or phone, that relate to the operation of the Marketplace Platform, including website and webpage assistance, product and service inquiries, fulfillment, charges, and any other inquiries directly relating to the Marketplace Application
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i. Redirect any non-Marketplace-Platform-related calls or emails to SVCE, or the appropriate party
ii. Manage all customer inquiries related to the Marketplace Platform redirected from SVCE to Enervee customer support service • Operate call center for Marketplace Platform, including live chat and email support, from 9 am – 5 pm Pacific Standard Time, Monday through Friday • Handle all customer inquiries relating to product installation or features and redirect to product manufacturer’s or other third-party affiliates on an as needed and as determined basis
• Handle all product returns and product return customer communications via Enervee’s fulfillment partner.
• Upon Client request, provide training to SVCE customer service staff or contractors so they are capable of addressing customer questions, including:
● One (1) free training session that includes how to use the Marketplace Platform ● One (1) free training session that includes customer service training to both promote the program and assist with common inquiries

3.1 PHONE SUPPORT SERVICE (OPTIONAL AT EXTRA COST)
Enervee offers optional live phone support center, which takes inbound calls for questions on products, assisting with rebate applications, or regarding the Choice Engine functionality.

3.2 LIVE PHONE SUPPORT & VOICEMAIL
o Enervee guarantees live phone support for all business days in the year with an unlimited number of minutes per month.
o Enervee will need thirty (30) days to set-up phone support, which includes training sessions for support agents, the set-up of the system with a dedicated number and the development/approval process for phone scripts and/or guides. o Customers can call the dedicated toll-free number from 9:00 AM to 5:00 PM Pacific Time (on request 9:00 AM to 5:00 PM Mountain Time or 12:00 PM to 8:00 PM Eastern Time), excluding major holidays, to speak directly to a rebate and Choice Engine support agent during business hours. Extended business hours can be set up on demand.
o The toll-free number will include a voicemail line for customers to call and leave a message during non-business hours and major holidays. All voice messages from customers will be returned within 72 hours, excluding major holidays or weekends. o The Partner will need to notify Enervee of any changes to the phone support set-up, specifically if there is expected to be an increasing volume of phone support minutes, with twenty (20) business days advance notice.

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o Enervee will track monthly minutes from all incoming calls to the toll-free number and any outbound phone calls to customers. Enervee agents will use judgement case by case on when it is a better customer experience to call or email. o Enervee stores MP3 recordings of the last six (6) months of call data. o Enervee can provide the MP3 call recording(s) upon request by The Partner. If the Partner's request is for a specific call and not for a time frame, it requires a full 10-digit phone number to be supplied to Enervee which Enervee will use to search for a recorded phone call.
o While Enervee can search by the phone number provided by the customer on the claim itself, Enervee cannot guarantee we can find that recording as the customer may have called Enervee from an alternate phone number.

MP3 recordings are delivered to The Partner using Enervee's SFTP server within fourteen (14) days.

Enervee will delete the files from our SFTP server thirty (30) days after they have been uploaded. The Partner must request the recording(s) fourteen (14) days in advance.

3.1 EMAIL SUPPORT
Enervee guarantees email support on all business days in the year, excluding the major holidays.

Customers can ask questions by using a dedicated support email address. Enervee has a target to respond to all personal communication with platform users within 24 hours but in some cases of high volume it may take up to 72 hours after initial contact.

3.2 MAJOR HOLIDAYS
o New Years Day
o Martin Luther King Jr. Day
o Presidents Day
o Memorial Day
o Independence Day
o Labor Day
o Veterans Day
o Thanksgiving Day
o Day After Thanksgiving Day
o (Black Friday) o Christmas

4. REPORTING

4.1 Standard Platform Reporting
Enervee provides Partner with Dashboard. Key metrics are tracked around site traffic and engagement.

Additional metrics or views can be added at an additional cost through Professional Services.

Enervee commits to schedule meetings with SVCE:
o Meetings may include the following topics: marketing, customer engagement strategies, development of project scopes and timelines, reviews of reports, application change requests, and program schedules.
o Host quarterly or as mutually agreed meeting to review Enervee roadmap and discuss SVCE-requested Marketplace Platform enhancements.

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4.2 Engage Acquisition Reporting
Enervee will provide a self-serve Partner reporting dashboard with these metrics:
● Total Ad
Impressions (If
applicable)
● Total Sessions
● Total Users
● Total Page Views
● Average Page per
Session
● Active Session rate
● Total Active Users
● Active User Rate

4.3 Customer Service Reporting
Email Conversations
Enervee provides The Partner the number of conversation threads, the average thread size, and the approximate number of emails sent per quarter.

4.4 Checkout Reporting

TYPE OF REPORT DESCRIPTION
Total Checkout Visitors Number of visits that visit the checkout product categories and pages
Total Sold Products Amount of product sold per category Returns Number of products returned per category
Net Revenue Report The following fields are included:

Order Number, Order Date, Order Status, Utility Name,
Customer Name, Customer Email, Shipping Address, City,
State, Postal Code, Product Category, Product Name,
Product SKU, Product Choice Engine Price, Product
Quantity, Gross Sales, Promotional Discounts, Total
Rebate Amount, Shipping Cost Paid By Customer, Net
Sales, Product Cost of Sal, Fulfillment Cost, Net Revenue, Utility Revenue Share
Incentives Claims Report Enervee will provide Partner with a monthly CSV data feed for settled incentives, which will include the following data fields: email, status, category, claim date, claim id, first name, last name, street number, route, unit, account, city, DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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state, postal code, payment method, amount, model
number, purchase date, price, product id, incentive id, store name, redemption date, payment date, adjustment
date, adjustment status, adjustment amount.
• Provide monthly reports by the 15th of each month for activity for the prior month, related to:
● Product purchases summary
● Customer information
● Product information
● Rebates summary
● Customer Satisfaction (CSAT)
Reports will be provided via secure SFTP.
• Provide additional reporting and measurements on KPIs upon request, as mutually agreed upon. Additional fees may incur for special non-standard reports.
• SVCE reserves the right to conduct CSAT studies on the solution, in addition to any reporting Enervee produces.

Performance Metrics
• In the case that CSAT is below a 4 (in a 1 – 5 scale) in a given month, work with SVCE to identify and resolve any issues in the customer experience, technical or otherwise, as soon as possible.
• Work with SVCE to identify other jointly beneficial metrics DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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EXHIBIT H:

PROFESSIONAL SERVICES
Enervee offers Professional Services for Enervee Choice Engine customization based on Partner’s needs.

All material requests that are not related to bug fixes on the Enervee product roadmap will be scoped and a proposal detailing hours, timeline and deliverables will be provided to Partner for review and approval.

Enervee releases new software product upgrades and new developments including change requests in six release days per year. Partner and Enervee are planning Professional Services and Change Requests efforts for the upcoming half year in a roadmap development meeting at the beginning of each quarter.

This enables Enervee to secure resources and synchronize the new developments with the software releases, Engage Program and/or the Partner marketing activities.

Following list is a non-exhaustive sample of product request examples that would be considered “out of scope”, and that would require Professional Services engagements:

Requests for addition of non-standard products and/or categories Requests for integration with dealers/retailers that Enervee does not have already built Requests for additional features or functions
Requests for customized event tracking or analytics
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EXHIBIT I:

CHOICE ENGINE SERVICES PACKAGES

DELIVERABLES DESCRIPTION
Partner Promotions
Optional
Product promotion possibilities on Enervee Choice Engine: up of a text and image native ad, separate ad for home page and for each category, tracking of clicks Contractor Option
Included with no
revenue share
Includes an integrated Contractor module to connect Partner customers with pre-screened local service professionals. Leveraging HomeAdvisor’s proven vetting system and methodologies, customers answer a few simple questions and are contacted immediately with a quote for the services they need. These services include installation of home EV chargers (including Level 2 chargers), HVAC upgrades and other appliance installations.

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EXHIBIT J:

PARTNER PROMOTION RESPONSIBILITIES
Partner confirms that it will endeavor to meet the requirements specified below for channels as applicable, making all necessary resources available.

CHANNEL FREQUENCY REQUIREMENT
Partner Website Ongoing
Featured on Partner Homepage as menu option. Promotion of Choice Engines and Checkout on Homepage main carousel.

Appliances promoted on Partner energy efficiency related pages.

All links go directly to the platforms.

Partner Website Ongoing Enervee provided remarketing pixel placed Email Monthly Partner Choice Engines only emails sent to all residential customers
Facebook Posts Weekly Partner Choice Engines specific posts linking directly to platforms DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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EXHIBIT K:

ENGAGE PROGRAM

1. Enervee Engage Program
Enervee Engage provides a turnkey digital service solution that complements Partner’s existing marketing services. Our Engage Program leverages unique capabilities to enhance the effectiveness, efficiency and reach of Partner marketing efforts.

Enervee Engage Program recognizes the distinction between 1., bringing high quality visitors to Enervee Appliances Choice Engine and Checkout (Engage Acquisition) and then 2. engaging Customers with email services that drive continued engagement on Enervee Appliances/Checkout (Engage Activation).

Engage Program Objectives
Engage objectives are linked to the overall Partner strategy i.e. increase market-based savings, selling more products via Checkout. In each instance, Engage builds and constantly optimizes traffic to meet these strategic objectives. Based on Enervee Appliances strategy options, Engage objectives are agreed in the kick-off Engage Strategy Workshop.

1.1 Engage Acquisition Program
Engage Acquisition Program is Enervee’s powerful, data-driven marketing service that identifies and segments potential in-market electronic and appliance shoppers, and engages them continuously through a variety of channels, driving high quality traffic to Appliances. Enervee’s Data Engine uses efficiency data and product/model information to build out long-tail keywords, create dynamic advertisements, inform budgeting and bids and otherwise drive dynamic, data-driven engagement activities. Enervee has developed specific and unique capabilities to maximize return on investment through each program channel.

1.2 Deliverables Engage Acquisition
- Digital marketing program to capture shoppers in market - Find Active Shoppers for Appliances in market; delivers visits per month - Focus on search engines; optimize on Engage Program objectives - Project management and quarterly reporting
- Online dashboard reporting

2. Engage Activation Program
Enervee email services provide the most cost-effective channel for large scale traffic and reach of Partner`s customers to drive awareness, actions, product sales and engagement to Enervee Choice Engines and Checkout. Engage Activation offers full-service promotional email and data management including email template design and coding, enterprise email list management, audience segmentation, campaign setup and sends, analysis and performance reporting.

2.1 Deliverables Engage Activation
- Email Development incl. creation, text
- Email List mgt, Email campaign set up, tracking and maintenance DocuSignEnvelopeID:95F593B6-3D27-4ED8-89EF-1BAA8433D4DD Item 1h
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- Project management and quarterly reporting
- Online dashboard reporting
Part 1
Email
Development
optional
● Development of all kinds HTML emails (promotional, editorial, reminder, etc.).
● Creation: Design and text
● Production /Coding
● Project Management
● A/B testing of subject line, content and call-to-action buttons if Enervee has access to customer email data base and is sending out emails.

Part 2
Email List
Management
optional
● Import and segmentation of Partner provided customer email list ● Data maintenance of 1M customer email list included in monthly fee; additional subscribers can be implemented on demand
● Black and white listing of email accounts
● A/B testing of subject line, content and call-to-action buttons if Enervee has access to customer email data base and is sending out emails.

Part 3
Email Campaign
Setup &
Management
optional
Design and setup of email marketing campaigns. Campaigns are email blasts to a select recipient list segment using structured templates. ● Campaign design
● Campaign setup and implementation
● Recipient list segmentation
● Campaigns scheduling & send
● A/B testing of subject line, content and call-to-action buttons if Enervee has access to customer email data base and is sending out emails.

Marketing Services
o Draft, with SVCE staff input and approval, a marketing plan o The marketing plan may include such details as marketing methods, responsible parties, timing, branding, and other details as needed.
• SVCE shall review and approve the timing and content of all customer marketing and media buys.
o Uses real-time product data to build out long-tail keywords, create dynamic advertisements, inform budgeting and bids and otherwise drive dynamic, data-driven marketing activities to reach hard-to-reach audiences.
o Utilize channels including, but not limited to, search, Facebook and display ad networks.

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o Generate and target specific audiences using first and third-party data, developing lookalike audiences for marketing, and adjusting Choice Engine display elements using the data o Develop enhanced customer targeting and personalization based on a growing understanding of behavior. Over time, as customers continually engage with the site, use this data, alongside third-party, cookie, and SVCE data sources, to create an ever-more-detailed understanding of the individual shopper, the characteristics of their household, and the programs that may be most applicable to their goals and needs. Used these insights to create precisely targeted marketing and create Audiences, where observed customer behavior allows Enervee to generate a particular set of characteristics that informs more sophisticated marketing approaches, algorithmically overlaying data from multiple sources. o Ensure the customizable portions of any marketing aligns with SVCE brand and style guidelines.
o All digital advertising and email templates will be approved by SVCE in writing. o Email and ad buy schedules will adhere to SVCE permissible mailing and display dates and times.
• Enable email opt-out capabilities for emails sent from SVCE to comply with CAN-SPAM • Work with SVCE to identify existing and new customer touch points. • Utilize additional marketing methods including, but not limited to, paid advertisements, social media, public relations, and other online and offline marketing channels, if requested by SVCE
o Seek written approval from SVCE regarding the content, placement and schedule of such advertising prior to execution of any additional marketing activities • Use SVCE branding for the Marketplace Platform and related marketing materials o Enable product or service promotions (discounts, sweepstakes, sales, giveaways) as mutually agreed
o Create, on occasion, promotional offers for a quantity, amount, expiration, and specific use restrictions defined by SVCE
o Enable a pop-up banner indicating to the customer the usage of cookies and their terms and conditions.

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EXHIBIT L:

SAAS SUBSCRIPTION ORDER FORM APPLIANCES
This Order Form provides the type, quantity and payment terms for the use of SaaS Platforms and Services from Enervee.

ORDER FORM I
Partner: SILICON VALLEY CLEAN ENERGY MSA #: 009B
Service Start:

Week 9, following contract signing
Service End:
3 years following contract signing
Subscription type: new

PRODUCT QUANTITY TYPE DURATION PRICE
Appliances Choice Engine 1 Non-Profit 36 months $50,000/year $150,000/3 years
Engage Marketing Program 1 Non-Profit 36 months $50,000/year $150,000/3 years
Checkout - E Commerce 1 Non-Profit 36 months $5 per cart*:
$30,000/year minimum
$90,000 min/3 years
Contractor 1 Non-Profit 36 months Included
With no revenue share
PRODUCT SUBTOTAL $390,000
Any changes or additions to the agreed scope is defined as Professional Services and will result in additional costs at a rate of $200 per hour.

ONE TIME SERVICES DESCRIPTION PRICE
Appliances Implementation One time setup fee $25,000
$12,500 if signed by
3/16/2020
Checkout - E Commerce One time setup fee $25,000
$12,500 if signed by
3/16/2020
Contractor Implementation Option One time setup fee Waived with no revenue share
Non-standard URL Option One time setup fee $2,500
ONE TIME SERVICES SUBTOTAL $27,500
ORDER FORM TOTAL $417,500
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MSA I SOW 1 I ENERVEE APPLIANCES 35
Effective Date: April 17, 2020
INVOICING TERMS: ENERVEE WILL INVOICE THE TOTAL OF THE SET UP FEES ON THE EXECUTION OF THE ORDER FORM, AND INVOICE THE LICENSE, ENGAGE AND CHECKOUT FEES ON A YEARLY BASIS.

The signatures below confirm acceptance of this order agreement and the Master Services Agreement, as of the effective date.

PARTNER ENERVEE CORPORATION
By: By:

Name Girish Balachandran Name Luis Castro
Title: Chief Executive Officer Title: Director of Growth Date: Date:

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MSA I SOW 1 I ENERVEE APPLIANCES 36
EXHIBIT M:

SAAS SUBSCRIPTION ORDER FORM OPTIONAL SERVICES
This Order Form provides the type, quantity and payment terms for the use of SaaS Platforms and Services from Enervee.

ORDER FORM IV
Partner: Silicon Valley Clean Energy MSA #: 009B
Service Start:

Week 9, following contract signing
Service End:
3 years following contract signing
Subscription type: new

PRODUCT QUANTITY TYPE DURATION PRICE
Customer Service: Phone, Voice
Mail and Email Support
1 Non-Profit 36 months $18,000/year
$54,000/3 years
Engage (Email) Activation Program
PART 3
Email Campaign Setup &
Management
1 Non-Profit 36 months $2,000 per email
which are to be deducted
from the Engage Marketing
Program by request. Not
charged separately
PRODUCT SUBTOTAL $54,000
Any changes or additions to the agreed scope is defined as Professional Services and will result in additional costs at a rate of $200 per hour.

ONE TIME SERVICES DESCRIPTION PRICE
Customer Service One time setup fee, $2,500 waived
ONE TIME SERVICES SUBTOTAL $0.00
ORDER FORM TOTAL $54,000
Quote Expires: Effective Date: April 17, 2020
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MSA I SOW 1 I ENERVEE APPLIANCES 37
The signatures below confirm acceptance of this order agreement and the Master Services Agreement, as of the effective date.

SILICON VALLEY CLEAN ENERGY ENERVEE CORPORATION
By: By:

Name Girish Balachandran Name Luis I Castro
Title: Chief Executive Officer Title: Director of Growth Date: Date:

Payment Schedule:

Invoice Date Products Amount
Contract signature One time setup fees $27,500
9 weeks following contract
signature
All products listed above $148,000
One year following contract
signature
All products listed above $148,000
Two years following contract
signature
All products listed above $148,000
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MSA I SOW 1 I ENERVEE APPLIANCES 38
EXHIBIT N:

CHANGE REQUEST ORDER FORM
Required changes (from Partner) in the scope of a SOW, including any and all modifications, required changes and/or additions to the System, will only be performed when authorized by a Change Form signed by both Parties.

CHANGE REQUEST ORDER FORM
Partner: SILICON VALLEY CLEAN ENERGY MSA #:

Product/Service: Partner Contact: Andrea Customer Success Contact:

Date: Change Request #: 01
CHANGE CATEGORY - Mark all that apply
SCHEDULE SCOPE QUALITY DURATION OTHER (pls describe)

DESCRIPTION CHANGE REQUEST

REASONS FOR CHANGE
Recurring Yes No
Package Price Yes No
Start Date: End Date:

HOURS PRICE
0 $0.00
Billing Frequency: once Billing Time: Billing Currency:

Payment Terms: 30 days Payment Method: Contact Enervee Finance:

Quote Expires: Effective Date:

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MSA I SOW 1 I ENERVEE APPLIANCES 39
The signatures below confirm acceptance of this order agreement and the Master Services Agreement, as of the effective date.

PARTNER ENERVEE CORPORATION
By: By:

Name Girish Balachandran Name
Title: Chief Executive Officer Title:

Date: Date:

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EXHIBIT O:

PRODUCT CATEGORIES AVAILABLE AT LAUNCH
Partner may select any or all of the Product Categories to be accessible to SVCE customers at time of launch or following launch. No additional cost to Partner for inclusion or deletion of any Product Category on this list at any time.

Product Category
Air Conditioner
Air Purifier
Dehumidifier
Dishwasher
Dryer
Electric Water Heater
Freezer
Light Bulb
Monitor
Pool Pump
Projector
Refrigerator
Sound Bar
Tablet
Television
Video Game Console
Washer
Connected Home
Connected Home Application
EV Charger
Evaporative Cooler
Lawn Mower
Pool Heater
Portable Power Station
Power Strip
Thermostat
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Silicon Valley Clean Energy Board of DirectorsMay 10, 2023

Silicon Valley Clean Energy Board of Directors
May 10, 2023