Silicon Valley Clean Energy Board of Directors
June 14, 2023

Staff Report – Item 1g
Item 1g: Adopt a Resolution Authorizing the Chief Executive Officer to Execute a Sole Source Contract with the San Jose Conservation Corps to Build the SVCE All-Electric Demonstration Home From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services and Community Relations Pamela Leonard, Senior Manager of Communications
Date: 6/14/2023

RECOMMENDATION
Staff recommends that the Board adopt Resolution 2023-11 to delegate authority to the Chief Executive Officer to execute a sole source contract with the San Jose Conservation Corps to build the Silicon Valley Clean Energy all-electric demonstration home in an amount not to exceed $350,000.

BACKGROUND
In June 2022, the Silicon Valley Clean Energy (SVCE) Board of Directors approved $1.9M in funding from the 2021 PG&E carbon-free allocation savings for new community electrification engagement and demonstration programs. The funding allocations approved three new programs that make going all-electric more tangible to community members. The first program was the Electrification Grants for Community Demonstration Projects, the second was Community Electrification Engagement Grants, and the third was the FutureFit Demonstration Home.

The approved budget for the FutureFit Demonstration Home project was $350,000. The demonstration home will serve as a complement to the physical demonstration projects located at community facilities. The demonstration unit will be mobile and placed at community events throughout the SVCE service area, such as art and wine festivals, farmers' markets, and other large events. The demonstration home will feature all-electric appliances (heat pump heating and cooling, heat pump water heater, induction cooking, smart thermostat, solar+battery, electric fireplace, etc.). Designed as an attractive and visually exciting exhibit, the demonstration home will bring electrification education to customers where they are and stand out at events where customers may not otherwise be thinking about energy. SVCE also purchased a Ford F-150 Lightning that could transport and power the unit, showcasing the benefits of EVs, bidirectional charging, solar and storage.

ANALYSIS & DISCUSSION
Over the last year, SVCE staff has carefully researched everything from permitting and size limitations to builders and workforce programs that could help make this project a reality. Engaging local workforce programs in building the unit, installing the electric appliances, and contracting for storage and transport was proposed as an opportunity for this project. Staff identified the San Jose Conservation Corps (SJCC) as the organization that can help us build the demonstration home.

Item 1g
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1g Agenda Date: 6/14/2023

Staff is working to get a final project cost from SJCC, as the estimates depend on finalizing architectural designs for the unit. The City of San Jose has a similar demonstration unit that was also built by SJCC, and the cost of that unit was below $100,000. While staff expects similar pricing, we want to prepare for the possibility of cost overruns, particularly as it relates to materials sourcing, which is why we are seeking authorization for the CEO to execute the contract once the final bid is received. This expedited decision-making process will ensure that the project stays on track and progresses throughout the summer while the SVCE board is on recess.

The San Jose Conservation Corps and Sole Sourcing
SJCC is a local non-profit dedicated to environmental conservation, youth development, and community empowerment. The SJCC has a long-standing reputation for excellence in construction and providing job training opportunities for at-risk youth.

Experience and Expertise
The SJCC provides experience in creating the type of demonstration home SVCE would like to build.

They have expertise in electrical work and installing appliances that promote all-electric living. SJCC also helped build the City of San Jose's Climate Smart demonstration home. Partnering with SJCC would also be an opportunity to educate the future contractor workforce about electrification as their trainees go on to have jobs in the trades. The SJCC is the only program of this kind to be based in and serve Santa Clara County.

The SJCC’s focus on conservation and sustainability aligns with the SVCE mission and objectives.

Building the all-electric demonstration home with them further exemplifies our organization's commitment to environmental sustainability and community partnerships. By showcasing the benefits of the all-electric home, we can inspire others to adopt similar practices.

Cost and efficiency
Establishing a sole source contract with SJCC can save costs and increase efficiency. Working with a single contractor will streamline the procurement process and reduce potential delays. SJCC's familiarity and experience with what we are looking to build helps ensure effective collaboration to ensure the project can be delivered on time and within budget.

STRATEGIC PLAN
The proposed agreement aligns with the board-adopted strategic plan for the following goals:
• 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

ALTERNATIVE
If the authorization is not approved, we can wait until the August Board Meeting to provide the final contract with SJCC for approval.

FISCAL IMPACT
The final contract amount will be reported in the CEO report once it is executed. The total project cost is already funded by the board and set not-to-exceed $350,000.

ATTACHMENT

1. Resolution 2023-11 Approving an Agreement with the San Jose Conservation Corps to Build an SVCE All-Electric Demonstration Home
Item 1g
Resolution 2023-11 -1-

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2023-11

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON VALLEY

CLEAN ENERGY AUTHORITY APPROVING AN AGREEMENT WITH THE SAN

JOSE CONSERVATION CORPS TO BUILD AN SVCE ALL-ELECTRIC

DEMONSTRATION HOME

THE BOARD OF DIRECTORS OF THE SILICON VALLEY CLEAN ENERGY AUTHORITY HEREBY RESOLVES AS FOLLOWS:

WHEREAS, the Silicon Valley Clean Energy Authority (“SVCE”) was formed on March 31, 2016, pursuant to a Joint Powers Agreement to promote, develop, conduct, operate, and manage energy programs in Santa Clara County;
WHEREAS, in June of 2022, the SVCE Board of Directors (“Board”) approved $1.9 million in funding from the 2021 PG&E carbon-free allocation savings for new community electrification engagement and demonstration programs; WHEREAS, Staff recommends that the Board delegate authority to the Chief Executive Officer (“CEO”) to execute a sole source contract with the San Jose Conservation Corps to build a Silicon Valley Clean Energy all-electric demonstration home;
WHEREAS, the San Jose Conservation Corps is a local non-profit dedicated to environmental conservation, youth development, and community empowerment, which has constructed similar all-electric homes and is uniquely qualified to construct such an all-electric demonstration home;
WHEREAS, the all-electric demonstration home will serve as a complement to the physical demonstration projects located at community facilities. It will be mobile and placed at community events throughout the SVCE service area, such as art and wine festivals, farmers' markets, and other large events. The demonstration home will feature all-electric appliances (heat pump heating and cooling, heat pump water heater, induction cooking, smart thermostat, solar+battery, electric fireplace, etc.).

Designed as an attractive and visually exciting exhibit, the demonstration home will bring electrification education to customers where they are and stand out at events where customers may not otherwise be thinking about energy. .

NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SILICON

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

Section 1. The Board hereby adopts the findings set forth above.

Section 2. THE CEO, or their delegate, is hereby authorized to negotiate and execute an agreement for the construction and implementation of the all-electric Item 1g
Attachment 1
Resolution 2023-11 -2-
home with total compensation not to exceed $350,000, subject to the approval of the General Counsel.

ADOPTED AND APPROVED this 14th day of June 2023.

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:
__________________________________
Clerk
Item 1g
Attachment 1

Staff Report – Item 1h
Item 1h: Authorize the Chief Executive Officer to Execute an Amendment to the 2022-2023 Climate Corps Fellowship Agreement with Strategic Energy Innovations From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services and Community Relations Date: 6/14/2023

RECOMMENDATION
Staff recommends the SVCE Board of Directors authorize the CEO to execute an amendment to the 2022- 2023 Climate Corps Fellowship Agreement with Strategic Energy Innovations, extending the term through December 31, 2023 and increasing compensation not to exceed a limit of $184,765. The amendment would extend the term of one Climate Corps Fellow for an additional 6 months to provide continuing service to SVCE’s fleet electrification efforts.

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. The 2022-2023 fellowship cycle started in September 2022 and runs until June 2023. With the initial agreement, SVCE hosted two fellows, one under the Energy Services and Community Relations team and one under the Decarbonization Policy and Programs team.

SEI’s services included recruitment of the fellows along with preliminary interviews, monthly trainings for fellows, and opportunities for professional development. The services provided helped staff with outreach, communications efforts, report preparation, and any other needs the organization has for program development and marketing.

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.

The current 2022-2023 fellowship cycle is set to expire on June 30, 2023. With the proposed amendment, SVCE intends to extend the term for one current fellow, Alhad Dighe, for an additional six months, up to December 31, 2023 and add $45,765 for the continuation of the fellowship stipend.

Item 1h
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1h Agenda Date: 6/14/2023

Alhad has served the last 10-months as the Programs Fleet Electrification and Climate Action Fellow, focusing on encouraging and supporting the electrification of public sector and private sector fleets around Silicon Valley through research directly with fleet managers and representatives.

Since joining SVCE as a SEI Climate Corps fellow, Alhad has demonstrated exceptional dedication, talent, and a strong commitment to our mission of addressing climate change and fleet electrification challenges and solutions. In his role he has been able to provide fresh prospectives and innovative ideas. His analytical skills and data-driven approach have helped identify new opportunities for fleet electrification improvements.

Considering Alhad's exceptional performance and the significant impact he has made during his fellowship, an extension of six months would not only benefit our organization but also provide Alhad with an opportunity to continue his valuable contributions to our ongoing initiatives. An extension will also provide an opportunity for Alhad to further develop his skills and expertise, making him even more of an asset to our organization and the broader sustainability community.

STRATEGIC PLAN
Extending the current fellow 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

ALTERNATIVE
The alternative to not extending the fellowship agreement is to reprioritize existing staff work to accommodate the additional fleet electrification activities.

FISCAL IMPACT
The fiscal impact of this extension agreement would be $45,765 through December 31, 2023, half of which (July – September) will be covered by existing funding allocated for temporary staff in the FY 2022-23 budget, inclusive of the Climate Corps fellowships. The second half (October – December) would be funded through similar funds to be proposed in the FY2023-24 budget, subject to continued Board funding approval.

ATTACHMENTS

1. SEI Climate Corps Fellowship Amendment

2. SEI Climate Corps Fellowship Agreement for 2022-23

3. Fleet Electrification Fellow Job Description
Item 1h
1/2023 Version

FIRST AMENDMENT TO AGREEMENT WITH STRATEGIC ENERGY INNOVATIONS WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and STRATEGIC ENERGY INNOVATIONS entered into that certain agreement entitled CLIMATE CORPS FELLOW HOSTING SERVICES, effective on May 11, 2022, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and STRATEGIC ENERGY INNOVATIONS have determined it is in their mutual interest to amend certain terms of the Original Agreement.

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

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

The term of this Agreement shall commence on September 1, 2022, and shall terminate on December 31, 2023, unless terminated earlier as set forth herein.

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

Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one hundred eight-four thousand seven hundred sixty-five dollars and no/100 ($184,765.00) based on the rates and terms set forth in Exhibit “C,” which is attached hereto and incorporated herein by this reference.

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

Task Begin Complete

1. Fellow Interview and Recruitment May 2022 August 2022

2. Fellowship Cycle September 2022 June 2023

3. Fellowship Extension – 6 months (Alhad Dighe) July 2023 December 2023

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of one hundred eight-four thousand seven hundred sixty-five dollars and no/100 ($184,765.00), 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.

Item 1h
Attachment 1
1/2023 Version
Original Agreement
Task Estimated Budget

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

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

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

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

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

6. SEI Administrative Costs – Fellow 2 $3,000
Total $139,000
Amendment
Task Estimated Budget

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

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

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

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

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

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

7. Fellow 6-month extension $45,765
Total $184,765

5. This Amendment shall be effective on July 1, 2023.

6. 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.

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

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

RECOMMENDED FOR APPROVAL
______________________________________________________
Adam Selvin, Director of Energy Services & Community Relations Item 1h
Attachment 1
1/2023 Version

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

CONSULTANT NAME

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

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
Item 1h
Attachment 1
2/21 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 11th day of May 2022, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority" or “Partner”), and STRATEGIC ENERGY INNOVATIONS, a nonprofit organization whose address is 100 Smith Ranch Rd. #124 San Rafael, CA 94903 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

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

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

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

NOW, THEREFORE, the Parties mutually agree as follows:

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

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

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

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

4. TIME IS OF THE ESSENCE
Consultant and Authority agree that time is of the essence regarding the performance of DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
Attachment 2
2/21 Version
this Agreement.

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

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

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

7. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF AUTHORITY Authority is organized as a Joint Powers Authority in accordance with the Joint Powers Act of the State of California (Government Code Section 6500 et seq.) pursuant to a Joint Powers Agreement dated March 31, 2016, and is a public entity separate from its constituent members.

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

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
Attachment 2
2/21 Version
Consultant, shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation, military or veteran status, or other basis prohibited by law, except as provided in Government Code section 12940. Consultant shall have responsibility for compliance with this Section.

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

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

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

D. Consultant’s indemnifications and obligations under this section shall survive the DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
Attachment 2
2/21 Version
expiration or termination of this Agreement.

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

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

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

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

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

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

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

DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
Attachment 2
2/21 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 DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
Attachment 2
2/21 Version
same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and Authority in the same manner and to the same extent as Consultant is bound to Authority under this Agreement. Subcontractors shall agree to include these same provisions within any sub-subcontract. Consultant shall provide a copy of the Indemnity and Insurance provisions of this Agreement to any subcontractor. Consultant shall require all subcontractors to provide valid certificates of insurance and the required endorsements prior to commencement of any work and will provide proof of compliance to Authority.

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

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

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

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

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

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

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

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

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

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

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

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

19. TERMINATION
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified (which shall be determined by the Authority but shall be not less than 10 days) and according to the requirements set forth in Authority’s written notice of default, and in addition to any other remedy available to the Authority by law, the Authority Representative may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The Authority Representative shall also have the option, at its sole discretion and without cause, of terminating DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
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this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

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

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

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

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

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

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

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

24. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
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whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by a written document signed by both Authority and Consultant.

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

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

27. CAPTIONS AND TERMS
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

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

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

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

31. FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of Authority from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of Authority’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by Authority shall not constitute, nor be deemed, a release of the responsibility and DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
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liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

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

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

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

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

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

37. DRAFTING PARTY
This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall not be interpreted against either Party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

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

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

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk

CONSULTANT NAME
Strategic Energy Innovations
By: __________________________
Name: Stephen Miller
Title: Deputy Director
Date: __________________________

SILICON VALLEY CLEAN ENERGY

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

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

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Attachment 2
Climate Corps MOU 2021-22 2
• Refrain from using the Fellows for displacement of a Partner Agency employee during the Fellowship term.
• Allow SEI to share results from this program through grant reporting, program marketing, and fundraising.
• Provide program-wide support through either:
o Sponsoring a venue and staff presentations for a monthly training event for all Fellows; or
o Participating in a program sponsored training session or professional development event.
o Being receptive to informational interview requests from 1 or more current Fellow Program Plan
Fellow service information
[A] Number of Fellows 2
Service Term Full Cycle: September 1, 2022 to June 30, 2023 Standard Hours
Full Cycle: 1,764 total hours, allocated as follows:
● 1,464 hours of on-site service with Partner (“on-site hours”)
● 140 hours of training led by SEI (“training hours”)
● 160 hours of vacation, holiday and sick time (VHS)
Position fee
[B] Amount $46,500 per non-profit Fellow
Additional funding
[C] Amount $20,000 per non-profit Fellow
Use of additional funds
[Living Stipend: Additional funds will go towards enhancing Fellow’s Living Stipend. Funds will be paid out to Fellow twice a month as part of the Fellow’s regular stipend checks.] [D] Administration fee Partner will pay to SEI a fee equal to 15% of the amount of additional funds.

Timing [Additional funds to be held in a reimbursement account are due at the same time as the first installment of the Program fee.] [Partner will pay additional funds and the administration fee promptly following receipt of an invoice from SEI.]
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Attachment 2
I
Climate Corps MOU 2021-22 3
Total fee
Amount $ 139,000
Timing Partner will pay the fee in two installments:
● $69,500 due October 15, 2022
● $69,500 due February 15, 2023
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Partner contact information
Contact person and title Pamela Leonard
Email address [email protected]
Phone number (408) 721-5301 x1004
Mailing address 333 W. El Camino Real, Ste. 330
Sunnyvale, CA 94087
Billing contact information
(if different from above)
P.O. Number (if applicable)
SEI contact information
Contact person and title Nathan McKenzie, Program Director Email address [email protected]
Phone number 415-507-1432
Mailing address 100 Smith Ranch Rd. #124
San Rafael, CA 94903
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1. Additi
on
al
Te
rm
s

2. Program Initiation

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

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

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

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

3. Training and Support

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

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

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

4. Partner’s Program-wide Support
Partner will carry out Program-wide activities reasonably requested by SEI, such as: (a) sponsoring a venue and staff presentations for a monthly training event for all Fellows, (b) participating in a Program-sponsored training session or DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
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professional development event, or (c) accepting informal interview requests from one or more other Fellows in the Program.

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

6. 7. Fellow Responsibilities, Scheduling, and Supervision

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

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

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

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

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

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

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

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

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

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

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

4. Reporting and Recordkeeping

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

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

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

5. Communication

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

2. Cooperation
SEI and Partner acknowledge Fellow’s success in the Program depends in large part on the effectiveness of collaboration between the parties. Both parties will provide timely access to data, information, and personnel, ensure the accuracy and DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
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completeness of data and information provided, and promptly notify one another about challenges, concerns, and successes.

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

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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 2022 August 2022

2. Fellowship Cycle September 2022 June 2023
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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 one hundred and thirty-nine thousand dollars and no/100 ($139,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Estimated Budget

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

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

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

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

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

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

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

Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or DocuSignEnvelopeID:51D50EAD-BBF5-4FC9-8CF4-F8E06E7D9693 Item 1h
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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 $2,000,000 US per occurrence.

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Attachment 2
Climate Corps Description – Fleet Electrification Fellow Do you want to be a part of an organization that is fighting climate change, accelerating electric innovation and reinvesting locally? Silicon Valley Clean Energy (SVCE), the community choice electricity provider for 13 communities in Santa Clara County. By providing carbon-free electricity, SVCE has reduced local, energy-related emissions by 35% from the 2015 baseline and is continuing to reduce emissions through innovative community programs focused on building and transportation electrification.

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

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

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

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

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

Staff Report – Item 1i
Item 1i: Authorize the Chief Executive Officer to Execute Amendment to Agreement with PFM Asset Management for Investment Advisory Services to Allow SVCE to Enter into an Agreement with US Bank for Custodial Bank Services From: Girish Balachandran, CEO
Prepared by: Amrit Singh, CFO, and Director of Administrative Services Kevin Armstrong, Deputy Director of Administrative Services Date: 6/14/2023

RECOMMENDATION
Staff recommends that the Board authorize the CEO to execute an amendment to the current agreement with PFM Asset Management (“PFMAM”) to allow SVCE to enter into an agreement for custodial bank services with US Bank through the PFMAM-administered California Asset Management Program (“CAMP”).

BACKGROUND
In 2021, staff conducted a request for proposals (RFP) for Investment Advisory Services, and selected PFMAM as its preferred investment advisor. In May 2022, the CEO executed an agreement with PFMAM for Investment Advisory Services, with an initial scope limited to preparatory work prior to the Board’s adoption of a revised investment policy. In October 2022, the Board updated Financial Policy #11, the Investment Policy, to increase the available investment options for SVCE’s financial reserves. Many of the available investment options require the services of a custodial bank to hold SVCE’s assets, and in February 2023, staff conducted another RFP to solicit custodial bank services. SVCE received only one proposal in response to the RFP, from Principal Financial Services. Inquiries into the tepid response indicated that a combination of withdrawals from the marketplace, the size of SVCE’s investment portfolio, and SVCE’s public nature limited the responses received. With only one option, SVCE cancelled the RFP and reached out to banks to solicit offers directly.

ANALYSIS & DISCUSSION
SVCE’s current investment policy enables SVCE to invest in products allowed under the California Government Code (refer to Attachment 3). PFMAM, as SVCE’s investment advisor, will never take control of SVCE’s cash or investments. As recommended by the Government Finance Officers Association (GFOA) and industry best practices, SVCE will contract with a bank to provide custody services for SVCE’s investments. This separation of the safekeeping function from the investment function is one of the most important protections and controls against fraud.

After cancelling the RFP in February 2023, SVCE reached out directly to banks and received two additional pricing proposals, both from US Bank. One proposal was for services directly through US Bank, the second for services under a shared institutional agreement through CAMP. As a CAMP shareholder, SVCE can take advantage of this shared agreement, which provides custody services to both the CAMP pool itself and SVCE’s investments, with Custodial fees paid monthly as a percentage of the average daily assets under custody. A table comparing the custodial bank fee schedules is provided here:

Item 1i
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1i Agenda Date: 6/14/2023

Of the three proposals, from Principal (direct), US Bank (direct), and US Bank (shared via CAMP), the shared CAMP proposal offers the lowest fee percentage, the lowest minimum fee, and the simplicity of using the CAMP liquid pool as the sweep account to handle cash between investments, thereby reducing the number of interbank transfers needed to modify the investment portfolio. SVCE originally estimated custodial bank fees to be between $4,000 and $8,000 annually, and the fee proposal for US Bank services through CAMP falls within that expected range. Over five years, fees are estimated at $18,000 to $25,000.

Once SVCE engages with US Bank for custodial services through CAMP, PFMAM will begin to manage the Authority’s investment portfolio as the Authority’s fiduciary pursuant to the specific investment objectives stated in the adopted investment policy. Once PFMAM assumes management of SVCE’s funds SVCE will begin to pay a monthly fee to PFMAM based on the average daily assets under management per the annual fee schedule below:
• Initial $100 million: 8 basis points (0.08%)
• Next $100 million: 6 basis points (0.06%)
• Above $200 million: 5 basis points (0.05%)
The minimum annual fee is $25,000.

SVCE will receive timely and comprehensive reporting from both the custody bank and PFMAM so that SVCE can review account information, transaction activity, and portfolio performance. PFMAM will also be available to meet with SVCE staff and present to the Finance and Administration Committee and Board of Directors as requested.

As a refresher, SVCE staff are proposing an initial investment maturity range of 0-to-3 years; in other words, the securities pay back the principal within three years. The funds held in reserves are primarily to manage adverse risk events; therefore, the investment horizon should be reasonable, and staff can better model cashflows over this time horizon.

Based on a cash flow analysis (Attachment 4) conducted in October 2022, staff determined that $25 million is sufficient to hold as cash for normal operations. There’s also a need to keep an additional $30 million in highly liquid investments where funds could be available overnight, such as the California Asset Management Program (CAMP), which has a reasonably attractive return (yield as of June 2 was 5.21%). The $30 million in highly liquid assets will enable SVCE to respond to volatility, particularly collateral calls from CAISO and other counterparties.

SVCE’s funds allocated to maturities of 0- to 3- years under PFMAM’s management will be invested in individual fixed-income securities with an initial recommended 1- to 3-year maturity structure. The portfolio will be of high credit quality and well diversified by sector, issuer, and maturity. It will comply with SVCE’s adopted investment policy and the California Government Code. The charts below illustrate a sample target portfolio that PFMAM proposes to create and manage for SVCE.

Assets SVCE $ Principal US BANK US Bank (CAMP)
First $50 million $ 50,000,000 1.50 bps 1.00 bps 0.33bps Next $50 million $ 50,000,000 1.50 bps 0.75 bps 0.33bps Over $100 million $ 10,000,000 1.50 bps 0.50 bps 0.33bps Minimum Fee $15,000 $10,000 $200
Fee on $110MM $16,500 $9,250 $3,830
Fees
Item 1i
Agenda Item: 1i Agenda Date: 6/14/2023

The portfolio’s performance will be measured and presented quarterly relative to an agreed-upon market benchmark.

STRATEGIC PLAN
The recommendations support SVCE Strategic Plan Goal 15 – “Commit to maintaining a strong financial position.”

ALTERNATIVE
The alternative to the recommendation would be to continue to hold SVCEs investments in CAMP, LAIF, and River City Bank, limiting the potential investment returns SVCE could earn from its reserves.

FISCAL IMPACT
Pursuing the above strategy could increase potential earnings for SVCE with more investment portfolio diversification than currently available through CAMP, LAIF, and River City Bank. A precise estimate is not possible and would depend on the portfolio strategy and market conditions.

ATTACHMENTS

1. Amendment to Agreement with PFM Asset Management LLC for Investment Advisory Services

2. Original Agreement with PFM Asset Management LLC for Investment Advisory Services

3. Investments allowed under California Government Code

4. October 2022 Cashflow Analysis

5. CAMP Custody Agreement with US Bank (with Amendments) US
Treasury
35%
Federal
Agency
10%
Corporate
Notes
25%
ABS
15%
Supranati
onal
5% Agency
MBS
5%
Municipal
5%
Sector Allocation
0%
59%
41%
0%
0%
20%
40%
60%
0-1 yr 1-2 yr 2-3 yr >3 yr
Duration Distribution
Item 1i
1 FIRST AMENDMENT
TO

AGREEMENT FOR INVESTMENT ADVISORY SERVICES
THIS FIRST AMENDMENT, entered into as of the 14th day of June, 2023 (the “First Amendment”), by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (hereinafter the “Authority”), and PFM ASSET MANAGEMENT LLC, a Delaware limited liability company with an office in San Francisco, California (hereinafter the "Consultant").

WHEREAS, Authority and Consultant entered into an Agreement for Investment Advisory Services, dated as of May 9, 2022 (the “Original Agreement”), whereunder Authority engaged Consultant to perform investment advisory services, as specified therein; and WHEREAS, Authority has determined to open an account with the California Asset Management Trust (the “Trust”), under the Trust’s California Asset Management Program (“CAMP” or the “Program”); and
WHEREAS, Authority and Consultant desire to amend the Original Agreement to make provision for such investment in the Program, including investing Managed Funds (as such term is defined in the Original Agreement) in an Individual Portfolio available under the Program; and WHEREAS, the Original Agreement, as amended by this First Amendment, is referred to herein as the “Agreement”;
NOW, THEREFORE, Authority and Consultant, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound, hereby agree as follows:

1. Section 38(A) of the Original Agreement is hereby amended and restated to provide as follows:

38. INVESTMENT ADVISOR PROVISIONS
A. Services of Consultant. Authority hereby engages Consultant to serve as investment advisor under the terms of this Agreement with respect to the Initial Funds and such other funds as Authority may from time to time assign by written notice to Consultant (collectively the "Managed Funds"), and Consultant accepts such engagement. In connection therewith, Consultant will provide investment research and supervision of the Managed Funds investments and conduct a continuous program of investment, evaluation and, when appropriate, sale and reinvestment of the Managed Funds assets. Consultant shall continuously Item 1i
Attachment 1
2 monitor investment opportunities and evaluate investments of the Managed Funds. Consultant shall furnish Authority with statistical information and reports with respect to investments of the Managed Funds. Consultant shall place all orders for the purchase, sale, loan or exchange of portfolio securities for Authority’s account with brokers or dealers recommended by Consultant and/or Authority, and to that end Consultant is authorized as agent of Authority to give instructions as to deliveries of securities and payments of cash for the account of Authority to U.S. Bank National Association, Minneapolis, Minnesota the Program’s custodian (the “Custodian”). Such custodial arrangements are subject to and governed by the terms and provisions of a Custody Agreement, dated as of January 10, 2013 (as the same may be amended from time to time, the “Custody Agreement”), which is incorporated herein by reference. A copy of the Custody Agreement is available from the Consultant in its capacity as Program administrator . A complete description of the Program is provided in the Information Statement dated January 12, 2023, as amended from time to time, and the amended and restated Declaration of Trust dated October 25, 2022, as amended from time to time, to which reference should be made for details. In connection with the selection of such brokers and dealers and the placing of such orders, Consultant is directed to seek for Authority the most favorable execution and price, the determination of which may take into account, subject to any applicable laws, rules and regulations, whether statistical, research and other information or services have been or will be furnished to Consultant by such brokers and dealers. The Custodian shall have custody of cash, securities and other assets of Authority. Consultant shall not take possession of or act as custodian for the cash, securities or other assets of Authority and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes, the Authority’s investment policy, and applicable covenants and as supplemented by such other written instructions as may from time to time be provided by Authority to Consultant.

Consultant shall be entitled to rely upon Authority’s written advice with respect to anticipated drawdowns of Managed Funds. Consultant will observe the instructions of Authority with respect to broker/dealers who are approved to execute transactions involving the Managed Funds and in the absence of such instructions will engage broker/dealers which Consultant reasonably believes to be reasonable, reputable, qualified and financially sound.

2. Section 38(F) of the Original Agreement is hereby amended and restated to provide as follows:

F. Books. Consultant shall maintain records of all transactions in the Managed Funds.

Consultant shall provide Authority with a monthly statement showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received, and the value of assets Item 1i
Attachment 1
3 held on the last business day of the month. The statement shall be in the format and manner that is mutually agreed upon by Consultant and Authority. If applicable, for proceeds of tax-exempt debt issues invested under this Agreement, Consultant shall maintain appropriate records of all of its activities hereunder as may be required by the Internal Revenue Code of 1986, as amended, and related U.S. Treasury Regulations, and shall provide to the Program Rebate Calculation Agent all of those records of investment activity as may be necessary to prepare calculations of Authority’s rebate liability.

3. The subsection in Exhibit B to the Original Agreement entitled “Invoices – Monthly Invoices”, which currently reads as follows:

Invoices
Monthly Invoices
In order to request payment, Consultant shall submit monthly invoices to Authority describing the services performed and the applicable charges (include a statement indicating the basis upon which the fee was calculated). 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.
is hereby amended and restated to provide as follows:

Consultant shall prepare a bill for the investment management fee monthly and forward it and the monthly Custodian invoice to Authority for approval. Unless instructed otherwise within 15 calendar days of the postmark on that invoice, Consultant is herein authorized to charge Authority’s associated Trust account and instruct the Custodian to disburse funds from that account. If sufficient funds are not available, Authority agrees to compensate Consultant from other sources within 30 calendar days of the postmark date. If either Consultant or the Custodian shall serve for less than the whole month, the compensation shall be pro-rated.

Authority does not pay interest on past due amounts.

4. This Amendment shall become effective June 14, 2023.

5. Except as provided herein, all provisions of the Original Agreement shall remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
Item 1i
Attachment 1
4 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their authorized representatives as of the date set forth in the first paragraph of this First Amendment.

PFM ASSET MANAGEMENT LLC
By:

Name: Monique Spyke
Title: Managing Director

SILICON VALLEY CLEAN ENERGY AUTHORITY
By:

Name:

Title:

Item 1i
Attachment 1

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

PFM ASSET MANAGEMENT LLC
FOR

INVESTMENT ADVISORY SERVICES
THIS AGREEMENT (“Agreement”) is entered into this 9th day of May, 2022, by and between the SILICON VALLEY CLEAN ENERGY THORITY, an independent public agency, ("Authority"), and PFM Asset Management LLC, a Delaware limited liability company with an office in San Francisco, California (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 investment advisory services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence upon execution of this Agreement, shall be for a three-year period and may be extended for an additional two-year period, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED
A. Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference.

B. Notwithstanding anything in this Agreement to the contrary, Consultant’s services shall be limited to the completion of item 1 in Exhibit “A” until such time that the Authority Board of Directors: (i) approves an investment policy prepared by Consultant and (ii) directs Consultant to engage in the full scope of work set forth in Exhibit “A.” At such time that the Authority Board of Directors takes such actions, Consultant shall commence services pursuant to the full scope of work set forth in Exhibit “A.” Consultant acknowledges and agrees that Consultant is only paid for assets under management as described in Exhibit “B” and that Consultant shall not be compensated for the services provided pursuant to item 1 in Exhibit “A.” In the event that the Authority Board of Directors does not: (i) approve an investment policy prepared by Consultant, and (ii) direct Consultant to engage in the full scope of work set forth in Exhibit “A,” the Authority Item 1i
Attachment 2
may immediately terminate this Agreement.

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement based on the rates and terms set forth in Exhibit "B," 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.

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 employment 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 Item 1i
Attachment 2
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 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 electedofficials, 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 negligent 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.

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 useor misappropriation of any IP Rights of any third party. Consultant shall indemnify, defend, and hold Item 1i
Attachment 2
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.

B. 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.

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

10. INSURANCE
A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish Authority with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "C," which is attached hereto and incorporated herein by this reference. The required General Liability, Automobile Liability and Workers Compensation 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 before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the Authority by 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 maintain the foregoing insurance, Authority shall be permitted but not obligated, to terminate this Agreement or 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, which costs shall not be commercially unreasonable, 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 the General Liability and Automobile Liability insurance coverages 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 Item 1i
Attachment 2
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.

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.

Item 1i
Attachment 2

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 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
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.

A. 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.

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

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

D. 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, unless such disclosure is required by law or by regulatory or judicial process.

E. 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 Item 1i
Attachment 2
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 all matters pertaining to the services to be performed under this Agreement. Monique Spyke, Managing Director (“Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

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

B. If legally permitted, 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.

Authoritymay, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Authority and to provide Authority with the opportunity to review any response to discovery requests provided by Consultant. However, Authority’s right to review any such response does not imply or mean the right by Authority to control, direct or rewrite the response.

C. In the event Authority gives Consultant written notice of a “litigation hold”, then as to all data identified in such notice, Consultant shall, at no additional cost to Authority, isolate Item 1i
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and preserve all such data pending receipt of further direction from the Authority.

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

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

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

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

Monique Spyke
Managing Director
PFM Asset Management LLC
1 California Street, Suite 1000
San Francisco, CA 94111
With a copy to:

PFM Asset Management LLC
213 Market Street
Harrisburg, PA 17101
Attn: Chief Administrative Officer

19. TERMINATION
In the event a Party fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, such Party shall be deemed in default in the performance of this Agreement. If the defaulting Party fails to cure the default within the time specified (which shall be determined by the non-defaulting Party but shall be not less than 10 days) and according to the requirements set forth in non-defaulting Party’s written notice of default, and in addition to any other remedy available to the non-defaulting Party by law, the Authority Representative or Consultant Representative, as applicable, 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.

Item 1i
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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, 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.

Item 1i
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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.

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 Item 1i
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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 sixty 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 andcompetency of the information provided and/or work performed; nor shallsuch approval or payment be deemed to be an assumption of such responsibility or liability by Authority for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

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

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

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

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

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

37. DRAFTING PARTY
This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall not be interpreted against either Party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

38. INVESTMENT ADVISOR PROVISIONS
A. Services of Consultant. Authority hereby engages Consultant to serve as investment advisor under the terms of this Agreement with respect to the funds described in this Agreement and such Item 1i
Attachment 2
other funds as Authority may from time to time assign by written notice to Consultant (collectively the "Managed Funds"), and Consultant accepts such appointment. In connection therewith, Consultant will provide investment research and supervision of the Managed Funds investments and conduct a continuous program of investment, evaluation and, when appropriate, sale and reinvestment of the Managed Funds assets. Consultant shall continuously monitor investment opportunities and evaluate investments of the Managed Funds. Consultant shall furnish Authority with statistical information and reports with respect to investments of the Managed Funds. Consultant shall place all orders for the purchase, sale, loan or exchange of portfolio securities for Authority's account with brokers or dealers recommended by Consultant and/or Authority, and to that end Consultant is authorized as agent of Authority to give instructions to the custodian designated by Authority (the “Custodian”) as to deliveries of securities and payments of cash for the account of Authority. In connection with the selection of such brokers and dealers and the placing of such orders, Consultant is directed to seek for Authority the most favorable execution and price, the determination of which may take into account, subject to any applicable laws, rules and regulations, whether statistical, research and other information or services have been or will be furnished to Consultant by such brokers and dealers. The Custodian shall have custody of cash, assets and securities of Authority. Consultant shall not take possession of or act as custodian for the cash, securities or other assets of Authority and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and the applicable covenants and as supplemented by such other written instructions as may from time to time be provided by Authority to Consultant. Consultant shall be entitled to rely upon Authority's written advice with respect to anticipated drawdowns of Managed Funds. Consultant will observe the instructions of Authority with respect to broker/dealers who are approved to execute transactions involving the Managed Funds and in the absence of such instructions will engage broker/dealers which Consultant reasonably believes to be reputable, qualified and financially sound.

B. Pool Compensation. Assets invested by Consultant under the terms of this Agreement may from time to time be invested in (i) a money market mutual fund managed by an entity affiliated with Consultant or (ii) a local government investment pool managed by Consultant (either, a “Pool”) or in individual securities. Average daily net assets subject to the fees described in this Agreement shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for Consultant and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool.

C. Registered Advisor; Duty of Care. Consultant hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940. Consultant shall immediately notify Authority if at any time during the term of this Agreement it is not so registered or if its registration is suspended.

The federal securities laws impose liabilities under certain circumstances on persons who act in good faith. Nothing herein shall in any way constitute a waiver or limitation of any rights which Authority may have under any federal securities laws. Authority hereby authorizes Consultant to sign I.R.S.

Form W-9 on behalf of Authority and to deliver such form to broker-dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement. Consultant shall provide Authority a copy of such form W-9.

D. Consultant’s Other Clients. Authority understands that Consultant performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. Authority agrees that Consultant, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Managed Funds. Consultant shall not have any obligation to purchase, sell or exchange any security for the Item 1i
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Managed Funds solely by reason of the fact that Consultant, its principals, affiliates, or employees may purchase, sell or exchange such security for the account of any other client or for itself or its own accounts.

E. Disciplinary Actions. Consultant shall promptly give notice to Authority if Consultant shall have been found to have violated any state or federal securities law or regulation in any final and unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission (“SEC”) or any other agency or department of the United States, any registered securities exchange, the Financial Industry Regulatory Authority (“FINRA”), or any regulatory authority of any State based upon the performance of services as an investment advisor.

F. Books. Consultant shall maintain records of all transactions in the Managed Funds.

Consultant shall provide Authority with a monthly statement showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received, and the value of assets held on the last business day of the month. The statement shall be in the format and manner that is mutually agreed upon by Consultant and Authority.

G. Brochure and Brochure Supplement. Consultant warrants that it has delivered to Authority prior to the execution of this Agreement Consultant's current SEC Form ADV, Part 2A (brochure) and Part 2B (brochure supplement). Authority acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement.

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

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

PFM ASSET MANAGEMENT LLC
By:

Name: Monique Spyke
Title: Managing Director
Date:5/9/2022

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By:

Name: Girish Balachandran
Title: Chief Executive Officer
Date: 5/9/2022
Item 1i
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Exhibit A
Scope of Services
Specific responsibilities of the selected investment adviser will include:

1. At the start of the engagement assist the Authority staff in preparing an updated and revised investment policy for review by the Finance and Administration Committee and for approval by the Board of Directors. This step will include a study sessions with the Finance and Administration Committee and the full Board as requested by the Authority staff.

2. Annually review the Authority’s then current investment policy and discuss areas for improvement with staff that meet the Authority’s risk tolerance.

3. Provide assistance in developing and implementing an investment strategy that will maintain or enhance portfolio quality and performance within the parameters of the Authority’s Investment Policy and cash flow needs.

4. Manage the Authority’s investment portfolio as the Authority’s fiduciary and pursuant to the specific investment objectives stated in the adopted investment policy. Place all orders for the purchase and sale of securities, communicate settlement information to the Authority’s staff or custodian and coordinate security settlement.

5. Ensure the portfolio complies with all applicable laws and the Authority’s Investment Policy including resolutions relating to the investment of public funds.

6. Provide the Authority with investment reports that shall include, but not be limited to the following:
a. Monthly holdings and transaction statements including detailed portfolio holdings and portfolio summary statistics.
b. Quarterly investment reports including a description of market conditions, investment strategies employed, performance, and suggested changes to investment strategy. c. Annual portfolio performance reports, based on the Authority’s fiscal year, including, but not limited to local and national economy, the Authority’s portfolio holdings, performance objectives, and policy compliance.

7. Perform broker/dealer due diligence and maintain relations with the broker/dealer community.

8. Continually monitor market conditions and circumstances and report on any recommended changes to policies, strategies, and specific positions.

9. Attend Finance and Administration Committee and Board of Directors meetings as required.

Item 1i
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10. Serve as a general resource to the Authority’s staff for information, advice, and training regarding fixed-income investments. Communicate as necessary with the Authority staff to understand the Authority’s investment operations.

Item 1i
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Exhibit B
Compensation
Authority shall compensate Consultant for professional services in accordance with the termsand conditions of this Agreement based on the rates and compensation schedule set forth below.

For services provided by the Advisor pursuant to this Agreement, the Client shall pay the Advisor an annual fee, in monthly installments, based on the daily net assets under management according to the schedule below:

Average Assets Under Management Fees
Initial $100 million 8 basis points (0.08%)
Next $100 million 6 basis points (0.06%)
Above $200 million 5 basis points (0.05%)
“Daily net assets” is defined to include the amortized value of securities, accrued interest and cash or any money market fund balance.

The minimum annual fee for assets under management is $25,000, and such minimum annual fee shall be applied in equal monthly installments. For avoidance of doubt, in any month where the amount of the fee calculated under the schedule above is less than the amount of such equal monthly installment, then the amount of such equal monthly installment shall be applied.

Invoices
IMonthly Invoices
In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (include a statement indicating the basis upon which the fee was calculated ). 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.

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

Item 1i
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Exhibit C
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.

Item 1i
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Exhibit D
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

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

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

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

Consultant shall, at all times and in perpetuity or until such time as such Confidential Information is no longer retained by Consultant pursuant to applicable regulatory record keeping requirements or Consultant’s internal document archiving requirements keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information.

Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect Confidential Information, from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in connection therewith, to those employees or representatives of Consultant who have a “need to know” such Item 1i
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Confidential Information in the course of their duties with respect to the Consultant program and who agree to be bound by the nondisclosure and confidentiality obligations of this Agreement. Prior to disclosing any Confidential Information to its employees or representatives, Consultant shall require such employees or representatives to whom Confidential Information is to be disclosed to review this Agreement and to agree to be bound by the terms of this Agreement. Consultant shall not disclose Confidential Information or otherwise make it available, in any form or manner, to any other person or entity that is not Consultant’s employee or representative (a “Third Party”), except where that Third Party has separately entered into a nondisclosure agreement with Authority.

Without limiting Consultant’s obligation of confidentiality as further described herein, Consultant shall be responsible for establishing, maintaining, and providing written evidence to Authority of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantial similar to the security controls identified in the current version of NIST SP800- 53, and that is designed to: (a) ensure the security and confidentiality of the Authority’s Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Consultant, if any, comply with all of the foregoing. In no case shall the safeguards of Consultant’s data privacy and information security program used to protect Data be less stringent than the safeguards used by Consultant for its own data. The requirements set forth in the following sentences of this Section shall apply only to the extent that the services include handling credit card information,. The Consultant shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Consultant agrees and warrants that it is responsible for the security of “cardholder data” that Consultant possesses, stores, processes or transmits on behalf of the Authority, and for any impact on the security of Authority’s cardholder data environment adversely affected by any failure of Company to maintain compliance with provisions of the PCI-DSS applicable to the services. No less than annually, Consultant shall conduct a comprehensive independent third-party audit of its data privacy and information security program and provide such audit findings to Authority. The required audit shall be a SAS-70 (or successor standard) compliant audit, and Consultant shall provide the audit findings in the form of an SAS-70 Type II report.

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

5. In the event that Consultant has actual knowledge of a negligent act or omission, error, misconduct, or breach that permits any external unauthorized access to, or that compromises the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Authority’s Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than seventy-two (72) hours of becoming aware of such occurrence; (b) cooperate Item 1i
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with Authority in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials as required by applicable law; (c) in the case of Confidential Information, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence, arising from Consultant’s negligence; (g) assist the Authority with recreating lost Data if available through Consultant’s disaster recovery plan, with such assistance provided at no additional cost to the Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and other information reasonably required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence.

Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement, until such time as the requirements of Section 10 hereof have been satisfied.

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

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

8. If and only to the extent applicable to the services provided by Consultant hereunder, Consultant shall comply with the consumer protections concerning subsequent disclosure and use set forth in Attachment B to California Public Utilities Commission (CPUC) Decision No. 12-08-045.

9. In addition to any other requirements set forth in the Agreement, within thirty (30) business days of receipt of Authority’s written request, and at Authority’s option, Consultant will either return to Authority all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Authority with an affidavit of destruction that all such tangible Confidential Information of Authority has been destroyed. The foregoing notwithstanding, copies of Confidential Information may be retained by Consultant for internal record-keeping in accordance with regulatory requirements and in connection with routine electronic archiving.

10. Consultant acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to Authority and/or Authority Customers, the amount of which may be difficult to assess. Accordingly, Consultant hereby confirms that the Authority shall be entitled to apply to a court of competent jurisdiction or the California Public Utilities Commission (if and only to the extent that such Commission would have jurisdiction over the services to be performed by the Consultant hereunder) for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Consultant or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the Authority, in law or equity.

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

Item 1i
Attachment 2

LOCAL AGENCY INVESTMENT GUIDELINES

INVESTMENT
TYPE

MAXIMUM

MATURITYC

MAXIMUM

SPECIFIED
% OF

PORTFOLIOD

MINIMUM

QUALITY

REQUIREMENTS
GOV'T
CODE

SECTIONS
Local Agency Bonds 5 years None None 53601(a)
U.S. Treasury Obligations 5 years None None 53601(b)
State Obligations—
CA And Others 5 years None None 53601(c)
53601(d)
CA Local Agency Obligations 5 years None None 53601(e)
U.S Agency Obligations 5 years None None 53601(f)
Bankers’ Acceptances 180 days 40%E None 53601(g)
Commercial Paper—Non-Pooled FundsF
(under $100,000,000 of investments)
270 days
or less
25% of the
agency’s moneyG
Highest letter and
number rating by an
NRSROH
53601(h)(2)(c)
Commercial Paper—Non-Pooled Funds
(min. $100,000,000 of investments)
270 days
or less
40% of the
agency’s moneyG
Highest letter and
number rating by an
NRSROH
53601(h)(2)(c)
Commercial Paper—
Pooled FundsI
270 days
or less
40% of the
agency’s moneyG
Highest letter and
number rating by an
NRSROH
53635(a)(1)
Negotiable Certificates of Deposit 5 years 30%J None 53601(i) Non-negotiable Certificates of Deposit 5 years None None 53630 et seq.

Placement Service
Deposits 5 years 50%K None 53601.8 and 53635.8
Placement Service
Certificates of Deposit 5 years 50%K None 53601.8 and 53635.8 Repurchase Agreements 1 year None None 53601(j)
Reverse Repurchase Agreements and
Securities Lending Agreements 92 daysL 20% of the base
value of the portfolio NoneM 53601(j)
Medium-Term NotesN 5 years
or less 30% “A” rating category or
its equivalent or better 53601(k)
Mutual Funds And Money
Market Mutual Funds N/A 20% MultipleP,Q 53601(l) and
53601.6(b)
Collateralized Bank DepositsR 5 years None None 53630 et seq. and 53601(n)
Mortgage Pass–Through and
Asset–Backed Securities
5 years
or less 20% “AA” rating category or
its equivalent or better 53601(o)
County Pooled
Investment Funds N/A None None 27133
Joint Powers Authority Pool N/A None MultipleS 53601(p) Local Agency Investment Fund (LAIF) N/A None None 16429.1 Voluntary Investment Program FundT N/A None None 16340
Supranational ObligationsU 5 years
or less 30% “AA” rating category or
its equivalent or better 53601(q)
Public Bank Obligations 5 years None None 53601(r), 53635(c) and 57603
FIGURE 1

ALLOWABLE INVESTMENT INSTRUMENTS PER STATE GOVERNMENT
CODE (AS OF JANUARY 1, 2022)A

APPLICABLE TO ALL LOCAL AGENCIESB
See “Table of Notes for Figure 1” on the next page for footnotes related to this figure.

Item 1i
Attachment 3

LOCAL AGENCY INVESTMENT GUIDELINES
A Sources: Sections 16340, 16429.1, 27133,
53601, 53601.6, 53601.8, 53630 et seq., 53635,
53635.8, and 57603.

B Municipal Utilities Districts have the authority
under the Public Utilities Code Section 12871 to
invest in certain securities not addressed here.

C Section 53601 provides that the maximum term
of any investment authorized under this section,
unless otherwise stated, is five years. However,
the legislative body may grant express authority to
make investments either specifically or as a part of
an investment program approved by the legislative
body that exceeds this five year remaining maturity
limit. Such approval must be issued no less than
three months prior to the purchase of any security
exceeding the five-year maturity limit.

D Percentages apply to all portfolio investments
regardless of source of funds. For instance, cash
from a reverse repur-chase agreement would be
subject to the restrictions.

E No more than 30 percent of the agency’s money
may be in bankers’ acceptances of any one
commercial bank.

F Includes agencies defined as a city, a district,
or other local agency that do not pool money in
deposits or investment with other local agencies,
other than local agencies that have the same
governing body.

G Local agencies, other than counties or a city and
county, may purchase no more than 10 per-cent of the outstanding commercial paper and medium-term notes of any single issuer.

H Issuing corporation must be organized and operat-ing within the U.S., have assets in excess of $500 million, and debt other than commercial paper
must be in a rating category of "A" or its equivalent
or higher by a nationally recognized statistical rat-ing organization, or the issuing corporation must be organized within the U.S. as a special purpose
corporation, trust, or LLC, have program wide
credit enhancements, and have commercial paper
that is rated “A-1” or higher, or the equivalent, by a
nationally recognized statistical rating agency.

I Includes agencies defined as a county, a city
and county, or other local agency that pools
money in deposits or investments with other local
agencies, including local agencies that have the
same governing body. Local agencies that pool
exclusively with other local agencies that have the
same governing body must adhere to the limits set
forth in Section 53601(h)(2)(C).

J No more than 30 percent of the agency’s money
may be in negotiable certificates of deposit that
are authorized under Section 53601(i).

K Effective January 1, 2020, no more than 50
percent of the agency’s money may be invested in
deposits, including certificates of deposit, through
a placement service as authorized under 53601.8
(excludes negotiable certificates of deposit
authorized under Section 53601(i)). On January
1, 2026, the maximum percentage of the portfolio
reverts back to 30 percent. Investments made
pursuant to 53635.8 remain subject to a maximum
of 30 percent of the portfolio.

L Reverse repurchase agreements or securities
lending agreements may exceed the 92-day
term if the agreement includes a written codicil
guaranteeing a minimum earning or spread for the
entire period between the sale of a security using
a reverse repurchase agreement or securities
lending agreement and the final maturity dates of
the same security.

M Reverse repurchase agreements must be made
with primary dealers of the Federal Reserve Bank
of New York or with a nationally or state chartered
bank that has a significant relationship with the
local agency. The local agency must have held
the securities used for the agreements for at
least 30 days.

N “Medium-term notes” are defined in Section 53601
as “all corporate and depository institution debt
securities with a maximum remaining maturity of
five years or less, issued by corporations organized
and operating within the United States or by
depository institutions licensed by the United States
or any state and operating within the United States.”
O No more than 10 percent invested in any one
mutual fund. This limitation does not apply to
money market mutual funds.

P A mutual fund must receive the highest ranking
by not less than two nationally recognized rating
agencies or the fund must retain an investment
advisor who is registered with the SEC (or exempt
from registration), has assets under management
in excess of $500 million, and has at least
five years' experience investing in instruments
authorized by Sections 53601 and 53635.

Q A money market mutual fund must receive the
highest ranking by not less than two nationally
recognized statistical rating organizations or
retain an investment advisor registered with the
SEC or exempt from registration and who has
not less than five years' experience investing in
money market instruments with assets under
management in excess of $500 million.

R Investments in notes, bonds, or other obligations
under Section 53601(n) require that collateral be
placed into the custody of a trust company or the
trust department of a bank that is not affiliated
with the issuer of the secured obligation, among
other specific collateral requirements.

S A joint powers authority pool must retain an
investment advisor who is registered with the
SEC (or exempt from registration), has assets
under management in excess of $500 million,
and has at least five years' experience investing
in instruments authorized by Section 53601,
subdivisions (a) to (o).

T Local entities can deposit between $200 million
and $10 billion into the Voluntary Investment
Program Fund, upon approval by their governing
bodies. Deposits in the fund will be invested in the
Pooled Money Investment Account.

U Only those obligations issued or unconditionally
guaranteed by the International Bank for
Reconstruction and Development (IBRD),
International Finance Corporation (IFC), and
Inter-American Development Bank (IADB), with a
maximum remaining maturity of five years or less.

TABLE OF NOTES FOR FIGURE 1
Item 1i
Attachment 3
The table below describes the label used for each scenario in the graph below that illustrates the results of the cash flow analysis:

Scenario Description
Base The expected scenario using the current forward energy market prices.

P1 Energy prices starting Jan 1, 2023 and going forward, dropping to the one percentile level. This scenario models a significant revenue drop far exceeding the corresponding energy procurement cost decrease.

P33 Energy prices starting Jan 1, 2023 and going forward, dropping to the 33rd percentile level. This scenario models a moderate revenue drop exceeding the corresponding energy procurement cost reduction.

P67 Energy prices starting Jan 1, 2023 and going forward, increasing to the 67th percentile level. This scenario models a moderate increase in energy procurement costs with further increases in CAISO collateral calls.

P99 Energy prices starting Jan 1, 2023 and going forward, increasing to the 99th percentile level. This scenario models a significant increase in energy procurement costs with further increases in CAISO collateral calls.

All scenarios layer in a summer heat event like that experienced recently that drives liquidity needs by an additional ~$30 million.

Item 1i
Attachment 4
Cash Balance Scenarios & Minimum Cash Envelope**
Cash flow Month - Walk in Time
Attachment 4 – Cashflow Analysis
The graph shows each scenario's cash balance over the modeled time horizon (Sept 2022 to October 2025). The dash-green line, labeled “Min Envelope,” shows the minimum cash balance under all the scenarios over time. This line further indicates that the lowest cash balance occurs in August 2025, when we would only have $60 million. As a result, after holding $25 million for normal operations and an additional $30 million in overnight investments, $5 million is available to invest with a maturity term of 3 years. In other words, under the worst cash balance position of all scenarios, if we do not want to sell securities for operational cash needs at any point in time, then invest at most $5 million with securities that mature in 3 years and $94 million with securities that mature in 2 years.

Using the same methodology described above for the “Min Envelope” case, the table below shows the amount available to invest under all the modeled scenarios for 3-year investment maturities and then any additional amount available for 2-year investment maturities.

Scenario 3-year Investment
Maturity ($million)
2-year Investment Maturity
($million)
Base $110 $0
P1 $5 $106
P33 $111 $0
P67 $111 $0
P99 $99 $0
Staff does not recommend using the most extreme scenario but instead recommends the P33 scenario or $111 million (rounded to $110 million) with an investment maturity term of zero to three years. If the extreme scenario occurs, SVCE will still have access to all the funds invested. The consequence would be selling the securities at a time not desired from an investment management perspective where the agency could incur mark-to-mark loss (loss of some principal). As staff gains more operational experience from the new cash management approach, staff will continue to refine the methodology and the models. As cash balances grow, staff will direct more funds toward the investment portfolio; however, staff will continue to raise additional funds in an overnight investment vehicle, such as CAMP, for potentially large Provider-of-Last-Resort (POLR) posting requirements expected in early 2023. The Stress Test Analysis, discussed at the June Board Meeting, described the POLR posting requirements.

Item 1i
Attachment 4
Item 1i
Attachment 5

CUSTODY AGREEMENT
This custody agreement (the “Agreement”) dated as of January 10, 2013, is between U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Custodian (the “Custodian”) and the CALIFORNIA ASSET MANAGEMENT TRUST (the “Trust” and the “Customer”) organized under the laws of the State of California and each of the Participants or Investors in the Trust that has signed an Account Opening Addendum as provided herein. . WITNESSETH:

WHEREAS, the Trust has been created pursuant to a Declaration of Trust dated as of December 15, 1989 (as amended from time to time, the “Declaration of Trust”) in accordance with Section 6502 of Title I, Division 7, Chapter 5 of the Government Code of the State of California; and WHEREAS, the Trust desires the Custodian to serve as custodian of the securities and cash comprising the assets (“Pool Property”) of one or more separate series established under the Trust (individually a “Pool” and collectively, the “Pools”), and provide certain banking services as described herein, and the Custodian is willing to act in such capacity upon the terms and conditions herein set forth; and WHEREAS, the Trust desires the Custodian to serve as custodian of the securities and cash comprising the assets of discrete portfolios (“Individual Portfolios”) belonging to any California state department or agency, county, county board of education, county superintendent of schools, city, public corporation, public district or regional transportation commission that is a Participant or Investor, as those terms are defined in the Declaration of Trust ( “Participant” herein) and provide certain banking services as described herein and the Custodian is willing to act in such capacity upon the terms and conditions herein set forth. Each Individual Portfolio Account opened shall be treated as a separate custody account as if each Account had a separately signed custody agreement identical in terms to the ones contained herein.

For each Individual Portfolio Account opened, Customer and Custodian shall complete and sign an Account Opening Addendum, a copy of which is attached hereto as Exhibit A, and shall be made part of this Agreement; and
WHEREAS, the money of the Pools and Individual Portfolios to be deposited with the Custodian constitutes money of a local agency or agencies within the meaning of Title 5, Division 2, Part 1, Chapter 4, Article 2 of the Government Code of the State of California (the “Government Code”); NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto, intending to be legally bound, do hereby agree asfollows:

1. Appointment and Acceptance.

1.1 The Trust hereby appoints Custodian as its agent of the Pool Property and Individual Portfolios to provide custody and other services in connection with securities, cash and other property delivered from time to time to Custodian hereunder by, or at the direction of, the Trust and income, distributions and payments received by Custodian with respect thereto (collectively the “Assets”); and Custodian hereby agrees to act in such capacity, and perform such services, and hold the Assets in custody accounts established in the name of the Trust and Participants (each an “Account” and collectively the “Accounts”), upon the terms and conditions set forth below. Custodian warrants that it is authorized under the Governmental Code and other applicable law to act as custodian and otherwise provide services hereunder.

1.2 For purposes of this Agreement, all references contained herein to actions, directions and responsibilities (other than the obligations set forth in Sections 12 and 14) of the Trust shall include, apply to and be binding upon the Trust’s agents, including any investment manager or advisor, appointed 1 02/2012
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Attachment 5
and authorized by the Trust to direct Custodian or otherwise take actions on behalf of the Trust in connection with Custodian’s services and responsibilities hereunder. The Trust shall provide written notice to Custodian of the identity of all such appointed agents and the scope of their authority to act hereunder. The Trust hereby warrants that PFM Asset Management LLC (the Investment Advisor”) has been appointed investment manager with authority to direct Custodian on investments and cash management. This authority shall remain in force unless and until revoked by the Trust in writing to the Custodian.

2. Asset Delivery, Transfer, Custody and Safekeeping.

2.1 The Trust will from time to time deliver, or cause to be delivered. Assets to Custodian.

Custodian shall receive and accept such Assets for the Account upon appropriate directions from the Trust. Custodian shall keep records of all transactions involving the Account and Assets belonging to each Account.

2.2 Upon receipt of Appropriate Instructions, (defined in Section 11.1) Custodian shall return Assets to the Trust or Participant, as appropriate, or deliver to such location or third party as Appropriate Instructions may indicate, provided that in connection therewith it is the sole responsibility of the Trust or Participant to provide any transfer documentation as may be required by the Depository (defined in Section 3.3 below) or third party recipient. Custodian shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any Assets, except as provided herein or pursuant to Appropriate Instructions.

2.3 Custodian shall furnish the Trust or respective Participants, as part of the services for which Custodian charges its basic fee hereunder, with monthly Account statements reflecting all Asset transactions in the respective Accounts during the reporting period and ending Asset holdings. If the Trust or a Participant wishes Custodian to report on Assets that are not in control of the Custodian, the Trust or Participant requesting such report shall execute the Custodian’s CLIENT CONTROL ADDENDUM, which shall be provided to the Customer upon request.

2.4 Custodian shall forward to the Trust or Participant, or its designated agent identified in Section 17.4 (or as identified in a separate written designation by the Trust or Participant that is received by Custodian) all information it receives with respect to any of the Assets concerning redemption rights that are exercisable at the Trust or Participant’s option, tender or exchange offers, all proxy material it receives with respect to securities included among the Assets and all other special matters or shareholderrights. This Section 2.4 is subject to the following exceptions:

2.4.1 Exception: If Custodian receives a class action litigation proof of claim in respect to any of the Assets, Custodian shall file such claim on behalf of the Trust or Participant.

2.4.2 Exception: Custodian will not forward so-called “mini-tenders” to the Trust or Participant or its designated agent, as applicable. Mini-tenders are tender offers for a small amount of the outstanding securities of a “target” company, generally with an offer price at or below market value. For equity issues, unless a tender offer is made for 5% or greater of the outstanding securities, and is subject to Securities and Exchange Commission (“SEC”) review, the tender offer will not be forwarded by Custodian.

2.4.3 Exception: No tender offer will be forwarded by Custodian for a debt issue if:

2.4.3.1 It is not registered with the SEC;
2 02/2012
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Attachment 5

2.43.2 It has a “first received, first buy” basis with no withdrawal privilege and includes a guarantee of delivery clause; and

2.4.33 The offer includes the statement that “the purchase price includes all accrued interest on the note and has been determined in the sole discretion of the buyer and may be more than or less than the fair market value of the notes” or similar language.

2.5 Absent specific investment directions to the contrary from the Trust or a Participant, Custodian is hereby authorized and directed by them to hold all cash and all checks and drafts (when collected funds are received) in the applicable Pool’s demand deposit account (“DDA”). All disbursements made from the DDA at the Custodian are to be funded by transfers from the applicable Pool Property held by the Custodian in the applicable custody Account of the Pool to the DDA on the day of the disbursement. No disbursement shall be made by transfers from the Individual Portfolio custody accountsto the DDA.

2.6 If any of the Assets received and held by Custodian hereunder shall be plan assets (“Plan Assets”) with respect to any employee benefit plan (a “Plan”) as those terms are defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Custodian shall not be deemed to be, and shall not exercise any discretionary powers or control oversuch Plan Assets so as tobe, a fiduciary with respect to the Plan. Furthermore, the applicable Participant shall notify Custodian in writing whenever any Assets do constitute Plan Assets and thereafter, all subcontracts, agreements or other arrangements between Custodian and any subsidiary or affiliate thereof for services or products paid for from any assets of the said Plan and utilized in the performance of Custodian’s duties hereunder shall be subject to the advance approval the applicable Participant.

3. Powers of Custodian. In the performance of its duties hereunder, Custodian shall have the following powers:

3.1 To register any of the Assets in the name of the Trust or Participant or in the Custodian’s name or in the name of a nominee of Custodian or in the name of the Custodian’s agent bank or to hold any of the Assets in unregistered form or in such form as will pass title by delivery, provided that such Assets shall at all times be recorded in Customer’s Account hereunder as belonging to the Trust or Participant. In consideration of Custodian’s registration of any securities or other property in the name of Custodian or its nominee or agent, the Trust or applicable Participant agrees to pay on demand to Custodian or to Custodian’s nominee or agent the amount of any loss or liability for stockholders’ assessments, or otherwise, claimed or asserted against Custodian or Custodian’s nominee or agent by reason of such registration.

3.2 To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any or all other instruments that may be necessary or appropriate to carry out the duties described and powers granted herein.
33 To maintain qualifying Assets in any registered clearing agency or in a Federal Reserve Bank (collectively a “Depository”) as Custodian may select and to permit such deposited Assets to be registered in the name of Custodian, Custodian’s agent or nominee or Depository, on the records of a Depository and to employ and use securities depositories, clearing agencies, clearance systems, sub¬ custodians or agents located outside the United States in connection with transactions involving foreign securities.

3.4 Upon receipt of Appropriate Instructions, to maintain Assets in an account with a third-party custodian designated by the Trust for purposes ofsettling tri-party repurchase agreements. 3 02/2012
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Attachment 5

3.5 To employ agents and to delegate duties to them as it sees fit and to employ or consult with experts, advisors and legal counsel (who may be employed also by the Trust or a Participant) and to rely on information and advice received from such agents, experts, advisors, and legal counsel.

3.6 To perform any and all other ministerial acts deemed by Custodian necessary or appropriate to the proper discharge of its duties hereunder.

3.7 To hold uninvested reasonable amounts of cash whenever it is deemed advisable to do so to facilitate disbursements or for other operational reasons, and to deposit the same, with or without interest, in the commercial or savings departments of the Custodian serving hereunder or of any other bank, trust company or other financial institution including those affiliated with the Custodian, notwithstanding Custodian’s or other entity’s receipt of “float” from such uninvested cash.

4. Purchases.

4.1 Upon the receipt of Appropriate Instructions from the Trust, Custodian shall purchase securities for the Trust or Participants on a contractual settlement basis. The Trust and each Participant hereby agrees that it shall not instruct Custodian to sell any Asset until such Asset has been fully paid for by Custodian. Nor shall Customer engage in a practice whereby the Trust or Participants relies on the proceeds from the sale of an Asset to pay for the earlier purchase of the same Asset.

4.2 Notification by Agreement. Unless the Trust or a Participant and Custodian have entered into a separate written agreement that expressly makes Custodian either an investment manager or a discretionary trustee, the Account statements described above (including their timing and form) will serve as the sole written notification to the Trust and the Participants of any securities transaction effected by Custodian for the Account. Even so, the Trust and Participants have the right to demand that theCustodian provide written notification of such transactions pursuant to 12 CFR Sections 12.4(a) or (b) at no additional cost to Customer.

5. Sales.

5.1 Upon receipt of Appropriate Instructions from the Trust, Custodian will deliver Assets held by it as Custodian hereunder and sold by or for the Trust or a Participant against payment to Custodian of the amount specified in such Appropriate Instructions in accordance with the then current securities industry practices and in form satisfactory to Custodian. The Trust and Participants acknowledge that the current securities industry practice is delivery of physical securities against later payment on delivery date. Custodian agrees to use its best efforts to obtain payment therefore during the same business day, but the Trust and each Participant confirms its respective sole assumption of all risks of payment for such deliveries. Custodian may accept checks, whether certified or not, in payment for securities delivered on Customer’s direction, and the Trust or the respective Participant assumes sole responsibility for the risks of collectability of such checks.

6. Settlements.

6.1 Custodian shall provide the Trust and Participants with settlement of all purchases and sales of Assets in accordance with Custodian’s then prevailing settlement policies provided that:

6.1.1 Appropriate Instructions for purchases and sales are received by Custodian in accordance with Custodian’s then current published instruction deadline schedule;

6.1.2 Custodian has all other information necessary to complete the transaction. 4 02/2012
Item 1i
Attachment 5

6.1.3 To avoid a deficiency in the Accounts, the Trust and each Participant agree that they shall not initiate any trade without sufficient Assets to settle such trade, nor shall they notify a separate financial institution that they intend to settle purchases out of the Account without sufficient Assets to do so.

6.2 Custodian shall not be liable or responsible for or on account of any act or omission of any broker or other agent designated by the Trust to purchase or sell securities for the Account of the Trust or a Participant. Custodian shall not be responsible for loss occasioned by the acts, neglects, defaults or insolvency of any broker, bank, trust company or other person with whom Custodian may deal in the absence of bad faith on the part of Custodian.

7. Corporate Actions.

7.1 In connection with any mandatory conversion of Asset securities pursuant to their terms, reorganization, recapitalization, redemption in kind, consolidation or other exchange transaction that does not require or permit approval by the owner of the affected Assets, Custodian will tender or exchange securities held for other securities, for other securities and cash, or for cash alone.

8. Collections.

8.1 Custodian shall collect all income, principal and other distributions due and payable on Assets held either by Custodian or a Depository and credit it to the appropriate Account of the Trust or a Participant but shall be under no obligation or duty to take action to effect collection of any amount if the Assets upon which such payment is due are in default, or if payment is refused after due demand and presentation. Custodian shall have no responsibility to notify the Trust or Participant, as appropriate, in the event of such default or refusal to pay, but if Custodian receives notice of default or refusal to pay from an issuer or transfer agent, Custodian shall so advise the Trust or Participant as appropriate.

8.2 Collections of monies in foreign currency, to the extent possible, are to be converted into United States dollars at customary rates through customary banking channels, including Custodian’s own banking facilities, and in accordance with Custodian’s prevailing policies for foreign funds repatriation.

All risk and expense incident to such foreign collection and conversion is the responsibility of the Account and Custodian shall have no responsibility for fluctuations in exchange rates affecting such collections or conversion.

9. No Discretionary Authority; Standard of Care.

9.1 The Custodian shall care for the Assets in its custody as if, and to the same standard as it would its own property. The Trust and Participants and Custodian acknowledge that, except to the extent set forth in any separate instrument signed by the parties with respect to this Agreement, Custodian is not a fiduciary with respect to any Asset and the duties of Custodian hereunder do not include discretionary authority, control or responsibility with respect to the management or disposition of any Asset; or authority or responsibility to render investment advice with respect to any Asset. In addition, it is agreed that:

9.1.1 Custodian shall have no duty to make any evaluation or to advise anyone of the suitability or propriety of action or proposed action of the Trust or a Participants in any particular transaction involving an Asset or the suitability or propriety of retaining any particular investment as an Asset. Custodian shall have no duty or authority to review, question, approve or make inquiries as to any investment instructions given pursuant hereto. Custodian shall be under no duty or obligation to review the securities or other property held in the Account with respect to prudence or diversification.
5 02/2012
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9.1.2 Custodian shall not be liable for any loss or diminution of Assets by reason of investment experience or for its actions taken in reliance upon a direction or other instruction from the Trust or its agent.

9.1.3 Custodian shall have no duty or responsibility to monitor or otherwise investigate the actions or omissions of the Trust or Participants.

9.1.4 Custodian shall have no responsibility for the accuracy of Asset valuations quoted by outside services or sources in cases involving assets under the control of the Trust or Participants.

9.1.5 Custodian shall only be responsible for the performance of such duties as are expressly set forth herein or in Appropriate Instructions received by Custodian from the Trust or its agent which are not contrary to the provisions of this Agreement. Custodian shall exercise reasonable care in the performance of its services hereunder. In no event shall Custodian be liable for indirect, special or consequential damages.

9.1.6 Custodian shall not be liable for a failure to take an action required under this Agreement in the event and to the extent that the taking of the action is prevented or delayed by war (whether declared or not and including existing wars), revolutions, insurrection, riot, civil commotion, acts of God, accident, fire explosion, stoppage of labor, strikes or other differences with employees, laws regulations, orders or other acts of any governmental authority or any other cause beyond its reasonable control; nor shall any such failure or delay give Customer the right to terminate this Agreement, except as provided in Section 15 of this Agreement.

10. Books, Records and Accounts.

10.1 Custodian will make and maintain proper books of account and complete records of all Assets and transactions in the Account maintained by Custodian hereunder on behalf of the Trust and Participants. Custodian will preserve for the periods prescribed by applicable federal statute or regulation all records required to be maintained.

10.2 On reasonable notice, which shall in no event be less than forty eight (48) hours notice, Custodian will make available to and permit inspection during Custodian’s regular business hours by the Trust or a Participant and its auditors of all books, records and accounts relating to the Trust or such Participant and retained by Custodian (or, to the extent practicable, its agents) in connection with its duties hereunder on behalf of the Trust or such Participant.

11. Instructions and Directions.

11.1 Custodian shall be deemed to have received appropriate instructions (“Appropriate Instructions”) upon receipt of written instructions:

11.1.1 Given by any person whose name is listed on the most recent certificate delivered by the Trust and the Investment Advisor to Custodian which lists those persons authorized to give orders, and instructions in the name of and on behalf of the Trust and Participants or

11.1.2 Given by any other person duly authorized by the Trust for the Pool Property or by a Participant in respect to its individual Account or Accounts to give 6 02/2012
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instructions or directions to Custodian hereunder or who Custodian reasonably believes to be so authorized (such as an investment adviser or other agent designated by the Trust, for example).

11.2 Appropriate Instructions shall include instructions sent to Custodian or its agent by letter, memorandum, telegram, cable, facsimile, internet e-mail or similar means of written communication. The parties to this Agreement assume full responsibility for the security of electronically transmitted communications they send.
1 1.3 Any communication addressed and mailed shall be deemed to be given when received; and any communication sent by electronic transmission shall be deemed to be given when receipt of such transmission is acknowledged; and any communication delivered in person shall be deemed to be given when actually received by an authorized officer of Custodian or the Trust.

11.4 In the event that Custodian is directed to deliver Assets to any party other than the Trust or a Participant or its respective agent, Appropriate Instructions shall include and the Trust or Participant shall supply, customary transfer documentation as required by such party, and to the extent that such documentation has not been supplied. Custodian shall not be deemed to have received Appropriate Instructions.

12. Compensation, Security.

12.1 The Trust and Participants, in the case of Individual Portfolios, shall pay to Custodian fees for its services under this Agreement and shall reimburse Custodian for costs incurred by it hereunder as set forth in Schedule B or such other fee arrangement as Custodian and the Trust may otherwise agree in writing. Custodian agrees that it will not raise the fees for a period of three years from the effective date of this agreement. Invoices shall be sent either to the Trust or to the appropriate Participant in the case of an Individual Portfolio. If any such invoice is not paid within sixty (60) days, the Custodian may pay itself the amount of such invoice from the appropriate Account. Custodian shall give the Investment Advisor at least 10 days notice of such action.

12.2 If any advance of funds is made by Custodian on behalf of the Trust or a Participant to purchase, or to make payment on or against delivery of securities or there shall arise for whatever reason an overdraft in the Trust or Participant’s Account, or if the Trust or Participant is for any other reason indebted to Custodian, including, but not limited to, any advance of immediately available funds (i) with respect to payments to be received by Custodian in next-day funds for the Pool (which Customer acknowledges Customer is liable to repay if Custodian does not receive final payment), the Trust agrees to repay Custodian on demand the amount of the advance, overdraft or other indebtedness and accrued interest at a rate per annum (based on a 360-day year for the actual number of days involved) equal to the Federal Funds effective rate in effect from time to time; and (ii) with respect to payments to be received by Custodian in next-day funds for an Individual Portfolio (which Participant acknowledges it is liable to repay if Custodian does not receive final payment), the Participant agrees to repay Custodian on demand the amount of the advance, overdraft or other indebtedness and accrued interest thereon at a rate per annum.(based on a 360 day year for the actual number of days involved) equal to the Federal Funds effective rate in effect from time to time.

12.3 In the event of an advance of funds by Custodian, or if any overdraft is created by Account transactions, or if the Trust or a Participant is otherwise in default of any obligation to Custodian, Custodian may directly charge the applicable Account and receive such payment therefrom.

12.4 In the event that a compensation payment due Custodian is past due by more than 30 days, such amount may also be charged to the applicable Account and Custodian may receive such payment therefrom

12.5 [Intentionally omitted.]
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12.6 None of the provisions of this Agreement shall require Custodian to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if Custodian shall have reasonable grounds for believing that repayment of such funds, or indemnity satisfactory to Custodian against such risk or liability is not assured.

13. Customer Responsibility.

13.1 The Trust and each Participant shall be responsible for the review of all reports, accountings and other statements applicable to its Accounts provided thereto by the Custodian, and shall within 90 days following receipt thereof notify the Custodian of any mistakes, defects or irregularities contained or identified therein, after which time all such matters shall be presumed to be ratified, approved and correct and shall not provide any basis for claim or liability against the Custodian.

14. Indemnification.

14.1 The Trust and each Participant hereby agrees to fully and promptly indemnify Custodian and its affiliates, officers, directors, employees and agents (each a “Custodian Indemnified Party”) and hold each Custodian Indemnified Party harmless from and against any cost, losses, claims, liabilities, fines, penalties, damages and expenses (including reasonable attorneys’ and other professionals’ fees) (collectively, a “Claim”) arising out of:

14.1.1 The Trust or Participant’s actions or omissions with respect to its respective Accounts or

14.1.2 Custodian’s action taken or omitted hereunder with respect to its respective Accounts in reliance upon the Trust or Participant’s directions or instructions, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument delivered hereunder to Custodian in respect to such Accounts, reasonably believed by Custodian to be genuine or bearing the signature of a person or persons authorized by the Trust to sign, countersign or execute the same;

14.1.3 However the Trust and each Participant shall not indemnify a Custodian Indemnified Party for any Claim arising from the Custodian Indemnified Party’s judicially determined willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement in respect to its respective Accounts.

14.1.4 It is expressly understood and agreed by the parties hereto that the indemnity obligations herein are several as to the Trust and each Participant with respect to its respective Accounts, and the Trust shall have no indemnity obligation with respect to Individual Portfolios, and each Participant shall have no individual indemnity obligation with respect to the Trust Pool.

14.2 Custodian hereby agrees to indemnify the Trust and Participants and their respective controlling person, officers, directors, employee and agents (“Customer Indemnified Parties ) and hold each of them harmless from and against any and all Claims arising out of:

14.2.1 Custodian’s breach of this Agreement, willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement, or

14.2.2 Any loss of Assets, including theft or destruction thereof but expressly excluding investment losses or other diminution of Assets resulting from the Custodian’s proper performance of its duties hereunder.
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14.3 Custodian shall not indemnify a Customer Indemnified Party for any Claim arising from the Trust or Participant Indemnified Party’s breach of this Agreement, willful misfeasance, bad faith or gross negligence with respect to its duties and responsibilities under this Agreement.

14.4 This Section 14 shall survive the termination of this Agreement.

15. Termination.

15.1 This Agreement will remain in effect for three years from the effective date, with up to two one year renewals at the option of the Customer. Notwithstanding the foregoing, this agreement may be terminated by either party on not less than 60 days written notice to the other party, provided however that Custodian will continue to serve and this Agreement will not be terminated until such time as a successor custodian has been appointed and the Assets’ custody and records have been transferred to thesuccessor custodian .

15.2 Following notice of termination of this Agreement, Custodian shall follow such reasonable Trust instructions concerning the transfer of Assets’ custody and records, provided:

15.2.1 Custodian shall have no liability for shipping and insurance costs associated therewith;

15.2.2 [Intentionally omitted];

15.2.3 Prior to termination, Custodian shall have been reimbursed for any advances of monies or securities made hereunder to the Trust or any Participant. If anyAssets remain in an Account, the Trust and Participants acknowledge and agree that Custodian may designate the Trust or applicable Participant as successor Custodian hereunder and deliver the same directly to the Trust or applicable Participant.

15.3 Upon termination of this Agreement, all indemnification provisions herein shall survive with respect to any Claims arising from events prior to such termination.

16. Binding Obligations.

16.1 The Trust and Participants and Custodian each hereby represent that this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with the terms hereof; subject, as to enforcement of remedies, to applicable bankruptcy and insolvency laws, and to general principles of equity.

17. General Provisions.

17.1. Tax Responsibility. Unless indicated below in this section or required by law, Custodian shall not undertake any federal, state, or local tax reporting in connection with Assets, the Account or transactions therein, notwithstanding any other terms or conditions contained herein In addition to those required by law, the Custodian shall perform the following additional services: NA (if no additional services are to be performed, leave blank or mark NA)

17.2. Tax Lot Methods. For the purpose of complying with Internal Revenue Service regulations requiring cost basis reporting, please select the tax lot selection method you wish for your Account. We recommend that you consult with your tax advisor if you are unsure of the option that is best for you. 9 02/2012
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X
Maximize Gain - Shares are sold from tax lots having the lowest per unit federal tax cost.

17.3 Designated Agent:

Address:

Telephone Number:

Minimize Gain - Shares are sold from tax lots having the highest per unit federal tax cost with a holding period of more than one year.

First In First Out (FIFO) - Shares are sold from tax lots having the earliest federal tax acquisition date.

Last In First Out (LIFO) - Shares are sold from tax lots having the most recent federal tax acquisition date.

Highest Federal Cost First Out (HERO) - Shares are sold from tax lots having the highest federal tax cost per share.

Lowest Federal Cost First Out (LOFO) - Shares are sold from tax lots having the lowest federal tax cost per share.Specify Tax Lot -Shares are sold from tax lots that you specify.

Average Federal Tax Cost - Shares are sold across all tax lots using the average cost. If your Account(s) holds investments for which this method is not permitted, the First-In First-Out default method will be used, unless you direct otherwise.

If you do not specify a particular tax lot or method, the First-In First-Out method will be used. If you wish to use a tax lot selection method that is different from what you selected above, on an individual investment or transaction basis, you may make that selection when you execute your trade.

Shareholder Communications Act Authorization. The Shareholder Communications Act of 1 7.4 Customer’s Agent- Shareholder Rights. Should the Trust or any Participant require that a designated agent for the Account, such as an investment advisor, be responsible for proxy voting and other special matters and shareholder rights as specified in Section 2.4, above, the Trust or such Participant shall provide the name and address of that agent below. Such agent shall be removed upon Custodian’s receipt of a written removal from the Trust or Participant. The Trust or Participant may designate more than one agent to be responsible for separate sub-Accounts or investment Accounts under this Agreement by providing a clear, written designation to that effect to Custodian. Custodian hereunder has no authority or responsibility with regard to proxy voting or any similar special matters. Therefore, it may not be designated below unless it has separately agreed in writing to act as investment advisor for the Account.
1985, as amended, requires Custodian to make an effort to permit direct communications between a company that issues securities and the shareholder that exercises shareholder rights with respect to those securities. Unless the Trust or a Participant specifically directs Custodian in writing not to release its name, address and security position to requesting companies, Custodian is required by law to disclose the Trust or Participant’s name and address to such companies. Therefore the Trust and Participants hereby responds to the following question [no response will mean “yes”]. Does the Trust and Participants authorize Custodian to provide its name, address and security position to requesting companies whose stock is owned in this Account? Yes / X No

17.5 Notice. Except as provided in Section 11 above, any notice or other communication under this Agreement shall be in writing and shall be considered given when delivered by certified mail, return receipt requested, to the parties at the addresses set forth on the execution page hereof (or at such other address as a party may specify by notice to other). Notice shall be effective upon receipt if by mail, or on the date of personal delivery (by private messenger, courier service or otherwise) or facsimile, whichever occurs first, to the addressed indicated below. The below addresses and individuals may be 10 02/2012
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changed at any time by an instrument in writing executed by the party giving same and given to the other party, in accordance with the procedure set forth above.

17.6 Complete Agreement; Modification. This Agreement contains a complete statement of all the arrangements between the parties with respect to its subject matter, supersedes all existingagreements between them concerning the subject, and cannot be amended or modified in any manner except by a written agreement executed by both parties. Notwithstanding the foregoing, if at any time Custodian is holding assets or property of the Trust or a Participant pursuant to any other custodial, pledge or other agency agreement with Customer (or which Customer has acknowledged in instructions to Custodian) and one or more third parties that involves Custodian’s duties or obligations to a third party (which may be affiliates to Custodian) with respect to Assets, the terms and requirements of the other agreements concerning such Assets shall supersede and control the provisions and dutiesset forth herein.

17.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed in California.

17.8 Assignment. No party may assign any of its rights hereunder without the consent of the other, which consent shall not be unreasonably withheld. The foregoing consent requirement does not apply if either party shall merge or consolidate with or sell substantially all of its assets to another corporation, provided that such other corporation shall assume without qualification or limitation all obligations of that party hereunder either by operation of law or by contract.

17.9 Separability. If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.

17.10 No Third Party Rights. In performing its services hereunder, Custodian is acting solely on behalf of the Trust. No agency, contractual or service relationship shall be deemed to be established hereby between Custodian and any other persons.

17.11 Counterparts and Duplicates. This Agreement may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. This Agreement and any administrative form under the Agreement may be proved either by a signed original or by a reproduced copy thereof (including, not by way of limitation, a microfiche copy or an electronic file copy).

17.12 Legal Actions Affecting Account. If Custodian is served with a subpoena, restraining order, writ of attachment or execution, levy, garnishment, search warrant or similar order relating to the Account, (a “Legal Action”) Custodian will comply with that Legal Action and shall be held harmless therefrom, the Trust or applicable Participant will reimburse Custodian for any fees or expenses Custodian incurs in responding to any Legal Action affecting the Account (including but not limited to attorneys’ fees and other professionals’ fees).

17.13 Abandoned Property. Any Assets remaining unclaimed or abandoned by the Trust or a Participant shall be delivered to the proper public official pursuant to applicable state’s abandoned property, escheat or similar law and Custodian shall be held harmless therefrom. This Section 17.14 shall survive the termination of the Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative effective as of the date first written above.

TRUST
By:

Title:

Date:

Address:
(ft

CALIFORNIA ASSET MANAGEME
(The Trust
U.S. BANK NATIONAL ASSOCIATION,
as Custodian
By:

Title:

Date:

Address:
12 02/2012
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative effective as of the date first written above.

CALIFORNIA ASSET MANAGEMENTTRUST
(The Trust)
By:

Title:

Date:

Address:

U.S. BANK NATIONAL ASSOCIATION,
as Custodian
12 02/2012
Exhibit A
Account Opening Addendum
Effective: 7-Feb-13 Revised 6/26/13
Date
Silicon Valley Clean Energy 19-CA**** TBD
___________________________ ___________________________ U.S. Bank National Association PFM Asset Management
as Program Administrator of
The California Asset Management Program
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Noticeof Designation of Authorized Persons
To: Richard J. Ertel
Secretary
PFM Asset Management LLC
Kenneth Schiebel
Robert Cheddar f
Brian Raubenstine
Giancarlo Morales-Belletti
Meredith I^Buda Sullivan
Greta Foust
Michael Downs
James Sims
Laura Creason
Kylie Bueti
John Zhang
Ryan Petrasic
Mitul Patel
Joseph ('reason
Jeffrey Rowe
Kerri Muskin
Pursuant to the Unanimous Written Consent of the Managers of PFM Asset Management LLC dated December 7, 2021, I hereby designate the following individuals as authorized persons to open accounts in the name of the Company, acting pursuant to an investment advisory agreement, with registered securities broker dealers and banks and to direct transactions for the purchase or sale ofsecurities and transfer of funds in such accounts in accordance with agreements governing such accounts.

Dated: July 20, 2022
These arc the only persons so designated
Chief Investment Officer
Quick Notes Page 1
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EXHIBIT B
U.S. Bank Custody Fee Schedule
California Asset Management Program
Cash Reserve Portfolio:

Annual Administrative Fee $7200
Market Value Based Fee 0.333 basis points (annual rate) Transactions:

FED/DTC buys/sells faxed $10 perFED/DTC buys/sells electronic $6 per Interest Payments No charge
Maturities/Calls $10 per
Repos $6 per
Individually Managed Portfolios:

Annual Administrative Fee $200
Market Value Based Fee 0.333 basis points (annual rate) Transactions:

FED/DTC buys/sells faxed $10 perFED/DTC buys/sells electronic $6 per Interest Payments No charge
Maturities/Calls $10 per
Repos $6 per
Cash Transfers $2.50 per
Fees to be invoiced monthly.

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CALIFORNIA ASSET MANAGEMENT TRUST

FIRST AMENDMENT TO CUSTODY AGREEMENT
This Amendment to Custody Agreement (the "Amendment") is made and entered into as of _15th day of _March ,2018 and is effective as of January 10, 2018 by and between the California Asset Management Trust (the "Trust" and the "Customer") and US Bank National Association ("the Custodian").

WITNESSETH THAT
WHEREAS, the Trust and the Custodian entered into a Custody Agreement ("the Agreement") dated as of January ioth2013, whereby the Custodian is providing custody services as described therein; and WHEREAS, the Trust and the Custodian wish to amend the Agreement to extend the termination date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent of being legally bound, the parties hereby agree as follows:

The first sentence of Section 15.1of the Custody Agreement is hereby deleted and shall be replaced by the following:
"This Agreement shall commence on the Effective Date and shall terminate on February 5, 2021unless otherwise terminated pursuant to this section, [already in Custody Agreement].

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

IN WITNESS WHEREOF, this Amendment has been executed by the Trust and the Custodian and is effective as of the date written above.

CALIFORNIA ASSET MANAGEMENT TRUST
By;_
Name: Steven Dial
President

US BANK NATIONAL ASSOCIATION

THIRD AMENDMENT TO CUSTODY AGREEMENT
THIS THIRD AMENDMENT TO CUSTODY AGREEMENT effective as of January 1, 2021 (the “Third Amendment”) is by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as Custodian (the “Custodian”) and the CALIFORNIA ASSET MANAGEMENT TRUST (the “Trust”), a trust organized under the laws of the State of California.

WHEREAS, the Custodian and the Trust entered into a Custody Agreement dated as of January 10, 2013 (the “Original Agreement”) whereby the parties agreed that the Custodian would serve as custodian of the securities and cash comprising (i) the assets of one or more separate series established under the the Trust, and provide certain banking services as described in the Original Agreement, and (ii) the assets of discrete portfolios belonging to any California state department or agency, county, county board of education, county superintendent of schools, city, public corporation, public district or regional transportation commission that is a Participant or Investor, as those terms are defined in the Declaration of Trust and provide certain banking services as described in the Original Agreement; and WHEREAS, the Original Agreement provided for an initial term of three years, with two one-year renewals at the option of the Trust, both of which options have been exercised; and WHEREAS, pursuant to a First Amendment to Custody Agreement dated as of August 2013 (the “First Amendment”), the Trust and the Custodian amended the Original Agreement to change the selection of tax lot method relating to sales of securities held in custody by the Custodian, in order to (i) facilitate the reporting by PFM Asset Management LLC, as the Trust’s investment advisor, of trade information for such securities and (ii) achieve cost savings; and WHEREAS, pursuant to an amendment misdesignated as a First Amendment to Custody Agreement dated as of March 2018 (the “Second Amendment,” and with the Original Agreement and the First Amendment, the “Existing Agreement”), the Trust and the Custodian extended the term of the Existing Agreement through February 5, 2021; and
WHEREAS, the Custodian and the Trust desire to amend the Existing Agreement (i) to revise the Custodian’s fee schedule, (ii) to extend the term of the Existing Agreement by three years, and (iii) to provide after such three-year extension for the ability of the Trust to exercise options for two additional three-year renewals, subject to the ability of the Custodian to further adjust its fee schedule for such renewal periods; and
WHEREAS, the Existing Agreement, as amended by this Third Amendment, is referred to as the “Agreement;” and
WHEREAS, capitalized terms used herein but not defined herein shall the meanings ascribed to such terms in the Original Agreement.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, PFM and Bank agree as follows:

1. Extension of Term. This Agreement is hereby extended for an additional three (3) years (the “Second Extension Term”), which Second Extension Term shall commence on February 6, 2021 and terminate on February 5, 2024. Thereafter, the Trust may extend the term of the Agreement for Item 1i
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-2-
two additional three-year periods (“Additional Terms”), subject to the ability of the Custodian to adjust the Fee Schedule during such Additional Terms as provided in Section 2 hereof.

2. Replacement of Fee Schedule.

Effective January 1, 2021, the Fee Schedule attached as to the Original Agreement as Exhibit B is hereby replaced by the Fee Schedule attached hereto as Exhibit B (Amended). The Fee Schedule attached hereto shall remain in effect through the Second Extension Term or earlier termination of this Agreement. Thereafter, assuming the Trust has exercised its right to extend the Agreement for the two Additional Terms, the Custodian may revise the Fee Schedule on the effective date of any subsequent Additional Term, provided that written notice of any proposed changes to the Fee Schedule must be provided to the Trust at least 90 days in advance of the effective date of such subsequent Additional Term. Changes to the Fee Schedule during any such subsequent Additional Terms of the Agreement are subject to negotiation and approval by the Trust in writing and may not exceed the unadjusted percent change in the Consumer Price Index for All Urban Consumers (CPI-U) for the most recently available 36-month period which precedes the expiration date of the then current Additional Term, provided that the Trust shall be under no obligation to extend the term at the end of any Additional Term even if the proposed Fee Schedule adjustment is within the agreed upon limit.

3. Confirmation of Existing Agreement. Except as amended and supplemented hereby, the Existing Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by their duly authorized representative effective as of the date first written above.

CALIFORNIA ASSET MANAGEMENT TRUST U.S. BANK NATIONAL ASSOCIATION, (The Trust) as Custodian

By:____________________________________ By:___________________________________ Title:___________________________________ Title:__________________________________ Date:___________________________________ Date:__________________________________

Address: Address:
________________________________________ ______________________________________

________________________________________ ______________________________________ Vice President
11/17/20
800 Nicollet Mall
Minneapolis, MN 55402
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Staff Report – Item 1j
Item 1j: Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Tina Walia, Executive Committee Chair
Date: 6/14/2023
The Executive Committee met May 26, 2023 and heard from staff on workforce development, SVCE’s 2024 Strategic Plan, framework for the SVCE FY 2023-24 budget, and information on SVCE’s FutureFit Homes program.

Bena Chang, Senior Government Affairs Manager, presented an update on SVCE’s Workforce Development strategy which included how workforce fit into SVCE’s mission, areas where SVCE has focused on workforce development, and what partnerships SVCE may want to continue building. The next steps identified included refining the workforce development strategy and bringing ideas back to the Board.

CEO Girish Balachandran presented an update on the development of SVCE’s 2024 Strategic Plan, which included a discussion about the proposed FY 24 Strategic Focus Areas. Committee members provided their feedback on staff’s initial draft of the focus areas, which staff will refine and bring back to the Board.

Amrit Singh, CFO and Director of Administrative Services, presented SVCE’s FY 2023-24 Budget framework.

CFO Singh’s presentation included revenue modeling, reserve targets, customer discount rate, power supply costs and other cost drivers including the possibility of purchasing a building. The Committee provided feedback on the assumptions of the budget, and initial thoughts on purchasing rather than leasing a building.

Staff will incorporate feedback into the development of the budget, which will be brought back to the Executive Committee for further discussion and to the Board of Directors for approval in September.

Jessamyn Allen, Senior Programs Specialist, provided a presentation with an overview of SVCE’s FutureFit Homes program, which helps support whole-home electrification by addressing key financial and technical barriers and provides services to support incentive layering and development of electrification roadmaps.

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, May 26, 2023
The next meeting of the Executive Committee is scheduled for June 23, 2023 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

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Staff Report – Item 1k
Item 1k: Finance and Administration Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Hung Wei, Finance and Administration Committee Chair Date: 6/14/2023
The Finance and Administration Committee met May 15, 2023 and discussed the results of the stress test analyses for the FY2024-2028 planning horizon, framework for the FY 2023-24 budget, and format changes to SVCE’s Treasurer Report.

Amrit Singh, SVCE’s CFO and Director of Administrative Services, presented findings of the stress test analyses.

Presentation highlights included a recap of the Energy Risk Management framework, construction of the stress test scenarios, an overview of the modeled price collapse, results and implied reserve targets, and next steps.

Committee members asked clarifying questions to understand the modeled risks.

CFO Singh presented the next item, which addressed SVCE’s FY 2023-24 Budget Framework. Staff requested feedback on the principles and assumptions used, and CFO Singh noted the budget numbers would be computed in July based on feedback from the committee. Next steps identified were bringing the budget framework discussion to the Executive Committee, and to develop recommendations based on the feedback received with options for a draft budget to be presented to the Finance and Executive Committee in early August.

Lastly, CFO Singh and Aidas Baublys, Senior Financial Analyst, presented an informational item on updates to the monthly Treasurer Report. The Committee reviewed the proposed changes and provided feedback.

Materials from this meeting can be found at the following link: SVCE Finance and Administration Committee Meeting, 5/12/23.

The next Finance and Administration Committee meeting is scheduled for Tuesday, August 1, at 1:00 p.m. at the SVCE Office.

Item 1k
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Staff Report – Item 1l
Item 1l: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Girish Balachandran, CEO
Date: 6/14/2023
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings.

There is no report this month as the regularly scheduled meeting on May 17, 2023 was adjourned.

The next meeting of the board will be June 21, 2023 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/
Item 1l
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Staff Report – Item 1m
Item 1m: Additional Committee Reports
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 6/14/2023
There are no reports for the 1) Legislative Response to Industry Transition 2023 Ad Hoc Committee and 2) Audit Committee as they have not met since the last report.

The next meeting of the Legislative Response to Industry Transition 2023 Ad Hoc Committee is scheduled for June 21, 2023 at 3:00p.m.; the next meeting for the Audit Committee will be scheduled based on member availability.

Item 1m

SILICON VALLEY

CLEAN ENERGY

Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Girish Balachandran, CEO
Date: 6/14/2023
REPORT
Staff Updates
Karen Chang joined SVCE on May 22, 2023 as Manager of Finance and Risk Controls. Karen’s responsibilities in the finance area will include developing our financial forecasts and budgets, managing our accounting functions in coordination with our third-party accounting firm (including the annual audit), and managing our cash flows, investments, banking, and counterparty collaterals. In the risk controls area, Karen will help project manage the ongoing Energy Trading and Risk Management system implementation, part of phase one of the Business Process Optimization initiative. Karen will also enhance and further develop the middle office risk controls per our Energy Risk Management Policy and industry standards. Karen has a B.S. in Mechanical Engineering from UCLA and a Certificate in International Business & Marketing from UCLA Anderson School of Business.

Juliette Pascual began her new role as Community Outreach Specialist on the Energy Services & Community Relations team May 30, 2023. Juliette had been working with SVCE as a Climate Corp fellow since September 2022, working on outreach efforts such as local community events, education fund grants, and the EmpowerSV video scholarship competition. Prior to SVCE, Juliette worked in community engagement at an urban forestry nonprofit. She also was a Peace Corps Volunteer in the Philippines from 2019-2020. Juliette graduated from UC Berkeley with a B.S. in Conservation & Resource Studies and a minor in Creative Writing.

Personnel Officer Update
SVCE is increasing its retreat cadence and will be gathering again in late June to meet offsite on the 22nd and at the office on the 23rd for the Executive Committee Meeting. Since the May Board Meeting, SVCE has brought on board full-time one of our most recent Climate Corps fellows, and has had an offer accepted for the position of Energy Services Principal - with the candidate starting in late June. With the departure of one member of the 4PRO team, vacancies remain at four currently, and recruitment continues for those positions.

Summer Readiness Update for June 14, 2023 Board Meeting The California Independent System Operator (CAISO) released their 2023 Summer Loads and Resources Assessment, which offers an outlook into available resources going into the season. Due to new resource build and a good hydro year, agencies are generally optimistic about this summer. It is expected there are sufficient contingencies to meet demand should such conditions as the 2022 heat wave were to occur.

Using lessons learned from last summer’s response, staff will take the following actions to help the state and the grid if conservation events are called.
• Proactively connecting with member agency facilities contacts and large commercial and industrial customers ahead of the summer Flex Alert season.
• Promoting the PG&E Power Saver Rewards Program and Emergency Load Reduction Programs offered through PG&E where customers can get paid to reduce load when an event is called.

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Agenda Item: 2 Agenda Date: 6/14/2023

• Continuing to enroll customers in the GridShift EV Charging app, which pays customers for load reduction during “critical GridShift hours.
• Exploring getting municipal resilience projects enrolled into a Distributed Energy Resources Management System to be able to respond to events this summer.

Staff will send out a digital toolkit in the coming weeks to the board and member agency staff to help share preparedness messaging with the community. Staff will also provide updates throughout the summer when Flex Alerts or other grid events are called.

City-level GHG Metrics Coming Soon
SVCE staff currently supports member agencies in preparing their communitywide greenhouse gas (GHG) emissions inventories each year. We plan to summarize and publish some high-level GHG numbers for each jurisdiction, across the building and transportation sectors. This information will include historical information and links to each jurisdiction’s own, detailed GHG inventories if available. Staff intends to make this available on the SVCE website in the coming few months.

CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) Sunshine Strategies, Amendment: Communications support for existing Buildings Policies Development, extends date to 12/31/23
2) FreeWire Technologies, Inc., Inventive Program Agreement: Priority Zone DC Fast Charging Incentive Program Incentive Agreement, not to exceed $100,000
3) Au Energy, Incentive Program Agreement: Priority Zone DC Fast Charging Incentive Program Incentive Agreement, not to exceed $100,000
4) City of Morgan Hill, Grant Agreement: Decarbonization Grant Program Agreement, not to exceed $500,000, 12/31/24
5) City of Morgan Hill, Grant Agreement: Decarbonization Grant Program Agreement, not to exceed $95,748, 12/31/24
6) SEI, Agreement: Climate Corps Fellow Hosting Services, not to exceed $216,000, 9/1/23 – 6/30/24, approved by the Board of Directors at the May 10, 2023 Board of Directors meeting 7) Power MC LLC, Agreement: Business Process Optimization, not to exceed $97,290. 5/22/23 – 12/31/23 8) City of Cupertino, Grant Agreement: Decarbonization Grant Program Agreement, not to exceed $111,500 9) NP Energy, LLC, Amendment: Management and Policy Consulting, extends term to 12/31/24 Item 2

AMENDED

CEO Power Supply Agreements Executed
Counterparty Name Execution/Effective
Date Transaction Type Product Start Date End Date Notional Value STX Commodities 4/18/2023 Purchase RPS PCC-3 1/1/2022 12/31/2022 $286,000 MSCG 4/4/2023 Purchase RPS PCC-1 4/4/2023 12/31/2023 $1,350,000 SJCE 5/3/2023 Purchase Resource Adequacy 7/1/2023 7/31/2023 $65,000 MSCG 3/21/2023 Amendment RPS PCC-1 1/1/2023 12/31/2023 $66,710.76 PCE 4/26/2023 Purchase Resource Adequacy 7/1/2023 7/31/2023 $660,000 PCE 4/26/2023 Sale Resource Adequacy 7/1/2023 7/31/2023 $660,000 PCE 5/8/2023 Purchase Resource Adequacy 7/1/2023 7/31/2023 $260,000 Constellation 5/12/223 Purchase Resource Adequacy 9/1/2023 9/30/2023 $3,060,000 SDG&E 5/12/223 Purchase Resource Adequacy 7/1/2023 9/30/2023 $5,666,000 SDG&E 5/12/223 Purchase Resource Adequacy 7/1/2023 9/30/2023 $14,939,600 Direct Energy 5/10/2023 Purchase Import Allocation Rights 8/1/2023 8/31/2023 $25,500 MSCG 5/12/223 Purchase Resource Adequacy & Carbon-Free
Energy 8/1/2023 8/31/2023 $1,840,000
PG&E 5/24/2023 Purchase Resource Adequacy 8/1/2023 8/31/2023 $900,000 These agreements are included in the Board packet as Appendix A.

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AMENDED

SILICON VALLEY

CLEAN ENERGY

Presentations & Relevant Meetings Attended by CEO
- Participated in CalCCA Monthly board, executive, and legislative meetings - CalCCA Annual Conference panelist, “CCAs Innovating for the Future”, May 19, 2023

ATTACHMENTS

1. Clean Power Update, June 2023

2. Decarb Programs & Policy Update, June 2023

3. Energy Services & Community Relations Update, June 2023

4. Regulatory and Legislative Update, June 2023

5. Agenda Look Ahead, June – October 2023
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SILICON VALLEY \3/ CLEAN ENERGY
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 1
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Attachment 1
Seller Project Name Technology Generation MW
Storage
MW
Approximate %
of Annual load
in 2025 Term (years)
Lifetime Not
to Exceed
Authority
(MM$)
SVCE
Board
Approval Status
1 MN8 Slate Solar + Storage 93.0 46.5 6.7% 17 $198 Oct-18 Online 2 Ormat Casa Diablo Geothermal 7.0 1.4% 10 $43 Feb-20 Online 3 Atlantica Coso Geothermal 43.8 9.6% 15 $331 Mar-20 Online 4 Leeward Rabbitbrush Solar + Storage 40.0 8 3.0% 15 $64 Apr-20 Online 5 NextEra Yellow Pine Solar + Storage 50.0 26 4.1% 20 $128 May-20 Construction 6 Avantus Aratina Solar + Storage 80.0 20 6.6% 20 $174 Jun-20 Pre-construction 7 174 Power Global Atlas Solar 50.0 0 3.8% 10 $27 Jan-21 Pre-construction 8 SB Energy Angela Solar + Storage 20.0 10 1.4% 15 $35 Mar-21 Pre-construction 9 AES Mountain View Wind 33.3 3% 20 $128 Apr-21 Online
10 Origis San Luis West Solar + Storage 62.5 15.625 4% 15 $74 Apr-21 Pre-construction 11 Clearway Victory Pass Solar + Storage 100.0 25 8% 15 $149 May-21 Construction 12 Terra-Gen Cameron Crest Wind 77.7 5% 15 $150 May-21 Online 13 Rev Renewables Tumbleweed Long Duration Storage 15.9375 n/a 15 $100 Feb-22 Pre-construction 14 Onward Goal Line Long Duration Storage 14.2 n/a 15 $100 Mar-22 Pre-construction 15 Ormat Geothermal Portfolio Geothermal 16.75 3.3% 20 $256 Jun-22 Pre-construction 16 OME Fish Lake Geothermal 1.82 0.4% 20 $30 Jun-22 In-development Item 2
Attachment 1
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Attachment 1
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Attachment 1
Item 2
Attachment 1
Permit Simplification Effort
Resilience at Community Facilities
FutureFit Homes & Buildings
Regional Coordination
Click for More Information Active In Development Complete C&I Clean Power Offerings
Electric Showcase Awards
FutureFit Heat Pump Water Heater
FutureFit Fundamentals
Accessible Financing
Existing Building Policy Experimentation
Feasibility Assessment - Natural Gas Phase Out By 2045
CA Electric Vehicle Infrastructure Project (CALeVIP)
Priority Zone DCFC
Future Fit Assist
Fleet Electrification Program
SV Transportation Electrification Clearinghouse (SVTEC) Other Virtual Power Plant
Customer Resource Center (eHub)
Innovation Onramp Pilots

PROGRAMS AT A GLANCE
POWER
SUPPLY
GRID

INTEGRATION

EDUCATION &

OUTREACH
BUILT

ENVIRONMENT

MOBILITY

INNOVATION
Reach Codes
CRCR Bill Relief
Lights On Silicon Valley
GridShift EV Charging
Data Hive
Medical Baseline Battery Program
Q1 2023
Building Decarbonization Demonstration Grants
Decarbonization Engagement Grants
SV Building Electrification Clearinghouse (SVBEC)
Multifamily EV Charging Installation Incentive Program
Multifamily Building Electrification Direct Install
Multifamily EV Charging Direct Install
Item 2
Attachment 2
DPP Update, June 2023
New Electrification Incentives for
Small to Medium Businesses
New SVCE rebates are now available to Small-to-Medium Business customers for electrifying space and water heating equipment! We’re offering up to $20,000 (and $25,000 for nonprofits) for qualifying projects.

Learn more here about how to participate.

Through the Go Electric Summer Kick Off Sweepstakes,
ten winners will have the opportunity to choose between a $500 electric bill credit, a Caraway 12-piece cookware set paired with a portable induction cooktop, or a portable power station paired with a Google NEST Learning Thermostat.

Customers can enter to win by taking a deep dive into SVCE’s online tools and resources to learn new ways to use your clean electricity and go electric at home and on the road. The more customers explore, the more chances they have to win.

Sweepstakes end June 18, 2023.

Enter the sweepstakes for a chance to win!
Enter the Go Electric Summer Kick Off
Sweepstakes

DECARBONIZATION PROGRAMS UPDATE

JUNE HIGHLIGHTS
FutureFit Homes Expands Offerings to
Low-Income Households
Starting in May, SVCE’s FutureFit Homes Program expanded the higher rebates designed for low-income households to more customers. Previously, only customers enrolled in CARE or FERA rates were eligible. Now, customers meeting the low-income criteria for Santa Clara County can receive these rebates – up to $13,000 in rebates per household. All FutureFit Homes rebates can be applied with other regional, state, and federal incentives.

Rebates must be reserved via SVCE’s website before upgrades are made.

Visit the FutureFit Homes page to learn how to apply.

Item 2
Attachment 2
DPP Update, June 2023
ONGOING METRICS Q1 2023
10/22 11/22 12/22 1/23 2/23
400
300
200
100
0 Rebates claimed*: $1.06M
Rebates reserved: $392.5K
Future Fit Homes
Provide incentives to residents for electric heat
pump water heaters (HPWH), heat pump HVAC
systems, service panel upgrades, and pre-wiring
upgrades to replace gas appliances
Future Fit Assist
Assistance in site assessment, preliminary
design, and applying to rebates for charging at
multifamily housing and small and medium
workplace properties.

Cumulative Applications
Total $Funds Reserved (in thousands)
0 10 20 30 40
Commercial business
Government
Multifamily
School/Nonprofit
Charging Installation
Incentive Program
Incentive program for L1 and L2 EV charging
infrastructure at multifamily properties
*Under old program FY20** -2022
Dec Jan Feb
0 10 20 30 40
HPWH

HP HVAC
Panel Upgrades
Pre-wiring
Meter Removals
Number of Reservations
K
K
K
K
Funds Reserved: $707K
Approved Reservations: 17
Goal: 35 Sites, 150 ports
Item 2
Attachment 2
DPP Update, June 2023
± ± ± ±
±1 l± ±1 1± A
SILICON VALLEY \3/ CLEAN ENERGY
CALeVIP
Level 2 DCFC
500,000
000,000
500,000
0 9/21
10/21
1 /21
12/21
1/2
2/23/24/25/26/2
7/28/29/2
10/2
1 /2
200
150
100
50 0

ONGOING METRICS
Provide incentives for electric vehicle (EV) chargers
as part of a regional program
= 25 Level 2 Installations
150 Participants Complete
the Course (Phase 1)
Goal:

Funding: $1.5M
Completions
FutureFit Fundamentals
Provide financial relief to contractors by
expanding their knowledge of electrification
technologies
1K Level 2 + 85 DC Fast
Chargers by 2023
Goal:

Funding: $11.58M
= 5 Participants Complete Course
= 5 DCFC Installations
Reserved Waitlisted
Funds Issued
(To be released
in future years)
$3.17M $5.02M
$1.5M
$709K $700K
72 $6M
$4M
$2M
Being Processed
$1.70M
$280K
Q1 2023
Registrations
156
Item 2
Attachment 2
DPP Update, June 2023
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1/2
2/23/24/25/26/28/29/2
10/2
1 /2
12/2
1/23
2/23
3/23
4/23
5/23
1,250
1,000
750
500
250
0 ONGOING METRICS Q1 2023
GridShift EV Charging
Managed EV charging app that optimizes charging
to reduce associated costs and emissions.

Charger Rebates Reserved: 52
N
u
m
b
er of E
nrolle
d
E
V's
1029
Charger Rebate Funds
Reserved: $120k
Charger Rebate goal: #120
9/2
10/2
1 /2
12/2
1/23
2/23
3/23
4/23
250,000
200,000
150,000
100,000
50,000
0 eHUB Report
Online customer resource center to enable
engagement, education and action related to clean
electricity, EVs and home electrification.
7 email campaigns completed
C
u
m
ula
tiv
e
U
s
ers
227,380
eHub visitor Goals:

Reach 275K Unique Visitors by EOY
21,489
Unique Visits Return Visits
FY 22-23
Goal: Conduct 10 full-scale
email campaigns
Item 2
Attachment 2
DPP Update, June 2023
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SILICON VALLEY

CLEAN ENERGY
1 1. Outreach Events & Sponsorships
Date Sponsorship Location
6/3/2023 Destination Electric: A Los Altos EV
Showcase Event
10:00 a.m. – 2 p.m.

Tabling
Los Altos Community Center Parking Lot
97 Hillview Ave
Los Altos, CA 94022
6/3-4/2023 Sunnyvale Arts & Wine Festival
10:00 a.m. - 6:00 p.m.

Sponsorship and tabling
Downtown Sunnyvale
South Murphy Avenue
Sunnyvale, CA, 94086
6/8/2023 SVLG’s 2023 Energy &
Sustainability Summit
11:00 a.m. – 5:00 p.m.

Regional Sponsorship
Oracle
100 Oracle Pkwy
Redwood City, CA 94065
June 2023 Sunnyvale Music & Dining Nights
Branding Sponsorship
Downtown Sunnyvale
Murphy Avenue
Item 2
Attachment 3
ESCR Update, June 2023

SILICON VALLEY

CLEAN ENERGY
2 Participation Rate
Overall Participation
Rate
Residential 96.30%

96.34%
Commercial 96.73%

2. Customer Participation
Item 2
Attachment 3
ESCR Update, June 2023

SILICON VALLEY

CLEAN ENERGY
3 The recent MAWG meeting was held in person on May 25, 2023, and was attended by 7 different agencies and organizations with a total of 18 participants.

The following agenda items were presented and discussed:
• Building Electrification Concierge Program
• Summer Readiness
• Reach Codes Next Steps
• Funding Opportunities
• New Program Now Live: Small & Medium Business Rebates

3. Member Agency Working Group – May Update
Item 2
Attachment 3
ESCR Update, June 2023

SILICON VALLEY

CLEAN ENERGY
4 • Launched May 18, and closes June 18
• Encourages customers to learn about
electrification and visit eHub tools
• Participants are entered into a drawing to win
prizes
• Ten winners will have the opportunity to choose
between a $500 electric bill credit, a Caraway 12-
piece cookware set paired with a portable
induction cooktop, or a portable power station
paired with a Google NEST Learning Thermostat
• Over 48k entries received as of May 31,
representing ~850 customers

4. Go Electric Summer Kick Off Sweepstakes
Item 2
Attachment 3
ESCR Update, June 2023

SILICON VALLEY

CLEAN ENERGY
5 5. Press & Media
Press
• Local Communities Receive $3.6 Million to Build Awareness on the Benefits of Upgrading to Clean, Modern Appliances, Press Release, 05-09-23
Media
• The State of 24/7 Carbon-free Energy: Recent Progress and What to Watch, World Resources Institute, 05-05-23
• Sunnyvale nonprofit awards $3.2 million in clean energy grants, The Mercury News & East Bay Times, 05-14-23
• Community News, The Mercury News (Cupertino, Milpitas) & East Bay Times, 05-21-23
• CalCCA honors innovative programs at community impact awards, Public CEO, 05-23-23
Item 2
Attachment 3
ESCR Update, June 2023
CaICCA
@cal_cca
This Annual Conference, we celebrated outstanding member programs at the inaugural Community Impacts Awards - honoringtheinnovative initiatives of CCAs across CA that are drivingdecarbonization, promoting equity, and enhancing energy reliability.
cal-cca.org/calcca-honors-...
v*mi and A nthc»rc
• Subtitle
New SV Clean Energy
PowerPoint Template
Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
CD Policy Updates
Regulatory Update:

1. Load Management Standards
Legislative Update:

1. Budget Trailer Bill/AB 1373 (Garcia)

2. Governor’s May Revise Budget Proposal

3. SVCE Legislative Positions
2 Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
Regulatory
Update
Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
Key Regulatory Proceedings
Proceeding Purpose Status
Distributed Energy
Resource Program
Cost-Effectiveness
Issues, Data Access
and Use, and
Equipment
Performance
Standards
(R. 22-11-013)
To achieve consistency of
cost effectiveness
assessments, improve
data access and use, and
consider equipment
performance standards for
distributed energy
resource (DER) customer
programs.

A scoping ruling for the DER Program Cost-Effectiveness and Data Access proceeding (DER Data Access) was recently issued. The proceeding has been scoped into 2 phases. Phase 1 will focus on issues related to the cost¬ effectiveness of customer DER programs and policies on improving data usage and access to help customers make informed decisions about adoption, evaluation, and utilization of DERs. Phase 2 will focus on developing equipment performance standards. A ruling requesting party comments on the formation, membership, and coordinator for data working groups is expected to be issued sometime this month. SVCE expects to participate in the data working groups to advocate for CCA data access improvements.
4 Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
Legislative
Update
5 Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
CD Governor’s Budget Trailer Bill/AB 1373
AB 1373 was amended in the Assembly recently -amendments are moving in the right direction.

Key Provisions
1) Central Procurement: Amended to significantly narrow central procurement to offshore wind and geothermal. Authority would sunset and only the Dept, of Water Resources is eligible to become the central procurement entity.
2) Expanded CPUC Authority: The broad expansion of CPUC’s authority over CCAs was eliminated.
3) Capacity Payments: New language would reduce the double penalty between CPUC’s Resource Adequacy penalty and a capacity payment.
6 •
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Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
Governor’s May Revise Budget Proposal
Governor is projecting worsening budget compared to his January proposal.

Deficit is projected to deepen another $9.3 billion for $31.5 billion total.

Proposal does not cut further climate and energy programs than what was already proposed in January. Programs like ZEV, Equitable Building Decarbonization, and Long Duration Storage are getting haircuts.

Governor is supporting a climate bond and wants to work with legislature to figure out details.

Proposing to increase funding for CEC programs, primarily by tying an existing ratepayer surcharge to the Consumer Price Index. 7 •
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•
Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
Federal Update - Debt Ceiling Negotations
Final Debt Ceiling bill spares IRA from cuts and contains modest permitting reform.

Highlights of the permitting reforms include:
2-year limit on conducting Environmental Impact Statements 1-year limit on environmental assessments under NEPA
Requires designation of one lead federal agency to conduct review Reduces the number of alternatives for proposed project locations Allows federal agencies to share “categorical exemptions” 8 Item 2
Attachment 4
SVCE Leg and Reg Update, June 2023
CD SVCE Positions
Status of the bills that SVCE has taken positions on
Bill Summary Legislative
Platform Policy
AB 625
(Aguiar-Curry)
Extends sunset date of the
BioMAT program
Competitive Equity
SB 488
(Alvarado-Gil)
Allows CCAs to participate in the
BioRAM program.

Competitive Equity
SB 410
(Becker)
Reporting, timelines, and
stakeholder group for
distribution-level interconnection.

Clean, Reliable
Grid
SB 527 (Min) Would require the CPUC to
establish a Neighborhood
Decarbonization Program.

Climate
Mitigation/Fuel
Switching
AB 593
(Haney)
Directs CEC to create a
statewide building decarb
strategy
Climate
Mitigation/Fuel
Switching
SVCE Position Bill Status
Support Died -two-year bill
Support Died -two-year bill
Support Assembly Energy
Committee
Support Died -two-year bill
Support Senate
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Attachment 4
SVCE Leg and Reg Update, June 2023
1 Key State Legislative Milestones
January 4—Legislature Reconvenes
February 17—Last day for bills to bo introduced
April 28—Last day for policy committees to vote on fiscal bills May 5—Last day for policy committees to vote on non fiscal bills May 19—Last day for fiscal committees to hoar bills introduced in that house Juno 2—Last day for each house to pass bills introduced in that house June 15 -Budget bill must pass by midnight
July 14 - Last day for policy committees to vote on bills September 1 - Last day for fiscal committees to vote on bills September 14 - Last day for each house to pass bills
October 14 - Last day for Governor to sign bills
10 SVCE Agenda Look Ahead
June - October 2023
June 2023 July 2023 August 2023 September 2023 October 2023 Board of Directors, June 14: Board of Directors, Cancelled Board of Directors, August 9:

Consent:

Minutes
May 2023 Treasurer Report
SVCE 2022 Annual Power Source Disclosure
Report Attestation
Water Heater Loaner Contract
Committee Reports
Regular Calendar:

Budget Preview
Closed Session: CEO Eval
Board of Directors, September 13:

Consent:

Minutes
June 2023 Treasurer Report
Committee Reports
CEO Agreement Amendments
Regular Calendar:

Budget approval
Update on Strategic Plan and Adopt Strategic
Focus Areas
Board of Directors, October 11:

Consent:

Minutes
July 2023 Treasurer Report
Committee Reports
Adopt FY23-24 Workplan
Receive Q3 2023 Programs Update
Regular Calendar:

TBD
Executive Committee, June 23:

Insurance Coverage
Program Snapshot
Executive Committee, Cancelled Executive Committee, August 25:

TBD
Program Snapshot
Executive Committee, September 22:

TBD
Program Snapshot
Finance & Admin Committee, Aug 1, 3pm:

Budget Preview
6/6/23
Item 2
Attachment 5
Executive Committee, October 27:

TBD
Program Snapshot

Staff Report – Item 3
Item 3: SVCE Strategic Plan FY 24 Update
From: Girish Balachandran, CEO
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 6/14/2023
As in previous years, staff is in the process of an annual review to update SVCE’s Strategic Plan and Strategic Focus areas. At the May 26, 2023 meeting, the Executive Committee received a presentation with an introduction to the FY 24 Strategic Plan and provided feedback on the Focus Areas that have been incorporated into the presentation for the Board of Directors.

The remaining timeline for the 2024 Strategic Plan and Strategic Focus areas follows:
• June 14, 2023, Board of Directors Meeting: SVCE Strategic Plan FY 24 Update (Discussion) • August 25, 2023, Executive Committee: Strategic Focus Areas Update (Discussion) • September 13, 2023, Board of Directors Meeting: Update on Strategic Plan and Adopt FY24 SVCE Strategic Focus Areas (Action)
• October 11, 2023, Board of Directors Meeting: Adopt FY24 SVCE Strategic Work Plan (Action – Consent)

ATTACHMENT
The presentation for this item will be posted to the SVCE website.

Item 3
SILICON VALLEY \3/ CLEAN ENERGY

Staff Report – Item 4
Item 4: Results of Stress Test Analyses for FY2024- FY2028 Planning Horizon From: Girish Balachandran, CEO
Prepared by: Amrit Singh, CFO and Director of Administrative Services Karthik Rajan, Senior Risk Manager
Date: 6/14/2023

RECOMMENDATION
Receive the results of the Stress Test analyses. This report provides background information that staff will use in developing recommendations for adjusting reserve levels for the next fiscal year (2023-2024) budget.

EXECUTIVE COMMITTEE AND FINANCE AND ADMINISTRATION COMMITTEE REVIEW Staff presented the stress test analysis to the Executive Committee at its April 28, 2023, meeting. The Committee reviewed the analysis with the staff and provided feedback on the three-tier threshold, in the reserves policy, for assessing SVCE’s financial liquidity. In SVCE’s reserves policy, SVCE has a minimum threshold requirement of maintaining 120 days of cash on hand (DCOH), a target threshold of 285 DCOH, and a maximum of 490 DCOH. The policy requires replenishment of the reserves if they fall below the minimum threshold. The CEO must present options to the Board on the disposition of reserves should they exceed the maximum level. No action is required if the target threshold is reached. Since no action is needed once the target is reached, staff asked the Committee if the target should be removed. The Committee recommended keeping the target because it indicates the reserve levels in a three-tier level. The Committee noted that if reserves are below the target but above the minimum level, more precautions should be taken to build reserves. As explained later in the report, the target threshold is set at a level such that if the modeled stress scenario occurred, the reserve drawdown would not fall below the minimum of 120 DCOH.

Staff also presented the stress test analysis to the Finance and Administration Committee at its May 12, 2023, meeting. The Committee reviewed the results of the analyses and asked the staff clarifying questions to understand the modeled risks.

BACKGROUND
At the February 27th, 2023, Finance and Administration Committee meeting and the April 28th,2023, Executive Committee meeting, staff presented the Enterprise Risk Management (ERM) framework1for comprehensively assessing and managing the organization’s risks and opportunities. The ERM framework includes a risk register that records the organization’s risks and opportunities and a risk matrix to assess their impact on the organization. Depending on the impact on SVCE’s mission, staff devises an optimal action plan for each risk and opportunity listed on the risk register. Staff explained that stress test is an essential component of ERM because of the inherent weakness in standard market risk measures in assessing “black swan” or extreme but plausible events such as market disruptions caused by, for example, an economic recession. The stress test is constructed with the staff’s assessment of the plausible combinations of risks listed on the risk register that can significantly impact SVCE’s finances.
1 Enterprise Risk Management framework, Item 4: https://svcleanenergy.org/wp-content/uploads/2023-0227- Finance-and-Admin-Meeting-Agenda-Packet-scrubbed-compressed-1.pdf Item 4
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 4 Agenda Date: 6/14/2023

In constructing the stress test scenarios, staff leveraged lessons and insights from the 2022 analyses.

In 2022, SVCE team prioritized five stress test scenarios that, based on the staff’s professional assessment, could have the most severe consequences for SVCE. Of the five scenarios, four were impacted by market price uncertainties, which included both increase and collapse of market power prices coupled with insufficient financial liquidity, load losses, and loss or delay of resources under Power Purchase Agreements.

The key finding from the 2022 stress test analyses is that the most significant financial risk facing SVCE is a collapse in energy prices. A collapse in energy prices will significantly reduce SVCE’s revenues because of higher PCIA and lower PG&E generation rates. However, this price drop will not substantially reduce SVCE’s energy purchase costs because the prices for most of the forward energy purchases are locked because of hedging over the next five years, with more hedges in the earlier years aligned with the Energy Risk Management Policy hedging targets. The hedges also include contracts for the fixed-price purchase of renewable energy. The price collapse impact overwhelms all other stress factors.

This year’s analysis, described in the next section, also models a price collapse within an economic recession scenario.

ANALYSIS & DISCUSSION
The 2023 stress scenario includes these assumptions.
1) Energy price drop to statistical one percentile level To provide customers with competitive rates, SVCE sets its generation rates such that customers receive an effective discount, currently set at four percent for 2023 and modeled at 1% after that, to comparable PG&E rates. Because CCA customers must pay PCIA charges, SVCE reduces its rate by the PCIA amount to provide the targeted discount rate. As a result, if PCIA increases and PG&E generation rate decreases, SVCE generation rates decline.

Market prices for energy are at an all-time high level. The stress test scenario assumes that market prices beginning in April 2023 and for all forward months in the five-year study period drop to the one percentile level. This result is approximately a 44% drop in prices. In comparison, during the financial crisis, commodity prices (using natural gas as a proxy) dropped by about 70% within a short period. 2) Economic recession and resulting price drops lead to insufficient financial liquidity The standard credit risk management practice, except for long-term Power Purchase Agreements (PPAs), is the requirement to post collateral, usually, cash or letters of credit, when the exposure to the counterparty reaches the negotiated credit limit. A price collapse would increase our counterparty’s credit risk or exposure to SVCE, and per the contract, when the credit limit is reached, SVCE must post the required collateral. The price collapse does not significantly impact liquidity because of SVCE’s active management of collateral posting requirements, including placing key counterparties in a lockbox mechanism in return for not having posting requirements and long-term PPAs not being subject to this requirement.

The most significant impact comes from regulatory uncertainty under potential changes to the Financial Security Requirement (FSR). Each CCA must post an FSR amount to their incumbent investor-owned utilities (IOU), PG&E for SVCE, that the utility can draw upon should the CCA fail and return its customers to the IOU. The IOUs are currently the provider of last resort (POLR). The current FSR methodology is primarily based on the difference between the IOU’s retail rates and the forecast of serving the CCA load over a 6-month period, where the FSR is adjusted every six months. Under current regulatory proceedings, certain proposals from the IOUs could increase the posting requirement for SVCE to two months of the energy cost of serving the customers. Under current market conditions, this requirement could be as high as $80 million. Because under the stress case Item 4
Agenda Item: 4 Agenda Date: 6/14/2023

assumption, the price collapse would reduce the cost of serving the customers, the FSR is modeled at $40 million.

In 2023, SVCE has made significant strides in an investment strategy to get better returns on the cash balance. The stress test also assessed potential losses should SVCE have to liquidate the investment portfolio to respond to the modeled scenario. The interest rate would likely fall in an economic recession, resulting in better value for the SVCE portfolio. Also, given that the holding period of these investments is less than three years, the impact of potential losses is muted. SVCE can always hold the investments to maturity and potentially avoid liquidation losses during the holding period. 3) Increased bad debt and load loss due to a recession.

Economic recession often entails contraction of load and an increase in bad debt losses. The analysis assumes a 5% load loss for 20 months of the forecast. The 5% estimate is derived from the average load loss experienced during Covid. The bad debt assumption is ~1% of the revenues.

The attachments to this report provide the summary tables with financial results under the current base case scenario and the modeled stress case scenario. The base case shows a significant reserve growth from the forecast fiscal Year (FY) 2023 level of $219 million to $390 million at the end of FY 2024 and continued strong growth in margins over the next five years2. If the modeled stress scenario were to occur, reserves would be drawdown by about $185 million. The resulting days cash on hand (DCOH) at the end of FY 2025 would drop to only 41 days, and by FY 2026, SVCE would run out of cash.

The modeled results are based on the assumptions that the current high forward prices and other modeled assumptions, especially those around PCIA and PG&E generation rates, would prevail. PCIA and PG&E generation portfolio assumptions are based on public data as best modeled by the California Community Choice Association (CalCCA) consultant NewGen Strategies and are highly uncertain. In addition to not knowing the contents of the PCIA portfolio and PG&E’s generation portfolio, PG&E’s portfolio management strategy may change from those modeled, and the California Public Utilities Commission (CPUC) may moderate future PG&E generation rate increases. All these uncertainties make the absolute value of the results highly unreliable. Nevertheless, the relative differences between the base case and the modeled stress test scenario are highly pertinent to understanding our strategic risks. The focus of the analyses is on the delta of results between the base case and the stress test scenario.

Like last year, the stress test analysis, updated for market prices in alignment with those used to develop the next fiscal year’s budget, will be used to update the reserve monitoring and reporting thresholds. The proposed methodology for updating the reserves thresholds is to build reserves such that if the modeled stress scenario were to occur, reserves do not fall below the minimum reserve threshold of holding 120 Days of Cash on Hand (DCOH) over the next two fiscal years and 90 DCOH over the remaining five fiscal years.

The table below summarizes what the update would look like if we were to do so at the modeled prices:

Current Illustrative New Targets
Minimum 120 120
Goal (Target) 285 270
Maximum (Upper Target) 490 390

STRATEGIC PLAN
The analyses support SVCE Strategic Plan Goal 15 – “Commit to maintaining a strong financial position” and 2 SVCE’s cash balance as of Feb 28th, 2023, was about $210 million, and the corresponding days cash on hand was 194 at the time of this analysis. SVCE’s cash balance as of Mar 31st, 2023, was about $223 million, and the corresponding days cash on hand was 206.

Item 4
Agenda Item: 4 Agenda Date: 6/14/2023

Goal 16 – “Avoid failures in the management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks.”

FISCAL IMPACT
The stress test analyses show that the key financial risk facing SVCE is a collapse in energy prices that can significantly reduce revenues and require a substantial draw of funds from the reserves. The best mitigation of this risk is to hold sufficient funds in reserves. Staff will use the results of these analyses to recommend reserve levels for the Board to consider in setting the Fiscal Year 2023-24 budget.

ATTACHMENT

1. Summary of Base Case Results & Stress Test Results
Item 4
Agenda Item: 4 Agenda Date: 6/14/2023

Attachment 1 – Summary of Base Case Results
Item 4
Base Case Fiscal Year (BY)
MM 2023 2024 2025 2026 2027 20281
Revenues $ 251 $ 573 $ 574 $ 525 $ 498 $ 471
Power Supply Cost $ 212 $ 364 $ 377 $ 387 $ 379 $ 372
Operating Margin $ 39 $ 210 $ 196 $ 138 $ 119 $ 98
Other Costs $ 29 $ 39 $ 32 $ 32 $ 32 $ 33
Net Contribution to Reserves $ 10 $ 170 $ 164 $ 106 $ 86 $ 66 Reserve Balance $ 219 $ 390 $ 554 $ 660 $ 746 $ 812
Days Cash on Hand 353 494 575 662 732
Stress Case Pl
BY 2023 2024 2025 2026 2027 2028
Revenues $ 242 $ 333 $ 228 $ 289 $ 294 $ 280
Power Supply Cost $ 198 $ 322 $ 313 $ 308 $ 306 $ 303
Operating Margin $ 44 $ 11 $ (85) $ (19) $ (12) $ (23)
Other Costs $ 29 $ 39 $ 32 $ 32 $ 32 $ 33
Net Contribution to Reserves $ 15 $ (29) $ (117) $ (51) $ (45) $ (55) Reserve Balance $ 224 $ 196 $ 79 $ 27 $ (18) $ (73)
Reserve Balance after POLR Adjustment $ 224 $ 156 $ 39 $ (13) $ (58) $ (113) Days Cash on Hand 157 41 (14) (62) (123)[

Staff Report – Item 5
Item 5: FY 2023-24 Budget Framework
From: Girish Balachandran, CEO
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 6/14/2023
This item will be addressed in the form of a presentation to the Board of Directors regarding the preliminary framework for the FY 2023-24 operating budget.

ATTACHMENT
The presentation for this item is posted to SVCE’s website.

Item 5

SILICON VALLEY

CLEAN ENERGY
Appendix A
rA, s1L1coN VALLEY ~ CLEAN ENERGY
Silicon Valley Clean Energy
Board of Directors Meeting
June 14, 2023
Appendix A
Power Resource Contracts Executed by CEO

General Agreement on sale and purchase of Certificates
This General Agreement on sale and purchase of Certificates (including its Annex) governs all transactions the Parties shall enter into relating to the purchase, sale, delivery and acceptance of Certificates, each such transaction being an "Individual Contract”. All Individual Contracts and this General Agreement shall form a single agreement between the Parties (collectively referred to as the "Agreement"). The provisions of this General Agreement constitute an integral part of each Individual Contract. In the event of any inconsistency between the General Agreement and any Individual Contract, the Individual Contract shall prevail.

1. Date of Agreement April 18, 2023 (the "Effective Date”)

2. Reference Number
Party A 13995
Party B N/A

3. Party A STX Commodities, LLC, a limited liability company organized under the laws of the State of Delaware, United States, having its office address at Eleven Times Square, 31st floor New York, NY 10036, United States, e-mail:
[email protected].

4. Party B Silicon Valley Clean Energy Authority, a company organized under the laws of California, having its office address at 333 W El Camino Real #330, Sunnyvale California, 94087.

Party A and Party B hereafter jointly referred to as the “Parties” or individually as “Party” as the case may be.

5. Certificates To be confirmed in the Confirmation of Individual Contract, see Annex 1.

6. Production Domain To be confirmed in the Confirmation of Individual Contract, see Annex 1.

7. Quantity To be confirmed in the Confirmation of Individual Contract, see Annex 1.

8. Price To be confirmed in the Confirmation of Individual Contract, see Annex 1.

9. Taxes
The Seller will be responsible for any Taxes imposed on the transfer of each Certificate up to and including the time and place of its delivery. The Buyer will be responsible for any Taxes imposed on the receipt or ownership of each Certificate at or after time and place of its delivery. “Taxes” shall mean all national, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, premium, property, customs, duties or other taxes, fees (except as otherwise set forth in clause 10 below), assessments or charges of any kind imposed by any international, national, federal, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any applicable laws, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

10. Transaction costs
The Seller and the Buyer will each bear their individual fees and expenses incurred in connection with the negotiations, preparation and execution of the Agreement and the transactions contemplated by the Agreement.

11. Conditions
N/A

12. Confirmation, Delivery, Invoicing and Payment

12.1. Confirmation
Notwithstanding any other provision of the Agreement to the contrary, a transaction may be entered into only by a written document executed by both Parties containing substantially the information stipulated in Annex 1 – Individual Contract (each an “Individual Contract” or a “Confirmation”). No Confirmation, or amendment or modification to a Confirmation shall be enforceable except through a written document executed by both Parties.

DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
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12.2. Delivery Date
As set forth in the applicable Confirmation.

12.3. Delivery
Transfer of ownership by electronic transfer or cancellation statement to be confirmed in the As set forth in the applicable Confirmation.

12.4. Electronic Transfer
No later than on the Delivery Date, the Seller shall initiate the transfer of the agreed Quantity of Certificates by requesting the removal of the Quantity of Certificates from the Seller’s registry account as listed in Annex 1 (“Seller’s Account”) and the crediting of such Certificates to the Buyer's registry account as listed in Annex 1 (“Buyer’s Account”). Transfer of ownership and risk in the Certificates shall pass from the Seller to the Buyer when the Certificates are credited to the Buyer’s registry account.

12.5. Cancellation Statement. Reserved

12.6. Payment Date
As set forth in the applicable Confirmation.

12.7. Invoicing
The Seller will invoice the Buyer for payment of the Total Contract Price, which is the agreed price per Certificate multiplied by the Quantity of Certificates transferred to Buyer for each Confirmation.

12.8. Payment
The Buyer shall pay the Total Contract Price on the Payment Date to the Seller’s bank account free of any Taxes. Payment shall be remitted by bank transfer. Such payment shall be made in United States dollars, unless agreed otherwise. Each Party shall specify its bank details in clauses 3 and 4 of Annex 1 for the purposes of payment.

12.9. Default Interest Rate
As from the Payment Date the Seller shall be entitled to charge default interest at a rate of 2% above the one-month SOFR interest rate. SOFR means the secured overnight financing rate administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate). Interest may be charged from, and including, the Payment Date and to, and excluding, the date of complete payment.

12.10. Payment netting
If on any day the Parties are each required to pay one or more amounts in the same currency under one or more Individual Contracts then such amounts with respect to each Party shall be aggregated and the Parties shall discharge their respective payment obligations through netting, in which case the Party owing the greater aggregate amount shall pay the other Party the difference of the amounts owed. The Parties intend for this Agreement to be a “master netting agreement” under United States Bankruptcy Code §101(38A) (as such provision may be amended from time to time).

13. Warranties

13.1. Each Party warrants and represents to the other Party as of the Date of Agreement and as of the date of each Individual Contract that:
a) It is duly organized and existing under the laws of the jurisdiction of its organization and has full power and legal right to execute, deliver and perform under this Agreement. b) Its execution, delivery and performance of this Agreement does not constitute a violation of any law, governmental regulation, its memorandum and articles of association, other agreements or undertakings, and that it possesses the necessary knowledge in order to be able to perform pursuant to the Agreement, and the person signing this Agreement is authorized and empowered to do so. c) It has obtained or submitted any authorisation or approval or other action by, or notice to or filing with, any governmental authority or regulatory body that is required for the due execution, delivery and DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
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performance of this Agreement.
d) This Agreement has been duly and validly executed and delivered and constitutes legal, valid and binding obligations enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). e) There are no pending or threatened legal or administrative proceedings to which it is a party, which to the best of its knowledge would materially adversely affect its ability to perform its obligations under this Agreement.
f) It has entered into this Agreement in connection with its line of business and the terms hereof have been individually tailored and negotiated.
g) It is not relying upon any representation or warranty of the other Party other than those expressly set forth in this Agreement.
h) It has entered into this Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise).
i) It has entered into this Agreement with a full understanding of the material terms and risks hereof, and is capable of assuming those risks.
j) It has made its investment and trading decisions (including regarding the suitability hereof) based upon its own judgment and/or any advice from its advisors as it has deemed necessary and not in reliance upon any view expressed by the other Party.
k) The other Party is not acting as a fiduciary or an advisor for it, nor has given to it any assurance or guarantee as to the expected performance or result of this Agreement. l) Its registry account for Certificates is properly established in time to fulfil its delivery or acceptance obligations under the Agreement.

14. Limitation of Liability

14.1. Except in respect of any amounts payable under clause 16 of this General Agreement, the liability of each Party, irrespective of from whatever legal base it might be claimed, for any actions, omissions or failures of itself, its employees, officers, contractors and/or agents, that causes any damage, loss, cost or expenses incurred by the other Party is limited per transaction to an amount equal to the Total Contract Price set forth in the relevant Individual Contract.

14.2. This clause does not limit liability for damage due to gross negligence, intentional default or fraud of the Party, its employees, officers, contractors or agents used by such Party in performing its obligation under the Agreement. The liability of a Party does in no event include any indirect or consequential damages, loss of profit, business opportunity, goodwill or anticipated savings. Each Party shall make best effort in order to mitigate in a commercially reasonable manner its damage, loss, cost or expense in connection with the Agreement.

14.3. ALL REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE SET FORTH IN THIS

AGREEMENT, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR

WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO CONFORMITY WITH ANY MODEL OR SAMPLES, ARE DISCLAIMED. WITHOUT

LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT WITH RESPECT TO A PRODUCT

STATED TO BE REGULATORILY CONTINUING, AND IN THAT CASE ONLY TO THE EXTENT SET

FORTH HEREIN OR IN A PRODUCT ORDER, NEITHER PARTY MAKES ANY REPRESENTATION OR

WARRANTY HEREUNDER WITH RESPECT TO ANY FUTURE ACTION OR FAILURE TO ACT OR

APPROVAL OR FAILURE TO APPROVE BY ANY GOVERNMENTAL AUTHORITY OR ADMINISTRATOR.

15. Force Majeure

15.1. “Force Majeure” means any circumstances which could not have reasonably been anticipated and avoided by a Party and are beyond a Party’s reasonable control, including but not limited to war, explosion, natural calamities, general strike, riot, civil disturbances, sabotage, embargoes, acts, rules or regulations of national or local governmental division, subdivision, agencies or instrumentalities of any government, including currency, import or export prohibitions, acts of God, failure of any counterparty of Party A and other causes similar to the foregoing which are beyond the reasonable control of such Party.

15.2. If a Party is prevented, hindered or delayed in its performance of any of its obligations under this Agreement DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
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by Force Majeure, such Party shall be excused from the performance of such obligations during the existence of such cause, and shall not be responsible for any damages suffered by the other Party as a result of such suspended performance except as provided below in this provision, provided that the Party prevented from or delayed in performance by any such cause shall use commercially reasonable efforts to mitigate the effects of the Force Majeure event and the Parties shall consult about the possibilities of continuing the Agreement, in amended form or otherwise.

15.3. A Party who desires relief according to this provision must notify the other Party of the Force Majeure preventing or delaying its performance without delay (and shall keep the other Party informed of subsequent developments in such circumstances as they occur) and shall continue to take any actions within its power to comply as fully and timely as possible with its obligations under this Agreement and to keep the damage as small as possible. Such notification must be given in accordance with clause 20.

15.4. The Parties shall not be liable towards each other for any damages as a consequence of a Force Majeure event. Any damages that are incurred remain entirely for the account of the Party that has suffered such damages. Suspension of performance of a Party’s obligations shall be of no greater scope and of no longer duration than reasonably required by a Force Majeure event.

16. Term and Termination

16.1. The General Agreement comes into force on the Date of Agreement specified in clause 1 of this General Agreement. Unless early terminated in accordance with its terms, this General Agreement shall remain in force until all rights and obligations under the Agreement are fully performed or discharged by both Parties ("Term").

16.2. The non-defaulting Party (“Non-Defaulting Party”) may terminate (i) the Agreement including all, not fully performed, Individual Contracts based on the events specified under b) to and including f) below (“Full Termination”) or (ii) only the not fully performed Individual Contract(s) affected by the default in case of a failure to transfer or accept one or more Certificates as specified under a) below (“Partial Termination”) at any time without any juridical judicial intervention and in accordance with clause 20. Each of the below listed events shall be called an "Event of Default". The defaulting Party shall be called the “Defaulting Party”:
a) Failure of the Defaulting Party to transfer one or more Certificates on the relevant Delivery Date or failure of the Defaulting Party to accept one or more Certificates on the relevant Delivery Date and such failure is not cured within five (5) Business Days after written demand. b) Failure of the Defaulting Party to make payment when due and required, which is not cured within five (5) Business Days after written demand.
c) Any other material or repeated breach of the Agreement, which is not cured within ten (10) Business Days after written demand.
d) Insolvency of or the launch of insolvency proceedings against the Defaulting Party, if the Defaulting Party has a receiver, administrative receiver, administrator, or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction) or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights. In all cases, the Agreement shall cease automatically at 23:59 hours on the day preceding the opening date of the insolvency proceedings of the Defaulting Party. e) The Defaulting Party is unable to deliver or accept delivery of the Certificates for reasons of Force Majeure and such inability lasted for more than thirty (30) consecutive calendar days. f) A Change in Law which is not resolved in accordance with clause 26.

16.3. In case of Full or Partial Termination, the notice of termination shall specify the relevant Event of Default, the terminated Individual Contract(s) and designate a day as an early termination date ("Early Termination Date"). The Early Termination Date may not be earlier than the day the termination notice is deemed to have been received and not later than twenty (20) Business Days after such date.

16.4. In case of a Partial Termination due to an Event of Default specified under clause 16.2 a), the Non-Defaulting Party shall be entitled to receive a compensation amount (“Compensation Amount”) from the Defaulting Party in relation to the terminated Individual Contract(s) as follows:
i. if the Seller is the Defaulting Party, the Compensation Amount shall be an amount equal to the difference (if positive) between: (a) the Market Price at which Buyer acting in a commercially DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
STX

reasonable manner is or would be able to purchase or otherwise acquire in the market the quantity of undelivered Certificates as further specified below in clause 16.8; and (b) the Price per Certificate multiplied by the quantity of undelivered Certificates. This Compensation Amount shall be increased by any reasonable transaction costs and expenses which the Buyer incurs as a result of Seller’s failure to deliver the Certificates; or
ii. if the Buyer is the Defaulting Party, the Compensation Amount shall be an amount equal to the difference (if positive) between: (a) the Price per Certificate multiplied by the quantity of non-accepted Certificates; and (b) the Market Price as at which the Seller is or would be able to sell the quantity of non-accepted Certificates in the market acting in a commercially reasonable manner as further specified below in clause 16.8. This Compensation Amount shall be increased by any reasonable transaction costs and expenses which the Seller incurs as a result of Buyer’s failure to accept the Certificates. For the avoidance of doubt, the Seller may additionally claim any outstanding amounts owed with respect to deliveries of Certificates made prior to the Early Termination Date.

16.5. In case of a Full Termination due to an Event of Default specified under clause 16.2 b), c) or d), the Non-Defaulting Party shall be entitled to receive a termination amount (“Termination Amount”) from the Defaulting Party. The Termination Amount shall be calculated by the Non-Defaulting Party by calculating the sum (whether positive or negative) of all Settlement Amounts (as defined in clause 16.6 below) for all Individual Contracts plus any or all other amounts payable between the Parties under or in connection with the Agreement.

16.6. The "Settlement Amount" for an Individual Contract shall be the Gains less the aggregate of the Losses and Costs which the Non-Defaulting Party incurs as a result of the termination of the Individual Contract. For the purpose of this provision:
i. "Costs" means brokerage fees, commissions and other third party costs and expenses reasonably incurred by the Non-Defaulting Party either in terminating any arrangement pursuant to which it has hedged its obligation or entering into new arrangements which replace a terminated Individual Contract and all reasonable legal fees, costs and expenses incurred by the Non-Defaulting Party in connection with its termination of such Individual Contract; ii. "Gains" means an amount equal to the present value of the economic benefit to the Non-Defaulting Party (if any) (exclusive of Costs), resulting from the termination of an Individual Contract, determined in a commercially reasonable manner; and
iii. "Losses" means an amount equal to the present value of the economic loss to the Non-Defaulting Party (if any) (exclusive of Costs), resulting from its termination of an Individual Contract, determined in a commercially reasonable manner.

16.7. In calculating the Compensation Amount(s) or Settlement Amount(s), the Non-Defaulting Party shall not be required to enter into any replacement transactions.

16.8. If the Non-Defaulting Party does not enter into replacement transactions, when calculating the Compensation Amount or the Settlement Amount, the following market price sources shall be taken into account for the determination of the Market Price or Losses in the order of precedence as listed below, accordingly, a market price source recorded in a subsequent sub-clause can only be adopted if the market price source in the preceding paragraph is not available:
i. any published and reliable OTC market price index for corresponding or most comparable Certificates published for the Early Termination Date;
ii. the average of the quotations of at least three (3) independent leading market participants for corresponding or most comparable Certificates.

16.9. With effect as of the Early Termination Date, the Non-Defaulting Party shall calculate the Compensation Amount in case of a Partial Termination or the Termination Amount in case of a Full Termination. The Compensation Amount or the Termination Amount shall be deemed to be the sole and all-inclusive compensation for damages and costs incurred by the Non-Defaulting Party as a result of the Early Termination. The Compensation Amount or Termination Amount will be invoiced to the Defaulting Party and payment shall be due within five (5) Business Days after receipt of the invoice. By paying the Termination Amount, the Defaulting Party will be released from its obligations to deliver or accept Certificates and thereafter no other remedies are enforceable towards the Non-Defaulting Party under the Agreement.

16.10. Any termination under this clause 16 shall be without prejudice to the rights of the Parties accrued to the DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities

Early Termination Date.

17. Co-operation and Best Efforts
Subject to the terms and conditions hereof, the Seller and the Buyer shall (a) co-operate with each other in connection with consummating the transactions contemplated by this Agreement; and (b) agree to use their best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. For purposes of this provision, the covenant of the Parties to use their “best efforts” shall not require any Party to (i) incur any unreasonable expenses, (ii) agree to materially limit the conduct of its business and/or (iii) divest itself of any material assets or properties, in each case except as otherwise contemplated hereunder.

18. Confidentiality

18.1. The Parties shall treat the contents of this Agreement and, if applicable, any arbitration award related to this Agreement and any other information of confidential nature with which they become acquainted in respect of the other Party’s business or business operations (“Confidential Information”) as confidential. Neither Party shall disclose Confidential Information without prior written consent of the other Party. For the purpose of this provision, Parties’ affiliates are not deemed third parties.

18.2. The confidentiality obligations shall not apply to Confidential Information which is public knowledge or publicly available at the time of disclosure or required to be disclosed by law or governmental regulation or to any regulatory authority or to other third parties in order to perform this Agreement. This confidentiality obligation shall expire at the latest of (i) two (2) years after the last Delivery Date or (ii) termination of the General Agreement.

19. Assignment

19.1. Neither this Agreement, nor any rights or obligations hereunder, may be transferred by any Party without the prior written consent of the other Party and any purported assignment in violation of this clause 19 shall be void and unenforceable. Party A shall be entitled to assign and transfer its rights under this Agreement by way of security to or in favor of any bank or financial institution in relation to the financing of its business activities.

20. Notifications and Correspondence

20.1. All notices or other correspondence under this Agreement shall be in writing (including e-mail) and in the English language and shall be deemed to have been received by a Party:
a) if delivered by hand or courier, on the day of delivery; b) if posted, on the 5th Business Day after being mailed; or c) if sent by email, upon sending.

20.2. All such notices and other communications shall be addressed to the addresses stated in clause 3 and 4 of the General Agreement or in the Individual Contract or to such other addresses as may be notified in accordance with this provision.

21. Telephone Recordings and Personal Data Protection

21.1. Each Party consents to the recording of telephone calls with the other Party and that such records may be retained in confidence. Each Party agrees to notify its officers and employees of such recording and to obtain any necessary consent of such officers or employees.

21.2. Each Party shall have the necessary technical and organizational measures in place to comply with the applicable regulations relating to personal data protection.

22. Severability
In the event that any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent declared invalid or unenforceable without affecting the validity or enforceability of the other provisions of this Agreement, and the remainder of this Agreement shall remain binding on the parties hereto. However, in the event that any such provision shall be declared unenforceable due to its scope, breadth or duration, then it shall be modified to the scope, breadth or duration permitted by law or governmental or regulatory authority DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities

and shall continue to be fully enforceable as so modified.

23. Entire Agreement, No waiver
The Agreement supersedes all prior agreements and understandings, written and oral, between the Parties with respect to its subject matter and constitutes the entire agreement between the Parties. Any amendments to the Agreement shall be in writing and shall have no effect unless signed by the duly authorized representatives of the Parties. The waiver by either Party of a default or a breach by the other Party will not operate or be construed to operate as a waiver of any subsequent default or breach. The making or the acceptance of a payment by either Party with knowledge of the existence of a default or breach will not operate as a waiver of any default or breach.

24. Governing Law & Dispute Resolution, Waiver of jury trial

24.1. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts executed and to be performed in the State of California without regard to its conflict of laws principles.

24.2. Any dispute or claim arising out of or related hereto or any breach thereof or any need for interpretation related to any dispute arising out of or related hereto will be settled by binding arbitration administered by the American Arbitration Association in San Francisco, California. Either Party will have the right to commence an arbitration by written notice to the other Party after the expiration of a thirty (30) day negotiation period. The arbitration will be conducted as follows:

A. There will be one arbitrator who has not previously been employed by either Party, is qualified by education or experience to decide the matters relating to the questions in dispute, and does not have a direct or indirect interest in either Party or a financial interest in the outcome of the arbitration and who is available within the time frames set forth herein. Such arbitrator will either be selected by mutual agreement by the Parties within thirty (30) days after written notice from the Party requesting arbitration, or failing agreement by such time, the arbitrator will be selected within the following fourteen (14) days by the AAA under the AAA Rules.

B. The AAA Rules (including the Optional Rules for Emergency Protection Measures) apply to the extent not inconsistent with the rules herein specified. If the dispute is international in scope as defined in the United Nations Commission on International Trade Law Model Law on International Commercial Arbitration, the AAA’s Supplementary Procedures for International Commercial Disputes shall apply.

C. The hearing will be conducted on a confidential basis and except as required by law, neither the Parties nor the arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of all the parties.

D. Each Party will be responsible for its own filing fees and case service fees in connection with its claim. Other expenses and arbitrator compensation will be borne equally, subject to final apportionment by the arbitrator. Each Party will be responsible for its own expenses and those of its counsel and representatives.

E. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction by the Party in whose favor such award is made.

F. Regardless of any procedures or rules of the AAA: (i) the arbitrator will have no authority to award punitive damages, or any other form of damages waived by the Parties pursuant to the Agreement, or attorneys’ fees; and (ii) the Parties may by written agreement alter any time deadline, locations for meetings, or procedure outlined in this Section or in the AAA Rules.

24.3. EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES THE

RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, OR

ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT

EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT,

OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO EACH OF THE PARTIES FOR ENTERING HEREINTO. EACH PARTY HEREBY WAIVES ANY RIGHT

TO CONSOLIDATE ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN

CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED OR

CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY MATTER

ARISING HEREUNDER OR THEREUNDER, IN WHICH A JURY TRIAL HAS NOT OR CANNOT BE DocuSign Envelope ID: 4BB7E097-BA6D-452C-ACEC-CCF4AB8C4FCE DocuSign Envelope ID: F3FF3804-AF39-4EAC-B1D4-ADD54DF8BF6E DocuSign Envelope ID: 6BFC647B-31CE-41E0-9AB9-33EAC1C8962F Appendix A STX Commodities
STX