Agenda packet, first session — Silicon Valley Clean Energy Board of Directors, June 14, 2023 (part 1 of 4)

333 W El Camino Real, Ste. 330 | Sunnyvale, CA 94087 | SVCleanEnergy.org | 1-844-474-SVCE 6/12/23
George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez
Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara

AGENDA PACKET MATERIALS AMENDMENTS SUMMARY
6/12/23

1. Item 2: Additional staff member added to Staff Updates of the CEO Report

SILICON VALLEY

CLEAN ENERGY

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

Gilroy, CA 95020
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/99415287117
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 994 1528 7117
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

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

AGENDA
SILICON VALLEY <3/ CLEAN ENERGY

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

Consent Calendar (Action)
1a) Approve Minutes of the May 10, 2023, Board of Directors Meeting 1b) Receive April 2023 Treasurer Report
1c) Approve Additional Funding of $250,000 for eHub Resources for a Not to Exceed Amount of $1.1M
1d) Authorize the Chief Executive Officer to Execute a Three-Year Agreement with the Sacramento Municipal Utility District (SMUD) for Electrification Concierge Consultant Services
1e) Authorize the Chief Executive Officer to Execute an Amendment to the Agreement with CLEAResult Consulting, Inc. for Electric Vehicle Charging Technical Assistance to Extend the Term of the Agreement for 15 months and Increase Compensation by $225,000
1f) Adopt a Resolution Authorizing the Chief Executive Officer to Execute Master Agreement with Citadel Energy Marketing LLC
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
1h) Authorize the Chief Executive Officer to Execute an Amendment to the 2022-2023 Climate Corps Fellowship Agreement with Strategic Energy Innovations
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
1j) Executive Committee Report

SILICON VALLEY

CLEAN ENERGY

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George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
1k) Finance and Administration Committee Report
1l) California Community Power Report
1m) Additional Committee Reports
Regular Calendar
2) CEO Report (Discussion)
3) SVCE Strategic Plan FY 24 Update (Discussion)
4) Results of Stress Test Analyses for FY2024-FY2028 Planning Horizon (Discussion)
5) FY 2023-24 Budget Framework (Discussion)
Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
The public may provide comments regarding the Closed Session item(s) just prior to the Board beginning the Closed Session. Closed Sessions are not open to the public.

Closed Session

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: Chief Executive Officer

PUBLIC EMPLOYEE APPOINTMENT
Title: Chief Executive Officer

CONFERENCE WITH LABOR NEGOTIATORS
Agency designated representatives: Director Tyson, Board Chair, and Director Walia, Board Vice Chair
Unrepresented employee: Chief Executive Officer
Report from Closed Session
Adjourn
SILICON VALLEY <3/ CLEAN ENERGY

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Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, May 10, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

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

Morgan Hill, CA 95037

DRAFT MEETING MINUTES
Call to Order:

Chair Tyson called the meeting to order at 7:00 p.m.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills
Tina Walia (Vice Chair), Saratoga
Elliot Scozzola, Campbell
Sheila Mohan, Cupertino
Zachary Hilton, Gilroy (Participated via teleconference) Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill (Arrived at 7:01 p.m. and participated via teleconference) Margaret Abe-Koga, Mountain View (Arrived at 7:19 p.m.) Larry Klein, Sunnyvale

Absent:

Evelyn Chua, Milpitas
Otto Lee, Santa Clara County
Public Comment on Matters Not Listed on the Agenda
Colin Corbett, SVCE customer, shared his experience installing an electric water heater and applying for a rebate from SVCE.

A presentation was submitted to the Board of Directors and projected during Mr. Corbett’s public comment, which is attached to the Meeting Minutes as Attachment A.

Item 1a Draft Minutes: May 10, 2023 BOD Meeting Minutes SILICON VALLEY \3/ CLEAN ENERGY

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Director Mekechuk inquired if Mr. Corbett had applied for a certification rebate on the testing side; Mr.

Corbett responded that he was unaware of such rebate. Director Mekechuk noted he would follow up with Mr. Corbett.

Chair Tyson thanked Mr. Corbett for his comment; CEO Balachandran provided brief comments and noted staff has offered to meet with Mr. Corbett to discuss his experience and to help fine-tune the heat pump water heater rebate program.

Justin Zagunis, Director of Decarbonization Programs and Policy, addressed the Board of Directors and Mr. Corbett. Director of Decarbonization Programs and Policy Zagunis noted feedback on programs is appreciated and staff would continue to think about how to improve the process and customer experience.

Bruce Karney addressed Mr. Corbett’s situation and commented he’s been told it is not anticipated that someone would have a permit before a water heater has been replaced because they are almost always emergency replacements. Mr. Karney encouraged the board and staff to develop a policy giving three months from the time of the installation of the heat pump water heater until the rebate paperwork is filed, and shared he hopes the board will work with staff to create a policy that can be applied retroactively in Mr. Corbett’s case and other similar 2023 cases.

Consent Calendar
There were no questions or comments from the Board; there were no requests from the public to speak on any matter on the Consent Calendar.
1a) Approve Minutes of the April 12, 2023, Board of Directors Meeting 1b) Receive March 2023 Treasurer Report
1c) Authorize the Chief Executive Officer to Approve the Agreement with Strategic Energy Innovations to Host Three Climate Corps Fellows for the 2023-2024 Fellowship Cycle 1d) Adopt Resolution Approving Amendment to Operating Rules and Regulations to Expand Executive Committee Membership to Up to Six Members
1e) Authorize Request for Extension to Comply with Load Management Standards 1f) Receive SVCE Rate Schedules Effective May 1, 2023
1g) Adopt Resolution Moving Reinstatement of SVCE’s Delinquent Payment Policy to May 2023 1h) Authorize the Chief Executive Officer to Execute an Amendment to the Agreement with Enervee Corporation to Extend the Term of the Agreement for 15.5 Months and Increase Compensation by $175,500
1i) Executive Committee Report
1j) California Community Power Report
1k) Additional Committee Reports
MOTION: Vice Chair Walia moved and Director Meadows seconded the motion to approve the Consent Calendar, Items 1a through 1k.

The motion carried by verbal roll call vote with Directors Abe-Koga, Chua, and Lee absent.

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran’s report included the following:
1) Introduction of two new SVCE employees:

Jesse Park, Power Data Analyst, and
Eric Scheier, Senior Power Analyst
Item 1a Draft Minutes: May 10, 2023 BOD Meeting Minutes

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Both provided brief welcome comments.
2) An update on the anticipated timeline for SVCE’s FY24 budget, FY24 Strategic Focus Areas, and CEO evaluation;
3) Information from Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy, who shared a slide regarding the Ninth Circuit’s decision on the Berkeley gas ban and responded to board member questions;
4) Information from Bena Chang, Senior Government Affairs Manager, who shared a slide and key provisions regarding the Governor’s Budget Trailer Bill proposal and AB 1373; and 5) Invitations to the following upcoming events:

CalCCA’s Annual Conference, May 17-19th in San Diego, CA, and The Caso Diablo IV project ribbon cutting event June 9th in Mammoth Lakes, CA.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.
3) Appoint Sixth Member to SVCE’s 2023 Executive Committee (Action) Andrea Pizano, Board Clerk and Executive Assistant, introduced the item.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Director Klein expressed interest in joining the 2023 Executive Committee.

MOTION: Director Mekechuk moved and Director Martinez Beltran seconded the motion to appoint Director Larry Klein as the sixth member of the 2023 Executive Committee to hold office until the term ends in 2024.

Director Klein shared his appreciation for the motion and provided brief comments on his interest in participating in the Executive Committee.

The motion carried by verbal roll call vote with Director Chua and Lee absent. 4) Update on FY 2022-2023 Digital Engagement Initiatives (Information) Pamela Leonard, Senior Manager of Communications, and Leslie Madarang, Marketing Specialist, presented an update on digital engagement and customer awareness. Presentation highlights included key digital engagement goals and metrics, and new features on the award winning eHub.

Staff responded to questions from board members regarding future plans for digital engagement and growth for the GridShift program, differentiation between unique users and returning users, customers using eHub to purchase directly versus rebate participation, and a suggestion to use referral codes for purchases to track where sales may be coming from.

Chair Tyson opened Public Comment.

Bruce Karney commented on a TED Talk by Steve Schmidt, Los Altos resident and former SVCE Alternate Director, on reducing his carbon footprint from 39 tons to 1 ton. Mr. Karney suggested eHub include a carbon calculator to allow visitors to identify what their carbon footprint is and how it compares to the average American or Northern Californian. Karney noted a simple calculator on eHub would do a good job at helping people understand if they are in the top 10% of polluters or top 10% of climate champions.

Chair Tyson closed Public Comment.

Item 1a Draft Minutes: May 10, 2023 BOD Meeting Minutes

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Board Member Announcements and Future Agenda Items
Director Abe-Koga announced the Santa Clara County Cities Association will be hosting an annual dinner on June 15, 2023, with a sustainability theme, at 6pm at the Los Altos Community Center.

Public Comment on Closed Session
No speakers.

The Board of Directors convened to Closed Session at 8:00 p.m.

Closed Session
Public Employee Performance Evaluation
Title: Chief Executive Officer
Conference with Labor Negotiators
Agency Representatives: George Tyson, Chair, Board of Directors, Tina Walia, Vice Chair, Board of Directors
Unrepresented Employee: Chief Executive Officer
Conference with Legal Counsel – Anticipated Litigation
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: (one potential case) The Board of Directors reconvened from Closed Session at 8:57 p.m.

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

Adjourn
Chair Tyson adjourned the meeting at 8:57 p.m.

ATTACHMENT A
Public Comment from Colin Corbett
ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: May 10, 2023 BOD Meeting Minutes Dear SVCE members of the board.

I come to you as someone who has tried to actually get a rebate from SVCE and thought I would give you the perspective of someone in the trenches. 1 Electric water heater install
A Customer experience
Colin Corbett
Reservation # HB-0210
Item 1a
Attachment A
I recently closed on a house and took posession of it on 3/1.

We had home inspections, but they missed that the existing water heater, was 30 years old.

It wasn’t in great shape, had leaks, corrosion, no drainpan, and other issues.

We decided to replace it, and we had a new water heater installed by the end of the month.

Now, I will admit, that I was not fully aware of SVCE and their rebate programs.

My first priority was to get a critical issue at my house fixed fast, while also taking advantage of going green.

When I did submit the paperwork, my reimbursement was denied, as I had not followed the SVCE process.
2 Background
• Recently closed on a house.
• Realized 100 Gal water heater was 30
years old (1993)
• Decided to replace with 80 Gal Electric
• New water heater was installed by
3/29.
• Reimbursement was denied, because I
didn’t file paperwork first.

Item 1a
Attachment A
Now,
Here is the exact timeline.

I signed the permit on 3/15…. After I had received 2 quotes.

The permit was pulled and the work was done.

I then received the SVCE paperwork.

And submitted it a couple days later.

The rebate application was approved.

On the same day, the permit was closed,
The invoice was paid, and the rebate paperwork was submitted.

On 4/13 the rebate was denied, as I had done this incorrectly, in the wrong set of steps.
3 Timeline
• 3/2 – water heater realized as 30 years old
• 3/14 – first quote received
• 3/14 – second quote received
• 3/15 – contract signed.
• 3/23 – permit pulled
• 3/29 – work done
• 3/30 – SVCE information sent to me by plumber
• 4/1 – rebate application submitted.
• 4/3 – rebate application approved
• 4/3 – permit closed.
• 4/3 – invoice paid
• 4/3 – rebate paperwork submitted
• 4/13 – rebate DENIED – Incorrect set of steps followed Item 1a
Attachment A
100350407
180 |l 034| 80 1303
3380 4500
R134A
2300
LISTED
)»vi

RESIDENTIAL HEAT PUMP WATER HEATER

FOR INDOOR USE ONLY
4500 I 3380
208-240 | 60 723 60|2S.80F
~7
So, this leads me to a couple of questions
Is the intention to provide rebates to customers who go green, or is the intention to throw up complicated roadblocks and not actually issue rebates? What if the water heater had failed? By requiring SVCE to be the first call before any work is done, would imply that you expect people to go without water, or other critical utilities, until SVCE deigns to approve their work.

I understand the intent of not having someone file paperwork for an upgrade that happened months or years apart, but as you can clearly see, there is very little time difference here, and replacing the water heater was a critical item.

Now, I honestly do not expect you to change your policies, or to give me my rebate, even if it is probably the right thing to do.

But, I do want you to understand, that I believe it is disingenuous to offer rebates, if you have a set of draconian policies and arcane steps that you expect someone to 4 Questions
• Is the intention to provide rebates to customers who go green, or is the intention to throw up complicated roadblocks and not actually issue rebates?
• What if the water heater had failed? By requiring SVCE to be the first call before any work is done, would imply that you expect people to go without water, or other critical utilities, until SVCE deigns to approve their work? I understand the intent of not having someone file paperwork for an upgrade that happened months or years apart, but as you can clearly see, there is very little time difference here, and replacing the water heater was a critical item.

Item 1a
Attachment A
follow to get a rebate, especially when they may be in crisis solving mode. 4 Item 1a
Attachment A
I believe my time is up,
And thank you for letting me speak.
5 Thank You
Item 1a
Attachment A
1 TREASURER REPORT
Fiscal Year to Date
As of April 30, 2023
(Preliminary & Unaudited)
Issue Date: June 14, 2023
Table of Contents
Page
Summary 2-3
Statement of Net Position 4
Statement of Revenues, Expenses & Changes in Net Position 5 Statement of Cash Flows 6-7
Actuals to Budget Report 8-10
Monthly Change in Net Position 11
Investments Report 12
Customer Accounts 13
Accounts Receivable Aging Report 13
Item 1b April Treasurer Report
2

Page 1 ends

Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $8.1 million for the month of April and $64.4 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $277 M
> SVCE is investing ~95% of available funds generating FYTD interest/dividend income of over $3 million. *Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, exclude GASP 87 expenses.

SVCE Yield-bearing Accounts:

Combined Ending Balance 230.7 M
Total Interest/Div. Earned FYTD 3.4 M
Average Return On Investments** 4.8%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized Yield for the current month
*Due to a Calpine System billing error, revenues were understated by approximately $3.3M that will be corrected in the next Treasurers report.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
April 30, 2023
223.3 M 233.7 235.7 M 241.9 M 255.2 M 268.9 M 277.1 M
-250 M
-150 M
-50 M
50 M
150 M
250 M
350 M
-16 M
-12 M
-8 M
-4 M
0 M
4 M
8 M
12 M
16 M
20 M
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept Net Position Change in Net Position Change in Net Position*
Net Position (Right Y-Axes) MidYear Budget (Left Y-Axis)** Actual (Left Y-Axes) 208 220 222 216
194 206 213
0 50
100
150
200
250
300
350
400
450
500
Oct Nov Dec Jan Feb Mar Apr
Days Cash on Hand (DCOH)
DCOH Maximum Reserves Target Reserves Minimum Reserves
$ 3,043.2 K
$ 91.5 K $ 111.4 K$ 172.9 K
$ 549.1 K $ 547.0 K
$ 744.9 K$ 826.5 K
$ 0 K
$ 500 K
$ 1,000 K
$ 1,500 K
$ 2,000 K
$ 2,500 K
$ 3,000 K
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Investment Income
Actual Cumulative Budget Actual
River City Bank
Accounts
10%
California Asset Management
Program
(CAMP)
90%
SVCE Accounts
Item 1b April Treasurer Report
3

Page 2 ends

Summary of Actual Results vs. Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $74.6 million or ~28.4% is above amended budget expectations of 18.6% operating margin for the fiscal year to date. > FYTD Power Supply costs are -11.8% below mid-year budget. > Retail GWh sales for the month landed -1% below budget.

Variance Explanation:
$ in thousands Actual Budget % Dif Actual Budget % Dif Main Drivers:

Revenue 30.2 M 34.1 M -11.4% 263.0 M 262.5 M 0.2%
Power Supply Cost 20.9 M 22.3 M -6.2% 188.4 M 213.6 M -11.8% Operating Margin 9.3 M 11.8 M -21.2% 74.6 M 48.9 M 52.6% Operating Expenses (ex Power) 1.7 M 2.3 M -24.5% 11.2 M 16.1 M -30.5% Other Non-Operating Items -0.8 M -0.3 M 145.9% 74.6 M 48.9 M 52.6% Net Increase in Available
Fund Balance 8.4 M 9.9 M -14.9% 32.1 M 0.2 M 13047.9%
Customer Load Statistics:

Total Accounts 278,106
Opt-Out Accounts (Month) 69
Opt-Out Accounts (FYTD) 567
Opt-Up Accounts (Month) 24
Opt-Up Accounts (FYTD) (9)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant. $ - $ 9,500,000 $ 9,500,000 $ -
January - the variance mainly reflects a big drop in prices from December'22 to January'23 resulting in $21.5M net
power cost savings comparing to MY Budget estimations
February & March- mainly reflects the below budget net
power supply cost and saving in all categories of other operating expenses.
$ 28,536,229 $ 47,688,801 $ 21,165,000 $ 2,012,428
$ 7,982,993 $ 11,582,993 $ 3,600,000 $ -
Staffing vacancies, underrunning professional services, lower marketing expenses and PG&E fees Reflects 66% higher Interest Income and -35% lower Capital Outlay Beginning Balance End Balance YTD Contributions YTD Expenditures $21.5M lower Net Open Position costs compared to the mid-year budget . This is driven largely by forward prices used for the mid-year budget. Prices have decreased significantly. Slightly higher than projected load levels for the fiscal year-to-date.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
April 30, 2023
April Fiscal YTD
April - due to a Calpine System billing error, revenues were understated by approximately $3.3M that will be corrected in the next Treasurers report. 716 K 876 K 572 K
21,610 K
5,650 K
3,920 K
-3,000 K -1,468 K
2,000 K
7,000 K
12,000 K
17,000 K
22,000 K
Oct Nov Dec Jan Feb Mar Apr
Net Increase in Available Fund Balance
Comparing Actuals to Mid-Year Budget
250,207 250,391 250,506 250,466 250,529 250,606 250,571 27,507 27,476 27,450 27,484 27,512 27,500 27,497
92%
93%
94%
95%
96%
97%
98%
-
50,000
100,000
150,000
200,000
250,000
300,000
Oct Nov Dec Jan Feb Mar Apr
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -6%
-4%
-2%
0%
2%
4%
6%
8%
10%
-
50 100
150
200
250
300
350
400
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
Retail Sales - Actual vs Budget (GWh)
Retail Sales Actual (GWh) Retail Sales Budget (GWh)
Load deviation from the Budget (Right Y-Axes)
Power Supply

93.4%
Personnel

2.6%
Contract Services

2.9%
G & A

0.9%
Depreciation

0.2%
YTD Operating Expenses
Item 1b April Treasurer Report
4 Current Assets
Cash & Cash Equivalents $ 240,183,779
Accounts Receivable, net of allowance 32,398,220
Accrued Revenue 24,728,009
Other Receivables 845,701
Prepaid Expenses 1,395,023
Deposits 20,882,573
Restricted cash 162,893
Total Current Assets 320,596,198
Noncurrent assets
Capital assets, net of depreciation 358,969
Lease asset, net of amortization 1,043,250
Deposits 45,130
Total Noncurrent Assets 1,447,349
Total Assets 322,043,547
Current Liabilities
Accounts Payable 905,700
Accrued Cost of Electricity 25,197,055
Other accrued liabilities 1,469,775
User Taxes and Energy Surcharges due to other gov'ts 1,148,882 Supplier securit deposits 8,120,000
Lease liability 497,706
Total Current Liabilities 37,339,118
Noncurrent Liabilities
Supplier security deposits 7,031,250
Lease liability 618,158
Total noncurrent liabilities 7,649,408
Total Liabilities 44,988,526
Net investment in capital assets 286,355
Restricted for security collateral 162,893
Unrestricted (deficit) 276,605,773
Total Net Position $ 277,055,021

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of April 30, 2023
ASSETS

LIABILITIES
Item 1b April Treasurer Report
5 OPERATING REVENUES
Electricity Sales, Net $261,433,526
GreenPrime electricity premium 844,481
Other income 29,156
TOTAL OPERATING REVENUES 262,307,163

OPERATING EXPENSES
Cost of Electricity 188,404,677
Contract services 5,796,504
Staff compensation and benefits 5,236,871
Other operating expenses 1,884,996
Depreciation 355,087
TOTAL OPERATING EXPENSES 201,678,135
OPERATING INCOME(LOSS) 60,629,028

NONOPERATING REVENUES (EXPENSES)
Grant income 716,553
Interest Income 3,043,224
Financing costs (17,306)
TOTAL NONOPERATING REVENUES (EXPENSES) 3,742,471
CHANGE IN NET POSITION 64,371,499
Net Position at beginning of period 212,683,522
Net Position at end of period $277,055,021

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES
October 1, 2022 through April 30, 2023

AND CHANGES IN NET POSITION
Item 1b April Treasurer Report
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $290,809,667
Other operating receipts 17,539,496
Payments to suppliers for electricity (220,668,785)
Payments for other goods and services (8,799,727)
Payments for staff compensation and benefits (4,932,388) Tax and surcharge payments to other governments (5,119,946) Net cash provided (used) by operating activities 68,828,317

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Grant revenue received 716,553
Finance costs paid (1,760)
Net cash provided (used) by financing activities 714,793

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition of capital assets (75,435)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 3,043,224
Net change in cash and cash equivalents 72,510,899
Cash and cash equivalents at beginning of year 167,835,773 Cash and cash equivalents at end of period $240,346,672 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $240,183,779
Restricted cash 162,893
Cash and cash equivalents $240,346,672

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2022 through April 30, 2023
Item 1b April Treasurer Report
7 Operating Income (loss) $ 60,629,028
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 355,087
(Increase) decrease in net accounts receivable 23,265,001 (Increase) decrease in other receivables (763,987)
(Increase) decrease in accrued revenue 780,689
(Increase) decrease in prepaid expenses (417,095)
(Increase) decrease in current deposits (317,251)
Increase (decrease) in accounts payable (102,108)
Increase (decrease) in accrued cost of electricity (14,201,854) Increase (decrease) in accrued liabilities 81,875
Increase (decrease) in energy settlements payable 3,344,047 Increase (decrease) in taxes and surcharges due to other governments (545,115) Increase (decrease) in supplier security deposits (3,280,000) Net cash provided (used) by operating activities $ 68,828,317

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2022 through April 30, 2023
Item 1b April Treasurer Report
8 FYTD FYTD FY 2022-23 FY 2022-23 `
OPERATING REVENUES Actual Budget $ % Budget Remaining Budget Energy Sales $262,150,079 $261,782,239 $367,840 0% $522,853,000 $260,702,921 Green Prime Premium 844,481 665,463 $179,018 27% 1,055,000 210,519 Other Income 29,156 29,167 (11) 0% 50,000 20,844
TOTAL OPERATING REVENUES 263,023,716 262,476,869 546,847 0% 523,958,000 260,934,284

ENERGY EXPENSES
Power Supply 188,404,677 213,579,773 (25,175,096) -12% 392,436,000 204,031,323 Operating Margin 74,619,039 48,897,096 25,721,943 53% 131,522,000 56,902,961

OPERATING EXPENSES
Data Management 1,861,131 1,990,625 (129,494) -7% 3,413,000 1,551,869 PG&E Fees 687,217 857,500 (170,283) -20% 1,470,000 782,783 Salaries & Benefits 5,236,871 6,582,847 (1,345,976) -20% 11,285,000 6,048,129 Professional Services 1,779,036 4,701,506 (2,922,470) -62% 8,016,000 6,236,964 Marketing & Promotions 403,555 506,641 (103,086) -20% 862,000 458,445 Notifications 53,750 76,563 (22,813) -30% 131,000 77,250 Lease 301,441 306,250 (4,809) -2% 525,000 223,559
General & Administrative 876,767 1,083,329 (206,562) -19% 1,857,000 980,233 TOTAL OPERATING EXPENSES 11,199,768 16,105,261 (4,905,493) -30% 27,559,000 16,359,232 OPERATING INCOME/(LOSS) 63,419,271 32,791,835 30,627,436 93% 103,963,000 40,543,729

NON-OPERATING REVENUES
Investment Income 3,043,224 1,835,882 1,207,342 66% 3,870,000 826,776 TOTAL NON-OPERATING REVENUES 3,043,224 1,835,882 1,207,342 66% 3,870,000 826,776

NON-OPERATING EXPENSES
Financing 1,760 1,750 10 1% 3,000 1,240

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 75,436 116,667 (41,231) -35% 200,000 124,564 Transfer to Programs Fund 9,765,000 9,765,000 - 0% 9,765,000 - Nuclear Allocation 1,900,000 1,900,000 - 0% 1,900,000 - Multi Family Discount Programs 9,500,000 9,500,000 - 0% 9,500,000 - Electrification Discount Programs 9,500,000 9,500,000 - 0% 9,500,000 - Transfer to CRCR Fund 3,600,000 3,600,000 - 0% 3,600,000 - TOTAL OTHER USES 34,340,436 34,381,667 (41,231) 0% 34,465,000 124,564

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $32,120,299 $244,300 $31,875,999 13048% $73,365,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through April 30, 2023
Item 1b April Treasurer Report
9 ADOPTED ACTUAL/

BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfers in - General Programs $ 9,765,000 $ 9,765,000 $ - 100.0% Transfers in - Nuclear Allocation $ 1,900,000 $ 1,900,000 $ - 100.0% Transfers in - Multi-Family DI $ 9,500,000 $ 9,500,000 $ - 100.0% Total $ 21,165,000 $ 21,165,000 $ -
EXPENDITURES & OTHER USES:

Program expenditures* 15,007,082 2,012,428 12,994,654 13.4% Net increase (decrease) in fund balance $ 6,157,918 $19,152,572 Fund balance at beginning of period 28,536,229
Fund balance at end of period $47,688,801

ADOPTED ACTUAL/

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

Customer bill relief credit 3,600,000 - 3,600,000 0.0%
Other program expenditures 3,119,875 - 3,119,875 0.0%
Total Program expenditures 6,719,875 - 6,719,875
Net increase (decrease) in fund balance $ (3,119,875) 3,600,000 Fund balance at beginning of period 7,982,993
Fund balance at end of period $11,582,993

ADOPTED ACTUAL/

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

Program expenditures * 100,000 - 100,000 0.0%
Net increase (decrease) in fund balance $ 9,400,000 9,500,000 Fund balance at beginning of period -
Fund balance at end of period $9,500,000
*Some of these expenditures contain CRCR expenses that will be corrected in the next treasurers report.

ELECTRIFICATION DISCOUNT FUND

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through April 30, 2023

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through April 30, 2023

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2022 through April 30, 2023
Item 1b April Treasurer Report
10 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 32,120,299
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (355,087)
Subract program expense not in operating budget (2,012,428) Add back GASB 87 expenses not in operating budget 278,279 Add back transfer to Program fund 34,265,000
Add back capital asset acquisition 75,436
Change in Net Position 64,371,499

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2022 through April 30, 2023

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

OPERATING REVENUES
Electricity sales, net $ 35,283,024 $ 33,596,659 $ 39,756,116 $ 42,320,931 $ 40,149,296 $ 40,246,959 $ 30,080,541 $261,433,526 Green electricity premium 133,572 123,147 130,539 120,693 101,229 127,670 107,631 844,481 Other Income 2,250 15,255 - 2,250 5,651 2,750 1,000 29,156 Total operating revenues 35,418,846 33,735,061 39,886,655 42,443,874 40,256,176 40,377,379 30,189,172 - - - - - 262,307,163

OPERATING EXPENSES
Cost of electricity 23,218,378 21,819,493 35,364,953 35,834,118 26,012,142 25,276,392 20,879,201 188,404,677 Staff compensation and benefits 656,536 673,219 792,543 742,292 723,137 787,636 861,508 5,236,871 Data manager 265,853 265,687 265,535 265,615 266,006 266,325 266,110 1,861,131 Service fees - PG&E 98,200 98,021 98,152 98,182 98,159 98,157 98,346 687,217 Consultants and other professional fees 410,507 374,917 575,873 298,921 372,763 700,446 514,729 3,248,156 Other operating expenses 200,337 182,040 881,981 206,710 (17,169) 220,350 210,747 1,884,996 Depreciation 50,510 50,510 50,449 50,397 50,866 50,927 51,428 355,087 Total operating expenses 24,900,321 23,463,887 38,029,486 37,496,235 27,505,904 27,400,233 22,882,069 - - - - - 201,678,135 Operating income (loss) 10,518,525 10,271,174 1,857,169 4,947,639 12,750,272 12,977,146 7,307,103 - - - - - 60,629,028

NONOPERATING REVENUES (EXPENSES)
Grant income - - - 716,553 - - - 716,553
Interest income 91,459 111,370 172,923 549,063 546,985 744,934 826,490 3,043,224 Financing costs (2,428) (2,359) (4,010) (2,251) (2,152) (2,083) (2,023) (17,306) Total nonoperating revenues (expenses) 89,031 109,011 168,913 1,263,365 544,833 742,851 824,467 - - - - - 3,742,471 CHANGE IN NET POSITION $ 10,607,556 $ 10,380,185 $ 2,026,082 $ 6,211,004 $ 13,295,105 $ 13,719,997 $ 8,131,570 $ - $ - $ - $ - $ - $ 64,371,499

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2022 through April 30, 2023
Item 1b April Treasurer Report
12 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 208,116,692 $ 221,541,600 $ 227,161,983 $ 70,193,524 $ 66,497,950 $ 45,850,620 $ 23,833,640 $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ - $ - $ - $ 140,486,848 $ 140,996,992 $ 177,721,225 $ 216,512,539 $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Ending Balance $ 208,116,692 $ 221,541,600 $ 227,161,983 $ 210,680,372 $ 207,494,943 $ 223,571,844 $ 240,346,179 $ - $ - $ - $ - $ - Return On Investments:

Annual % Yield Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 0.50% 0.58% 0.85% 1.07% 1.44% 2.39% 2.77% California Asset Management Program (CAMP) 0.00% 0.00% 0.00% 4.53% 4.73% 4.80% 4.97% PFM Asset Management Investment Portfolio 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Average Return On Investments: 0.50% 0.58% 0.85% 3.38% 3.68% 4.31% 4.75% Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 67,811 $ 86,193 $ 139,716 $ 54,891 $ 36,841 $ 13,057 $ 24,386 $ - $ - $ - $ - $ - California Asset Management Program (CAMP) $ - $ - $ - $ 486,848 $ 510,145 $ 724,233 $ 791,314 $ - $ - $ - $ - $ - PFM Asset Management Investment Portfolio $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Interest/Div. Earned $ 135,621 $ 172,385 $ 279,432 $ 596,629 $ 583,826 $ 750,347 $ 840,087 $ - $ - $ - $ - $ - CAMP Portfolio Statistics
As of April 30, 2023
Beginning Market Value $ 177,721,225
Ending Market Value $ 216,512,539
Yield at Market 4.97% Weighted Average Maturity (days) 28

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2022 through April 30, 2023
Repurchase
Agreements,

35.9%
Certificates of
Deposit, 26.7%
Commercial
Paper, 31.9% Money Market
Funds, 3.6%
Corporate
Notes, 1.9%
Camp Pool Composition (based on market value) Comparison to Benchmark Chart will be included once we have 3 months
of return data with PFM
Item 1b April Treasurer Report
13 Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept YTD Retail Sales Actual (GWh) 307 311 341 341 311 334 287 2,232 Retail Sales Budget (GWh) 315 308 331 336 295 309 290 313 340 358 369 342 2,184 Load deviation from the Budget (Right Y-Axes) -2.5% 1.1% 3.1% 1.3% 5.3% 8.2% -1.1% 2.2% Customer Participation Rate Res 96.4% 96.4% 96.4% 96.4% 96.3% 96.3% 96.3% Customer Participation Rate Com 96.7% 96.7% 96.7% 96.7% 96.7% 96.7% 96.7% Total Accounts 277,714 277,867 277,956 277,950 278,041 278,106 278,068 Opt-Out Accounts 74 62 99 126 137 69 77 644
Opt-Up Accounts -3 4 -6 -36 8 24 -7 -16

0.07 26.50
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 5/1/2023) Date Amount
<30 days $30,539,153 High 11/29/2021 $7.99M
<60 days $1,811,972 Low 4/17/2020 $2.54M
<90 days $1,335,529 Current 5/1/2023 $7.5 M
<120 days $815,503
Older $3,537,603
April 2023 FYTD
Bad Debt % (Actual)

0.23%

TOTAL DUE
Bad Debt % (Budget)

0.90%
Accounts Receivable Days
26 Days
$38,039,760

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
SVCE Write-offs By Fiscal Year
• Green arrow indicates
receipt of $1.3M in Federal
CAPP funds.
• An additional $717K in
CAPP funding provided in Winter 2023.
• Growth at red arrow
indicates short-term PG&E
billing-hold issue in Fall
2022 that was quickly
resolved.
'17-'18 '18-'19 '19-'20 '20-'21 21-'22
Total 308551.8 417275.08 415187.01 639454.85 885995
Average/Month 25712.65 34772.92333 34598.9175 53287.90417 73832.91667 % Revenue 0.001233704 0.001420734 0.001359604 0.002535839 0.002298289 0 100000
200000
300000
400000
500000
600000
700000
800000
900000
1000000
Item 1b April Treasurer Report

Page 1 of 2 ends

Staff Report – Item 1c
Item 1c: Approve Additional Funding of $250,000 for eHub Resources for a Not to Exceed Amount of $1.1M
From: Girish Balachandran, CEO
Prepared by: Adam Selvin, Director of Energy Services & Community Relations Pamela Leonard, Senior Manager of Communications
Date: 6/14/2023

RECOMMENDATION
Staff recommends the Board approve the allocation of an additional $250,000 for the ongoing operation of eHub. The new amount allocated for eHub would become $1,100,000. This additional budget will allow SVCE to cover the vendor partner fees until the end of the 2023-2024 fiscal year and continue educating customers on electrification and enabling customer action on eHub.

BACKGROUND
In 2018, the SVCE Customer Program Advisory Group provided input on the Decarbonization Programs Roadmap, emphasizing the need to provide residential customers with educational resources. The following year, staff started the process of building eHub, an online resource center for customers to learn more about electrification. SVCE issued a competitive Request for Proposals to select vendor partners who were capable of providing online tools to help customers understand the benefits of going electric and enable actions such as evaluating efficient, electric home appliances, electric vehicles (EV) and solar and battery storage options. The Board approved $850,000 to develop and operate these eHub resources out of the overall programs budget.

In fall 2020, eHub was formally launched to customers. Per goals identified in the SVCE strategic plan, SVCE is continuing to expand eHub capabilities to increase accessibility and resources to support customers’ electrification journeys by bringing electrification to customers’ minds, providing knowledge to customers about the benefits of electrification and assisting customers with going electric. With over three years of operating eHub, customers have had access to tools and resources on the Enervee platform, known as the ‘Appliances Assistant,’ ZappyRide platform, known as the ‘EV Assistant,’ and Electrum platform, known as the ‘Solar+Battery Assistant.’

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

Of the Board-approved $850,000 for eHub, SVCE has thus far utilized $744,176 for the development and operation of eHub, which remains under the previously approved budget. In 2023, the Board approved contract amendments to authorize additional funding for eHub vendors as new capabilities have been added to the tools. Approval of staff’s recommendation will allocate additional funds to the overall eHub program from available funds in the existing programs budget. Based on the successful performance of eHub over the past three years, SVCE intends to maintain its operation and allocate a higher budget for its continued functioning Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1c Agenda Date: 6/14/2023

Page 2 of 2 ends

through September 30, 2024. Staff plans to issue another Request for Proposals in Q1 2024 to re-examine the vendor landscape for eHub 2.0.

Below is a breakdown of what has been invoiced, additional spend, and anticipated spend:

Active Vendor Partner
Agreement
Approved Not-to-ExceedInvoiced Additional Spend
Expected by End of
Agreement
Electrum MSA 1 $30,000 $20,000 -
Enervee MSA 1 $566,500 $506,826 -
Enervee MSA 1 Amendment 1 $175,500 - $175,500
SMUD Task Order 3 $92,400 $92,350 -
ZappyRide MSA 1 $105,000 $90,000 -
ZappyRide MSA 2 Amendment 1
+ Amendment 2
$89,570 $35,000 $54,570
Total $1,058,970 $744,176 $230,070
Upcoming Vendor Partner
Agreement
Additional
Anticipated
Spend through
End of FY 23- 24
ZappyRide MSA 2 Amendment 3 $34,178
Misc. Costs $91,576
Total $125,754
Invoiced ($744,176) + Additional Spend ($230,070) + Anticipated Spend ($125,754) = $1.1M for eHub through end of FY 23-24
Current allocation for eHub is $850,000 so an additional $250,000 needs to be allocated to cover these costs.

STRATEGIC PLAN
eHub is in alignment with the SVCE Strategic Plan, Goal #6 Measure #2: Enable customer education, engagement and action related to electrification and decarbonization, via online tools, resources and promotions. By increasing the eHub budget to align with the current vendor scope of work, SVCE can continue to inspire.

FISCAL IMPACT
Through the annual budget process, the Board approved 2% of annual operating revenues for programs. The proposed allocation of an additional $250,000 for eHub remains within this approved programs budget.

Therefore, the staff proposal has no incremental fiscal impact.

Item 1c

Page 1 of 3 ends

Staff Report – Item 1d
Item 1d: Authorize the Chief Executive Officer to Execute a Three-Year Agreement with the Sacramento Municipal Utility District (SMUD) for Electrification Concierge Consultant Services
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Jessamyn Allen, Senior Community Programs Specialist
Date: 6/14/2023

RECOMMENDATION
Staff recommends the Board approve and authorize the CEO to execute an agreement with the Sacramento Municipal Utility District (“SMUD”) for SVCE residential electrification concierge services for a period of three years for an amount not to exceed $892,059.

BACKGROUND
In November 2020, the Board approved the Building Decarbonization Joint Action Plan, which identified FutureFit Homes and Buildings as one of SVCE’s cornerstone programs to support the decarbonization of existing buildings. The concept was to provide comprehensive assistance to SVCE customers electrifying their homes by navigating and accessing the many existing and forthcoming energy programs providing financial assistance for building decarbonization and energy efficiency, offering additional SVCE incentives, and identifying other actions necessary to remove barriers for customers.

In October 2022, SVCE launched the initial phase of this program, FutureFit Homes rebates. This phase expanded upon SVCE’s existing heat pump water heater rebates to provide new rebates for installing heat pump heating, ventilation, and air conditioning systems, prewiring for future electrification, and removing the gas meter for fully electrified homes. To help SVCE customers navigate the ever-changing building decarbonization rebate landscape, SVCE routinely updates the rebate program webpage as new regional, state, and federal incentive programs are launched.

In this second phase of the program, SVCE will launch a concierge service to provide comprehensive, tailored support for SVCE customers to: answer their questions about electrification clearly and simply, offer personalized support to help them feel comfortable taking action, help them maximize the incentives available to them through white-glove-level service, provide technical assistance and whole-home electrification planning, and to connect customers to complementary SVCE and non-SVCE programs (including those created by the Inflation Reduction Act) that will enable their home electrification journey.

ANALYSIS & DISCUSSION
The concierge concept was born from the desire to offer a tailored home electrification resource for SVCE residential customers that can meet them wherever they are in their electrification journey. The concierge will provide custom, accurate, and relevant information to support even non-technical customers in understanding electric technologies, stepping through the processes to pursue all available incentives, and feeling comfortable with the final installation. The concierge consists of a phone hotline and website that any customer can engage with to learn how to take steps to electrify their homes. By providing a simple, Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1d Agenda Date: 6/14/2023

Page 2 of 3 ends

approachable channel that can effortlessly provide technical assistance, planning resources, and information on existing programs, the concierge will reduce the expertise, time, and resources customers need to undertake home electrification upgrades. This supported pathway will help SVCE customers avoid a disjointed, potentially frustrating journey across multiple programs, websites, and call centers, making electrification more accessible to customers.

The concierge design was developed through an extensive design review process involving staff across SVCE departments. Throughout the design, SVCE actively researched existing utility and CCA customer electrification assistance programs to identify best practices. The concierge design was also informed by many customer inquiries received through the existing SVCE phone line, in-person events, and submitted to rebate program staff. Customers have shared their difficult experiences trying to understand which rebates they are eligible for, which may depend on many factors, such as their existing equipment or household income. SVCE customers also have fundamental questions about how electric technologies work, want to understand what type of electric technology will work best for them given their specific housing type, or how they should sequence their home electrification upgrade. The concierge aims to address all of these customers’ needs with a simple, coherent offering that is interactive and can address questions in real-time. The service will be additive to our existing eHub resources, which provide a strong base of information and support. Reducing the barriers to electrification for customers across every level of expertise is key to enabling electrification at scale.

The concierge service will be well-versed in SVCE program offerings and provide more tailored rebate layering guidance through phone, chat, and email support. Additionally, the concierge will be staffed with electrification experts who are able to provide SVCE customers with basic and complex technical assistance, along with whole-home electrification planning. Altogether, the concierge will complement SVCE’s existing rebate offerings by providing comprehensive services to help SVCE customers electrify their homes.

SVCE program staff issued a request for proposals for the electrification concierge service in early April. Six responses were received, and interviews were held with top proposers in mid-May. SMUD was selected as the winning proposal. SMUD is the nation’s sixth-largest community-owned, not-for-profit electric company with over 75 years of experience in utility operations. They provide award-winning customer service, including being ranked number one by JD Power for customer phone service. The SVCE concierge will leverage SMUD’s existing in-house call center and technical expertise that provide similar and highly-rated services for their own customer base. SMUD also has extensive resources to provide SVCE customers with multilingual support, as well as deep experience working with underserved customer segments through their income-qualified programs and call center.

The program budget will also support user testing and ongoing program updates based on customer feedback, as well as additional concierge staff training to keep them up to date as new SVCE, local, state, or federal programs and offerings are launched, such as accessible finance programs or eHub’s Water Heater Assistant.

Furthermore, a key goal of the concierge will be to learn what concierge resources are most valuable to SVCE customers and what are the common barriers to home electrification; this information will guide future SVCE program design and offerings.

SVCE aims to launch the concierge in early fall 2023 and expects to support approximately 1,000 hotline calls, 350 requests for incentive layering guidance, 350 requests for technical assistance, and 100 electrification plans in its first year of operation. The actual reach will depend on how broadly the offer is marketed and embedded elsewhere across the SVCE website. The level of engagement with the concierge is intended to grow over time. Details on SMUD’s plan for the SVCE concierge are included in the attached agreement.

STRATEGIC PLAN
As referenced in SVCE’s Strategic Plan Goal 10, Measure 2 to lead program deployment, the concierge service is a part of our cornerstone built environment program known as FutureFit Homes and Buildings identified in our Building Decarbonization Joint Action Plan.

Item 1d
Agenda Item: 1d Agenda Date: 6/14/2023

Page 3 of 3 ends

ALTERNATIVE
Do not authorize the CEO to execute the agreement with SMUD. Staff could pursue an alternative approach to providing technical assistance instead of the concierge service by directing customer inquiries to existing, non-SVCE resources, like BayREN, but would have no visibility into the customer experience or opportunity to learn about specific barriers common to SVCE customers.

FISCAL IMPACT
Approval of this contract with SMUD for $892,059 will have no incremental fiscal impact. Funding for this service will come from the existing $4.95M budget for FutureFit Homes. Of that budget, $2.925M has been allocated for incentives, $875k for administrative support, and the remaining $1.15M was set aside for additional services like this concierge. Funding for FutureFit Homes was approved by the board as part of the Building Decarbonization Joint Action Plan and Resolution 2022-10 approving funding allocations for “Double Down” on Decarbonization Programs that were adopted in November 2020 and March 2022, respectively.

ATTACHMENTS

1. Agreement between SVCE and SMUD for Electrification Concierge Consultant Services Item 1d
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

SACRAMENTO MUNICIPAL UTILITY DISTRICT FOR
Electrification Concierge Consultant Service
THIS AGREEMENT (“Agreement”), is entered into this 15th day of June, 2022, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and SACRAMENTO MUNICIPAL UTILITY DISTRICT, a political subdivision of the State of California established under the Municipal Utility District Act whose address is 6201 S Street, Sacramento CA, 95817 (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 electrification concierge services for residential customers upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on June 15, 2023 and shall terminate on August 27, 2026 unless terminated earlier as set forth herein.

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

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed eight hundred and ninety-two thousand fifty-nine dollars ($892,059.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

Item 1d
Attachment 1
1/2023 Version

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

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

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

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

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

8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Item 1d
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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 against third party claims, 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 reasonable 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 reasonable 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. Except for material in the public domain or provided by Authority, 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 reasonably acceptable to Authority, 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.

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D. 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 "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 or satisfy the requirements through self-insurance. 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 Item 1d
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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.

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 Item 1d
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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
A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of Authority. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to Authority the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of Authority, and all publication rights are reserved to Authority. Consultant may retain a copy of any Report furnished to the Authority pursuant to this Agreement.

B. All Reports prepared by Consultant may be used by Authority in execution or implementation of: (1) The original project for which Consultant was hired; (2) Completion of the original project by others; (3) Subsequent additions to the original project; and/or (4) Other Authority projects as Authority deems appropriate in its sole discretion C. Consultant shall, at such time and in such form as Authority may require, furnish reports concerning the status of services required under this Agreement.

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

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

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

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a Item 1d
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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. Tracy Carlson, Director of Community Energy Services (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement

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

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

C. In the event Authority gives Consultant written notice of a “litigation hold”, then as to all data identified in such notice, Consultant shall, at no additional cost to Authority, isolate and preserve all such data pending receipt of further direction from the Authority D. Consultant agrees to comply with the confidentiality and data protection provisions set forth in Exhibit “E,” attached hereto and incorporated herein by this reference.

E. It is understood that both Parties are subject to the California Public Records Act (Gov. Code § 7920.000 et seq.). If a request under the California Public Records Act is made to view a Party’s Data, the other Party shall notify the Party that provided the Data of the request and the date that such records will be released to the requester unless that Party obtains a court order enjoining that disclosure. If the Party that provided the Data fails to obtain a court order enjoining that disclosure, the Party receiving the request will release the requested information on the date specified.

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

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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:

Sacramento Municipal Utility District
6201 S Street
Sacramento, CA 95817
Attn: Ali Crawford, SMUD Legal

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

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

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

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations, including, but not limited Item 1d
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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.

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

32. ATTORNEY FEES
In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ Item 1d
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fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.

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

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

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

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

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

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

RECOMMENDED FOR APPROVAL
_______________________________
Justin Zagunis, Director of Decarbonization Programs and Policy

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services Item 1d
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CONSULTANT NAME
Sacramento Municipal Utility District
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 1d
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Exhibit A
Scope of Services
SMUD will support SVCE’s vision for a comprehensive, white-glove, customer-facing residential building electrification advisory service to their customers (hereafter referred to by the working title “Concierge” or “Concierge service”) for at least 3 years. The intent of the Concierge service is to help customers access the myriad programs and resources offered by SVCE and other entities as applicable to a given customer.

The overarching goals of the Concierge service will be to provide seamless support, assist a broad range of customers, and provide enhanced support to low-income and other underserved customer segments all while supporting the end goal of whole-home electrification. The Concierge service will focus on residents and owners of single-family homes and small multi-family properties (4 units or fewer) with non-central systems. The Concierge service will also be prepared to respond to residents in larger multi-family properties if they have questions.

SMUD will support the core elements of the Concierge program, including:
• Hotline and web interface - A central hotline offering phone, online chat, and email support and an online Concierge landing page.
• Incentives layering assistance - Support in navigating the complex incentive landscape and effectively layering incentives to achieve the best price. • Technical assistance - Access to technical experts who can help customers troubleshoot specific scenarios and detailed questions, with a specialty in minimizing the need for electrical panel and service upgrades (“Technical Assistance”). • Electrification plans – Whole-Home Building Electrification Plans (“Electrification Plan”) tailored to the customer’s home that map out the customer’s baseline energy use, energy efficiency opportunities, existing and future electrical panel capacity, steps they can take to fully electrify over time, and contractor recommendations and quotes for specific upgrades.
• Program referrals – Program referrals to complementary SVCE offerings that are relevant and of interest to the customer. The Concierge will understand all major, active programs at SVCE, as well as contractor resources and electricity rate options.

The Concierge service will provide a seamless customer journey and will be supported by SMUD’s many resources, including:
• Contact Center (“Contact Center”) staffed with Energy Advisors (“Energy Advisors”) trained in high-quality energy conversations and electrification technologies. • Energy Specialists (“Energy Specialists”) skilled at providing technical assistance to SMUD customers with high bills, customers in disadvantaged communities, ethnically diverse customers, and customers in multifamily dwellings. • Energy Experts (“Energy Experts”) who use energy usage data, premise data, and demographic data to create actionable energy plans for SVCE customers across multiple segments.
• Community Energy Services (“CES”) team with 25 people whose mission is to provide services to California’s Community Choice Aggregators (“CCAs”). • Market Research, Information Technology (“IT”), and Digital User Experience departments
• SMUD's in-house Culture Experts help translate materials into nine different languages, ensuring cultural sensitivity.
• Concierge Customer Relationship Management tool (“CRM”), which will be hosted, Item 1d
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managed, and maintained by SMUD.

Phone Hotline & Web Interface
SMUD will build and maintain a website for SVCE. SMUD will leverage their expertise from their Digital User Experience and Market Research departments to build a web experience that is engaging and informative and iterated upon through user testing. These departments will help SMUD refine the web design to meet customer expectations and deliver on SVCE’s objectives and key performance indicators (“KPIs”).

The Concierge website will include a description of the Concierge services, the core elements (incentive layering support, Technical Assistance, Electrification Plans, and program referrals), the Concierge support team, and expertise. An 800 number will be prominently displayed so customers can call if that is their preferred channel of communication. An email address contact will also be available if they wish to interact with the Concierge digitally. SMUD will enable Chat on this webpage which will be monitored by Energy Advisors. Links to SVCE programs and other resources will be included. The web page will include a web form that customers can complete. SMUD will develop scenarios or a brief survey that customers can complete which will tell SMUD the best, likely place to introduce the customer to the service. The inputs will help SMUD direct customers to the appropriate core service element. All content will be approved by SVCE’s marketing team. Form submission information will be recorded in CRM so that it will be available for all Concierge team members to use.

The hotline will be hosted by SMUD’s Call Center, staffed by Energy Advisors who will be able to answer requests related to SVCE, SVCE programs, high bill drivers, NEM impacts, incentives available, electrification technology basics, contractor options and tools, phone or web resources, and the Concierge service in general. Energy Advisors will also be able to assist customers in enrolling in SVCE programs (such as FutureFit Homes, GridShift, etc.), enrolling in Pacific Gas and Electric (“PG&E”) programs, such as the California Alternate Rates for Energy Program (“CARE”), and start incentive application processes (such as BayREN, TECH, etc.).

Energy Advisors will be able to help contractors (with tasks such as how to get on a contract list, enroll in FutureFit Fundamentals, etc.). This Concierge group will be front-line and address the vast majority of customer requests.

SMUD will train staff on SVCE-specific information, including SVCE program information, incentives and resources available to customers who live in the SVCE territory.

Technical Assistance & Electrification Plans
There will be a second group of Energy Specialists and Energy Experts that will service customers who need Technical Assistance and Electrification Plans. This separation allows for specialization in skills and knowledge and ultimately better service for customers. There will be coordination between the groups so that it feels like one team to customers.

SMUD’s Energy Specialists have expansive electrification and energy expertise, not limited to their abilities to:
• Conduct virtual energy audits
• Provide electrification recommendations
• Understand panel upgrade tradeoffs & electrical distribution systems SMUD’s Energy Experts have similar skillsets as the Energy Experts, as well as significant Item 1d
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experience in technical energy auditing.

SMUD will develop customer and contractor-centric whole-building Electrification Plans for SVCE. SMUD will leverage their learnings on what engages customers, educates them, drives customer action, as well as what encourages and works for contractors. SMUD will deliver based on personal accuracy so the plans are individualized, and create a design that has the flexibility to be meaningful for any residential housing situation. SMUD’s Market Research group will help perform research and test design options and ultimately to co-create a final Electrification Plan design that is right for SVCE and SVCE customers.

Data needed from the customer and/or SVCE include:
• Contact information, property address
• Rate category, energy usage
• Estimated costs associated with recommended electrification equipment • Incentives the customer is eligible for, tax incentives and other benefits the customer is eligible for, estimated operational cost savings, net costs • Current equipment and envelope data and status
• Efficiency recommendations, electrification recommendations, panel recommendations, recommendations loading order, contractor list, considerations.

Data sources may include:
• 4013 Electronic Data Interchange (“EDI”) file
• Equipment cost averages for SVCE territory from contractors • SVCE incentives list and eligibility criteria from website • Incentives and tax information from relevant websites • Estimated operation costs savings
• Current equipment and envelope data and status from customer conversation, recommendations, loading order
• Contractor list from SVCE website
To ensure the Electrification Plan is actionable for both customers and contractors, SMUD will engage with customers who receive one of the Electrification Plans and those customers will be asked what information was most helpful to them, in order to refine the Electrification Plan over time. SMUD will also engage the contractors on SVCE’s contractor list and ask them for feedback into the final Electrification Plan design.

Customer Journey
SMUD will ensure consistency in point of contact via a dedicated team model. Each customer will get a team assigned to them as they start their journey consisting of one Energy Advisor, one Energy Specialist, one Energy Expert, and one Program Manager (not that all customers will need assistance from all members). When a customer calls into the hotline, an Energy Advisor will look to see if there is an existing service record for that customer and whether the customer has already participated in any SVCE programs and whether they are qualified low-income. The Energy Advisor will ask the customer a series of questions. Based on the responses, the Energy Advisor will then provide the customer some information, help them complete an enrollment, help them get to web resources, and provide whatever the customer needs. If the Energy Advisor deems Technical Assistance or an Electrification Plan is the next best step for the customer, they will offer to set an appointment with an Energy Specialist or an Energy Expert. The Advisor will also offer to get information for the customer from an Energy Item 1d
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Specialist and get back to them personally, if the customer is uncomfortable setting an appointment. If at any time, a team member feels the customer needs “extra care”, the team member will transfer the customer to the Program Manager for special assistance.

SMUD will dedicate one Program Manager from their CES Program Administration team to oversee all activity. SMUD has nine Energy Specialists, two seniors, who are trained and provide technical assistance to SMUD customers today. They take calls and perform virtual assessments as well as in-home assessments. They make recommendations on measures and projects and can speak to the options related to panel upgrades. Two Energy Specialists will be selected to join the Concierge team. Other Energy Specialists can be selected as needed.

SMUD will ensure coordination among all team members through unified training materials, detailed interaction records, and well-defined hand-offs through workflows. Targeted training blocks will be developed by SMUD’s training staff to increase knowledge and synchronize the team.

A staffing and training plan is diagramed below.

Item 1d
Attachment 1
Program
Manager
Energy
Experts
Energy
Specialists
Energy
Advisors
Electrification Plans Escalations Hotline
Incentive Layering
Technical Assistance
Knowledge Base Knowledge Base Knowledge Base
Utility industry
High bill drivers
Knowledge Base Utility industry Utility industry
Utility industry High bill drivers High bill drivers
High bill drivers Customer experience Customer experience Customer experience excellence
Customer experience excellence excellence
Electrification excellence Energy efficiency Energy efficiency basics technologies Energy efficiency basics Electrification technolgies Electrification Technology vendors Electrification basics Technology vendors technologies
Installation processes
Installation processes Technology vendors
CCAs
Training Blocks Installation processes
SVCE
Concierge program and Training Blocks
Training Blocks SVCE and other
process \ Concierge program and Programs
Hotline, website, CRM \ process Concierge program and SVCE and global SVCE and other \ Hotline, website, CRM \ process incentives Programs /CCAs \ Hotline, website, CRM Contractor options SVCE and global / SVCE \ CCAs Resources incentives / SVCE and other Programs Electrification intermediate /SVCE / SVCE and other Training Blocks Contractor options Resources
SVCE and global
incentives
Contractor options
Resources
/ Programs
SVCE and global
incentives
Contractor options
Concierge program and
processes
Hotline, website, CRM
Resources
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SMUD and SVCE estimate that the number of customer interactions supported by the Concierge over the next 3 years to be the following:

Hotline Web Incentives
Layering
Technical
Assistance
Electrification
Plans
Total
1 1,000 200 350 350 100
2 1,200 240 420 420 120
3 1,440 288 504 504 144
Total 3,640 728 1,274 1,274 364 7,280
SVCE and SMUD estimate the amount of Concierge staff time needed to support each customer interaction to be:

Hotline Calls 10 minutes
Web Chats/emails 10 minutes
Incentive Layering Assistance 10 minutes
Technical Assistance 30 minutes
Electrification Plans 60 minutes for customer call support 120 minutes for plan development
SMUD will work with SVCE’s marketing team to help drive customer traffic to the Concierge. If the customer volume or duration of interaction exceeds expectations, SMUD will first draw on budgeted use contingency funds to fund additional Concierge staff support.

The Concierge will provide the following customer response times:
• Contact center hours are 9am until 5pm, Monday through Friday, and voicemail will be available for after-hour calls. SMUD will provide a 60 second service level agreement for average speed of answer, and the current average is seven seconds. SMUD manages contacts in 150 languages, records all calls, provides random QA of calls, and offers robust call reporting.
• SMUD’s average speed of answer service level agreement for Energy Advisors is 60 seconds, but the current actual speed is closer to 10 seconds. Energy Advisors will also monitor chats and will respond within 60 seconds.
• Energy Advisors will schedule virtual appointments for Technical Assistance and Electrification Plans at the convenience of the customer. Energy Specialists and Energy Experts will be on time for appointments.
• Energy Specialists will provide summaries of conversations and resources via email within two business days.
• Energy Experts will create Electrification Plans and schedule with customers to go over the Plan, answer any questions and make adjustments. Energy Experts will provide the Electrification Plan to the customer via email within two business days.

Customer Relationship Management
SMUD will build a Salesforce CRM to house Concierge-specific data, enable workflows, and produce comprehensive, actionable reports. SMUD will leverage its IT team’s decades of experience building utility and Community Choice Aggregators CRMs, as well as its Market Research team to help deliver quality interfaces for employees that enable great customer Item 1d
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experiences.

Through the Concierge CRM, SMUD will record details of every interaction with customers so that any member of the team can have a thorough understanding of a particular customer’s journey, where they are at in it, and how they can best help that customer with their next step.

When a customer calls in, an Energy Advisor will look to see if there is an existing service record for that customer. If there is, the Energy Advisor will be able to help the customer get to the appropriate point in their journey, with the right team member. Over time, SMUD will integrate relevant historical information about the customer into the Concierge CRM such as SVCE programs they have participated in and their rate code.

Example Concierge CRM fields include:
• Team member name
• Customer contact information
• Time of interaction
• Web form fields, if applicable
• Reason for call
• Topics covered
• Applications completed
• Programs referred
• Resources referred
• Technical assistance provided
• Electrification plan provided
• Additional information needed
• Issues
• Issue resolution
• Appointment scheduled
• Call back time scheduled
• Customer sentiment
The Concierge CRM will be built leveraging SMUD’s existing CRM. SMUD will perform ongoing operations and maintenance on the Concierge CRM. SMUD’s Energy Advisors will use their existing Salesforce licenses to access the Concierge CRM, and SVCE will be responsible for the costs of six additional Salesforce licenses to enable the Concierge. These licenses will be used by Energy Specialists, the Concierge Program Manager, SVCE, and additional staff as needed.

In parallel, SVCE will inform SMUD of its long-term vision for its own CRM that may be developed in-house, with SMUD’s support, or by a separate third party. SMUD will build the Concierge CRM so that it can be migrated and/or repurposed to an SVCE owned CRM at a future date to minimize additional development costs.

In support of the Concierge CRM, SMUD’s IT will leverage SVCE’s DataHive platform as much as possible, but SVCE may need to provide SMUD with the PG&E 4013 files.

Future potential Concierge offerings
SVCE and SMUD may discuss expanding the Concierge offerings to include:

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• Concierge support for SVCE”s commercial customers\
• White-labeled SMUD proprietary tools white-labeled to be made available to SVCE, such as the Time Of Day Cost Estimator
Any additional services may be added to this Agreement through a written amendment signed by both Parties.

Item 1d
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Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of the Authority.

Scope of Work Start Date End Date
Task # Task Title
0 Finalize contract and scope 05/26/23 05/31/23
1 Project management 05/26/23 08/27/2026
2 Develop implementation plan 05/26/23 06/30/23
3 Integrate Concierge with Existing Program
Administration Structure 05/26/23 06/30/23
4 Develop user interface and utilize a CRM 05/26/23 08/28/23 5 Train concierge personnel 08/01/23 08/28/23
6 Develop marketing and communications plan 08/01/23 08/27/2026 7 Launch and manage concierge services 08/28/23 08/27/2026 8 Integrate with future turnkey installation program 08/28/23 08/27/2026 9 Evaluate program performance 08/28/23 08/27/2026
10 Contingency work 08/28/23 08/27/2026
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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 eight hundred and ninety-two thousand fifty-nine dollars ($892,059), 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.

Scope of Work SVCE
Involvement/Milestone Hours Rate 3 Year Total
Task # Task Title
0 Finalize contract and scope 0 $ -
Resolve any contract exceptions noted
in proposal Facilitate resolution 0 160 $ -
Finalize scope of work for inclusion in
contract
Negotiate and approve
scope 0 160 $ -
Garner contract signatures Garner signature 0 160 $ -
1 Project management 162.00 $ 27,480
Prep for kick off meeting 2 160 $ 320
Identify and contact key participants in
kick off meeting
Provide input into key
participants 1 160 $ 160
Hold program kick off meeting Attend kick off meeting 2 160 $ 320 Draft minutes and outcomes from kick
off meeting
Provide feedback into
minutes 1 160 $ 160
Prep for, hold and draft minutes for bi-weekly check in meeting Attend bi-weekly meetings 156 170 $ 26,520 2 Develop implementation plan 158.5 $ 25,360
Kick off advisory group engagement Attend kick off meeting 1.5 160 $ 240 Develop advisory group questionnaire Provide input into advisory group questionnaire 4 160 $ 640
Coordinate and consolidate advisory
group feedback 4 160 $ 640
Draft advisory group feedback
summary 1 160 $ 160
Send advisory group feedback
summary 0.25 160 $ 40
Adjust advisory group feedback
summary
Provide feedback into
advisory group summary 1 160 $ 160
Finalize advisory group feedback
summary
Approve advisory group
summary 0.5 160 $ 80
Draft customer journey maps 12 160 $ 1,920
Send customer journey maps 0.25 160 $ 40
Adjust customer journey maps 2 160 $ 320
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Finalize customer journey maps 0.5 160 $ 80
Draft electrification plan format 16 160 $ 2,560
Send electrification plan format 0.25 160 $ 40
Adjust electrification plan format 4 160 $ 640
Finalize electrification plan format 0.5 160 $ 80
Draft hotline and web interface
implementation section 16 160 $ 2,560
Draft incentives layering assistance
implementation section 16 160 $ 2,560
Draft technical assistance
implementation section 16 160 $ 2,560
Draft electrification implementation
section 16 160 $ 2,560
Draft program referrals implementation
section 16 160 $ 2,560
Draft EM&V section 16 160 $ 2,560
Draft implementation plan 8 160 $ 1,280
Send draft to SVCE for review 0.25 160 $ 40
Adjust implementation plan Provide feedback into draft
plan 4 160 $ 640
Send draft to SVCE for review 0.5 160 $ 80
Finalize implementation plan Approve draft plan 2 160 $ 320 3 Integrate Concierge with Existing
Program Administration Structure 45.75 $ 7,320
Draft existing programs integration
section 4 160 $ 640
Send draft existing programs
integration section 0.25 160 $ 40
Adjust draft existing programs
integration section
Provide feedback into
existing programs plan 1 160 $ 160
Finalize draft existing programs
integration section
Approve existing programs
plan 0.5 160 $ 80
Integrate with existing programs 40 160 $ 6,400
4 Develop use interface and utilize a
CRM 802.25 $ 128,360
Develop preliminary hotline 109 160 $ 17,440
Develop preliminary web experience 213 160 $ 34,080
Develop preliminary CRM 356 160 $ 56,960
Provide live demonstration of
preliminary UI for hotline and web 2 160 $ 320
Adjust preliminary UI for hotline and
web
Provide feedback into
preliminary hotline and web 4 160 $ 640
Finalize preliminary UI for hotline and
web
Approve preliminary hotline
and web 1 160 $ 160
Provide live demonstration of UI for
CRM 2 160 $ 320
Adjust UI for CRM Provide feedback into CRM 4 160 $ 640 Finalize UI for CRM Approve CRM 1 160 $ 160
Develop UI for hotline and web
research plan 16 160 $ 2,560
Send UI for hotline and web research
plan 0.25 160 $ 40
Item 1d
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Adjust UI for hotline and web research
plan
Provide feedback into
research plan 2 160 $ 320
Finalize UI for hotline and web
research plan Approve research plan 0.5 160 $ 80
Draft usability script 32 160 $ 5,120
Send usability script 0.25 160 $ 40
Adjust usability script Provide feedback into
usability script 2 160 $ 320
Finalize usability script Approve usability script 0.5 160 $ 80 Program usability script 6 160 $ 960
Initiate soft launch 4 160 $ 640
Modify script 4 160 $ 640
Initiate full launch 6 160 $ 960
Review recordings 8 160 $ 1,280
Draft usability research summary 16 160 $ 2,560
Send usability research summary 0.25 160 $ 40
Adjust usability research summary Provide feedback into usability research summary 1 160 $ 160
Finalize usability research summary Approve usability research summary 0.5 160 $ 80
Update UI for hotline and web 8 160 $ 1,280
Provide live demonstration of final UI
for hotline and web
Approve final hotline and
web 3 160 $ 480
5 Train concierge personnel 757.50 $ 106,800
Develop training plan 48 160 $ 7,680
Send training plan 0.75 160 $ 120
Adjust training plan Provide feedback into
training plan 6 160 $ 960
Finalize training plan Approve training plan 1.5 160 $ 240 Develop training materials 288 160 $ 46,080
Be trained (8 hours) 360 120 $ 43,200
Deliver training 36 160 $ 5,760
Draft training summary report 12 160 $ 1,920
Send training summary report 0.75 160 $ 120
Adjust training summary report Provide feedback into
training summary report 3 160 $ 480
Finalize training summary report Approve training summary report 1.5 160 $ 240
6 Develop marketing and
communications plan 306.75 $ 51,960
Draft marketing and communication
plan 16 160 $ 2,560
Send marketing and communication
plan 0.25 160 $ 40
Adjust marketing and communication
plan
Provide feedback into
marketing plan 2 160 $ 320
Finalize marketing and communication
plan Approve marketing plan 0.5 160 $ 80
Implement marketing tactics 288 170 $ 48,960
7 Launch and manage concierge
services 2872 $ 359,332
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Deploy hotline 16 160 $ 2,560
Deploy web 16 160 $ 2,560
Update web 36 160 $ 5,760
Deploy CRM 16 160 $ 2,560
Draft report format 8 160 $ 1,280
Send report format 0.25 160 $ 40
Adjust report format Provide feedback into report 2 160 $ 320 Finalize report format Approve report 0.5 160 $ 80
Prepare and send weekly reports 39 170 $ 6,630
Answer questions/provide ad hoc
reporting 19.5 170 $ 3,315
Draft customer survey 8 160 $ 1,280
Send customer survey 0.25 160 $ 40
Adjust customer survey Provide feedback into
customer survey 2 160 $ 320
Finalize customer survey Approve customer survey 0.5 160 $ 80 Prepare and send weekly surveys 39 170 $ 6,630
Take hotline calls year 1 (1000, 10
mins) 200 110 $ 22,000
Take incentive layering calls year 1
(350, 10 min) 58 110 $ 6,417
Take technical assistance calls year 1
(350, 30 min) 175 120 $ 21,000
Take electrification plan calls year 1
(100, 60 min) 100 120 $ 12,000
Prepare electrification plans year 1
(100, 120 min) 200 120 $ 24,000
Take hotline calls year 2 (1200) 240 115 $ 27,600
Take incentive layering calls year 2
(420) 70 115 $ 8,050
Take technical assistance calls year 2
(420) 210 125 $ 26,250
Take electrification plan calls year 2
(120) 120 125 $ 15,000
Prepare electrification plans year 2
(120) 240 125 $ 30,000
Take hotline calls year 3 (1440) 288 120 $ 34,560
Take incentive layering calls year 3
(504) 84 120 $ 10,080
Take technical assistance calls year 3
(504) 252 130 $ 32,760
Take electrification plan calls year 3
(144) 144 130 $ 18,720
Prepare electrification plans year 3
(144) 288 130 $ 37,440
8 Integrate with future turnkey
installation program 10.75 $ 1,828
Draft turnkey program implementation
plan 8 170 $ 1,360
Send turnkey program implementation
plan 0.25 170 $ 43
Adjust turnkey program
implementation plan 2 170 $ 340
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Finalize turnkey program
implementation plan 0.5 170 $ 85
9 Evaluate program performance 24.00 $ 4,080
Provide data reports to 3rd party
EM&V consultant for program
evaluation 12 170 $ 2,040
Answer questions/provide ad hoc
reporting 12 170 $ 2,040
10 Contingency work 762.00 $ 129,540
Scale service delivery 96 170 $ 16,320
Customize scope to future program
offerings 96 170 $ 16,320
Other tasks as assigned 570 170 $ 96,900
Total 5,902 $ 842,059
Licenses $ 50,000
$ 892,059
Budget Summary
Concierge Total Cost
Set Up Admin Hotline Incentives
Layering
Technical
Assistance
Electrification
Plans
1 $ 236,227 $ 96,025 $ 22,000 $ 6,417 $ 21,000 $ 36,000 2 $ 16,667 $ 117,053 $ 27,600 $ 8,050 $ 26,250 $ 45,000 3 $ 16,667 $ 83,545 $ 34,560 $ 10,080 $ 32,760 $ 56,160 Total $ 269,560 $ 296,623 $ 84,160 $ 24,547 $ 80,010 $ 137,160 $ 892,059 Rates
Title Hourly
Year 1
Hourly
Year 2
Hourly
Year 3
Program Manager 160 170 180
Manager 160 170 180
IT Project Manager 160 170 180
IT Developer 160 170 180
Marketing Specialist 160 170 180
Market Research Specialist 160 170 180
Trainer 160 170 180
Energy Advisor 110 115 120
Energy Specialist 120 125 130
Energy Expert 120 125 130
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Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

Reimbursable Expenses
Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance in writing by Authority
Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

Item 1d
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Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

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

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

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

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

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

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

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

6. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of the Authority’s Data or the physical, technical, administrative, or organizational safeguards put in place by Consultant that relate to the protection of the security, confidentiality, or integrity of the Data, Consultant shall, as applicable: (a) notify Authority as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Authority in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Item 1d
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Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

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

8. Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or Item 1d
Attachment 1
1/2023 Version
prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence. Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

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

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

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

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

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

Item 1d
Attachment 1

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Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute an Amendment to the Agreement with CLEAResult Consulting, Inc. for Electric Vehicle Charging Technical Assistance to Extend the Term of the Agreement for 15 months and Increase Compensation by $225,000
From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Hannah Gustafson, Senior Community Programs Specialist
Date: 6/14/2023

RECOMMENDATION
Staff recommends that the Board authorize the Chief Executive Officer to execute an amendment to the agreement with CLEAResult Consulting, Inc. (“CLEAResult”) to extend the term of the agreement for 15 months until December 31, 2024, and increase compensation by $225,000 for a new not-to-exceed amount of $725,000. This amendment and extension will allow SVCE to continue providing electric vehicle charging technical assistance to multifamily and small/medium business customers.

BACKGROUND
In April 2020, the SVCE Board of Directors approved the original agreement with CLEAResult to administer an electric vehicle infrastructure technical assistance program for multifamily and small/medium business customers. The original contract term was for 40.5 months, ending on September 30, 2023 with a not-to-exceed budget of $500,000. Funding for this program originated from a 2019 Board-approved allocation of $8 million for Electric Vehicle Infrastructure (“EVI”) programs. CLEAResult was selected by SVCE to administer this program after leveraging a similarly scoped competitive solicitation process from Peninsula Clean Energy in 2019.

For the past three years, CLEAResult has administered SVCE’s FutureFit Assist EV Charging Program, providing no-cost technical assistance to eligible customers interested in installing EV charging (Level 1, smart Level 1, and Level 2 connectors). The program provides a full range of support for customers planning an EV charging installation, including on-site assessments, project design, contractor bid support, and assistance with applying for incentives. The program is designed to provide an entry point and help guide multifamily and small business customers with a greater need for support through the often-complex project planning and installation process.

ANALYSIS & DISCUSSION
FutureFit Assist EV Charging provides high-touch support for customers navigating EV charging projects. To date, the program has received 57 applications and completed 36 custom site solutions. At least 6 multifamily participants have since reserved incentives through SVCE’s EV Charging Installation Incentive Program (“CHIIP”) and are in the process of installing charging. Another 5 participants currently have reserved SVCE funding through the California Electric Vehicle Incentive Program (“CALeVIP”) for their installations. The remaining properties are still considering how to proceed or ran into barriers that prevent them from moving forward – SVCE’s program continues to offer support to try to spur action.

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

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Offering no-cost technical assistance is valuable for harder-to-reach properties to help overcome known barriers to EVI adoption. Multifamily and small business owners benefit from a neutral third-party expert service that can help them make informed decisions about a relatively new and rapidly evolving field.

CLEAResult also provides customers with guidance on load management technology and solutions that can lower project costs, are friendlier to the grid, and maximize existing site capacity for charging and other future electrification projects. For a variety of reasons, EV charging installation projects often face long timelines.

This program provides customers with technical support continuity throughout a project planning process, and extending this contract will extend these services for projects with plans currently underway or about to begin.

Additionally, this program provides a pathway for multifamily properties to reserve incentives of up to $50,000 or 75% of total project costs from SVCE’s CHIIP program. Paired together, staff believes the technical assistance and incentive programs provide a supportive pathway and financial motivation for property owners to follow through with their projects. SVCE staff, in collaboration with CLEAResult staff, have learned much about barriers and solutions for expanding EV charging, particularly for multifamily properties. By extending this program another 15 months, through CY2024, this program can continue to build upon these lessons to ramp up more effective marketing and outreach to increase participation and ultimately EV charging installations available to SVCE multifamily residents. In the coming year, SVCE will continue to monitor the progress through final installation at participating properties and evaluate the effectiveness of offering both technical assistance and incentives.

The cost estimate for extending the CLEAResult contract through December 31, 2024 is $225,000.

CLEAResult’s hourly rates have increased by 20% for the extended term based on inflation and increased labor costs since 2020. The scope of work will remain the same, with a focus on continuing to provide support for current and future project site assessments, site designs, contractor bid support, and incentive application support through installation. Throughout the additional 15-month extension, staff will continue to evaluate customer needs and will determine next steps on current or new programs to continue facilitating charger installations.

To extend the contract for 15 additional months, staff requests the Board of Directors approve the amendment to the existing CLEAResult agreement, increasing the current not-to-exceed total of $500,000 to a new total of $725,000 and amending the end date to December 31, 2024.

STRATEGIC PLAN
As detailed in SVCE’s 2022 Strategic Plan, extending the FutureFit Assist EV Charging program helps achieve Goal 10: Coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs. Specifically, continuing this program supports Goal 10 Measure 2, fulfilling a key program detailed in SVCE’s Electric Vehicle Infrastructure Joint Action Plan to accelerate transportation electrification and decarbonization in SVCE territory.
19 9
38 27
11 Applicants
Completed Site Solutions
Incentives Reserved
FutureFit Assist EV Charging Participant Pipeline
April 2020 to May 2023
Commercial Multifamily
56 36
Item 1e
Agenda Item: 1e Agenda Date: 6/14/2023

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ALTERNATIVE
Maintain the existing contract for the remainder of the contract period, ending September 30th, 2023.

Technical assistance for EV charging would no longer be available to SVCE customers after this date. Staff plans to explore a new iteration of these services in future years, based on learnings from this program, but due to the timing there would be a gap in program availability.

FISCAL IMPACT
Approval of the amendment with CLEAResult will have no incremental fiscal impact. The $225,000 additional budget for this program would be funded through currently unallocated funds that the Board has already set aside for programs spending in previous budget cycles.

ATTACHMENTS

1. Amendment to CLEAResult Agreement

2. CLEAResult Agreement
Item 1e
1/2023 Version
FIRST AMENDMENT TO AGREEMENT WITH CLEARESULT CONSULTING, INC.

WHEREAS, the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency (“Authority”), and CLEARESULT CONSULTING, INC. entered into that certain agreement entitled “AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND CLEARESULT CONSULTING INC. FOR ELECTRIC VEHICLE TECHNICAL ASSISTANCE”, effective on April 15, 2020, hereinafter referred to as “Original Agreement”; and
WHEREAS, Authority and CLEARESULT CONSULTING, INC. have determined it is in their mutual interest to amend certain terms of the Original Agreement.

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

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

The term of this Agreement shall commence on Effective Date, and shall terminate on December 31, 2024, unless terminated earlier as set forth herein.

2. Section 3 of the 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 Seven Hundred Twenty-Five Thousand Dollars ($725,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

3. Exhibit C COMPENSATION of the Original Agreement is deleted in its entirety and replaced with the new Exhibit C COMPENSATION as shown in Attachment 1.

4. This Amendment shall be effective on October 1, 2023.

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

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

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

RECOMMENDED FOR APPROVAL
_____________________________________________________
Item 1e
Attachment 1
1/2023 Version
Justin Zagunis, Director of Decarbonization Programs and Policy

RECOMMENDED FOR APPROVAL
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services Item 1e
Attachment 1
1/2023 Version

CONSULTANT NAME
CLEARESULT CONSULTING, INC.

By: __________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
Item 1e
Attachment 1
1/2023 Version
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 seven hundred and twenty five thousand dollars ($725,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensations set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Budgets
Task
Original
Agreement
Budget
Amended
Agreement
Budget
Term 4/15/20-
9/30/23
10/1/23-
12/31/24

1. Administrative Tasks $50,000 $21,687

2. Program Tasks for New and Existing Building Charging Technical Assistance
$370,000 $168,614

2.1. Develop Program Strategy $10,000 $4,337

2.2. Prepare Program Outreach and Educational Campaign $60,000 $24,217

2.3-4. Outreach, Education and Onboarding $70,000 $30,362

2.5-6. Site Screening & Power Parking Assessments $180,000 $78,072

2.7-8. Installation Contractor, Bid Support, & Post
Recommendation
$50,000 $31,627

3. Program Tasks for Fast Charge Systems $0 $0

4. Additional Support and Operational Integration $80,000 $34,699 Total $500,000 $225,000
Total Not-to-Exceed $500,000 $725,000

1. Payment Schedule
Consultant shall bill for Services on a time and materials basis at the rates shown below. Direct expenses will be billed at cost.

1. Rates
Role Original
Hourly Rate
Amended
Hourly Rate
Program Director $206 $240
Operations Manager $120 $143
Sr. Consultant $139 $162
Sr. Electrical Engineer $160 $187
Energy Engineer V $160 $187
Energy Engineer II $115 $135
Item 1e
Attachment 1
1/2023 Version
Account Manager $95 $112
Sr. Energy Auditor $78 $96
Marketing Manager $112 $126
Creative Director $165 $201
Graphic Designer $80 $99
Copy Editor $84 $102
Web Developer $130 $161
IT Developer $152 $188
Additional roles and rates may be added to the table with prior written approval of the Authority.

Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

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

Item 1e
Attachment 1

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND
CLEARESULT CONSULTING INC.

FOR

ELECTRIC VEHICLE TECHNICAL ASSISTANCE
THIS AGREEMENT (“Agreement”), is entered into this 15th day of April, 2020, (the “Effective Date”) by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and CLEAResult Consulting, Inc, a Texas corporation whose address is 4301 Westbank Drive, Building A, Suite 300, Austin, TX 78746 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for electric vehicle technical assistance services, upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

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

3. COMPENSATION TO CONSULTANT
Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Five Hundred Thousand Dollars ($500,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
1 Agreement with CLEAResult and SVCE

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

DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
2 Agreement with CLEAResult and SVCE
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 shall not discriminate against any employee, subcontractor or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law.

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 any acts, errors, omissions, negligence, or misconduct 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, without limitation, Liabilities arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; (c) any destruction, or unauthorized access, use, or theft of Authority data (collectively, “cyber theft”); (d) any construction defects and/or product liability; (e) any product or service allegedly or actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right or, (f) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.

B. Indemnification Procedures. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities, with counsel reasonably acceptable to Indemnitees, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually and reasonably incurred in connection with such defense. Promptly after receipt by Authority of a threat, notice, or filing of any action or actions against an Indemnitee in connection with any Liabilities, Authority shall give notice thereof to Consultant, provided that failure to give or delay in giving such notice shall not relieve Consultant of any liability it may have to the Indemnitee except to the extent that Consultant demonstrates that the defense of the action or DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
3 Agreement with CLEAResult and SVCE
actions is prejudiced thereby. Consultant shall reimburse the Indemnitees for any and all reasonable legal expenses and costs incurred by Indemnitees in connection therewith, except that Consultant shall not reimburse the Indemnities for any costs relating to legal counsel that Indemnitees retain independently.

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

D. 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 "D," which is attached hereto and incorporated herein by this reference. Consultant shall provide thirty (30) days’ advance written notice to Authority of any pending change in the limits of liability or of any cancellation or material modification of any insurance coverage. 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.

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 DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
4 Agreement with CLEAResult and SVCE
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.

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:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
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5 Agreement with CLEAResult and SVCE
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 subcontractors whose names are attached to this Agreement shall be used in the performance of this Agreement.

C. Consultant shall, at such time and in such form as Authority may require, furnish DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
6 Agreement with CLEAResult and SVCE
reports concerning the status of services required under this Agreement.

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

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, upon reasonable notice, escorted 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. Joanne O’Neill (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.

Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
7 Agreement with CLEAResult and SVCE
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.

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

E. Authority covenants that all proprietary and confidential business information and trade secrets of Consultant (collectively “Confidential Information”) received by Authority in connection with this Agreement and marked as “Confidential” or “Proprietary” are deemed confidential and shall not be disclosed or released by Authority without prior written authorization by Consultant, except to the extent required by applicable law, including the California Public Records Act (Cal. Gov’t Code §§ 6250 et seq.). If Authority receives a request for Confidential Information pursuant to applicable law, including the California Public Records Act, then Authority will notify Consultant of such request in order to provide a reasonable opportunity for Consultant to object to such disclosure and, at Consultant’s expense, seek protection from a court of competent jurisdiction. If Consultant fails to seek and obtain protection from disclosure, and Authority determines that it is required to disclose such information pursuant to applicable law, Authority may disclose without breach of this Agreement the portion of the Confidential Information that was requested.

F. The parties’ 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:

DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
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8 Agreement with CLEAResult and SVCE
TO AUTHORITY:
333 W. El Camino Real
Suite 290
Sunnyvale CA 94087
Attention: Chief Executive Officer
TO CONSULTANT:

CLEAResult Consulting, Inc.
100 SW Main St Suite 1500
Portland, OR 97204
Attention: Legal Department

19. TERMINATION
In the event Consultant or Authority fail or refuse to perform any of the provisions hereof at the time and in the manner required hereunder, that party shall be deemed in default in the performance of this Agreement. If that party fails to cure the default within the time specified (which shall be not less than 20 days) and according to the requirements set forth in the other party’s written notice of default, and in addition to any other remedy available to the other party by law, the other party may terminate the Agreement by giving the defaulting party 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 thirty (30) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance.

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

Consultant represents and agrees that all personnel engaged by Consultant in performing services are and shall be fully qualified and are authorized or permitted under state and local law to perform such services. Consultant represents and warrants to Authority that it has all licenses, DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
9 Agreement with CLEAResult and SVCE
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.

23. WAIVER
A waiver by Authority or by Consultant 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.

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 DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
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10 Agreement with CLEAResult and SVCE
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.

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, pandemic, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

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 DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
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11 Agreement with CLEAResult and SVCE
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.

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

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

RECOMMENDED FOR APPROVAL
_______________________________________
Aimee Bailey
Director of Decarbonization and Grid Innovation
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RECOMMENDED FOR APPROVAL
_______________________________
Don Eckert
Director of Finance & Administration

CONSULTANT NAME
CLEAResult Consulting, Inc.

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
DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F SeniorVicePresident
TimMahler
4/10/2020
4/10/2020
Item 1e
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Exhibit A
Scope of Services

1. Administrative Tasks
Consultant shall provide the following:

1.1 Kickoff Meeting
Participate in a kickoff meeting with Authority to review objectives, budget, timeline, administrative processes and contract at a mutually determined time.

1.2 Monthly Progress Report and Call
Provide a short monthly progress report (ideally not more than 1 page, with tables of specific customer information as necessary) and associated call with the designated Authority contract administrator by the 5th of the following month. This report will outline key project elements defined during program strategy development, which may include individual project and overall program timelines, forecasted ports per client, specific list of clients, status of installations, progress (e.g., ‘progress to target’), and challenges encountered; a description of additional funding or resources secured; changes to maintained list of construction contractors and relevant customer feedback related to installation; a summary of project pipeline status from lead generation (marketing & outreach activities) to completed projects, and objectives for the following month. Major supplementary documentation developed in the course of work must be submitted with the Progress Report or its online repository as agreed with the Authority contract administrator. This supplementary documentation may include technical designs, permits, equipment specifications, photographs of installed equipment, and any materials developed for partner use as deemed necessary. Authority may request ad-hoc progress reports at any time to ensure accuracy in progress reporting for public comments or reporting to the Authority Board of Directors.

The progress report should also include a high-level budget status that covers any expense issues not clear on the monthly invoice. Total budget spent-to-date and total remaining budget should be included as well as any issues encountered or anticipated.

The progress report shall also provide an opportunity for immediate, continuous improvement of the program strategy. Consultant shall note any recommendations for addressing critical issues or opportunities that should not be left until the six-month checkpoint meetings.

1.3 Checkpoint Meeting
Participate at project review meetings with the designated Authority contract administrator anticipated to occur six months after the contract start and every six months thereafter, to review project progress (each, a “Checkpoint Meeting”). The Checkpoint Meeting will be used to evaluate progress and the necessity of any course corrections. Consultant will DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
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include a short summary of lessons learned at each of these meetings, either as a written memo or a PowerPoint presentation. The summary should include the recommendations for course corrections, observed trends in the market and identification of common/critical barriers and solutions. Any mutually agreed upon course corrections will be incorporated into the Program Strategy Document, with particular attention to ensuring that actions incorporate lessons learned.

1.4 Final Report
Provide a final report (appropriate for public distribution) at the conclusion of the program or contract synthesizing the issued 6-month reports (plus any remaining period) as detailed in 1.3 into a final report. This report will clearly synthesize all learnings gleaned from engagement with all program entities (participants, applicants, vendors, etc.). The focus shall be on summarizing the common and major barriers for charger deployment and utilization, along with any approaches that were effective in resolving them. A draft report will be provided in advance to Authority for review.

Deliverables:

1. DRAFT Final Report

2. Final Report

2. Program Tasks for New and Existing Building Charging Technical Assistance Consultant shall provide the following tasks for Level 1, Level 2, and L2 ‘powersharing’ configurations:

2.1 Develop Program Strategy
In collaboration with Authority, Consultant shall develop a strategy document for the first year (“Program Strategy”). The Program Strategy will summarize and prioritize key tactics as mutually determined including cost containment methods, site design approach, high level marketing approach, energy efficiency, leveraging non-Authority funding sources and other options which may be identified. The Program Strategy will emphasize a high-touch, concierge service to targeted customers, rather than a broad market appeal. The Program Strategy will incorporate a quarterly activity plan to spread funding out across the duration of the contract, along with processes and tracking to allow for closing the program early or adding new funding based on customer uptake and actual expenditures.

A core purpose of the Program Strategy is to finalize the definitions of the Authority’s target property types (“Target Sites”). This will dictate what kind of sites are targeted by the consultant for concierge support and which will receive more limited support when self-identifying. The Authority’s focus is on supporting market transformation in the small/medium workplaces and multi-unit dwellings (“MUDs”), while scaling up to reach as many residents as possible.

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The Program Strategy will include a description of the Target Sites, key considerations for each site type, geographic distribution of sites within the Authority’s territory, sociodemographic/language considerations, and the recommended outreach strategies for each site type (including variations by geography). The strategy should be aligned with the quarterly activity plan. The Program Strategy will also identify project targets by quarter and overall (e.g. number of Power Parking Assessments, outreach efforts performed, site hosts engaged) to allow for ongoing progress tracking and revisions.

Deliverable: Program Strategy Document

2.2 Prepare Program Outreach and Educational Campaign
Consultant shall prepare an outreach and educational campaign plan addressing each Target Site market segment(s) to solicit applications from a viable pool of potential Target Site participants. The campaign plan should be tailored as necessary to each market segment.

The plan will detail the outreach channels for the outreach campaign including phone calls, email, direct mail, in-person communications, owned media, earned media, paid media, participation at conferences, workshops or stakeholder forums and other tactics as deemed appropriate
The plan will be provided to the Authority team for review and comment before final refinement. The plan will focus on high-touch outreach and education to ensure information and services lead to action, not just improved knowledge. When major new activities are planned such as new media, the plan will be updated with detail on the new plans.

The messaging and materials will be designed in a format and level of detail appropriate for the selected audiences, with an overarching intent of providing a simple and clear path to successful installation of electric vehicle (EV) charging.

The educational component will consist of the following elements, as mutually determined by Authority and Consultant:

1. Introduction/ short overview of electric vehicles;

2. EV Charging Infrastructure (CI) benefits for Target Site managers, owners and tenants;

3. Current estimates and projected future demand timeline for EVs;

4. Charging levels (Levels 1 and 2, plus Direct Current Fast Charger (DCFC)), time to charge, energy fees (existing and upcoming tariffs);

5. Electrical infrastructure requirements;

6. Charging station business models (i.e. amenity versus revenue-generating, site-owned versus vendor-owned) and consultant/technology overview;

7. Potential for make-ready(s);

8. Parking facility considerations, including Americans with Disabilities Act (ADA) requirements;

9. Construction considerations;
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10. Existing EV charging incentive programs (Authority’s, Pacific Gas & Electric’s, and other as-yet-to-be-identified programs), which Consultant shall track and summarize for use by participants and on Authority’s webpages;

11. EV charging user and owner guidance based on proposed charger type, count and location;

12. Assistance with property site policies, if needed;

13. Metering options, utility rates and demand charges, along with pricing policies to manage those three components;

14. Load shaping and demand response opportunities, benefits, and requirements; general information and details of Authority programs as they become available
In all messaging and materials, Consultant shall present the Authority as the program provider, including by complying with the following:

1. Consultant shall use Authority design guidelines and templates;

2. All materials will be reviewed and approved by Authority prior to use;

3. In all communications, the program will be represented as an Authority program, including through the use of the Authority’s approved logo.

Consultant may also use its logo as the consulting partner of the Authority program. Authority, at its discretion, may provide a program name.

4. Initial outreach and broadcast, and template communications in any form, will be coordinated with Authority. Authority may, at its discretion, participate in any/all meetings as part of the program.

Deliverables:

1. Messaging and Marketing Plan DRAFT

2. Messaging and Marketing Plan FINAL

3. Messaging and Marketing Plan Update(s)

4. Website content

5. Customer Collateral (including Fact Sheets, Case Studies, etc.)

2.3 Outreach, Education and Onboarding, Pre-Identified Sites

1. Consultant shall:

A. Determine and contact appropriate individuals (decision makers) from Authority pre-identified lists, such as the Authority’s Regional EV Leadership Recognition partners, and other lists consultant can make available to Authority by market segment(s) with a special emphasis on Target Sites.

B. Educate decision makers regarding program and onboard sites via on-line forms and associated customer relationship management (CRM) platform

2. Outreach, Education, and Onboarding Operations
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A. Consultant shall conduct outbound marketing call support to predesignated and preapproved Authority customers, utilizing the messaging as determined in the Messaging and Marketing Plan.

B. Consultant shall provide outbound call scripts for Authority review and approval prior to implementation.

C. Consultant shall participate in local events where Target Sites are likely to be represented, engaging their interest in program services through presentations and direct interaction
Deliverable: Ongoing outreach and education to pre-identified decision makers

2.4 Education and Onboarding, Self-Identified Sites
Consultant shall provide:

Through their own outreach to the program and Consultant or through referrals from Authority via its other related programs, educate self-identified potential sites regarding this program (or any other relevant programs), following the items outlined in 2.3. As directed by Authority, Consultant shall process these sites along to site screening and recommendation, Power Parking Assessment, or other tasks outlined in this Agreement. Level of assistance should be proportional to property owner scale, site location, clientele and as determined by the Program Strategy (2.1).

Deliverable: Ongoing outreach and education to target customers

2.5 Site Screening & Recommendations
Consultant shall provide:

1. Conduct coarse screening for potential participation in Authority and non-Authority programs, if available.

2. Invite Authority staff to initial decision maker meetings and other meetings

3. As appropriate, further educate the decision maker regarding non-Authority programs outlining the economic benefits with the objective of their participation in non-Authority incentive programs

4. Depending on the number of sites and associated complexity, schedule site walk(s) with the decision maker/designee and a Power Parking Assessment (Section 2.6 below). Should there be a large number of sites under single control, work with the decision maker to develop an appropriate Power-Parking Assessment plan that may / may not encompass all of the sites.

5. Keep Authority informed of activities with customers.

Deliverable: Ongoing screening and recommendations to target customers DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
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2.6 Power Parking Assessment
Consultant shall provide a “Power Parking Assessment” with the objective of providing Target Sites with a simple and clear path to successful installation of EV charging infrastructure. Preparation of the Power Parking Assessment shall include the following steps:

1. Conduct site walk(s) with the decision maker or their designee.

2. Obtain site plans or photos noting the site’s parking lot location(s) and sizes and electrical room locations.

3. Evaluate the site’s potential spare electrical capacity, considering the maximum concurrent load and spare space for additional breakers (and their size) from each applicable panel and potentially recommend load study(s).

Workforce/labor requirements for the load study(s) may be stipulated by Authority with reasonable notice.

4. Assess the potential for least expensive / optimized deployment for the site owner, manager and tenants for Level 2 and/or Level 1 with power-sharing options as appropriate. The assessment may also include alternatives to optimize site owner preferences (higher charging rates), planning for future growth (futureproofing), or other scenarios.

5. As applicable, identify, integrate and explain applicable American with Disabilities Act (ADA) requirements.

6. Incorporate local permitting and National Electrical Code (NEC) requirements into all assessments and installation scenarios (decision maker and their chosen installation contractor will be responsible for code compliance and permit management).

7. Based on the above, prepare a Power Parking Assessment document detailing:

1. Recommendations for Level 1 and/or Level 2 EV Service Equipment (EVSE), plus any make-ready.

2. The proposed parking/ EVSE conceptual drawing, including any ADA impacts.

3. Costs broken down by make-ready, EVSE and installation, networking fees, etc.

4. Summary of estimated costs, integrating Authority and other incentives.

5. Estimated maximum power demand based on cumulative
maximum charger draw and expected weekend and weekday
hourly load based on charger count and type.

6. A summary of the impact of the EV commercial rate on the decision maker’s installation.

7. Best practices and EVSE management policies, such as pricing, access controls, tenant or user management, charging
management.

8. An illustration of potential revenue using one or more sample charger loads and pricing scenarios.

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9. As appropriate, a recommendation for participation in the California Electric Vehicle Infrastructure Project (CALeVIP), Bay Area Air Quality Management District grants, and/or other programs as available.

8. Submit the draft to Authority for review and potential feedback. If Consultant does not receive feedback from Authority within 3 business days, Consultant may proceed.

9. Review the assessment with the property decision maker.

The Power Parking Assessment is not required to include:

1. Line drawings

2. Any construction

3. Permits

4. Equipment acquisition
Deliverable: Power Parking Assessment for decision makers that commit to participate

2.7 Installation Contractor & Bid Support
Consultant shall provide or support, as defined below, the following:

1. Provide Contractor Referrals:

1. Create and manage a list of contractors who have experience with EVSE installation. Qualification for contractor list shall be done by Consultant, with qualifications for inclusion to be determined but including at least expectations on data sharing.

2. Provide decision maker with the contractor list and recommended process for requesting and reviewing bids.

3. Collect decision maker feedback on the installation process and data from contractors to identify common barriers and include in regular reporting to the Authority.

4. Consultant shall act without bias towards any contractors and in the best interest of the decision maker.

2. Project Bid Management:

1. Provide decision maker with reviews and technical assessment of bids and advising on bid selection.

2. Provide decision makers advice on project change-order(s) for accuracy (additional site visits are not required).

3. Provide documentation produced in Power Parking Assessment to decision maker in a form decision maker can readily provide to selected contractor for use in permit submission.

4. Consultant shall act without bias towards any contractors and in the best interest of the decision maker.

3. Disclaimer:

1. Consultant agrees to include a disclaimer of SVCE liability in communications with decision makers, as directed by SVCE. Such disclaimer shall be substantially similar to the following, subject to SVCE’s right to revise: “Silicon Valley Clean Energy DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
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provides this Program as a resource for customers. SVCE does not endorse or guarantee, and makes no warranties or representations regarding, any vendor, contractor, service, or product. SVCE shall not be liable for any loss or damage of any kind arising out of or connected to any vendor, contractor, service, or product associated with this Program. Any transactions that you enter into with a vendor, contractor, or other third party are solely between you and that vendor, contractor, or other third party.”
Deliverables:

1. List of installation contractors and ongoing qualification/management

2. Ongoing bid management consultation

2.8 Post-Recommendation Management

1. Consultant shall assist site host with preparation of a CALeVIP, or other identified charging infrastructure incentive program, project application. Upon project completion, Consultant shall facilitate document submission to verify project completion and incentive receipt. The consultant shall not be responsible for submitting the application on behalf of the site applicant.

2. Consultant will develop and utilize processes to track and record information on the EVSE installation progress, and include that information in reporting to Authority. The following information will be tracked and reported to the extent Consultant is able to obtain the information directly or from decision makers and contractors:

1. Duration of installation activities.

2. Common permitting challenges and length of permitting process.

3. In addition to tracking and reporting, on an as needed basis, Consultant will provide decision makers support with issues such as local permitting

4. Upon installation of EVSE hardware, the Consultant shall:

1. Collect all relevant and necessary EVSE information (e.g., serial numbers) to enable station utilization data collection for such purposes as Low Carbon Fuel Standard credits, while avoiding to the extent possible duplication of data collected via the incentive program.

2. Assist in engagement with Authority load shaping program, regardless if program is active or not; the consultant is in no way responsible for enrollment, participation management, or program delivery.

Deliverables:

1. Ongoing construction tracking

2. Documentation of permitting issues

3. Ongoing assistance with incentive applications

4. Post-installation EVSE data information

3. Program Tasks For Fast Charge Systems
Consultant shall provide the following services:

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As requested by third-party DCFC providers and approved by Authority, provide DCFC providers with support/troubleshooting with DCFC issues, such as local property manager approvals, permitting, land use, utility interconnection, etc. Consultant support/troubleshooting will not include detailed technical analysis of any type (engineering power analysis, circuit requirements, etc.).

Engage with DCFC developers to identify hurdles to station deployment in Authority service territory, compile issues for Authority review, and assist DCFC developers, as directed by Authority.

Deliverables:

1. Ongoing DCFC facilitation

2. Issues list updated as issues are identified in the course of the DCFC facilitation

4. Additional Support and Operational Integration
Consultant shall provide the following services:

4.1 EV Charging Incentive Programs
Consultant will monitor available funding sources for EV charging projects that are potentially applicable to Authority decision makers and report those options to Authority.

Consultant will monitor and share opportunities for Authority to pursue additional funding sources (e.g. Bay Area Air Quality Management District, California Energy Commission, California Air Resources Board) to add resources to Authority’s service territory. Authority may request technical assistance from Consultant in completing an application for a funding source so long as the effort reasonably aligns with existing Consultant tasks in this Agreement.

Deliverables:

1. Quarterly memo identifying incentive program availability for decision makers

2. Quarterly memo identifying existing and upcoming funding sources for Authority and Authority’s service territory.

3. Technical assistance with Authority funding applications, as requested by Authority.

4.2 Data Integration
Consultant will assist with the following:

1. Assist to develop requirements for Authority’s data tracking system(s) integration

2. Implement required integrations on the Consultant CRM

3. Execute tests in coordination with Authority to ensure data transfers operate successfully

4. Transfer all data from Consultant CRM to Authority system(s) on a continuous basis as mutually determined, but not less than weekly. Transfers shall include the following data:

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1. Decision makers approached, the outreach method, date of outreach, result of outreach;

2. General site information (e.g., address, primary contacts, contact information);

3. All information collected in the Power Parking Assessment;

4. Post-recommendation management information (e.g., permit information, construction timeline, project issues encountered);

5. Details on bids, project outcomes (including costs), and actual equipment deployed.

Deliverables:

1. Authority data tracking system(s) requirements

2. Software integration

3. Ongoing data transfer

4.3 Customer Service Operations
Consultant shall provide the following services related to customer service:

1. In-bound customer service call support during normal business hours, 9am – 5pm pacific time, Monday through Friday excluding federal holidays, for customer inquiries.

2. Calls will route to members of the Consultant program team, who shall be trained to respond to questions about the program including services offered, incentives available, processes for technical assistance and rebates.

3. At all times the program and its communications will be presented as an Authority program.

4. Consultant operations will be integrated with Authority customer service operations, to the degree feasible, to provide as seamless a customer experience as possible.

5. Calls unrelated to the EV charging program will be routed to appropriate contacts, to be mutually identified with the Authority.

Deliverables:

1. Customer service integration with Authority customer service operations

2. Ongoing customer service operations

4.4 Case Study Development
As requested by Authority, Consultant shall support the creation of case studies. These case studies may be based on existing EV charger deployment or new deployment supported by this program. Case studies will support the overall education and outreach efforts and are intended to be shared publicly.

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These case studies will include relevant material on the technical aspects of projects, along with anecdotal, personal stories. Authority may request Consultant’s support in developing application documents that gather information of interest. Authority may also request Consultant’s support in following up on any necessary interviews or other data gathering to support the case studies. Authority and Consultant shall mutually agree on roles and responsibilities associated with developing case studies as a part of the Messaging and Marketing Plan created in 2.2.

Authority will support all outreach and will review and co-develop applications or interview questions. Authority anticipates no more than 10 case studies across various Target Site types. Case studies will be simple and easy to understand – likely no more than 2 pages in length.

Deliverables: Information collection and other support to Authority for development of case studies

4.5 Referrals and Support for Other Authority Programs
As requested by Authority, Consultant shall provide information, analysis and advice in support of other Authority programs targeting EV charger deployment or related issues.

Authority will work with Consultant to determine the scope for each instance of support prior to commencing work.

In the course of performing the services in this Agreement, Consultant will be engaging with a variety of Authority customers. Consultant shall remain aware of Authority’s program portfolio and shall work with Authority to establish appropriate processes for Consultant to refer customers to these other programs when they may be a good fit.

Deliverables:

1. Materials to be determined in consultation with Authority

2. Ongoing referrals as necessary

4.6 Evaluation, Measurement and Verification Support
Consultant shall work with Authority and Authority’s Evaluation, Measurement and Verification (EM&V) consultant to prepare any reports or documentation necessary for this program’s EM&V plan. Consultant shall also incorporate into the Program Strategy any processes or elements identified by the Authority as critical to the success of the EM&V plan.

Deliverables:

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5. Adjustments to/Additional Electric Vehicles Technical Assistance Services Authority and Consultant may agree to adjust the tasks and services, or to add additional electric vehicle assistance services, as set forth in this Exhibit A. Such adjustments or additions shall be approved in writing (e-mail is acceptable) by the Authority Representative. Notwithstanding the above, any modifications or additions to the scope of services that require an increase in compensation shall require a written amendment to this Agreement.

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Exhibit B
Schedule of Performance
This schedule may be modified with the written approval of Authority.

Task/Deliverable Due Date

1.1 Kickoff Within 1 month of Effective Date

1.2-1.3 Administrative Tasks Ongoing as specified

1.4.1 Draft Final Report 4 months prior to end of contract or 1 month after customer support is ended due to lack
of remaining funds

1.4.2 Final Report 2 months prior to end of contract with final invoice or 3 months after customer support is
ended due to lack of remaining funds

2.1 Program Strategy 1 month after Effective Date

2.2.1-3 Messaging and Media Plan Draft 1 month after Effective Date, Final 2 months after Effective Date, with updates at
least 1 month before initiating significant
media activity not already outlined

2.2.4 Website Content 3 months after Effective Date

2.2.5 Customer Collateral Ongoing, as appropriate

2.3 Outreach, Education and Onboarding,
Pre-Identified Sites
Initiate within 4 months of Effective Date

2.4 Education and Onboarding, Self-Identified
Sites
Initiate within 4 months of Effective Date

2.5, 2.6, 2.8 Tasks Ongoing

2.7 Installation Contractor & Bid Support Ongoing, with delivery of contractor list

3.1 DCFC Facilitation Support Ongoing

4.1. Identification of Additional Funding Ongoing as specified

4.2.1 Data Integration, CRM Requirements Within 3 months of Effective Date

4.2.2 Data Integration, software Integration Ready for integration with Authority CRM within 1 month of completion of
requirements 4.2.1

4.2.4 Data Integration, ongoing data transfer Ongoing after completion of Integration (4.2.3) and Authority implementation

4.3 Customer Service Operations Integration of operations within 3 months of contract signature, with operations ongoing

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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 five hundred thousand dollars ($500,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensations set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Budgets
Task Amount

1. Administrative Tasks $50,000

2. Program Tasks for New and Existing Building Charging Technical Assistance
$370,000

2.1. Develop Program Strategy $10,000

2.2. Prepare Program Outreach and Educational Campaign $60,000

2.3-4. Outreach, Education and Onboarding $70,000

2.5-6. Site Screening & Power Parking Assessments (60 sites) $180,000

2.7-8. Installation Contractor, Bid Support, & Post
Recommendation Management
$50,000

3. Program Tasks for Fast Charge Systems $0

4. Additional Support and Operational Integration $80,000 Total Not-to-Exceed $500,000

1. Payment Schedule
Consultant shall bill for Services on a time and materials basis at the rates shown below. Direct expenses will be billed at cost.

1. Rates
Role
Hourly
Rate
Program Director $206
Operations Manager $120
Sr. Consultant $139
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Sr. Electrical Engineer $160
Energy Engineer V $160
Energy Engineer II $115
Account Manager $95
Sr. Energy Auditor $78
Marketing Manager $112
Creative Director $165
Graphic Designer $80
Copy Editor $84
Web Developer $130
IT Developer $152
Additional roles and rates may be added to the table with prior written approval of Authority.

DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
28 Agreement with CLEAResult and SVCE
Exhibit D
Insurance Requirements and Proof of Insurance
Consultant shall maintain the following minimum insurance coverage:

1. 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:

DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
29 Agreement with CLEAResult and SVCE
Exhibit E
Confidentiality 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:
• 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. • 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. • 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.
• Consultant shall, at all times and in perpetuity, keep the Confidential Information in the strictest confidence and shall take all reasonable measures to prevent unauthorized or improper disclosure or use of Confidential Information. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure and prohibits the use of the data for purposes not set forth in the Agreement. Specifically, Consultant shall restrict access to Confidential Information, and to materials prepared in DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
30 Agreement with CLEAResult and SVCE
connection therewith, to those employees or representatives of Consultant who have a “need to know” such 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 ensure such employees or representatives are bound by confidentiality obligations at least as protective as 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.
• Notwithstanding the above, Consultant may disclose Confidential Information to the extent required by an order, subpoena, or lawful process requiring the disclosure of such Confidential Information issued by a court or other governmental authority of competent jurisdiction, provided that Consultant notifies Authority immediately upon receipt thereof to allow Authority to seek protective treatment for such Confidential Information.
• Consultant shall immediately notify Authority if it reasonably believes that there has been unauthorized access to the Confidential Information by a non-authorized person that could reasonably result in the use, disclosure, or theft of the Confidential Information.
• It shall be considered a material breach of this Agreement if Consultant engages in a pattern or practice of accessing, storing, using, or disclosing the Confidential Information in violation of the contractual obligations described herein. Consultant understands that if Authority finds that Consultant is engaged in a pattern or practice of accessing, storing, using, or disclosing Confidential Information in violation of this Agreement Authority shall promptly cease all disclosures of Confidential Information to Consultant. Consultant further understands that if Authority receives a customer complaint about Consultant’s misuse of data or other violation of the Disclosure Provisions, Authority shall promptly cease disclosing that customer’s information to Consultant and shall notify the California Public Utilities Commission of the complaint.
• Consultant shall be liable for the actions of, or any disclosure or use by, its employees or representatives contrary to this Agreement; however, such liability shall not limit or prevent any actions by Authority directly against such employees or representatives for improper disclosure and/or use. In no event shall Consultant or its employees or representatives take any actions related to Confidential Information that are inconsistent with holding Confidential Information in strict confidence.

Consultant shall immediately notify Authority in writing if it becomes aware of the possibility of any misuse or misappropriation of the Confidential Information by Consultant or any of its employees or representatives. However, nothing in this Agreement shall obligate the Authority to monitor or enforce the Consultant’s compliance with the terms of this Agreement.

DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
31 Agreement with CLEAResult and SVCE
• 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.
• In addition to any other requirements set forth in the Agreement, within ten (10) business days of receipt of Authority’s written request, and at Authority’s option, Consultant will either return to Authority all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Authority with written certification that all such tangible Confidential Information of Authority has been destroyed.

Notwithstanding the foregoing, Consultant will not be obligated to destroy or return Confidential Information that is contained in an archived computer system backup in accordance with Consultant’s backup policies; provided, however, that any such Confidential Information retained shall continue to be subject to the nondisclosure obligations of this Agreement.
• Consultant acknowledges that disclosure or misappropriation of any Confidential Information could cause irreparable harm to Authority and/or Authority Customers, the amount of which may be difficult to assess. Accordingly, Consultant hereby confirms that the Authority shall be entitled to apply to a court of competent jurisdiction or the California Public Utilities Commission for an injunction, specific performance or such other relief (without posting bond) as may be appropriate in the event of improper disclosure or misuse of its Confidential Information by Consultant or its employees or representatives. Such right shall, however, be construed to be in addition to any other remedies available to the Authority, in law or equity. • In addition to all other remedies, Consultant shall indemnify and hold harmless Authority, its officers, employees, or agents from and against and claims, actions, suits, liabilities, damages, losses, expenses and costs (including reasonable attorneys’ fees, costs and disbursements) attributable to actions or non-actions of Consultant and/or its employees and/or its representatives in connection with the use or disclosure of Confidential Information.
• When Consultant fully performs the purposes set forth in the Agreement, or if at any time Consultant ceases performance or Authority requires Consultant cease performance of the purposes set forth in the Agreement, Consultant shall promptly return or destroy (with written notice to Authority itemizing the materials destroyed) all Confidential Information then in its possession at the direction of Authority.

Notwithstanding the foregoing, Consultant will not be obligated to return or destroy Confidential Information that is contained within an archived computer backup system in accordance with Consultant’s backup policies; provided, however, that any such Confidential Information retained shall continue to be subject to the nondisclosure obligations of this Agreement. Further, the nondisclosure obligations of this Agreement shall survive any termination of this Agreement.

DocuSignEnvelopeID:34353F30-569A-4532-8089-E0B898B25F7F Item 1e
Attachment 2
32 Agreement with CLEAResult and SVCE

Page 1 of 2 ends

Staff Report – Item 1f
Item 1f: Adopt a Resolution Authorizing the Chief Executive Officer to Execute Master Agreement with Citadel Energy Marketing LLC
From: Girish Balachandran, CEO
Prepared by: Monica Padilla, COO and Director of Power Resources Zak Liske, Senior Manager of Power Operations
Date: 6/14/2023

RECOMMENDATION
Adopt Resolution 2023-10 to delegate authority to the Chief Executive Officer (CEO) to execute a Master Agreement (as defined below) with Citadel Energy Marketing LLC (“Citadel”).

BACKGROUND
SVCEA bases its power supply agreements on the industry-standard Edison Electric Institute (EEI) master power purchase and sale agreement (“Master Agreement”). The Master Agreement is a widely used standard form agreement containing general terms and conditions for electric power transactions. The SVCE Board of Directors (“Board”) via resolution and/or minute action, has authorized the CEO to execute Master Agreements with multiple counterparties and has delegated authority to transact under the Master Agreements contingent on limits related to term, price and/or products such as renewable energy and resource adequacy capacity.

The Board-approved Energy Risk Management Policy “ERM Policy” establishes limits for the types of transactions the CEO, or his designee, may execute along with limits on authority related to term, volume and dollars and necessary oversight. The Board most recently approved a revised ERM Policy in November 2021.

The Master Agreements are intended to work within the parameters of the ERM Policy.

In late 2022, Citadel reached out to SVCE staff to request that Citadel and SVCE become enabled under an EEI Master Agreement. The two parties have agreed to certain terms and provisions as defined in the attached EEI Cover and Collateral Annex, which have been reviewed and approved by SVCE’s counsel and are consistent with the terms approved by the Board under existing Master Agreements.

ANALYSIS & DISCUSSION
The Master Agreements does not itself obligate SVCE to execute transactions but rather enables parties to transact various types of energy and related services such as renewable energy resources to meet Renewable Portfolio Standards (RPS); carbon-free resources; system energy at fixed and/or index prices and resource adequacy capacity products. The Master Agreement between SVCE and each counterparty includes standard, boilerplate terms and conditions, with modifications negotiated by the parties via a “Cover Sheet” as well as certain global credit provisions. Enhancement of credit and/or collateral requirements are memorialized through the execution of a Collateral Annex. Energy transactions are made through competitive solicitations and memorialized via written “Confirmations” setting forth the specifics of the purchase such as term, product, volume, and price.

The Board may either execute Master Agreements and subsequent Confirmations or delegate such authority to the CEO, which the Board has done subject to certain limitations and adherence to the Board-approved Energy Risk Management Policy.

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

Page 2 of 2 ends

34910991v1
Citadel Master Agreement
Citadel LLC, is an American multinational hedge fund and financial services company. The proposed Master Agreement is with Citadel Energy Marketing LLC, the commodities trading arm of Citadel. Enabling transactions with Citadel Energy Marketing LLC will add a new counterparty when SVCE makes wholesale purchases, providing additional depth to SVCE’s power procurement activities.

The CEO requests authority to execute the Master Agreement as provided for in Attachments 1 and 2, which contains the proposed terms under the Cover Sheet and Collateral Annex.

STRATEGIC PLAN
SVCE’s Strategic Plan, Goal 2 Measure 1, directs staff to acquire long-term agreements to meet California’s long-term renewable mandate.

ALTERNATIVE
SVCE could choose to not execute the Master Agreement with Citadel, which would not impact any existing contracts in the portfolio.

FISCAL IMPACT
There is no expected fiscal impact as a result of approving this Master Agreement with Citadel. Any future transactions with Citadel would be made within SVCE’s approved budget at the time.

ATTACHMENTS

1. Resolution No. 2023-10 Delegating Authority to the Chief Executive Officer to Execute a Master Agreement with Citadel Energy Marketing LLC

2. Master Power Purchase and Sale Agreement with Citadel Energy Marketing LLC – Cover Sheet

3. Credit Elections Cover Sheet between Citadel Energy Marketing LLC and SVCE Item 1f

SILICON VALLEY CLEAN ENERGY
RESOLUTION NO. 2023-10

RESOLUTION OF THE BOARD OF DIRECTORS OF SILICON VALLEY CLEAN

ENERGY AUTHORITY DELEGATING AUTHORITY TO THE CHIEF EXECUTIVE

OFFICER TO EXECUTE A MASTER AGREEMENT WITH CITADEL ENERGY

MARKETING LLC

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

WHEREAS, the Silicon Valley Clean Energy Authority (“Silicon Valley Clean Energy”) was formed on March 31, 2016;
WHEREAS, Silicon Valley Clean Energy launched service under a community choice aggregation program on April 3, 2017;
WHEREAS, to provide such service, Silicon Valley Clean Energy purchases energy, renewable energy, carbon free energy, resource adequacy and related products and services (the “Product”) from energy generating sources that are cleaner and have a higher percentage of renewable energy than that provided by the incumbent utility and at competitive prices;
WHEREAS, the EEI Master Agreement (“Master Agreement”) is an industry standard framework agreement used for the purchase of Product that establishes certain terms and conditions for the contractual relationship between an energy purchaser and energy supplier, but which does not require a purchaser to purchase or a supplier to supply the Product without further written agreements executed in accordance with the terms and conditions of a Master Agreement (“Confirmations”);
WHEREAS, Silicon Valley Clean Energy Board of Directors (“Board”) pursuant to Resolution No. 2016-09 delegated authority to the Chief Executive Officer to negotiate and execute separate Master Agreements with certain energy suppliers (“Suppliers”), (such agreements, the “Approved Master Agreements”);
WHEREAS, the Board continues to reserve to itself the authority to authorize new Approved Master Agreements; and
WHEREAS, Silicon Valley Clean Energy desires to enter into a Master Agreement with Citadel Energy Marketing LLC to transact Product and has agreed to terms and conditions consistent with Approved Master Agreements.

NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the Board delegates authority to the Chief Executive Officer to:

Item 1f
Attachment 1

1. Execute a Master Agreement with Citadel Energy Marketing LLC with terms consistent with the form of agreement presented to the Board of Directors, with any non-material changes, additions, variations or deletions (“Changes”) which following such execution by both parties, shall become an Approved Master Agreement.

ADOPTED AND APPROVED this 14th day of June 2023, by the following vote:

JURISDICTION NAME AYE NO ABSTAIN ABSENT
City of Campbell Director Scozzola
City of Cupertino Director Mohan
City of Gilroy Director Hilton
City of Los Altos Director Meadows
Town of Los Altos Hills Director Tyson
Town of Los Gatos Director Rennie
City of Milpitas Director Chua
City of Monte Sereno Director Mekechuk
City of Morgan Hill Director Martinez Beltran
City of Mountain View Director Abe-Koga
County of Santa Clara Director Lee
City of Saratoga Director Walia
City of Sunnyvale Director Klein
Chair
ATTEST:

MASTER POWER PURCHASE AND SALE AGREEMENT

COVER SHEET
This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date:

May 22, 2023 (“Effective Date”). The Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (and any Confirmations confirming Transactions) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following:

Name: Citadel Energy Marketing LLC
(“CEM” or “Party A”)
Name: Silicon Valley Clean Energy Authority
(“SVCE” or “Party B”)
All Notices:

Address: c/o Citadel Americas LLC
Southeast Financial Center
200 S. Biscayne Blvd., Suite 3300
Miami, FL 33131
All Notices:

Address: 333 W. El Camino Real, Suite 330
Sunnyvale, CA 94087
Attn: Legal Department
Phone:

E-mail:

Duns:

Federal Tax ID Number:

Attn: Girish Balachandran, CEO and Monica
Padilla, COO and Director of Power Resources
Phone:

Email
Duns:

Federal Tax ID Number:

Invoices:

Attn: Energy Invoices
Phone:

E-mail:

Invoices:

Attn: Power Supply Group
Phone:

Email:

Scheduling:

Attn: Scheduling Desk
Phone:

E-mail:

Scheduling:

Attn: ZGlobal
Phone:

Email:

Confirmations:

Attn: Energy Transaction Confirmations
Address:

Phone:

E-mail:

Confirmations:

Attn:

Phone:

Email:

Payments:

Attn: Energy Invoices
Phone:

E-mail:

Payments:

Attn: Finance Group
Phone:

Email:

DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
2 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Wire Transfer:

BNK: The Bank of New York Mellon
ABA:

ACCT:

Wire Transfer:

BNK: River City Bank
ABA:

ACCT:

Credit and Collections:

Attn: Energy Credit
Phone:

E-mail:

Credit and Collections:

Attn: Finance Group
Phone:

Email:

With additional Notices of an Event of Default
or Potential Event of Default to:

Attn: Legal Department
Phone:

E-mail:

With additional Notices of an Event of Default
or Potential Event of Default to:

Hall Energy Law PC
Attn: Stephen Hall
Phone:

Email:
and to:

Monica Padilla, COO and Director of Power
Resources
Email:
and to:

Amrit Singh, CFO and Director of
Administrative Services
Email:

DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
3 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions:

Party A Tariff FERC Electric Tariff No.1 Dated: July 29, 2021 Docket Number: ER21-1921-000 Party B Tariff N/A
Article Two
Transaction Terms and Conditions  Optional provision in Section 2.4. If not checked, inapplicable.

Article Four
Remedies for Failure
to Deliver or Receive
 Accelerated Payment of Damages. If not checked, inapplicable.

Article Five
Events of Default; Remedies
 Cross Default for Party A:
 Party A: Cross Default Amount:
 Other Entity: Cross Default Amount $______
 Cross Default for Party B:
 Party B: SVCE Cross Default Amount :
 Other Entity: Cross Default Amount $

5.6 Closeout Setoff:
 Option A (Applicable if no other selection is made.)
 Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows:
 Option C (No Setoff)
Article Eight 8.1 Party A Credit Protection:

Credit and Collateral Requirements (a) Financial Information:
 Option A
 Option B Specify:
 Option C Specify:
(1) The annual report containing audited consolidated financial statements for such fiscal year of Party B prepared in
accordance with generally accepted accounting principles as soon as practicable after demand, provided that such financial statements shall be delivered within 180 days after the end of each annual period and such request or delivery will be deemed to have been filled if such financial statements are available at https://www.svcleanenergy.org, and (2) quarterly unaudited DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
4 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association financial statements for Party B for the first three quarters of its fiscal year as soon as practicable upon demand, provided that such financial statements shall be delivered within 90 days after the applicable quarter. Should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. The first quarterly unaudited statement will be provided within 90 days after the fiscal quarter during which Party A begins deliveries under a Transaction.
(b) Credit Assurances:
(c) Collateral Threshold:

If applicable, the provisions of Section 8.1(c) of the Agreement shall be replaced by the provisions of the Collateral Annex attached hereto.
(d) Downgrade Event:

If applicable, complete the following:
 It shall be a Downgrade Event for Party B if Party B’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s
or if Party B is not rated by either S&P or Moody’s.
 Other, specify: Downgrade Event threshold as set forth in the Applicable Confirmation.
(e) Guarantor for Party B: N/A
Guarantee Amount: N/A

8.2 Party B Credit Protection:
(a) Financial Information:
 Option A
 Option B Specify:
 Option C Specify:

DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
5 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association (1) The annual report containing audited consolidated financial statements for such fiscal year of Party A as soon as practicable after demand, but in no event later than 180 days after the end of each annual period of Party A and (2) unaudited monthly consolidated financial statement of Party A within 45 days after month-end, and, in each case, such request will be deemed to have been filled if such financial statements are available at an internet or intranet site available from which such financial statements can readily be viewed. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles or international financial reporting standards; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements.
(b) Credit Assurances:

If applicable, the provisions of Section 8.2(c) of the Agreement shall be replaced by the provisions of the Collateral Annex attached hereto.
(d) Downgrade Event:

If applicable, complete the following:
 It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3 from
Moody’s or if Party A is not rated by either S&P or
Moody’s.
 Other - Specify: It shall be a Downgrade Event for Party A if Party A’s Guarantor’s Credit Rating falls below BBB-from S&P or Baa3 from Moody’s or if Party A’s Guarantor is not rated by either S&P or Moody’s.
(e) Guarantor for Party A: (1) Each of the following entities: Citadel Wellington LLC, Citadel Kensington Global Strategies Fund Ltd., and Citadel Kensington Global Strategies Fund II Ltd., and (2) any other entity that, as of the date of determination, is a DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
6 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association guarantor pursuant to and in accordance with an existing guaranty of Party A’s obligations under this Agreement that is in full force and effect as of such determination date.

Guarantee Amount:

Article Ten
Confidentiality  Confidentiality Applicable If not checked, inapplicable.

Schedule M
 Party A is a Governmental Entity or Public Power System  Party B is a Governmental Entity or Public Power System  Add Section 3.6. If not checked, inapplicable.
 Add Section 8.4. If not checked, inapplicable.

Other Changes This Master Power Purchase and Sale Agreement and the associated Collateral Annex incorporate, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007.

ARTICLE ONE: GENERAL DEFINITIONS. 1. Section 1.1 is amended by adding the following sentence at the end of the definition of “Affiliate”: “Notwithstanding the foregoing, the Parties hereby agree and acknowledge that (i) with respect to Party A, “Affiliates” shall mean “none” for purposes of Section 10.2(vi), and (ii) with respect to Party B, the public entities designated as members or participants under the Joint Powers Agreement creating Party B shall not constitute or otherwise be deemed an “Affiliate” for the purposes of this Master Agreement or any Confirmation executed in connection therewith.”

2. Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Holiday.

3. A new Section 1.8A is added as follows:
“1.8A “Collateral Annex” means that certain Collateral Annex to this Agreement, dated as of the date hereof, between Party A and Party B.”

4. Section 1.12 is superseded. See Paragraph 10 to the Collateral Annex.

5. Section 1.23 is amended by (i) adding the following phrase after the word “obligations” in the second line thereof: “at the Delivery Point (to the extent there is a Delivery Point for the applicable Product)” and (ii) inserting in the thirteenth line of this Subsection before the phrase “foregoing factors” the word “two”.

DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
7 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

6. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”.

7. A new Section 1.26A is added as follows:
“1.26A “Joint Powers Agreement” means the Joint Powers Agreement, effective as of March 31, 2016, as amended, providing for the formation of Party B, as such agreement may be further amended or amended and restated.”

8. Section 1.27 is superseded. See Paragraph 10 to the Collateral Annex.

9. Section 1.28 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”. 10. Section 1.51 is amended by (i) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point” and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with the phrase “absent such a purchase (Buyer has no obligation to enter into actual replacement transactions)”.

11. Section 1.52 shall be amended by deleting the phrase “the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.)” and replacing it with the following “S&P Global Ratings, a division of S&P Global, Inc.”

12. Section 1.53 is amended by:
(i) deleting the phrase “at the Delivery Point” from the second line; and (ii) deleting the phrase in line 5 “at the Seller’s option” and replacing it with “absent such a sale”.

13. Section 1.56 is amended by (i) deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.”

14. Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to.”

15. A new Section 1.62 is added as follows:
“1.62 “Unpaid Amounts” means the amounts owed by one Party to the other Party under this Agreement that have not been paid as of the Early Termination Date whether or not such amounts are then due, including, without duplication, (i) invoiced amounts, (ii) uninvoiced amounts, including without limitation amounts payable in respect of physical deliveries or settlements that occurred prior to the Early Termination Date, (iii) damages payable under Article 4 of this Agreement, and (iv) taxes or other costs or expenses to the extent an obligation to pay shall have accrued under this Agreement or the Confirmation relating to a Transaction on or prior to the Early Termination Date; provided, that Unpaid Amounts shall not include any Settlement Amounts.”
ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS. 16. Section 2.1 is deleted in its entirety and replaced with the following:

DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
8 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction; provided, however, Party A acknowledges that no employee of Party B may amend or otherwise materially modify this Master Agreement or a Transaction, or enter into a new Transaction, without the approval of the board of Party B, which may be granted on a prospective basis, and that evidence of such approval, including a certificate of incumbency setting forth the names and signatures of employees of Party B with authority to act on behalf of Party B, will be provided upon request.” 17. Section 2.2 is amended by deleting the second comma prior to “the Party A Tariff” in the third line.

18. Section 2.3 is hereby deleted in its entirety and replaced with the following:
“2.3 Confirmation. A Transaction shall be entered into only by a written confirmation in a form mutually agreeable to both Parties and signed by both Parties (“Confirmation”). Notwithstanding anything to the contrary in this Master Agreement, this Master Agreement and any and all Confirmations may not be amended or modified except by an instrument in writing signed by both of the Parties.”

19. Section 2.4 is amended by (i) deleting the words “either orally or” in the seventh line, (ii) adding “a” before the word “writing” and (iii) deleting “be deemed to be accepted pursuant to Section 2.3” and replacing it with “govern such Transaction”.

20. Section 2.5 is amended by (i) deleting the second to last sentence thereof in its entirety and (ii) deleting “(or deemed acceptance)” from line 11.

ARTICLE THREE: OBLIGATIONS AND DELIVERIES. 21. Section 3.2 is hereby amended by adding the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.” ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE. 22. Section 4.1 is hereby amended by deleting the phrase “or by Buyer’s failure to perform” in the second and third line and replacing such phrase with “or otherwise by the terms of this Agreement”.

23. Section 4.2 is hereby amended by deleting the phrase “or by Seller’s failure to perform” in the second and third line and replacing such phrase with “or otherwise by the terms of this Agreement”.

ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES. 24. Section 5.1(a) is amended to change “three (3) Business Days” to “five (5) Business Days”.

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25. Section 5.1(b) is deleted in its entirety and replaced with the following: “(b) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; provided, however, that it shall only be an Event of Default under this Section 5.1(b) if the adverse effect of such misrepresentation, if susceptible of cure, is not remedied within 30 days after the Party’s receiving notice thereof”. 26. Section 5.1(c) is amended to change “three (3) Business Days” to “thirty (30) days”. 27. Section 5.1(e) is hereby amended by adding prior to the semicolon the phrase “or the Collateral Annex, as applicable, and such failure is not remedied by the close of business on the Business Day following the effectiveness of written notice thereof”.

28. Section 5.1(f) is amended by adding the following immediately prior to the semicolon at the end thereof:
“if such failure is not remedied within five (5) Business Days after the Party’s receiving notice or having knowledge thereof.” 29. Section 5.1(g) is amended by (i) deleting the phrase “or becoming capable at such time of being declared,” on the eighth line of the Section, (ii) deleting clause (ii) thereof in its entirety beginning with the word “or” immediately prior to romanette (ii) in the ninth line thereof and ending immediately prior to the semi-colon at the end of the Section, and (iii) adding the following prior to the semicolon at the end of the Section:
“provided, however, that it shall not constitute an Event of Default under this Section 5.1(g) if (i) such event, condition or failure is a failure to pay caused by an error or omission of an administrative or operational nature, (ii) funds were available to such Party to enable it to make the relevant payment when due, and (iii) such event, condition or failure is remedied on or before the third (3rd) Business Day after receipt of written notice of its occurrence”

30. Section 5.1(h)(ii) is amended by replacing the reference to “three (3) Business Days” with “thirty (30) days”.

31. Section 5.1(h)(v) is amended by adding “made in connection with this Master Agreement” after “any guaranty”. 32. Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semicolon, and adding the following new subsections:
“(i) such Party’s financial statements delivered or provided pursuant to Sections 8.1 or 8.2, as applicable, of this Master Agreement contain any information or statements therein that are materially false or misleading if such false or misleading statements are not remedied within thirty (30) days after written notice;
(j) (i) Party A’s authorization to make sales at market-based rates in CAISO is revoked or suspended by the Federal Energy Regulatory Commission; (ii) Party A is unable to reinstate such authorization or cause such authorization to be reinstated within one-hundred eighty (180) days of the effective date of such revocation or suspension; and (iii) Party A is prohibited from selling power to Party B under any outstanding Transaction hereunder pursuant to the terms of such Transaction; or (k) Party B shall cease to have authority to make payments under this Master Agreement or any Transaction subject to this Master Agreement, which shall be an Event of Default under this Section

5.1(k) solely with respect to Party B.”
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33. Section 5.2 is amended and restated in its entirety as follows:
“5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance, in each case subject to the immediately following sentence. Notwithstanding the foregoing, upon the occurrence of any Event of Default with respect to Party A under Section 5.1(d) or Section 5.1(h)(iii), Party B shall not have any right (x) to designate an Early Termination Date or terminate or liquidate any Transactions, or (y) withhold any payments due to Party A, or that would otherwise be due to Party A but for the suspension of performance by Party B, under this Agreement, in each case unless such Event of Default is still continuing on the date that is 45 calendar days following the date such Event of Default first occurred with respect to Party A (such 45-day period following such event, the “Novation Period”) and the Transactions hereunder have not been novated to a third party as provided below. Party B agrees (A) to work together with Party A in good faith to permit Party A to novate its interests in the Transactions hereunder prior to the expiration of the Novation Period to a third party that is not affiliated with Party A, (B) to sign any novation agreement or other documentation reasonably requested by Party A during the Novation Period or required by any bankruptcy court to effectuate, or otherwise in connection with, the novation of the Transactions (it being acknowledged and agreed that a novation agreement providing for the novation of the Transactions on terms substantially similar as the terms set forth in this Agreement (with reasonable adjustments to the applicable credit support provisions of this Agreement, including the Collateral Annex) to a third party not affiliated with Party A shall be deemed to be reasonably requested by Party A) and (C) not to object to any approval sought by Party A from any bankruptcy court to novate the Transactions to a third party that is not affiliated with Party A. Notwithstanding anything to the contrary herein, Party B shall not be required to (X) consent to a novation to a third party that does not either (i) have a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s, or (ii) (x) provide a guaranty reasonably acceptable to Party B from a guarantor that has a Credit Rating of at least BBB- from S&P or Baa3 from Moody’s or (y) provide Performance Assurance in an amount reasonably acceptable to Party B, or (Y) provide any consent, or enter into any novation or other agreement, that materially and adversely affects any of Party B’s rights, benefits, risks or obligations under the Transactions (it being agreed that, if the requirements set forth in clause (X) above are satisfied, any agreement providing for the novation of the Transaction on terms substantially similar to the terms set forth in this Agreement (with conforming amendments to the applicable credit support provisions to take into account the credit support being provided) shall not be deemed to adversely affect any of Party B’s rights, benefits, risks or obligations under the Transactions).

The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Gains and Losses for each Terminated Transaction shall be determined by the Non-Defaulting Party in a commercially reasonable manner by calculating the amount that would be incurred or realized to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of that Terminated Transaction. In DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association making such calculation, the Non-Defaulting Party shall reference information supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets, and information obtained through a recognized exchange, clearinghouse, or reference entity, with such adjustments that the Non-Defaulting Party determines, acting in good faith and in a commercially reasonable manner, are applicable based on the specific terms of such Transaction or Transactions.

Third parties supplying such information may include dealers, brokers and information vendors, including, without limitation, Intercontinental Exchange, Inc. If quotations or relevant market data from third party sources are not readily available, the Non-Defaulting Party may reference to information of the types described above as are available from internal sources (including any of the Non-Defaulting Party’s affiliates) if that information is of the same type used by the Non-Defaulting Party in the regular course of its business for the valuation of similar transactions. If the Non-Defaulting Party’s calculation of a Settlement Amount for a Terminated Transaction results in an amount that would be due to the Defaulting Party (i.e., the Defaulting Party was in the money), then the Settlement Amount for such Terminated Transaction shall be deemed to be zero dollars ($0.00); provided, however, that, for the avoidance of doubt, the foregoing modification of the Settlement Amount shall not apply to calculation of Exposure under and pursuant to the terms of the Collateral Annex.” 34. Section 5.3 is amended (i) by adding the phrase “or the Collateral Annex, as applicable” after “Article Eight” in the fourth line, (ii) by adding the phrase “, including Unpaid Amounts owed or that would have been owed by the Non-Defaulting Party,” after the phrase “plus any or all other amounts due to the Defaulting Party under this Agreement” in the fourth and fifth line and (iii) by adding the phrase “, including Unpaid Amounts owed or that would have been owed by the Defaulting Party,” after the phrase “plus any or all other amounts due to the Non-Defaulting Party under this Agreement” in the sixth and seventh line.

35. Section 5.6 is amended as follows: In Option A, delete “(i)” in the third line and delete “and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party”.

36. Section 5.7 is amended as follows:
(i) In line 4, deleting the words “any or” and adding the words “or payments (including payment or performance obligations under the Collateral Annex, if applicable)” after “suspend performance”; (ii) In line 6, capitalizing the word “early” and deleting the words “with respect to any single Transaction”; and (iii) adding the following at the end thereof:
“Notwithstanding the foregoing, in no event shall the obligations of the Non-Defaulting Party be subject to the condition precedent that no Potential Event of Default shall have occurred or be continuing relating to Paragraph 5.1(c) with respect to the Defaulting Party. In addition, if an Early Termination Date is declared pursuant to Section 5.2 following suspension of performance, the Settlement Amount for the suspended Transactions shall include the Gain or Loss resulting from the suspension of performance prior to the Early Termination Date. The Gain or Loss resulting from suspension of performance will be determined in a commercially reasonable manner by the Non-Defaulting Party as of the originally scheduled date for delivery had such suspension not occurred.” DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ARTICLE SEVEN: LIMITATIONS. 37. Section 7.1 shall be amended by:
(i) adding “SET FORTH IN THIS AGREEMENT” after “INDEMNITY PROVISION” and before “OR OTHERWISE,” in the fifth sentence;
(ii) adding in the nineteenth line the words “PROVIDED, HOWEVER, NOTHING IN THIS SECTION

SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF THIS AGREEMENT

EXPRESSLY ALLOWING FOR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE IN SECTIONS 4.1 AND 4.2, AND CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT IN SECTIONS 5.2 AND

5.3.” immediately after the words “ANY INDEMNITY PROVISION SET FORTH IN THIS AGREEMENT OR OTHERWISE”; and
(iii) adding at the end of the last sentence the words “AND ARE NOT PENALTIES.” ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS. 38. A new Section 8.4 is added as follows: “UCC Waiver. Section 8 and the Collateral Annex set forth the entirety of the agreement of the Parties regarding credit, collateral and adequate assurances. Except as expressly set forth in the options elected by the Parties in respect of Sections 8.1 and 8.2, and as specified in the Collateral Annex, neither Party:
(a) has or will have any obligation to post margin, provide letters of credit, pay deposits, make any other prepayments or provide any other financial assurances, in any form whatsoever, or (b) will have reasonable grounds for insecurity with respect to the creditworthiness of a Party or Member that is complying with the relevant provisions of Section 8 and the Collateral Annex of this Master Agreement;
and all implied rights relating to financial assurances arising from Section 2-609 of the Uniform Commercial Code, or case law applying similar doctrines, are waived.” ARTICLE TEN: MISCELLANEOUS. 39. Section 10.2 is amended as follows:
(i) Replace the phrase “(including any Confirmation accepted in accordance with Section 2.3)” with “(including any Confirmation confirming a Transaction)” in subsections (ii), (iii), (iv), (vi), (vii), (viii), (x) and (xi);
(ii) In subsection (vi), insert the words “or regulatory” after “legal” in the second line thereof; (iii) delete subsection (x) in its entirety and replace it with “(x) it is an “eligible contract participant” within the meaning of Section 1a(18) of the Commodity Exchange Act;”; and (iv) delete subsection (xi) in its entirety and replace it with “(xi) [Reserved]; and”.

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40. Section 10.4 is amended by adding the following to the end of the first sentence:
“, except where an express remedy or measure of damages is otherwise provided in this Agreement for such violation or breach, in which case the foregoing obligations shall not apply.”

41. Section 10.5 is amended and restated as follows: “Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party, (i) collaterally assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements (and without relieving itself from liability hereunder), (ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed or otherwise supported by such Party or its Guarantor, if any, in accordance with a guaranty agreement or other credit support, in form, substance and amount and from a Guarantor or other credit support provider, in each case that is satisfactory to the other Party in its sole discretion, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any; provided, however, that in the case of any assignment pursuant to subsections (ii) or (iii) above, regardless of whether the assigning party is Party A or Party B, any such assignee (1) can make all of the representations and warranties of the assignor set forth herein after giving effect to such transfer, (2) complies with the non-assigning party’s know-your-customer and anti-money laundering internal rules, policies and procedures as reasonably and consistently applied, and (3) such transferee has satisfied all of the credit support requirements of such Party under this Agreement, provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request.” 42. Section 10.6 shall be amended by deleting the sentence “EACH PARTY WAIVES ITS RESPECTIVE

RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.”;
and adding the following after the last line: “(a) EACH PARTY HEREBY IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (i) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii)

ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO

ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (b) EACH PARTY SUBMITS TO THE EXCLUSIVE

JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN SAN FRANCISCO,

CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR

ANY TRANSACTION, AND EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM.

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association The Parties intend for the waiver in clause (a) above to be enforced to the fullest extent permitted under applicable law as in effect from time to time. To the extent that the waiver in clause (a) above is not enforceable at the time that any action or proceeding is filed in a court of the State of California by or against any Party, then (i) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any Party, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) the Parties shall share equally all fees and expenses of any referee appointed in such action or proceeding.”

43. In Section 10.6 change “NEW YORK” to “CALIFORNIA”. 44. Section 10.7 shall be deleted in its entirety and replaced with the following: “All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or email. Notice given by email or hand delivery shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith; provided, however, that changes to wire transfer and other banking information on the Cover Sheet must be made in writing and delivered via certified mail and shall include contact information for an authorized person who is available by telephone to verify the authenticity of such requested changes to the Cover Sheet.” “Notwithstanding anything to the contrary herein, notices to Party A under Section 5 shall be in writing and delivered to Party A via e-mail to the applicable address listed below:

Email: [email protected]”

45. Section 10.8 shall be amended by:
(i) replacing the phrase “(including any Confirmation accepted in accordance with Section 2.3)” with the phrase “(including any Confirmation entered into hereunder)”; (ii) adding at the end of the second to last sentence: “and the rights of either Party pursuant to (i) Article 5, (ii) Section 7.1, (iii) Section 10.11, (iv) Section 10.19, (v) Waiver of Jury Trial and general reference provisions, if applicable, (vi) the obligation of either Party to make payments hereunder, (vii) Section 10.6, and (viii) Section 10.4 shall also survive the termination of the Agreement or any Transaction.”; and
(iii) adding the following to the end thereof: “This Master Agreement and any Confirmation hereunder may be signed in any number of counterparts with the same effect as if the signatures to the counterparts were upon a single instrument. Delivery of an executed signature page of this Master Agreement and any Confirmation by electronic mail transmission (including PDF) shall be the same as delivery of a manually executed signature page. The Parties may rely on electronic or scanned signatures as originals under this Master Agreement and any Confirmation.”
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46. Section 10.9 is amended as follows:
(i) deleting the first sentence in its entirety and replacing it with the following: “Each Party agrees to provide copies of its records to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement if reasonably requested by the other Party.”;
(ii) in the second sentence insert the words “copies of” before the word “statements”; (iii) in the third sentence, the words “If any such examination reveals any inaccuracy in any statement,” are replaced by: “If the Parties determine that any statement, charge or computation contained any inaccuracy,”; and
(iv) add the following text at the end: “The Parties agree that such examination and audit refer only to the examination and audit of copies of the relevant books, records and telephone recordings provided by a Party and do not grant either Party the right to an on-premises examination and audit.”

47. Section 10.10 shall be amended by adding the following after the last sentence of Section 10.10:
“Each Party further agrees that, for purposes of this Agreement, the other Party is not a “utility” as such term is used in 11 U.S.C. Section 366, and each Party waives and agrees not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor.

In any such proceeding, each Party further waives the right to assert that the other Party is a provider of last resort.”

48. Section 10.11 is hereby deleted in its entirety and replaced with the following: “Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement or the completed Cover Sheet to this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors, or any such representatives of a Party’s Affiliates, who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding applicable to such Party or any of its Affiliates; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. The Parties agree and acknowledge that nothing in this Section 10.11 prohibits a Party from disclosing any one or more of the commercial terms of a Transaction (other than the name of the other Party unless otherwise agreed to in writing by the Parties) to any industry price source for the purpose of aggregating and reporting such information in the form of a published energy price index.

Party A and Party B acknowledge and agree that the Master Agreement and any Transactions entered into in connection therewith are subject to the requirements of the California Public Records Act (Government Code Section 6250 et seq.). In order to designate information as confidential, the disclosing party must clearly stamp and identify the specific portion of the material designated with the word “Confidential.” However, the Parties failure to designate information as confidential does not waive or limit the Parties’ rights to object to the production of material or assert exemptions to the requested documents. The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as Confidential that clearly contain information that is not confidential.

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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association Upon request or demand of any third person or entity not a Party hereto to Party B pursuant to the California Public Records Act for production, inspection and/or copying of Confidential Information (“Requested Confidential Information”), Party B will as soon as practical notify Party A in writing via email that such request has been made. In no event, will Party B provide Party A less than 30 days’ notice before it produces Confidential Information to any third person or entity. Party A will be solely responsible for taking at its sole expense whatever legal steps are necessary to prevent release of the Requested Confidential Information to the third party by Party B. If Party A takes no such action after receiving the foregoing notice from Party B, Party B shall, at its discretion, be permitted to comply with the third party’s request or demand and is not required to defend against it. If Party A does take or attempt to take such action, Party B shall provide timely and reasonable cooperation to Party A, if requested by Party A, and Party A agrees to indemnify and hold harmless Party B, its officers, employees and agents (“Party B Indemnified Parties”), from any claims, liability, award of attorneys’ fees, or damages, and to defend any action, claim or lawsuit brought against any of Party B Indemnified Parties for Party B’s refusal to disclose any Requested Confidential Information.”

49. The following Mobile-Sierra clause shall be added as Section 10.12: “Standard of Review/Modifications. (a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement, whether proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), a non-party or FERC acting sua sponte, shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008) and further refined in NRG Power Marketing v. Maine Public Utilities Commission, 558 U.S. 165 (2010) (the “Mobile-Sierra” doctrine).
(b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).”

50. The following shall be added as a new Section 10.13:
“Party A’s Deliveries. Upon request of Party B, Party A shall provide to Party B (i) a certificate of good standing issued by the Delaware Secretary of State as of a recent date, (ii) resolutions of the managers, members, or other governing body, as applicable, of Party A approving the execution, DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
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©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association delivery and performance of this Master Agreement and any Confirmations executed in connection therewith, and (iii) the incumbency and signatures of the signatories of Party A executing this Master Agreement and any Confirmations executed in connection herewith.”

51. The following shall be added as a new Section 10.14: “Physical Transactions. The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.”

52. The following shall be added as a new Section 10.15: “Imaged Agreement. Any original executed Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidenced on paper, the Confirmation, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Confirmation or the Imaged Agreement (or photocopies of the Confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under the hearsay rule, the best evidence rule or other rule of evidence.”

53. The following shall be added as a new Section 10.16: “Index Transactions. If the Contract Price for a Transaction is determined by reference to a third-party information source, then the following provisions shall be applicable to such Transaction:
(a) Market Disruption. If a Market Disruption Event occurs during a Determination Period, the Floating Price for the affected Trading Day(s) shall be determined by reference to the fallback Price Source specified in the Confirmation for the relevant Transaction, if any; provided, however, if no fallback Price Source is specified or if the Floating Price cannot be determined by reference to the fallback Price Source, then the Parties shall negotiate in good faith to agree on the Floating Price (or a method for determining the Floating Price), and if the Parties have not so agreed on or before the second Business Day following the first Trading Day on which the Market Disruption Event occurred or existed, then the Floating Price shall be deemed to be the arithmetic mean of the Floating Prices determined by at least three leading, independent dealers in the principal trading market for the relevant commodity, none of which are affiliates of either Party, taking into consideration the latest available quotation for the relevant commodity and any other information that the Parties and the dealers in good faith deem relevant. Such dealers will be jointly appointed by the Parties. If, by the fifth Business Day following the first Trading Day on which that Market Disruption Event occurred or existed, the Parties have not agreed upon the dealers or a determination of the Floating Price cannot be obtained from at least three dealers, the relevant Transaction(s) will be terminated as of such fifth Business Day in accordance with the methodology specified in Section 5.3, except that each Party will determine a Settlement Amount for the Transaction(s), and the Settlement Amount will be an amount equal to (x) one-half the difference between the Settlement Amount of the Party with the higher Settlement Amount and the Settlement Amount of the Party with the lower Settlement Amount, plus (y) the Settlement Amount of the Party with the lower Settlement Amount.

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Attachment 2
Execution Version
18 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association “Determination Period” means each calendar month a part or all of which is within the Delivery Period of a Transaction.
“Exchange” means, in respect of a Transaction, the exchange or principal trading market specified in the relevant Transaction.
“Floating Price” means a Contract Price specified in a Transaction that is based upon a Price Source.
“Market Disruption Event” means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce or publish the specified Floating Price or information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange or in the market specified for determining the Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange specified for determining the Floating Price; (e) a material change in the formula for or the method of determining the Floating Price; (f) a material change in the content, composition or constitution of the commodity or the contract on which the Floating Price is based; (g) the number of applicable contracts traded on the relevant Exchange on the relevant Trading Day is fewer than the minimum number of contracts specified in the applicable Confirmation; or (h) a material limitation is imposed on trading in the relevant contracts or commodity as specified in the applicable Confirmation.
“Price Source” means, in respect of a Transaction, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the specified price (or prices from which the specified price is calculated) specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. “RTO Transaction” means a Transaction in which the Price Source is an RTO. “Trading Day” means a day in respect of which the relevant Price Source published or should have published the Floating Price.
(b) Revisions to Published Prices. For purposes of determining the Floating Price for any day, if the price published or announced on a given day or used or to be used to determine the Floating Price is subsequently revised and the revision is published or announced by the person responsible for that publication or announcement within the later of (1) one-hundred and eighty (180) days of the original publication, announcement or availability or (2) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of (i) that revision and (ii) the amount (if any) that is payable as a result of that revision. If, not later than thirty (30) days after publication or announcement of that revision, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after the effectiveness of that notice, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that revision.

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Attachment 2
Execution Version
19 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

54. The following shall be added as a new Section 10.17: “Generally Accepted Accounting Principles. Any reference to “generally accepted accounting principles” shall mean, with respect to an entity and its financial statements, generally accepted accounting principles, consistently applied, adopted or used in the jurisdiction of the entity whose financial statements are being considered for the purposes of this Agreement.”

55. The following shall be added as a new Section 10.18: “No Recourse Against Constituent Members of Party B. Party B is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.) and is a public entity separate from its constituent members. Party B will solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement.

Party A will have no rights and will not make any claims, take any actions or assert any remedies against any of Party B’s constituent members, or the officers, directors, advisors, contractors, consultants or employees of Party B or Party B’s constituent members, in connection with this Agreement.”

56. The following shall be added as a new Section 10.19:
“Each Party acknowledges and agrees that (i) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute a “settlement payment” within the meaning of the Bankruptcy Code, (ii) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute a “margin payment” within the meaning of the Bankruptcy Code, (iii) each Party shall have the “contractual right” to terminate, liquidate, accelerate, or offset the transaction as a “master netting agreement participant” within the meaning of the Bankruptcy Code, (iv) electricity delivered hereunder constitutes a “good” under Section 503(b)(9) of the Bankruptcy Code, (v) the Parties are entities entitled to the rights under, and protections afforded by, Sections 362, 546, 553, 556, 560, 561 and 562 of the Bankruptcy Code, and (vi) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties.”

57. The following shall be added as a new Section 10.20: “Severability. If any term, section, provision or other part of this Agreement, or the application of any term, section, provision or other part of this Agreement, is held to be invalid, illegal or void by a court or regulatory agency of proper jurisdiction, all other terms, sections, provisions or other parts of this Agreement shall not be affected thereby but shall remain in force and effect unless a court or regulatory agency holds that the provisions are not separable from all other provisions of this Agreement.”

58. The following shall be added as a new Section 10.21: “Commodity Trade Option Representation. As of the date of any Option Transaction:
a. The party that is the offeror represents and warrants to the other party that such offeror party: (a) is an “eligible contract participant” as defined in Section 1a(18) of the Commodity Exchange Act, as amended; or (b) (i) is a producer, processor, commercial user of, or a merchant handling, the commodity that is the subject of the transaction, or the products or byproducts thereof; and (ii) is offering or entering into the transaction solely for purposes related to its business as such.

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Attachment 2
Execution Version
20 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association b. The party that is the offeree represents and warrants to the other party that such offeree is: (a) a producer, processor, commercial user of, or a merchant handling, the Commodity that is the subject of the transaction, or the products or byproducts thereof; and (b) entering into the transaction solely for purposes related to its business as such;
c. Each party represents and warrants to the other party that such Option Transaction, if exercised, is intended to be physically settled and would result in the sale of the specified nonfinancial commodity for immediate or deferred shipment or delivery.

For purposes hereof:
“Commodity” means, in respect of a Transaction, the commodity specified in the relevant Confirmation or in the relevant commodity reference price specified in the relevant Confirmation. “Commodity Option Buyer” means, in respect of an Option, the party specified as such in the related Confirmation.
“Commodity Option Seller” means, in respect of an Option, the party specified as such in the related Confirmation.
“Option” means any Transaction that is identified in the related Confirmation as an Option and provides for the grant by Commodity Option Seller to Commodity Option Buyer of the right, but not the obligation, to cause Commodity Option Seller to deliver to the Commodity Option Buyer the non-financial commodity that is the subject of the Option on the Settlement Date. “Option Transaction” means any Transaction involving an Option.” SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM. Schedule M is hereby deleted in its entirety and replaced with the following:

59. The Parties agree to add the following definitions to Article One: “Act” means the Joint Exercise of Powers Act of California (Government Code Section 6500 et seq.). “Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof.

60. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One:
“If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity.”

61. The Parties agree to add the following sections to Article Three:
“Section 3.4 Party B ’s Deliveries. Upon request by Party A, Party B shall provide Party A (a) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Party B of this Master Agreement, and (b) certificate providing the incumbency and signatures of the signatories of Party B DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
21 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association executing this Master Agreement and any Confirmations executed in connection herewith, and setting forth the name and signatures of employees of Party B with authority to act on behalf of Party B.

Section 3.5 No Immunity Claim. Party B warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to this Master Agreement or any credit support provided with respect to this Master Agreement or the Collateral Annex from (a) suit, (b) jurisdiction of court (provided such court is located with a venue permitted under the Agreement), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment; provided, however, that nothing in this Agreement shall waive the obligations and/or rights set forth in the California Government Claims Act (Government Code Section 810 et seq.).” 62. The Parties agree to add the following representations and warranties to Section 10.2:
“Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System obligations hereunder and under each Transaction or (c) to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets.” DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 2
Execution Version
22 Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association

63. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law:
“NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF CALIFORNIA SHALL APPLY.” SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS. 64. The Parties agree to add the following definitions to Schedule P: “CAISO Energy” means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the California Independent System Operator (“CAISO”) Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the CAISO Tariff, as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” as defined in the CAISO Tariff. “West Firm” or “WSPPC-Firm” means with respect to a Transaction, a Product defined by the WSPP Agreement as amended, in Service Schedule C as Firm Capacity/Energy Sale or Exchange Service. “WSPP Agreement” means the WSPP as amended from time to time.

65. The Parties agree to add the following new Section 7 to Schedule P: “Other Products and Service Levels: The Parties may agree to use a product/service level defined by a different agreement (e.g., the WSPP Agreement, the California Independent System Operator Tariff, etc.) for a particular Transaction. Unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply to any such Transaction, the Transaction shall be subject to all the terms of this Agreement, except that (1) all service level/product definitions; (2) the regional reliability requirements and guidelines; and (3) Force Majeure/Uncontrollable Force definitions shall have the meaning ascribed to them in the different agreement in effect on the date the Transaction was entered into. Provided, however, with respect to Transactions subject to the WSPP Agreement, the methodology for calculating the payments for failure to deliver or receive, under Sections 4.1 and 4.2 hereto, shall be in accordance with Section 21.3 of the WSPP Agreement; provided further, that the “Accelerated Payment of Damages” addressed in Sections 4.1 and 4.2 hereto shall continue to apply to such payments if such election is made on the Cover Sheet.” The Parties may from time to time by notice to each other mutually agree to adopt product definitions, delivery point language and definitions, and conversion conventions, that are posted by the Edison Electric Institute to its website as optional language for the Master Power Purchase and Sale Agreement. [Signatures appear on the following page.]
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Attachment 2
Version 2.1 (modified 4/25/00)
©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the Effective Date.

CITADEL ENERGY MARKETING LLC, a
Delaware limited liability company
By: Citadel Advisors LLC, its Manager

SILICON VALLEY CLEAN ENERGY
AUTHORITY, a California joint powers
authority
By:

Name:

Title:

By:

Name:

Title:

DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected.
perSheppardMullin
VT
DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 AuthorizedSignatory
ShellaneMulcahy
Item 1f
Attachment 2
x DocuSigned by:
5F5FU[J3TCBE54'24“
Execution Version
1 PARAGRAPH 10
to the

COLLATERAL ANNEX
to the

EEI MASTER POWER PURCHASE AND SALE AGREEMENT

CREDIT ELECTIONS COVER SHEET
Between
Citadel Energy Marketing LLC (“Party A”)
and
Silicon Valley Clean Energy Authority (“Party B”)
Paragraph 10. Elections and Variables
I. Collateral Threshold.

A. Party A Collateral Threshold.
 The “Threshold Amount” means the lesser of (a) the amount of any guaranty of Party A’s obligations under this Agreement provided to Party B by Party A’s Guarantors and (b) the amount set forth under the heading “Party A Collateral Threshold” opposite the lowest Credit Rating assigned by S&P to any Party A Guarantor; provided, that if the amounts in sub-clause (a) and (b) above are the same, Party A’s Threshold shall be such amount; provided, however, notwithstanding the foregoing, Party A’s Threshold Amount shall be zero ($0.00) if either (x) on the relevant date of determination, any Party A Guarantor does not have a Credit Rating from S&P or (y) an Event of Default with respect to Party A has occurred and is continuing.

Party A
Collateral Threshold
S&P
Credit Rating
(a) The amount (the “Threshold Amount”) set forth below under the heading “Party A Collateral Threshold” opposite the Credit Rating for [Party A][Party A’s Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party A][its Guarantor] does not have a Credit Rating from the rating agency specified below or an Event of Default or a Potential Event of Default with respect to Party A has occurred and is continuing; provided, however, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 3
2 Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand.

Party A
Collateral Threshold Credit Rating
$__________ _______ (or above)
$__________ _______
$__________ _______
$__________ _______
$__________ Below _______
“Threshold Amount” means (a) The lesser of (i) the amount of the Guaranty Agreement provided to Party B by Party A’s Guarantor and (ii) the amount (the “Threshold Amount”) set forth below under the heading “Party A Collateral Threshold” opposite the Credit Rating for Party A’s Guarantor on the relevant date of determination, and if Party A’s Guarantor Credit Ratings shall not be equivalent, the lower Credit Rating shall govern or (b) zero if on the relevant date of determination Party A’s Guarantor does not have a Credit Rating from the rating agency specified below or an Event of Default with respect to Party A has occurred and is continuing; provided, however, in the event that, and on the date that, Party A cures the Potential Event of Default on or prior to the date that Party A is required to post Performance Assurance to Party B pursuant to a demand made by Party B pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party A shall automatically increase from zero to the Threshold Amount and (ii) Party A shall be relieved of its obligation to post Performance Assurance pursuant to such demand.

Party A
Collateral Threshold Credit Rating
$ __________ _______ (or above)
$ __________ _______
$ __________ _______
$ __________ _______
$ __________ Below _______
The amount of the Guaranty Agreement dated _____ from _____, as amended from time to time but in no event shall Party A’s Collateral Threshold be greater than $______. Other:

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Attachment 3
3 B. Party B Collateral Threshold.
$[____] (the “Threshold Amount”); provided, however, that, notwithstanding the foregoing, the Collateral Threshold for Party B shall be zero upon the occurrence and during the continuance of an Event of Default with respect to Party B or upon the existence of any Downgrade Event with respect to Party B as defined and specified in any Confirmation under this Agreement.
(a) The amount (the “Threshold Amount”) set forth below under the heading “Party B Collateral Threshold” opposite the Credit Rating for [Party B][Party B’s Guarantor] on the relevant date of determination, or (b) zero if on the relevant date of determination [Party B][its Guarantor] does not have a Credit Rating from the rating agency specified below or an Event of Default or a Potential Event of Default with respect to Party B has occurred and is continuing; provided, however, in the event that, and on the date that, Party B cures the Potential Event of Default on or prior to the date that Party B is required to post Performance Assurance to Party A pursuant to a demand made by Party A pursuant to the provisions of the Collateral Annex on or after the occurrence of such Potential Event of Default, (i) the Collateral Threshold for Party B shall automatically increase from zero to the Threshold Amount and (ii) Party B shall be relieved of its obligation to post Performance Assurance pursuant to such demand:

Party B
Collateral Threshold Credit Rating
$__________ _______ (or above)
$__________ _______
$__________ _______
$__________ _______
$__________ Below _______
 The lesser of: (a) the amount (the “Threshold Amount”) set forth below under the heading “Party B Collateral Threshold” opposite the Credit Rating from the rating agency specified below for Party B on the relevant date of determination, or (b) zero if on the relevant date of determination Party B does not have a Credit Rating from the rating agency specified below or an Event of Default with respect to Party B has occurred and is continuing.

Party B
Collateral Threshold S&P Credit Rating
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Attachment 3
4 The amount of the Guaranty Agreement dated _____ from _____, as amended from time to time but in no event shall Party B’s Collateral Threshold be greater than $______. Other – see attached threshold terms
II. Eligible Collateral and Valuation Percentage.

The following items will qualify as “Eligible Collateral” for the Party specified:

Party A Party B Valuation Percentage
(A) Cash [X] [X] 100%
(B) Letters of
Credit
[X] [X] 100% unless a Letter of Credit Default
shall have occurred and be continuing with
respect to such Letter of Credit in which
case the Valuation Percentage shall be zero
(0).
(C) Other [ ] [ ] ________%
III. Independent Amount.

A. Party A Independent Amount.

Party A shall have a Fixed Independent Amount of $0 (zero). If the Fixed Independent Amount option is selected for Party A, then Party A (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party B (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party A’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.

Party A shall have a Full Floating Independent Amount of $______________. If the Full Floating Independent Amount option is selected for Party A, then for purposes of calculating Party A’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party A shall be added by Party B to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.

Party A shall have a Partial Floating Independent Amount of $______________.

If the Partial Floating Independent Amount option is selected for Party A, then Party A will be required to Transfer or cause to be Transferred to Party B Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 3
5 time Party A otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced so long as Party A has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.
 Not Applicable
B. Party B Independent Amount.

Party B shall have a Fixed Independent Amount of $0 (zero). If the Fixed Independent Amount Option is selected for Party B, then Party B (which shall be a Pledging Party with respect to the Fixed IA Performance Assurance) will be required to Transfer or cause to be Transferred to Party A (which shall be a Secured Party with respect to the Fixed IA Performance Assurance) Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Fixed IA Performance Assurance”). The Fixed IA Performance Assurance shall not be reduced for so long as there are any outstanding obligations between the Parties as a result of the Agreement, and shall not be taken into account when calculating Party B’s Collateral Requirement pursuant to the Collateral Annex. Except as expressly set forth above, the Fixed IA Performance Assurance shall be held and maintained in accordance with, and otherwise be subject to, Paragraphs 2, 5(b), 5(c), 6, 7 and 9 of the Collateral Annex.

Party B shall have a Full Floating Independent Amount of $______________. If the Full Floating Independent Amount Option is selected for Party B then for purposes of calculating Party B’s Collateral Requirement pursuant to Paragraph 3 of the Collateral Annex, such Full Floating Independent Amount for Party B shall be added by Party A to its Exposure Amount for purposes of determining Net Exposure pursuant to Paragraph 3(a) of the Collateral Annex.

Party B shall have a Partial Floating Independent Amount of $______________.

If the Partial Floating Independent Amount option is selected for Party B, then Party B will be required to Transfer or cause to be Transferred to Party A Performance Assurance with a Collateral Value equal to the amount of such Independent Amount (the “Partial Floating IA Performance Assurance”) if at any time Party B otherwise has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount) pursuant to Paragraph 3 of the Collateral Annex. The Partial Floating IA Performance Assurance shall not be reduced for so long as Party B has a Collateral Requirement (not taking into consideration the Partial Floating Independent Amount). The Partial Floating Independent Amount shall not be taken into account when calculating a Party’s Collateral Requirements pursuant to the Collateral Annex. Except as expressly set forth above, the Partial Floating Independent Amount shall be held and maintained in accordance with, and otherwise be subject to, the Collateral Annex.
 Not Applicable
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Attachment 3
6 IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount: $ 100,000
B. Party B Minimum Transfer Amount: $ 100,000
provided that, in each case, (i) if the Party is a Defaulting Party at the time, its Minimum Transfer Amount will be zero, (ii) if a Secured Party is holding an amount of Performance Assurance at the time, the Secured Party’s Collateral Requirement is, or is deemed to be, zero at the time, and, but for its Minimum Transfer Amount, the Secured Party would be required to make a Transfer under Paragraph 4, the Minimum Transfer Amount for the Secured Party will be zero, and (iii) if no Transactions are outstanding, then the Minimum Transfer Amount for both Parties will be zero.

V. Rounding Amount.

A. Party A Rounding Amount: $ 10,000
B. Party B Rounding Amount: $ 10,000
VI. Administration of Cash Collateral.

A. Party A Eligibility to Hold Cash.

Party A shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex.

Party A shall pay to Party B in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party B.
 Party A or Party A’s Custodian shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default; (2) Party A’s Custodian, if any, is a Qualified Institution; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as selected below:

Party A Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

Other - zero percent (0.00%)
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Attachment 3
7 B. Party B Eligibility to Hold Cash.

Party B shall not be entitled to hold Performance Assurance in the form of Cash.

Performance Assurance in the form of Cash shall be held in a Qualified Institution in accordance with the provisions of Paragraph 6(a)(ii)(B) of the Collateral Annex.

Party B shall pay to Party A in accordance with the terms of the Collateral Annex the amount of interest it receives from the Qualified Institution on any Performance Assurance in the form of Cash posted by Party A.
 Party B or Party B’s Custodian shall be entitled to hold Performance Assurance in the form of Cash provided that the following conditions are satisfied: (1) it is not subject to an Event of Default; (2) Party B’s Custodian, if any, is a Qualified Institution; and (3) Cash shall be held only in any jurisdiction within the United States. To the extent Party B is entitled to hold Cash, the Interest Rate payable to Party A on Cash shall be as selected below:

Party B Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System.

Other - zero percent (0.00%)
VII. Notification Time.
 Other - 10:00 a.m. Pacific Prevailing Time on a Local Business Day VIII. Demands and Notices.

All demands, specifications and notices to Party A under this Collateral Annex will be made to:

Citadel Energy Marketing LLC
c/o Citadel Americas LLC
Southeast Financial Center
200 S. Biscayne Blvd., Suite 3300
Miami, FL 33131
Attn.: Collateral Management
Telephone No.:

Email:

Posted Collateral for Transfer to Party A in the form of Letters of Credit as well as amendments thereto shall be delivered to the address above, attention: Treasury/Credit.

All demands, specifications and notices to Party B under this Collateral Annex will be as set forth on the Cover Sheet to the Master Agreement.

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Attachment 3
8 IX. General.

Amendment to Introductory Paragraph: (i) The first paragraph of the introduction shall be amended to read as follows:
“This Collateral Annex, together with the Paragraph 10 Cover Sheet, (the “Collateral Annex”) supplements, forms a part of, and is subject to the EEI Master Power Purchase and Sale Agreement dated as of May 22, 2023 between Citadel Energy Marketing LLC (“Party A”) and Silicon Valley Clean Energy Authority, a California joint powers authority (“Party B”), including the Cover Sheet and any other annexes thereto (as amended and supplemented from time to time, the “Agreement”). Capitalized terms used in this Collateral Annex but not defined herein shall have the meanings given to such terms in the Agreement.”
Amendments to Definitions:
(i) The definition of “Credit Rating” is amended and restated in its entirety as follows:
““Credit Rating” shall mean, with respect to an entity on any date of determination, the respective rating then assigned to its unsecured and senior, long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P or Moody’s.” (ii) “Credit Rating Event” shall be amended by replacing “6(a)(iii)” with “6(a)(ii)”. (iii) “Downgraded Party” shall be amended by replacing “6(a)(i)” with “6(a)(ii)”. (iv) The definition of “Letter of Credit” shall be deleted from both the Master Agreement, as amended by the Cover Sheet thereto, and the Collateral Annex and replaced with the following:
“Letter(s) of Credit” shall mean an irrevocable, standby Letter of Credit, issued by an issuer or confirming entity, as applicable, that is a Qualified Institution, substantially in the form attached hereto as Schedule 1 to this Paragraph 10 to the Collateral Annex or in such other form as may be reasonably acceptable to the beneficiary thereof, in each case, with such changes to the terms in that form as the issuing bank may require and as may be reasonably acceptable to the beneficiary thereof.”
(v) “Letter of Credit Default” shall be amended as follows:
a. Clause (a) shall be deleted and replaced with the following phrase: “(a) the issuer of such Letter of Credit shall fail to be a Qualified Institution”; and b. A new clause (f) shall be added after the existing clause (e) and immediately before the phrase “provided, however” as follows:
“(f) the Pledgor fails to extend or replace such Letter of Credit at least twenty (20) Local Business Days prior to its expiration.”
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Attachment 3
9 c. The following is added after the last sentence:
“Notwithstanding the foregoing, references to the “issuer” in this definition shall mean, for each Letter of Credit that was confirmed by a Qualified Institution, the confirming entity.”
(vi) “Local Business Day” shall be amended by replacing the word “day” with “Business Day”. (vii) “Notification Time” shall be amended by replacing “11:00, New York time” with “10:00 a.m. Pacific Prevailing Time on a Local Business Day.”
(viii) “Performance Assurance” shall be amended by replacing “6(a)(iv)” with “6(a)(iii)”. (ix) “Qualified Institution” shall be amended to read as follows:
““Qualified Institution” means a commercial bank or trust company organized under the laws of the United States or a political subdivision thereof, with a Credit Rating of at least (a) “A-” by S&P or “A3” by Moody’s, and (b) having assets of at least TEN BILLION AND 00/100 DOLLARS ($10,000,000,000.00).”
(x) “Reference Market-maker” is amended by adding “which is not an Affiliate of either Party” after the words “leading dealer” in the first line thereof. (xi) “Secured Party” shall be amended by replacing “3(b)” with “3(a)”.

Amendments to Paragraph 4:
(i) The second to last sentence of Paragraph 4, “Delivery of Performance Assurance”, shall be amended to read as follows: “Unless otherwise agreed in writing by the Parties, (i) Performance Assurance demanded of a Pledging Party on or before the Notification Time on a Local Business Day shall be provided by not later than the close of business on the fourth Local Business Day; and (ii) Performance Assurance demanded of a Pledging Party after the Notification Time on a Local Business Day shall be provided by not later than the close of business on the fifth Local Business Day.” (ii) The following is added after the last sentence of Paragraph 4:
“Notwithstanding any other provision in this Master Agreement to the contrary, no full or partial failure to exercise and no delay in exercising, on the part of Party A (or its Custodian) or Party B (or its Custodian), any right, remedy, power or privilege permitted with respect to transfer timing (or any other deadline) pursuant to Paragraph 4, as modified herein, regardless of the frequency or constancy of such failure or delay, shall operate in any way as a waiver thereof by such Party.”
Amendments to Paragraph 5:
(i) Paragraph 5(a) shall be amended by inserting “so long as the amount of the requested reduction is equal to or greater than the Minimum Transfer Amount” after “the Pledging Party for the benefit of the Secured Party” in the third line thereof.

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Attachment 3
10 (ii) Paragraph 5(a) shall be further amended by deleting “before the Notification Time on a Business Day” and replacing it with “before the Notification Time on a Local Business Day”.

Amendments to Paragraph 6:
(i) Paragraph 6(a)(ii)(A) shall be amended by inserting “(other than subparagraph (B) below)” after “the provisions of this Paragraph 6(a)(ii)” in the first line thereof. (ii) Paragraph 6(a)(ii)(B) shall be amended by deleting “to perfect the security interest of the Non-Downgraded Party” and replacing it with “to perfect the security interest of the Downgraded Party”.
(iii) Paragraphs 6(b)(iii) and 6(b)(iv) are deleted and replaced in their entirety as follows:
“(iii) Upon the occurrence of a Letter of Credit Default, the Pledging Party agrees to Transfer to the Secured Party either a substitute Letter of Credit or other Eligible Collateral, in each case on or before the first (1st) Local Business Day after the occurrence thereof (or the second (2nd) Local Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies).
(iv) Notwithstanding anything herein to the contrary, (A) upon or at any time after the occurrence and during the continuation of an Event of Default with respect to the Pledging Party or (B) if an Early Termination Date has occurred or been designated and there exist any unsatisfied payment Obligations, then the Secured Party may draw on any outstanding Letter of Credit in an amount (up to the face amount for which the Letter of Credit has been issued) that is equal to all amounts that are due and owing from the Pledging Party but have not been paid to the Secured Party within the time allowed for such payments under this Agreement (including any related notice or grace period or both). If a Letter of Credit Default exists with respect to any Letter of Credit provided by or on behalf of the Pledging Party, then the Secured Party may draw on the Letter of Credit subject to such Letter of Credit Default in an amount equal to the entire, undrawn portion of such Letter of Credit.

Draws on outstanding Letters of Credit shall be made upon submission to the bank issuing such Letter(s) of Credit of one or more certificates specifying the amounts due and owing to the Secured Party in accordance with the specific requirements of the Letter of Credit.

Cash proceeds received from drawing upon any Letter of Credit shall be deemed Performance Assurance as security for the Pledging Party’s obligations to the Secured Party and the Secured Party shall have the rights and remedies set forth in Paragraph 7 with respect to such cash proceeds. Notwithstanding the Secured Party’s receipt of Cash proceeds of a drawing under the Letter of Credit, the Pledging Party shall remain liable (y) for any failure to Transfer sufficient Performance Assurance or (z) for any amounts owing to the Secured Party and remaining unpaid after the application of the amounts so drawn by the Secured Party.”
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Attachment 3
11 Amendments to Paragraph 7:
(i) Paragraph 7(a) is amended as follows:
a. deleting the phrase “(i) an Event of Default with respect to the Pledging Party has occurred and is continuing or” in lines one and two thereof and by deleting the phrase “(i) an Event of Default with respect to the Pledging Party has occurred and is continuing, or” in lines six and seven thereof;
b. in line 7, by replacing the words “is deemed to occur” with “has been designated”; and
c. by adding the words “in the form of Cash” after the phrase “the right to set off any Performance Assurance” in clause (ii) thereof.
(ii) Paragraph 7(b) shall be amended by deleting it in its entirety and inserting the words “Intentionally Omitted.” (iii) Paragraph 7(d) is amended and restated in its entirety as follows (with deleted text crossed-out (e.g., crossed-out) and added text double underlined (e.g., double underlined) for illustrative purposes only):
(d) In addition to the provisions of Paragraph 7(a), if at any time (i) an Event of Default with respect to the Secured Party has occurred and is continuing or (ii) an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Secured Party (other than an Early Termination Date relating to less than all Transactions where the Secured Party has paid in full all of its obligations that are then due under the Agreement), then:
(1) the Secured Party will be obligated immediately to Transfer all Performance Assurance (including other than any Letter of Credit) and the Interest Amount, if any, to the Pledging Party; and
(2) the Pledging Party may do any one or more of the following: (x) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance (other than any Letter of Credit), including any such rights and remedies under law then in effect; and (y) to the extent that the Performance Assurance (other than any Letter of Credit) or the Interest Amount is not Transferred to the Pledging Party as required in (1) above, setoff amounts payable to the Secured Party against the Performance Assurance (other than Letters of Credit) held by the Secured Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Pledging Party, up to the value of any remaining Performance Assurance (other than any Letter of Credit) held by the Secured Party, until the Performance Assurance is Transferred to the Pledging Party.; and (z) exercise rights and remedies available to the Pledging Party under the terms of any Letter of Credit; and
(3) the Secured Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Pledging Party for its benefit.

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Attachment 3
12 (iv) A new Paragraph 7(e) and a new Paragraph 7(f) are added as follows:
“(e) The Secured Party will transfer to the Pledging Party any proceeds and Performance Assurance remaining after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d) after satisfaction in full of all amounts payable by the Pledging Party with respect to any Obligations; the Pledging Party will in all events remain liable for any amounts unpaid after liquidation, set-off and/or application under Paragraphs 7(a) and 7(d).
(f) When no amounts are or thereafter may become payable by the Pledging Party with respect to any Obligations, the Secured Party will Transfer to the Pledging Party all Performance Assurance and the Interest Amount, if any.” Amendments to Paragraph 8:
(i) Paragraphs 8(a) and 8(b) are both amended by adding after the third sentence of each paragraph the following sentence: “If the Parties are unable to obtain any quotations for the Secured Party’s Net Exposure, the Parties will appoint a mutually acceptable leading market participant in the relevant market to make such calculation and such expense will be shared equally by the Parties.”
(ii) Paragraph 8 is amended by inserting the following new subparagraph 8(c) at the end thereof:
“(c) Each quotation from a Reference Market-maker will be for an amount, if any, that would be paid to the Party requesting the quotation (expressed as a negative number) or by the Party requesting the quotation (expressed as a positive number) in consideration of an agreement between such Party (taking into account this Collateral Annex and the existence of any Guarantor with respect to the obligations of such Party) and the quoting Reference Market-maker to enter into a transaction that would have the effect of preserving for the Party requesting the quotation the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the Parties in respect of such Transaction or group of Transactions. The costs of retaining Reference Market-makers for the purposes of this Paragraph 8 shall be borne equally by the Secured Party and the Pledging Party. The determination made by such Reference Market-makers shall be binding and conclusive on the Parties absent manifest error.” Amendments to Paragraph 10:
(i) Paragraph 10 shall be amended by inserting the following new subparagraph 10(VI)(C) at the end thereof:
“In lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Performance Assurance in the form of Cash (all of which may be retained by the Pledging Party and shall not be considered Performance Assurance):
(x) if the Interest Amount for an Interest Period is a positive number, upon request of the Pledging Party, the Secured Party will transfer to the Pledging Party such Interest Amount by the fifth Business Day after the end of such Interest Period, to the extent that a Collateral DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 3
13 Requirement as calculated by the Pledging Party would not be created or increased by that Transfer; any Interest Amount or portion thereof not transferred pursuant to this subsection (x) of this Paragraph will constitute Performance Assurance in the form of Cash and will be subject to the security interest granted under Paragraph 2 to the Collateral Annex.” (ii) Schedule 1 to the Collateral Annex is deleted in its entirety and replaced with the form of Letter of Credit attached as Schedule 1 to this Paragraph 10 to the Collateral Annex.

With respect to the Collateral Threshold, Independent Amount, Minimum Transfer Amount and Rounding Amount, if no selection is made in this Cover Sheet with respect to a Party, then the applicable amount in each case for such Party shall be zero (0). In addition, with respect to the “Administration of Cash Collateral” section of this Paragraph 10, if no selection is made with respect to a Party, then such Party shall not be entitled to hold Performance Assurance in the form of Cash and such Cash, if any, shall be held in a Qualified Institution pursuant to Paragraph 6(a)(ii)(B) of the Collateral Annex.

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14 IN WITNESS WHEREOF, the Parties have caused this Paragraph 10 to the Collateral Annex to be duly executed as of the Effective Date of the EEI Master Power Purchase and Sale Agreement between the Parties.

CITADEL ENERGY MARKETING LLC
By: Citadel Advisors LLC, its Manager

SILICON VALLEY CLEAN ENERGY

AUTHORITY
By: By:

Name: Name:

Title: Title:
perSheppardMullin
VT
DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 AuthorizedSignatory
ShellaneMulcahy
Item 1f
Attachment 3
f DocuSigned by:

K 5F5F0D31C8E5424...

Schedule 1 - 1
SCHEDULE 1

FORM OF LETTER OF CREDIT
[Issuing Bank Letterhead and Address]
IRREVOCABLE STANDBY LETTER OF CREDIT NO. [XXXXXXX]
Date: ____________________
Bank Ref.: ________________
Amount: US$[XXXXXXXX]
Expiration Date: ___________
Beneficiary:
[_________]
Ladies and Gentlemen:

By the order of __________ (“Applicant”), we, [insert bank name and address] (“Issuer”) hereby issue our Irrevocable Standby Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) in favor [insert Beneficiary name] (“Beneficiary”), for an amount not to exceed the aggregate sum of U.S. $[XXXXXX] (United States Dollars [XXXXX] and 00/100), pursuant to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of May 22, 2023 and as amended or otherwise modified from time to time between Applicant and Beneficiary (the “Master Agreement”). This Letter of Credit shall become effective immediately and shall expire on [insert date], or any expiration date extended in accordance with the terms hereof (the “Expiration Date”).

Funds under this Letter of Credit are available to Beneficiary by presentation on or before the Expiration Date of a dated statement purportedly signed by your duly authorized representative, in the form attached hereto as Exhibit A, referencing our Letter of Credit No. [XXXXXXX] (“Drawing Certificate”).

The Drawing Certificate may be presented by (a) U.S. mail, (b) overnight courier or (c) as a PDF attachment to an e-mail to [bank email address]. Transmittal by email shall be deemed delivered when received.

The original of this Letter of Credit (and all amendments, if any), or any copy thereof, is not required to be presented in connection with any presentment of a Drawing Certificate by Beneficiary hereunder in order to receive payment.

We hereby agree with the Beneficiary that all documents presented under and in compliance with the terms of this Letter of Credit, that such drafts will be duly honored upon presentation to the Issuer on or before the Expiration Date.

All payments made under this Letter of Credit shall be made with Issuer’s own immediately available funds by means of wire transfer in immediately available United States dollars to Beneficiary’s account as indicated by Beneficiary in its Drawing Certificate or in a communication accompanying its Drawing DocuSignEnvelopeID:B01CF7FB-661F-4A2B-B20E-9A57ABCF5CA1 Item 1f
Attachment 3
Schedule 1 - 2
Certificate.

Partial draws are permitted under this Letter of Credit, and this Letter of Credit shall remain in full force and effect with respect to any continuing balance.

It is a condition of this Letter of Credit that the Expiration Date shall be deemed automatically extended without an amendment for a one year period beginning on the present Expiration Date hereof and upon each anniversary for such date, unless at least one hundred twenty (120) days prior to any such Expiration Date we have sent to you written notice by overnight courier service that we elect not to extend this Letter of Credit, in which case it will expire on the date specified in such notice. No presentation made under this Letter of Credit after such Expiration Date will be honored.

Notwithstanding any reference in this Letter of Credit to any other documents, instruments or agreements, this Letter of Credit contains the entire agreement between Beneficiary and Issuer relating to the obligations of Issuer hereunder.
[This Letter of Credit is issued subject to the rules of the ‘International Standby Practices 1998’, International Chamber of Commerce Publication No. 590 (“ISP98”) and, as to matters not addressed by ISP98, shall be governed and construed in accordance with the laws of state of California.]1 Please address all correspondence regarding this Letter of Credit to the attention of the Letter of Credit Department at [insert bank address information], referring specifically to Issuer’s Letter of Credit No. [XXXXXXX]. For telephone assistance, please contact Issuer’s Standby Letter of Credit Department at [XXX-XXX-XXXX] and have this Letter of Credit available. [All notices to Beneficiary shall be in writing and are required to be sent by certified letter, overnight courier, or delivered in person to: [insert Beneficiary Notice Information]. Only notices to Beneficiary meeting the requirements of this paragraph shall be considered valid. Any notice to Beneficiary which is not in accordance with this paragraph shall be void and of no force or effect.]2 [Bank Name] ___________________________ [Insert officer name] [Insert officer title]
1 Bracketed language to be added if required by Issuer. 2 Bracketed language to be added if required by Issuer.

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Schedule 1 - 3

EXHIBIT A

DRAWING CERTIFICATE
(DRAW REQUEST SHOULD BE ON BENEFICIARY’S LETTERHEAD)
Drawing Certificate
[Insert Bank Name and Address]
The undersigned, a duly authorized representative of [insert Beneficiary name], as beneficiary (the “Beneficiary”) of the Irrevocable Letter of Credit No. [XXXXXXX] (the “Letter of Credit”) issued by [insert bank name] (the “Bank”) by order of __________ (the “Applicant”), hereby certifies to the Bank as follows:

1. Applicant and Beneficiary are party to that certain EEI Master Power Purchase and Sale Agreement, together with the Cover Sheet, the Collateral Annex and Paragraph 10 to the Collateral Annex dated as of May 22, 2023 and as amended or otherwise modified from time to time (the “Master Agreement”).

2. An Event of Default (as defined in the Master Agreement) has occurred and is continuing with respect to Applicant under the Master Agreement or an Early Termination Date has occurred or been designated. Wherefore, the undersigned does hereby demand payment in an amount equal to all amounts due and owing of $[_____].

OR
Beneficiary is making a drawing under this Letter of Credit in the amount of U.S. $___________, which equals the full available amount under the Letter of Credit, because Applicant is required to maintain the Letter of Credit in force and effect beyond the Expiration Date of the Letter of Credit but has failed to provide Beneficiary with a replacement Letter of Credit or other acceptable instrument within twenty (20) Local Business Days prior to such Expiration Date or a Letter of Credit Default (as defined in the Master Agreement) exists.

3. The undersigned is a duly authorized representative of [insert Beneficiary name] and is authorized to execute and deliver this Drawing Certificate on behalf of Beneficiary.

You are hereby directed to make payment of the requested amount to [insert Beneficiary name] by wire transfer in immediately available funds to the following account:
[specify account information]
[insert Beneficiary name] _____________________________________ [name and title of authorized representative] Date___________________________
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Silicon Valley Clean Energy Board of DirectorsJune 14, 2023

Silicon Valley Clean Energy Board of Directors
June 14, 2023