Agenda packet — Silicon Valley Clean Energy Board of Directors, September 13, 2023 (part 1 of 2)

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

George Tyson, Chair
Town of Los Altos Hills
Tina Walia, Vice Chair
City of Saratoga
Elliot Scozzola
City of Campbell
Sheila Mohan
City of Cupertino
Zach Hilton
City of Gilroy
Sally Meadows
City of Los Altos
Rob Rennie
Town of Los Gatos
Evelyn Chua
City of Milpitas
Bryan Mekechuk
City of Monte Sereno
Yvonne Martinez Beltran
City of Morgan Hill
Margaret Abe-Koga
City of Mountain View
Larry Klein
City of Sunnyvale
Otto Lee
County of Santa Clara
svcleanenergy.org
333 W El Camino Real
Suite 330
Sunnyvale, CA 94087
Silicon Valley Clean Energy Authority
Board of Directors Meeting
Wednesday, September 13, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

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

Morgan Hill, CA 95037
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/98073701644
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 980 7370 1644
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

SILICON VALLEY <3/ CLEAN ENERGY

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

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

Consent Calendar (Action)
1a) Approve Minutes of the August 9, 2023, Board of Directors Meeting 1b) Receive July 2023 Treasurer Report
1c) Approve Amendment No. 6 to Employment Agreement for Chief Executive Officer
1d) Adopt Salary Scale for Chief Executive Officer
1e) Adopt Resolution Establishing October 4, 2023 as Clean Air Day 1f) Authorize the Chief Executive Officer to Execute an Agreement for FY23- 24 with HBT Energy Management LLC for Power Resource Management Services
1g) Authorize the Chief Executive Officer to Execute an Agreement for FY23- 24 with Richards, Watson & Gershon for Legal Services
1h) Authorize the Chief Executive Officer to Execute Agreement with Maher Accountancy for Accountant Services
1i) SVCE 2022 Annual Power Source Disclosure Report Attestation 1j) Authorize the Chief Executive Officer to Execute a Second Amendment to the PCE Cost Share Agreement for Technical Support for the Reach Code Program
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
1k) Executive Committee Report
1l) California Community Power Report
1m) Additional Committee Reports
Regular Calendar
2) CEO Report (Discussion)
3) Update on Strategic Plan and Adopt FY24 SVCE Focus Areas (Action) 4) Adopt the FY 2023-24 Recommended Operating Budget and Updated Reserves Policy (Action)
Board Member Announcements and Direction on Future Agenda Items Public Comment on Closed Session
Closed Session

PUBLIC EMPLOYEE APPOINTMENT
Title: 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, August 9, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
Administrative Conference Room, Gilroy City Hall
7351 Rosanna St.

Gilroy, CA 95020
16870 Prospect Ave.

Thousand Island Park, NY 13692

DRAFT MEETING MINUTES
Call to Order:

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

Roll Call

Present:

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

Absent:

Bryan Mekechuk, Monte Sereno
Public Comment on Matters Not Listed on the Agenda
No speakers.

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.

Item 1a Draft Minutes: 8/9/23 SVCE BOD Meeting
SILICON VALLEY \3/ CLEAN ENERGY

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1a) Approve Minutes of the June 14, 2023, Board of Directors Meeting 1b) Approve Minutes of the June 14, 2023, Board of Directors Special Meeting 1c) Receive May and June 2023 Treasurer Report
1d) Ratify Broker Transaction Expenses for Past Commodity Purchases 1e) Adopt Resolution to Approve the Amended Energy Risk Management Policy 1f) Authorize the Chief Executive Officer to Modify Agreement with Power MC LLC 1g) Adopt Resolution Authorizing the Chief Executive Officer to Amend Master Agreement with Direct Energy Business Marketing, LLC (“DEBM”)
1h) Receive Q2 2023 Decarbonization Programs Update
1i) Executive Committee Report
1j) Finance and Administration Committee Report
1k) California Community Power Report
1l) Legislative Response to Industry Transition 2023 Ad Hoc Committee Report 1m) Audit Committee Report
MOTION: Vice Chair Walia moved and Director Lee seconded the motion to approve the Consent Calendar, Items 1a through 1m.

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

Regular Calendar
2) CEO Report (Discussion)
CEO Girish Balachandran’s report included the following:
1) Announcement of staff’s all-hands retreat at the SVCE office on Thursday, followed by Friday at the Milpitas Community Center;
2) Introduction of SVCE’s newest Associate Data Scientist, Colleen McCamy, who provided brief welcome comments;
3) Announcement of promotions of the following staff:
a. Bena Chang, Director of Government and Legislative Affairs, b. Pamela Leonard, Deputy Director of Marketing and Communications, and c. Nik Zanotto, Senior Manager of IT and Administrative Services 4) An informational presentation from Justin Zagunis, Director of Decarbonization Programs and Policy, regarding where to find information on SVCE’s programs and upcoming enhancements to sharing that information.
5) An update from Jessica Cornejo, Senior Programs Specialist, on SVCE’s Contractor Training Program, which included two video testimonials from contractors who participated in the course.

CEO Balachandran noted staff would be preparing a future workshop focused on SVCE’s programs.

Staff responded to board member questions regarding contractor training participants, and past feedback on the process for SVCE’s FutureFit Homes program rebates; Director Chua requested information on contractors from the City of Milpitas.

A question was posed on if Board Members could participate in SVCE’s FutureFit Homes program rebates; staff noted they would follow up and confirm.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Item 1a Draft Minutes: 8/9/23 SVCE BOD Meeting

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3) Authorize the Chief Executive Officer to Execute a 15-Year Power Purchase Agreement with Grace Orchard Solar II, LLC for Renewable Solar PV Supply (PCC1) and a 15-Year Energy Storage Service Agreement with Yellow Pine Solar III, LLC for Energy Storage, in Substantial Form and Any Necessary Ancillary Agreements and Documents (Action) Monica Padilla, COO and Director of Power Resources, and Zak Liske, Senior Manager of Power Operations, presented the item with a request to the Board of Directors to authorize the CEO to execute two separate NextEra agreements for the procurement of renewable solar energy and standalone storage capacity in substantial form, and any necessary ancillary agreements and documents as follows:

1. Grace Orchard Solar II, LLC, Power Purchase Agreement (PPA) (“Grace Solar”) a. 120 MW or approximately 331,000 MWh per year of Renewable Portfolio Standard (RPS) Portfolio Category Content One (“PCC1”) eligible resources b. 15-Year term PPA with expected commercial operation date (COD) and term from July 1, 2027, through June 30, 2042.
c. Total amount not-to-exceed $286,000,000.

2. Yellow Pine Solar III, LLC, Energy Storage Service Agreement (ESSA) (“YP3 BESS”) a. 115 to 120 MW, four-hour standalone battery energy storage system (BESS). b. 15-year deliver term with expected COD and term of August 1, 2025, through July 31, 2040.
c. Dollar authority not to exceed $420,000,000.

The presentation included information on the progress made towards meeting SVCE’s long-term clean energy goals, a summary of the Fall 2022 request for proposals (RFP), and information on both projects and how they would increase clean energy and capacity.

Staff responded to board member questions regarding the RFP responses received, if SVCE engages in joint procurement efforts, and renewable portfolio standard resources.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Director Abe-Koga moved and Vice Chair Walia seconded the motion to authorize the CEO to execute the 15-year Power Purchase Agreement with Grace Orchard Solar II, LLC and the 15-year Energy Storage Service Agreement with Yellow Pine Solar III, LLC.

The motion carried by verbal roll call vote with Director Mekechuk absent. 4) Provide Feedback on the FY 2023-24 Proposed Operating Budget and Updated Reserves Policy (Discussion)
Amrit Singh, CFO and Director of Administrative Services, provided a presentation on the FY 23-24 proposed operating budget and revised reserves policy for feedback. The main areas of discussion in the presentation were to review key highlights, review the proposed budget forecast, review revenue forecast uncertainty, power supply cost comparison to the FY23 mid-year budget, other operating expenses, and a review of the proposed update to reserve targets to increase the target days cash on hand from 285 to 300.

Staff responded to board member questions regarding the proposed current customer discount rate, the increase in days cash on hand to 300, the potential of purchasing an office building in the future, current investment strategy, and PG&E’s rates.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

Item 1a Draft Minutes: 8/9/23 SVCE BOD Meeting

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Board Member Announcements and Future Agenda Items
Director Meadows announced the City of Los Altos and SVCE published a joint press release on the Community Resilience Grant award to implement the “cool pavement” coating pilot project in Los Altos.

Director Rennie announced the Fire Safe Council will be having a fundraising event on October 10, 2023 at the Mountain Winery.

Public Comment on Closed Session
No speakers.

The Board of Directors convened to Closed Session at 8:35 p.m.

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
CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
(California Government Code Section 54956.9(d)(1))
Name of case: Central Coast Community Energy, a California joint powers authority; Silicon Valley Clean Energy Authority, a California joint powers authority v. Big Beau Solar, LLC, et al, Santa Clara County Superior Court Case No. 22CV398156
Report from Closed Session
Chair Tyson announced there was nothing to report from Closed Session.

Adjourn
Chair Tyson adjourned the meeting at 9:56 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: 8/9/23 SVCE BOD Meeting
1 TREASURER REPORT
Fiscal Year to Date
As of July 31, 2023
(Preliminary & Unaudited)
Issue Date: September 13, 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
©

SILICONVALLEY

CLEAN ENERGY

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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $5.2 million for the month of July and $105 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $317.7 M
> SVCE is investing ~95% of available funds generating FYTD interest/dividend income of $6.1 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 249.3 M
Total Interest/Div. Earned FYTD 6.0 M
Average Return On Investments** 5.0%
* Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ** Average annualized Yield for the current month

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
July 31, 2023
223.3 M
317.7 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) 169 178 180 176 186 197 206 216 225 230
0 50
100
150
200
250
300
350
400
450
500
Oct Nov Dec Jan Feb Mar Apr May June July
Days Cash on Hand (DCOH)
DCOH* Maximum Reserves Target Reserves Minimum Reserves $ 6,124.8 K
$ 91.5 K$ 111.4 K$ 172.9 K
$ 549.1 K $ 547.0 K
$ 744.9 K
$ 826.5 K
$ 960.8 K
$ 989.4 K
$ 1,131.4 K
$ 0 K
$ 750 K
$ 1,500 K
$ 2,250 K
$ 3,000 K
$ 3,750 K
$ 4,500 K
$ 5,250 K
$ 6,000 K
$ 0 K
$ 200 K
$ 400 K
$ 600 K
$ 800 K
$ 1,000 K
$ 1,200 K
$ 1,400 K
$ 1,600 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
*Includes investment income from SVCE Yield-bearing accounts plus interest on cash collateral *Adjusted to reflect Mid-year budget adjustments and additional program funding Item 1b
2

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Summary of Actual Results vs. Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $116.5 million or ~29% is above amended budget expectations of 26% operating margin for the fiscal year to date. > FYTD Power Supply costs are -8% below mid-year budget. > Retail GWh sales for the month and FYTD landed -7% and -1% below budget respectively.

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

Revenue 47.8 M 56.6 M -15.5% 396.3 M 409.7 M -3.3%
Power Supply Cost 42.4 M 36.3 M 16.9% 279.8 M 303.5 M -7.8% Operating Margin 5.4 M 20.4 M -73.3% 116.5 M 106.2 M 9.7% Operating Expenses (ex Power) 1.6 M 2.3 M -29.7% 16.5 M 23.0 M -28.4% Other Non-Op. Expen. (Income) -1.1 M -0.4 M 188.7% 116.5 M 106.2 M 9.7% Net Increase in Available Fund
Balance 5.0 M 18.5 M -73.1% 73.8 M 51.7 M 42.7%
Customer Load Statistics:

Total Accounts 277,993
Opt-Out Accounts (Month) 43
Opt-Out Accounts (FYTD) 783
Opt-Up Accounts (Month) (10)
Opt-Up Accounts (FYTD) (33)
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. -13% and -7% lower than budgeted customer load for June and July respectively.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
July 31, 2023
July Fiscal YTD
February, April & May- mainly reflects the below budget net power supply cost and savings in all categories of other operating expenses.

March - mainly reflects stronger revenues due to higher than anticipated customer load
June & July - lower than estimated customer load due to below historic-average temperatures.

Beginning Balance End Balance YTD Contributions YTD Expenditures $ - $ 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
$ 28,536,229 $ 47,552,814 $ 21,165,000 $ 2,148,415
$ 7,982,993 $ 8,490,158 $ 3,600,000 $ 3,092,835
Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects higher Interest Income
716 K 876 K 572 K
21,610 K
5,650 K
3,920 K
1,859 K
4,320 K
-4,583 K
-13,524 K
-18,000 K
-13,000 K
-8,000 K
-3,000 K
2,000 K
7,000 K
12,000 K
17,000 K
22,000 K
Oct Nov Dec Jan Feb Mar Apr May June July
Net Increase in Available Fund Balance
Comparing Actuals to Mid-Year Budget
250,207 250,476
27,507 27,517
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 May Jun Jul
Customer Accounts and Participation Rate
Res Accounts Com Accounts Customer Participation (Right Y-Axes) -12%
-9%
-6%
-3%
0%
3%
6%
9%
12%
-
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

93.6%
Personnel

2.6% Contract
Services

2.6%
G & A

0.9%
Depreciation

0.2%
YTD Operating Expenses
Item 1b
3 Current Assets
Cash & Cash Equivalents $ 286,825,874
Accounts Receivable, net of allowance 42,407,325
Accrued Revenue 33,556,334
Other Receivables 2,711,504
Prepaid Expenses 3,670,980
Deposits 26,905,218
Restricted cash 163,407
Total Current Assets 396,240,642
Noncurrent assets
Capital assets, net of depreciation 424,684
Lease asset, net of amortization 922,875
Deposits 45,130
Total Noncurrent Assets 1,392,689
Total Assets 397,633,331
Current Liabilities
Accounts Payable 1,230,523
Accrued Cost of Electricity 59,928,649
Other accrued liabilities 1,334,923
User Taxes and Energy Surcharges due to other gov'ts 1,267,182 Supplier securit deposits 8,051,250
Lease liability 504,133
Total Current Liabilities 72,316,660
Noncurrent Liabilities
Supplier security deposits 7,100,000
Lease liability 490,167
Total noncurrent liabilities 7,590,167
Total Liabilities 79,906,827
Net investment in capital assets 353,259
Restricted for security collateral 163,407
Unrestricted (deficit) 317,209,838
Total Net Position $ 317,726,504

NET POSITION

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of July 31, 2023
ASSETS

LIABILITIES
Item 1b
4 OPERATING REVENUES
Electricity Sales, Net $ 395,351,493
GreenPrime electricity premium 1,203,318
Liquidated damages 1,134,600
Other income 42,906
TOTAL OPERATING REVENUES 397,732,317

OPERATING EXPENSES
Cost of Electricity 279,803,127
Contract services 8,587,690
Staff compensation and benefits 7,910,997
Other operating expenses 2,690,999
Depreciation 514,753
TOTAL OPERATING EXPENSES 299,507,566
OPERATING INCOME(LOSS) 98,224,751

NONOPERATING REVENUES (EXPENSES)
Grant income 716,553
Interest Income 6,124,760
Financing costs (23,082)
TOTAL NONOPERATING REVENUES (EXPENSES) 6,818,231
CHANGE IN NET POSITION 105,042,982
Net Position at beginning of period 212,683,522
Net Position at end of period $317,726,504

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

AND CHANGES IN NET POSITION
Item 1b
5 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 408,322,727
Receipts from liquidated damages 1,134,600
Other operating receipts 27,541,496
Payments to suppliers for electricity (296,431,545)
Payments for other goods and services (12,087,593)
Payments for staff compensation and benefits (7,737,665) Tax and surcharge payments to other governments (7,141,977) Net cash provided (used) by operating activities 113,600,043

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Grant revenue received 716,553
Finance costs paid (1,915)
Net cash provided (used) by financing activities 714,638

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Acquisition of capital assets (180,441)

CASH FLOWS FROM INVESTING ACTIVITIES
Interest income received 5,019,268
Net change in cash and cash equivalents 119,153,508
Cash and cash equivalents at beginning of year 167,835,773 Cash and cash equivalents at end of period $ 286,989,281 Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) $ 286,825,874
Restricted cash 163,407
Cash and cash equivalents $ 286,989,281

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2022 through July 31, 2023
Item 1b
6 Operating Income (loss) 98,224,751 $
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 514,753
(Increase) decrease in net accounts receivable 13,255,896 (Increase) decrease in other receivables (1,524,298)
(Increase) decrease in accrued revenue (8,047,636)
(Increase) decrease in prepaid expenses (2,693,052)
(Increase) decrease in current deposits (6,339,896)
Increase (decrease) in accounts payable 222,715
Increase (decrease) in accrued cost of electricity 21,846,629 Increase (decrease) in accrued liabilities (180,162)
Increase (decrease) in energy settlements payable 2,027,158 Increase (decrease) in taxes and surcharges due to other governments (426,815) Increase (decrease) in supplier security deposits (3,280,000) Net cash provided (used) by operating activities $ 113,600,043

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 July 31, 2023
Item 1b
7 FYTD FYTD FY 2022-23 FY 2022-23 `
OPERATING REVENUES Actual Budget $ % Budget Remaining Budget Energy Sales -4% $522,853,000 $393,962,358 $408,763,328 -$14,800,970 $128,890,642 Green Prime Premium 1,203,318 894,271 $309,047 35% (148,318) 1,055,000 Liquidated damages 1,134,600 - $1,134,600 n/a - (1,134,600) Other Income 42,906 41,667 1,239 3% 50,000 7,094
TOTAL OPERATING REVENUES 396,343,182 409,699,266 (13,356,084) -3% 523,958,000 127,614,818

ENERGY EXPENSES
Power Supply 303,497,800 279,803,127 (23,694,673) -8% 392,436,000 112,632,873 Operating Margin 106,201,466 116,540,055 10,338,589 10% 131,522,000 14,981,945

OPERATING EXPENSES
Data Management 2,843,750 2,662,437 (181,313) -6% 750,563 3,413,000 PG&E Fees 982,666 1,225,000 (242,334) -20% 487,334 1,470,000 Salaries & Benefits 9,404,067 7,910,997 (1,493,070) -16% 3,374,003 11,285,000 Professional Services 6,726,038 2,581,626 (4,144,412) -62% 5,434,374 8,016,000 Marketing & Promotions 507,827 719,886 (212,059) -29% 354,173 862,000 Notifications 109,375 79,347 (30,028) -27% 51,653 131,000 Lease 431,985 437,500 (5,515) -1% 93,015 525,000
General & Administrative 1,547,613 1,318,249 (229,364) -15% 538,751 1,857,000 TOTAL OPERATING EXPENSES 23,013,229 16,475,134 (6,538,095) -28% 11,083,866 27,559,000 OPERATING INCOME/(LOSS) 83,188,237 100,064,921 16,876,684 20% 103,963,000 3,898,079

NON-OPERATING REVENUES
Investment Income 2,978,648 6,124,760 3,146,112 106% (2,254,760) 3,870,000 TOTAL NON-OPERATING REVENUES 2,978,648 6,124,760 3,146,112 106% (2,254,760) 3,870,000

NON-OPERATING EXPENSES
Financing 2,500 1,915 (585) -23% 1,085 3,000

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 180,442 166,667 13,775 8% 19,558 200,000 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 Transfer from CRCR Fund - customer bill relief - (2,105,688) (2,105,688) n/a 2,105,688 - TOTAL OTHER USES 34,431,667 32,339,754 (2,091,913) -6% 2,125,246 34,465,000

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $73,848,012 $22,115,294 $51,732,718 43% $73,365,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through July 31, 2023
Item 1b
8 ADOPTED ACTUAL/

BUDGET ADOPTED
REVENUE & OTHER SOURCES: BUDGET ACTUAL REMAINING BUDGET Transfers in - General Programs 9,765,000 $ $ - 100.0% 9,765,000 $ Transfers in - Nuclear Allocation 1,900,000 $ $ - 100.0% 1,900,000 $ 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* 2,148,415 15,007,082 12,858,667 14.3% Net increase (decrease) in fund balance $19,016,585 $ 6,157,918 Fund balance at beginning of period 28,536,229
Fund balance at end of period $47,552,814

ADOPTED ACTUAL/

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

Customer bill relief credit 2,105,688 3,600,000 1,494,312 58.5% Other program expenditures 987,147 3,119,875 2,132,728 31.6% Total Program expenditures 3,092,835 6,719,875 3,627,040 Net increase (decrease) in fund balance 2,612,853 $ (3,119,875) Fund balance at beginning of period 7,982,993
Fund balance at end of period $10,595,846

ADOPTED ACTUAL/

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

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

ELECTRIFICATION DISCOUNT FUND

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

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2022 through July 31, 2023
Item 1b
9 Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 73,848,012
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense (514,753)
Subract program expense not in operating budget (3,135,562) Add back GASB 87 expenses not in operating budget 399,843 Add back transfer to Program fund 34,265,000
Add back capital asset acquisition 180,442
Change in Net Position 105,042,982

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGET RECONCILIATION TO STATEMENT OF

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

OPERATING FUND
Item 1b
10 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 $ $ 33,407,866 $ 37,591,795 44,585,837 $ $ 48,413,010 $ 395,351,493$ Green electricity premium 123,147 133,572 130,539 120,693 101,229 127,670 107,631 116,789 131,297 110,751 1,203,318 Liquidated damages - - - - - - - - 1,134,600 - 1,134,600 Other Income 15,255 2,250 - 2,250 5,651 2,750 1,000 3,500 3,000 7,250 42,906 Total operating revenues 33,735,061 35,418,846 39,886,655 42,443,874 40,256,176 40,377,379 33,516,497 37,712,084 45,854,734 48,531,011 - - 397,732,317

OPERATING EXPENSES
Cost of electricity 21,819,493 23,218,378 35,364,953 35,834,118 26,012,142 25,276,392 20,879,201 20,825,057 28,176,368 42,397,025 279,803,127 Staff compensation and benefits 673,219 656,536 792,543 742,292 723,137 787,636 861,508 945,539 871,530 857,057 7,910,997 Data manager 265,687 265,853 265,535 265,615 266,006 266,325 266,110 266,680 267,286 267,340 2,662,437 Service fees - PG&E 98,200 98,021 98,152 98,182 98,159 98,157 98,346 98,412 98,359 98,678 982,666 Consultants and other professional fees 374,917 410,507 575,873 298,921 372,763 700,446 514,729 561,112 551,868 581,451 4,942,587 Other operating expenses 182,040 200,337 881,981 206,710 (17,169) 220,350 210,747 167,925 399,865 238,213 2,690,999 Depreciation 50,510 50,510 50,449 50,397 50,866 50,927 51,428 53,208 53,250 53,208 514,753 Total operating expenses 23,463,887 24,900,321 38,029,486 37,496,235 27,505,904 27,400,233 22,882,069 22,917,933 30,418,526 44,492,972 - - 299,507,566 Operating income (loss) 10,271,174 10,518,525 1,857,169 4,947,639 12,750,272 12,977,146 10,634,428 14,794,151 15,436,208 4,038,039 - - 98,224,751

NONOPERATING REVENUES (EXPENSES)
Grant income - - - 716,553 - - - - - - 716,553
Interest income 91,459 111,370 172,923 549,063 546,985 744,934 826,490 960,822 989,361 1,131,353 6,124,760 Financing costs (2,359) (2,428) (4,010) (2,251) (2,152) (2,083) (2,023) (2,078) (1,884) (1,814) (23,082) Total nonoperating revenues (expenses) 89,031 109,011 168,913 1,263,365 544,833 742,851 824,467 958,744 987,477 1,129,539 - - 6,818,231 CHANGE IN NET POSITION $ 10,607,556 10,380,185$ 2,026,082$ 6,211,004$ 13,295,105$ 13,719,997 $ 11,458,895 $ 15,752,895$ 16,423,685 $ 5,167,578 - $ - $ 105,042,982 $ $

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2022 through July 31, 2023
Item 1b
11 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 221,541,600$ 227,161,983$ 70,193,524$ 66,497,950$ 45,850,620$ 23,833,640$ 43,723,703$ 26,483,735$ 42,080,801 - 208,116,692 $ - $ $ California Asset Management Program (CAMP) - $ - - $ 140,486,848 $ $ 140,996,992$ 177,721,225$ 216,512,539$ 209,946,658$ 244,922,370$ 246,027,861 - $ - $ $ PFM Asset Management Investment Portfolio - $ - - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ $ Total Ending Balance $ 221,541,600$ 227,161,983$ 210,680,372$ 207,494,943$ 223,571,844$ 240,346,179$ 253,670,362$ 271,406,105$ 288,108,662 - 208,116,692 $ - $ $ 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% 2.85% 2.97% 3.06% California Asset Management Program (CAMP) 0.00% 0.00% 0.00% 4.53% 4.73% 4.80% 4.97% 5.16% 5.24% 5.31% PFM Asset Management Investment Portfolio 0.00% 0.00% 0.00% 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% 4.76% 5.02% 4.98% Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts 86,193 $ 139,716 67,811 $ 54,891 $ 36,841 $ 13,057 $ 24,386 $ 15,153 $ 13,649 $ 18,219 $ - $ - $ $ California Asset Management Program (CAMP) - $ - - $ 486,848 $ 510,145 $ 724,233 $ 791,314 $ 934,120 $ 975,711 $ 1,105,492 $ - $ - $ $ PFM Asset Management Investment Portfolio - $ - - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ $ Total Interest/Div. Earned 86,193 $ 139,716 67,811 $ 541,738 $ 546,985 $ 737,290 $ 815,701 $ 949,273 $ 989,361 $ 1,123,710 $ - $ - $ $ CAMP Portfolio Statistics
As of July 31, 2023
Beginning of the Month Market Value $ 244,922,370
Ending of The Month Market Value $ 246,027,861
Yield at Market 5.31% Weighted Average Maturity (days) 33

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2022 through July 31, 2023
Repurchase
Agreements,

37.5%
Certificates of
Deposit, 29.6%
Commercial
Paper, 32.0%
Money Market
Funds, 0.1%
Corporate
Notes, 0.9%
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
12 Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept YTD Retail Sales Actual (GWh) 307 311 341 341 311 334 287 306 297 333 3,168 Retail Sales Budget (GWh) 315 308 331 336 295 309 290 313 340 358 369 342 3,196 Load deviation from the Budget (Right Y-Axes) -2.5% 1.1% 3.1% 1.3% 5.3% 8.2% -1.1% -2.3% -12.7% -7.1% -0.9% Customer Participation Rate Res 96.4% 96.4% 96.4% 96.4% 96.3% 96.3% 96.3% 96.3% 96.3% 96.3% Customer Participation Rate Com 96.7% 96.7% 96.7% 96.7% 96.7% 96.7% 96.7% 96.7% 96.7% 96.7% Total Accounts 277,867 277,714 277,956 277,950 278,041 278,106 278,068 278,120 278,095 277,993 Opt-Out Accounts 74 62 99 126 137 69 77 54 42 43 783
Opt-Up Accounts -3 4 -6 -36 8 24 -7 -4 -3 -10 -33

0.10 35.00
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 7/31/2023) Date Amount
<30 days $43,325,157 High 11/29/2021 $7.99M
<60 days $2,017,173 Low 4/17/2020 $2.54M
<90 days $1,049,777 Current 7/31/2023 $6.9 M
<120 days $758,373
Older $3,092,741
July 2023 FYTD
Accounts Receivable Days
35 Days
$50,243,220

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
Bad Debt % (Actual)

0.28%

TOTAL DUE
Bad Debt % (Budget)

0.90%
• 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 22-'23 YTD
Total (L Axes) $308,552 $417,275 $415,187 $639,455 $885,995 $1,116,114 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.28%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $93,009 $-
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
$70,000
$80,000
$90,000
$100,000
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000 SVCE Write-offs By Fiscal Year
0 2000000
4000000
6000000
8000000
10000000
12000000
14000000
16000000 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Mar-23 Apr-23 May-23 Jun-23 Jul-23 >120 Days 31+ Days
Item 1b
13

Page 1 of 1 ends

Staff Report – Item 1c
Item 1c: Approve Amendment No. 6 to Employment Agreement for Chief Executive Officer To: Silicon Valley Clean Energy Board of Directors
Prepared by: Trisha Ortiz, General Counsel
Date: 9/13/2023

RECOMMENDATION
The CEO Employment Agreement Ad Hoc Committee recommends approving Amendment No. 6 to the Employment Agreement for Chief Executive Officer (“Agreement”).

BACKGROUND
Girish Balachandran was hired as the Chief Executive Officer (“CEO”) on February 19, 2018 pursuant to the Agreement. In 2018, 2019, 2020, 2021 and 2022, the Board approved Amendment Nos. 1, 2, 3, 4 and 5 to the Agreement providing for salary increases, changing the term of the Agreement and amending other provisions relating to the CEO evaluation process and certain Benefits. The Agreement terminates on September 30, 2023, and automatically renews for successive one-year terms. The 2023 performance evaluation of the CEO has been completed and an amendment to the Agreement is being proposed to extend the term of employment until March 31, 2024, the date on which the CEO has announced that he intends to retire.

ANALYSIS & DISCUSSION
Amendment No. 6 to the Agreement makes the following changes:
• Extends the term of the Agreement until March 31, 2024. • Provides a retention payment of $50,000, which is paid to the CEO on the first pay day after January 1, 2024, in return for the CEO staying with SVCEA until the March 31, 2024 termination date. • Provides for reimbursement of the CEO’s travel between his primary residence and SVCEA’s principal office, in connection with the CEO’s duties. The amount eligible for reimbursement will be based on a travel budget established by the Chair of the Governing Board. • Upon hiring a new CEO and at the election of the CEO and the Chair of the CEO search committee, provides for a “Transition Period” during which time SVCEA retains CEO solely as an advisor to the new CEO, through the March 31, 2024 termination date.

ATTACHMENTS

1. Amendment No. 6 to Employment Agreement for Chief Executive Officer Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT FOR

CHIEF EXECUTIVE OFFICER
The Employment Agreement, dated December 13, 2017, between the Silicon Valley Clean Energy Authority (SVCEA or Employer) and Girish Balachandran, an individual, (Employee) as amended by Amendment Nos. 1, 2, 3, 4, and 5 is further amended by this Amendment No. 6, as set forth herein, effective September 14, 2023.

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

B. In 2018, 2019, 2020, 2021, and 2022 the Board of Directors approved Amendment Nos. 1, 2, 3, 4, and 5, respectively, to the Agreement providing for salary increases, changing the term of the Agreement and amending other provisions relating to the CEO evaluation process and certain benefits.

C. The parties desire to further amend the Agreement with this Amendment No. 6 to provide an extension of the term of the Agreement, a salary increase, and certain other benefits related to the anticipated retirement of EMPLOYEE.

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

1. Section 4, titled “Term,” is amended and restated in its entirety to read as follows:
“Term. Unless earlier terminated as provided in this Agreement, the term of this Agreement shall expire on March 31, 2024 (the “Expiration Date”). a. Election for Limited Duties during Term. In the event that prior to the expiration date SVCEA hires a new CEO, with the full power and authority to perform all of the duties of EMPLOYEE, as set forth in this Agreement, SVCEA may elect to retain EMPLOYEE as an advisor to the new CEO, until the Expiration Date (the “Transition Period”) to promote an orderly transition of such duties to the new CEO. During the Transition Period, EMPLOYEE agrees: (i) not to report to work and to begin using accumulated PTO, (ii) not to exercise any of the duties set forth in this Agreement, and (iii) to be available for consultations with the new CEO, which time shall be considered as compensated in full through EMPLOYEE’s use of accumulated PTO. The election to utilize the Transition Period shall be made by EMPLOYEE and the Chair of the CEO search committee, who shall mutually agree to the election and the duration of the Transition Period. EMPLOYEE shall be entitled to receive such employment benefits during the Transition Period as EMPLOYEE would otherwise receive in the absence of SVCEA’s election to retain EMPLOYEE for the Transition Period through the Expiration Date.

Item 1c
Attachment 1
-2-
12955-0001\2858577v2.doc
b. Retention Payment. To reduce the risk of disruption to the organization in the event that EMPLOYEE voluntarily leaves the organization during the term of this Agreement, SVCEA agrees to pay EMPLOYEE a retention payment of Fifty Thousand dollars ($50,000), which shall be paid to EMPLOYEE on the first pay day after January 1, 2024. EMPLOYEE may elect to be paid through payroll, as a contribution to EMPLOYEE’s 457 Plan, as a contribution to EMPLOYEE’s 401k Plan, or any combination of the foregoing. The retention payment: (i) is subject to all required taxes and withholdings, (ii) is reportable as income on Employee’s W-2 form, (iii) is not considered “salary,” and (iv) does not change the nature of EMPLOYEE’s at will employment status. In the event EMPLOYEE voluntarily separates from employment prior to the Expiration Date, EMPLOYEE shall repay to SVCEA a pro-rated amount of the retention payment, based on the number of days from the separation date until March 31, 2024, as a percentage of the full retention period, which is October 1, 2023 through March 31, 2024. In the event EMPLOYEE refuses to or is unable to repay the retention payment, EMPLOYEE authorizes SVCEA to withhold an amount equal to the pro-rated repayment amount from any final compensation due and owing to EMPLOYEE at the time of separation. The election for a Transition Period shall not be considered a voluntary separation that requires the repayment obligation set forth in this paragraph.”

2. Section 8, titled “Expenses,” is amended by deleting the last sentence, as added by Amendment No. 4, and adding the following:
“EMPLOYEE shall be reimbursed for budgeted and reasonable expenses incurred for travel between his primary residence in Oceanside, California and SVCEA’s principal office, in connection with the exercise of EMPLOYEE’s duties under this Agreement.

For the purposes of this section, the SVCEA Chair of the Governing Board will meet with EMPLOYEE and establish a budget for the amount of travel expenses necessary for the performance of EMPLOYEE’s duties under this Agreement. Such budget may be changed from time to time as deemed necessary by the SVCEA Chair of the Governing Board.”

3. Except as expressly amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect.
[remainder of page intentionally left blank]
Item 1c
Attachment 1
-3-
12955-0001\2858577v2.doc
IN WITNESS WHEREOF, the parties have executed this Amendment No. 6.

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

Page 1 of 1 ends

Staff Report – Item 1d
Item 1d: Adopt Salary Scale for Chief Executive Officer To: Silicon Valley Clean Energy Board of Directors
Prepared by: Trisha Ortiz, General Counsel
Date: 9/13/2023

RECOMMENDATION
Adopt $325,000 to $450,000 as the salary scale for the CEO position.

BACKGROUND
In 2022, the California legislature adopted SB 1162, which requires greater transparency for salaries. Prior to SB 1162, all employers were required to provide to an applicant the pay scale for a position upon request and after the applicant completed their first interview with the employer. SB 1162 omits the requirement that the request follow a first interview. Accordingly, any applicant may request the pay scale for a position to which they are applying from any employer, including a public agency. As important here, SB 1162 also adds a requirement that any employer with 15 or more employees must include the pay scale for a position in any job posting. If the employer engages a third party to announce, post, publish, or otherwise make known a job posting, it is required to provide the pay scale to the third party and the third party must include the pay scale in the job posting.

The CEO has announced his retirement and SVCE will begin a recruitment process for a new CEO. SB 1162 requires the CEO position posting to include a pay scale. The Board’s ad hoc CEO search committee has recommended a salary range of $325,000 to $450,000.

ANALYSIS & DISCUSSION
General Counsel recommends the SVCE Board of Directors adopt the salary scale to be compliant with SB 1162.

Item 1d
SILICON VALLEY \3/ CLEAN ENERGY

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Staff Report – Item 1e
Item 1e: Adopt Resolution Establishing October 4, 2023 as Clean Air Day From: Girish Balachandran, CEO
Prepared by: Juliette Pascual, Community Outreach Specialist Pamela Leonard, Deputy Director of Marketing and Communications Date: 9/13/2023

RECOMMENDATION
Staff recommends the Silicon Valley Clean Energy (SVCE) Board of Directors adopt Resolution 2023-15 declaring October 4, 2023 as Clean Air Day.

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

ANALYSIS & DISCUSSION
In addition to air quality concerns from sources like vehicle emissions, industrial smokestacks, and wildfires, studies have shown that contributions from water heaters, space heaters, and stoves are responsible for significant emissions and generate measurable impacts on air quality. Focusing on the health benefits of building electrification represents an effective way for SVCE to communicate with customers about the need to decarbonize their world.

Staff intends 2023 to be SVCE’s second year of participating in this opportunity to expand awareness and efforts in 2024 and beyond. For 2023, staff plans to take the following actions:
• Create social media posts for customers around the “Clean Air” message • Encourage employees to engage
• Encourage and support other agencies to adopt resolutions, sponsor events, push out social media posts, etc.

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

STRATEGIC PLAN
The proposed programs align with the board-adopted strategic plan for the following goals:
• Goal #6: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices

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

Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 9/13/2023

Page 2 of 2 ends

FISCAL IMPACT
N/A

ATTACHMENTS

1. Recommended Resolution 2023-15 Declaring October 4, 2023 Clean Air Day Item 1e

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2023-15

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE

SILICON VALLEY CLEAN ENERGY AUTHORITY DECLARING
OCTOBER 4, 2023 CLEAN AIR DAY
WHEREAS, air pollution contributes to higher rates of cancer and heart and lung diseases, which adversely affect health; and
WHEREAS, the Silicon Valley Clean Energy region remains a nonattainment area for ozone and has some of the worst air quality in the Bay Area; and WHEREAS, it is vital that we protect the health and well-being of our residents, visitors, and workforce; and
WHEREAS, emissions from vehicles, industry, and even household sources significantly affects the natural environment, air quality and well-being of local residents; and
WHEREAS, individual actions such as electrifying space and water heating and replacing gas ranges with induction cooktops can directly improve air quality in our region; and
WHEREAS, agency employees, vendors and directors have tremendous power to help lower emissions; and
WHEREAS, pledges by individuals have shown to result in action; and WHEREAS, education about air quality can raise community awareness, encourage our community to develop better habits, and improve our community health; and
WHEREAS, Californians will be joining together across the state to clear the air on October 4, 2023; and
WHEREAS, Silicon Valley Clean Energy is committed to the health of our residents, workforce, visitors, and community at large.

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

PASSED AND ADOPTED this 13
th day of September, 2023, by the following vote:

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

Andrea Pizano, Board Secretary
Item 1e
Attachment 1

Page 1 of 2 ends

Staff Report – Item 1f
Item 1f: Authorize the Chief Executive Officer to Execute an Agreement for FY23-24 with HBT Energy Management LLC for Power Resource Management Services From: Girish Balachandran, CEO
Prepared by: Monica Padilla, Chief Operating Officer and Director of Power Resources Date: 9/13/2023

RECOMMENDATION
Staff recommends that the Silicon Valley Clean Energy Authority Board (“Board”) authorize the Chief Executive Officer (“CEO”) to execute a new FY23-24 Agreement with HBT Energy Management LLC (“HBT”) for power resources management services from October 1, 2023 through September 30, 2024, for an amount not to exceed $100,000.

BACKGROUND
On July 2, 2021, the CEO approved an agreement with HBT, related to operationalizing projects under long-term power purchase agreements and additional power resources support, in an amount not to exceed $119,600. In 2022, an amendment to the agreement was made to extend the term through September 30, 2023, increase the compensation by $160,000, and update the schedule of performance. The operationalizing of SVCE’s projects under long-term power agreements was a critical issue, and SVCE was operating with reduced power resources staff capacity, making it advantageous to engage with an experienced outside consulting firm.

ANALYSIS & DISCUSSION
Since mid-2021, SVCE has added additional staff, but also seen the complexity increase on many of the long-term projects in the portfolio, owing to changes in commodity power market prices, delays due to COVID, and an international trade dispute around solar panel production. As a result, HBT’s experience working on these projects with the developers has proved invaluable, allowing staff to focus their efforts in other areas.

The scope of work for fiscal year 2023-2024 is included in Exhibit A to the proposed Agreement with HBT Energy Management (Attachment 1) and includes:
• Assist and coordinate the operational integration of Authority’s renewable and conventional resources; to represent Authority in discussions with Authority renewable resource project partners to realize economic and operational efficiencies in joint renewable energy projects. • Assist in the management of Authority’s power resources as may be requested by Authority from time to time.

STRATEGIC PLAN
Approval of Agreement with HBT will directly support Goal 5 of the Strategic Plan, which is to “Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner”.

ALTERNATIVE
If the Board does not approve the agreement, SVCE will need to identify and acquire additional resources to support staff in operationalizing projects. This may cause a delay in bringing these long-term resources into Item 1f
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1f Agenda Date: 9/13/2023

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operation and thus delay SVCEs ability to meet long-term compliance goals and reduce long-term power costs.

FISCAL IMPACT
Approval of this new Agreement results in a fiscal impact of $100,000 for Fiscal Year 2023-24.

ATTACHMENTS

1. HBT Energy Management LLC Agreement
Item 1f
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

HBT ENERGY MANAGEMENT LLC
FOR

POWER RESOURCES MANAGEMENT SERVICES
THIS AGREEMENT (“Agreement”), is entered into this 13th day of September, 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and HBT ENERGY MANAGEMENT LLC, a California limited liability company whose address is 4632 Greenmeadows Avenue, Torrance, CA 90505 (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 power resources management upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on October 1, 2023, and shall terminate on September 30, 2024, unless terminated earlier as set forth herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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11. CONFLICT OF INTEREST
Consultant warrants that it, its officers, employees, associates and subcontractors, presently have no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it, its officers, employees, associates and subcontractors, will not employ any person having such an interest.

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

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

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

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

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

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

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

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

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

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

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

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

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all services required under this agreement
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16. PARTY REPRESENTATIVES
The Chief Executive Officer (“Authority Representative”) shall represent the Authority in all matters pertaining to the services to be performed under this Agreement. Hsi Bang (Bob) Tang (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’s General Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the Authority. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives Authority notice of such court order or subpoena.

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

C. It is understood that Authority is subject to the California Public Records Act (Gov.

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

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

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

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

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on Item 1f
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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:

Hsi Bang (Bob) Tang
HBT Energy Management LLC
4632 Greenmeadows Avenue
Torrance, Ca 90505

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

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

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

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall Item 1f
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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
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.

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

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

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

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

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

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

33. SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force Item 1f
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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
_________________________________________
Monica Padilla, COO/Director of Power Resources

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

HBT ENERGY MANAGEMENT LLC
By: ________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
Task 1: Assist and coordinate the operational integration of Authority’s renewable and conventional resources; to represent Authority in discussions with Authority renewable resource project partners to realize economic and operational efficiencies in joint renewable energy projects.

Task 2: Assist in the management of Authority’s power resources as may be requested by Authority from time to time.

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Exhibit B
Schedule of Performance
Specific timelines and deliverables will be determined and submitted for Authority’s approval once initial work assignments are finalized.

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

Task Begin Complete

1. Assist with implementation of Authority’s PPAs October 2023 September 2024

2. Other power supply portfolio management October 2023 September 2024 Item 1f
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Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of one hundred thousand dollars and no/100 ($100,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Estimated Budget

1. Assist with implementation of Authority’s PPAs

2. Other power supply portfolio management
Total $100,000
Rates
Personnel Title Hourly
Hsi Bang (Bob) Tang President, HBT Energy Management LLC $130 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 Item 1f
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advance written authorization from Authority Representative prior to commencement of any additional services. Consultant shall submit, at the Authority Representative’s request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Any changes mutually agreed upon by the Parties, and any increase or decrease in compensation, shall be incorporated by written amendments to this Agreement.

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

A. COVERAGE:
(1) Workers' Compensation:

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

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

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

Item 1f
Attachment 1
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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 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 Item 1f
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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 Authority; (c) in the case of Confidential Information, at Authority’s sole election, (i) notify the affected individuals who comprise the Confidential Information as Item 1f
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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 becoming aware of the occurrence; or, (ii) reimburse Authority for any costs in notifying the affected individuals; (d) in the case of Confidential Information, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the Confidential Information for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Consultant’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Authority for any and all Claims (as defined herein), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Authority in connection with the occurrence; (g) be responsible for recreating lost Data in the manner and on the schedule set by Authority without charge to Authority; (h) provide to Authority a detailed plan within ten (10) calendar days of the occurrence describing the measures Consultant will undertake to prevent a future occurrence and (i) upon conclusion of the occurrence, or at Authority’s request, provide to Authority a comprehensive summary of the occurrence, including reason for occurrence, details of occurrence, how occurrence was addressed and any other information required by Authority, which shall be executed by Consultant and may be relied upon by Authority as a true and accurate account of the occurrence. Notification to affected individuals, as described above, shall comply with applicable law, be written in plain language, and contain, at a minimum: name and contact information of Consultant’s representative; a description of the nature of the loss; a list of the types of data involved; the known or approximate date of the loss; how such loss may affect the affected individual; what steps Consultant has taken to protect the affected individual; what steps the affected individual can take to protect himself or herself; contact information for major credit card reporting agencies; and, information regarding the credit and identity monitoring services to be provided by Consultant. This Section shall survive the termination of this Agreement.

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

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

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

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

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

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

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

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Staff Report – Item 1g
Item 1g: Authorize the Chief Executive Officer to Execute an Agreement for FY23-24 with Richards, Watson & Gershon for Legal Services
From: Girish Balachandran, CEO
Prepared by: Amrit Singh, CFO / Director of Administrative Services Nik Zanotto, Sr. Manager of Technology and Administrative Services Date: 9/13/2023

RECOMMENDATION
Staff recommends that the Board authorize the CEO to execute a new FY23-24 agreement with Richards, Watson & Gershon (RWG) for legal services from October 1, 2023 through September 30, 2024, for an amount not to exceed $215,000.

BACKGROUND
Silicon Valley Clean Energy (SVCE) has been utilizing the services of RWG since the Agency’s formation with the current agreement expiring on September 30, 2023. Staff continues to have a successful working relationship with Richards, Watson, and Gershon as General Counsel to SVCE, and recommends continuing the partnership.

Compensation for the upcoming agreement for fiscal year 2023 – 2024 is to not exceed $215,000 for the term of the agreement. This compensation cap matches the agreement amount from FY22-23. While staff recognizes that consultation with RWG has increased over the past several years due to increasing program and contractual needs, staff and RWG believe that this amount will still provide enough headroom to lessen the possibility of an amendment later in the fiscal year.

ANALYSIS & DISCUSSION
The scope of work for fiscal year 2023 – 2024 is included in Exhibit A to the Agreement with RWG (see Attachment 1) and includes:
• Attendance at the monthly SVCE Board of Directors meetings and any special meetings and workshops as required by the CEO or Chair of the Board.
• Brown Act, Conflict of Interest and Public Records Act advice and representation. • Preparation or review of consultant and vendor contracts. • Advice to the CEO and designated staff on administrative and operational matters. • Advice and preparation of documents related to personnel matters. • Research and advice on legal questions asked by the Board, CEO and designated staff. • Advice and assistance on other legal matters as may be assigned by the CEO.

STRATEGIC PLAN
The recommendation supports staff in all areas of the Strategic Plan.

ALTERNATIVE
Staff is open to alternatives from the Board.

Item 1g
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Agenda Item: 1g Agenda Date: 9/13/2023

FISCAL IMPACT
The recommendation results in a fiscal impact of $215,000 for Fiscal Year 2023-24.

ATTACHMENTS

1. Agreement with Richards, Watson & Gershon for FY23-24 legal services Item 1g
1/2023 Version

AGREEMENT BETWEEN THE SILICON VALLEY CLEAN ENERGY AUTHORITY AND

RICHARDS, WATSON & GERSHON
FOR

LEGAL SERVICES
THIS AGREEMENT (“Agreement”), is entered into this 13th day of September, 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and RICHARDS, WATSON & GERSHON, a professional corporation whose address is One Sansome Street, Suite 2850, San Francisco, CA 94104 (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 Legal Services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on October 1, 2023, and shall terminate on September 30, 2024, 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 two hundred and fifteen thousand and 00/100 dollars ($215,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

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

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

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

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

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

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

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

C. It is understood that Authority is subject to the California Public Records Act (Gov.

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

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

18. NOTICES
Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during Consultant’s and Item 1g
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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:

Richard, Watson & Gershon
Attn: Trisha Ortiz
One Sansome Street, Suite 2850
San Francisco, CA 94104

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

20. COMPLIANCE WITH LAWS
Consultant shall keep itself informed of all applicable federal, state and local laws, ordinances, codes, regulations and requirements which may, in any manner, affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. Consultant shall, at all times, observe and comply with all such laws and regulations, including, but not limited to the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., California Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100 et seq. Authority, and its officers and employees, shall not be liable at law or in equity by reason of the failure of the Consultant to comply with this Item 1g
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paragraph.

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

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

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

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 Item 1g
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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.

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

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

CONSULTANT NAME

RICHARD, WATSON & GERSHON
By: ________________________
Name: ________________________
Title: _________________________
Date: __________________________

SILICON VALLEY CLEAN ENERGY

AUTHORITY
A Joint Powers Authority
By: ___________________________
Name: Girish Balachandran
Title: Chief Executive Officer
Date: __________________________
Item 1g
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APPROVED AS TO FORM:
_______________________
Counsel for Authority
ATTEST:
_____________________
Authority Clerk
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Exhibit A
Scope of Services
As General Counsel for SVCEA, Richards, Watson & Gershon shall provide the general legal services typically required by a joint powers authority in addition to those general legal services related more specifically to the operation of a community choice aggregation program as described below. These legal services shall include the following:
• Attendance at the monthly SVCEA Board of Directors (“Board”) meetings and any special meetings and workshops as requested by the CEO Or Chair of the Board. • Brown Act, Conflict of Interest and Public Records Act advice and representation. • Preparation or review of consultant and vendor contracts. • Advice and preparation of documents related to personnel matters. • Advice to the Chief Executive Officer and designated staff on administrative and operational matters.
• Research and advice on legal questions asked by the Board, CEO and designated staff. • Advice and assistance on other legal matters as may be assigned by the CEO.

Legal services will not include matters in which Richards, Watson & Gershon has a conflict of interest that precludes the law firm from representing SVCEA. General Counsel services also will not include energy contracts or regulatory matters before the California Public Utilities Commission (CPUC) that require specialized legal services in these areas of law.

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

Task Begin Complete

1. Legal Services October 2023 September 2024
Item 1g
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Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of two hundred and fifteen thousand dollars and no/100 ($215,000.00), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Rates
Personnel Hourly
Shareholders $335/Hour
Associates $285/Hour
Paralegals $180/Hour
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 1g
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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 1g
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Exhibit E
Confidentiality and Data Security Requirements
Subject to the terms and conditions of the Agreement, current proprietary and confidential information of Authority regarding customers of Authority (“Authority Customers”) and/or other confidential information (collectively “Confidential Information”) may be disclosed to Consultant from time to time in connection herewith solely for the purposes set forth in the Agreement. Such disclosure is subject to the following legal continuing representations and warranties by Consultant:

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

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

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

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

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Staff Report – Item 1h
Item 1h: Authorize the Chief Executive Officer to Execute Agreement with Maher Accountancy for Accountant Services
From: Girish Balachandran, CEO
Prepared by: Amrit Singh, CFO / Director of Administrative Services Nik Zanotto, Sr. Manager of Technology and Administrative Services Date: 9/13/2023

RECOMMENDATION
Staff recommends the Board of Directors approve and authorize the Chief Executive Officer to execute an agreement with Maher Accountancy for $293,500 through September 30, 2024.

BACKGROUND
SVCE has been utilizing the services of Maher Accountancy since March 2017 with the current agreement expiring on September 30, 2023. There is a modest increase in cost ($20,000) between the proposed agreement and the current agreement, to adjust for inflation (7.3% year over year – in line with Bay Area Consumer Price Index data from the Bureau of Labor Statistics). In addition to service costs, the contract includes a $10,000 contingency for business continuity support services. This contingency is in place to provide ad hoc support, should staff become unavailable due to leave, separation, or another event.

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

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

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

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

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

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

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

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

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

8. Assist the treasury function.

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

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

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

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Agenda Item: 1h Agenda Date: 9/13/2023
Maher Accountancy shall also assist with coordination of an independent auditor for the annual audit and prepare annual financial statements. In addition, Maher Accountancy developed and manages an online contract portal, allowing staff to track open contracts and expenditures.

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

ALTERNATIVE
Staff is open to alternatives from the Board.

FISCAL IMPACT
This recommendation results in a $293,500 fiscal impact to the agency but is offset with the avoidance of SVCE hiring internal staff to perform these duties. The recommended contract is an increase of $20,000 consisting solely of the inflationary adjustment.

ATTACHMENTS

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

MAHER ACCOUNTANCY
FOR

ACCOUNTING SERVICES
THIS AGREEMENT (“Agreement”), is entered into this 1st day of October, 2023, by and between the SILICON VALLEY CLEAN ENERGY AUTHORITY, an independent public agency, ("Authority"), and MAHER ACCOUNTANCY, a California Corporation whose address is 1101 Fifth Avenue, Suite 200, San Rafael, CA 94901 (hereinafter referred to as "Consultant") (collectively referred to as the “Parties” and individually as a “Party”).

RECITALS:

C. Authority and Consultant desire to enter into an agreement for Accounting Services upon the terms and conditions herein.

NOW, THEREFORE, the Parties mutually agree as follows:

1. TERM
The term of this Agreement shall commence on October 1, 2023, and shall terminate on September 30, 2024, 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 two hundred ninety-three thousand five hundred dollars and no/100 ($293,500.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference.

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

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8. NON-DISCRIMINATION
In the performance of this Agreement, Consultant, and any subconsultant under the Item 1h
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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.

D. Consultant’s indemnifications and obligations under this section shall survive the Item 1h
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expiration or termination of this Agreement.

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

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 Item 1h
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proceeds available to the named insured, whichever is greater.

Item 1h
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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.

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.

15. RECORDS
Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by Authority that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of the services and costs. All such records shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of Authority or its designees at all proper times, and gives Authority the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a minimum period of five (5) years after Consultant receives final payment from Authority for all Item 1h
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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. Maher Accountancy (Consultant Representative”) shall represent Consultant in all matters pertaining to the services to be performed under this Agreement.

C. It is understood that Authority is subject to the California Public Records Act (Gov.

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

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:

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

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 1h
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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.

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 Item 1h
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correctly inserted, the Agreement shall be amended to make such insertion on application by either Party.

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

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

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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
__________________________________________________________ Amrit Singh, Chief Financial Officer/Director of Administrative Services Item 1h
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CONSULTANT NAME

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

SILICON VALLEY CLEAN ENERGY

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

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

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

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

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

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

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

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

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

10. Assist the treasury function.

Item 1h
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11. Provide services to meet the requirements of applicable laws and regulations relating to the provisions of accounting services for Authority.

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

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

Task Begin Complete

1. Accounting Services Monthly October 2023 September 2024

2. Prepare annual financial statements and
coordinate with external auditor (Annual)
October 2023 September 2024

3. Contract Portal Management (Annual) October 2023 September 2024

4. Business Continuity Support October 2023 September 2024 Item 1h
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Exhibit C
Compensation
Authority shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below.

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

The compensation to be paid to Consultant under this Agreement for all services described in Exhibit “A” and reimbursable expenses shall not exceed a total of two hundred ninety-three thousand five hundred dollars and no/100 ($293,500.00) as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to Authority unless previously approved in writing by Authority.

Task Estimated Budget

1. Accounting Services (monthly) $ 21,000

2. Prepare annual financial statements and coordinate with external auditor (annual)
$ 16,500

3. Contract Portal Management (annual) $15,000

4. Business Continuity Support $10,000
Total $293,500
Invoices
Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the Authority describing the services performed and the applicable charges (including a summary of the work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). Authority shall pay all undisputed invoice amounts within thirty (30) calendar days after receipt up to the maximum compensation set forth herein. Authority does not pay interest on past due amounts.

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

Item 1h
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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:

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

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

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

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

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

Item 1h
Attachment 1
Staff Report – Item 1i
Item 1i: SVCE 2022 Annual Power Source Disclosure Report Attestation From: Girish Balachandran, CEO
Prepared by: Monica Padilla, COO and Director of Power Resources TJ Messier, Power Settlements and Compliance Analyst
Date: 9/13/2023

RECOMMENDATION
Staff recommends that the SVCE Board of Directors approve the use of statistics reflected in SVCE’s 2022 annual Power Source Disclosure reports for purposes of preparing SVCE’s 2022 Power Content Label and endorse the accuracy of information presented in SVCE’s 2022 Power Source Disclosure report for Green-Start service.

BACKGROUND
California Public Utilities Code requires all retail sellers of electric energy, including SVCE, to disclose “accurate, reliable, and simple-to-understand information on the sources of energy” that are delivered to their respective customers.1 Applicable regulations direct retail sellers to provide such communications to customers following each year of operation. The format for requisite communications is highly prescriptive, offering little flexibility to retail sellers when presenting such information to customers. This format has been termed the “Power Content Label” (or PCL) by the California Energy Commission (CEC). Prior to distributing the PCL to its customers, SVCE annually submits a report regarding its specified power purchases to the CEC. This report is a required element of California’s Power Source Disclosure Program (PSD Program) and was timely submitted to the CEC prior to the June 1st reporting deadline. Both the aforementioned annual report and the PCL are required elements of California’s PSD Program, and information reflected in the annual report is contributory to the PCL (with the annual report’s power supply breakout being inserted in the PCL).

Information presented in the PCL includes the proportionate share of total energy supply attributable to various resource types, including both renewable and conventional fuel sources. SVCE’s Public Affairs team is in the process of designing the 2022 Power Content Label.

ANALYSIS & DISCUSSION
During the 2022 calendar year, SVCE successfully delivered a substantial portion of its electric energy supply from various renewable energy sources, including wind, solar, geothermal, hydroelectricity, biomass and biogas – for Green-Start customers, the percentage of supply attributable to renewable energy sources approximated 44.9 percent; SVCE’s actual Green Start procurement equaled 50.4 percent RPS eligible resources.2 For Green-Prime customers, renewable energy comprised 100 percent of the supply portfolio - 95 1 California Public Utilities Code Section 398.1(b) Note: that Section (b)(1), as referenced in the excerpt from applicable PSD regulations, refers to the completion of annual independent audits. 2 Assembly Bill 1110, passed in 9/26/16, California Energy Commission “Modification of Regulations Governing the Power Source Disclosure Program” 5/15/20, modified the PCL reporting requirements starting with reporting year 2020 to include emissions associated with power supply and treatment of over procurement of resources. As such, for 2022 while SVCE has procured 50.4% RPS eligible resources under Green Start, because SVCE had more clean resources than load only 44.9% will be shown on the PCL.

Item 1i
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1i Agenda Date: 9/13/2023
percent of load was met with PCC1 and 5 percent of load was met with PCC33, which is reflected as a system power resource.

Consistent with applicable regulations, SVCE will complete requisite customer communications following the Board’s approval of pertinent information to be included in the 2022 PCL. Customers receiving PCL communications will include those enrolled in the SVCE program as of December 31, 2023 – the distribution list was derived based on prior discussions with designated CEC staff.

SVCE’s Green-Prime retail service option is a Green-e Energy certified product, conforming to guidelines established by the Center for Resource Solutions, the Green-e Energy program administrator. As part of this certification, SVCE must successfully complete an annual independent audit of power sources, ensuring the delivery of qualifying renewable energy to participating Green-Prime customers. Such audits were timely completed, noting “no exceptions” in related audit reports.

While preparing SVCE’s 2022 annual PSD report, staff performed a detailed review of all power purchases completed for the 2022 calendar year. This review included an inventory of all renewable energy transfers within SVCE’s Western Renewable Energy Generation Information System (WREGIS) accounts, pertinent transaction records, and requisite independent audits for SVCE’s voluntary Green-Prime, 100% renewable energy program, which also provides 100% renewable energy to participating customers. Based on staff’s review of available data and findings of the independent auditor (related to the Green-Prime product offering), the information presented in the annual report was determined to be accurate. Again, such information will be reflected in SVCE’s upcoming PCL for 2022 operations.

To fulfill its obligations under the PSD Program, SVCE must also provide the CEC with an attestation of its Governing Board regarding the accuracy of information included in the PSD annual reports.

Because SVCE’s Green-Prime product offering is independently audited (a process that was completed in June 2023 for the 2022 operating year), SVCE is proceeding with self-certification of its annual report for the Green-Start & Green-Prime product offering, consistent with PSDP regulations. Evidence of such attestation must be provided to the CEC by October 1st.

Should the Board endorse staff’s recommendation, a copy of this staff report, related meeting minutes and a copy of SVCE’s 2022 Audit Report for the Green-Prime product offering will be forwarded to the CEC, thereby completing SVCE’s obligations under the PSD Program for the 2022 calendar year.

STRATEGIC PLAN
As referenced in SVCE’s Strategic Plan, SVCE will use various channels and platforms to cultivate relationships with and bring customer value to all segments of the communities we serve. Complying with these regulations will increase customer trust and continue SVCE’s transparency.

ALTERNATIVE
Should the Board choose not to endorse the information provided for the power content label, staff will need to file an extension with the CEC and hire an auditor to review SVCE’s data for compliance.

FISCAL IMPACT
N/A

ATTACHMENTS

1. 2022 SVCE Power Content Label
3 Pub. Util. Code § 399.16(b)(3).

Item 1i
2022 POWER CONTENT LABEL

SILICON VALLEY CLEAN ENERGY
https://www.svcleanenergy.org/
Greenhouse Gas Emissions Intensity
(lbs CO2e/MWh) Energy Resources Green Start Green Prime 2022 CA Power Mix
Eligible Renewable1 44.9% 95.0% 35.8%
Biomass & Biowaste 1.4% 0.0% 2.1%
72 47 422 Geothermal 24.7% 0.0% 4.7%
Eligible Hydroelectric 0.3% 0.0% 1.1%
Solar 15.0% 0.0% 17.0%
Wind 3.4% 95.0% 10.8%
Coal 0.0% 0.0% 2.1%
Large Hydroelectric 30.8% 0.0% 9.2%
Natural Gas 0.0% 0.0% 36.4%
Nuclear 24.3% 0.0% 9.2%
Other 0.0% 0.0% 0.1%
Unspecified Power2 0.0% 5.0% 7.1%
TOTAL 100.0% 100.0% 100.0%
Percentage of Retail Sales Covered by Retired Unbundled RECs3: 0% 5% 1The eligible renewable percentage above does not reflect RPS compliance, which is determined using a different methodology. 2Unspecified power is electricity that has been purchased through open market transactions and is not traceable to a specific generation source.
3Renewable energy credits (RECs) are tracking instruments issued for renewable generation. Unbundled renewable energy credits (RECs) represent renewable generation that was not delivered to serve retail sales. Unbundled RECs are not reflected in the power mix or GHG emissions intensities above.

For specific information about this electricity
portfolio, contact:

Silicon Valley Clean Energy
1-844-474-SVCE (7823)
For general information about the Power Content
Label, visit:
https://www.energy.ca.gov/programs-and-topics/programs/power-source-disclosure-program Green Start 2022 CA Utility Average Green Prime
0 200
400
600
800
1000
Green Start
Green Prime
2022 CA Utility
Average
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Staff Report – Item 1j
Item 1j: Authorize the Chief Executive Officer to Execute a Second Amendment to the PCE Cost Share Agreement for Technical Support for the Reach Code Program From: Girish Balachandran, CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Zoe Elizabeth, Deputy Director of Decarbonization Programs and Policy Date: 9/13/2023

RECOMMENDATION
Staff recommends the Board approve the amended the reimbursement agreement between Peninsula Clean Energy (PCE) and Silicon Valley Clean Energy (SVCE) to extend the term through July 31, 2024, and increase SVCE’s not to exceed amount to $740,000.

BACKGROUND
On December 12, 2018, the SVCE Board approved an agreement entitled “Reimbursement Agreement Between the Silicon Valley Clean Energy Authority and the Peninsula Clean Energy Authority for Professional Services Cost Reimbursement,” (“Reimbursement Agreement”), whereby SVCE and PCE agreed to issue a Request for Proposals and to jointly select and share the costs of a Building and EV Reach Code Consultant.

These services were sought to support the adoption of local reach codes by SVCE’s member agencies through the development of model code language and analysis, tailored technical assistance to member agencies, and support for code implementation. TRC Engineers Inc was selected to conduct the work. SVCE’s budget for the reach code work was set to not exceed $400k, including this cost share agreement.

On March 11, 2020, the SVCE Board approved an increase in budget of $200k for reach code work and to extend the availability of technical support from TRC Engineers Inc via an amendment to the cost share agreement with PCE.

PCE and SVCE seek to extend this cost share agreement a second time, through July 31, 2024, to provide on-going support for the most recent electrification reach codes to our member agencies. PCE has already amended their agreement with TRC to allow for the extended term.

ANALYSIS & DISCUSSION
Thirteen of SVCE’s member agencies adopted an electrification reach code in 2022. With the recent passage of BAAQMD’s zero-NOx appliance standards and the Ninth Circuit’s ruling against Berkeley’s municipal gas ban, staff feels it is prudent to continue to provide these resources and services to member agencies.

On November 13, 2020, the SVCE Board approved the Building Decarbonization Joint Action Plan (“Plan”), which dedicated $6M to a handful of new programs. Included in this Plan was an estimated $400k for reach code work for the 2022 cycle. Cumulatively, the SVCE Board has approved $1M to support reach code development and implementation from 2018 through the near future. To date, SVCE has already committed approximately $770k total on reach codes: $520k on TRC Engineers Inc and $250k on grants directly to member agencies. This second amendment to the cost share agreement with PCE has a not-to-exceed of $740k, which will keep the total spend for the reach code work within the Board-approved $1M.

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STRATEGIC PLAN
The proposal supports SVCE’s Strategic Plan Goal 10, coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs.

ALTERNATIVE
If the Board does not approve this amendment, then the services from TRC Engineers Inc would no longer be available to member agencies. There would be a loss in continuity given that TRC Engineers Inc has been providing support across two reach code cycles and working with member agencies for years, in addition to a loss of alignment with agencies in San Mateo County. Staff would need to consider securing a new technical services provider or ceasing to provide the same level of technical support.

FISCAL IMPACT
Approval of the amended agreement with PCE will have no additional fiscal impact, as it will be funded through budget that has already been approved by the Board for reach code work.

ATTACHMENTS

1. Second Amendment to Reimbursement Agreement Between the Silicon Valley Clean Energy Authority and the Peninsula Clean Energy Authority for Professional Services Cost Reimbursement

2. First Amendment to Reimbursement Agreement Between the Silicon Valley Clean Energy Authority and the Peninsula Clean Energy Authority for Professional Services Cost Reimbursement

3. Reimbursement Agreement Between the Silicon Valley Clean Energy Authority and the Peninsula Clean Energy Authority for Professional Services Cost Reimbursement Item 1j

SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT BETWEEN THE

SILICON VALLEY CLEAN ENERGY AUTHORITY AND THE PENINSULA CLEAN

ENERGY AUTHORITY FOR PROFESSIONAL SERVICES COST REIMBURSEMENT THIS SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT (“Second Amendment”) is made and entered into as of September 13, 2023 (“Effective Date”) by and between the Silicon Valley Clean Energy Authority (“SVCE”) and the Peninsula Clean Energy Authority (“PCE”) for the reimbursement of costs incurred by PCE in connection with the performance of professional services for the development, review, adoption and implementation of reach ordinances as more fully described below. SVCE and PCE are individually referred to herein as “Party” and collectively referred to as “the Parties.”

RECITALS
A. SVCE and PCE are joint powers authorities organized for the purpose of conducting community choice aggregation programs and other energy-related climate change programs.

B. Staff at SVCE and PCE worked together to develop a scope of work for consultant services to research and prepare model reach codes related to building electrification and electric vehicle (“EV”) infrastructure, and to work with SVCE and PCE and their member agencies in the adoption of such codes by member agencies.

C. SVCE and PCE entered into an agreement entitled “Reimbursement Agreement Between the Silicon Valley Clean Energy Authority and the Peninsula Clean Energy Authority for Professional Services Cost Reimbursement,” dated December 15, 2018 (“Reimbursement Agreement”), whereby SVCE and PCE agreed to issue a Request for Proposals and to jointly select and share the costs of a Building and EV Reach Code Consultant to undertake the scope of services described in the Request for Proposals, attached as Exhibit A thereto.

D. PCE entered into an agreement with the consultant selected to be the Building and EV Reach Code Consultant, TRC Engineers Inc., on January 25, 2019 (“Original TRC Contract”).

E. SVCE and PCE both desire to continue using TRC Engineers, Inc. to provide reach code assistance to member agencies through the end of December 2021, and to expand the scope of services to offer additional technical support to stakeholders such as developers, designers and contractors.

F. On January 23, 2020, the PCE Board of Directors authorized the PCE Chief Executive Officer to extend the Original TRC Agreement, and PCE and TRC Engineers, Inc. executed an amendment to the agreement on April 7 , 2020 (“Amended TRC Contract”).

The First Amended TRC Contract describes the expanded scope of services and revised budget in Exhibits A and B thereto.

G. On March 11, 2020, the SVCE Board of Directors approved the allocation of an additional $200,000 to SVCE’s Reach Code Initiative.

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Second Amendment - Draft
H. SVCE and PCE desire to amend the Reimbursement Agreement to increase the cost to a NTE: $740,000.

NOW, THEREFORE, SVCE and PCE mutually agree to the following:

1. Recitals. The Recitals stated above are true and correct and are incorporated by this reference into this First Amendment.

2. Increase Costs Subject to Reimbursement. The Parties hereby agree that the terms of the Reimbursement Agreement shall increase the Costs to a NTE $740,000.

3. Reimbursement Agreement in Effect. All terms and conditions of the Reimbursement Agreement not specifically modified by this Second Amendment shall remain in full force and effect.

4. Counterparts. This Second Amendment may be executed in counterpart originals, each of which is deemed to be an original for all purposes.

IN WHITNES WHEREOF, the Parties have executed this First Amendment on the date first written above.

Silicon Valley Clean Energy Authority Peninsula Clean Energy Authority By: By:

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Second Amendment - Draft

FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT BETWEEN THE

SILICON VALLEY CLEAN ENERGY AUTHORITY AND THE PENINSULA CLEAN

ENERGY AUTHORITY FOR PROFESSIONAL SERVICES COST REIMBURSEMENT THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (“First Amendment”) is made and entered into as of _____________, 2020 (“Effective Date”) by and between the Silicon Valley Clean Energy Authority (“SVCE”) and the Peninsula Clean Energy Authority (“PCE”) for the reimbursement of costs incurred by PCE in connection with the performance of professional services for the development, review, adoption and implementation of reach ordinances as more fully described below. SVCE and PCE are individually referred to herein as “Party” and collectively referred to as “the Parties.”

RECITALS
A. SVCE and PCE are joint powers authorities organized for the purpose of conducting community choice aggregation programs and other energy-related climate change programs.

D. PCE entered into an agreement with the consultant selected to be the Building and EV Reach Code Consultant, TRC Engineers Inc., on January 25, 2019 (“Original TRC Contract”).

The First Amended TRC Contract describes the expanded scope of services and revised budget in Exhibits A and B thereto.

G. On March 11, 2020, the SVCE Board of Directors approved the allocation of an additional $200,000 to SVCE’s Reach Code Initiative.

April 7
April 7
DocuSignEnvelopeID:ABB77637-D710-4DD3-A6ED-FD80718CC2F9 Item 1j
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First Amendment
H. SVCE and PCE desire to amend the Reimbursement Agreement to include the expanded scope of services for TRC Engineers, Inc.

NOW, THEREFORE, SVCE and PCE mutually agree to the following:

1. Recitals. The Recitals stated above are true and correct and are incorporated by this reference into this First Amendment.

2. Scope of Services Subject to Reimbursement. The Parties hereby agree that the terms of the Reimbursement Agreement, including but not limited to Section C(2) “Responsibilities of PCE” and Section C(3) “Responsibilities of SVC”, shall apply to and govern payments and reimbursements required pursuant to the expanded scope of services set forth in Exhibit A of the First Amended TRC Contract. Wherever the term “Contract” is used in the Reimbursement Agreement, it shall be deemed to include both the Original TRC Contract and the First Amended TRC Contract, including all revised attachments.

3. Reimbursement Agreement in Effect. All terms and conditions of the Reimbursement Agreement not specifically modified by this First Amendment shall remain in full force and effect.

4. Counterparts. This First Amendment may be executed in counterpart originals, each of which is deemed to be an original for all purposes.

IN WHITNES WHEREOF, the Parties have executed this First Amendment on the date first written above.

Silicon Valley Clean Energy Authority
By: ___________________________
Peninsula Clean Energy Authority
By: ___________________________
DocuSignEnvelopeID:ABB77637-D710-4DD3-A6ED-FD80718CC2F9 Item 1j
Attachment 2
First Amendment
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1 REIMBURSEMENT AGREEMENT BETWEEN

THE SILICON VALLEY CLEAN ENERGY AUTHORITY

AND THE PENINSULA CLEAN ENERGY AUTHORITY

FOR PROFESSIONAL SERVICES COST REIMBURSEMENT
This REIMBURSEMENT AGREEMENT (“Agreement”) is made and entered into on December ___, 2018, by and between the Silicon Valley Clean Energy Authority (“SVCE”) and the Peninsula Clean Energy Authority (“PCE”) for the reimbursement of costs incurred by PCE in connection with the performance of professional services for the development, review, adoption and implementation of reach ordinances as more fully described below. SVCE and PCE are individually referred to herein as “Party” and collectively referred to as “the Parties.”

RECITALS
A. SVCE and PCE are joint powers authorities organized for the purpose of conducting community choice aggregation programs and other energy-related climate change programs.

B. Staff at SVCE and PCE have worked together to develop a scope of work for consultant services to be obtained from a Request for Proposals process that will be administered by PCE. The scope of services provides for the selected qualified consultant to research and prepare model reach codes related to building electrification and electric vehicle (“EV”) infrastructure and to work with SVCE and PCE and their member agencies in the adoption of such codes by the member agencies. A more detailed description of the consultant’s scope of services is set forth in the “2018 Request for Proposals for Building and EV Reach Code Consultant” attached hereto as Exhibit A and hereinafter referred to as the “Reach Codes RFP.” C. SVCE and PCE have agreed to share the costs of the selected Building and EV Reach Code consultant whose services will benefit both Parties as provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, SVCE and PCE mutually agree to the following:

1. Recitals. The Recitals stated above are true and correct and are incorporated by this reference into this Agreement.

2. Responsibilities of PCE. PCE shall be responsible for the following:
a. PCE shall issue and administer the Reach Codes RFP.
b. PCE shall jointly select with SVCE the consultant to perform the scope of services described in the Reach Codes RFP.
c. PCE shall enter into a written professional services contract (“Contract”) with the consultant jointly selected by SVCE and PCE upon the completion of the Reach 15 DocuSign Envelope ID: 1A0E6AA7-6096-4F34-B5E3-5FC74026252D Item 1j
Attachment 3
Reimbursement Agreement
2 Codes RFP process. The terms of the Contract shall be mutually agreed upon by SVCE and PCE.
d. PCE shall make timely payments to the selected consultant under the terms of the Contract and administer and manage the Contract.
e. PCE shall directly supervise the professional services provided by the selected consultant for the EV reach code work and for any services provided by the consultant that exclusively benefit PCE or its member agencies. f. PCE shall work cooperatively with SVCE in the development, review, adoption, and implementation of the model reach codes provided by the selected consultant pursuant to the Contract.

3. Responsibilities of SVCE. SVCE shall be responsible for the following:
a. SVCE shall assist PCE in reviewing and evaluating the proposals received by PCE in response to the Reach Code RFP.
b. SVCE shall jointly select with PCE the consultant to perform the scope of services described in the Reach Codes RFP.
c. SVCE shall reimburse PCE for 50% of the payments made by PCE to the selected consultant pursuant to the Contract for services benefiting both Parties. SVCE shall reimburse PCE for 100% of the payments made by PCE to the selected consultant pursuant to the Contract for services exclusively benefiting SVCE or its member agencies. SVCE will not reimburse PCE for any payments made by PCE for services exclusively benefiting PCE or its member agencies. Prior to the execution of the Contract, SVCE and PCE shall prepare a written list of the selected consultant’s services that benefit both Parties and the services that exclusively benefit one Party or the other. All amounts owed by SVCE to PCE shall be paid within 30 days after SVCE receives the selected consultant’s detailed invoice paid by PCE.
d. SVCE shall directly supervise the professional services provided by the selected consultant for the building electrification reach code work and for any services provided by the consultant that exclusively benefit SVCE or its member agencies. e. SVCE shall work cooperatively with PCE in the development, review, adoption and implementation of the model reach codes provided by the selected consultant pursuant to the Contract.

4. Term and Termination. The term of this Agreement shall commence on the date first written above and terminate on the date that SVCE makes its final payment under the provisions of this Agreement. Either party may terminate this Agreement without cause upon 30 days written notice. Either Party also may terminate this Agreement by written notice of a default by the other Party (“Defaulting Party”) of a material term of this Agreement, provided that the terminating Party has given written notice of default to the Defaulting Party and has given the Defaulting Party a DocuSign Envelope ID: 1A0E6AA7-6096-4F34-B5E3-5FC74026252D Item 1j
Attachment 3
Reimbursement Agreement
3 reasonable period of time to cure the default, which in no case shall be less than 15 days. Upon termination of this Agreement, SVCE shall reimburse PCE for any unpaid consultant fees incurred prior to the date of termination that PCE is obligated to pay under the Contract.

5. Hold Harmless and Indemnification. The indemnification obligations of the Parties shall be as follows:
a. PCE shall defend, hold harmless and indemnify SVCE, and its directors, officers, agents and employees from any and all claims for injuries or damage to persons and/or property which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions or other wrongful conduct of PCE, its directors, officers, agents and/or employees.
b. SVCE shall defend, save harmless, and indemnify the PCE, and its directors, officers, agents and employees from any and all claims for injuries or damage to persons and/or property which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions or other wrongful conduct of SVCE, its directors, officers, agents and/or employees.
c. In the event of concurrent negligence of PCE, its directors, officers, agents and/or employees, and SVCE, its directors, officers, agents and/or employees, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of terms and conditions of this Agreement shall be apportioned according to the California theory of comparative negligence.
d. This provision shall survive expiration or termination of this Agreement.

6. Amendment and Waiver. No change or modification of this Agreement shall be valid unless the same is in writing and signed by both Parties, and no verbal understanding or agreement not incorporated herein shall be binding on either Party hereto.

7. Governing Law. This Agreement shall be construed and governed by the laws of the State of California, and any suit or action initiated by either Party shall be brought in the Superior Court for the County of San Mateo, California, or the United States District Court for the Northern District of California.

8. Time of Essence. Time is of the essence for every provision hereof in which time is a factor.

9. Benefit of Parties. The terms of this Agreement shall be binding and inure to the benefit of the Parties hereto and their successors and assigns. Neither Party shall assign this Agreement or any portion thereof to a third party without the prior written consent of the other Party.

Any such assignment without prior written consent by one Party shall give the other Party the right to automatically and immediately terminate this Agreement without penalty or advance notice.

10. Entire Agreement of the Parties. This Agreement supersedes any and all agreements, either oral or written, between the Parties with respect to the subject matter of this Agreement and contains all of the representations, covenants, and agreements between the Parties with respect to DocuSign Envelope ID: 1A0E6AA7-6096-4F34-B5E3-5FC74026252D Item 1j
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4 the subject matter of this Agreement. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not contained in this Agreement.

11. Independent Counsel. Each Party has had the opportunity to consult with its own attorney with respect to this Agreement, and in the event that any language contained herein is construed to be vague or ambiguous, this Agreement shall not be strictly construed against any Party.

12. Notice. Notice given under or regarding this Agreement shall be deemed given upon delivery into the United States Mail if delivery is by postage paid certified mail (return receipt requested), or reputable overnight commercial delivery service. Notice shall be sent to the respective Party at the address indicated below or to any other address as a Party may designate from time to time by a notice given in accordance with this paragraph.

If to SVCE: Aimee Bailey, PhD
Director of Decarbonization & Grid Innovation
Silicon Valley Clean Energy
333 W. El Camino Road #290
Sunnyvale, California 94087
If to PCE: Rafael Reyes
Director of Energy Programs
Peninsula Clean Energy
2075 Woodside Road
Redwood City, California 94061

13. Invalid Provision. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

14. Headings and Captions. The headings and captions used in this Agreement are for convenience only and shall in no way define, limit, or describe the scope or intent of the Agreement or any part thereof.

15. Counterparts. This Agreement may be executed in counterpart originals, each of which is deemed to be an original for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Agreement below on the date first written above.

Silicon Valley Clean Energy Authority
By: ___________________________
Peninsula Clean Energy Authority
By: ___________________________
DocuSign Envelope ID: 1A0E6AA7-6096-4F34-B5E3-5FC74026252D Item 1j
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x DocuSigned by:
5CA04B9AC4C24C3..
6 EXHIBIT A
2018 Request for Proposals for Building and EV Reach Code Consultant DocuSign Envelope ID: 1A0E6AA7-6096-4F34-B5E3-5FC74026252D Item 1j
Attachment 3
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2018 Request for Proposals for
Building and EV Reach Code Consultant
Peninsula Clean Energy is San Mateo County’s locally-controlled electricity provider. We are reducing greenhouse gas emissions and offering customer choice at competitive rates.

Offers due Thursday, January 3rd at 5:00 pm Pacific Time 1 Contents
2 RFP Overview ............................................................................................................. 1 3 Peninsula Clean Energy Overview ............................................................................. 1 4 RFP Schedule ............................................................................................................. 2 5 Proposal Submittal ...................................................................................................... 3 6 Review and Selection Process ................................................................................... 3 7 Agreement Terms ....................................................................................................... 3 8 Inclusion of Non-Participating Agencies ..................................................................... 4 9 PCE Legal Obligations ................................................................................................ 4 10 Scope of Work .......................................................................................................... 4 Item 1j
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PENINSULA
Q

CLEAN ENERGY
PCE 2018 Request for Proposals
2 RFP Overview
Peninsula Clean Energy (PCE) programs include advancing the adoption of electric vehicles and transitioning building fossil fuel uses to low-carbon electricity. With this request for proposals (RFP), PCE requests information about the experience and qualifications your company may have relating to the development of model building “reach” codes to address electric vehicle infrastructure and building electrification needs as described in this RFP scope of work.

This RFP is being executed in collaboration with Silicon Valley Clean Energy (SVCE) as a prospective joint project. SVCE’s participation is subject to SVCE Board of Directors’ review and approval1.

This RFP
• Provides general background on PCE
• Describes the service sought by PCE (scope of work)
• Provides an opportunity for Proposers to describe their qualifications and assets, and to explain how they could contribute to the program By participating in PCE’s RFP process, a Proposer acknowledges that it has read, understands, and agrees to the terms and conditions set forth in these RFP Instructions.

PCE reserves the right to reject any offer that does not comply with the requirements identified herein. Furthermore, PCE may, in its sole discretion and without notice, modify, suspend, or terminate the RFP without liability to any organization or individual.

The RFP does not constitute an offer to buy or create an obligation for PCE to enter into an agreement with any party, and PCE shall not be bound by the terms of any offer until PCE has entered into a fully executed agreement.
3 Peninsula Clean Energy Overview
Peninsula Clean Energy (PCE), a community choice energy (CCE) program, is San Mateo County’s official electricity provider. PCE is a joint powers agency, formed in February, 2016, consisting of the County of San Mateo and all twenty of its cities. PCE provides cleaner and greener electricity, and at lower rates, than the incumbent investor-owned utility (IOU), Pacific Gas & Electric Company (PG&E). PCE plans for and secures commitments from a diverse portfolio of energy-generating resources to reliably serve the electric energy requirements of its customers over the near-, mid-, and long-term planning horizons. For more information on PCE, please go to www.peninsulacleanenergy.com.

PCE’s Strategic Goals:
1 SVCE staff anticipates taking the request to their Board at the meeting on December 12, 2018.

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PCE 2018 Request for Proposals

1. Design a diverse power portfolio that is greenhouse gas free. a. 100% GHG free by 2021
b. sourced by 100% CA RPS eligible renewable energy by 2025 c. create a minimum of 20 MWs of new local power by 2025

2. Continually strive to offer ECOPlus at rates that are at parity or lower than PG&E rates.

3. Stimulate development of new renewable energy projects and clean-tech innovation in San Mateo County and California through PCE’s procurement activities.

4. Demonstrate quantifiable economic benefits to the County/region and place a priority on local hiring and workforce development practices and environmental justice.

5. Implement programs to further reduce greenhouse gas emissions by investing in programs such as local clean power production, electric vehicles, energy efficiency, and demand response, and partnering effectively with local business, schools, and nonprofit organizations.

6. Maximize and maintain customer participation in PCE.

7. Provide a superior customer experience

8. Build a financially sustainable organization.

9. Foster a work environment that espouses sustainable business practices and cultivates a culture of innovation, diversity, transparency, integrity, and commitment to the organization’s mission and the communities it serves. 4 RFP Schedule
Date Event
Monday, November 26, 2018 PCE launches RFP: publishes RFP Instructions.

Friday, December 7, 2018 Deadline for Proposers to submit questions (see below)
Friday, December 14, 2018 PCE provides responses to questions on PCE’s website.

Thursday, January 3, 2019,
5:00 pm PT
Deadline for Proposers to submit proposals
Thursday, January 10, 2019
and Friday, January 11, 2019
Possible in-person interviews of top proposers
Wednesday, January 16, 2019,
5:00 pm PT
Anticipated date PCE will notify awardee
Thursday, January 24, 2019 Anticipated date for Board execution of contract Questions:
• Question & Answer: Proposers may submit questions concerning the RFP at [email protected]. All questions and answers will be shared with all Proposers and will be posted on PCE’s website.

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PCE 2018 Request for Proposals
• Proposal Review: PCE may request clarifications by email or phone January 3, 2019, through January 7, 2019. Prompt responses will be requested. • Proposer Interviews: PCE may conduct in-person interviews of the top proposers on January 10 and January 11, 2019.
5 Proposal Submittal
Proposals must be received on or before the above deadline and submittal must be by email to [email protected] with the subject “Proposal - <Organization> - Reach Codes Consultant”.

Only electronic submittals will be accepted.

Proposals must include:

1. Organization qualifications (4 pg. max)

2. Considerations and approach for development of model codes (4 pg. max)

3. Stakeholder engagement process (3 pg. max)

4. Schedule (table or chart, 1 pg. max)

5. Cost proposal (2 pg. max, include rate schedule)

6. Confirmation of acceptance of contract terms or explanation of proposed contract modifications (see Agreement Terms)

7. Project staff credentials (no limit)
6 Review and Selection Process
PCE staff will evaluate the proposals provided based on the following criteria:

1. Completeness of Proposal

2. Qualifications of the firm and staff

3. Proposed approach to implement project

4. Past experience

5. Cost structure

6. Exceptions to PCE’s contract template
7 Agreement Terms
Awardees will be required to enter into a contract using PCE’s standard contract terms.

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

PCE’s standard contract terms are available for review here:

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PCE 2018 Request for Proposals
https://tinyurl.com/pcecontractemplate
8 Inclusion of Non-Participating Agencies
PCE is asking all responding vendors to indicate their willingness to extend the terms of resulting contracts, inclusive of price, to other interested California-based municipalities, municipally-owned utilities and community choice energy programs. While this clause in no way commits these agencies to contract with PCE’s awarded consultant, nor does it guarantee any additional orders will result, it does allow other agencies, at their discretion, to make use of PCE’s competitive process (provided said process satisfies their own procurement guidelines) and purchase directly from the awarded contractor.

All purchases made by other agencies shall be understood to be transactions between that agency and the awarded vendor; PCE shall not be responsible for any such purchases.
9 PCE Legal Obligations
PCE is not obligated to respond to any offer submitted as part of the RFP. All parties acknowledge that PCE is a public agency subject to the requirements of the California Public Records Act, Cal. Gov. Code section 6250 et seq. PCE acknowledges that another party may submit information to PCE that the other party considers confidential, proprietary, or trade secret information pursuant the Uniform Trade Secrets Act (Cal.

Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code sections 6254 and 6255) (“Confidential Information”). Any such other party acknowledges that PCE may submit to the other party Confidential Information. Upon request or demand of any third person or entity not a party to this RFP ("Requestor") for production, inspection and/or copying of information designated as Confidential Information by a party disclosing such information (“Disclosing Party”), the party receiving such information (“Receiving Party”), as soon as practical but within three (3) business days of receipt of the request, shall notify the Disclosing Party that such request has been made, by telephone call, letter sent via email and/or by US Mail to the address or email address listed on the cover page of the RFP. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action, after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor's demand and is not required to defend against it. 10 Scope of Work
See following page.

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Scope of Work
1 Program Overview
Peninsula Clean Energy’s and Silicon Valley Clean Energy’s (SVCE) missions are to reduce greenhouse gas (GHG) emissions in San Mateo County and Santa Clara County (in the cities that SVCE covers), respectively. Emissions from transportation and building natural gas use comprise the largest sources of GHGs within the territories. This program aims to develop and advance Building Electrification and Electric Vehicle (EV) Infrastructure “reach” codes with member municipalities to update local building codes for new residential and commercial construction and major remodels. These codes are to be developed in alignment with and build on the 2019 California statewide building code updates. Codes for new buildings and major modifications are the most cost-effective points at which to install Electric Vehicle charging infrastructure and electric appliances (such as heat pump water heaters) compared to retrofitting existing buildings.
2 Consultant Responsibilities

2.1 Research Existing State and Local Codes
Consultant will research relevant state and local building codes to be developed related to building electrification and EV infrastructure. These codes may serve as models or foundations for the local model reach codes. This research must include both mandate- and incentive-based codes. The key features will be summarized in format easy to review for stakeholders.

2.2 Lead Development of Model Reach Codes
Consultant will work with PCE, the San Mateo County Office of Sustainability (OOS), and SVCE to provide key education to, and take input from, municipalities and other identified stakeholders to draft model reach codes to achieve program objectives. OOS and SVCE will provide facilitation support for their respective territories. The model reach code options must extend and be compliant with California’s 2019 Building Code and are expected to leverage the cost-effectiveness analysis results from the 2019 Statewide Codes & Standards Program, as needed.

Stakeholders to include in the reach code development process will be jointly determined but are anticipated to include elected officials, municipal staff, developers, electric vehicle experts, building electrification experts, Pacific Gas & Electric, building trades, and other members of the community. The facilitated processes for EV infrastructure and for building electrification may be handled separately as deemed appropriate.

The process will include a minimum of one revision and one charette per reach code focus area (i.e. EV and building electrification) and per service territory (PCE and SVCE). It is also anticipated that the final product may include two to four versions of each model reach code with varying levels of stringency. For example, this may include prescriptive or performance-based options for building electrification. The process and schedule will be refined in consultation with the Consultant.

2.3 Identify Tools and Processes for Adoption and Implementation This task includes identifying tools and process improvements to consider for 2.5 and 2.6. This may include but is not limited to:

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PCE 2018 Request for Proposals
a. Adoption tools: This includes template staff reports, findings for local governments to use when submitting Building codes to the California Building Standards Commission for acceptance, and/or other tools needed to move forward with the code adoption process at the local government and State level.
b. Implementation tools: This includes building department training, permit and inspection processes streamlining (including documenting all process efficiencies and benefits enabled by a suite of proposed streamlined permitting processes), educating builder community, and/or other tools needed to move forward with the code implementation process.

Any recommendations and deliverables will be developed with and vetted by the interested municipalities, development community, and other key stakeholders.

2.4 Develop EV Cost-Benefit Analysis
For the EV model codes, Consultant will also carry out an analysis including all costs and benefits – monetary and non-monetary (e.g. emissions impacts) – of the measures included. This will include the incremental construction costs resulting from the reach code (“first costs”). The EV cost-benefit analysis will be developed in a manner consistent with State and industry standards.

Municipalities will be encouraged to utilize the Statewide Codes & Standards program cost-benefit analysis for evaluating the efficacy of the Building Electrification model codes. The Consultant may be requested to provide additional enhanced analysis to supplement the Statewide cost-benefit analysis. If so, this will be treated as technical assistance under item 2.5.

2.5 Provide Technical Assistance to Municipalities for Adoption For each territory (PCE and SVCE), the Consultant will provide technical assistance to interested municipalities for the adoption process, including developing the tools mutually agreed to in 2.3, and which may include presentations or answering technical questions at Commissions and Councils. PCE and SVCE have a total of thirty-four jurisdictions (21 and 13, respectively). The Consultant should assume that all municipalities will participate, however, only a subset of municipalities may participate in the reach code development and adoption process.

2.6 Provide Technical Assistance to Municipalities for Code Implementation For each territory (PCE and SVCE), the Consultant will provide technical assistance to municipalities for the implementation process, including developing the tools mutually agreed to in 2.3, and which may include staff training sessions as requested.
3 Timing
All work must be completed with sufficient time for municipalities to execute ordinances in 2019 that will go into effect on January 1st, 2020.
4 Budgeting
The budget should include fixed costs for tasks 2.1 through 2.4. Tasks 2.5 and 2.6 should be provided as a variable cost (e.g. on a costs per-municipality basis).

Item 1j
Attachment 3
Reimbursement Agreement

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Staff Report – Item 1k
Item 1k: Executive Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Tina Walia, Executive Committee Chair
Date: 9/13/2023
The Executive Committee met August 25, 2023 and heard discussion items from staff on the FY 23-24 strategic focus areas, an update on virtual power plants and potential plans for 2024, and a program snapshot on commercial and industrial program offerings.

CEO Girish Balachandran provided an update on the FY 23-24 Strategic Focus Areas, which included: Expand Clean and Reliable Grid Actions; Expand Customer Base & Interaction; Accelerate Building & Transportation Electrification; Implement Innovative Financing Solutions; and Attract & Retain Employees. CEO Balachandran noted the focus areas were the same as presented at the June board meeting, with one addition under the Attract & Retain focus area to include the hiring of a CEO. The item was identified as a discussion item, and committee members were in consensus to support staff presenting the focus areas to the Board of Directors for approval at the September Board of Directors meeting.

Don Bray, Director of Strategic Development, presented information on virtual power plants (VPP), and how SVCE could refine its approach to VPP in the future to help shape customer demand to match low-cost supply.

The topic was especially engaging for committee members in thinking about the bigger picture in how to further support SVCE’s mission and meet future electrification goals.

Adam Selvin, Director of Energy Services and Community Relations, shared a presentation on commercial and industrial programs, which included information on the Small-to-Medium Business Rebates, a future commercial and industrial strategic energy management for decarbonization program for large commercial and industrial SVCE customer facilities, and a highlight of SVCE’s Electrification Discount Rate (E-ELEC).

Materials from this meeting can be found on SVCE’s website: SVCE Executive Committee Meeting, August 25, 2023
The regularly scheduled September 22, 2023 Executive Committee meeting will be cancelled. The next meeting of the Executive Committee is scheduled for October 27, 2023 at 10:00 a.m.; materials will be posted no later than 72 hours in advance of the meeting.

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Staff Report – Item 1l
Item 1l: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Girish Balachandran, CEO
Date: 9/13/2023
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings, this is to report CC Power held a regular board meeting on Wednesday, August 16, 2023.

Attached is a summary report from General Manager Alex Morris; materials from the August board meeting can be found here on the CC Power website: CC Power Meeting, 8/16/23 The next meeting of the board will be September 20, 2023 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/ ATTACHMENTS:

1. CA Community Power Board Meeting Summary from General Manager Alex Morris, August 16, 2023 Item 1l
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California Community Power
901 H St, Ste 120 PMB 157, Sacramento, CA 95814 | cacommunitypower.org A Joint Powers Agency whose members are:

Central Coast Community Energy | CleanPowerSF | East Bay Community Energy | MCE | Peninsula Clean Energy | Redwood Coast Energy Authority | San José Clean Energy | Silicon Valley Clean Energy | Sonoma Clean Power | Valley Clean Energy
TO: CC Power Board of Directors and Alternates DATE: 8/16/2023 FROM: Alex Morris – General Manager
SUBJECT: Report on CC Power Regular Board of Directors Meeting – August 16, 2023 The CC Power Board of Directors held its regularly scheduled meeting on Wednesday, August 16, 2023, via Zoom. Details on the Board packet, presentation materials, and public comment letters can be found under the Meetings tab at the CC Power website: Meetings and Agendas – ca community power
Highlights of the meeting included the following:
• Matters subsequent to posting the Agenda. None.
• Public Comment. None.
• Consent Agenda - The Board approved the following items:
o Minutes of the Regular Board Meeting held on June 21, 2023. o Adoption or provider for 401(a) Defined Contribution Plan and 457(b) Deferred Compensation Plan, in line with CC Power Benefits package as approved June 21, 2023.
• General Manager Report – the Board reviewed updates regarding multiple areas of CC Power’s operations, including: i) CC Power’s Getting It Built Right event, scheduled for November 3, 2023, ii) planning and preliminary actions related to a future CC Power Request for Offers for CA Offshore Wind, with RFO anticipated to occur in 2025-2027, iii) research findings and likely areas for CC Power project exploration due to the Inflation Reduction Act, iv) new participation policies for member staff and v) up-and-coming work areas, in line with the CC Power Strategic Plan.
• Discussion of Any Individual Member Items – none
Item 1l
Attachment 1

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Staff Report – Item 1m
Item 1m: Additional Committee Reports
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 9/13/2023
There are no reports for the 1) Audit Committee, 2) Finance and Administration Committee, and 3) Legislative Response to Industry Transition 2023 Ad Hoc Committee as they have not met since the last report.

The next meeting of the Audit Committee will be Tuesday, September 19, 2023, at noon, and the next Finance and Administration Committee meeting will be Tuesday, October 3, 2023 at 2:00 p.m.; the next meeting of the Legislative Response to Industry Transition 2023 Ad Hoc Committee will be scheduled based on member availability.

Item 1m

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Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Girish Balachandran, CEO
Date: 9/13/2023
REPORT
Staff Updates
On September 11, 2023, Julianne Miller joined Silicon Valley Clean Energy as the Community Outreach Fellow, through the Climate Corps fellowship program. Julianne will work on the agency’s annual education initiatives, such as the Education Fund and scholarship competition, among other outreach support. Julianne most recently worked as a special education teacher at elementary schools in the Bay Area. She has a Master’s in Education from National University and a Bachelor’s Degree in Environmental Studies from NYU.

Sophia Zhang joined SVCE on September 11, 2023 as a Power, Policy, Planning, Procurement, Regulatory and Operations Fellow with SEI Climate Corps. Prior to SVCE, Sophia was a Management Consulting intern for Arthur D. Little, working with the Energy & Utilities and Information Technology teams. Sophia also has experience in sustainability consulting, product marketing, and market research as a student consultant for Intel, REI, eBay, and Western Digital. Sophia graduated from the University of California, Berkeley with a B.S. in Environmental Economics & Policy and a minor in Political Economy.

Personnel Officer Update
As announced at the August board meeting, we had three internal promotions for the following staff: 1) Bena Chang, former Senior Government Affairs Manager and now Director of Government and Legislative Affairs; 2) Pamela Leonard, former Senior Communications Manager and now Deputy Director of Marketing and Communications; and 3) Nik Zanotto, former Manager of IT and Administrative Services and now Senior Manager of IT and Administrative Services.

An offer has been made and accepted for the position of Director of Human Resources, and the new employee will be introduced at the October board meeting. SVCE has five posted positions, one being Chief Executive Officer, which are posted to SVCE’s website: Current Job Openings 2022 Greenhouse Gas Emissions Update
An analysis of 2022 Greenhouse Gas (GHG) emissions has been completed by staff. Slides summarizing the findings are attached to this report. In addition to the attached slides, additional information regarding the 2022 analysis is provided below.

The 2022 energy- and transportation-related emissions for the SVCE service territory was 3.08 million MT CO2e.

The analysis shows that 2022 emissions are 23.4% lower than the base year’s 2015 emissions, returning to 2019 emission levels. Driving factors include:
• While SVCE continues to meet its goals of providing electricity from renewable and clean sources, emissions ascribed to a geothermal facility that SVCE contracts with for renewable and reliable baseload power increased the emissions intensity for GreenStart to 72 lbCO2/MWh compared to 2.34 Item 2
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Agenda Item: 2 Agenda Date: 9/13/2023

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lbCO2/MWh in 2019 and 18 lbCO2/MWh in 2021. This resource helps achieve state-mandated reliability goals. While total electricity consumption from 2022 was lower than 2019’s consumption and similar to 2021’s consumption, the emissions of electricity was higher for 2022 compared to both years. o Compared to 2019, in 2022 there was a 7% decrease in electricity consumption but a 42% increase in emissions associated with electricity.
o Compared to 2021, in 2022 there was a 2% decrease in electricity consumption but a 90% increase in emissions associated with electricity.
• On-road vehicle miles traveled has increased about 10% from 2021 to 2022 due to continued recovery from COVID.

The team is also congruently working on updates to the GHG models and methods for the historical emissions analysis to provide a more robust GHG modeling capabilities to track emissions trends more closely as SVCE continues to help decarbonize the community.

Tariffed On-Bill Pilot Program Proposal Recognition
SVCE is proud to share that our proposal for a tariffed on-bill (TOB) financing pilot submitted to the CPUC’s Clean Energy Financing proceeding in spring 2022 received a special shout out from Commissioner Darcie Houck. In a CPUC press release issued August 10th, Commissioner Houck applauded SVCE’s non-debt based proposal designed with robust consumer protections. TOB financing is promising because it is one of the few financing mechanisms that can support rental property electrification – critical to address low-and-moderate income renters as we work to leverage private capital to support decarbonization efforts at scale. The SVCE pilot, if approved by the CPUC in 2024, would serve as a template for future, larger TOB programs in California. While the SVCE TOB pilot is still pending final approval from SVCE Board, our efforts in this area were enabled by the Board’s approval of $5M for “accessible financing” in March 2022 under the Double Down funding allocation. SVCE’s submitted proposal is available here.

Single-Family Home Electrification Program Update
SVCE has been coordinating with Peninsula Clean Energy (PCE) to scope out a Single Family Electrification Program. The Program would provide single-family homes with no- or low-cost turnkey home electrification services and an emergency water heater replacement service. Through the Program, single-family homeowners would use CCA-selected contractors to make electrification upgrades, rather than having to go through the process of identifying and vetting contractors, getting quotes, and applying for incentives themselves. This concept would add a layer of ease for interested single-family homeowners on top of SVCE's existing FutureFit Homes incentives and the upcoming Concierge support. PCE issued an RFP for this program in late August to find a program administrator and team of contractors. SVCE is participating in the evaluation process for PCE and may later choose to piggyback on PCE's selection to have the selected vendor provide similar services in SVCE territory. Staff expects to bring this program concept and possibly a vendor contract to the Board for approval towards the end of the year.

CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) ADM, Task Order: Program Design Consultant for Evaluation, Measurement & Verification, not to exceed $16,150
2) Wilson Sonsini Goodrich & Rosati, Amendment: Legal Services, extension of end date to 9/30/24 3) Claremont Partners, Inc., Agreement: Human Resources Services, not to exceed $31,332, 10/1/23 – 9/30/24
4) PFM Financial Advisors, Amendment: Financial Advisors Services, extends date to 9/30/24 5) Bryce Consulting, Agreement: Human Resources Consulting Services, not to exceed $34,500, 10/1/23 – 9/30/24
6) City of Los Altos, Agreement: Capital Projects Grant, not to exceed $125,713, ends 12/31/24 7) MRW, Amendment: IRP Development Services, extends date to 11/30/24 Item 2
Agenda Item: 2 Agenda Date: 9/13/2023

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8) PowerMC, Amendment: Business Process Optimization, not to exceed $424,184, extends date to 9/30/24, approved at August board meeting
9) The Ferneborg Group, Agreement: CEO Search Committee, not to exceed $10,000 Item 2

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CEO Power Supply Agreements Executed
Counterparty Name Execution/Effective
Date
Transaction
Type Product Start Date End Date Notional Value
Shell Energy North America 1/11/2023 Sale Resource Adequacy 4/1/2023 4/30/2023 $200,000 Morgan Stanley Capitol Group 8/11/2023 Purchase Resource Adequacy & Carbon-Free Energy 6/1/2024 9/1/2024 $7,661,750
San Diego Community Power 8/22/2023 Sale Resource Adequacy 10/1/2023 10/31/2023 $80,500 These agreements are included in the Board packet as Appendix A.

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Silicon Valley Clean Energy Board of DirectorsSeptember 13, 2023

Silicon Valley Clean Energy Board of Directors
September 13, 2023