Agenda packet — Silicon Valley Clean Energy Board of Directors, October 11, 2023 (part 1 of 5)

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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, October 11, 2023
7:00 pm
Cupertino Community Hall
10350 Torre Avenue
Cupertino, CA
2302 Zanker Road
San Jose, CA
Teleconference Meeting
Webinar:
https://cityofcupertino.zoom.us/j/99156454017
Telephone (Audio Only):

US: +1 669-900-6833
Webinar ID: 991 5645 4017
Members of the public may also attend this meeting in person, or observe this meeting electronically by accessing the meeting via instructions above. Public Comments can be sent in advance of the meeting via email up to three hours before the meeting begins to Board Clerk Andrea Pizano at [email protected] and will be distributed to the Board of Directors. The public will also have an opportunity to provide comments during the meeting. Members of the public participating remotely and using Zoom may comment during public comment or the applicable agenda item by using the Raise Hand feature and you will be recognized by the Chair. Those using the telephone (audio only) feature should press star 9 on your phones to initiate the “Raise Hand” function in Zoom. You will then be announced, unmuted, and your time to speak will begin.

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

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

AGENDA
SILICON VALLEY <3/ CLEAN ENERGY

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

Consent Calendar (Action)
1a) Approve Minutes of the September 13, 2023, Board of Directors Meeting 1b) Receive August 2023 Treasurer Report
1c) Adopt FY24 Strategic Work Plan
1d) Receive FY23 Q4 Decarbonization Strategy and Programs Quarterly Report
1e) Authorize the Chief Executive Officer to Execute a 3-Year Agreement with Itron, Inc. for Long-term Load Forecast and Software 1f) Audit Committee Report
1g) Finance and Administration Committee Report
1h) California Community Power Report
1i) Additional Committee Reports
Regular Calendar
2) CEO Report (Discussion)
3) Authorize the Chief Executive Officer to Execute Agreements with Firms Providing Services to Enable SVCE to Execute its Third Prepay and to Execute the Power Supply Contract with the California Community Choice Financing Authority and Related Supporting Agreements (Action) 4) Study Session: Decarbonization Programs and Policy Overview of Residential Buildings (Discussion)
SILICON VALLEY <3/ CLEAN ENERGY

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SILICON VALLEY

CLEAN ENERGY

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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

DRAFT MEETING MINUTES
Call to Order:

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

Prior to Roll Call, Director Mohan made a statement that she was appearing remotely pursuant to AB 2449 under the Just Cause provision because she was unable to attend in person due to a physical disability that could not be accommodated. Director Mohan noted there were no other individuals present in the room with her.

Roll Call

Present:

George Tyson (Chair), Los Altos Hills
Tina Walia (Vice Chair), Saratoga
Elliot Scozzola, Campbell
Sheila Mohan, Cupertino (Participated via teleconference) Zachary Hilton, Gilroy (Participated via teleconference) Sally Meadows, Los Altos
Rob Rennie, Los Gatos
Bryan Mekechuk, Monte Sereno
Yvonne Martinez Beltran, Morgan Hill (Participated via teleconference) Margaret Abe-Koga, Mountain View (Arrived at 7:13 p.m.) Murali Srinivasan, Sunnyvale
Otto Lee, Santa Clara County

Absent:

Evelyn Chua, Milpitas
Public Comment on Matters Not Listed on the Agenda
No speakers.

Item 1a Draft Minutes: Sept. 13, 2023 SVCE BOD Meeting

SILICON VALLEY

CLEAN ENERGY

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Consent Calendar
Trisha Ortiz, General Counsel, announced prior to taking action, the Brown Act requires a verbal report of a summary of an adoption of a salary schedule or compensation paid to an agency executive. General Counsel Ortiz reported that on the Consent Calendar there were two items that needed to be summarized:

Item 1c) Approve Amendment No. 6 to Employment Agreement for Chief Executive Officer, that extends the contract, includes two terms related to compensation, provides for reimbursement of travel expenses, and provides for a $50,000 retention payment, and
Item 1d) Adopt Salary Scale for Chief Executive Officer, with a proposed salary schedule of $325,000 to $450,000.
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 1k) Executive Committee Report
1l) California Community Power Report
1m) Audit Committee Reports
MOTION: Director Mekechuk moved and Director Martinez Beltran seconded the motion to approve the Consent Calendar, Items 1a through 1m.

Chair Tyson opened public comment.

No speakers.

Chair Tyson closed public comment.

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

Regular Calendar
2) CEO Report (Discussion)
Chair Tyson announced that since the last meeting, CEO Girish Balachandran announced his intention to retire effective March 2024.

CEO Balachandran’s report included the following:
1) 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 Announcement of the hiring of a new Human Resources Director who would be introduced at the next Board meeting;
Item 1a Draft Minutes: Sept. 13, 2023 SVCE BOD Meeting

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2) An announcement that CEO Balachandran would be on vacation for the month of October, where COO Monica Padilla would serve as Acting CEO.
3) Introduction of new SVCE employees:

Joey Lande, Energy Services Principal,
Juli Miller, ESCR Climate Corp Fellow, and
Sophia Zhang, 4PRO Climate Corp Fellow
All provided brief welcome comments.
4) An update from Director of Government and Legislative Affairs, Bena Chang, on the Budget Trailer Bill on reliability, who responded to board member questions; 5) Highlight of SVCE’s 2022 GHG Inventory Update from Rebecca Fang, Manager of Data and Analytics and Justin Zagunis, Director of Decarbonization Programs and Policy, who responded to board member questions regarding the results.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.
3) Update on Strategic Plan and Adopt FY24 SVCE Focus Areas (Action) CEO Balachandran presented an update on the Strategic Plan and proposed focus areas, noting there had been one addition from the last presentation in June under Attract and Retain Employees (Hire a new CEO).

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Director Mekechuk moved and Vice Chair Walia seconded the motion to adopt the FY24 Strategic Focus Areas:

Expand Clean and Reliable Grid Actions;
Expand Customer Base & Interaction;
Accelerate Building & Transportation Electrification;
Implement Innovative Financing Solutions; and
Attract & Retain Employees
The motion carried by verbal roll call vote with Director Chua absent. 4) Adopt the FY 2023-24 Recommended Operating Budget and Updated Reserves Policy (Action)
Amrit Singh, CFO and Director of Administrative Services, provided a presentation on the FY 23-24 recommended operating budget and revised reserves policy. The main areas of discussion in the presentation were to recap the budget process and timeline, recap key messages, and review the recommended budget.

Staff responded to board member questions and comments regarding electricity prices and the proposed reserve target change from 285 days cash on hand to 300.

Chair Tyson opened Public Comment.

No speakers.

Chair Tyson closed Public Comment.

MOTION: Director Martinez Beltran moved and Director Abe-Koga seconded the motion to adopt Resolution 2023-16 approving the fiscal year 2023-24 Operating Budget and approve the updated Reserves Policy that increases the reserve target from 285 days of cash on hand to 300.

Item 1a Draft Minutes: Sept. 13, 2023 SVCE BOD Meeting

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

Board Member Announcements and Future Agenda Items
Director Meadows thanked Director of Decarbonization Programs and Policy Zagunis for attending the Los Altos Hills City Council Meeting on September 12, 2023 to present the Electric Showcase Award.

Vice Chair Walia thanked CEO Balachandran for attending the September 6, 2023 Saratoga City Council Meeting and noted it was good to have a presentation for the Electric Showcase Award at the beginning of the meeting for awareness to other members of the public in attendance at the meeting.

CEO Balachandran thanked SVCE staff members Michaela Pippin, Pamela Leonard, and Bena Chang for their work on coordinating the Electric Showcase Award presentations at member agency council meetings.

Director Mekechuk announced the City of Monte Sereno’s picnic was held August 27, 2023, and noted residents learned a lot about SVCE and the move to clean energy, and commented SVCE’s fiscal year would be ending September 30, 2023 and SVCE’s Audit Committee would be meeting September 19, 2023. CEO Balachandran thanked SVCE staff member Juliette Pascual for her work at the picnic and noted SVCE’s Ford F-150 Lightning Electric Truck was at the picnic and would also be brought to the next board meeting in October.

Director Lee announced on October 14, 2023, Santa Clara County would be hosting a free community event, Day on the Bay, in Alviso from 10am – 3pm; Director Lee thanked SVCE for sponsoring the solar stage. Director Lee shared his positive experience in using an induction cooktop, which he noted is his new favorite appliance.

Director Martinez Beltran announced the City of Morgan Hill held a groundbreaking ceremony September 12, 2023 for its new all-electric fire station, and shared her gratitude to SVCE for the grant that contributed to funding the project.

Alternate Director Srinivasan thanked CEO Balachandran for attending the City of Sunnyvale’s City Council meeting September 12, 2023 to present the Electric Showcase Awards.

CEO Balachandran announced there will be an Electric Homes Tour on October 14, 2023, the same day as Director Lee’s event, and noted an invitation had been sent to board members.

Chair Tyson announced that the Closed Session item scheduled for the evening, Public Employee Appointment, Title: Chief Executive Officer, would not be heard.

Adjourn
Chair Tyson adjourned the meeting at 8:11 p.m.

ATTEST:
_____________________________
Andrea Pizano, Board Secretary
Item 1a Draft Minutes: Sept. 13, 2023 SVCE BOD Meeting
1 TREASURER REPORT
Fiscal Year to Date
As of August 31, 2023
(Preliminary & Unaudited)
Issue Date: October 11, 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
Certificate of Compliance 14
SVCE Managed Account & Security Transactions 15-16
Item 1b
©

SILICONVALLEY

CLEAN ENERGY
2 Item 1b

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights* ($ in millions)
August 31, 2023

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Balance Sheet Highlights:
> SVCE operations resulted in a change in net position of $541 thousand for the month of August and $105.6 million for fiscal-year-to-date (FYTD).* > Total Net Position increased further to $318.3 M
> SVCE is investing -95% of available funds generating FYTD interest/dividend income of $7.4 million.

Change in Net Position*
318.3 M 350 M
O
O o
o
Net Position (Right Y-Axes) MidYear Budget (Left Y-Axis) Actual (Left Y-Axes) o>
c
0»
<D
z
a>
z
Oct Nov Dec Jan Feb Mar Apr May June July Aug Sept
’Does not yet recognize unspent program dollars
**For reconciliation purposes, budget numbers include actual program expenses and depreciation, exclude GASP 87 expenses •Adjusted to reflect Mid-year budget adjustments and additional program funding SVCE Yield-bearing Accounts:

Combined Ending Balance 249.3 M
Total Interest/Div. Earned FYTD 7.3 M
Average Return On Investments** 5.2%
’
Includes River Bank accounts - Money Market, Collateral and ICS; CAMP; PFM Portfolio ”Average annualized Yield for the current month
SVCE Accounts
River City Bank
Accounts
10%
$ 1,600 K
$ 1,440 K
$ 1,280 K
$ 1,120 K
$960 K
$800 K
$640 K
$480 K
$320 K
$ 160 K
$0K
Investment Income*
$ 7,500 K
$ 6,750 K
$ 6,000 K
$ 5,250 K
$ 4,500 K
$ 3,750 K
$ 3,000 K
$ 2,250 K
$ 1,500 K
$750 K
$0K
Actual Cumulative Budget Actual
’Includes investment income from SVCE Yield-bearing accounts plus interest on cash collateral 3

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Summary of Actual Results vs. Budget (includes allocated but unspent program dollars):
> FYTD operating margin of $117.8 million or 26.1% is slightly above amended budget expectations of 25.6% operating margin for the fiscal year to date. > FYTD Power Supply costs are -4.3% below mid-year budget. > Retail GWh sales for the month and FYTD landed -4.9% and -1.3% below budget respectively.

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

Revenue 55.4 M 59.1 M -6.4% 451.7 M 468.8 M -3.7%
Power Supply Cost 54.1 M 45.4 M 19.0% 333.9 M 348.9 M -4.3% Operating Margin 1.3 M 13.7 M -90.5% 117.8 M 119.9 M -1.7% Operating Expenses (ex Power) 1.7 M 2.3 M -26.5% 18.1 M 25.3 M -28.2% Other Non-Op. Expen. (Income) -1.3 M -0.4 M 204.3% 117.8 M 119.9 M -1.7% Net Increase in Available Fund
Balance 0.9 M 11.8 M -92.3% 74.8 M 63.6 M 17.6%
Customer Load Statistics:

Total Accounts 278,143
Opt-Out Accounts (Month) 74
Opt-Out Accounts (FYTD) 857
Opt-Up Accounts (Month) (2)
Opt-Up Accounts (FYTD) (35)
Program Funds:

General Program Fund
CRCR Fund*
Electrification Discount Fund
* Customer Relief and Community Resilience Fund
** The financial results in this report are preliminary and subject to change pending closing of the books for the fiscal year. Any potential changes are not expected to be significant. $ - $ 9,500,000 $ 9,500,000 $ -
January - the variance mainly reflects a big drop in prices from December'22 to January'23 resulting in $21.5M net power cost savings comparing to MY Budget estimations
$ 28,536,229 $ 47,195,691 $ 21,165,000 $ 2,505,538
$ 7,982,993 $ 8,479,118 $ 3,600,000 $ 3,103,875
Staffing vacancies, underrunning professional services, and lower marketing expenses Reflects higher Interest Income
Beginning Balance End Balance YTD Contributions YTD Expenditures Significantly higher RA prices and energy hedging costs offset by lower net open position FYTD. -13%, -7% and -5% lower than budgeted customer load for June, July and August respectively.

SILICON VALLEY CLEAN ENERGY AUTHORITY
Financial Statement Highlights** ($ in millions)
August 31, 2023
August 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, August - lower than estimated customer load due to below historic-average temperatures; significantly higher RA prices and energy hedging costs.
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
-10,930 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 Aug
Net Increase in Available Fund Balance
Comparing Actuals to Mid-Year Budget
250,207 250,655
27,507 27,488
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 Aug
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 August 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

94.0%
Personnel

2.5% Contract
Services

2.5%
G & A

0.9%
Depreciation

0.2%
YTD Operating Expenses
Item 1b
4 SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF NET POSITION
As of August 31, 2023
ASSETS
Current Assets
Cash & Cash Equivalents $ 260,576,105
Accounts Receivable, net of allowance 44,427,240
Investments 17,515,530
Accrued Revenue 32,363,865
Other Receivables 4,403,931
Prepaid Expenses 1,478,845
Deposits 25,580,781
Restricted cash 163,580
Total Current Assets 386,509,877
Noncurrent assets
Capital assets, net of depreciation 419,639
Investments 26,981,000
Lease asset, net of amortization 882,750
Deposits 45,130
Total Noncurrent Assets 28,328,519
Total Assets 414,838,396

LIABILITIES
Current Liabilities
Accounts Payable 809,925
Accrued Cost of Electricity 75,752,948
Other accrued liabilities 2,256,400
User Taxes and Energy Surcharges due to other
gov'ts 1,647,528
Supplier security deposits 8,051,250
Lease liability 506,306
Total Current Liabilities 89,024,357
Noncurrent Liabilities
Supplier security deposits 7,100,000
Lease liability 446,491
Total noncurrent liabilities 7,546,491
Total Liabilities 96,570,848

NET POSITION
Net investment in capital assets 349,592
Restricted for security collateral 163,580
Unrestricted (deficit) 317,754,376
Total Net Position $ 318,267,548
Item 1b
5 SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2022 through August 31, 2023

OPERATING REVENUES
Electricity Sales, Net $ 450,603,547
GreenPrime electricity premium 1,323,262
Liquidated damages 1,134,600
Other income 47,406
TOTAL OPERATING REVENUES 453,108,815

OPERATING EXPENSES
Cost of Electricity 333,879,309
Contract services 9,346,559
Staff compensation and benefits 8,786,323
Other operating expenses 3,048,837
Depreciation 567,752
TOTAL OPERATING EXPENSES 355,628,780
OPERATING INCOME(LOSS) 97,480,035

NONOPERATING REVENUES (EXPENSES)
Grant income 716,553
Interest Income 7,412,262
Financing costs (24,824)
TOTAL NONOPERATING REVENUES (EXPENSES) 8,103,991
CHANGE IN NET POSITION 105,584,026
Net Position at beginning of period 212,683,522
Net Position at end of period $ 318,267,548
Item 1b
6 CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers $ 464,675,508
Receipts from liquidated damages 1,134,600
Other operating receipts 28,883,263
Payments to suppliers for electricity (333,572,162)
Payments for other goods and services (13,551,982)
Payments for staff compensation and benefits (8,525,099) Tax and surcharge payments to other governments (7,707,075) Net cash provided (used) by operating activities 131,337,053

CASH FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES
Grant revenue received 716,553
Finance costs paid (1,925)
Net cash provided (used) by financing activities 714,628

CASH FLOWS FROM CAPITAL AND RELATED

FINANCING ACTIVITIES
Payments of lease liability (464,245)
Acquisition of capital assets (188,270)
Net cash provided (used) by capital and related
financing activities (652,515)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (44,496,530)
Interest income received 6,001,276
Net cash provided (used) by investing activities (38,495,254) Net change in cash and cash equivalents 92,903,912
Cash and cash equivalents at beginning of year 167,835,773 Cash and cash equivalents at end of period 260,739,685 $ Reconciliation to the Statement of Net Position
Cash and cash equivalents (unrestricted) 260,576,105 $
Restricted cash 163,580
Cash and cash equivalents $ 260,739,685

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF CASH FLOWS
October 1, 2022 through August 31, 2023
Item 1b
7 Operating Income (loss) 97,480,035 $
Adjustments to reconcile operating income to net cash
provided (used) by operating activities
Depreciation expense 567,752
(Increase) decrease in accounts receivable 11,235,982
(Increase) decrease in other receivables (2,911,231)
(Increase) decrease in accrued revenue (6,855,167)
(Increase) decrease in prepaid expenses (500,917)
(Increase) decrease in current deposits (5,015,460)
Increase (decrease) in accounts payable (197,883)
Increase (decrease) in accrued cost of electricity 33,728,412 Increase (decrease) in accrued liabilities 1,162,325
Increase (decrease) in energy settlements payable 5,969,674 Increase (decrease) in taxes and surcharges due to other governments (46,469) Increase (decrease) in supplier security deposits (3,280,000) Net cash provided (used) by operating activities 131,337,053 $

CASH PROVIDED (USED) BY OPERATING ACTIVITIES

SILICON VALLEY CLEAN ENERGY AUTHORITY
STATEMENT OF CASH FLOWS (Continued)
October 1, 2022 through August 31, 2023

RECONCILIATION OF OPERATING INCOME (LOSS) TO NET
Item 1b
8 FYTD FYTD FY 2022-23 FY 2022-23
OPERATING REVENUES Actual Budget $ % Budget Remaining Budget Energy Sales $449,214,412 $467,811,683 -$18,597,271 -4% $522,853,000 $73,638,588 Green Prime Premium 1,323,262 977,696 $345,566 35% 1,055,000 (268,262) Liquidated damages 1,134,600 - $1,134,600 n/a - -
Other Income 49,806 45,833 3,973 9% 50,000 194
TOTAL OPERATING REVENUES 451,722,080 468,835,212 (17,113,132) -4% 523,958,000 73,370,520

ENERGY EXPENSES
Power Supply 333,879,309 348,938,209 (15,058,900) -4% 392,436,000 58,556,691 Operating Margin 117,842,771 119,897,003 (2,054,232) -2% 131,522,000 14,813,829

OPERATING EXPENSES
Data Management 2,729,813 3,128,125 (398,312) -13% 3,413,000 683,187 PG&E Fees 1,081,148 1,347,500 (266,352) -20% 1,470,000 388,852 Salaries & Benefits 8,786,323 10,344,473 (1,558,150) -15% 11,285,000 2,498,677 Professional Services 2,868,888 7,371,131 (4,502,243) -61% 8,016,000 5,147,112 Marketing & Promotions 613,416 790,968 (177,552) -22% 862,000 248,584 Notifications 153,344 120,313 33,031 27% (22,344) 131,000 Lease 475,219 481,250 (6,031) -1% 525,000 49,781
General & Administrative 1,436,488 1,702,374 (265,886) -16% 1,857,000 420,512 TOTAL OPERATING EXPENSES 18,144,639 25,286,134 (7,141,495) -28% 27,559,000 9,414,361 OPERATING INCOME/(LOSS) 99,698,132 94,610,869 5,087,263 5% 4,264,868 103,963,000

NON-OPERATING REVENUES
Investment Income 7,412,262 3,416,076 3,996,186 117% 3,870,000 (3,542,262) TOTAL NON-OPERATING REVENUES 7,412,262 3,416,076 3,996,186 117% 3,870,000 (3,542,262)

NON-OPERATING EXPENSES
Financing 1,925 2,750 (825) -30% 3,000 1,075

CAPITAL EXPENDITURES, TRANSFERS,
& OTHER
Capital Outlay 188,270 183,333 4,937 3% 11,730 200,000
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 32,347,582 34,448,333 (2,100,751) -6% 34,465,000 2,117,418

NET INCREASE(DECREASE) IN AVAILABLE
FUND BALANCE $74,760,887 $63,575,862 $11,185,025 18% $73,365,000 Variance

SILICON VALLEY CLEAN ENERGY AUTHORITY

BUDGETARY COMPARISON SCHEDULE
October 1, 2022 through August 31, 2023
Item 1b
9 ADOPTED ACTUAL/

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

Program expenditures* 15,007,082 2,505,538 12,501,544 16.7% Net increase (decrease) in fund balance 6,157,918 $ $18,659,462 Fund balance at beginning of period 28,536,229
Fund balance at end of period $47,195,691

ADOPTED ACTUAL/

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

Customer bill relief credit 3,600,000 2,105,688 1,494,312 58.5% Other program expenditures 3,119,875 998,187 2,121,688 32.0% Total Program expenditures 6,719,875 3,103,875 3,616,000 Net increase (decrease) in fund balance (3,119,875) $ 2,601,813 Fund balance at beginning of period 7,982,993
Fund balance at end of period $10,584,806

ADOPTED ACTUAL/

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

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

ELECTRIFICATION DISCOUNT FUND

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

SILICON VALLEY CLEAN ENERGY AUTHORITY

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

CUSTOMER RELIEF & COMMUNITY RESILIENCY FUND

PROGRAM FUND
BUDGETARY COMPARISON SCHEDULE*
October 1, 2022 through August 31, 2023
Item 1b
10 Item 1b

SILICON VALLEY CLEAN ENERGY AUTHORITY

OPERATING FUND

BUDGET RECONCILIATION TO STATEMENT OF

REVENUES, EXPENSES AND CHANGES IN NET POSITION
October 1, 2022 through August 31, 2023
Net Increase (decrease) in available fund balance
per budgetary comparison schedule $ 74,760,887
Adjustments needed to reconcile to the changes
in net position in the Statement of Revenues,
Expenses and Changes in Net Position
Subtract depreciation expense
Subract program expense not in operating budget
Add back GASB 87 expenses not in operating budget
Add back transfer to Program fund
Add back capital asset acquisition
Change in Net Position
(567,752)
(3,503,725)
441,346
34,265,000
188,270
105,584,026
11 October November December January February March April May June July August September YTD

OPERATING REVENUES
Electricity sales, net 35,283,024 $ 33,596,659 $ 39,756,116 $ 42,320,931 $ 40,149,296 $ 40,246,959 $ 33,407,866 $ 37,591,795 $ 44,585,837 $ 48,413,010 $ 55,252,054 $ 450,603,547 $ Green electricity premium 133,572 123,147 130,539 120,693 101,229 127,670 107,631 116,789 131,297 110,751 119,944 1,323,262 Liquidated damages - - - - - - - - 1,134,600 - - 1,134,600 Other Income 2,250 15,255 - 2,250 5,651 2,750 1,000 3,500 3,000 7,250 4,500 47,406 Total operating revenues 35,418,846 33,735,061 39,886,655 42,443,874 40,256,176 40,377,379 33,516,497 37,712,084 45,854,734 48,531,011 55,376,498 - 453,108,815

OPERATING EXPENSES
Cost of electricity 23,218,378 21,819,493 35,364,953 35,834,118 26,012,142 25,276,392 20,879,201 20,825,057 28,176,368 42,397,025 54,076,182 333,879,309 Staff compensation and benefits 656,536 673,219 792,543 742,292 723,137 787,636 861,508 945,539 871,530 857,057 875,326 8,786,323 Data manager 265,853 265,687 265,535 265,615 266,006 266,325 266,110 266,680 267,286 267,340 67,376 2,729,813 Service fees - PG&E 98,200 98,021 98,152 98,182 98,159 98,157 98,346 98,412 98,359 98,678 98,482 1,081,148 Consultants and other professional fees 410,507 374,917 575,873 298,921 372,763 700,446 514,729 561,112 551,868 581,451 593,011 5,535,598 Other operating expenses 200,337 182,040 881,981 206,710 (17,169) 220,350 210,747 167,925 399,865 238,213 357,838 3,048,837 Depreciation 50,510 50,510 50,449 50,397 50,866 50,927 51,428 53,208 53,250 53,208 52,999 567,752 Total operating expenses 24,900,321 23,463,887 38,029,486 37,496,235 27,505,904 27,400,233 22,882,069 22,917,933 30,418,526 44,492,972 56,121,214 - 355,628,780 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 (744,716) - 97,480,035

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 1,287,502 7,412,262 Financing costs (2,428) (2,359) (4,010) (2,251) (2,152) (2,083) (2,023) (2,078) (1,884) (1,814) (1,742) (24,824) 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 1,285,760 - 8,103,991 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 $ 541,044 $ - $ 105,584,026 $

SILICON VALLEY CLEAN ENERGY AUTHORITY

STATEMENT OF REVENUES, EXPENSES

AND CHANGES IN NET POSITION
October 1, 2022 through August 31, 2023
Item 1b
12 Ending Balance of SVCE Accounts: Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 208,116,692 $ 221,541,600 $ 227,161,983 $ 70,193,524 $ 66,497,950 $ 45,850,620 $ 23,833,640 $ 43,723,703 $ 26,483,735 $ 42,080,801 $ 29,477,603 $ - 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 $ 166,966,244 $ - PFM Asset Management Investment Portfolio $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 110,067,184 $ - Total Ending Balance $ 208,116,692 $ 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 $ 306,511,031 $ - 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% 3.15% 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% 5.52% 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% 5.34% Average Return On Investments: 0.50% 0.58% 0.85% 3.38% 3.68% 4.31% 4.75% 4.76% 5.02% 4.98% 5.23% Interest Earned Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep River City Bank Accounts $ 67,811 $ 86,193 $ 139,716 $ 54,891 $ 36,841 $ 13,057 $ 24,386 $ 15,153 $ 13,649 $ 18,219 $ 7,858 $ - California Asset Management Program (CAMP) $ - $ - $ - $ 486,848 $ 510,145 $ 724,233 $ 791,314 $ 934,120 $ 975,711 $ 1,105,492 $ 938,383 $ - PFM Asset Management Investment Portfolio $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 328,431 $ - Total Interest/Div. Earned $ 67,811 $ 86,193 $ 139,716 $ 541,738 $ 546,985 $ 737,290 $ 815,701 $ 949,273 $ 989,361 $ 1,123,710 $ 1,274,672 $ - CAMP Portfolio Statistics
As of August 31, 2023
Beginning of the Month Market Value $ 246,027,861
Ending of The Month Market Value $ 166,966,244
Yield at Market 5.52% Weighted Average Maturity (days) 40 PFM Portfolio Statistics
As of August 31, 2023
Portfolio Par Value $ 110,710,831
Portfolio Market Value (icl. Accrued Interest) $ 110,328,431 Yield at Cost 5.34%
Yield at Market 5.30%
Benchmark Yield* 5.03% Weighted Average Maturity (days) 520 *ICE BofA 0-3 Year U.S. Treasury Index
SVCE Investment Policy:
https://svcleanenergy.org/wp-content/uploads/2018/10/FP-08_Investments-Policy-F.pdf

SILICON VALLEY CLEAN ENERGY AUTHORITY

INVESTMENTS SUMMARY
October 1, 2022 through August 31, 2023

67.56%

7.93%

15.75%

8.12%

0.64% 0.00% 0.00%
0%
10%
20%
30%
40%
50%
60%
70%
80%
0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years Maturity Distribution
U.S. Treasury
Bond / Note
22%
Commercial
Paper
10%
CAMP Pool
60% Federal Agency
Commercial
0%
Corporate Note
1%
Certificate of
Deposit
6%
Asset-Backed
Security
1%
SVCE PFM Portfolio Investments
Repurchase
Agreements,

36.5%
Certificates of
Deposit, 28.7%
Commercial
Paper, 33.6% Money Market
Funds, 0.1%
Corporate
Notes, 1.3%
Camp Pool Composition (based on market value)
Item 1b
13 Oct Nov Dec Jan Feb Mar Apr May June July August Sept YTD Retail Sales Actual (GWh) 307 311 341 341 311 334 287 306 297 333 351 3,519 Retail Sales Budget (GWh) 315 308 331 336 295 309 290 313 340 358 369 342 3,565 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% -4.9% -1.3% Customer Participation Rate Res 96.4% 96.4% 96.4% 96.4% 96.3% 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% 96.6% Total Accounts 277,714 277,867 277,956 277,950 278,041 278,106 278,068 278,120 278,095 277,993 278,143 Opt-Out Accounts 74 62 99 126 137 69 77 54 42 43 74 857 Opt-Up Accounts -3 4 -6 -36 8 24 -7 -4 -3 -10 (2) -35

0.10 36.55
SVCE Arrearager Total for customers 31+ days late and 120+ days late Age Summary (as of 9/1/2023) Date Amount
<30 days $45,854,983 High 11/29/2021 $7.99M
<60 days $1,922,036 Low 4/17/2020 $2.54M
<90 days $1,027,506 Current 7/31/2023 $6.6 M
<120 days $646,142
Older $3,019,993
July 2023 FYTD
Bad Debt % (Actual)

0.27%

TOTAL DUE
Bad Debt % (Budget )

0.90%
Accounts Receivable Days
37 Days
$52,470,660

SILICON VALLEY CLEAN ENERGY AUTHORITY

RETAIL SALES, CUSTOMER ACCOUNTS AND AGING REPORT
• 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 $1,244,677 % Revenue 0.12% 0.14% 0.14% 0.25% 0.23% 0.27%
Av./Month (R Axes) $25,713 $34,773 $34,599 $53,288 $73,833 $103,723 $-
$20,000
$40,000
$60,000
$80,000
$100,000
$120,000
$140,000
$-
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000 SVCE Write-offs By Fiscal Year
0 2000000
4000000
6000000
8000000
10000000
12000000
14000000
16000000 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Jan-20 Feb-20 Mar-20 Mar-20 Apr-20 May-20 Jun-20 Jun-20 Jul-20 Aug-20 Aug-20 Sep-20 Oct-20 Oct-20 Nov-20 Dec-20 Dec-20 Jan-21 Feb-21 Mar-21 Mar-21 Apr-21 May-21 May-21 Jun-21 Jul-21 Jul-21 Aug-21 Sep-21 Sep-21 Oct-21 Nov-21 Nov-21 Dec-21 Jan-22 Jan-22 Feb-22 Mar-22 Apr-22 Apr-22 May-22 Jun-22 Jun-22 Jul-22 Aug-22 Aug-22 Sep-22 Oct-22 Oct-22 Nov-22 Dec-22 Jan-23 Jan-23 Feb-23 Mar-23 Mar-23 Apr-23 May-23 May-23 Jun-23 Jul-23 Jul-23 Aug-23 >120 Days 31+ Days
Item 1b
14 Item 1b
Silicon Valley Clean Energy August 31, 2023
Certificate of Compliance
Acknowledged : PFM Asset Management LLC
During the reporting period for the period ended August 31, 2023, the account(s) managed by PFM Asset Management ("PFMAM") were in compliance with the applicable investment policy and guidelines as furnished to PFMAM.

Note: Pre- and post-trade compliance for the account(s) managed by PFM Asset Management is provided via Bloomberg Asset and Investment Management ('AIM'). 15 Item 1b
Managed Account Security Transactions & Interest For the Month Ending August 31, 2023 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Trade Settle Method
BUY
08/16/23 08/17/23 TORONTO DOMINION BANK NY CERT
DEPOS
DTD 08/17/2023 5.850% 07/05/2024
89115BWU0 2,200,000.00 (2,200,000.00) 0.00 (2,200,000.00) 08/16/23 08/17/23 MUFG BANK LTD/NY COMM PAPER
DTD 05/31/2023 0.000% 02/23/2024
62479LBP9 2,250,000.00 (2,183,262.50) 0.00 (2,183,262.50) 08/16/23 08/17/23 US TREASURY N/B NOTES
DTD 10/31/2022 4.375% 10/31/2024
91282CFO9 5,000,000.00 (4,943,750.00) (64,792.80) (5,008,542.80) 08/16/23 08/17/23 US TREASURY N/B NOTES
DTD 06/30/2023 4.625% 06/30/2025
91282CHL8 5,000,000.00 (4,963,867.19) (30,163.04) (4,994,030.23) 08/16/23 08/17/23 US TREASURY N/B NOTES
DTD 07/15/2023 4.500% 07/15/2026
91282CHM6 2,500,000.00 (2,487,402.34) (10,088.32) (2,497,490.66) 08/17/23 08/18/23 BARCLAYS CAPITAL INC COMM PAPER
DTD 06/23/2023 0.000% 03/18/2024
06743UCJ9 2,250,000.00 (2,173,719.38) 0.00 (2,173,719.38) 08/17/23 08/18/23 NATIXIS NY BRANCH COMM PAPER
DTD 04/17/2023 0.000% 01/12/2024
63873JAC4 2,250,000.00 (2,198,641.88) 0.00 (2,198,641.88) 08/17/23 08/18/23 BANK OF MONTREAL CHICAGO CERT
DEPOS
DTD 08/18/2023 5.970% 08/16/2024
06367DC60 2,200,000.00 (2,200,000.00) 0.00 (2,200,000.00) 08/18/23 08/18/23 BANK OF AMERICA NA CERT DEPOS
DTD 08/18/2023 5.720% 01/17/2024
06051WBU7 2,200,000.00 (2,200,000.00) 0.00 (2,200,000.00) 08/18/23 08/18/23 COOPERATIEVE RABOBANK UA COMM
PAPER
DTD 08/10/2023 0.000% 02/14/2024
21687ABE2 2,250,000.00 (2,187,562.50) 0.00 (2,187,562.50) 08/23/23 08/25/23 PRUDENTIAL FUNDING LLC COMM
PAPER
DTD 08/23/2023 0.000% 05/17/2024
74433GEH5 2,250,000.00 (2,156,900.00) 0.00 (2,156,900.00) 08/25/23 08/28/23 US TREASURY N/B NOTES
DTD 08/15/2023 4.375% 08/15/2026
91282CHU8 2,500,000.00 (2,477,441.41) (3,863.79) (2,481,305.20) 08/25/23 08/28/23 US TREASURY N/B NOTES
DTD 11/30/2022 4.500% 11/30/2024
91282CFX4 2,500,000.00 (2,474,707.03) (27,356.56) (2,502,063.59) 08/25/23 08/28/23 US TREASURY N/B NOTES
DTD 05/31/2023 4.250% 05/31/2025
91282CHD6 5,000,000.00 (4,927,734.38) (51,673.50) (4,979,407.88) 08/25/23 08/28/23 US TREASURY N/B NOTES
DTD 12/15/2022 4.000% 12/15/2025
91282CGA3 2,500,000.00 (2,451,464.84) (20,218.58) (2,471,683.42) PFM Asset Management LLC Account 4025-002 Page 11
16 Item 1b
CAi Managed Account Security Transactions & Interest For the Month Ending August 31, 2023 Silicon Valley Clean Energy - SVCE Investment Portfolio - 4025-002 - (12517950) Transaction Type
Trade Settle Security Description CUSIP Par
Principal
Proceeds
Accrued
Interest Total
Realized G/L
Cost
Realized G/L
Amort Cost
Sale
Method
BUY
08/25/23 08/29/23 CARMX 2022-2 A3
DTD 04/28/2022 3.490% 02/16/2027
08/28/23 08/31/23 FHMS K058 Al
DTD 11/09/2016 2.340% 07/01/2026
08/29/23 08/31/23 VISA INC (CALLABLE) CORP NOTES
DTD 12/14/2015 3.150% 12/14/2025
14317HAC5
3137BSP64
92826CAD4
725,000.00
565,176.82
1,000,000.00
(706,166.99)
(536,211.51)
(954,890.00)
(983.99)
(1,102.09)
(6,737.50)
(707,150.98)
(537,313.60)
(961,627.50)
Transaction Type Sub-Total 45,140,176.82 (44,423,721.95) (216,980.17) (44,640,702.12) Managed Account Sub-Total (44,423,721.95) (216,980.17) (44,640,702.12) Total Security Transactions ($44,423,721.95) ($216,980.17) ($44,640,702.12) PFM Asset Management LLC Account 4025-002 Page 12

Page 1 of 2 ends

Staff Report – Item 1c
Item 1c: Adopt FY24 SVCE Strategic Work Plan
From: Monica Padilla, Acting CEO
Prepared by: Sanjay Natu, Internal Operations Program Manager Date: 10/11/2023

RECOMMENDATION
Staff recommends the SVCE Board of Directors adopt SVCE’s detailed Strategic Work Plan. This Strategic Work Plan will guide SVCE toward its mission of reducing dependence on fossil fuels by providing carbon free, affordable, and reliable electricity and innovative programs for the SVCE community.

BACKGROUND
On September 13, 2023, the SVCE Board approved five Strategic Focus Areas to guide the agency through the next fiscal year. These focus areas are also mirrored in the CEO’s annual goals. As part of the multiple discussions with the Board and committees from May through September, it was decided that the Mission and Measure of meeting the mission would not change. The CEO also reported that the detailed work plan would be updated and presented to the Board at the October meeting for approval.

The accompanying document details the goals and measures that comprise the detailed SVCE Strategic Work Plan. The workplan is a living document, managed in monthly meetings and priorities/changes will be discussed quarterly.

The attached SVCE Strategic Work Plan for 2023-24 outlines 25 goals and 84 measures.

The Mission did not change;
The Measure of Meeting the Mission did not change.

The following tables show how the strategic focus areas for the next fiscal year. The second table shows how each of the Board-approved strategic focus areas map to multiple goals and measures in the detailed work plan.
2023–‘24 Strategic Focus Areas
Expand Clean & Reliable Grid Actions
Expand Customer Base & Interaction
Accelerate Building & Transportation Electrification
Implement Innovative Financing Solutions
Attract & Retain Employees
Item 1c
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1c Agenda Date: 10/11/2023

Page 2 of 2 ends

2023–‘24 Strategic Focus Areas Related Strategic Workplan Plan Goals/Measures(G/M)
Expand Clean & Reliable Grid Actions: Explore 24x7
clean energy delivery at scale; evaluate SVCE role in
enhancing distribution and transmission reliability
G4/M1, G6/M1, G12/M1,
G4/M1, G7/M2, G1/M1,
Expand Customer Base & Interaction: Grow non-residential customer base; Expand Offerings & emphasize electrification to all customers
G3/M1, G11/M4, G12/M4,
G12/M5, G12/M6, G12/M1,
G12/M2, G10/M1, G12/M7,
G14/M6
Accelerate Building & Transportation
Electrification: Accelerate deployment of currently
adopted decarbonization strategies and goals;
evaluate and capitalize on federal and state funding
opportunities
G14/M1, G14/M2, G14/M4,
G14/M7, G11/M5, G13/M4,
G14/M3, G11/M2, G13/M1,
G14/M5, G18/M1, G5/M1,
G5/M3, G7/M1
Implement Innovative Financing Solutions:

Implement innovative financing solutions to increase
impact of decarbonization program offerings,
especially to lower-income customers
G8/M4, G19/M1, G11/M4,
G12/M4, G12/M5, G12/M6,
G19/M5
Attract & Retain Employees: Be the Employer of
Choice, and Increase Staffing; Hire CEO
G23/M5, G24/M3, G24/M1
The following changes were made:
- New goals added in the new strategic development area to address strategic and longer range projects.
- Some measures were edited for clarity and for eliminating overlap All the measures were reviewed by staff in context of discussions and direction from the Board related to the Strategic Focus Areas and existing priorities. These were updated to reflect current conditions. Internal documents with more detail to guide each department’s work have been developed and these will be updated as needed in monthly and quarterly meetings with staff.

Staff is also working on re-framing the work plan into a customer facing document. This will be developed over the next few weeks and posted to the web and also provided to the Board and Alternate Board members.

ATTACHMENTS

1. SVCE 2023 – 2024 Strategic Workplan with Goals & Measures Item 1c
Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 1
SVCE Mission
Reduce dependence on fossil fuels by providing carbon free, affordable, and reliable electricity and innovative programs for the SVCE community
Measure of Meeting the Mission
SVCE, working with SVCE member agencies, aspires to achieve energy and transportation GHG reductions of 30% from the 2015 baseline by 2021, 40% by 2025, and 50% by 2030 SUMMARY:

SVCE was founded to address climate change, the greatest existential threat of our time. We will play a vital role in this decades-long endeavor, with the
ongoing support of our
community and our Board.

In addition to the most
complex, expensive, and
regulated sector
of providing carbon-free
electricity, we are
reinvesting in our region
and expanding ourtoolset
for furthering emissions
reductions by launching
decarbonization and grid
innovation programs.

These programsrepresent
the next stage in SVCE’s
maturity and are the
mechanism by which SVCE will further engage our communities to achieve our mission.

We embody the entrepreneurial and innovative spirit of the community in which we live and work, the spirit of Silicon Valley, to bend the carbon curve downwards and improve the lives of our community members. This means
taking calculated risks and
demonstrating novel
approaches that have the
potential to make big
impacts – our results serve
to inform, inspire, and
influence the rest of the
market to achieve outsized
results.

We prioritize collaborating
with our peers and
stakeholders to broaden
Strategies for Market Transformation
Procure sustainable, affordable
& carbon-free supply
Electrify the built environment
& mobility
Promote efficiency & utility grid
integration
Remove market barriers
(regulations & law)
SILICON VALLEY \3/ CLEAN ENERGY
Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 2
our impact, for instance by forming regional efforts; widely disseminating results (including unanticipated ones) so that others can learn from our experience; and build on the promising approaches pioneered by others.

Here are our Workplan Goals, followed by narrative leading to these goals and how we will measure achieving these goals:

1. G1: Implement new SVCE customer offerings and capabilities to increase demand flexibility, promoting grid reliability and affordability as the grid becomes more reliant on renewables and transportation and buildings are further electrified.

2. G2: Support member agencies in planning and deployment all-electric district-based energy systems in higher-density commercial zones, and via provision of related energy services.

3. G3: Expand SVCE clean energy service with strategic commercial, industrial and institutional customers in SVCE service territory.

4. G4: Replace GreenPrime offering with a new 24/7, 100% RE product.

5. G5: Identify ways to support local workforce development for customer-sited projects through identifying strategic partnerships. Explore opportunities to build connections to contractors to spread awareness of SVCE programs.

6. G6: Plan for resources to meet SVCE’s mission while balancing multiple stakeholder objectives.

7. G7: Acquire clean and reliable electricity in a cost effective, equitable and sustainable manner.

8. G8: Manage and optimize power supply resources to meet affordability, GHG reduction and reliability objectives.

9. G9: Advocate for policies that protect CCA customer investments and furthers decarbonization, grid reliability, affordability, and social equity with federal and state elected officials and regulators.

10. G10: Empower customers with the awareness, knowledge and resources needed to make effective clean energy choices.

11. G11: Support communication and engagement with public, private, and non-profit stakeholders to leverage our decarbonization efforts.

12. G12: Enact and maintain competitive service offerings for SVCE customers that deliver measurable economic and environmental benefits.

13. G13: Work with the community to plan for and track achieving energy and transportation GHG reductions of 30% from the 2015 baseline by 2021, 40% by 2025, and 50% by 2030.

14. G14: Coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs.

15. G15: Enable data-driven decision-making acrossthe organization.

16. G16: Support legislation which advances SVCE's mission to reduce dependence on fossil fuels by supporting the development of a low carbon, affordable, and reliable electric system while simultaneously advancing economy-wide decarbonization.

17. G17: Engage elected officials to inform them of SVCE's work and to partner on advancing policies.

18. G18: Accelerate Building & Transportation Electrification (Strategic Focus Area): Accelerate deployment of currently adopted decarbonization strategies and goals; evaluate and capitalize on federal and state funding opportunities.

19. G19: Commit to maintaining a strong financial position.

20. G20: Avoid failures in management of market risk, credit risk, liquidity risk, operational risks, and enterprise risks.

21. G21: Ensure SVCE’s Information Technology infrastructure is secure, reliable, and disaster resilient to provide 24/7/365 online access.

22. G22: Enable data-driven decision-making across the organization; automate, integrate, and streamline business processes to minimize operational risk and move organization toward industry best practices from its startup phase.

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 3

23. G23: Build and maintain a high-performing team to be an employer of choice.

24. G24: Maintain an enjoyable and rewarding workplace to be an employer of choice.

25. G25: Get great at prioritizing, and rebalancing to align SVCE work with SVCE strategic focus areas. 2023-24 BOARD STRATEGIC FOCUS AREAS:

During the period from May-September 2023, the Board identified and approved 5 Focus Areas for the next year. This table shows the strategic plan goals where we address these focus areas. 2023–‘24 Strategic Focus Areas Related Strategic Workplan Plan Goals/Measures(G/M)
Expand Clean & Reliable Grid Actions: Explore 24x7
clean energy delivery at scale; evaluate SVCE role in
enhancing distribution and transmission reliability
G4/M1, G6/M1, G12/M1,
G4/M1, G7/M2, G1/M1,
Expand Customer Base & Interaction: Grow non-residential customer base; Expand Offerings & emphasize electrification to all customers
G3/M1, G11/M4, G12/M4,
G12/M5, G12/M6, G12/M1,
G12/M2, G10/M1, G12/M7,
G14/M6
Accelerate Building & Transportation
Electrification: Accelerate deployment of currently
adopted decarbonization strategies and goals;
evaluate and capitalize on federal and state funding
opportunities
G14/M1, G14/M2, G14/M4,
G14/M7, G11/M5, G13/M4,
G14/M3, G11/M2, G13/M1,
G14/M5, G18/M1, G5/M1,
G5/M3, G7/M1
Implement Innovative Financing Solutions:

A. STRATEGIC DEVELOPMENT
SVCE’s Strategic Development function is focused on complex, ‘early stage’ strategic objectives that require internal and external collaboration to define, plan and launch. Examples include development of new customer offerings and operational capabilities that support advancement of electrification and decarbonization at scale – such as real-time demand flexibility, 24/7 carbon-free electricity services, and district-based electrification.

Cross-departmental ideation, design, coordination, and SVCE policy support is essential. Equally important is teaming with leading local customers, municipalities, and third-party service and technology providers - to pilot and scale compelling new clean-energy services for the benefit of SVCE’s customers and communities.

DEPARTMENT PURPOSE:

Coordinate Ideation, Evaluation and Design of New Clean Energy Services and Capabilities COMMUNITY BENEFIT:

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 4
SVCE continually evaluates and implements new clean energy services and capabilities to help customers and the community achieve decarbonization at scale.

Goals Measures
G1: Implement new SVCE
customer offerings and
capabilities to increase
demand flexibility, promoting
grid reliability and affordability
as the grid becomes more
reliant on renewables and
transportation and buildings
are further electrified.

M1: Support cross-departmental ideation, coordination and roadmap development for design and initial deployment of new Demand Flexibility/VPP offerings and related third-party partnerships G2: Support member agencies in
planning and deployment all-electric district-based energy systems in higher-density
commercial zones, and via
provision of related energy
services.

M1: Working with cross-departmental team members, engage with member agencies (and associated customer and third-party partners) to evaluate specific district-based electrification opportunities, and establish next steps as appropriate.

G3: Expand SVCE clean energy
service with strategic
commercial, industrial and
institutional customers in
SVCE service territory
M1: Conduct outreach and advance relationships with a short list of strategic customers, to explore and establish development opportunities for SVCE clean energy services
G4: Replace GreenPrime
offering with a new 24/7, 100%
RE product.

M1: Support cross-departmental ideation, coordination and roadmap development for design and future deployment of a GreenPrime replacement offering, a 100% RE product measured against at 24/7 standard
G5: Identify ways to support
local workforce development for
customer-sited projects through
identifying strategic
partnerships. Explore
opportunities to build
connections to contractors to
spread awareness of SVCE
programs.

M1: Understand the local workforce development landscape and explore partnership opportunities to supercharge existing efforts and/or to identify gaps in customer-sited workforce development.

M2: Continue FutureFit Fundamentals Program
M3: Explore establishing a Trade Ally Network to create a channel to communicate with contractors.

B. 4PRO: POWER POLICY, PLANNING, PROCUREMENT, REGULATORY AND OPERATIONS SVCE’s Power Resource Team is responsible for policy and regulatory advocacy, planning acquiring, operating and managing power supply resources and the prudent management of all load requirements. This is done through a balanced approach which considers clean energy goals alongside affordability and grid reliability needs. Key to success is sustainable planning, innovative and critical thinking, prudent risk management and the constant search for the best solutions and mix of resources to meet SVCE’s near term clean energy goals, while putting SVCE on a path to carbon-free on a 24x7 basis. Building and integrating the necessary tools, systems, and processes will enable SVCE staff to work more effectively and make data driven decisions in support of its goals.

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 5
Going forward, to be successful SVCE must adapt to new climate, economic and social challenges; state procurement orders and mandates; and customer specific needs; while supporting region-wide decarbonization and electrification goals and integrating distributed energy resources. This can be done through collaboration with key stakeholders and by leveraging opportunities for joint procurement of resources and services and joint regulatory advocacy.

The regulatory processes wield critical influence over SVCE’s ability to serve our customers and fulfill our core goals and mission. SVCE proactively promotes a stable, long-term regulatory infrastructure that supports our vision to decarbonize and electrify the grid while maintaining affordability and reliability. SVCE will work to align regulatory directives with SVCE’s mission, incentivize resources that decarbonize the grid, and serve our customers’ needs within the evolving energy market.

SVCE will actively engage with the regulatory stakeholders to enhance our ability to mitigate greenhouse gas emissions, protect the large investments made by SVCE on behalf of our customers, minimize rate volatility, encourage regulatory certainty, and help build a policy framework that supports innovation in an equitable and cost-effective manner. “The successful planning, acquisition, operation and continued advocacy of clean, reliable and affordable energy serves as the foundation of SVCE’s mission. Moving forward, we aspire to strengthen and diversify our portfolio with new cost-effective and innovative resources including emerging technologies and to develop a clear path towards meeting SVCE’s and California’s aggressive clean energy goals.”
DEPARTMENT PURPOSE:

Planning, Building & Operating Clean Reliable Energy
COMMUNITY BENEFIT:

Providing the Community with a trusted source of reliable, affordable and clean electricity today and carbon-free power by 2030 through the strategic planning, acquisition and management of power supply resources and ongoing risk mitigation
Goals Measures
G6: Plan for resources to meet
SVCE’s mission while balancing
multiple stakeholder objectives
M1: Integrated Resource Planning - develop pathway to affordable, reliable, and carbon-free power supply by 2035 and beyond (2045) M2: Deploy new forecasting function to integrate software and resources to expand insights, planning and reporting
Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 6
G7: Acquire clean and reliable
electricity in a cost effective,
equitable and sustainable
manner
M1: Meet SVCE-Board directed 100% Clean goals and Integrated Resource Plan directives; RPS mandates; RA obligations; and procurement mandates
M2: Meet and or reevaluate SVCE’s standard retail rate product offerings (i.e., GreenPrime, GreenPrime Direct and GreenStart) and assist in the development of sustainable, strategic and risk managed GreenPrime Direct and other Commercial Industrial custom product offerings.

M3: Deploy joint procurement of cost-effective clean resources, power related services and emerging technologies
M4: Evaluate the impacts and opportunities under the IRA including clean energy asset ownership to structurally lower costs and lower risk M5: Evaluate new strategies for Slice of Day RA Reform and how existing and clean resources can minimize costs while meeting compliance obligations
G8: Manage and optimize
powersupply resourcesto
meet affordability, GHG
reduction and reliability
objectives
M1: Manage Power Supply Portfolio and Energy Risk, and Optimize Market Participation
M2: Implement and Operate Power Purchase Agreements to enhance value to SVCE
M3: Ensure SVCE adopts the appropriate tools, systems, and resources to support new resource valuations, portfolio optimization, risk management, scheduling coordination, load forecasting, optimization, compliance, and settlements
M4: Effectively manage portfolio through timely and accurate validation and reconciliation of portfolio performance and costs
G9: Advocate for policies that
protect CCA customer
investments and furthers
decarbonization, grid reliability,
affordability, and social equity
with federal and state elected
officials and regulators.

M1: Actively advocate in resource planning proceedings (RA, IRP) at the CPUC and CEC to ensure any regulations are aligned with SVCE procurement.

M2: Advocate at the CAISO to ensure procurement requirements, interconnection processes and operations are aligned with SVCE priorities and coordinated with CPUC regulations.

M3: Advocate for policies that help reduce PCIA volatility and uphold customer indifference and don’t penalize CCA customers for taking service from a CCA over another LSE.

M4: Advocate for policies which enable electrification, fairly value BTM resource contribution and do not hinder SVCE’s long-term program goals. This includes increased data access and an open access platform in the CPUC Distributed Energy Resources (DER) proceeding.

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 7
C. ESCR: ENERGY SERVICES AND COMMUNITY RELATIONS
Core to SVCE’s mission is delivery of high-value clean energy services and programs for our customers, who range from individual residents and small businesses to some of the world’s largest and most innovative tech companies. By providing reliable and responsive carbon-free electricity service at competitive rates, SVCE maintains a high customer participation rate and a strong financial foundation. Access to carbon-free electricity has helped our communities take a major step in fighting climate change, reducing local emissions by more than 35%. Yet supplying clean electricity is just the start. To be the ‘provider of choice’ and meet longer-term community decarbonization goals, SVCE must continue to provide competitive energy services, and innovative programs for electrification at scale in transportation and the built environment. These must be well-tailored to the needs of our customers, including those traditionally underserved or difficult to reach, and large commercial customers with access to many other providers.

It is essential that SVCE engage our 270,000+ residential and commercial electricity customers in the electrification journey and take the necessary next steps. To do so, SVCE must continue to inspire and educate customers, and enable relevant action. This means expanding wareness and becoming a trusted advisor for electrification and leveraging direct digital engagement with customers via the web, email, and hosted online services. Supporting information and tools must be engaging, factual and easy to understand for customers, and useful for stakeholders including community leaders, local elected officials, labor, and private sector partners.

Given the scale of the challenge, effective public communication is critical. This includes regular communications to key stakeholder groups, and more broadly, telling the essential ‘stories’ behind electrification and decarbonization. To win hearts and minds, SVCE must work to illustrate the full range of social, environmental, and economic benefits and consequences at stake. In addition, SVCE must cultivate customer and stakeholder relationships in a leveraged way - using an array of channels that bring value to all segments of the communities we serve. “Whether a single-family home, multi-unit dwelling, small business, or large office, energy is changing. The move to a cleaner future will take a strong partnership and engagement at every level of our communities, as well as innovation around our existing energy framework. More and more, our communities and customers are stepping up to a new role in the energy market. Reliability and climate impacts have become a shared responsibility. SVCE is proud to be a partner in bringing clean energy and innovative services to our entire community.” DEPARTMENT PURPOSE:

Engage with Customers to Provide Affordable and Reliable Electric Services
COMMUNITY BENEFIT:

Community confidently makes clean energy choices by engaging with SVCE through educational tools & materials, service offerings & programs and outreach activities that are accessible to all customer segments Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 8
Goals Measures
G10: Empower customers with
the awareness, knowledge and
resources needed to make
effective clean energy choices
M1: Enable customer education, engagement and action related to electrification and decarbonization, via online tools, resources, and promotions
M2: Provide awareness-building and education via local events, sponsorships, demonstrations and support of educational initiatives M3: Program marketing and communications
G11: Support communication and
engagement with public, private,
and non-profit stakeholders to
leverage our decarbonization
efforts
M1: Develop and expand relationships, education and engagement with labor and the local contractor community
M2: Maintain and expand community communications and engagement via member agency channels, electrification engagement grants M3: Deliver strategic communications that support expanded engagement with legislative and industry audiences
M4. Maintain and expand relationships, education, and engagement with local business customer community
M5. Expand outreach and engagement with communities of concern G12: Enact and maintain
competitive service offerings for
SVCE customersthat deliver
measurable economic and
environmental benefits
M1: Maintain SVCE customer value proposition providing carbon-free energy at competitive rates for all segments and rate classes.

M2: Establish new rate program(s) to promote electrification, and matching of clean energy supply and demand
M3: Provide policy support for key customer-facing L&R activities M4: Provide excellent customer service, grow customer awareness and satisfaction, and maintain/expand customer participation rate M5: Operationalize customized power offerings for large C&I customers M6: Establish additional customized power offerings and/or strategic development agreements with large C&I customers
M7: Develop and implement program(s) for commercial building decarbonization.

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 9
D. DPP: DECARBONIZATION PROGRAMS & POLICY
SVCE’s Decarbonization Programs & Policy team leads efforts to reduce greenhouse gas emissions in our communities. The programs we design, develop and implement increase the local adoption of electric technologies and demonstrate novel approaches to address critical barriers preventing decarbonization at scale. We try new ideas, take calculated risks, and actively adapt based on feedback to determine what kinds of support and technologies work best for our customers – then share these learnings widely. Our policy work with local agencies focuses both on making it easier for community members to take action and on scaling decarbonization in an equitable manner. We take an integrated and collaborative approach that ties together power supply, transportation, the built environment, energy efficiency and the grid.
“SVCE supports the urgent need to decarbonize intelligently and equitably through innovative programs and collaboration with our local cities and stakeholders. Focusing on programs that spur adoption and working with member agencies on policy action are critical ways we help our communities reduce emissions rapidly and at scale.”
DEPARTMENT PURPOSE:

Advance Fuel Switching to Electricity in Buildings and Transportation COMMUNITY BENEFIT:

Community significantly reduces emissions by shifting fossil fuel use to clean electricity and strengthens energy resilience by leveraging innovative, inclusive, and data-driven programs and policies..

Goals Measures
G13: Work with the
community to plan for and
track achieving
energy and transportation
GHG reductions of 30%
from the 2015 baseline by
2021,
40% by 2025, and 50% by
2030 .

M1. Carry out annual GHG emissions inventory by source and sector to track and report progress toward meeting climate goals, and support Member Agencies with their inventories.

M2. Model potential impacts of proposed policies and programs. Support 4PRO's load forecasting and develop a connected GHG forecasting model to assess potential impact of proposed policies, programs and market forces.

M3. Update sector-specific analyses on an as-needed basis (e.g., Buildings Baseline Study, DER/electrification potential) of inform the development and updates to strategies for advancing decarbonization and resilience.

M4. Develop and track relevant additional sector-specific KPIs (e.g., number of gas accounts, square footage of all-electric buildings, DER deployment, etc. by municipality, sector, SEVI quartile, etc.).

M5: Share data and communicate progress toward our mission via public-facing websites, dashboards, or other reports.

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 10
G14: Coordinate
development of
decarbonization and
resilience strategy, lead
design of local policy,
and design and deploy
programs.

M1. Lead collaborative development, periodic updates, management & reporting of decarbonization and resilience strategies and plans. o Decarbonization Strategy & Programs Roadmap
o Electric Vehicle Infrastructure Joint Action Plan
o Building Decarbonization Joint Action Plan
o Community Energy Resilience Roadmap
o Double Down Plan for Increased Programs Funding
M2. Lead programs on decarbonization focus areas(including topics of mobility, built environment, energy efficiency, innovation, and resilience).

Periodically lead prioritization reviews of program portfolio.

M3. Build coalitions, networks, and relationships to inform policy and program development. Leverage to try to reduce soft costs and enable adoption and implementation. Relationships will also help operationalize the Programs Equity Framework to better incorporate equity considerations into all program/policy efforts.

M4. Lead evaluation, measurement & verification activities and impact reporting for programs, and disseminate results widely. Incorporate findings to refine and iterate on program design for improved customer journeys and outcomes.

M5. Support member agencies in their community's decarbonization efforts by providing funding on key initiatives and helping build capacity at the agency.

M6. Consider external funding opportunities for the SVCE region and explore the potential of financing programs to support electrification program efforts at scale.

M7. Increase organizational capacity to rapidly design, deploy, and manage programs at a significantly larger scale (e.g. budget, number of units deployed).

M8. Lead local policy development and support adoption as a key lever to large-scale decarbonization impacts across SVCE territory and the state.

G15: Enable data-driven
decision-making acrossthe
organization
M1. Update and maintain DAISY as a centralized data hub to enable streamlined analyses, reporting, and key applications..

M2. Develop and maintain a suite of core reports (e.g. using DataStudio) to visually track and communicate key metrics for use by SVCE staff M3. Develop, coordinate, and implement an enterprise-wide training plan for all employees to improve skills that will allow for more self-service from DAISY and core reports.

M4. Seek out and integrate additional data sources to enhance data-driven insights.

M5. Lead complex data analyses and provide data and analytics support to teams across SVCE.

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 11
E. LEGISLATIVE
Legislation wields critical influence over SVCE’s ability to serve our customers and advance our mission.

SVCE will advocate to advance SVCE’s clean energy and decarbonization mission through legislative advocacy.

SVCE will actively engage with legislative stakeholders to advance policies to ensure energy affordability, accelerate climate change mitigation, achieve a clean and reliable grid, ensure competitive equity for CCAs, and advance safety, health, and equity. SVCE will leverage relationships and build coalitions with organizations with common goals to influence policy. SVCE will use its unique ties to communities and the power of its elected officials to support decarbonization at the regional, state, and federal levels.

DEPARTMENT PURPOSE:

Advocate for Federal, State & Regional Clean Energy Policy COMMUNITY BENEFIT:

Community’s interest in clean energy, affordable rates and carbon reduction is further advanced through regional, state & federal policy.

Goals Measures
G16: Support legislation
which advances SVCE's
mission to reduce
dependence on fossil fuels by
supporting the development
of a low carbon, affordable,
and reliable electric system
while simultaneously
advancing economy-wide
decarbonization.

M1: Advocate through the state and federal legislative process for policies that align with the Board-adopted policy platform.

M2: Analyze and advocate for state and federal funding sources to advance our decarbonization, clean energy, and equity goals.

G17: Engage elected officials
to inform them of SVCE's
work and to partner on
advancing policies
M1: Regularly communicate with local, state, and federal delegation members on SVCE priorities and accomplishments.

M2: Work with Decarb. Policy and Government Initiatives Team to educate and engage elected officials and stakeholders in existing building decarbonization policy.

G18: Accelerate Building &
Transportation Electrification
(Strategic Focus Area):

Accelerate deployment of
currently adopted
decarbonization strategies and
goals; evaluate and capitalize on
federal and state funding
opportunities.

M1: Share information on IRA implementation with SVCE team and external stakeholders as appropriate. Assist with advocacy on IRA implementation as needed.

Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 12
F. FINANCE AND FISCAL RESPONSIBILITY
SVCE is committed to serving its mission from a sound financial position. Doing so requires the consistent implementation of disciplined fiscal strategies and active enterprise risk management. SVCE manages its financial resources responsibly by setting a high standard of transparency, accountability, efficiency, and strong stewardship. At SVCE, our commitment to fiscal and operational excellence will ensure that processes are efficiently designed to achieve maximum productivity by aligning people, systems, and policies. Adherence to sound fiscal policies and active risk management will help the agency respond to unexpected risk events, maintain a high credit rating, and deliver high-value products and services to our customers.

Goals Measures
G19: Commit to maintaining a
strong financial position
M1: Present balanced budget that achieves cash reserve targets, weighs tradeoffs between customer value proposition and contribution to reserves, and maintains competitive rates M2: Board presentation on 5-year financial forecast once a year M3: Unqualified audit opinion.

M4: Maintain investment grade credit rating from one of the 3 credit rating agencies
M5: Capture savings in energy procurement and enhance customer product offerings thru structured financing.

G20: Avoid failures in
management of marketrisk,
credit risk, liquidity risk,
operationalrisks, and
enterprise risks
M1: Develop appropriate metrics, tools, and training to empower staff to effectively identify, avoid, and mitigate risks to SVCE M2: Develop and implement risk mitigation measures to Manage enterprise risks
Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 13
G. DATA ANALYTICS, GOVERNANCE & INFORMATION TECHNOLOGY
SVCE is committed to addressing the challenges of delivering IT services in a dynamic environment with new regulations and continuous advancements in science and technology. We take customer information, privacy, and security seriously. Our systems and processes follow best practices and industry standards. Performance metrics are in place to ensure resiliency and high system availability on standard and mobile platforms, supporting staff wherever they work from. Regular upgrades to IT resources ensure continued data security, efficient data access, and support the transition to more digital outreach and community engagement model. As the volume of data generated by the organization’s activities expands, IT is focused on enabling greater analysis and utilization of the data available, while ensuring its security and confidentiality.

We understand that data is key to achieving our mission and prioritize maintaining high data and IT infrastructure security. We develop and apply proper data governance that includes establishing standards, policies, and processes to ensure effective data management throughout the enterprise.

Through data science, we advance key data-intensive business cases to design and develop innovative customer programs and serve our mission efficiently and effectively.

Goals Measures
G21: Ensure SVCE’s
Information Technology
infrastructure is secure,
reliable, and disasterresilient
to provide 24/7/365 online
access
M1: Conduct annual IT Audit/Security Assessment to evaluate information security at both the policy and technology (software and hardware) levels and implement all critical recommendations.

M2: Develop IT continuity plan and align with overall business continuity plan; update annually to reflect changing business needs M3: Ensure IT infrastructure (network, systems and cloud based tools) elements are secure, updated and that SVCE is using top rated providers.

M4: Continue to strengthen the overall Cyber Security Posture; Achieve cybersecurity scorecard targets; Grow the Human Firewall; Avoid cybersecurity threats including all instances of unauthorized system access and/or data loss through spoofing, phishing, and hacking G22: Enable data-driven
decision-making across the
organization; automate,
integrate, and streamline
business processesto minimize
operational risk and move
organization toward industry
best practices from its startup
phase
M1: Identify and evaluate hardware and software improvements to enhance collaboration
M2: Develop a comprehensive assessment of SVCE business processes, both technical and functional, to achieve efficiency and optimization and minimize operational risks.

M3: Empower organization-wide decision making with data, systems, processes, and infrastructure
H. WORKPLACE & HOW WE GET WORK DONE
Achieving SVCE’s ambitious and urgent mission requires a team capable of meeting the tremendous challenges embedded in these goals. SVCE develops and fosters a diverse and talented team that thrives in a dynamic and fast-changing environment. As such, we recruit and retain smart, passionate, innovative, and collaborative employees. We contribute, as a team and as individuals, to continuously build and support a culture of collaboration and trust. We encourage creativity and the free flow of Item 1c
Attachment 1
SVCE 2023 – 2024 Workplan Preamble and Goals
SVCE Work Plan 2023-24 14
ideas to spur innovation. The workplace environment is adaptable, and technology enabled to drive innovative solutions. We emphasize focus and prioritization across departments to achieve quality, rather than simply quantity of output. We provide a rewarding workplace experience where productivity can be maintained across a variety of work environments. We provide opportunities for growth and engagement, and we support professional and personal development. We offer opportunities that position our people, and in turn SVCE, for success.

Goals Measures
G23: Build and maintain a
high-performing team to be
an employer of choice
M1: Implement Management Training Plan; request regular feedback from Directors and staff; use to continually improve training.

M2: Request feedback after every new hire (recruiting / onboarding) and use to continually improve processes.

M3: Maintain 90% staffing of existing positions over the course of the year. Fill 90% of new positions within 90 days of posting.

M4: Regularly assess functional staffing needs (short-term and long-term) around annual budget and use to develop long-term succession plans.

M5: Provide Competitive Compensation and Benefits for staff, as determined through regular reviews / comparisons with peer organizations.

G24: Maintain an enjoyable
and rewarding workplace to
be an employer of choice
M1: Regularly assess hybrid workplace policies and use feedback to continually improve tools and processes to achieve organization-wide competency in hybrid work.

M2: Regularly review organizational policies and procedures and update as needed.

M3: Foster and develop a workplace culture that supports and empowers staff
G25: Get great at prioritizing,
and rebalancing to align SVCE
work with SVCE strategic focus
areas
M1: Develop annual workplan and continue the director level tracking and review process and enhance as necessary
M2: Implement and drive Monday.com at SVCE for workplan and project planning/management

Page 1 of 1 ends

Staff Report – Item 1d
Item 1d: Receive FY23 Q4 Decarbonization Strategy and Programs Quarterly Report From: Monica Padilla, Acting CEO
Prepared by: Justin Zagunis, Director of Decarbonization Programs and Policy Douglas Bernard, Decarbonization Management Analyst
Date: 10/11/2023

RECOMMENDATION
Staff recommends the Board accept the Q4 2023 update of the Decarbonization Strategy and Programs quarterly report.

BACKGROUND
To achieve its mission to reduce dependence on fossil fuels by providing carbon-free, affordable and reliable electricity and innovative programs for the community, SVCE established a decarbonization strategy and programs roadmap (abbv. “Roadmap”). In December 2018, the Board approved the Roadmap, and since that time, staff have been working on implementation.

ANALYSIS & DISCUSSION
Attachment 1 is an update of the Decarbonization Strategy and Programs quarterly report. The quarterly update includes a table with a summary of updates from last quarter and the target for next quarter.

STRATEGIC PLAN
This item supports SVCE’s 2022-2023 Strategic Plan Goal 10, to “coordinate development of decarbonization and resilience strategy, lead design of local policy, and design and deploy programs,” to support achieving energy and transportation GHG reductions of 30% from the 2015 baseline by 2021, 40% by 2025, and 50% by 2030.

FISCAL IMPACT
Accepting the Q4 2023 Update of the Decarbonization Strategy and Programs quarterly report has no fiscal impact.

ATTACHMENTS

1. Decarbonization Strategy & Programs Quarterly Report – Q4 2023 Update Item 1d
SILICON VALLEY \3/ CLEAN ENERGY
150 applicants for
All-Electric
Showcase
Awards.

DECARBONIZATION PROGRAMS
FY23 Q4 Milestones
Quarterly Report
267
L2 connector
installations and 10
DCFC installations
for CALeVIP.
236
completed
electrification
projects for
FutureFit Homes.

Item 1d
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative Impact
To-Date Last Quarter (Update) Next Quarter (Target)
Electrification Rate
Discount $9.5M 5,000 customers enrolled 850 enrolled
Created tracking for enrolled
customer and setup
processes including welcome
emails and surveys
Review Phase 1 learnings
and decide on revisions.

Host focus group to learn
about customer behavior
CHIIP, including
Affordable Housing
EVI Incentives
$8.9M
25 MUDs with EVI
4,000 L1/L2 chargers at
affordable housing
22 reservations
1 completed See cumulative impact Expand enrollment
CALeVIP 1.0 $6M 85 DCFC installed
1,100 L2 installed
10 DCFC installed
267 L2 installed Closed application window DCFC and L2 projectpayments as they complete Community Energy
Resilience $5.15M 13 agencies completeprojects
13 agencies selected
a project See cumulative impact
Execute last 4 grant
agreements before 12/31/23
deadline
FutureFit Homes -
Residential
Incentives
$4.05M 750 homes fully/partially
electrified
236 homes
fully/partially
electrified
See cumulative impact. New
marketing videos also
released.

Expecting increase in
rebates paid as summer
projects finalize
Decarbonization
Demonstration
Grants
$3.2M 8 local public facing
electric projects 1 project complete See cumulative impact. Allgrant agreements executed.

Continue project work,
demonstrate value of
completed project and
share lessons
FutureFit
Fundamentals
Contractor Training
$1.7M 300 contractors trained
500 graduate incentives
104 contractors
completed training
See cumulative impact.

Program connected to
FutureFit Homes. Program
materials updated.

Working on new graduate
bonus
Electric Showcase
Awards 2.0 $1.5M
Highlight building
electrification success
stories
150 applications,
16 winners,
$95,000 awarded
See cumulative impact
Promote winners, present
to local councils and tour
two of the winning homes
FutureFit Homes
and Buildings: C&I
and SMB Incentives
$1.25M 20-30 SMBs electrified In progress
Building electrification
rebates launched for small
and medium business
customers in July
Continue program roll out
Customer Resource
Center (eHub) $1.1M 1.5M email opens250K unique web visits

1.4M email opens,
262K web visits, 206
rebate claims
See cumulative impact
100K email opens, 10K web
visits, 100 rebate claims,
launch induction cooktop
promo

PROGRAMS PORTFOLIO
Active Programs
See Glossary for program descriptions. Title links to program homepage (if available).

Quarterly Report
View our active rebates here. 1
FY23 Q4
Item 1d
Attachment 1

SILICON VALLEY

CLEAN ENERGY
Name Budget Potential Impact Cumulative
Impact To-Date Last Quarter (Update) Next Quarter (Target) Priority Zone DC
Fast Charger
(PZDCFC) 2.0
$875K 10 DCFC installations
near MUD hotspots
4 DFCF sites with
10 100+ kW ports See cumulative impact Monitor site constructionprogress and milestones FutureFit Assist $725K
60 assessments
36 projects done
250 ports
52 applications See cumulative impact Expand enrollment GridShift EV
Charging $600K
Bill/emissions savings
and load shifting
capacity
1,184 EVs
enrolled
31 rebates
Launched August sign-up
incentive & marketing efforts
(direct mail, email, DMV ads)
Launch ongoing sign-up
incentive & referrals
Reach Codes

2.0 $600K
Require all new
buildings to be
emissions-free
12 agencies adopt
electrification
ordinances
Ninth Circuit’s Berkeley
decision stalled progress
Monitor and support agencies
as the legal case evolves
Decarbonization
Engagement
Grants
$442K
5 communities
engage residents on
climate action topics
In progress 5 communities executed
agreements
Work to complete projects,
share during MAWG meetings
Fleet
Electrification $300K
Complete for 5
member agency and
5 SMB fleets
In progress 5 agencies in process to
complete electrification plans
Solicit additional participants,
and work with 5 enrolled
agencies to complete plans
SV
Transportation
Electrification
Clearinghouse
$150K
Create cohort to
enable equitable
electrification.

In progress
Planned to host a stakeholder
meeting on MF EV charging
opportunities
Conduct relaunch to assess how
to increase impact
Lights On
Silicon Valley
Power
Supply
Budget
750 SFH and 5 MF
completed 581 enrolled SFH Sunrun continued to enroll andinstall customers Construction to complete,
delivery will begin

PROGRAMS PORTFOLIO
Active Programs
View our active rebates here. 2
FY23 Q4
Item 1d
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY
Name Budget Potential Impact Last Quarter (Update) Next Quarter (Target) Multifamily Direct
Install (TE and BE) $12.5M 300 to 1,000 MF AH unitselectrified RFP released Evaluate proposals, select winner Permit
Modernization $3.2M 13 member agencies improveelectrification permitting Program design completed Release to member agencies Tariffed On Bill
(TOB) Financing $3M 500 to 1,000 customers financeelectrification CPUC decision received which
outlines path for IOUs to develop
TOB proposals based on SVCE’s
Working group develops TOB
proposals and evaluates next steps
with TECH
Existing Building
Policy Experiment $1.9M
Spur action on building
electrification and reduce building
gas combustion
Program design completed Release to member agencies
FutureFit Homes
Concierge $892K
3,600 customers use hotline, 1,200
use tech assistance, 350 use
electrification plans
Worked with vendor on
implementation plan and tech
requirements
Develop webpage, train vendor on
SVCE programs, and prepare for
launch
Feasibility
Assessment,
Natural Gas Phase
Out
$300K Complete study that informs local,
regional, and statewide policies
Developed SPW for phase 1
analysis Hire contractor and kickoff work
SV Building
Electrification
Strategic Taskforce
$150K Educate stakeholders about
building electrification
Completed program design and
joined 2 workforce coordination
efforts
Map stakeholders, list feedback
received on workforce, housing, and
LMI building electrification issues

PROGRAMS PORTFOLIO
Planning
View our active rebates here.

Name Budget Summary
Innovation Onramp $2.4M 10 pilots complete. The final pilot from 2021 with NeoCharge was completed in May 2023. Future program pathway is being determined. $1.2M budget remaining.

FutureFit Homes Heat Pump Water
Heater $1.5M Program closed in December 2022. Active applications were transitioned to FutureFit HomesIncentives program.

Reach Codes 2019 $400K Reach Codes 2019 were adopted by 12 of 13 member agencies. Several agencies updated Reach Codes in the 2022 code cycle.

Medical Battery Program $200K All 50 batteries are claimed by customers who require electricity for medical devices and are at high risk of power outages.

Closed/Inactive
3 FY23 Q4
Item 1d
Attachment 1

SILICON VALLEY

CLEAN ENERGY
10/2
1 /2
12/2
1/23
2/23
3/23
4/23
5/23
6/23
7/23
8/23
9/23
1,500
1,000
500
0 Rebates claimed:

Total $Funds Reserved
0 10 20 30 40
Commercial business
Government
Multifamily
School/Nonprofit
Incentive program for L1 and L2 EV charging
infrastructure at multifamily properties
0 100 200 300 400
HPWH

HP HVAC
Panel Upgrades
Pre-wiring
Meter Removals
Funds Reserved:

Approved Reservations:

Goal:

FutureFit Homes
Provide incentives to residents for electric heat
pump water heaters (HPWH), heat pump HVAC
systems, service panel upgrades, and pre-wiring
upgrades to replace gas appliances.

Future Fit Assist
Assistance in site assessment, preliminary
design, and applying to rebates for charging at
multifamily housing and small and medium
workplace properties.

Cumulative Applications
Charging Installation
Incentive Program (CHIIP)
Number of Reservations
PROGRAMS HIGHLIGHTS FY23 Q4
4 $1.35M
$611K
22 $824K
35 Sites, 150 ports
Rebates reserved:

Item 1d
Attachment 1
SILICON VALLEY <3/ CLEAN ENERGY
CALeVIP
Level 2 DCFC
8 6
4 2
0 1 /21
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
200
150
100
50 0
Reserved
Provide incentives for electric vehicle (EV) chargers
as part of a regional program.
= 25 Level 2 Installations
150 Participants Complete
the Course (Phase 1)
Goal:

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

Funding: $11.58M
= 5 Participants Complete Course
Funds Issued = 5 DCFC Installations
$1.5M
104
Remaining Funds
Registrations
197
$5.9M
$1.1M $700K
$1.8M
$2.7M
$6M
$4M
$2M
5 PROGRAMS HIGHLIGHTS FY23 Q4
Item 1d
Attachment 1
***** ***** ***** ***** *****
e es
>J'J>¥¥¥>¥>¥>¥>*
1/23/25/2
7/29/2
1 /2
1/23
3/23
5/23
7/23
9/23
1,250
1,000
750
500
250
0 9/2
10/2
1 /2
12/2
1/23
2/23
3/23
4/23
5/23
6/23
7/23
8/23
300,000
200,000
100,000
0 GridShift EV Charging
Managed EV charging app that optimizes charging
to reduce associated costs and emissions.

Charger Rebates Reserved: 31
Number of Enrolled EVs
1,184
Rebate Goal: $30K
Goal: 120 EV Chargers
eHub Report
Online customer resource center to enable
engagement, education and action related to clean
electricity, EVs and home electrification.
= 1 email campaign completed
262,219
24,083
Unique Visits Return Visits
FY 22-23
6 PROGRAMS HIGHLIGHTS FY23 Q4
Website Visit Goal:

Reach 250K Unique Visitors
Conduct 10 email campaigns
Email Goal:

Item 1d
Attachment 1

A A A A A A A A
AiAAAA A A A

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A A A A
©Sg}'^
Built Environment
Community Energy Resilience: Resources (grants) and tools for member agencies to increase individual and collective capacity to adapt to future power outages.

Electric Showcase Awards 2.0: Award program to recognize residential, commercial, and non-profits who are early adopters of existing building electrification.

Decarbonization Demonstration Grants: Grants to encourage member agencies and other key groups an opportunity to electrify their facilities. Focus on projects with public visibility for education/awareness purposes.

Decarbonization Engagement Grants: Grants for member agencies and other key groups to work on smaller electrification engagement initiatives to engage their communities.

Electrification Rate Discount: Custom rate to promote building electrification.

Existing Building Policy Experimentation: Assess and support potential policy levers that member agencies can explore to mitigate emissions from existing buildings.

Feasibility Assessment of Natural Gas Phase Out by 2045: Feasibility study to identify technical, legal, and economic barriers and opportunities for phasing out natural gas service by 2045 in SVCE's service territory.

FutureFit Fundamentals Contractor Training: Training and financial incentive program for contractors to expand their knowledge and installation of electrification technologies.

FutureFit Homes - Concierge: Comprehensive one-on-one phone or web assistance to SVCE customers to assist them in applying for electrification incentives, technical assistance, or developing a whole-home electrification plan.

FutureFit Homes - Residential Incentives: Incentives for various building electrification technologies for single- and small multi-family residential customers. Includes major appliances as well as eventual gas meter removal.

FutureFit Homes and Buildings - C&I Incentives: Incentives for demonstration projects at a handful of small and medium business properties.

Multifamily BE Direct Install: Comprehensive building electrification retrofits with a direct installer for multifamily affordable housing sites.

Permit Modernization: Benchmark and streamline member agency permitting and inspection processes to identify barriers and opportunities to electrification.

Reach Codes 2.0: Provide model building energy codes supportive of all-electric design and EV infrastructure to member agencies along with consultant support. 7 GLOSSARY FY23 Q4
Item 1d
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY
CALeVIP 1.0: Incentives for L2 and DCFC publicly-accessible EV chargers funded by California Energy Commission and SVCE as part of a regional collaboration.

CHIIP: Incentive program for L1 and L2 EV charging at hard-to-reach multifamily properties.

Fleet Electrification Program: Competitive application for SVCE’s fleet electrification planning support and funding for site upgrades targeting a broad set of fleet types.

FutureFit Assist: Technical assistance for preliminary site design and pertinent rebates for charging at multifamily housing and small and medium workplace properties.

Multifamily TE Direct Install: Comprehensive transportation electrification retrofits with a direct installer for multifamily affordable housing sites.

Priority Zone DC Fast Charger (PZDCFC) 2.0: Competitive grant application for DCFC installations in “priority zones” that support designated multifamily housing clusters.

SVTEC: Regular regional stakeholder meetings focused on information sharing, solving critical issues, and attracting external funding to the SVCE community in support of EV infrastructure deployment.

GLOSSARY
Lights On Silicon Valley: Provide incentives for enrolling solar and battery systems in the SVCE grid services program.

Medical Battery Program: Pilot program to deploy ~50 portable batteries to qualified customers who rely on power for medical equipment.

Customer Resource Center (eHub): Online customer resource center and marketplace to enable engagement, education, and action related to clean electricity, EVs, and home electrification.

Mobility
Power Supply
Education & Outreach
Built Environment
SVBEST: Regular regional stakeholder convenings to coordinate program alignment across building decarbonization workstreams.

Tariffed On Bill (TOB) Financing: Equitable financing pilot program for electrification for low-moderate income residents focusing cost recovery through on-bill charges that are lower than bill savings.

GridShift EV Charging: Managed EV charging phone app that optimizes charging to reduce associated costs and emissions. Includes incentives for reducing grid peak demand.

Grid Integration
8 FY23 Q4
Item 1d
Attachment 1
©

SILICONVALLEY

CLEAN ENERGY

Page 1 of 3 ends

Staff Report – Item 1e
Item 1e: Authorize the Chief Executive Officer to Execute a 3-Year Agreement with Itron, Inc. for Long-term Load Forecast and Software
From: Monica Padilla, Acting CEO
Prepared by: Maren Wenzel, Senior Manager of Energy Policy and Regulatory Analysis Jessica Feng, Power Resources Planner
Date: 10/11/2023

RECOMMENDATION
Staff recommends that the Board authorize the Chief Executive Officer (CEO) to execute the attached agreement with Itron, Inc. (Itron) with non-substantive changes approved by the CEO and subject to final review and approval by General Counsel. The agreement has a not-to-exceed first year cost of $137,845.85, and an expected cost of approximately $11,000 a year for years two and three, to develop and implement a 15-year hourly load forecast and software platform.

BACKGROUND
Currently, SVCE’s medium and long-term load forecast relies on a third-party consulting firm. With the models and tools from Itron, processes will align with industry best practices for medium and long-term load forecasts, and SVCE will gain the ability to efficiently and effectively make insightful data-driven decisions regarding its load.

Staff developed detailed functional requirements of SVCE’s needs in a medium and long-term load forecast.

Using these requirements, staff reviewed and re-evaluated the proposals from vendors who responded to the Request for Proposals (RFP) published by SVCE for medium and long-term load forecast in 2022. Using the knowledge and experience gained from the staff’s professional experience, staff reached out to Itron for an updated proposal in June 2023 and selected Itron as its preferred service and software provider in July 2023.

Staff’s evaluation criteria included assessment of functionality, ability to integrate between systems, ease of use, ease of implementation, relevant market experience, and cost/value.

Contract negotiations launched in early August. SVCE has negotiated an agreement with Itron to build the models and implement the forecasting system during the first year of service. In subsequent years, SVCE staff will run the models internally and pay for only the software license and Energy Forecasting Group (EFG) membership after the first year. If SVCE staff require additional consulting support from Itron in years two and three it is allowed in the agreement.

Itron is the leading provider of forecasting software and consulting services to electric and gas generation, transmission, and delivery companies in North America. Itron’s forecasting team is nationally recognized for its expertise in short-term forecasting (hour-ahead and day-ahead), financial forecasting (1-3 years-ahead), and long-term forecasting (10-30 years-ahead) and is a leading provider of forecasting solutions to system operators, regional transmission organizations, energy retailers, public utilities, municipalities, and cooperatives.

Currently, over 170 energy companies in eleven countries use Itron’s forecasting tools and services.

Item 1e
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 1e Agenda Date: 10/11/2023

Page 2 of 3 ends

ANALYSIS & DISCUSSION
SVCE was formed in 2016, and now serves approximately 270,000 residential and commercial electricity customers across a service area comprised of 13 communities in Santa Clara County. We aim to provide our customers with resources that can help them understand their energy use and how it relates to their carbon footprint, discover ways to reduce their carbon footprint and find products and contractors to help them save energy and money. Knowing what customers’ future usage - time and quantity – is critical to all SVCE’s planning efforts. Understanding customer behavior and shaping it will be key to the success of the energy transition.

Accurate load forecasting provides value across the organization. It helps SVCE determine the amount of electricity that will be needed in the future, which is crucial for planning and optimal energy resources. It also helps SVCE negotiate better contracts and optimize our energy procurement strategies, reducing costs for our customers. As the organization matures its thinking in regard to load management and virtual power plant opportunities, it is becoming increasingly important for SVCE to have a forecast with hourly granularity to develop programs and evaluate supplier offerings that encourage load shaping. Additionally, several compliance deliverables each year require SVCE to provide a load forecast and the additional transparency and expertise provided by Itron will improve such deliverables.

Since SVCE's inception, SVCE has been exploring better processes to produce accurate long-term load forecast to serve multiple business needs and use cases. Previously, SVCE relied on third-party forecasters to provide load and peak forecast for compliance filings and budget purposes. These third-party forecasters provide limited customization and ability to complete scenario analyses. With the new load forecast process, SVCE will have in-house subject matter expertise and new methodologies with improved transparency. The new process will provide in-depth forecast analytics and multiple forecast scenarios for different business use cases and analyses.

Through re-evaluating the RFP proposals SVCE determined that the product that Itron offers will best fit SVCE's needs and will best produce a more accurate load forecast. In addition, the models and software will also enable SVCE to forecast the load modifiers in different scenarios.

Pending Board approval, staff will kick off implementation with Itron and work together to transition sales and customer data to Itron for model building. Upon completion of implementation and significant parallel testing, Itron will transfer all the models and data to SVCE. From the second year, SVCE will be able to produce the long-term load forecast in-house.

STRATEGIC PLAN
The proposal supports SVCE’s 2022 Strategic Plan Goal 1, Measure 3 which is to “deploy new forecasting function to integrate software and resources to expand insights, planning and reporting”, by increasing staff capacity to forecast SVCE load.”

ALTERNATIVE
An alternative option to using third-party software would be to develop an internal model to create the forecast.

Development and maintenance of the load forecast, including the development of tools and applications would require significant staff time and would likely result in a less robust model than Itron offers.

FISCAL IMPACT
The proposed agreement has a not-to-exceed amount of for the first year of $137,845.85 for the implementation and software license. In subsequent years SVCE will pay for only the software license and EFG membership.

The total cost over the three-year term is expected to be $160,497.36, of which $137,845.85 is a not to exceed amount for year one. The Board-approved fiscal year 2024 Operating Budget includes funding for load forecasting software. Appropriations of funds for subsequent years of the agreement will be requested in upcoming budgets.

Item 1e
Agenda Item: 1e Agenda Date: 10/11/2023

Page 3 of 3 ends

ATTACHMENT

1. Draft agreement with Itron, Inc. for a 15-year Load Forecast and software Item 1e

MASTER SALES AGREEMENT
General Terms and Conditions
This Master Sales Agreement (this “Agreement”) is made between Itron, Inc. an entity organized under the laws of Washington having an address at 2111 N. Molter Road, Liberty Lake, WA 99019, USA (“Itron”) and Silicon Valley Clean Energy, an entity organized under the laws of [Customer Jurisdiction of Formation], having an address at 333 W. El Camino Real #330, Sunnyvale, CA 94087 US (“Customer”) and is made effective as of the latest date signed below (“Effective Date”). Itron and Customer are collectively referred to as the Parties or a Party, as applicable. 1 Introduction

1.1 Scope and Structure.

This Agreement applies to certain products and services provided by Itron to Customer and consists of these General Terms and Conditions, Addenda, Order Documents and Statements of Work.

1.2 General Terms and Conditions.

These General Terms and Conditions contain terms and conditions that are generally applicable to all products and services provided by Itron to Customer under this Agreement.

1.3 Addenda.

Addenda contain supplemental terms and conditions applicable to certain categories of products and services. Addenda incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule. The Parties may add Addenda to this Agreement by written amendment after the Effective Date.

1.4 Order Documents.

Order Documents contain Fees and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services. Order Documents incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule. The Parties may execute additional Order Documents after the Effective Date.

1.5 Order of Precedence.

In the event of a conflict between these General Terms and Conditions and an Addendum, the Addendum shall control. In the event of a conflict between an Order Document and these General Terms and Conditions or an Addendum, the Order Document shall control, but only with respect to the applicable products and services. These General Terms and Conditions, an Addendum or Order Document, as applicable, shall control over any conflict with a Statement of Work.

1.6 Purchase Order Requirement.

Customer shall purchase or license products or services described in each Order Document or Statement of Work under this Agreement by issuing a purchase order or similar ordering document accepted by Itron (“Purchase Order”) indicating specific products and services, Itron part numbers, quantity, unit price, total purchase price, shipping instructions, requested shipping dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and contract reference. No contingency contained on any Purchase Order shall be binding upon Itron. The terms of this Agreement shall apply, regardless of any additional or conflicting terms of any Purchase Order or other correspondence or documentation submitted by Customer to Itron, and any such additional or conflicting terms are deemed rejected by Itron.

Item 1e
Attachment 1
Hron
00052700.0
Itron Master Sales Agreement Page 2 of 52
2 Definitions.

The following defined terms are used throughout this Agreement. Additional terms may be defined in Addenda, Order Documents and Statements of Work.

Affiliate means any legal entity that directly or indirectly controls, is controlled by, or is under common control with, a Party to this Agreement, where "control" means ownership of at least fifty (50) percent of the equity having the power to vote on or direct the affairs of the entity.

Claim means an unaffiliated third-party claim, action, cause of action, or demand for damages, cost or expense (including reasonable attorney’s fees) or other relief.

Confidential Information means any confidential, trade secret or other proprietary information disclosed by a Party or a Party’s Affiliate related to its business that is designated as “confidential” or which a reasonable person knows or should understand to be confidential, regardless of the form of disclosure and whether of a technical, business or financial nature, including but not limited to processes and methods, product design and details of operation, product plans, prototypes, schedules, results, reports, computer programs, databases, compilations of data, engineering activity, manufacturing activity, analytical methods, strategies, and the like, but excluding information that: (i) is now or becomes generally available to the public through no fault or breach of the receiving Party; (ii) is rightfully in the receiving Party's possession, or known by it, prior to its receipt from the disclosing Party; (iii) is rightfully disclosed to the receiving Party by a third-party, free of any obligation of confidentiality; (iv) is developed by the receiving Party independently and without reference to the disclosing Party’s Confidential Information, or (v) is rightfully disclosed pursuant to the applicable laws or regulations, or rules of any stock exchange, or orders of the court or other government authorities with notice to the disclosing Party.

Customer Data means all data about Customer’s existing or prospective end users that Itron acquires, develops, or derives in connection with performance under this Agreement. Such customer data may include, without limitation, any personally identifying information relating to a Customer’s existing or prospective end user, or any other information that, either individually or when combined with other information could be used to identify a particular Customer end user or a prospective Customer end user, which information is not generally available to the public.

Customer Data does not include data sets from which all personally identifiable information and Customer-specific details have been removed (“Anonymized Data Sets”).

Defended Party means a Party entitled to defense and indemnification from the other Party under Section 7 (“Third-Party Claims”) of these General Terms and Conditions.

Defending Party means a Party obligated to provide defense and indemnification to the other Party under Section 7 (“Third Party Claims”) of these General Terms and Conditions.

Documentation means user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other documentation relating to products and services offered by Itron, which Itron customarily makes available to its customers.

Fees means all amounts payable to Itron by Customer for products and services provided under this Agreement, as set forth in an Order Document or Statement of Work.

Item 1e
Attachment 1
Itron
00052700.0
Itron Master Sales Agreement Page 3 of 52
Intellectual Property and Intellectual Property Rights mean all industrial and intellectual property, including, without limitation, patents, patent applications, invention registrations, and all other rights in inventions, copyrights in published and unpublished works, whether registered or unregistered, know-how, trade secrets, and confidential and proprietary information, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

Order Document means (i) any document attached hereto and identified as an Order Document or SOW on the Attachment Schedule on the Effective Date, and (ii) any other document identified as an Order Document or SOW that contains Fees and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services, references this Agreement, and is executed by the Parties after the Effective Date.

Statement of Work or SOW means any document describing services to be provided by Itron that is (i) attached hereto and identified as a Statement of Work on the Attachment Schedule, or attached to an Order Document, on the Effective Date, or (ii) any other document identified as a Statement of Work that references this Agreement and is executed by the Parties, or is attached to an Order Document that is executed by the Parties, after the Effective Date.

Territory means the country in which Itron delivers products and services to Customer. 3 Term.

The initial term of this Agreement begins on the Effective Date and expires three (3) years following the Effective Date, unless terminated earlier as set forth herein. Thereafter, the term of this Agreement may be renewed for successive one-year periods, upon mutual written agreement of the Parties. Any in-process Statements of Work and any accepted Purchase Orders as of the expiration date of this Agreement shall be completed by the Parties and the term of this Agreement will be extended solely for that purpose until completion. This section is subject to Section 11 (“Termination”) of these General Terms and Conditions.
4 Warranties and Disclaimer.

4.1 Warranties.

All warranties relating to products and services provided by Itron under this Agreement are set forth in the applicable Addendum or Order Document.

4.2 Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY ITRON UNDER SECTION 4.1 (WARRANTIES”)

OF THESE GENERAL TERMS AND CONDITIONS, ITRON MAKES NO WARRANTY OF ANY KIND RELATING

TO PRODUCTS AND SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT

LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT, AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY

CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD. ITRON AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT PRODUCTS OR SERVICES WILL BE FREE FROM BUGS, ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE.

ITRON ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY INTERRUPTION OR CESSATION OF Item 1e
Attachment 1
Itron
00052700.0
Itron Master Sales Agreement Page 4 of 52

TRANSMISSION VIA CUSTOMER OR THIRD-PARTY WAN, CELLULAR OR OTHER PUBLIC

COMMUNICATIONS OR BROADBAND SYSTEMS (INCLUDING OUTAGES, DISCONTINUANCE, DEVICE

NON-REACHABILITY, LOSS OR INACCURATE READING) OR FOR ANY CONSEQUENCES, LOSSES, OR

DAMAGES ARISING FROM CHANGES MADE BY CUSTOMER TO THE CONTENT OR PROGRAMMING OF EQUIPMENT (UNLESS CAUSED BY A DEFECTIVE PRODUCT). THESE DISCLAIMERS WILL APPLY

NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER THIS AGREEMENT.
5 Intellectual Property.

5.1 Reservation of Intellectual Property.

Subject to the limited rights expressly granted by Itron to Customer under this Agreement: (i) Itron reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) as between the Parties, Itron owns all rights, title and interest in and to its Confidential Information and the products, services and related deliverables provided by Itron under this Agreement. Subject to the limited rights expressly granted by Customer to Itron under this Agreement, Customer reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) as between the Parties, Customer owns all right, title and interest in and to its Confidential Information and Customer Data. All rights, titles, and interests not specifically and expressly granted by either Party hereunder are hereby reserved. Nothing in this Agreement will be understood to preclude or limit Itron from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those delivered to Customer.

5.2 Customer Suggestions.

Itron shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any products and services any suggestions, enhancement requests, recommendations or other feedback provided by Customer.
6 Fees, Invoicing, Payment, and Taxes.

6.1 Fees.

Fees for products and services are set forth in the applicable Order Document or Statement of Work.

Unless otherwise provided in an applicable Addendum, Order Document, or Statement of Work, Fees for products and services are in US Dollars and valid for one (1) year from the effective date of the Order Document or Statement of Work.

6.2 Invoicing.

Itron will invoice Customer for products and services in accordance with the applicable Addendum, Order Document or Statement of Work. Itron will issue invoices to Customer via email to an email address, which Customer shall designate.

6.3 Payment.

Customer must pay each invoice within thirty (30) days of the invoice issuance date. Payment must be made in US Dollars and made by electronic transfer to a bank account designated by Itron.

Item 1e
Attachment 1
Itron
00052700.0
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6.4 Invoice Disputes.

Customer shall notify Itron in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within 15 (fifteen) business days from the original invoice date. Invoices for which no such timely notification is received shall be deemed accepted by Customer as true and correct, and Customer shall pay all amounts due under such invoices within the period set forth in Section 6.3. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the dispute resolution provisions set forth in Section 14.

Notwithstanding anything to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by Customer of all undisputed amounts due and payable under this Agreement.

6.5 Late Payment.

Except for invoiced payments that Customer has timely disputed, all late payments shall bear interest at the lesser of the rate of one percent (1%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. In addition to all other remedies available under this Agreement or at law (which Itron does not waive by the exercise of any rights hereunder), Itron shall be entitled to suspend the provision of any services and/or delivery of any products if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.

6.6 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 Customer and shall only be reimbursed to the extent consistent with Customer’s travel policy.

6.7 No Setoff.

Customer shall not withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Itron, whether relating to Itron's breach, bankruptcy, or otherwise, unless otherwise expressly agreed upon by the Parties in writing.

6.8 Taxes.

All prices are exclusive of any taxes, however designated, including without limitation sales or use, goods and services, consumption or other similar fees or taxes imposed on it with respect to the payments due to Itron under this Agreement. Customer shall be responsible for and pay on a timely basis any taxes imposed on it related to products and services provided by Itron pursuant to this Agreement (except for taxes based on Itron’s net income) or shall present Itron with an exemption certificate or direct pay permit authorized by the relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on the invoice. The Parties agree to fully cooperate with one another regarding taxes and any related issues arising from this Agreement and to use reasonable efforts to make use of any lawful reliefs or exemptions that could apply. If applicable and Item 1e
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to the extent permitted by law, Customer shall indemnify and hold Itron and its affiliates harmless from any tax liability assessed against Itron or its affiliates but rightfully owed by Customer arising from or related to transactions relating to this Agreement.
7 Third-Party Claims.

7.1 General Claims.

The Defending Party will defend the Defended Party from and against Claims arising from personal bodily injury, death, or damage to tangible personal property or real property, and will indemnify the Defended Party from resulting settlements approved by the Defending Party and final judgments entered against the Defended Party, to the extent caused by the negligence or willful misconduct of the Defending Party.

7.2 Infringement Claims.

Itron will indemnify, hold harmless and defend Customer, or at its option settle, any Claim against Customer alleging that any Itron-branded products or services, as delivered to Customer, infringe upon any third party’s United States Intellectual Property Rights. If Itron receives notice of an alleged infringement by any products or services, or if Itron reasonably believes that an infringement Claim is likely, Itron may stop delivery of the affected products or services without liability for failure to deliver them. Itron will have the right, at its sole option, to obtain the right for Customer to continue use of the affected products or services, or to replace or modify the affected products or services so that they are no longer alleged or believed to infringe, if it can be done without significant loss of functionality. If neither of the foregoing options are available to Itron on commercially reasonable terms, Itron may terminate Customer’s use of the affected products or Services without further liability under this section, in which case Itron will refund to Customer the depreciated value of the affected product and any prepaid unused portion of the service.

7.3 Conditions to Defense.

As a condition to the Defending Party’s obligations under Section 7.1 or Section 7.2 above, the Defended Party must: (i) promptly notify the Defending Party in writing of the Claim; (ii) give the Defending Party all reasonably requested information and assistance in connection with the Claim in a timely manner; and (iii) give the Defending Party the sole right to control the defense and settle of the Claim. The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended Party; (b) there is no injunctive or other non-monetary relief against the Defended Party; and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability in respect of the Claim.

7.4 Exclusions to Infringement Claim Defense.

Itron will have no obligation under Section 7.2 above for any infringement Claim in which infringement is alleged or caused by (i) the combination, operation or use of any product or service provided by Itron with any product or service (including third-party software and equipment) not provided by Itron (i) any modification to products or services made either without Itron’s prior written consent or by a person other than Itron or an authorized representative of Itron, (ii) failure to use updated or modified products or services as provided by Itron, (iii) use of any release of Itron software or any firmware other than the most current release made available to Customer, (iv) use of products or services not in accordance Item 1e
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with this Agreement and applicable Documentation, or (v) Itron’s compliance with any designs, specifications, or instructions provided by Customer, or (vii) use of any Customer or third-party wireless data services. In addition, Itron shall not be liable for enhanced or punitive damages that could have been avoided or reduced by actions within the control of Customer.

7.5 EXCLUSIVE REMEDY. THIS SECTION 7 CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT AGAINST CUSTOMER. 8 Insurance.

Itron will maintain the following minimum levels of insurance (i) workers’ compensation insurance for Itron employees equal to applicable statutory limits and an employer’s liability policy in an amount not less than $1,000,000.00; (ii) an occurrence form commercial general liability policy or policies in an amount not less than $1,000,000 per occurrence and $2,000,000.00 aggregate; (iii) an automobile liability policy or policies in an amount not less than $1,000,000.00 combined single limit; and (iv) a professional liability policy or policies insuring against liability for errors and omissions covering professional activities contemplated under this Agreement in an amount not less than $1,000,000.00.

Upon written request, Itron will provide Certificates of Insurance evidencing the coverage described, so long as Itron is providing products or services under this Agreement. Customer shall be named as an additional insured in the commercial general liability and automobile liability policies. 9 Data Protection.

The Parties must implement and establish reasonable security protocols for the protection and retention of Customer Data. As between Customer and Itron, Customer will retain its rights in Customer Data; provided, however, Customer hereby grants Itron a non-exclusive, royalty-free, perpetual, worldwide license to copy, modify, use, sublicense, distribute, display, create derivative works of all Customer Data for the purposes of (i) providing products and services to Customer, (ii) testing, troubleshooting, and optimizing performance and quality of Itron’s products and services, and (iii) creating Anonymized Data Sets, so long as Customer is not identifiable and all personally identifiable information is either removed or anonymized. Itron’s use of Anonymized Data Sets, including for the purposes of analysis, reporting, program management, and to maintain, improve, and develop its products and services, shall not conflict with Itron’s obligations under this Agreement and shall comply with applicable data security and privacy protection laws. Itron assumes no responsibility for Customer or third-party content carried on Customer’s or Itron’s systems. Customer warrants and represents that, during the term of this Agreement, (a) it has the legal right and authority to grant Itron access to view, store, and use the Customer Data to provide products and services, and (b) Itron’s transmission, use and storage of any such Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between Customer and any third-party. 10 Confidentiality.

Each Party receiving, possessing, accessing or otherwise acquiring Confidential Information of the other Party acknowledges that the disclosing Party's Confidential Information is the property of and confidential to, or a trade secret of, the disclosing Party. The receiving Party: (a) must keep the disclosing Party's Confidential Information confidential and may not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the disclosing Party’s prior written approval; Item 1e
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(b) must take all reasonable steps to secure and keep secure all disclosing Party's Confidential Information coming into its possession or control; (c) may not disclose any Confidential Information to anyone other than the receiving Party’s employees, agents, contractors or subcontractors and professional advisors, or those of its Affiliates, who have a need to know such Confidential Information; (d) must use the Confidential Information solely for purposes related to the subject matter of this Agreement or for potential future commercial transactions between the Parties not otherwise covered by a separate agreement; and (e) must ensure that any person to whom it discloses Confidential Information in accordance with this provision is subject to binding confidentiality obligations that are at least as restrictive as those set forth in this Agreement. It is understood that Customer 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 Itron’s confidential information, Customer shall provide Itron with prompt written notice of the request and the date that such records will be released to the requester unless Itron obtains a court order enjoining that disclosure. If Itron fails to obtain a court order enjoining that disclosure, Customer will release the requested information on the date specified. Customer also agrees to reasonably cooperate with Itron to mitigate the disclosure of such software and/or documentation to the extent requested by Itron and allowed by applicable public records laws. 11 Termination.

Either Party may terminate this Agreement by providing the other Party with written notice if the other Party (i) becomes insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings, or (ii) commits a material breach of this Agreement that remains uncured for thirty (30) days following delivery of written notice of such breach. Any notice of breach must specify (a) the nature of the breach, and (b) the specific act or acts that the non-breaching Party contends would correct such breach. For the avoidance of doubt, Customer’s failure to pay invoices timely will be deemed a material breach of this Agreement. 12 Survival.

The following sections of these General Terms & Conditions shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Introduction), 2 (Definitions), 3 (Term), 4.2 (Disclaimer), 5 (Intellectual Property), 6 (Fees, Invoicing, Payment and Taxes), 9 (Data Protection), 10 (Confidentiality), 11 (Termination), 12 (Survival), 13 (Limitation of Liability), 14 (Disputes), 15 (Governing Law and Venue), 17 (Publicity), 18 (Sub-contractor and Outsourcer), 19 (Independent Contractor), and 20 (Miscellaneous). An Addendum or Order Document may also contain provisions that expressly survive termination or expiration of this Agreement or any Order Document or Statement of Work.
13 Limitation of Liability.

Except for Customer’s violation of Itron’s Intellectual Property Rights, neither Party will be liable to the other Party for any consequential, indirect, special, incidental, punitive or exemplary damages arising out of this Agreement or products or services provided hereunder (including, but not limited to, damages for loss of data, goodwill, profits other than amounts payable by Customer to Itron hereunder, investments, use of money or facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets), whether or not foreseeable and even if such Party has been advised of the possibility of such damages. Except for Customer’s payment obligations hereunder or violation of Itron’s Intellectual Property Rights, neither Party’s total, aggregate liability to the other Party arising Item 1e
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out of or related to this Agreement or any products or services provided hereunder shall exceed the amounts paid and payable by Customer under the applicable Order Document or Statement of Work during the twelve month period immediately preceding the date upon which the liability arose, regardless of whether any action or claim is based on contract, warranty, indemnity, negligence, strict liability or other tort or otherwise.
14 Disputes.

The Parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a “Dispute”) in accordance with this Section. A Party shall send written notice to the other Party of any Dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within thirty (30) Business Days after one Party delivers the Dispute Notice to the other Party, either Party may, by written notice to the other Party (“Escalation to Executive Notice”), refer such Dispute to the executives of each Party designated by such Party in a written notice to the other Party (“Executive(s)”). If the Executives cannot resolve any Dispute during the time period ending thirty (30) Business Days after the date of the Escalation to Executive Notice (the last day of such time period, the “Escalation to Mediation Date”), either Party may submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in participating in the mediation.

The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. If the Parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, within sixty (60) Business Days after the Escalation to Mediation Date, either Party may proceed in accordance with the provisions of Section 15 (Governing Law and Venue). Notwithstanding the foregoing, nothing in this Section shall be construed as preventing a Party from seeking available equitable relief, including without limitation, specific performance and injunctive relief in a court of competent jurisdiction.
15 Governing Law and Venue.

This Agreement and all related documents, including all addenda attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New York, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Itron hereby consents and submits to the jurisdiction and forum of the state and federal courts in New York, in all questions and controversies arising out of this Agreement. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

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16 Legal Compliance.

Each Party must comply with all applicable laws. Itron’s products and services delivered under this Agreement are subject to the U.S. Export Administration Regulations (“EAR”; 15 CFR part 730 et seq.) and any applicable laws and regulations of the particular country to which such items are shipped or received. Customer shall comply with all applicable export control laws and shall not cause, directly or indirectly, the export, re-export, or transfer of any such items or services to destinations or persons without obtaining any required prior authorization from the U.S. Government and any other applicable local authorities. Customer shall not do anything to cause Itron to violate such export control laws, including, but not limited to, requesting support for a product that has been unlawfully re-exported or requesting delivery of a product or service intended for a U.S. sanctioned region or person. Each Party represents that it is not listed on a U.S. Government restricted party list for export control or trade sanctions purposes, and is not 50% or more owned, in the aggregate, by one or more restricted parties.

Customer shall maintain any required export records related to Itron’s products or services and make such records available to Itron upon request. The Parties must comply with all anti-bribery laws and may not make any payments or transfer any item of any value for the purpose of bribing any individual or group, or accepting or participating in any extortion, kickbacks, or other unlawful or improper means to obtain business related to this Agreement or products and services orderable under this Agreement. 17 Publicity.

Itron may use Customer’s name and logo as a part of Itron’s normal marketing materials, provided it does not imply that Customer endorses Itron, unless Customer agrees to such in writing. 18 Nuclear Applications.

Customer acknowledges that products and services orderable under this Agreement are not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility. 19 Sub-contractor and Outsourcer.

Itron may hire, engage, or retain the services of one or more subcontractors and/or outsourcing providers to perform any or all of its obligations related to its product development, network operations, and/or any portion of services provided under this Agreement, provided that Itron shall remain responsible for compliance with the terms of this Agreement. Subcontractors and outsourcing providers that have access to Customer Data will be bound by written obligations of confidentiality and data security requirements as restrictive as those required under this Agreement. Customer Data shall be stored in the United States.
20 Independent Contractor.

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. The Parties are independent contractors. Neither Party has any authority to act on behalf of, or to bind the other to any obligation. 21 Force Majeure.

Neither Party (the “Impacted Party”) shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Customer’s obligations to make payments to Itron under this Agreement), when and to the extent such failure or delay is caused by or results from acts or omissions Item 1e
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(whether in effect on or after the Effective Date of this Agreement) beyond the Impacted Party's reasonable control and without the Impacted Party’s negligence, including, without limitation: (a) acts of God; (b) severe weather, flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) changes in applicable laws or regulations; (e) embargoes or blockades; (f) action or inaction by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, or slowdowns or other industrial disturbances; (i) shortage of adequate materials, qualified labor, power or transportation; (j) epidemics, pandemics or quarantines; and (k) other similar or dissimilar circumstances outside the Impacted Party’s reasonable control and without the Impacted Party’s negligence (each a "Force Majeure"). 22 Conflict Of Interest. Itron 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. Itron and its officers, employees, associates and subcontractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Itron’s services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090.
23 No Recourse against Constituent Members of Authority. Customer 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. Customer shall solely be responsible for all debts, obligations and liabilities accruing and arising out of this Agreement. Itron shall have no rights and shall not make any claims, take any actions or assert any remedies against any of Customer’s constituent members in connection with this Agreement. 24 Miscellaneous.
(a) If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction or arbitration panel, such provision will be deleted and the remaining terms will be construed so as to give maximum lawful effect to any such deleted terms. (b) Section numbers and captions are provided for convenience of reference and do not constitute a part of this Agreement. Any references to a particular section of this Agreement will be deemed to include reference to any and all subsections thereof. (c) The Parties agree that neither of them will be deemed the drafter of this Agreement and that no provision will be construed in favor of one Party on the ground that such provision was drafted by the other. (d) No waiver by either Party of any breach under this Agreement will constitute a waiver of any other breach. (e) This Agreement is not made for the benefit of any third parties. (f) All notices under this Agreement must be sent in writing to the addresses identified in this Agreement or to such other address as such Party has notified the other in writing, will be effective on the date received (unless the notice specifies a later date) and must be sent by a courier service that confirms delivery in writing, or by certified or registered mail, postage prepaid, return receipt requested. All communications and notices to be made or given pursuant to this Agreement must be in English. (g) Customer may not assign this Agreement or any of its rights hereunder without Itron’s prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns, but any assignment in violation of this provision will be void. (h) This Item 1e
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Agreement may be executed and delivered in counterparts, including by a facsimile or by scan and electronic transmission, each of which will be deemed an original. Any document generated by the Parties related to this Agreement may be imaged and stored electronically and introduced as evidence in any proceeding as if original business records. (i) This Agreement contains the complete and entire agreement between the Parties as to its subject matter, and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written with respect to such subject matter. Where Customer is required to “click through” or otherwise accept or made subject to any online terms and conditions in accessing or using the services, such terms and conditions are not binding and shall have no force or effect as to the services or this Agreement. (j) This Agreement may not be modified except by mutual written agreement signed by the Parties’ authorized representatives expressly modifying this Agreement. Electronic communications do not constitute a “written agreement” under this provision.

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AGREED:

Itron, Inc. Silicon Valley Clean Energy
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Printed Name Printed Name
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Date Date
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EXHIBIT A

ATTACHMENT SCHEDULE
 Software Addendum
 Professional Services Addendum
 Maintenance and Support Services Addendum
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SOFTWARE ADDENDUM
1 Relationship to General Terms and Conditions.

This Addendum is subject to the General Terms and Conditions and applicable Order Documents. 2 Additional Definitions.

The following defined terms are in addition to those defined in the General Terms and Conditions:

Authorized Installations means installations of Itron Software only on one production environment and one test environment on Customer premises.

Endpoints means a physical device (e.g., a meter, encoder-receiver-transmitter module, or other measuring, monitoring or sensing device) capable of being used in connection with Itron Software.

Itron Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Customer under this Agreement that are developed by or on behalf of Itron.

License Term means the duration of the Itron Software license granted by Itron to Customer under this Addendum.

Software means Itron Software and Third-Party Software.

Software Warranty Period means a period of 90 days from the date of delivery, unless otherwise specified in the applicable Order Document.

Third-Party Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Customer by a third-party and that are not developed by or on Itron’s behalf.
3 Ordering Software.

Customer shall order Software by issuing a Purchase Order to Itron in accordance with this Agreement. 4 Invoicing.

Itron will invoice Customer for Fees due for Software upon the date of delivery. 5 Itron Software License.

Subject to Customer’s payment of all applicable Fees and compliance with this Agreement, Itron hereby grants to Customer a non-exclusive and non-transferable license during the License Term to use Authorized Installations of Itron Software and related Documentation for Customer’s internal business purposes solely i) within the Territory ii)in connection with the number of Endpoints or other devices specified on the applicable Order Document; and iii) in accordance with any other restrictions specified on the applicable Order Document. Customer is not permitted to copy Itron Software other than to make one machine readable copy for disaster recovery or archival purposes.

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6 Third-Party Software.

All Third-Party Software and related documentation is separately licensed to Customer by the applicable third-party, and Customer’s rights and responsibilities with respect to such software or documentation shall be governed in accordance with the third-party licensor’s applicable software license. If Customer chooses to order Third Party Software, Customer shall enter into or accept one or more separate third-party agreements as part of the ordering, fulfilment, installation and/or download processes for such Third Party Software.
7 Documentation.

Itron will make its standard Documentation for Itron Software available via download. Itron will provide Customer with download instructions.
8 Itron Software License Restrictions.

Customer is not permitted to (i) modify or create any derivative works from Itron Software, (ii) distribute the Itron Software, (iii) include or combine Itron Software with any software, equipment, or hardware other than as expressly authorized in writing by Itron, (iv) use Itron Software to provide services to third-parties, (v) reverse assemble, decompile, reverse engineer Itron Software or otherwise attempt to derive its source code except as may be permitted by applicable law, (vi) export Itron Software out of the Territory, or (vii) use any Itron Software to create products or services that compete with any of Itron’s products or services. Customer’s breach of these restrictions or use of Itron Software or Documentation other than as licensed hereunder shall constitute a material breach of this Agreement and shall result in revocation and immediate termination of all rights and licenses granted under this Agreement. Revocation does not preclude Itron from pursuing any legal and equitable remedies for Customer’s breach of these restrictions.
9 U.S. Government Contracts Only.

If a Software license is acquired under a United States government contract, Customer acknowledges that Software, Updates and associated Documentation (i) are "Commercial Computer Software" as defined in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (FAR) and in 48 C.F.R. 227.7014(a)(i) of the Department of Defense Federal Acquisition Regulations Supplement (DFARS), and (ii) are provided with only the commercial rights and subject to the restrictions described in this Agreement. 10 Limited Itron Software Warranty.

For the Software Warranty Period, Itron warrants solely to Customer that the Itron Software will substantially conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the warranty period set forth in this section, repair or replace non-conforming Itron Software to substantially conform to the foregoing warranty, provided that Itron will have no obligation to repair or replace any non-conforming Itron Software if this Agreement or applicable Order Document has terminated or expired. The foregoing warranty does not apply to non-conformities in Itron Software due to: (i) modifications not made or approved by Itron in writing; (ii) Customer’s or any third party’s negligence or intentional misconduct; (iii) misuse or abuse, including the failure to use or install Itron Software in accordance with the Documentation; (iv) incorrect data, or data entry or output, as applicable, by Customer or a third party; (v) use with third party software, hardware or firmware not provided or authorized by Itron in writing; (vi) a Force Majeure event; or (vii) viruses or security Item 1e
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vulnerabilities introduced into the Itron Software or Customer’s systems through no fault of Itron. After the ninety (90) day period described above, any Itron Software errors will be addressed under maintenance and support terms.
11 Effect of Expiration or Termination for Cause.

Upon termination of an Itron Software license for cause or expiration of a License Term, whichever occurs first, Customer shall immediately discontinue use of the applicable Itron Software and related Documentation, and Customer will destroy or return to Itron any and all copies. Upon Itron’s request, Customer will confirm in writing that Customer has destroyed or has returned Itron Software and related Documentation in compliance with this section. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other files or materials. Termination of an Itron Software license for cause will not restrict Itron from pursuing any other remedies available to it, including injunctive relief, nor will it relieve Customer of its obligation to pay all fees that accrued prior to such termination. 12 Third-Party Software Warranty.

Itron is not the owner of Third-Party Software and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of any Third-Party Software. Third-Party Software shall be subject to any warranties provided by the Third-Party Software provider. Itron will pass through to Customer, or make commercially reasonable efforts to enforce on Customer’s behalf, any warranties and remedies received from the Third Party Software provider. 13 License Use Verification & Audit.

13.1 License Use Verification.

Promptly upon Itron’s written request, and no more than once annually, Customer must furnish Itron with a letter signed by an officer of Customer, verifying that Itron Software is being used by Customer in compliance with the licenses granted, and confirming the number, identification, type and location of Endpoints and other devices being managed by Customer using Itron Software.

13.2 Audit.

Itron has the right to audit Customer records to verify the number of Endpoints and other devices being managed by Customer using Itron Software and otherwise confirm Customer's compliance with license restrictions and Fee obligations of this Agreement. Itron must provide Customer with at least thirty (30) days prior written notice of the audit. The audit must be conducted during Customer’s normal business hours at a mutually agreeable location. Itron’s right to conduct an audit under this section is limited to one time per year, unless Itron has reason to believe that Customer is out of compliance with the license restrictions and Fee obligations of this Agreement. Itron has the right to use an independent auditor to conduct the audit. The audit shall be at Itron’s sole cost and expense, unless the audit identifies a deficiency in Fees or other amounts owed or reimbursable by Customer during the audited period that is greater than five percent (5%) of the total amounts payable by Customer – in which case Customer must reimburse Itron for all reasonable costs of the audit. All amounts found to be owed by Customer under this Section will be payable within thirty (30) days after receipt of invoice from Itron.

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14 Survival.

The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditions), 2 (Additional Definitions), 4 (Invoicing), 5 (Itron Software License) except to the extent applicable license rights expire or are terminated in accordance with this Agreement, 6 (Third-Party Software), 8 (Itron Software License Restrictions), 9 (U.S. Government Contracts Only), 10 (Limited Itron Software Warranty), 11 (Effect of Termination for Cause), 12 (Itron Disclaimer of Third-Party Software Warranty), 13 (License Use Verification & Audit) and 14 (Survival). [End]
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PROFESSIONAL SERVICES ADDENDUM

1. Relationship to General Terms and Conditions.

This Addendum is subject to the General Terms and Conditions and applicable Order Documents.

2. Additional Definitions.

The following defined terms are in addition to those defined in the General Terms and Conditions:

Change means a change to the scope of Professional Services or related deliverables to be provided by Itron under a Statement of Work.

Change Request means a request made by Itron or by Customer for a Change.

Change Order means a written document describing a Change agreed to by Itron and Customer that is signed by both Parties.

Professional Services means professional services such as installation services, implementation services, consulting services and project management services and other similar services described in a Statement of Work, but excluding cloud services, managed services and support and maintenance services.

3. Statement of Work Requirement.

Itron has no obligation to provide Professional Services in the absence of a Statement of Work agreed to by Itron and the Customer and a Purchase Order issued by Customer to purchase Professional Services under that Statement of Work. Customer shall order Professional Services by issuing a Purchase Order to Itron in accordance with this Agreement.

4. Expenses.

Customer will reimburse Itron for reasonable out-of-pocket travel-related expenses incurred by Itron relating to the provision of Professional Services unless specified otherwise in the Statement of Work.

5. Invoicing.

Itron will invoice Customer for Professional Services as set forth in the applicable Order Document or Statement of Work. Unless otherwise provided in the applicable Order Document or Statement of Work, Itron will invoice Customer for Professional Services at the end of the month in which they are performed and for expenses as incurred.

6. Customer Responsibilities.

Customer shall timely perform all its assigned roles, responsibilities and tasks under each Statement of Work using qualified personnel. Customer shall also provide Itron with reasonable cooperation with respect to the Professional Services, including for example, by providing Itron with reasonable access to Customer’s facilities, service territory, personnel, systems, and information.

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7. Reference Information.

If Customer provides Itron any designs, technical information, or other information required by Itron to provide Professional Services and/or related deliverables (collectively, “Reference Information”), Itron shall be entitled to rely on the accuracy of such information and documents. To the extent Customer’s failure to provide accurate and complete Reference Information results in any delay or increases Itron’s cost of performing Professional Services, the delay shall be excused, and Itron shall have the right to increase its Fees as necessary to offset its increased costs of performing Professional Services. Itron will provide Customer with reasonable evidence of its increases costs of performing the Professional Services and will make commercially reasonable efforts to minimize such costs to the extent practicable under the circumstances.

8. Delays.

To the extent Customer’s failure to adhere to Customer’s responsibilities and requirements under an Order Document or Statements of Work results in any delay or increases Itron’s cost of performing Professional Services, the delay shall be excused, and Itron shall have the right to increase its Fees as necessary to offset its increased costs of performing Professional Services. Itron will provide Customer with reasonable evidence of its increases costs of performing the Professional Services and will make commercially reasonable efforts to minimize such costs to the extent practicable under the circumstances.

9. Express Warranties for Professional Services.

Itron warrants to Customer that Professional Services will be provided by personnel with the requisite experience, skills, knowledge, training and education and in a timely, professional, and workmanlike manner in accordance with the applicable Statement of Work.

10. Remedies.

As Customer’s exclusive remedy for any material noncompliance by Itron with the express warranties provided above for Professional Services, Itron shall correct any noncompliance within a reasonable period of time under the circumstances, if Customer gives Itron written notice (which notice must describe the noncompliance in sufficient detail to enable Itron to provide the required corrective action) within ninety (90) days of performance of the applicable noncompliant Professional Services. If Itron, in its sole discretion, is unable to correct the noncompliance, it will refund to Customer a pro-rata amount paid for the nonconforming Professional Services.

11. Change Requests & Change Orders.

Either Party may propose a Change Request. All Changes must be approved pursuant to the Change Order. The Parties will adhere to any Change Request procedures set forth in the applicable Order Document or Statement of Work. If Itron receives a Change Request from Customer, Itron will prepare and submit a proposed Change Order to Customer describing the Change and associated fees. No Change Order will be binding upon Customer or Itron unless signed by authorized representatives of both Parties. All Change Orders will be governed by the terms and conditions of this Agreement.

12. Project Deliverables.

Itron shall provide Customer with project-related documentation and other deliverables identified in the applicable Statement of Work. Customer shall have a non-exclusive, non-transferable license to use Item 1e
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such documentation and other deliverables for Customer’s internal business in furtherance of the purpose for which they were provided by Itron. For clarity, the foregoing license does not apply to software or firmware licensed by Customer under other Addenda to this Agreement.

13. Survival.

The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditions), 2 (Additional Definitions), 3 (Statement of Work Requirement), 4 (Expenses), 5 (Invoicing), 7 (Reference Information), 8 (Delays), 9 (Express Warranties for Professional Services), 10 (Remedies), 11 (Change Requests & Change Orders), 12 (Project Deliverables) only with respect to licensing, and 13 (Survival). [End]

MAINTENANCE AND SUPPORT SERVICES ADDENDUM

1. Relationship to General Terms and Conditions.

This Addendum is governed by the General Terms and Conditions and applicable Order Documents.

2. Additional Definitions.

The following defined terms are in addition to those defined in the General Terms and Conditions:

Annual Adjustment means Itron’s annual price increase.

Annual Fees means the annual fees identified in an Order Document for each category of Covered Product, plus the Annual Adjustment, if any.

Client Services Guidelines Documents means the following documents as they may be updated by Itron from time to time: “Product Contact Information Sheet”, “After Hours Support”, “Itron Equipment Repair Center Locations”, and “Working Effectively with Itron Global Services”. Copies of the Client Services Guidelines Documents may be obtained by calling (877) 487-6602 or such other number or process provided by Itron to Customer.

Covered Equipment means Itron equipment identified as “Covered Equipment” in an Order Document.

Covered Firmware means Itron’s network and application firmware embedded within a communicating device identified in an Order Document (e.g., network interface cards, meters, endpoints, network equipment, etc.) for which Customer has purchased firmware Maintenance Services.

Covered Products mean Covered Firmware, Covered Software, Covered Equipment and Third Party Covered Products.

Covered Software means Itron software identified as “Covered Software” in an Order Document.

Error means a material failure of Covered Firmware or Covered Software to comply with applicable published Itron specifications.

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Fix means a correction or workaround for an Error.

Global Support Services means those support services provided by Itron technical representatives via telephone, email, website or other means to assist Customer’s Primary Service Contacts with questions or issues related to the operation of Covered Products.

Improvement means an update, modification, enhancement and/or extension to Covered Software functionality that is included in a Release.

M&S Commencement Date means the date upon and after which a Covered Product will be entitled to receive Maintenance Services, which unless otherwise provided in the applicable Order Document, will be as follows:

Covered Product M&S Commencement Date
On premise Covered Software First day of month following date Covered Software is made available to Customer
Covered Firmware Date of shipment of the applicable
communicating device
Covered Software provided as Software-as-a-Service or Hybrid SaaS subscription The earlier of (1) validation of Software-as-a-Service implementation by Itron pursuant to the applicable Statement of Work, or (2) sixty
(60) days after completing application system
setup
Covered Equipment End of warranty period
Third Party Covered Products Per applicable third-party service provider terms and conditions
Maintenance Billing Cycle means a period of one year beginning on the Effective Date or any anniversary thereof.

Maintenance Services means services provided under this Addendum.

Operating Condition means performance in accordance with applicable published Itron specifications.

Primary Services Contacts means Customer’s primary support staff who provides internal support to Customer’s operations personnel and who are key interface to Itron for all Maintenance Services.

Release means a collection of Fixes and / or Improvements made available by Itron to Customer.

Service Levels means the defined level of impact and associated response time, effort level, and escalation path procedures and guidelines described in Attachment A-1 to this Addendum.

Service Request means an Itron tracked Customer request for Global Support Services.

Third Party Covered Products means third-party equipment and third-party software identified as “Third Party Covered Products” in an Order Document.

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3. End of Support.

Itron may discontinue Maintenance Services for any Covered Equipment, Covered Firmware or Covered Software, effective as of the end of the applicable Maintenance Billing Cycle, by giving Customer written notice of such discontinuance no less than one hundred eighty (180) days prior to the end of such Maintenance Billing Cycle. The end of support date for a Third Party Covered Product shall be the date specified by the applicable third-party service provider, which date will be promptly communicated by Itron to Customer following the date of receipt.

If the end of support date is scheduled within a subsequent Maintenance Billing Cycle, Annual Fees for that subsequent Maintenance Billing Cycle will be pro-rated through the end of support date. At Customer’s request, or as defined in a related SaaS addendum / Order Document, Itron may elect to provide custom support for products for which Maintenance Services have been discontinued at Itron’s then-current rates. Unless otherwise agreed by the Parties in accordance with the foregoing sentence, Itron shall have no obligation to provide Maintenance Services with respect to Covered Products for which Itron has discontinued Maintenance Services.

Periodically, Itron will make available product plan publications, including product information letters (PIL), product newsletters or written technology roadmaps which outline Itron’s general plans for continued support and end of support of applicable Covered Products. Product publications are used as general guidelines for Customer communications and planning, which may be updated from time to time.

4. Principal Services Contacts.

4.1 Designation by Customer.

Customer shall designate a minimum of one and not more than two Primary Services Contacts for each Covered Product line, to serve as administrative liaisons for all matters pertaining to Maintenance Services for such Covered Product line and shall provide their contact information to Itron’s customer account representative. Primary Services Contacts shall promptly report problems with Covered Products by submitting a Service Request for entry into Itron’s support tracking system. Although it is Customer’s sole right to choose its Primary Services Contacts, Customer and Itron acknowledge that each Primary Services Contact must have the appropriate technical skills and training for the position.

If Customer replaces a Primary Services Contact, Customer will provide updated contact information to Itron’s customer account representative, and the new Primary Services Contact will be properly trained prior to interfacing with Itron support personnel.

4.2 Training of Principal Services Contacts.

Before a Primary Services Contact interfaces with Itron support personnel, he/she will attend training sessions offered by Itron, an Itron-approved trainer, or Customer’s training program approved by Itron to ensure that the Primary Services Contact is (i) knowledgeable about operation of the applicable Covered Products, and (ii) qualified to perform problem determination and remedial functions with respect to such Covered Products. Customer may perform Itron-approved training or may engage Itron to perform training of Primary Services Contacts at Itron’s then current rates. Itron will make training sessions available by remote video conference or training will be made available at a location or in a Item 1e
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manner mutually agreed by the Parties. Customer shall be responsible for all Customer’s associated travel-related expenses and, if the Parties agree that training will be provided at a location other than an Itron-designated facility (e.g., at a Customer-proposed facility), Customer will also reimburse Itron’s pre-approved travel-related expenses. The Primary Services Contacts must have the skills and capabilities to train other Customer personnel on Covered Products. Itron may update Covered Product training from time to time and, upon receiving notice of such updates from Itron, Customer shall promptly provide such training to its Primary Services Contacts in accordance with this Section. 5 Global Support Services & Service Requests.

5.1 Global Support Services.

Itron will make support representatives available to provide technical support during its then current normal business hours as set forth in the Product Contact Information Sheet included within the Client Services Guidelines Document. Global Support Services include troubleshooting & problem diagnosis relating to Covered Products; release or system management consulting; and recommendations for fully utilizing Covered Products. Customer acknowledges and agrees that Global Support Services are not intended as a substitute for training of Customer personnel, field support, or Itron professional services.

Nor will Customer use Global Support Services in lieu of having qualified and trained support personnel of its own.

5.2 Service Request Process.

Customer shall submit Service Requests in the manner required by the Client Services Guidelines Documents and Service Levels. Customer may submit Service Requests on a 24/7/365 basis and Itron will respond to such Service Requests in accordance with the Service Levels. When Customer submits a Service Request, Customer will reasonably assess its urgency according to the appropriate Severity Level in Attachment A-1 to this Addendum. Itron will designate the initial Severity Level and the Parties will resolve any perceived gap regarding the Severity Level designation as soon as is reasonably practical.

5.3 Field Support.

At Customer’s request, and Itron’s approval, Itron will dispatch support personnel to Customer’s location to provide onsite Global Support Services (“Requested Field Support”) related to a reported problem which cannot be addressed remotely. Requested Field Support will be billed at Itron’s then-current rates, and Customer will reimburse Itron’s pre-approved travel-related expenses, unless the cause of the reported problem is found to be the fault of Itron. 6 Itron Firmware and Software Maintenance.

6.1 Scope.

Firmware Maintenance Services covers its associated Covered Firmware embedded within the applicable communicating device. Software Maintenance Services covers its associated Covered Software sold as any of the following: (i) on premise software license, and (ii) Software-as-a-Service or SaaS Hybrid subscription for software residing in the Itron cloud.

6.2 Modifications.

Itron may modify or replace Covered Firmware and Covered Software so long as such modifications or replacements do not eliminate key, documented functionality provided by the most current System Release.

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6.3 Fixes.

Itron shall provide Fixes in accordance with the Service Levels. Itron’s obligations with respect to Service Levels are contingent upon Customer (i) devoting the same level of effort to resolving the Error as is required of Itron, (ii) responding to requests made by Itron within the applicable Response Time, (iii) assigning only qualified personnel to help Itron address the Error, and (iv) providing all information, access, and assistance reasonably requested by Itron to address the Error.

6.4 Improvements.

Itron shall provide Improvements, if any, at no charge to Customer if such Improvements are made within the current product specifications and are made available to Itron customers generally at no charge. Improvements released as new add-on modules/features and not part of the products original specifications, may require additional licensing and support fees and will be made available at Itron’s then current rates.

6.5 Software Releases.

6.5.1 Release Numbering Convention.

Upgrades, Fixes and/or Improvements are made available to customers through periodic Software Releases. For informational purposes, Itron’s current practice (which may be changed by product, at any time in Itron’s discretion) is to provide Software Releases using the numbering guideline, "X.X.X.X"

6.5.2 The first place, "X.X.X.X", in Itron’s numbering convention refers to a "Major Release”, or “System Release", which consists of a new version of Covered Software. A Major Release may include architectural changes, Improvements, Fixes and / or interfaces to new functional modules or platforms. A Major release may require infrastructure or component updates which affect compatibility with previous release versions.

6.5.3 The second place, "X.X.X.X", in Itron’s numbering convention refers to a "Minor Release, which is an update to a current Major Release. A Minor Release may include consolidation of previous Service Packs, Improvements, Fixes, platform / 3rd party updates. Minor Release are provided to Itron customers on a regularly scheduled basis.

6.5.4 The third place "X.X.X.X", in Itron’s numbering convention refers to a "Service Pack, which is an update to specific modules found in a current Major Release. A Service Pack may include Fixes to Severity 1 - Severity 4 issues for a specified Minor or Major Release.

6.5.5 The fourth place, "X.X.X.X", in Itron’s numbering convention refers to a "Hot Fix," which is an un-scheduled release provided to one or more customers as a short-term, temporary fix to a critical Severity Level 1 Error. While not utilized by all Itron software product lines, Hot Fix releases are not made available to Itron customers generally but may be included in the next scheduled Minor Release or Service Pack for general release.

6.6 Support for Covered Firmware.

Itron will only provide Maintenance Services for Covered Firmware if Customer: (i) is current on all applicable fees for such Maintenance Services, (ii) tests and installs the latest Covered Firmware Fix within twelve (12) months of being made available to Customer, and (ii) tests and installs the latest Covered Firmware Improvement within twenty-four (24) months of being made available by Itron.

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6.7 Support for On Premise Itron Enterprise Edition and OpenWay Software.

Itron will only provide Maintenance Services for on premise Itron Enterprise Edition and OpenWay software if Customer: (i) pays the applicable fees for such Maintenance Services, (ii) tests and installs Service Pack Releases associated with the Major or Minor Release in use by Customer within twelve (12) months of such Service Pack Releases being made available to Customer, and (iii) tests and installs the latest Major or Minor Releases within twenty-four (24) months to thirty-six (36) months of such Software Release being made available by Itron.

6.8 Support for Other On Premise Covered Software.

Itron will only provide Maintenance Services for other on premise Covered Software if Customer: (i) pays the applicable fees for such Maintenance Services, and (ii) tests and installs Major, Minor and Service Pack Releases within twelve (12) months of such Software Releases being made available by Itron.

6.9 Support for SaaS or IaaS.

Itron will only provide Maintenance Services for Covered Software sold as a Software-as-a-Service or Hybrid SaaS subscription if Customer: (i) is current on all applicable fees for such Software-as-a-Service or SaaS Hybrid subscription and related Maintenance Services, and (ii) tests a Release as installed by Itron either in Customer’s production Software-as-a-Service or Hybrid SaaS environment, or in Customer’s funded non-production Software-as-a-Service or Hybrid SaaS environment, prior to Customer’s full production use of the Release.

6.10 Support for Unsupported Itron Software and Firmware.

At Customer’s request, Itron may elect to provide Maintenance Services for an unsupported Release at its then-current rates.

6.11 Mandatory Revisions.

Customer must install all software and firmware updates, patches, and service packages provided by, or as directed by, Itron from time to time and which may be required to correct errors, vulnerabilities, third-party concerns, or as otherwise necessary to ensure proper functioning of the Covered Software or to protect the interests of the Parties (“Mandatory Revisions”). ITRON IS NOT LIABILE FOR ANY CUSTOMER OR THIRD-PARTY DAMAGES RESULTING FROM CUSTOMER’S FAILURE TO INSTALL ANY MANDATORY REVISION IN A TIMELY MANNER.

6.12 Installation Services for On Premise Releases.

Maintenance Services for on premise Covered Software and Covered Firmware includes the following Release installation services: limited, remote consulting support, during standard business hours, for Covered Software and Covered Firmware on Itron-approved server configurations for one production server and one non-production server (test, training, or back-up – for example) owned / operated by Customer. At Customer’s request, Itron may provide on premise Software Release installation services for System Releases or Service Packs on current certified production servers, additional production servers or nonproduction servers, at its then-current rates. Itron will install Releases to Covered Software sold as a Software-as-a-Service or Infrastructure-as-Service subscription in accordance with the applicable terms and conditions for such services.

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6.13 Restoring Firmware or Software to Maintenance Services.

If Customer declines or discontinues Maintenance Services for Covered Firmware or Covered Software and thereafter wishes to resume such Maintenance Services for the most recent Release of that Covered Firmware or Covered Software, Customer shall, prior to receiving Maintenance Services, notify Itron in writing of its request for Maintenance Services and pay Itron’s then-current re-initiation fee, which shall not exceed an amount equal to all Annual Fees that would have been invoiced for the applicable Covered Firmware or Covered Software if Customer had not elected to decline or discontinue Maintenance Services for that Covered Firmware or Covered Software, plus a five percent (5%) markup, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle.

6.14 Exclusions.

Itron shall have no obligation to provide Maintenance Services for, or liability to Customer for Covered Software adversely affected by (i) use of Covered Firmware or Covered Software by anyone other than Itron in combination with software, equipment, or communications networks not referenced in the Documentation as being compatible with the Covered Firmware or Covered Software; (ii) modification or recompiling of Covered Firmware or Covered Software or Covered Software installation instructions / installation scripts or database schema scripts, or improper installation of a Release, by anyone other than Itron, (iii) failure to perform customer responsibilities describe in this Addendum, (iv) use of an unsupported version of Covered Firmware or Covered Software by anyone other than Itron; (v) Customer’s failure to implement a Mandatory Revision; (vi) maintenance and/or support of Covered Firmware or Covered Products other than by Itron; or (vii) viruses introduced through no fault of Itron.

6.15 Documentation and Backup.

Itron will make an electronic copy of the Documentation available to Customer at no additional charge via physical media or download access. Itron will also maintain a copy of its most recent supported version of executable Covered Firmware and on premise Covered Software to be made available to Customer or installed by Itron as necessary in the event of corrupted or inoperative Covered Firmware or on premise Covered Software. Said copy of executable Covered Firmware or on premise Covered Software or Third-Party software does not relieve Customer of its responsibility to backup and managed its Covered Firmware or on-premise software installation as part of ongoing system operation.

6.16 Customer Responsibilities.

The provision of Maintenance Services for Covered Firmware or Covered Software by Itron assumes that Customer will facilitate such services as follows:

6.16.1 Service Requests.

Customer will support Itron investigation and restoration efforts as defined in the Service Level table and will act upon / implement support solutions and workarounds recommended by Itron in a timely fashion. When escalating a Service Request with Itron, Customer’s Primary Service Contact shall collect and provide all data logs, findings, analysis, and any relevant forensic information pertaining to the issue as outlined in Client Services Guideline Documents.

6.16.2 Data Review.

If Itron determines that it is necessary to evaluate Customer data to reproduce error conditions not reproducible with Itron’s standard test data sets, Customer will provide Itron with reasonable access to such data. Itron shall not be liable for any delay or failure to resolve the problem if access to such Customer data is denied to Itron.

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6.16.3 Installation and Upgrades.

Customer will engage Itron Global Support Services or their Itron account team for any Covered Firmware or on premise Covered Software installations and upgrades which require support beyond that provided herein.

6.16.4 Remote Access.

Customer is responsible for supporting necessary remote access to Covered Firmware or on premise Covered Software by Itron support personnel assigned to provide Maintenance Services for purposes of remote diagnosis and troubleshooting of Covered Firmware or on premise Covered Software. Itron shall not be liable for any delay or failure to resolve a problem if remote access to Covered Firmware or on premise Covered Software is denied to Itron.

6.16.5 System Configuration,
Operation and Maintenance. Customer is responsible for the configuration, operation, and maintenance of equipment, system peripherals, operating system, and data communications environment associated with on premise Covered Software. These activities include but are not limited to checking audit logs, clearing discovered exceptions, and performing daily, weekly, and monthly operational tasks and systems responsibilities. Customer is responsible for any change made to Customer’s software system, operating system, database or network configuration or any change to installation procedures, scripts, or any other provisions that materially affect the usability or operation of on premise Covered Software. Customer will consult with Itron prior to making any material changes that may affect the installation or operation of on premise Covered Software.

6.16.6 Network Administration.

Customer is responsible to monitor and maintain, repair, replace and upgrade its local, and wide area network components (if any)—including network servers, network clients, network hubs, routers, modems, and other software components necessary for efficient and reliable network operations associated with Covered Firmware or on premise Covered Software—to ensure continued conformance with the applicable published Itron specifications. In addition, Customer is responsible to administer related host names, Internet Protocol addresses, network interfaces, access, security, communications, and equipment and software version control.

6.16.7 Database Administration.

Customer is responsible to administer the agreed upon database(s) associated with on premise Covered Software, including hardware and software components, in accordance with the Documentation, which administration shall include, monitoring the database server, backing up electrical power sources, and configuring and administering of database schema, application interfaces, networking operating system, communications, and file transfer software. Customer is responsible to maintain database files (e.g., truncate, cleanup, and delete files consistent with industry standard practices) and perform regular data backup and data archiving.
7 Itron Equipment Maintenance.

7.1 Preventive and Corrective Maintenance.

Upon receipt of an item of Covered Equipment, Itron shall (i) perform preventative Maintenance Services necessary to maintain the Covered Equipment in Operating Condition, and (ii) diagnose and correct any Item 1e
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failure in the Covered Equipment as necessary to meet Operating Condition, excluding minor cosmetic deficiencies such as blemishes, dents or scratches.

7.2 Maintenance Procedures.

Customer shall initiate a request for Maintenance Services for Covered Equipment by delivering the Covered Equipment to the applicable Itron Certified Repair Center identified on the Itron Equipment Repair Table. Return of Covered Equipment shall be at Customer’s expense and in accordance with Itron’s then-current Return Material Authorization (“RMA”) procedures. Upon receipt of Covered Equipment (with the required information) under Itron’s RMA procedures, Itron shall assess the item to determine (a) whether it is in fact Covered Equipment and (b) whether the maintenance requested is included within the Maintenance Services ordered by Customer and not otherwise excluded from coverage. If the returned equipment is determined to be Covered Equipment and the maintenance requested is included in the Maintenance Services ordered by Customer, Itron shall provide the applicable Maintenance Services and return the item of Covered Itron Equipment to Customer at Itron’s expense within the applicable turnaround time identified on the Itron Equipment Repair Table. If Itron determines that returned equipment is not Covered Equipment or is excluded from the Maintenance Services ordered by Customer, then Itron will proceed in accordance with the estimation fees section below.

7.3 Exclusions.

Covered Equipment Maintenance Services do not include repairs related to: (i) damage due to accident, abuse, misuse, inadequate maintenance, problems caused by electrical power surges or acts of God outside of the tolerances set forth in the applicable published Itron specifications; (ii) service or repair processes (including installation or de-installation of equipment, parts, or firmware/software) not performed or authorized by Itron; (iii) use of parts, configurations or repair depots not certified or authorized by Itron; or (iv) Customer’s failure to perform material Customer responsibilities in accordance with this Addendum, including caring for Covered Equipment in accordance with applicable Documentation.

7.4 Estimation Fees.

Itron will provide Customer with a price quote for the estimated cost (including current inspection fees), including labor, materials and shipping, for any repairs to equipment that are requested, which Itron determines are excluded from or not included within the Maintenance Services ordered by Customer. If Customer elects not to proceed with the requested repair, Itron will return the item of equipment at Customer’s expense and Itron may charge Customer its then-current inspection fee.

7.5 Adding/Restoring Equipment to Maintenance Services.

Following the Effective Date, additional Covered Equipment purchased by Customer, of a similar type and model already covered under this Addendum, shall automatically be deemed to be Covered Equipment following the M&S Commencement Date. If Customer declines or discontinues Maintenance Services for any Covered Equipment and thereafter wishes to add or restore such equipment as Covered Equipment, Itron may, prior to such equipment being included as Covered Equipment, inspect such equipment at Itron’s then current rates to determine whether it is in Operating Condition and/or charge Itron’s then current re-certification fee, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle (the “Re-initiation Costs”). At Customer’s request, Itron will provide Customer Item 1e
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with a quote for estimated Re-initiation Costs for equipment that Customer wishes to add or restore as Covered Equipment under this section.

7.6 Equipment Responsibilities.

Itron shall make available, and Customer shall obtain, a copy of the Documentation for Covered Equipment and Customer will be responsible to perform preventive maintenance for each such item in accordance with such Documentation. Customer shall also keep accurate records of Covered Equipment serial numbers and locations to assist Itron with performing Maintenance Services 8 Fees and Invoicing.

As compensation for the Maintenance Services, Customer shall, in advance, pay to Itron Annual Fees for each Maintenance Billing Cycle in which it receives Maintenance Services. Itron shall invoice Customer for Maintenance Services to be provided during the first Maintenance Billing Cycle as soon as practicable following the Effective Date. For Maintenance Services provided during any subsequent Maintenance Billing Cycle, including Maintenance Services for newly purchased or licensed Covered Products, Itron shall provide Customer with a renewal notice at least 120 days prior to the commencement of each Maintenance Billing Cycle. Customer may discontinue Maintenance Services for any Covered Product(s) by providing Itron with written notice of non-renewal for such Covered Product(s) no less than 90 days prior to the commencement of any subsequent Maintenance Billing Cycle. Otherwise, approximately 20 days prior to the commencement of each subsequent Maintenance Billing Cycle, Itron shall provide Customer with an invoice for Annual Fees payable by Customer for the forthcoming Maintenance Billing Cycle. Itron may, in its discretion, invoice Customer for Maintenance Services for a Covered Product that is added during any Maintenance Billing Cycle as soon as such Maintenance Services have been added (at a prorated amount) or at the beginning of the next Maintenance Billing Cycle. The Annual Fee for any partial Maintenance Billing Cycle (i.e., for Covered Products with a Maintenance Commencement Date or an increase in the applicable Annual Fees that falls after the beginning of the Maintenance Billing Cycle) shall be prorated based on the applicable M&S Commencement Date or Annual Fee increase date and the remaining number of months Customer is to receive Maintenance Services during such Maintenance Billing Cycle. 9 Support for Third Party Products.

Itron shall provide first tier Global Support Services for Third Party Covered Products by handling all Customer inquiries, attempting to identify the component involved in the problem and obtaining appropriate documentation of such inquiry or problem. In addition, Itron shall make commercially reasonable efforts to facilitate Customer’s receipt of maintenance and support for such Third-Party Covered Products consistent with the third-party maintenance terms identified on the applicable Order Document. Notwithstanding anything else to the contrary, Itron’s sole obligation under this Addendum with respect to Third Party Covered Products shall be as set forth in this section. 10 Survival.

The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: Section 3 (End of Support), 6.14 (Exclusions), 7.3 (Exclusions), Section 8 (Fees and Invoicing) and 10 (Survival).

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Attachment 1 to Maintenance & Support Services Addendum – Software Maintenance & Support Service Levels –
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Severity Level Response Times Effort Level and
Restoration
Escalation
Severity Level 1*
Business Impact:

Critical Impact /
System Down. A
Production System
Error for which there is
no work-around, which
causes Covered
Firmware or Covered
Software Product or a
critical business
function / process of
said product to be
unavailable such that
system operation
cannot continue.

Example: a) Billing
cannot be completed,
b) Major documented
function not working,
c) System hung or
completely down
During regular business-hours Itron will begin the
Service Request process
during Customer’s initial
call.

During after-hour
periods, Itron will
respond to a critical
support voice messages
within 15 minutes by a
return call to Customer,
to validate receipt of the
critical support call and
begin the Service
Request process.

Following the start of the
Service Request process
Itron will respond to
Customer’s Service
Request within two (2)
business hours with an
investigation response.

Itron will update
Customer at three (3)
hour intervals during
each day the Service
Request remains
unresolved, or as
otherwise agreed by the
Parties.

Customer will respond to
an Itron inquiry or
request within three (3)
hours.

Itron will make diligent
efforts on a 24x7 basis, or
as otherwise agreed by
the Parties, to:
i) restore Covered
Firmware or Covered
Software with a change to
eliminate root cause, ii)
provide a workaround
which restores Covered
Firmware or Covered
Software and downgrades
the Severity Level to S2,
S3, S4.

Customer Support Staff
must be available 24x7 to
work cooperatively with
Itron continuously until
such time restoration is
achieved.

An unresolved Service
Request shall be
escalated to Itron
management as follows:

After 30 minutes:

Technical Customer
Support Team Lead
After 8 hours:

Manager, Technical
Client Services
After 16 hours:

Director, Global Support
Services
After 48 hours:

Service Request. Vice
President, Services and
Delivery
After 72 hours:

President, Itron
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Severity Level Response Times Effort Level and
Restoration
Escalation
Severity Level 2*
Business Impact:

Major impact,
degraded Operation.

An Error other than a
Severity Level 1 Error,
for which there is no
work-around, which
degrades or limits
operation of major
system functions
causing Covered
Firmware or Covered
Software to miss
required business
interface or deadlines.

Covered Firmware or
Covered Software
remains available for
operation but in a
highly restricted
fashion.

Example: a) Billing
cannot be completed
on time, b) Major
function is operating
outside documented
timing / term, c)
Covered Firmware or
Covered Software
operating slow,
missing data, data
delivery, daily mission.

During regular business-hours Itron will respond
to Customer regarding
Service Request within
one (1) business day.

While Service Request
remains unresolved,
Itron will update the
Customer and the
Service Request at least
every other business
day, or as otherwise
agreed by the parties.

Customer will respond to
an Itron inquiry or
request within one (1)
business day.

Itron will make diligent
efforts during normal
business hours to:
i) restore Covered
Firmware or Covered
Software with a change to
eliminate root cause, ii) a
workaround which
restores Covered
Firmware or Covered
Software and downgrade
the Severity Level to S3,
S4.

An unresolved Service
Request shall be
escalated to Itron
management as follows:

After 1 hours:

Technical Customer
Support Team Lead
After 8 hours:

Manager, Technical
Client Services
After 24 hours:

Director, Global Support
Services
After 30 Days:

Vice President, Services
and Delivery
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Severity Level Response Times Effort Level and
Restoration
Escalation
Severity Level 3**
Business Impact:

Minor Business
Impact,
compromised
operations. An Error
other than a Severity
Level 1 or Severity
Level 2 Error that has
moderate impact on
use of or access, with
low business impact,
but not preventing
Customer from
performing daily
activities.

Example: The Service
Request affects use by
Covered Firmware or
Covered Software
users, allowing
Customer’s functions
to continue to meet
daily business needs.

During regular business-hours Itron will respond
to Customer regarding
Service Request within
two (2) business days.

While Service Request
remains unresolved,
Itron will update the
Service Request weekly,
or as otherwise agreed
by the parties.

Customer will respond to
an Itron inquiry or
request within two (2)
business days.

Itron will work during
normal business hours to:
i) restore Covered
Firmware or Covered
Software with a change to
eliminate root cause, ii) a
workaround which
restores Covered
Firmware or Covered
Software and downgrades
the Severity Level to S4.

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Severity Level Response Times Effort Level and
Restoration
Escalation
Severity Level 4
Business Impact:

Standard Operations
intact. A low or no-impact Error other than
a Severity Level 1,
Severity Level 2 or
Severity Level 3 Error,
or a request for
enhancement / new
functionality
Example:

Generally, a cosmetic
Error or an Error which
does not degrade
Customer’s use of the
product or system.

During regular business-hours Itron will respond
to Customer regarding
Service Request within
three (3) business days.

Itron GSS Management
Team will make
commercially reasonable
efforts during normal
business hours to
understand the Service
Request and provide
applicable
recommendations as to
when a Fix may be
schedule in a future
release, or how to
proceed with a formal
enhancement request to
Itron’s product and
delivery teams.
* Severity Level 1 and Severity Level 2 must be reported by phone to insure they are addressed under the appropriate severity level response process. Service Requests entered by email or Web access are generally addressed as a Severity Level 3.
** Service Request opened on Non-production servers / environments are entered as a Severity Level

3. [End]
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EXHIBIT B

ATTACHMENT SCHEDULE
 Budgetary_Year One
 Statement of Work
 Energy Forecasting Group (EFG) Membership Agreement
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BUDGETARY
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Itron
Electric / Gas / Water
Information collection, analysis and application
2111 N Molten Rd
Liberty Lake, WA 99019
fax: 866-787-6910
www itron.com

BUDGETARY
Pricing Summary for
Silicon Valley Clean Energy
BMR# 27021-23 Ver2 Sep
September 27, 2023
Item Part Number Description Qty
Professional Services
1 3000-00408 Long-Term Forecast
Professional Services Total
Travel and Expenses
2 Estimated Travel and Expenses
Travel and Expenses Total
Membership
3 3000-00386 Energy Forecasting Group Membership - Residential Sector Membership Total
License & Maintenance
4 3000-00854 MetrixND Standard Edition Annual Term License & Maintenance 5 3000-00856 MetrixLT Annual Term License & Maintenance License & Maintenance Total
Total
Unit Price Extended Price Notes
$137,845.85
ITRON

CONFIDENTIAL
Notes and Assumptions
(1) For MetrixND & MetrixLT:

Continued use of the product requires payment of the annual license fee. Annual license fee includes Itron standard maintenance services.

Support/maintenance beyond what is covered is available through a separate support SOW.

Pricing does not include implementation services. Modeling and implementation services are not required, but can be quoted and performed under a separate statement of work.
"User Installation" means the installation of the Software, whether on a personal computer or remotely for access via a client computer, for use by a single person or computer.

A User Installation may not be shared or used concurrently on more than one (1) computer. (2) For EFG
EFG Membership Agreement required
Continued membership requires payment of the annual membership fee. (3) Recurring Services (SaaS, Maintenance)
Recurring Services - Renewal Prices. Unless otherwise agreed by the parties Itron reserve the right to renew Recurring Services after the first year at the then current price list.
(4) Pricing is based on existing agreements or Itron's standard terms and conditions. (5) Taxes, duties, and tariffs are not included. Prices are in US dollars. This quote is valid for 60 days. (6) This pricing is budgetary, non-binding, and for business planning purposes only.

Confidential
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[End]
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STATEMENT OF WORK
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A. Change Record
Date Author Version Change Reference
8-3-2023 Mark Quan 1.0 Date Created
9-25-2023 Shannon Ashburn 1.1 Incorporated minor edits throughout B. Introduction
This Statement of Work ("SOW) document defines the activities ("Services") to be performed by Itron, Inc. ( "Itron") for Silicon Valley Clean Energy ("Customer1") for Long-term Forecast ("Project"). This SOW is entered into as of this day of ("Effective Date") and is governed by the terms and conditions of the Master Sales Agreement ("Agreement") dated by and between Customer and Itron.

C. Project Scope
By signing this SOW, Customer engages Itron to provide the following Services and Deliverables related to the Project:

Itron will provide Customer with a long-term forecast. Itron will develop the forecast using the following four tasks.
• Task 1: 15-Year Monthly Baseline Forecast. Itron will develop the 15-year monthly baseline forecast. The baseline forecasts consist of monthly forecasts for SVCE’s six (6) classes, the system total forecast, and system peak forecast.

Itron will develop each class forecast using two models, a customer c.o.unt and an average use model. The customer count model will be developed using an econometric framework with the following general structure.

CustomersMonft = f(Economics)
Except for the residential class, the average use models will be econometric models with the following general structure.

Average UseMQ(W1= f(W.Q^fM<m Economics, Price)
For the residential class, Itron will develop the average use model using its Statistically Adjusted End-Use model framework.

The monthly system forecast is calculated by combining the six (6) class sales forecasts and adjusting the result for losses. The system peak model will be developed using an econometric framework with the following general structure.

R^Mootn= f(Cool Trends, Heat Trends, Baseload Trends, Weather-:•„■,) The deliverables for this task are listed below.
• All model development files including MctrixND. MetrixLT. and Excel files. • 15-year monthly forecast for each class, the system, and system peak. • PowerPoint slides that document the model and forecast results.

Page 2 ends

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• Task 2: 15-Year Incremental PV and EV Forecasts. Itron will develop long-term hourly forecasts of incremental electric vehicles (EV) and behind-the-meter photovoltaic (PV) systems.

Itron will develop the long-term EV monthly sales forecast using a framework in Excel based on a statistical model, expert opinion, or leveraging a third-party forecast. Itron will develop the forecasting framework so that Customer can input an alternate long-term EV forecast. Itron will convert the long-term monthly sales forecast to an hourly forecast by scaling the hourly EV charging profile to the monthly sales forecast.

Itron will develop the long-term monthly PV generation forecast using a framework in Excel based on a statistical model, expert opinion, or leveraging a third-party forecast. Itron will develop the forecasting framework so that Customer can input an alternate long-term PV forecast. Itron will convert the long-term monthly generation forecast to an hourly forecast by scaling an hourly PV generation profile to the monthly generation forecast. Itron will develop the PV generation profile based on existing Customer hourly data or third-party data sources.

The deliverables for this task are listed below.
• All model development files including MetrixND. MetrixLT, and Excel files. • 15-year hourly forecast for incremental EV sales and PV generation. • PowerPoint slides that document the model and forecast results • Task 3: 15-Year Hourly Forecast. Itron will develop the final hourly forecast by transforming the monthly class and system peak forecasts (developed in Task 1) into an hourly system forecast and then adjusting the hourly system forecast for EV and PV impacts (developed in Task 2). Itron will use three steps to develop the Task 3 forecast.

Step 1: Hourly Shape Models. Itron will develop the hourly shape models for Customer’s six classes and the system total in a regression model framework. Hourly models generally use the structure shown below. = f(VV^a^^ Day of Week, Month, Holidays)
Step 2: Calibrate Class Forecasts. Itron will apply the hourly shape models to the monthly sales forecasts and monthly system and peak forecasts (developed in Task 1) to develop hourly forecasts for each class and the system.

Step 3: Adjust for EV and PV. Itron will adjust the Step 2 forecast for the hourly EV and PV forecasts (developed in Task 2). The adjustment will be performed at the class and system level to ensure that the sum of the hourly class forecast sums to the hourly system total.

The deliverables for this task are listed below.
• All model development files including MetrixND, MetrixLT, and Excel files. • 15-year hourly system and class forecasts
• PowerPoint slides that document the model and forecast results • Task 4: Knowledge Transfer. Itron will provide three days of on-site training (6 hours per day) to transfer the forecasting project knowledge to the Customer’s forecasting staff. The training will include the following topics.

MetrixND: The MetrixND training will cover using the MetrixND software, managing data, developing monthly models, and developing hourly regression models.

MetrixLT: The MetrixLT training will cover using the MetrixLT software, managing data, rank and average weather development, and calibrating the hourly shape forecasts to the monthly energy forecasts.

Project: The Project training will cover the final forecasting framework implementation. The forecasting framework will include the monthly sales and peak models, the hourly shape models, the EV forecasting framework, the PV forecasting framework, and the calibration implementation.

The deliverables for this task are listed below.
• Three days of on-site training
• Forecasting Framework Documentation
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Hron
C.1. Project Schedule
The following table shows the Project tasks and the estimated start and completion dates for the SOW. Project Schedule dates will be adjusted based on the actual start date but are always dependent on full availability from Customer resources. Itron estimates that the Project will be completed in approximately 3 months after the start date.

Item Service Est Hours Est Start Est End
1 Task 1: 15-Year Monthly Baseline Forecast 168 12/1/23 1/15/24 2 Task 2: 15-Year Incremental EV and PV Forecast 96 12/1/223 1/15/24 3 Task 3: 15-Year Hourly Base Forecast 108 1/15/24 2/15/24 4 Task 4: Knowledge Transfer 72 2/15/24 2/28/24
Total Hours 444
C.2. Assumptions
This section provides the key assumptions for the Project.

1. Customer will furnish all facilities and related services at Customer’s site that are required by Itron personnel engaged to perform the Services under this SOW.

2. Customer will appoint a technically qualified Project Manager who will be the key point of contact for Itron related to the Services provided under this SOW.

3. Customer will provide the following data.

At least 5 years (preferably 10 years) of historical monthly sales data for each class.

At least 5 years (preferably 10 years) of historical monthly customer count data for each class.

At least 5 years (preferably 10 years) of historical monthly revenue or price data for each class.

At least 10 years of historical daily weather.

Aat least 5 years (preferably 10 years) of historical hourly system load data.

At least 5 years (preferably 10 years) of historical hourly class (e.g., residential, commercial) load data.

An estimate of the number of EVs existing in its service territory.

An estimate of the installed capacity of behind-the-meter solar installations in its service territory.

An economic forecast (e.g., population, employment, income).

If possible, any information about the saturation of end-use technology adoption by the residential class

4. Customer will license MetrixND and MetrixLT software and join the Energy Forecasting Group for a one-year minimum term.

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D. Service Fees & Related Details
Total fees for the Project are calculated to be (USD) on a fixed fee basis.

These fees are based uponItfQn^ recommended engagement approach, staffing levels, scope of the Project and Project Schedules as outlined in this SOW. Modifications to any of these factors will result in changes to the estimated fees. Any changes that affect Itpop’s engagement approach, staffing levels, scope of the Project and Project Schedules will follow the Change Control Process described in this SOW. For the purposes of expediency, both parties agree that pricing changes not exceeding 10% of the amount quoted above will not require a change order provided that both parties verify in written form (such as email) that they agree with the additional charges.

Itron will invoice Customer at the end of the Project for Services performed and for costs incurred. If at any point, there is reason to believe that this amount will be exceeded; Itron will immediately notify Customer as to the changes in the estimate and issue a Change Order, which will be approved by Customer. Customer shall pay all taxes, if any, due for Services provided by Itron to Customer under this SOW.

Travel and related expenses are not included in the cost estimates. Actual, reasonable travel and related expenses will be billed directly to Customer o.n.a.mQnthJy.b.asis. The total amount will not exceed (USD).

Note: Itron commits to minimizing its expenses wherever possible by taking advantage of advance purchase discounts and corporate travel arrangements.

E. Change Control Process
An Itron Change Order Form ("Change OrdeS) will be used for communicating changes to this SOW. The Change Order must describe the change requested, the rationale for the change, the estimated price and the effect the change will have on the overall Project. All Change Orders must be approved and signed by Customer and Itron.

Confidential Page5of6
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F. Contact and Billing Information
Requested Customer Data
Contact Name
Contact Phone # (s)
Contact Email Address
Physical Location Address (if applicable)
Billing Address (if different from above)
Special Billing Requirements?
Purchase Order #
G. Statement of Work Agreement Approval
Customer and Itron agree to the terms of this SOW and by signing below, Customer authorizes Itron to perform the Services detailed herein.

Customer Itron, Inc.

Authorized Signature Authorized Signature
Printed Name Printed Name
Title Title
Date Date
Statement of Work Identifier: Long-Term Forecast
Silicon Valley Clean Energy
SOW Author: Mark Quan
Date Created: 9/25/2023
Version: 1.1
Please e-mail or fax a PDF file of the signed SOW to [email protected]. A fully executed copy will be returned to you electronically in PDF format by e-mail. 00052700.0
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[End]
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ENERGY FORECASTING GROUP MEMBERSHIP AGREEMENT
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Energy Forecasting Group (EFG)
Membership Agreement/
Itron
This Membership Agreement (the "Agreement') is between Itrpn Inc. ("Itrgp") and Siliconyalley Clean Energy ("Customer"). Customer is requesting annual membership in HtqdC©-.Energy Forecasting Group.

Membership Overview
Itppn offers end-use data and forecasting support services through membership in its Energy Forecasting Group (EFG). EFG data, models, and support services provide members with a means to develop forecast models that capture the impact of changing end-use ownership and efficiency trends on energy and demand. Membership is segmented into three sectors: residential, co.mnier.cj.al and industrial. Customer can choose to join one, two or all three.

Features & Benefits
Members provide the direction of the group, which continues to evolve over time. Currently, Itronprovides support services and the following data to EFG members:

Statistically Adjusted End-use (SAE) Models
The SAE method embodies the integration of end-use concepts and trends into a monthly econometric forecasting framework. Residential and commercial electric and gas SAE models are available to EFG Customers. In addition, EFG Customers have access to a set of residential electric end-use analysis spreadsheets that can be used to assess the impact of changes in technology market share on end-use efficiency; this includes residential lighting.

Other Benefits
• Receive periodic memos on timely subjects such as appliance standards, emission standards, and regional pricing.
• Annual summary on regional end-use energy trends and factors driving these trends. • Limited support with SAE modeling issues.
• SAE spreadsheets for the EIA Extended Poliices Case (when EIA forecast is available). • Receive annual energy survey report and other industry surveys conducted by Hrpij, • Provide input on future research and membership deliverables.

Annual Meeting
coordinates an annual meeting that includes long-term forecasting and end-use topic discussions. Members attend this meeting at a reduced registration fee.
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Residential EFG Group
• Annual updates to the electric and gas versions of the basic SAE spreadsheet and associated MMrixHP files for the nine census divisions.
• Periodic updates to the Separate Electric End-Use Analysis Spreadsheets which include:

Central Air Conditioners
Room Air Conditioners
Gas Space Heating
Refrigerators
Freezers
Electric Water Heating
Gas Water Heating
Dryers
Dishwashers
• Limited technical support of EPRI’s REEPS Model
• Updates to the Extended Policies Case
Commercial EFG Group
• Annual updates to the electric and gas versions of the basic SAE spreadsheet and associated MetrixNP files for the nine census divisions.
• Limited technical support of EPRI’s COMMEND Model
• Updates to the Extended Policies Case
Industrial EFG Group
• Annual updates to the electric version of the basic SAE spreadsheet and associated MfttdxbfP project file on the national level.
• Limited technical support of EPRI’s INFORM Model
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Membership Terms and Fees
Customer is joining the following EFG membership sectors:

X Residential Sector, per year
Commercial Sector, Per year
Industrial Sector, per year
Customer will be invoiced for the one (1) year membership term beginning December 1, 2023.

Thereafter, this Agreement automatically renews for successive one (1) year terms unless Customer provides written notice to Itron of its intent not to renew the Agreement at least thirty (30) days prior to the expiration of the then-current term. Jtrpxr reserves the right to increase the Membership Fee annually. Should the membership fee increase during the term of the Agreement, Jtrpowill provide Customer thirty (30) days written notice prior to the increase. There are no refunds of memberships fees already paid. All invoices are due net 30.

Customer Itron Inc.

Authorized Signature
Printed Name
Authorized Signature
Printed Name
Title
Date
Title
Date
Please fax or email a pdf file of the signed form to the contact person below.

Shannon Ashburn,
Itron, Inc.
858-724-2690 (fax)
[email protected]
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Terms and Conditions
Confidentiality. With respect to any information supplied in connection with this Agreement and designated by either Party as confidential, or which the recipient should reasonably believe to be confidential based on its subject matter or the circumstances, the recipient agrees to protect the confidential information in a reasonable and appropriate manner, and to use and reproduce the confidential information only as necessary to realize the benefits of or perform its obligations under this Agreement and for no other purpose. The obligations in this section will not apply to information that is: (i) publicly known; (ii) already known to the recipient; (iii) lawfully disclosed by a third party; (iv) independently developed; or (v) disclosed pursuant to a legal requirement or order. The recipient may disclose the confidential information on a need-to-know basis to its contractors, agents and affiliates who agree to confidentiality and non-use terms that are substantially sjmilar..to. these terms.

Warranty Disclaimer. THE SERVICES AND DATA PROVIDED BY ITRON TO CUSTOMER IS "AS IS." ITRON MAKES NO

WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE INFORMATION AND DISCLAIMS ALL

EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, (I)

IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF

TITLE AND AGAINST INFRINGEMENT AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

Non Assignment. Customer may not assign or transfer its interests, rights or obligations under this Agreement by written agreement, merger, consolidation, operation of law or otherwise without the prior written consent of an authorized executive officer of Itron, Any attempt to assign this Agreement by Customer shall be null and void. For purposes of this Agreement, the acquisition of an equity interest in Customer of greater than 25 percent by any third party shall be considered an assignment.

Force Majeure. Neither Party will be responsible for any failure or delay in performing any obligation hereunder, other than Customer's obligation to pay, if such failure or delay is due to a cause beyond the Party's reasonable control, including, but not limited to acts of God, flood, fire, volcano, war, third-party suppliers, labor disputes or governmental acts.

WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL ITRON BE LIABLE UNDER ANY CONTRACT,

NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR COVER OR FOR INCIDENTAL,

SPECIAL, CONSEQUENTIAL (INCLUDING LOSS OR CORRUPTION OF DATA OR LOSS OF REVENUE, SAVINGS OR

PROFITS) OR EXEMPLARY DAMAGES, EVEN IF ITRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ITRON’S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY.

CAP ON LIABILITY. THE AGGREGATE LIABILITY OF ITRON AND ITS AFFILIATES AND ITS AND THEIR OFFICERS,

DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT—WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE—SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE AMOUNTS PAID BY CUSTOMER TO ITRON UNDER THIS AGREEMENT. ITRON SHALL NOT BE LIABLE FOR ANY CLAIM MADE THE SUBJECT OF A LEGAL PROCEEDING MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ASSERTED IN SUCH CLAIM AROSE. ITRON'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY.

Applicable Laws; This Agreement sets out the entire agreement between the parties relative to its subject matter and supersedes all prior or contemporaneous agreements or representations, oral or written. Execution of a facsimile or electronic copy of this Agreement shall have the same force and effect as execution of an original. This Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of Washington without reference to Washington conflicts of law principles.
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Software Shipment and Billing Information
Email Data to: Contact Name:

Phone Number:

Email Address:

Send Invoices to: Contact Name:

Address:

City / State / Zip:

Phone Number:

PO# (if applicable):

Page 1 of 1 ends

Staff Report – Item 1f
Item 1f: Audit Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Bryan Mekechuk, Audit Committee Chair
Date: 10/11/2023
All five members of the Audit Committee (Committee) met September 19, 2023 – Chair Bryan Mekechuk, Vice Chair Sheila Mohan (participated remotely), Alternate Director Murali Srinivasan, Alternate Director Sergio Lopez, and Committee member Harjot Sangha. The purpose of the meeting was to kick off the annual external financial audit and to receive an update on the IT/Cybersecurity assessment.

SVCE’s financial year end is September 30 and Maher Accountancy provides transaction processing and prepares financial information and financial statements on behalf of SVCE.

Amrit Singh, CFO and Director of Administrative Services, introduced the external financial auditors from Pisenti & Brinker, LLP Kellin Gilbert and Aliandra Schaffer. Mr. Gilbert, Audit Partner, provided a presentation to the Committee on the upcoming audit for the year ended September 30, 2023, which included a review of the timeline, roles and responsibilities, communications with the Committee, risk assessment, and planned audit procedures.

The Audit Committee is independent of management and allows open communications for the auditors and of management. This pre-year end meeting established that communication channel to start the audit process.

The Committee was introduced to Mike Maher of Maher Accountancy and the Committee asked questions about Pisenti & Brinker and Maher Accountancy’s respective roles. Mr. Gilbert noted the financial audit would begin in mid-November, with the draft financial statements available in early January 2024.

Nik Zanotto, Senior Manager of IT and Administrative Services, provided an update on IT/cybersecurity with information on SVCE’s cyber posture maturity, SVCE’s technology audits/assessments, and staff training efforts.

Materials from this meeting can be found at the following link: SVCE Audit Committee Meeting, 9/19/23.

The next Audit Committee meeting will be scheduled based on Committee member availability, likely in February 2024, to receive the financial statements and audit findings.

Item 1f
SILICON VALLEY \3/ CLEAN ENERGY

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Staff Report – Item 1g
Item 1g: Finance and Administration Committee Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Sally Meadows, Finance and Administration Committee Vice Chair Date: 10/11/2023
The Finance and Administration Committee met October 3, 2023 and received a presentation from staff requesting the committee recommend that the SVCE Board of Directors authorize the CEO to execute agreements with firms providing services to enable SVCE to execute its third Prepay and authorize the CEO to execute the Power Supply Contract with CCCFA and related supporting agreements.

Amrit Singh, CFO and Director of Administrative Services, presented the request to the committee for the following:
• Recommend the Board of Directors authorize the CEO to execute agreements with the firms listed below for the services they will provide to enable SVCE to complete its third energy prepayment transaction:
• PFM Financial Advisors LLC & PFM Swap Advisors - $155,000 • Chapman & Cutler (Disclosure/Issuer’s Counsel) - $175,000 • Ballard Spahr (Bond and Tax Counsel) - $250,000
• Moody’s Investor Service Inc (Credit Rating) - $272,500 • Recommend the Board of Directors approve engagement with Morgan Stanley as the Prepay Supplier; • Recommend the Board of Directors authorize the CEO to execute the Power Supply Contract with the California Community Choice Financing Authority (CCCFA) and execute or approve the related supporting agreements to enable SVCE to enter an approximately 30-year energy prepayment transaction.

With support of the recommendation to pursue this third Power Prepay transaction, it is expected to cover 12 to 20 percent of SVCE’s load, depending on the bond offering size. Combined with the first two Prepays, on average, the total load coverage is expected to be around 35 to 45 percent. Engaging in this prepay could bring significant savings to SVCE’s power procurement portfolio at minimal risks to SVCE.

The committee voted to support staff’s recommendation, which will be brought to the Board of Directors for approval at the October 11, 2023 board meeting.

Materials from this meeting can be found at the following link: SVCE Finance and Administration Committee Meeting, 10/3/23.

The next Finance and Administration Committee meeting will be scheduled based on committee member availability.

Item 1g
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Staff Report – Item 1h
Per direction from the SVCE Board on December 9, 2020 for the CEO to provide a report of the ongoing activities of California Community Power (CC Power) after each of its meetings.

There is no report this month as the regularly scheduled meeting on September 20, 2023 was adjourned.

The next meeting of the board will be October 18, 2023 at 1:00 p.m.; meeting materials can be found on the CC Power website: https://cacommunitypower.org/meetings/ Item 1h
Item 1h: California Community Power Report
To: Silicon Valley Clean Energy Board of Directors
From: Monica Padilla, Acting CEO
Date: 10/11/2023
SILICON VALLEY \3/ CLEAN ENERGY

Page 1 of 1 ends

There are no reports for the 1) Executive Committee and 2) Legislative Response to Industry Transition 2023 Ad Hoc Committee as they have not met since the last report.

The next meeting of the Executive Committee will be Friday, October 27, 2023, at 10:00 a.m., and the next meeting of the Legislative Response to Industry Transition 2023 Ad Hoc Committee will be scheduled based on member availability in October.

Item 1i
Staff Report – Item 1i
Item 1i: Additional Committee Reports
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Andrea Pizano, Board Clerk/Executive Assistant Date: 10/11/2023

SILICON VALLEY

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Staff Report – Item 2
Item 2: CEO Report
To: Silicon Valley Clean Energy Board of Directors
Prepared by: Monica Padilla, Acting CEO
Date: 10/11/2023
Item 2
REPORT
Staff Updates
Gia Ilole joined SVCE on September 25, 2023 as Director of Human Resources. Gia has an extensive background in human resources with experiences from PG&E, the County of Ventura, BART, and startup companies. Gia will lead all HR activities at SVCE to further promote SVCE’s goal of being the Employer of Choice. These activities include talent acquisition and retention, employee well-being and engagement, enhancing HR policies and procedures (including hybrid work), benefits administration and payroll, performance management, employee coaching, development, and training, and helping us continuously develop an inclusive and winning work culture.

Gia has a B.A. in Linguistics from the University of California at Santa Barbara.

Personnel Officer Update
We are happy to announce four new promotions:
- Lisa Lai, formerly Administrative Assistant, has been promoted to Administrative Analyst; - Jessamyn Allen, formerly Senior Programs Specialist, has been promoted to Programs Lead; - Peyton Parks, formerly Energy Services Lead, has been promoted to Energy Services Principal; - Andrea Pizano, formerly Board Clerk/Executive Assistant, has been promoted to Senior Executive Assistant and Board Clerk
Offers have been made and accepted for the positions of Power Resources Manager and Regulatory Analyst, with both new hires starting October 16th. SVCE has six positions posted, which can be found on SVCE’s website:

Current Job Openings
Clean Air Day Proclamation from City of Milpitas
Thank you to Director Chua and the City of Milpitas city council who presented SVCE staff with their Clean Air Day proclamation at their October 3, 2023 Council meeting. Staff were honored to accept the city's proclamation and were pleased to see other SVCE communities adopt similar proclamations at their October meetings.

Electric Showcase Awards
To recognize climate leaders in your communities and showcase that residents and businesses in existing buildings can, and are going electric, SVCE hosted it’s second round of Electric Showcase Awards. The first round of Showcase Awards was held in 2019 and focused on fully electric buildings. This year the awards were expanded to capture the variety of journeys that folks can take to going electric in their home or business.

Board Member Yellow Pine Event Invite
As you know the Yellow Pine solar & storage project began delivering us clean electricity in July. We would like to invite you to the ribbon cutting event on Wednesday, November 1 at the project site located in Clarks County, Nevada. A handful of staff will be attending the event along with staff from Central Coast Community Energy - the other offtaker - and the Developer NextEra Energy Resources. We have sent out saves the dates with the event details, but please reach out to us if you have any questions.

Page 1 of 4 ends

SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 2 Agenda Date: 10/11/2023

Page 2 of 4 ends

Decarbonization Demonstration Grant Spotlight
Sunnyvale School District was awarded $500,000 through the SVCE Decarbonization Demonstration Grant to replace existing gas furnaces with electric heat pumps at Vargas Elementary School. Four gas furnaces and twelve associated condensing units were removed and replaced with twelve heat pumps. The gas infrastructure associated with the furnaces was removed and replaced with new conduit runs, circuitry rewiring, and final connections to the heat pumps. Educational signage is displayed next to the heat pumps to teach students, parents, and teachers about the benefits of heat pump technology. The old furnaces were releasing over 6 tons of CO2 per year and over 18 pounds of nitrous oxide annually. SVCE’s grant funds allowed the School District to save on costs, reduce the dependency on gas, and improve classroom air quality.

SVCE distributed $3.6M to ten awardees through the Decarbonization Demonstration and Engagement Grant. The grant aims to demonstrate the practicality and feasibility of upgrading buildings with electric appliances and technologies to reduce pollution and improve health. Projects must be accessible to the community and feature educational materials like signages, pamphlets, or site tours. More projects coming soon.

New Programs Update Format
In August, staff presented a new look to the Decarbonization Programs Quarterly Report. The latest quarterly report covering Quarter 4 has been included on the Consent Calendar for the Board’s review.

In lieu of including monthly program reports as we’ve done in the past, staff will be attaching the most recent quarterly programs report to the CEO Report for easy program reference; new quarterly updates will be included on the Consent Calendar.

Please reach out to our Decarbonization Programs and Policy team for any questions or for more programs information.

CEO Agreements Executed
The following agreements have been executed by the CEO, consistent with the authority delegated by the Board:
1) MMA, Agreement: Health Benefits Consulting Services, not to exceed $30,000, 10/1/23 – 9/30/24 2) HBT Energy, Agreement: Power Resources Management Services, not to exceed $100,000, 10/1/23 – 9/30/24
3) RWG, Agreement: Legal Services, not to exceed $215,000, 10/1/23 – 9/30/24 4) Maher Accountancy, Agreement: Accounting Services, not to exceed $293,500, 10/1/23 – 9/30/24 5) Gridwell Consulting, Amendment: CAISO Technical Support and Integration of Electric Resource Services, extends date to 12/31/24
6) Joint Venture Silicon Valley, Agreement: Convening Support for Silicon Valley Transportation Electrification Clearinghouse and Regional Electric Vehicle Leadership Recognition Programs Services, not to exceed $100,000, 10/1/23 – 9/30/25
7) Cascade Energy, Agreement: Decarbonization Consulting, not to exceed $50,000, not to exceed 11/6/23 – 3/31/24
8) Nixon Peabody, Agreement: Intellectual Property Legal Services, not to exceed $15,000, 9/25/23 – 12/31/24
Item 2

Page 3 of 4 ends

CEO Power Supply Agreements Executed
Counterparty Name Execution/Effective Date Transaction Type Product Start Date End Date Notional Value Elk Hills Power 8/29/2023 Purchase Resource Adequacy 1/1/2024 12/31/2024 $631,250 Chevron 9/11/2023 Purchase Resource Adequacy 1/1/2024 11/30/2024 $937,500 NextEra 8/25/2023 Purchase Hedge Energy 1/1/2024 3/31/2024 $10,556,988 NextEra 8/25/2023 Purchase Hedge Energy 10/1/2023 12/31/2023 $3,677,985 TransAlta 8/29/2023 Purchase Hedge Energy 7/1/2024 9/30/2024 $14,520,870 PG&E 9/18/2023 Purchase Resource Adequacy 1/1/2024 4/30/2024 $1,837,500 East Bay Community Energy 9/26/2023 Purchase Resource Adequacy 3/1/2024 3/31/2024 $112,500 East Bay Community Energy 9/26/2023 Purchase Resource Adequacy 1/1/2024 11/30/2024 $2,263,400 East Bay Community Energy 9/26/2023 Sale Resource Adequacy 1/1/2024 11/30/2024 $2,117,000 Central Coast Community Energy 9/26/2023 Purchase Resource Adequacy 9/1/2024 9/30/2024 $1,500,150 These agreements are included in the Board packet as Appendix A.

Item 2
0 SILICON VALLEY

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Presentations & Relevant Meetings Attended by CEO
- Participated in CalCCA Monthly board, executive, and legislative meetings - Attended CalCCA Board Retreat, September 26 & 27, 2023 External Presentations from Staff
- 9/19/23, COO Monica Padilla, Independent Energy Producer Association panel speaker, “Building Out the Future – CCA Procurement Plans”
- 9/12/23, Dir. of Energy Services and Community Relations Adam Selvin, opening remarks at Silicon Valley Business Journal’s annual Business of Climate and Sustainability event

ATTACHMENTS

1. Electric Showcase Awards

2. Clean Power Update, October 2023

3. Energy Services & Community Relations Update, October 2023

4. Regulatory and Legislative Update, October 2023

5. Agenda Look Ahead, October 2023 – February 2024
Item 2
SILICON VALLEY \3/ CLEAN ENERGY
• Subtitle
New SV Clean Energy
PowerPoint Template
2023 Electric Showcase
Awards (ESA)
Michaela Pippin,
Principal Communications Specialist
Item 2
Attachment 1
2 Purpose
Provide an update on the
2023 Electric Showcase
Award winners and their
stories.
• Applications & winners
• Story promotion
• Current & ongoing
• Electric Home Tours
2023 Electric
Showcase Awards
Item 2
Attachment 1
3 Program Objectives
Highlight existing building electrification success stories and the variety of paths to getting there.
✓16 mini case studies
✓Multiple opportunities
to share winner
stories
✓In-person Electric
Home Tours
“I was blown away by the
simplicity and energy efficiency
of the heat pump. The rebates
from SVCE made this a no
brainer.”
– Amit, Cupertino
“Our experience of going electric
has been very smooth. And I have
an opportunity to make a
difference by using solar and wind
powered electricity rather than
natural gas.”
- Stephen, Unincorporated County
Item 2
Attachment 1
4 Application Overview
Application period: February - March
4 16
2023 Electric Showcase
Award Winners
109
Amped-Up
Honorable
Mentions
30 Incomplete or
invalid
applications
Blue = ESA Winners
Green = Amped up honorable mention
Showcase Winners by Jurisdiction
Item 2
Attachment 1
5 Winners & Awards
$95,000 in Awards
Property Type Winner City
Just Getting Started
SF Home Scott Holzer Sunnyvale
SF home Stephen Ode Campbell
SF home Judy Wang Campbell
Com Congregation Beth Am Los Alto Hills
On the Way
SF home Amit Butala Cupertino
MF home Brede Kolsrud Sunnyvale
SF home Kristel Wickham Sunnyvale
SF home Alexander Mohr Morgan Hill
MF Sunshine Gardens Apartments Mountain View
All Electric
Duplex
William Gale and Lakshmi
Kasinathan Sunnyvale
SF home Judy Lu Los Altos Hills
SF home Tom Tweddell Los Altos
SF home Justin Liu Los Gatos
SF home Carol Carrillo Saratoga
SF home Curt Cotner Gilroy
Com Seema Beauty Salon Milpitas
Winner Summary
SF = single family MF = Multi family
Item 2
Attachment 1
6 Elevating
Their Stories
The winners represent
a diverse range of
paths that can be
taken to going
electric.

Item 2

ELECTRIC SHOWCASE AWARDS
Attachment 1 -
SILICON VALLEY <3/ CLEAN ENERGY
JUDY,

LOS ALTOS HILLS
It's been a great
educational
process as we
teach our kids
about the new
solar panels, our
appliances being
all electric.
7 Website & Social Media Campaign
www.svcleanenergy.org/electric-showcase-awards-23
Item 2
Attachment 1

SILICON VALLEY
CLEAN ENERGY ABOUT US v GO ELECTRIC - REBATES & OFFERS v ® SVClean Energy @SVCleanEnergy •Sep 22
Congrats to Gilroy resident Curt, winner of the 2023 Electric Showcase Awards. Curt went all-electric to help fight climate change. Using @SVCIeanEnergy rebates, he even saved money on some appliance upgrades.

Learn more at svcleanenergy.org/electric-showc...

SILICONVALLEY

CLEAN ENERGY
Click on an image to read their testimonials
Pay To The r .

Order Of W'T
2023 WINNER

CURT, GILROY
City of Milpitas, City Government ©
September 12 at 9:00 AM d
Congratulations to Seema Beauty Salon, a local Milpitas business and winner of the 2023 Electric Showcase Awards! Seema decided to install a tankless electric water heater at her business so that she could make a difference and fight climate change, Her choice paid off; along with lowering her salon’s carbon emissions, she is saving money on her energy bill. The Silicon Valley Clean Energy Electric Showcase Awards recognizes success stories of building electrification in local homes and businesses. Learn more about SVCE's award winners at svcleanenergy.org/electric-showcase-awards-23/.

ELECTRIC SHOWCASE AWARDS
8 Title of the
Page
Recognition in Your Community
Saratoga
Sunnyvale
Los Altos
Los Altos Hills
Santa Clara County Milpitas
Gilroy
Campbell
Morgan Hill
Item 2
Attachment 1
9 Electric Home Tours
Saturday,
October 14
10 a.m. – 4 p.m.
✓ 40+ homes participating
through Santa Clara and
San Mateo Counties
✓ Over 500 residents
registered to tour
https://www.electrichometour.org/
Item 2
Attachment 1
SILICON VALLEY \3/ CLEAN ENERGY
Invites You To The
Electric
Home Tour
ELECTRIFY TODAY!
10 Questions?
Item 2
Attachment 1
1 • Subtitle
New SV Clean Energy
PowerPoint Template
CEO Report
Clean Power Update
SVCE Board Meeting
October 11, 2023
Item 2
Attachment 2
Clean Power Update, October 2023
2 Clean Long-term Power Agreements
• $3.2B+ in commitments
• 20 PPAs signed
• 17 new build projects
• 796 MW of Renewable Power
• 1,845 MWh of Battery Storage
7 Projects now delivering to SVCE
meeting ~33% of energy needs:
• COSO geothermal - January 2022
• Slate Solar + Storage – January 2022
• Casa Diablo geothermal – September 2022
• Mountain View wind – July 2022
• Rabbitbrush Solar + Storage – October 2022
• Terra-Gen Wind – January 2023
• Yellow Pine Solar + Storage – July 2023
Item 2
Attachment 2
Clean Power Update, October 2023

GEOTHERMAL

BATTERY STORAGE
SOLAR + STORAGE

SOLAR POWER

WIND GENERATION

BAKERSFIELD

KINGMAN

LOS ANGELES

ARIZONA
SANTA

BARBARA
LAS
VEGAS
ORMAT

SAN LUIS WEST SOLAR CASA DIABLO IV

FISH LAKE

SLATE COSO ARATINA

YELLOW PINE

TUMBLEWEED

HANFORD
ANGELA

YELLOW PINE III

RABBITBRUSH

CAMERON CREST
ATLAS

BALDY MESA VICTORY PASS

GRACE SOLAR II

AES MOUNTAIN VIEW

GOAL LINE
3 SVCE Long-Term Clean Energy
SellerContracts Project Name Technology Generation MW Storage MWh Approximate % of Annual
load in 2028
Term
(years)
Lifetime Not to
Exceed Authority
(MM$)
SVCE Board
Approval Status
1 MN8 Slate Solar + Storage 93 186 6.60% 17 $198 Oct-18 Online 2 Ormat Casa Diablo Geothermal 7 1.40% 10 $43 Feb-20 Online 3 Atlantica Coso Geothermal 43.8 6.50% 15 $331 Mar-20 Online 4 Leeward Rabbitbrush Solar + Storage 40 20 3.00% 15 $64 Apr-20 Online 5 NextEra Yellow Pine Solar + Storage 50 104 4.00% 20 $128 May-20 Online 6 Avantus Aratina Solar + Storage 80 60 6.60% 20 $174 Jun-20 Pre-construction 7 174 Power
Global Atlas Solar 50 3.80% 10 $32 Jan-21 Pre-construction 8 SB Energy Angela Solar + Storage 20 40 1.40% 15 $35 Mar-21 Pre-construction 9 AES Mountain View Wind 33.3 3% 20 $128 Apr-21 Online
10 Origis San Luis West Solar + Storage 62.5 62.5 4% 15 $74 Apr-21 Pre-construction 11 Clearway Victory Pass Solar + Storage 100 100 8% 15 $173 May-21 Construction 12 Terra-Gen Cameron Crest Wind 77.7 5% 15 $150 May-21 Online 13 Rev
Renewables Tumbleweed
Long Duration
Storage 127.5 15 $100 Feb-22 Pre-construction
14 Onward Goal Line
Long Duration
Storage 113.6 15 $100 Mar-22 Pre-construction
15 Ormat Geothermal Portfolio Geothermal 16.75 4.40% 20 $256 Jun-22 Pre-construction 16 OME Fish Lake Geothermal 1.82 0.40% 20 $30 Jun-22 Pre-construction 17 AES Baldy Mesa (RA-only) Storage 0 300 10 $81 Sep-22 Construction 18 MRP Hanford Thermal + BESS 99.4 131.4 12 $280 Apr-23 Pre-construction 19 NextEra Grace Solar 120 9.00% 15 $286 Aug-23 Pre-construction 20 NextEra Yellow Pine III Storage 0 460 15 $420 Aug-23 Pre-construction Item 2
Attachment 2
Clean Power Update, October 2023
4 Clean Energy Resources Online Progress
as of 9/29/2023
2023 – Q4 • San Luis West Solar + Storage: Pre-construction – delayed • Victory Pass Solar + Storage: Construction mode – delayed 2024 – Q1 • Angela Solar + Storage: Pre-construction – delayed • Fish Lake Geothermal: Pre-construction
2024 – Q2 • Baldy Mesa (RA-Only Storage): Construction mode 2024 – Q4 • Hanford BESS on Peaker: Pre-construction
• Goal Line Long Duration Storage: Pre-construction
2025 – Q2 • Aratina Solar + Storage: Pre-construction – delayed • Ormat Geothermal Portfolio: Pre-construction
• Tumbleweed Long Duration Storage: Pre-construction
• Atlas Solar: Pre-construction – delayed
• Yellow Pine III Storage: Pre-construction
• Grace Solar: Pre-construction
2025 – Q3+
Item 2
Attachment 2
Clean Power Update, October 2023
5 THANK YOU!
Item 2
Attachment 2
Clean Power Update, October 2023
1 1. Outreach Events & Sponsorships
Date Sponsorship Location
10/1/2023 KCAT Oktoberfest
12:30 p.m. – 6:30 p.m.

Sponsorship
Los Gatos Civic Center Lawn
110 E. Main St.

Los Gatos, CA 95030
10/7/2023 Morgan Hill Clean Air Day
10:00 a.m. – 1:00 p.m.

Tabling
Magical Bridge Playground
171 W Edmundson Ave
Morgan Hill, CA 95037
10/14/2023 Electric Home Tours
10:00 a.m. – 4:00 p.m.

Sponsorship and staff attendance
Foothill College Sunnyvale Center
1070 Innovation Way
Sunnyvale, CA 94089
(Meeting place for special SVCE tour)
10/14/2023 Day on the Bay
10:00 a.m. – 3:00 p.m.

Sponsorship and tabling
Alviso Marina
1195 Hope St.

Alviso, CA 95002
10/14/2023 Bay Area Diwali 2023
11:00 a.m. – 6:00 p.m.

Sponsorship
Cupertino Memorial Park
21121 Stevens Creek Blvd.

Cupertino, CA 95014
Item 2
Attachment 3
ESCR Update, October 2023
2 1. Outreach Events & Sponsorships
Date Sponsorship Location
10/22/2023 Congregation Beth Am Sustainability
Faire
Time TBA
Tabling
Congregation Beth Am
26790 Arastradero Road
Los Altos Hills, CA 94022
10/24/2023 –
10/26/2023
VERGE: The Climate Tech Event
Time varies
Sponsorship, tabling, and session attendance
San Jose McEnery Convention Center
150 W San Carlos St
San Jose, CA 95113
10/28/2023 Gilroy La Ofrenda Festival
1:00 – 7:00 p.m.

Sponsorship and tabling
Location TBA
Downtown Gilroy
11/4/2023 Wineries of Santa Clara
Valley Association Vine to Wine Vine to
Wine
1:00 p.m. – 7:00 p.m.

Sponsorship and tabling
Mountain Winery
14831 Pierce Road
Saratoga, CA 95070
Item 2
Attachment 3
ESCR Update, October 2023
3 Event Photos
It’s been a very busy fall thus far, and our staff have been out in our communities, connecting with customers, as well as industry events. There are still many more events to go throughout October.

Panel at CPUC Supplier Diversity Expo
Senator Cortese Picnic By the Lake
Morgan Hill All-Electric Fire Station Groundbreaking
Item 2
Attachment 3
ESCR Update, October 2023
4 Silicon Valley Business Journal Events
SVCE sponsored the Business of Climate
and Sustainability event on 9/12 and the
Structures Awards on 9/28.

Both events allowed for us to network and
present in front of private sector startups,
and the development and building
community.

At the Structures Awards, we presented
the sponsored, All-Electric Excellence
Award to the City of Los Altos Community
Center.

Photo courtesy of the Silicon Valley Business Journal
Item 2
Attachment 3
ESCR Update, October 2023
5 Participation Rate
Overall Participation
Rate
Residential 96.31%

96.35%
Commercial 96.75%

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

SILICON VALLEY

CLEAN ENERGY
6 The most recent MAWG meeting was held on September 28, 2023, and was attended by 8 different agencies and organizations with a total of 29 participants.

3. Member Agency Working Group – September
Update
The following agenda items were presented and discussed:
• Capital Improvements Planning Analysis
• Member Agency Services EM&V
• 2022 GHG Inventory Update for SVCE’s Service Territory • Small-Medium-Business (SMB) Rebates Program – Now Available to Muni Buildings! • Permit Modernization and Policy Experimentation Program Launches • MAWG Meeting Planning – November & December Schedule
Item 2
Attachment 3
ESCR Update, October 2023
7 4. FutureFit Homes Digital Campaign
Videos + Digital Ads
Through engaging videos and
multilingual banner ads, our
FutureFit Homes digital campaign
aims to educate customers about
the benefits of heat pumps and
direct them to our generous
home rebates, offering up to
$8,000 in savings.

Item 2
Attachment 3
ESCR Update, October 2023
SILICON VALLEY <3/ CLEAN ENERGY
Should be enough moneyto
learnwhata heat pump is.

Get up to $8,000in
rebates on heat pumps.
it electric, Silicon Valley.

SILICON VALLEY coelectrc CLEAN ENERGY CO EL£CTR,C
Genie de SiliconValley
•ueequipos electricos
Reembolsos de hasta
$8000 en bombas de calor.

Es suficiente dinerocomopara
enterarsedeque sonlas bombas
decalor.

Upto
$8,000in
rebates on
heat
pumps.

Should be
enough
money to
learnwhat a
heat pumpis.

CO ELECTRIC

SILICON VALLEY

CLEAN ENERGY
8 Purpose of Promotion: Encourage
customers to learn about electrification and
upgrade their appliances to electric.

Promotion Details: Customers can get
$50 off a portable power station, smart
thermostat, air purifier, and evaporative
cooler.

5. Summer Appliances Assistant Promotion
Launched June 21, closes September 30
From June 21 – September
27, there have been 304
rebates claimed!
Item 2
Attachment 3
ESCR Update, October 2023
9 6. Press Releases & Media
Press
• Bay Area Residents Are Upgrading from Polluting Gas Appliances to Sleek, Safe Electric Technologies, Press Release, 09-06-23
• Central Coast Community Energy and Silicon Valley Clean Energy Announce Commissioning of New Large-Scale Solar and Energy Storage Project, Press Release, 09-13-23 • Silicon Valley Clean Energy Contracts for New Power Projects, Press Release, 09-20-23 Media
• City breaks ground for new Butterfield fire station, The Morgan Hill Times, 09-13-23 • California CCAs Announce Commissioning of New Large-Scale Solar and Energy Storage Project, American Public Power Association, 09-17-23
• Silicon Valley Clean Energy Enters Solar, Storage Agreements, American Public Power, 09-21-23 • Honors, happenings, opportunities, comings and goings — Sept. 2023, The Jewish News of Northern California, 09-28-23
Item 2
Attachment 3
ESCR Update, October 2023
1 • Subtitle
New SV Clean Energy
PowerPoint Template
SVCE Legislative
and Regulatory
Update
October 11, 2023
Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
2 Policy Updates
Regulatory Update:

1. Review of CPUC's Net Billing Tariff (NEM 3.0)
Decision

2. High DER Proceeding
Legislative Update:

1. SVCE Legislative Positions
Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
3 Regulatory
Update
3 Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
4 Key Regulatory Activities
Activity Purpose Status
Review of the Net
Billing Tariff (NEM

3.0) decision at the
First District Court of
Appeal
Status of lawsuit over the
CPUC's Net Billing Tariff
final decision (D. 22-12-
056).

The Court of Appeal of the State of California First Appellate District Division Three granted the Center for Biological Diversity, Environmental Working Group, and Protect Our Communities Foundation's petition for writ of review on September 14, 2023, meaning that the First District Court of Appeal has agreed to hear the lawsuit. However, the granting of the petition for writ of review will not affect the current implementation plan for D. 22-12-056. Customers that enroll in PG&E's solar tariff after April 14, 2023, will be enrolled in the Net Billing Tariff adopted in D. 22-12-056. SVCE is monitoring developments in the lawsuit.

High DER Proceeding Proceeding to modernize
the electric grid for a high
distributed energy
resources future.

A recent ruling required investor-owned utilities to respond to several questions about their distribution planning processes, funding, and execution processes.

PG&E's response revealed that PG&E has a significant backlog of distribution capacity projects and around a $1 billion funding shortfall for distribution capacity projects. SVCE, along with a group of other CCAs, filed comments in response to PG&E's filing requesting several clarifications and a workshop to further investigate and discuss potential solutions.

Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
5 Legislative
Update
5 Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
6 SVCE Positions
Status of the bills that SVCE has taken positions on
Bill Summary Legislative
Platform Policy
SVCE
Position
Bill Status
AB 625
(Aguiar-Curry)
Extends sunset date of the
BioMAT program
Competitive Equity Support Died – two-year bill
SB 488
(Alvarado-Gil)
Allows CCAs to participate in the
BioRAM program.

Competitive Equity Support Died – two-year bill
SB 410
(Becker)
Reporting, timelines, and
stakeholder group for
distribution-level
interconnection.

Clean, Reliable Grid Support Governor’s Desk
SB 527 (Min) Requires CPUC to establish a
Neighborhood Decarb Program.

Climate Mitigation/Fuel
Switching
Support Died – two-year bill
AB 593
(Haney)
Directs CEC to create a
statewide building decarb
strategy
Climate Mitigation/Fuel
Switching
Support Died – two-year bill
Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
7 SVCE Positions
Status of the bills that SVCE has taken positions on
Bill Summary Legislative
Platform
Policy
SVCE Position Bill Status
AB 1393
(Garcia)
Governor’s energy reliability
proposal.

Competitive Equity Neutral Governor’s Desk
Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
8 • January 4 – Legislature Reconvenes
• February 17 – Last day for bills to be introduced
• April 28 – Last day for policy committees to vote on fiscal bills • May 5 – Last day for policy committees to vote on non-fiscal bills • May 19 – Last day for fiscal committees to hear bills introduced in that house • June 2 – Last day for each house to pass bills introduced in that house • June 15 – Budget bill must pass by midnight
• July 14 – Last day for policy committees to vote on bills • September 1 – Last day for fiscal committees to vote on bills • September 14 – Last day for each house to pass bills
• October 14 – Last day for Governor to sign bills
Key State Legislative Milestones
Item 2
Attachment 4
SVCE Leg/Reg Update, October 2023
SVCE Agenda Look Ahead
October 2023 - February 2024
October 2023 November 2023 December 2023 January 2024 February 2024 Board of Directors, November 8:

Consent:

Minutes
September 2023 Treasurer Report
Committee Reports
Program Administration Consultant Agreement
Program Application/Portfolio Tool Development
Agreement
Multifamily Direct Install Program Agreement
Data Analytics Support Agreements
Scheduling Coordinator Agreement
Regular Calendar:
2024 Legislative Policy Platform
Annual Customer Survey Results
Special Meeting: SVCE End-of-the-Year
Event, December 13, 4pm
Board of Directors, December 13:

Consent:

Minutes
October 2023 Treasurer Report
Committee Reports
Regular Calendar:

Rate Change
Board Elections Update
Board of Directors, January 10:

Consent:

Minutes
November 2023 Treasurer Report
Committee Reports
Regular Calendar:

Chair and Vice Chair Appointment
Executive Committee Membership Selection
Board of Directors, February 14:

Consent:

Minutes
December 2023 Treasurer Report
Committee Reports
Regular Calendar:

Committee Selections - 2024
Update to Exhibits C and D of the SVCE JPA
SVCE’s Load Management Standards
Compliance Plan Preview
Executive Committee, October 27:

Introduction to SVCE's Load Management Standards
Compliance Plan
Permit Modernization and Policy Experimentation Update
NEM Rates Discussion
Deep Decarbonization Strategy Discussion
GreenPrime Discussion
Executive Committee, TBD (will be a
combined meeting with Nov./December):

Rate Change Discussion
Program Snapshot
Executive Committee, TBD (will be a
combined meeting with Nov./December):

Rate Change Discussion
Program Snapshot
Executive Committee, TBD (tentatively
scheduled for Jan. 26):

Appointment of Committee Chair and Vice Chair
Executive Committee, TBD (tentatively
scheduled for Feb. 23):

TBD
Finance & Admin Committee Meeting, Oct. 3, 3pm:

Prepay #3 Review/Recommendation
10/4/23
Board of Directors, October 11
Item 2
Attachment 5

Page 1 of 6 ends

Staff Report – Item 3
Item 3:

From:

Prepared by:

Date:

RECOMMENDATION

1. Staff requests the Board of Directors adopt Resolution 2023-17 authorizing the CEO to execute agreements with the firms listed below for the services they will provide to enable SVCE to complete its third energy prepayment transaction.
• PFM Financial Advisors LLC & PFM Swap Advisors - $155,000 • Chapman & Cutler (Disclosure/Issuer’s Counsel) - $175,000 • Ballard Spahr (Bond and Tax Counsel) - $250,000
• Moody’s Investor Service Inc (Credit Rating) - $272,500 These payments, except for Moody’s Credit Rating fee, will be contingent on executing the Prepay transaction. To avoid the risk of stranding Moody’s fees, SVCE will initiate Moody’s service later when there is more certainty on successfully executing the transaction. Like the first two Prepay transactions, Morgan Stanley, the Prepay Seller, will split Moody’s rating agency fee if the Prepay transaction is not executed by no fault of Morgan Stanley or SVCE.

Staff requests the Board of Directors approve engagement with Morgan Stanley as the Prepay Supplier with the following fee structure1:

Bond underwriting fee of $5/bond plus underwriter expenses not to exceed $0.50/bond. The dollar amount of this fee will depend on the total dollar value of the bonds. For example, for the issuance of $1 billion in bonds, with a face value of $1,000 a bond, the underwriting fee would be $5 million.

The combined fees for services provided by the firms identified above shall not exceed 1% of the bond proceeds amount, including other ancillary services such as green bond verification, bond trustee and counsel fees, an investment advisor fee, and other miscellaneous costs such as printing. 1 CCCFA will execute a Bond Purchase Agreement with Morgan Stanley at the time of the sale of bonds, which will document these fees and bond pricing results. The other charges (Energy Service Revenue and swap fee) will be implemented later along with other Prepay transactional documents.

Item 3
Authorize the Chief Executive Officer to Execute Agreements with Firms Providing Services to Enable SVCE to Execute its Third Prepay and to Execute the Power Supply Contract with the California Community Choice Financing Authority and Related Supporting Agreements
Monica Padilla, Acting CEO
Amrit Singh, CFO and Director of Administrative Services 10/11/2023
SILICON VALLEY \3/ CLEAN ENERGY
Agenda Item: 3 Agenda Date: 10/11/2023

Page 2 of 6 ends

2. Staff requests the Board of Directors adopt Resolution 2023-18 authorizing the CEO to execute the Power Supply Contract with the California Community Choice Financing Authority2 (CCCFA) and execute or approve3the related supporting agreements to enable SVCE to enter an approximately 30- year energy prepayment transaction. These contracts and agreements are in substantially negotiated form, and staff requests the Board authorize the CEO to make any minor clarifying modifications necessary that do not change the intent or deteriorate the economics of the transaction.

The Board’s authorization will be subject to the following parameters. • The Bonds, issued by CCCFA, will not be guaranteed obligations of SVCE but will be limited obligations of CCCFA payable solely from the revenues and other amounts pledged under the Indenture as the Trust Estate, including amounts owed by SVCE under the Power Supply Contract.
• The aggregate principal amount of the Bonds shall not exceed $1,500,000,000. • The energy savings to SVCE under the Power Supply Contract for the initial Bond Reset Period, including the Annual Refund (defined in the Power Supply Contract), shall be at least 8 percent.
4 • The energy Service Revenue fee in the transaction shall not exceed $1.10 per MWh. • The commodity swap counterparty fee in the transaction shall not exceed $0.50 MWh. • If any floating rate bonds are issued, Morgan Stanley shall charge no more than six basis points on the interest rate swap spread to mid-market.

The bond proceeds will pay all the transaction costs, and the Board-designated savings target will be net of these costs.

FINANCE AND ADMINISTRATION (F&A) COMMITTEE REVIEW
At its October 3, 2023, meeting, the F&A Committee reviewed the proposed recommendations. The F&A Committee asked clarifying questions regarding the prepay structure and voted unanimously to recommend that the Board approve the staff’s requests.

BACKGROUND
SVCE and East Bay Community Energy (EBCE) spent over two years creating the structure of the Power Prepay transaction with Morgan Stanley as the Prepay Bank Supplier (see timeline in Attachment 3). Using the established structure, SVCE successfully executed its first Prepay in September 2021 for a deal on average covering 50 MW or about 11% of SVCE’s load. This transaction saves SVCE about 10% of the energy cost of the initial transaction assigned into the Prepay, about $1.9 million per year during the initial bond pricing period of ten years.

Using the same structure as the first Prepay, SVCE, in January 2023, successfully executed its second Power Prepay structure. The second Prepay covers on average, about 55 MW or about 12% of SVCE’s load and provides a substantial savings of approximately $4.7 million per year during the initial bond pricing period of 6.5 years (Attachment 4 provides details of the first two Prepay transactions).

Staff would like to leverage the two years of work put into this structure by replicating it for another Prepay with the same counterparties as the first and second Prepay transactions. The Prepay structure is enhanced for the 3rd transaction to account for deviations in assigned energy volumes from the contracted volumes to settle on an annual instead of monthly basis, better accommodating the assignment of intermittent renewable transactions.
2 SVCE and the other initial founding member CCAs created the CCCFA, a separate legal entity that can issue tax-exempt municipal bonds.
3 The CCCFA will be a counterparty to many of these agreements. 4 The 8 percent saving is relative to a fixed price for energy deliveries under the power supply contract that will be established at the time of the pricing of the bonds using available energy market prices and other information that will be reviewed and approved by SVCE’s financial advisor, PFM Financial Advisors LLC.

Item 3
Agenda Item: 3 Agenda Date: 10/11/2023

Page 3 of 6 ends

Staff is contemplating the third Prepay to cover about 12 to 20 percent of SVCE’s load. The large range is requested to take advantage of attractive market opportunities if there is sufficient market interest in the transaction with savings that exceed the 8 percent threshold stated earlier.

Since our first transaction was executed, MCE and Pioneer have successfully executed their first Prepay transaction. Clean Power Alliance (CPA) has executed two Prepays. EBCE has executed its third Prepay using the approach staff recommends for SVCE’s third transaction. Several other CCAs are currently pursuing a prepay transaction. The bond par value of CCA transactions executed through the California Community Choice Financing Authority (CCCFA) is just over $7 Billion.

The goal of the prepayment transaction is to reduce the cost of power purchases on quantities delivered under the prepay structure with minimal risk to SVCE. The Prepay structure enables publicly owned utilities, including CCAs, to reduce their energy costs by financing the acquisition of long-term energy supplies with tax-exempt bonds. Attachment 5 provides an overview of the Prepay structure; this was shared with the Board and the Finance and Administration Committee before executing the first two Prepay transactions.

STRATEGIC PLAN
Entering a Prepayment transaction will further Goals #2, #3, and #15 of the SVCE Strategic Plan.

Goal #2: Acquire clean and reliable electricity in a cost-effective, equitable, and sustainable manner.

Goal #3: Manage and optimize power supply resources to meet affordability, GHG reduction, and reliability objectives.

Goal #15: Commit to maintaining a strong financial position.

ANALYSIS & DISCUSSION
SVCE has worked with these key parties for the first two Prepay Transactions for the role defined in the table below, except for Ballard Spahr, whom SVCE worked with for the second Prepay transaction. For the first Prepay Transaction, SVCE and EBCE conducted competitive solicitations that resulted in selecting PFM Financial Advisors LLC, Chapman and Cutler, and Morgan Stanley. Moody’s Investor Service Inc. was chosen because they have the most experience rating Prepay Bonds of all the rating agencies. These parties discounted their service fees for the second and third Prepay, as shown in the table below.

Item 3
Firms Role First Prepay Second Prepay
Proposed for
Third Prepay
PFM Financial
Advisors LLC /
PFM Swap
Advisors
Municipal Advisor: Advises prepay
buyer in negotiations,required by
the MunicipalSecurities Rulemaking
Board (MSRB), and on commodity
and interest rate swaps.
$250,000 $175,000 $155,000
Chapman &
Cutler
Disclosure and Issuer’s Counsel:

Provides legal counsel and prepares
official statement and prospectus
$310,000 $200,000 $175,000
Ballard Spahr* Bond and Tax Counsel:Represent
bondholdersand provide tax opinion
on the transaction
N/A* $300,000 $250,000
Moody’s Investor
Service Inc
Rating Agency: Provides the credit
rating for the bonds
$315,000 $232,500 $272,500
Total $1,300,000 $907,500 $852,500
Agenda Item: 3 Agenda Date: 10/11/2023

Page 4 of 6 ends

For the first Prepay, SVCE worked with Orrick, Herrington & Sutcliffe as the bond and tax counsel for $425,000. Because of a potential conflict of interest, SVCE did not work with this firm for the second transaction and, for the same reason, will not do so for this transaction. Ballard Spahr was selected in consultation with our financial advisor, PFM. Ballard Spahr has significant experience in Prepay transactions.

PFM had contacted a few niche firms that provide Prepay Bond and Tax Counsel services. After a discussion with PFM, staff agreed with PFM’s recommendation of Ballard Spahr based on the competitiveness of their offer and their ability to leverage the work from SVCE’s first Prepay transaction.

For this third Prepay transaction, the Prepay Supplier, Morgan Stanley, has proposed charging the same fee as the first two transactions.

When the Board approves the Prepay transaction, the transaction will include a commodity swap agreement with a Swap counterparty. SVCE expects the swap counterparty fee not to exceed $0.50 MWh.

The transaction will entail other nominal costs within the CEO’s execution authority. These include:
• Trustee (Bank of New York) ~$35,000
• Trustee Counsel (Bank of New York Counsel) ~$35,000
• Investment Advisor ~$35,000
• Green Bond Second Party Opinion (Kestrel Verifiers) ~$25,000 • Printing and other costs ~$15,000
The initial term of the bonds is expected to be about 5-10 years. SVCE will not execute the transaction unless, at a minimum, we can achieve an energy savings discount of at least 8 percent during the initial bond period.

The actual discount will depend on the spread between taxable and tax-exempt rates. At the end of the initial term, the bonds will be refinanced, and the terms of the discount will be set per a Repricing Agreement.

Closer to the time of the pricing of the Bonds, the Repricing Agreement will specify a minimum energy savings threshold for the future reset periods, which is currently anticipated to be about 4 percent. As the transaction progresses, the remaining shorter tenor will place downward pressure on future discounts.

The risks to SVCE are minimal as the debt will not be recourse to SVCE. If, for any reason, the structure falls apart, the energy contract(s) assigned to the Prepay will revert to SVCE, and the loss to SVCE will be the staff time spent on the project and the future savings expected to be generated by the prepayment transaction.

The initial consultant and attorney fees are all contingent upon the execution of the transaction and will be financed from the bond proceeds.

The transaction is expected to cover 12 to 20 percent of our load, depending on the bond offering size.

Combined with the first two Prepays, on average, the total load coverage is expected to be around 35 to 45 percent. As was discussed when seeking approval of the first Prepay transaction, SVCE can easily execute transactions to cover about 50 to 60 percent of the load, after which staff will conduct further portfolio optimization analyses.

SUMMARY OF THE TRANSACTION DOCUMENTS
These are the major agreements that SVCE will sign once the Board authorized parameters are met:

Power Supply Contract – The agreement is between SVCE and CCCFA, and it provides for the sale of clean energy from CCCFA to SVCE for the term of the prepayment.

Letter Agreement Regarding PPA Assignments – The agreement is among SVCE, CCCFA, and Morgan Stanley, and it details the terms of assigning PPAs that SVCE has with a current or future energy supplier.

Item 3
Agenda Item: 3 Agenda Date: 10/11/2023

Page 5 of 6 ends

Form of Limited Assignment Agreement – This agreement is among SVCE, Morgan Stanley, and the third-party energy supplier, and it details the terms of partially assigning SVCE’s energy contracts to Morgan Stanley.

Project Administration Agreement – This agreement is between SVCE and CCCFA. The agreement sets the terms for SVCE to act on behalf of the issuer, such as scheduling for the energy.

Energy Supply/PPA Custodial Agreement – This agreement is among SVCE, CCCFA, Morgan Stanley, and the Custodian Bank on handling cashflows among the parties and making the required payments to the energy/PPA supplier.

The following are the major agreements of the prepayment transaction that CCCFA will execute:

Prepaid Agreement – This agreement is between CCCFA and Morgan Stanley, and it details the terms of prepayment by CCCFA to Morgan Stanley and the flow of energy from Morgan Stanley to CCCFA. The terms of this agreement largely mirror those of the Power Supply Contract between SVCE and CCCFA.

Trust Indenture – This agreement is between CCCFA and the Trustee and sets forth the terms of bond issuance, rights of bondholders, and security of the cashflows of CCCFA to ensure principal and interest payments to the bondholders.

Re-pricing agreement – The agreement is between CCCFA and Morgan Stanley and sets the terms for remarketing and repricing of bonds at future bond repricing periods and the terms for calculation of future energy price discounts that will be offered to SVCE.

Also attached is the Preliminary Offering Statement (POS) that will be used to market the bonds and provide information on the energy prepayment transaction, including the key terms of the transaction. Appendix A of this document includes background information on SVCE, including the formation of SVCE, service area, customers, sources of clean energy, and other information to inform bondholders on the financial and operational strength of the organization.

FISCAL IMPACT
Like the first two Prepay transactions, this third transaction can also bring significant savings to SVCE’s power procurement portfolio at minimal risks to SVCE. A savings of eight to ten percent for the initial bond term could amount to ~$5 million per year or more, depending on the actual size of the transaction and the market economics when the transaction is executed. Combined savings of three Prepay transactions can amount to $12 million or more yearly over the initial bond reset periods, which can fund a three percent customer discount relative to PG&E rates on average.

ATTACHMENTS

1. Resolution 2023-17, authorizing the CEO to negotiate and approve or execute agreements

2. Resolution 2023-18, authorizing the execution of the Prepay transaction

3. Timeline of SVCE’s First Prepay Transaction

4. Summary of the Details of the First Two Prepay Transactions and Cost Breakdowns

5. Overview of the Prepay Structure

6. Agreements/Engagement Letter for Consulting and Counsel Services

7. Power Supply Contract

8. Letter Agreement Regarding PPA Assignments

9. Limited Assignment Agreement

10. Project Administration Agreement

11. Energy/Supply PPA Payments Custodial Agreement

12. Prepaid Agreement

13. Trust Indenture
Item 3
Agenda Item: 3 Agenda Date: 10/11/2023

Page 6 of 6 ends

14. Repricing Agreement

15. Preliminary Offering Statement
Item 3
RESOLUTION 2023-17 1

SILICON VALLEY CLEAN ENERGY AUTHORITY
RESOLUTION NO. 2023-17

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY AUTHORIZING THE CHIEF

EXECUTIVE OFFICER TO NEGOTIATE AND EXECUTE OR

RECOMMEND APPROVAL FOR CALIFORNIA COMMUNITY

CHOICE FINANCING AUTHORITY TO EXECUTE AGREEMENTS,

AS NECESSARY, WITH BALLARD SPAHR LLP, CHAPMAN AND

CUTLER LLP, PFM FINANCIAL ADVISORS LLC & PFM SWAP
ADVISORS LLC, MORGAN STANLEY & CO. LLC AND MOODY’S
INVESTOR SERVICE INC. FOR THE PROPOSED ENERGY

PREPAYMENT TRANSACTION
WHEREAS, The Silicon Valley Clean Energy Authority (“SVCE”) was formed as a community choice aggregation agency (“CCA”) on March 31, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq. (the “Act”), among the City of Campbell, City of Cupertino, City of Gilroy, City of Los Altos, Town of Los Altos Hills, Town of Los Gatos, City of Monte Sereno, City of Morgan Hill, City of Mountain View, County of Santa Clara (Unincorporated Area), City of Saratoga and City of Sunnyvale, to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The city of Milpitas, located in Santa Clara County, was added as a member of SVCE and a party to the JPA in June 2018; and WHEREAS, in order to achieve a significant reduction in power procurement costs, SVCE is considering entering into a third energy prepayment transaction involving the issuance of tax-exempt bonds (the “Bonds”) by a third-party conduit agency for which there would be no recourse against SVCE; and
WHEREAS, Chapman and Cutler LLP was selected as proposed legal counsel for the previous prepay transaction through a solicitation issued in June 2020; and WHEREAS, Orrick, Herrington & Sutcliffe proved unavailable to repeat as legal counsel relating to the Bonds due to a conflict of interest, so Ballard Spahr LLP was selected due to its unique experience with previous prepay transactions; and WHEREAS, PFM Financial Advisors LLC & PFM Swap Advisors LLC were selected for the financial advisor roles through a solicitation issued in September 2020; and WHEREAS, Morgan Stanley & Co. LLC was selected as the underwriter for the previous prepay transaction through a solicitation issued in November 2019; and WHEREAS Moody’s Investor Service Inc. was selected for the Bond credit rating service due to its unique experience evaluating similar prepayment transactions, and WHEREAS The agreements, once negotiated, may be executed by the California Community Choice Financing Authority (“CCCFA”), pending further deliberation between parties; and.

Item 3
Attachment 1
RESOLUTION 2023-17 2
WHEREAS The combined fees for services provided by the firms identified above shall not exceed 1% of the amount of the proceeds of the Bonds, inclusive of other ancillary services, including green bond verification, bond trustee and counsel fees, an investment advisor fee and other miscellaneous costs such as printing.

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

Section 1. The Chief Executive Officer is hereby authorized to negotiate any necessary agreements (the “Agreements”) with the following firms for legal services relating to SVCE’s energy prepayment transaction and issuance of the Bonds: Ballard Spahr LLP – roles of Bond Counsel and Tax Counsel to CCCFA, and Chapman and Cutler LLP – roles of Disclosure Counsel (including preparing the Official Statement) and special counsel to SVCE; PFM Financial Advisors LLC & PFM Swap Advisors LLC – role of Financial Advisor; Morgan Stanley & Co. LLC – role of the underwriter; and Moody’s Investor Service Inc – role of bond transaction credit rating agency. The Chief Executive Officer is also authorized to execute these Agreements or recommend approval to CCCFA to execute the Agreements in support of the prepay transaction and issuance of the Bonds. The total combined costs to SVCE for the four Agreements along with that for green bond verification, bond trustee and counsel fees, an investment advisor fee, underwriting fees and other miscellaneous costs of issuance of the Bonds, including but not limited to printing, shall not exceed 1% of the amount of the proceeds of the Bonds and the Agreements shall be approved as to form by the General Counsel to SVCE. Moody’s contract to be executed closer to the transaction date to increase certainty of its need.

PASSED AND ADOPTED this 11th day of October 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

Item 3
Attachment 1
RESOLUTION 2023-17 3
Chair
ATTEST:

Andrea Pizano, Board Secretary
Item 3
Attachment 1
Resolution 2023-18
RESOLUTION 2023-18

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SILICON

VALLEY CLEAN ENERGY AUTHORITY AUTHORIZING THE EXECUTION

AND DELIVERY OF A POWER SUPPLY CONTRACT AND CERTAIN OTHER

DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY CLEAN
ENERGY PROJECT REVENUE BONDS; AND CERTAIN OTHER ACTIONS IN

CONNECTION THEREWITH
WHEREAS, The Silicon Valley Clean Energy Authority (“SVCE”) was formed as a community choice aggregation agency (“CCA”) on March 31, 2016, under the Joint Exercise of Power Act, California Government Code sections 6500 et seq. (the “Act”), among the City of Campbell, City of Cupertino, City of Gilroy, City of Los Altos, Town of Los Altos Hills, Town of Los Gatos, City of Monte Sereno, City of Morgan Hill, City of Mountain View, County of Santa Clara (Unincorporated Area), City of Saratoga and City of Sunnyvale, to study, promote, develop, conduct, operate, and manage energy-related climate change programs in all of the member jurisdictions. The city of Milpitas, located in Santa Clara County, was added as a member of SVCE and a party to the Joint Powers Agreement (as defined below) in June 2018;
WHEREAS, California Community Choice Financing Authority (the “Issuer”) is a joint powers authority established and organized under the Act, with the power and authority to enter into contracts and issue bonds to assist CCAs in financing the acquisition of supplies of clean energy;
WHEREAS, the Issuer is authorized by its Joint Powers Agreement to acquire supplies of clean energy by any means and to issue revenue bonds to finance the cost of acquisition of such supplies, and is vested with all powers necessary to accomplish the purposes for which it was created;
WHEREAS, SVCE has determined that it is desirable to acquire a long-term supply of clean energy from the Issuer; WHEREAS, SVCE is requesting that the Issuer agree to purchase certain quantities of clean energy from Morgan Stanley Energy Structuring, L.L.C., a Delaware limited liability company (the “Prepaid Supplier”) on a prepaid basis (the “Project”) and to sell such clean energy to SVCE, as described herein; WHEREAS, SVCE is requesting that the Issuer finance the costs of the Project with the proceeds of its Clean Energy Project Revenue Bonds, with such series designation(s) as is determined by CCCFA (the “Bonds”); WHEREAS, SVCE has determined to authorize the officers of SVCE to take all necessary action to accomplish the purchase of clean energy from the Issuer and to assist the Issuer in the issuance, sale and delivery of the Bonds; and Item 3
Attachment 2
Resolution 2023-18 2
WHEREAS, there have been made available to the Board of Directors of SVCE for approval forms of the following agreements to which SVCE is a party (collectively, the “SVCE Documents”):

1. Power Supply Contract between SVCE and the Issuer;

2. Custodial Agreement by and among SVCE, CCCFA Morgan
Stanley Capital Group Inc., a Delaware corporation (“MSCG”), the Prepaid Supplier, and the custodian to be named therein;

3. Form of Limited Assignment Agreement, by and among SVCE, the counterparty to the power purchase agreement described therein, and MSCG;

4. Letter Agreement among SVCE, the Prepaid Supplier and MSCG regarding matters relating to Assignment Agreements; and

5. Prepaid Energy Project Administration Agreement, by and between SVCE and the Issuer; and
WHEREAS, there have also been made available to the Board of Directors of SVCE forms of the following additional documents relating to the Project:

1. Trust Indenture (the “Indenture”) between the Issuer and the trustee to be named therein, providing for, among other things, the issuance of and security for the Bonds;

2. Prepaid Energy Sales Agreement (the “Prepaid Agreement”) between the Issuer and the Prepaid Supplier, providing for the delivery of the prepaid energy supply to the Issuer;

3. Re-pricing Agreement (the “Re-pricing Agreement”) between the Issuer and the Prepaid Supplier providing for the remarketing or refunding of the Bonds from time to time and the establishment of the Monthly Discount available to SVCE under the Power Supply Agreement from time to time during the term of the transaction; and

4. Preliminary Official Statement (the “Preliminary Official Statement”), to be used in connection with the offering and sale of the Bonds, including the information relating to SVCE included in Appendix A thereto (the Indenture, the Prepaid Agreement, the Re-pricing Agreement and the Preliminary Official Statement, together with the SVCE Documents, the “Project Documents”);
NOW THEREFORE, BE IT RESOLVED by the SVCE Board of
Directors, as follows:

Section 1. The proposed forms of the SVCE Documents, as made available to the Board of Directors for this meeting, are hereby approved. The form of Item 3
Attachment 2
Resolution 2023-18 3
Limited Assignment Agreement may be used, in substantially the same form, for the initial assignments of SVCE power purchase agreements, and in a similar form for additional power purchase agreements as needed to maintain the transactions approved hereby, with such changes as may be necessary to conform to the requirements of such power purchase agreement or as may be necessary to effect such assignment, and any such Limited Assignment Agreements shall be included in the SVCE Documents hereby approved. Subject to the parameters set forth in Section 4 of this Resolution, any of the Chief Executive Officer, Chief Operations Officer, Chair of the Board, the Director of Finance (each an “Authorized Officer”) is hereby authorized and directed, for and on behalf of SVCE, to execute and deliver the SVCE Documents in substantially said form, with such changes and insertions therein as the Authorized Officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 2. The proposed form of the Preliminary Official Statement, as made available to the Board of Directors for this meeting, is hereby approved. Any Authorized Officer is hereby authorized and directed, for and on behalf of SVCE, to execute and deliver a certificate as to the information regarding SVCE contained therein and in the final version of the Official Statement, with such changes and insertions therein as the Authorized Officer approving the same may deem necessary or appropriate.

Subject to approval by the Issuer, SVCE hereby authorizes the distribution of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds, and the delivery of the Official Statement in final form to the purchasers of the Bonds, in each case with such changes as may be approved as aforesaid.

Section 3. Each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of SVCE, to execute and deliver any and all documents, including, without limitation, any tax certificate relating to its expected use of the energy to be purchased by it from the Project, any continuing disclosure certificate or similar agreement required for the offering or sale of the Bonds, and any and all closing certificates to be executed in connection with the issuance of the Bonds and to take any and all actions which may be necessary or advisable, in the discretion of such Authorized Officers, to effectuate the actions which SVCE has approved in this Resolution, for the issuance, sale and delivery of the Bonds, and to consummate by SVCE the transactions contemplated by the SVCE Documents approved hereby and the other Project Documents presented to the Board herewith, including any subsequent amendments, waivers or consents entered into or given under or in accordance with such documents.

Section 4. The amount of the prepayment to be made under the Prepaid Agreement shall be established using the monthly quantities of energy to be delivered over an approximately 30-year term and a fixed price determined as of the time of pricing using available market prices and other information and reviewed and approved by SVCE’s financial advisor (the “Fixed Price”), discounted to present value at an agreed discount rate determined at the time of pricing. The prepaid energy will be delivered by the Issuer to SVCE under the Power Supply Contract at a floating day-ahead index price less a monthly discount stated in dollars per MWh (the “Monthly Discount”).

Item 3
Attachment 2
Resolution 2023-18 4
Considering the foregoing, the approvals provided for herein shall be subject to the following parameters:
(a) the Bonds will not be obligations of SVCE, but will be limited obligations of the Issuer payable solely from the revenues and other amounts pledged therefor under the Indenture, including amounts payable by SVCE under the Power Supply Contract;
(b) the aggregate principal amount of the Bonds shall not exceed $1,500,000,000;
(c) for the initial Reset Period (as defined in the Power Supply Contract), the annual cost savings relative to the Fixed Price with respect to the energy to be delivered to SVCE under the Power Supply Contract for each annual period during the initial Reset Period, taking into account the Monthly Discount and the Annual Refund (as defined in the Power Supply Contract) for each such annual period, shall be at least eight percent (8%);
(d) The energy service revenue fee in the transaction shall not exceed $1.10 per MWh;
(e) The commodity swap counterparty fee in the transaction shall not exceed $0.50 per MWh; and
(f) If any floating rate bonds are issued, Morgan Stanley shall charge no more than six basis points on the interest rate swap spread to mid-market.

Section 5. Execution and delivery of the SVCE Documents by an Authorized Officer or Officers shall be conclusive evidence that the parameters set forth in Section 4 have been met, and all actions heretofore taken by the Authorized Officers with respect to the issuance of the Bonds are hereby ratified, confirmed and approved.

Section 6. If the conditions set forth in Section 4 have been met, an Authorized Officer may direct the payment to professionals that provided services to SVCE in connection with the Project. These professional services include legal counsel, bond counsel, tax counsel, Municipal Financial Advisor, Swap Advisor, and any other consultant needed to complete the transactions contemplated herein for SVCE. Payment to these professionals will be made from the proceeds of the sale of the Bonds and pursuant to the terms of the applicable agreement executed with SVCE.

Section 7. If the conditions set forth in Section 4 have been met, an Authorized Officer may direct the payment to additional vendors and/or parties to the SVCE Documents or other Project Documents to complete the issuance of the Bonds.

These vendors, if any, will be paid pursuant to an agreement for services rendered in completing the issuance of the Bonds and from the proceeds of the sale of the Bonds.

Section 8. This Resolution shall take effect immediately.

Item 3
Attachment 2
Resolution 2023-18 5
ADOPTED AND APPROVED at a regular meeting of the SVCE Board of Directors on this 11th day of October, 2023.

Chair
Attest:
___________________________________________
Andrea Pizano, Board Clerk
Item 3
Attachment 2
Attachment 3.

First Prepay Timeline
June-2019 SVCE presents Prepay Structure Overview Presentation (developed by Goldman Sachs) to the Finance and Admin Committee
Aug-2019 SVCE presents a brief verbal update on the prepay process to the Finance and Admin Committee
Sept-2019 SVCE and PFM Financial Advisors provide an update on the upcoming RFP process to the Finance and Admin Committee
Nov-2019 SVCE provides Prepay RFP Overview to Executive Committee - PFM issues RFP to select Prepay Bank Supplier on behalf of EBCE and SVCE on Nov 12th
- RFP Proposals were due December 5th
Jan-2020 SVCE presents Prepay Structure Overview to the Finance and Admin Committee Spring-2020SVCE and EBCE conduct RFP evaluations to select Prepay Bank Supplier July-2020 SVCE and EBCE select Morgan Stanley as a Prepay Bank Supplier Aug-2020 SVCE provides a Prepay Status Report to the Finance and Admin Committee Sept-2020 SVCE provides the Board with a Prepay Overview on preparing for a Prepay Transaction SVCE provides a Prepay Status Report to the Finance and Admin Committee Oct-2020 SVCE Board Authorizes CEO to enter legal service agreements to finalize Prepayment Transaction (Orrick, Herrington & Sutcliffe and Chapman & Cutler LLP) Nov-2020 SVCE provides a Prepay Status Report to the Finance and Admin Committee Mar-2021 SVCE provides a Prepay Status Report to the Finance and Admin Committee SVCE provides a Prepay Status Report to the Executive Committee April-2021 SVCE Board Approves Participation in the California Community Choice Financing Authority Joint Powers Authority
Aug-2021 The Finance and Admin Committee reviews the Prepay Transaction and votes to recommend Board approval. The Board authorizes execution of the first Prepay Transaction subject to parameters including that bonds are not obligations of SVCE, size of the bonds, and minimum savings target.

Sept-2021 Sept 9, 2021, bonds priced
Jan-2022 Power delivery under Prepay begins.

Item 3
Attachment 3
Attachment 4.

Summary of the Details of the First Prepay Transaction
Aggregate Principal Bond Amount $1,234,720,000 (SVCE and EBCE combined) Total Bond Proceeds $1,475,895,642.5 (SVCE and EBCE combined) Municipal Bond Rating A1
Green Certification Designated Green Bonds by Kestrel Verifiers Initial Bond Pricing Period • 10 years.
• After the initial period, bonds will be repriced per
the negotiated repricing agreement, and a new
discount will be established based on the prevailing
market conditions1.

Final Bond Maturity Date • February 1, 2052.

Discount Achieved • $4.38 per MWh, about 10% of the energy cost of SVCE’s 3-year transaction initially assigned into the
Prepay.
• ~$1.9 million per year for SVCE during the initial
bond pricing period of ten years.

Energy Volume Supported by Bond
Proceeds
109 MW, of which SVCE’s share is 50 MW (about 11%
of load) and EBCE’s share is 59 MW for approximately
the first ten years of the transaction; after that, the same proportional volume split will be maintained
between SVCE and EBCE.

Summary of the Transaction Cost Breakdown ($000)
Bond and Tax Counsel: Orrick, Herrington & Sutcliffe 425 Credit Rating: Moody’s 315
Issuer’s Counsel and Disclosure Counsel: Chapman & Cutler LLP 310 Municipal Advisor: Public Financial Management 250
Investment Advisor: Public Financial Management Asset Mgmt 42 Trustee: Bank of New York (BNY) 32
Trustee Counsel: BNY Counsel 35
Printing Cost 3
Contingency/Other 10
Total COI 1,422
Morgan Stanley Underwriting 6,341
Total 7,763
Summary of the Details of the Second Prepay Transaction Aggregate Principal Bond Amount $841,550,000
Total Bond Proceeds $891,418,648.10
1 The repricing agreement has a minimum savings requirement of $2 per MWh.

Item 3
Attachment 4
Municipal Bond Rating A1
Green Certification Designated Green Bonds by Kestrel Verifiers Initial Bond Pricing Period • 6.5 years.
• After the initial period, bonds will be repriced per
the negotiated repricing agreement, and a new
discount will be established based on prevailing
market conditions.2
Final Bond Maturity Date • July 1, 2053.

Discount Achieved • $9.77 per MWh, about 10% of the price established for energy deliveries under the power
supply contract.
• ~$4.7 million per year during the initial bond
pricing period of 6.5 years.

Energy Volume Supported by Bond
Proceeds
~55 MW (about 12% of load; a slight escalation in the
latter half of the transaction)
Power Delivery Start Date June 1, 2023
Summary of the Transaction Cost Breakdown ($000)
Bond and Tax Counsel: Ballard Spahr 300
Credit Rating: Moody’s 232.5
Issuer’s Counsel and Disclosure Counsel: Chapman & Cutler LLP 200 Municipal Advisor: PFM Financial Advisors LLC 175
Investment Advisor: PFMAM (US Bank) 35
Trustee: BNY Mellon Corporate Trust 30.9
Trustee Counsel: Ballard Spahr 30
Printing Cost: ImageMaster 3.3
Green Bond Second Party Opinion: Kestrel 22
Contingency/Other 16.8
Total COI 1,045.5
Morgan Stanley Underwriting 4,359.2
Total 5,404.7
2 The repricing agreement has a minimum savings requirement of $4.50 per MWh.

Item 3
Attachment 4

Page 1 of 2 ends

Silicon Valley Clean Energy Board of DirectorsOctober 11, 2023

Silicon Valley Clean Energy Board of Directors
October 11, 2023